S-4

Use these links to rapidly review the document
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Chambers Cogeneration Limited Partnership Index December 31, 2010 and 2009

As filed with the Securities and Exchange Commission on May 18, 2012

Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ATLANTIC POWER CORPORATION
(Exact name of registrant issuer as specified in its charter)

See Table of Registrant Guarantors for information regarding additional Registrants

British Columbia, Canada
(State or other jurisdiction of
incorporation or organization) 4900
(Primary Standard Industrial
Classification Code Number) 55-0886410
(I.R.S. Employer
Identification Number)

200 Clarendon St., Floor 25
Boston, Massachusetts 02116
(617) 977-2400
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Barry E. Welch
President and Chief Executive Officer
Atlantic Power Corporation
200 Clarendon St., Floor 25
Boston, Massachusetts 02116
(617) 977-2400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

James P. Barri, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1105

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this registration statement.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Security(1)	Proposed maximum Aggregate Offering Price(1)	Amount of Registration Fee
9% Senior Notes Due 2018	$460,000,000(2)	100%	$460,000,000	$52,716
Guarantees of 9% Senior Notes Due 2018	—	—	—	(3)
Guarantee of Atlantic Power Limited Partnership's Guarantee of 9% Senior Notes Due 2018 by Curtis Palmer LLC	—	—	—	(3)

(1)

Estimated solely for purposes of determining the registration fee pursuant to Section 457(f)(2) under the Securities Act.

(2)

Represents the aggregate principal amount of the 9% Senior Notes due 2018 issued by Atlantic Power Corporation.

(3)

Pursuant to Rule 457(n), no additional registration fee is payable with respect to the note guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Atlantic Auburndale LLC	Delaware		4900		N/A
Atlantic Cadillac Holdings, LLC	Delaware		4900		27-4273066
Atlantic Idaho Wind C, LLC	Delaware		4900		45-1605034
Atlantic Idaho Wind Holdings, LLC	Delaware		4900		27-3399080
Atlantic Oklahoma Wind, LLC	Delaware		4900		45-4407008
Atlantic Piedmont Holdings, LLC	Delaware		4900		27-3625805
Atlantic Power Generation, Inc.	Delaware		4900		68-0679361
Atlantic Power Holdings, Inc.	Delaware		4900		20-1530167
Atlantic Power Services, LLC	Delaware		4900		45-2821416
Atlantic Power Services Canada GP Inc.	Province of British		4900		N/A
	Columbia, Canada
Atlantic Power Services Canada LP	Province of Ontario,		4900		N/A
	Canada
Atlantic Power Transmission, Inc.	Delaware		4900		68-0679364
Atlantic Renewables Holdings, LLC	Delaware		4900		27-2798949
Auburndale GP, LLC	Delaware		4900		77-0605848
Aubundale LP, LLC	Delaware		4900		77-0605851
Badger Power Associates, L.P.	Delaware		4900		48-1105763
Badger Power Generation I LLC	Delaware		4900		48-1087469
Badger Power Generation II LLC	Delaware		4900		48-1087468
Baker Lake Hydro LLC	Delaware		4900		43-1531993
Atlantic Power Limited Partnership (formerly named	Province of Ontario,		4900		N/A
Capital Power Income L.P.)	Canada
Atlantic Power GP Inc. (formerly named CPI Income	Province of British		4900		N/A
Services Ltd.)	Columbia, Canada
Atlantic Power (US) GP (formerly named CPI	Delaware		4900		26-0413906
Power (US) GP)
Curtis Palmer LLC	Delaware		4900		98-0421370
Dade Investment, L.P.	Delaware		4900		22-3392923
Epsilon Power Funding, LLC	Delaware		4900		04-3559960
Harbor Capital Holdings, LLC	Delaware		4900		27-2798899
Lake Cogen Ltd.	Florida		4900		22-3392919
Lake Investment, L.P.	Delaware		4900		22-3392922
NCP Dade Power LLC	Delaware		4900		33-0505981
NCP Gem LLC	Delaware		4900		33-0505980
NCP Lake Power LLC	Delaware		4900		33-0505977
NCP Pasco LLC	Delaware		4900		33-0505992
Olympia Hydro LLC	Delaware		4900		43-1532005
Orlando Power Generation I LLC	Delaware		4900		48-1120961
Orlando Power Generation II LLC	Delaware		4900		48-1120963
Pasco Cogen, Ltd.	Florida		4900		59-3100509
Teton East Coast Generation LLC	Delaware		4900		22-2579015
Teton New Lake, LLC	Delaware		4900		90-0181311
Teton Operating Services, LLC	Delaware		4900		N/A
Teton Power Funding, LLC	Delaware		4900		42-1620123
Teton Selkirk LLC	Delaware		4900		22-3340768

(1)	The address and phone number of each Registrant Guarantor is as follows:
	c/o Atlantic Power Corporation 200 Clarendon St., Floor 25 Boston, Massachusetts 02116 (617) 977-2400

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 18, 2012

PROSPECTUS

Atlantic Power Corporation

Exchange Offer for
Up to $460,000,000 Principal Amount Outstanding
of 9% Senior Notes due 2018
for a Like Principal Amount of
Registered 9% Senior Notes due 2018

         Offer for outstanding 9% Senior Notes due 2018 in the aggregate principal amount of $460,000,000 (which we refer to as the "Old Notes") in exchange for up to $460,000,000 in aggregate principal amount of 9% Senior Notes due 2018 that have been registered under the Securities Act of 1933, as amended (the "Securities Act") (which we refer to as the "Exchange Notes" and, together with the Old Notes, the "notes").

Terms of the Exchange Offer

•

Expires 5:00 p.m., New York City time,                        , 2012, unless extended.

•

You may withdraw tendered outstanding Old Notes any time before the expiration or termination of the exchange offer.

•

The exchange offer is subject to customary conditions that may be waived by us.

•

We will not receive any proceeds from the exchange offer.

•

The exchange of Old Notes for the Exchange Notes should not be a taxable exchange for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations."

•

All Old Notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for the Exchange Notes.

Terms of the Exchange Notes:

•

The Exchange Notes will mature on November 15, 2018. The Exchange Notes will pay interest semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on November 15, 2012.

•

Subject to release as described in the indenture governing the notes and below in "Description of Exchange Notes," the Exchange Notes will be guaranteed, jointly and severally, on an unsecured basis, by all of our wholly owned U.S. and Canadian subsidiaries that guarantee our secured revolving credit facility, and the guarantee of the Exchange Notes by Atlantic Power Limited Partnership (the "Partnership") will be guaranteed by Curtis Palmer LLC.

•

The Exchange Notes and the related guarantees will rank effectively junior to all secured indebtedness to the extent of the value of the collateral securing such debt, pari passu with all existing and future senior unsecured indebtedness and senior to all existing and future indebtedness that by its terms is expressly subordinated to the Exchange Notes.

•

We may redeem the Exchange Notes in whole or in part from time to time. See "Description of Exchange Notes."

•

Upon a change of control, we must give holders the opportunity to sell their Exchange Notes to us at 101% of their principal amount plus accrued and unpaid interest, if any.

•

The terms of the Exchange Notes are identical to those of the outstanding Old Notes, except the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes do not apply to the Exchange Notes.

For a discussion of the specific risks that you should consider before tendering your Old Notes in the exchange offer, see "Risk Factors" beginning on page 12 of this prospectus.

         No public market exists for the outstanding Old Notes. We do not intend to list the Exchange Notes on any securities exchange and, therefore, no active public market is anticipated for the Exchange Notes.

         Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. A broker-dealer who acquired Old Notes as a result of market making or other trading activities may use this exchange offer prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2012.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer who acquired Old Notes as a result of market making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes. We have agreed that, for a period of up to 90 days after the closing of the exchange offer, we will use our commercially reasonable efforts make this prospectus available for use in connection with any such resale. See "Plan of Distribution."

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities other than those specifically offered hereby or an offer to sell any securities offered hereby in any jurisdiction where, or to any person whom, it is unlawful to make such offer or solicitation. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Exchange Notes.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		12
EXCHANGE RATE INFORMATION		34
THE EXCHANGE OFFER		35
USE OF PROCEEDS		44
RATIO OF EARNINGS TO FIXED CHARGES		45
DESCRIPTION OF ACQUISITION OF THE PARTNERSHIP		46
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS		47
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION FOR ATLANTIC POWER		53
BUSINESS		54
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		82
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		115
MANAGEMENT AND BOARD OF DIRECTORS		119
EXECUTIVE COMPENSATION		123
DIRECTOR COMPENSATION		142
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		143
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		143
POLICIES AND PROCEDURES FOR REVIEW OF TRANSACTIONS WITH RELATED PERSONS		143
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		144
DESCRIPTION OF EXCHANGE NOTES		145
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		176
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		182
PLAN OF DISTRIBUTION		184
LEGAL MATTERS		185
EXPERTS		185
WHERE YOU CAN FIND MORE INFORMATION		185
INDEX TO FINANCIAL STATEMENTS		F-1

i

As used in this prospectus, the terms "Atlantic Power," the "Company," "we," "our" and "us" refer to Atlantic Power Corporation, together with those entities owned or controlled by Atlantic Power Corporation, unless the context indicates otherwise. Unless otherwise noted, all references to "C$" and "Canadian dollars" are to the lawful currency of Canada and all references to "$," "US$" and "U.S. dollars" are to the lawful currency of the United States. This prospectus includes our trademarks and other trade names identified herein. All other trademarks and trade names appearing in this prospectus are the property of their respective holders.

ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies, synergies, revenue enhancements, competitive positions, plans and objectives of management and growth opportunities of Atlantic Power Corporation. Statements in this prospectus that are not historical facts are hereby identified as forward-looking statements for the purpose of the safe harbor provided by Section 27A of the Securities Act and Section 21E of the Exchange Act and forward-looking information within the meaning defined under applicable Canadian securities legislation (collectively, "forward-looking statements").

        These forward-looking statements relate to, among other things, the expected benefits of the Canadian Hills project, such as accretion, the ability to pay increased dividends, enhanced cash flow, growth potential, liquidity and access to capital, market profile and financial strength, the position of the combined company and the expected timing of the commencement of commercial operations (if at all).

        Forward-looking statements can generally be identified by the use of words such as "should," "intend," "may," "expect," "believe," "anticipate," "estimate," "continue," "plan," "project," "will," "could," "would," "target," "potential" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, including, but not limited to, factors and assumptions regarding the items outlined above. Actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things:

•

the amount of distributions expected to be received from our projects;

•

the impact of legislative, regulatory, competitive and technological changes; and

•

other risk factors relating to us and the power industry, as detailed from time to time in our filings with the SEC and the Canadian Securities Administrators (the "CSA").

        You are cautioned that any forward-looking statement speaks only as of the date of this prospectus. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

iii

ENFORCEABILITY OF CIVIL LIABILITIES

        We are incorporated under the laws of Canada, and certain of the guarantors are organized under the laws of various Canadian jurisdictions. Certain of our and the guarantors' directors, as well as certain of the experts named in this prospectus, are residents of Canada, and all or a portion of their respective assets are located outside the United States. We and the guarantors have agreed, in accordance with the terms of the indenture under which the Exchange Notes will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture, the notes (including Exchange Notes) or the guarantees (including registered guarantees exchanged for the guarantees of the Old Notes) brought in any federal or state court located in the Borough of Manhattan, in the City of New York, by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for holders of the notes to effect service within the United States upon directors and experts who are not residents of the United States or to realize in the United States upon judgments of courts of the United States predicated upon civil liability under U.S. federal or state securities laws or other laws of the United States. There is doubt as to the enforceability in Canada against us, the Canadian guarantors or against our or the guarantors' directors and the experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal or state securities laws.

iv

SUMMARY

This summary highlights information contained in this prospectus. It is not complete and does not contain all of the information that you should consider before participating in the exchange offer. You should read the following summary together with the more detailed information regarding our company, the Exchange Notes and the financial statements and notes thereto appearing elsewhere in this prospectus.

Our Business

        Atlantic Power Corporation owns and operates a diverse fleet of power generation and infrastructure assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers largely under long-term power purchase agreements ("PPAs"), which seek to minimize exposure to changes in commodity prices. Our power generation projects in operation have an aggregate gross electric generation capacity of approximately 3,397 megawatts (or "MW") in which our aggregate ownership interest is approximately 2,141 MW. Our current portfolio consists of interests in 31 operational power generation projects across 11 states in the United States and two provinces in Canada and a 500-kilovolt 84-mile electric transmission line located in California. In addition, we have one 53 MW biomass project under construction in Georgia and one approximately 300 MW wind project under construction in Oklahoma. We also own a majority interest in Rollcast Energy, a biomass power plant developer in North Carolina, and a 14.3% common equity interest in Primary Energy Recycling Holdings LLC ("PERH"). Twenty-three of our projects are wholly owned subsidiaries.

        We sell the capacity and energy from our power generation projects under PPAs with a variety of utilities and other parties. Under the PPAs, which have expiration dates ranging from 2012 to 2037, we receive payments for electric energy sold to our customers (known as energy payments), in addition to payments for electric generation capacity (known as capacity payments). We also sell steam from a number of our projects under steam sales agreements to industrial and commercial purchasers. The transmission system rights we own in our power transmission project entitle us to payments indirectly from the utilities that make use of the transmission line.

        Our power generation projects generally operate pursuant to long-term fuel supply agreements, typically accompanied by fuel transportation arrangements. In most cases, the fuel supply and transportation arrangements correspond to the term of the relevant PPAs and many of the PPAs and steam sales agreements provide for the indexing or pass-through of fuel costs to our customers. In cases where there is not an effective pass-through of fuel costs, we attempt to mitigate a significant portion of the market price risk of fuel purchases through the use of hedging strategies.

        We directly operate and maintain more than half of our power generation fleet. We also partner with recognized leaders in the independent power industry to operate and maintain our other projects, including Caithness Energy, LLC ("Caithness"), Colorado Energy Management ("CEM"), Power Plant Management Services ("PPMS"), Delta Power Services ("DPS") and the Western Area Power Administration ("Western"). Under these operation, maintenance and management agreements, the operator is typically responsible for operations, maintenance and repair services.

Recent Developments

Acquisition of Canadian Hills Wind Power Development Project

        On January 31, 2012, we acquired a 51% interest in Canadian Hills, a 300 MW wind power development project located near El Reno, Oklahoma, 20 miles west of Oklahoma City. On March 30, 2012, concurrent with the closing of a construction financing facility for Canadian Hills, we completed the acquisition of an additional 48% interest, bringing our total interest in the project to 99%. Canadian Hills was developed by Apex Wind Energy Holdings, LLC ("Apex"), which will retain a 1%

1

interest in the project. The project, which is expected to deploy Mitsubishi 2.4 MW MWT102 and REpower 2.05 MW MM92 wind turbines, has long-term power purchase agreements for 100% of its output with Southwestern Electric Power Company, Oklahoma Municipal Power Authority and Grand River Dam Authority. Apex earned a development fee and will manage construction of the project, and, upon commencement of operations, currently expected in November 2012, we will oversee operations and be the asset manager.

        Upon commencement of commercial operations, Canadian Hills is expected to generate enough clean, renewable energy to power the equivalent of over 100,000 homes. The investment is expected to increase our average remaining power purchase agreement life from 8.3 years to 9.9 years and increase the wind segment of our net generating capacity from 3% to 15%, while reducing the gas segment from 77% to 68%.

        Construction and development costs for Canadian Hills are being initially funded with the proceeds of a $310 million non-recourse, project-level construction financing facility, which includes a $290 million construction loan and a $20 million five-year letter of credit facility. Construction under the terms of a fixed-price, balance of plant contract began in April 2012, with total cost for the project expected to be approximately $470 million. In connection with the closing of the construction financing facility, we committed to invest approximately $180 million in equity (net of financing costs) to cover the balance of the construction and development costs, expected to be drawn following disbursement of the construction loan. The construction loan is expected to be repaid with tax equity investments by institutional investors at the time the project commences commercial operations. We have received an approximately $360 million bridge facility commitment from Morgan Stanley to provide flexibility in the timing of the tax equity investment and our own equity commitment in the project.

PERH Interest Sale

        On February 16, 2012, we entered into an agreement with Primary Energy Recycling Corporation ("PERC"), whereby PERC will purchase our 14.3% common membership interests in PERH for approximately $24 million, plus a management agreement termination fee of approximately $6.1 million for a total price of $30.1 million. The transaction remains subject to pricing adjustment or termination under certain circumstances. Completion of the transaction is subject to PERC obtaining financing and is expected to occur in the second quarter of 2012.

Path 15

        In February 2011, we filed a rate application with the Federal Energy Regulatory Commission ("FERC") to establish Path 15's revenue requirement at $30.3 million for the 2011-2013 period. On March 7, 2012, Path 15 filed a formal settlement agreement establishing a revenue requirement at $28.8 million with the Administrative Law Judge for her review and certification to FERC for approval. All of the parties in the rate case either support or do not oppose the settlement agreement. Path 15 expects an order approving the settlement from FERC during the second quarter of 2012.

DuPont Litigation

        In December 2008, the Chambers project, which is accounted for under the equity method of accounting, filed suit against DuPont de Nemours & Company ("DuPont") for breach of the energy services agreement related to unpaid amounts associated with disputed price change calculations for electricity. DuPont subsequently filed a counterclaim for an unspecified level of damages. In February 2011, the Chambers project received a favorable ruling from the court on its summary judgment motion as to liability. The court's decision included a description of the pricing methodology that is consistent with the project's position. On April 25, 2012, the court issued its written opinion which ordered DuPont to pay Chambers a total of approximately $15.7 million. This amount represents DuPont's

2

electricity underpayments from January 2003 through June 2009, and interest through July 22, 2011. The court also ordered that from July 1, 2009 going forward, the pricing methodology should be calculated in accordance with the court's prior ruling on summary judgment. DuPont has until June 9, 2012 to file an appeal. The amount of such underpayments including interest is estimated at approximately $10.6 million.

Potential Offering of Common Shares and Convertible Debentures

        We have filed registration statements related to the public offering of $125.0 million of our common shares and $125.0 million in aggregate principal amount of convertible unsecured subordinated debentures, which are anticipated to be convertible into our common shares at the option of the holder thereof. We cannot assure you that we will launch either offering, or even if we do, that we will consummate either offering.

Corporate Information

        Atlantic Power Corporation is organized under the laws of the Province of British Columbia. Our registered office is located at 355 Burrard Street, Suite 1900, Vancouver, British Columbia, Canada V6C 2G8 and our headquarters are located at 200 Clarendon Street, Floor 25, Boston, Massachusetts, USA 02116, telephone number (617) 977-2400. Our website is www.atlanticpower.com. Information contained on our website is not part of this prospectus.

3

The Exchange Offer

        On November 4, 2011, Atlantic Power (the "Issuer") sold, through a private placement exempt from the registration requirements of the Securities Act $460,000,000 principal amount of 9% Senior Notes due 2018 (the "Old Notes"), all of which are eligible to be exchanged for notes which have been registered under the Securities Act (the "Exchange Notes"). The Old Notes and the Exchange Notes are referred to together as the "notes."

        Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchasers of the Old Notes (the "Registration Rights Agreement"). Under the Registration Rights Agreement, we agreed to cause a registration statement relating to substantially identical notes, which will be issued in exchange for the Old Notes, to be filed with the Securities and Exchange Commission (the "SEC") and to use our commercially reasonable efforts to complete the exchange offer within 270 days following the date on which we issued the Old Notes. You may exchange your Old Notes for Exchange Notes in this exchange offer. You should read the discussion under the headings "—The Exchange Notes," "The Exchange Offer" and "Description of Exchange Notes" for further information regarding the Exchange Notes.

Securities to be Exchanged	Up to $460,000,000 principal amount of 9% Senior Notes due 2018.
The Exchange Offer; Securities Act Registration	We are offering to exchange the Old Notes for an equal principal amount of the Exchange Notes. Old Notes may be exchanged only in denominations of $2,000 of principal amount and any integral multiple of $1,000 in excess thereof.
	The exchange offer is being made pursuant to the Registration Rights Agreement, which grants the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete and except for our obligations to file a shelf registration statement under the circumstances described below, you will no longer be entitled to any exchange or registration rights with respect to Old Notes.
	You may tender your outstanding Old Notes for Exchange Notes by following the procedures described under the heading "The Exchange Offer."
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                , 2012, or a later date and time to which the Issuer may extend it.
Withdrawal Rights	You may withdraw your tender of the Old Notes at any time prior to the expiration date of the exchange offer. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense promptly after the expiration or termination of the exchange offer.

4

Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, some of which we may waive.
	We intend to conduct the exchange offer in accordance with the provisions of the Registration Rights Agreement and the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC.
	For more information, see "The Exchange Offer—Conditions to the Exchange Offer."
Procedures for Tendering Old Notes Through Brokers and Banks	Since the Old Notes are represented by global book-entry notes, the Depositary Trust Company ("DTC"), as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for Exchange Notes.
	To tender your outstanding Old Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under "The Exchange Offer." Your outstanding Old Notes must be tendered in denominations of $2,000 of principal amount and any integral multiple of $1,000 in excess thereof.
	In order for your tender to be considered valid, the exchange agent must receive a confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent's account at DTC, under the procedure described in this prospectus under the heading "The Exchange Offer," on or before 5:00 p.m., New York City time, on the expiration date of the exchange offer.
	See "The Exchange Offer" for more information regarding the procedures for tendering Old Notes.

5

Effect of Not Tendering Old Notes	If you do not tender your Old Notes or if you do tender them but they are not accepted by us, your Old Notes will continue to be subject to the existing restrictions upon transfer. Except for our obligation to file a shelf registration statement under the circumstances described below, we will have no further obligation to provide for the registration under the Securities Act of Old Notes. If your outstanding Old Notes are not tendered and accepted in the exchange offer, it may become more difficult for you to sell or transfer your outstanding Old Notes.
Resale of the Exchange Notes	Under existing interpretations by the staff of the SEC as set forth in no-action letters issued to unrelated third parties and referenced below, we believe that the Exchange Notes issued in the exchange offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if you:
	• are not an "affiliate" of ours within the meaning of Rule 405 of the Securities Act;
	• are acquiring the Exchange Notes in the ordinary course of business; and
	• have no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.
	In addition, each participating broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer in exchange for Old Notes that were acquired as a result of market-making or other trading activity must also acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. For more information, see "Plan of Distribution."
	Any holder of Old Notes, including any broker-dealer, who:
	• is our affiliate,
	• does not acquire the Exchange Notes in the ordinary course of its business, or
	• tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of Exchange Notes,

6

	cannot rely on the position of the staff of the SEC expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters and, in the absence of an applicable exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Exchange Notes or it may incur liability under the Securities Act. We will not be responsible for, or indemnify against, any such liability.
Minimum Condition	The exchange offer is not conditioned on any minimum aggregate principal amount of Old Notes being tendered for exchange.
Appraisal or Dissenters' Rights	Holders of the Old Notes do not have any appraisal or dissenters' rights in connection with the exchange offer.
Certain Federal Income Tax Considerations	Your exchange of Old Notes for Exchange Notes to be issued in the exchange offer will not be a taxable event for U.S. or Canadian federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations" and "Certain Canadian Federal Income Tax Considerations" for a summary of U.S. and Canadian federal tax consequences associated with the exchange of Old Notes for Exchange Notes and the ownership and disposition of those Exchange Notes.
Use of Proceeds	We will not receive any proceeds from the issuance of Exchange Notes pursuant to the exchange offer.
Exchange Agent	Wilmington Trust, National Association is serving as the exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth under the heading "The Exchange Offer—Exchange Agent."
Shelf Registration Statement	The Registration Rights Agreement requires that we file a shelf registration statement, in addition to or in lieu of conducting the exchange offer, in the event that:
	(a) we are not permitted to file the exchange offer registration statement or to consummate the exchange offer due to a change in law or SEC policy; or
	(b) for any reason, we do not consummate the exchange offer within 270 days following the date on which we issued the Old Notes; or
	(c) any of the initial purchasers party to the Registration Rights Agreement notifies us that it holds Old Notes that are or were ineligible to be exchanged in the exchange offer.

7

The Exchange Notes

The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The terms of the Exchange Notes are identical to the terms of the Old Notes, except that the transfer restrictions, registration rights and provisions for additional interest relating to the Old Notes do not apply to the Exchange Notes. The "Description of Exchange Notes" section of this prospectus contains a more detailed description of the terms and conditions of the Exchange Notes. References to "we," "us" and "our" refer only to Atlantic Power and not to any of its subsidiaries or any other entity.

Issuer	Atlantic Power
Securities Offered	$460,000,000 principal amount of 9% Senior Notes due 2018.
Maturity	November 15, 2018.
Interest	Interest on the Exchange Notes will accrue from the date of the original issuance of the Old Notes or from the date of the last payment of interest on the Old Notes, whichever is later. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. We will not pay interest on Old Notes tendered and accepted for exchange.
Interest Rate	Interest will accrue at a rate of 9% per annum.
Interest Payment Dates	Each May 15 and November 15, beginning on November 15, 2012.

8

Ranking	The Exchange Notes will be our and the guarantors' general senior unsecured obligations, will rank equal in right of payment with all of such entities' existing and future senior indebtedness, including the Old Notes and borrowings under our secured revolving credit facility, and will rank senior in right of payment to all of such entities' existing and future subordinated indebtedness; however, the Exchange Notes will be effectively subordinated to all of our and the guarantors' secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Exchange Notes will also be structurally subordinated to the indebtedness and other obligations of our subsidiaries that do not guarantee the Exchange Notes with respect to the assets of such entities. See Note 24 to our consolidated audited financial statements and Note 13 to our quarterly financial statements (unaudited), each of which is included elsewhere in this prospectus, for financial information related to our guarantor and non-guarantor subsidiaries.
Guarantees	Subject to release as described in the indenture governing the notes and below in "Description of Exchange Notes," the Exchange Notes will be guaranteed, jointly and severally, on an unsecured basis, by all of our wholly owned U.S. and Canadian subsidiaries that guarantee our secured revolving credit facility, and the Partnership's guarantee of the Exchange Notes will be guaranteed by Curtis Palmer LLC
	See "Description of Exchange Notes—Guarantees."

9

Optional Redemption	On or after November 15, 2014, we may redeem all or a part of the notes at the redemption prices set forth under "Description of Exchange Notes—Optional Redemption," plus accrued and unpaid interest, if any, to the applicable redemption date. In addition, at any time prior to November 15, 2014, we may, on one or more occasions, redeem some or all of the notes at any time at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a "make-whole" premium together with accrued and unpaid interest, if any, to the applicable redemption date. On or prior to November 15, 2014, we may also redeem up to 35% of the aggregate principal amount of notes, using the proceeds of certain equity offerings at a redemption price of 109% of the principal amount thereof, plus accrued and unpaid interest, if any, to the applicable redemption date. We may make that redemption only if, after the redemption, at least 65% of the aggregate principal amount of the notes remains outstanding and the redemption occurs within 90 days of the closing of the equity offering. See "Description of Exchange Notes—Optional Redemption."
Change of Control	Upon a Change of Control Triggering Event (as defined under "Description of Exchange Notes"), we will be required to make an offer to purchase the notes. The purchase price will equal 101% of the principal amount of the notes on the date of purchase plus accrued and unpaid interest, if any, to the repurchase date.
Certain Covenants	The indenture governing the notes (including the Exchange Notes) contains covenants that, among other things, limit our ability to:
	• incur debt or issue disqualified stock;
	• incur secured debt;
	• pay dividends and make distributions;
	• enter into sale and leaseback transactions;
	• merge, amalgamate or otherwise sell all or substantially all of our assets; and
	• provide guarantees.

10

	You should read "Description of Exchange Notes—Certain Covenants of Atlantic Power" in this prospectus for a description of these covenants each of which contains important exceptions and carveouts.
Absence of a Public Market for the Exchange Notes	The Exchange Notes are a new issue of securities with no established public market. We do not intend to apply for listing of the Exchange Notes on any securities exchange.

You should refer to the section titled "Risk Factors" on page 12 of this prospectus for a description of some of the risks you should consider before tendering your Old Notes for Exchange Notes.

11

RISK FACTORS

Before you decide to participate in the exchange offer, you should be aware that an investment in the Exchange Notes involves various risks and uncertainties, including those described below. You should carefully consider the risks and uncertainties described below with all of the other information that is included in this prospectus. If any of these risks actually occur, our business, financial position or results of operations could be materially adversely affected, and you could lose all or part of your investment.

Risks Related to Our Business and Our Projects

Our revenue may be reduced upon the expiration or termination of our power purchase agreements.

        Power generated by our projects, in most cases, is sold under PPAs that expire at various times. See "Business—Our Organization and Segments" for details about our projects' PPAs and related expiration dates. In addition, these PPAs may be subject to termination prior to expiration in certain circumstances, including default by the project. When a PPA expires or is terminated, it is possible that the price received by the project for power under subsequent arrangements may be reduced significantly. It is possible that subsequent PPAs may not be available at prices that permit the operation of the project on a profitable basis. If this occurs, the affected project may temporarily or permanently cease operations.

Our projects depend on their electricity, thermal energy and transmission services customers.

        Each of our projects rely on one or more PPAs, steam sales agreements or other agreements with one or more utilities or other customers for a substantial portion of its revenue. The largest customers of our power generation projects, including projects recorded under the equity method of accounting, are Public Service Company of Colorado ("PSCo"), Progress Energy Florida, Inc. ("PEF"), Ontario Electricity Financial Corp. ("OEFC") and Equistar Chemicals ("Equistar"), which purchased approximately 17%, 15%, 9% and 8%, respectively, of the net electric generation capacity of our projects for the year ended December 31, 2011. Our results of operations are highly dependent upon customers under such agreements fulfilling their contractual obligations. There is no assurance that these customers will perform their obligations or make required payments.

Certain of our projects are exposed to fluctuations in the price of electricity.

        Those of our projects operating with no PPA or PPAs based on spot market pricing for some or all of their output will be exposed to fluctuations in the wholesale price of electricity. In addition, should any of the long-term PPAs expire or terminate, the relevant project will be required to either negotiate a new PPA or sell into the electricity wholesale market, in which case the prices for electricity will depend on market conditions at the time.

        Currently, our most significant exposure to market power prices is at the Selkirk, Morris and Chambers projects. At Chambers, our utility customer has the right to sell a portion of the plant's output into the spot power market if it is economical to do so, and the Chambers project shares in the profits from these sales. In addition, during periods of low spot electricity prices the utility takes less generation, which negatively affects the project's operating margin. At Morris, the facility can sell approximately 100MW above Equistar's demand into the grid at market prices. If market prices do not justify the increased generation the project has no requirement to sell power in excess of the Equistar demand. At Selkirk, approximately 23% of the capacity of the facility is not contracted and is sold at market prices or not sold at all if market prices do not support the profitable operation of that portion of the facility.

12

Our projects may not operate as planned.

        The ability of our projects to meet availability requirements and generate the required amount of power to be sold to customers under the PPAs are primary determinants of the amount of cash that will be distributed from the projects to us. There is a risk of equipment failure due to wear and tear, latent defect, design error or operator error, or force majeure events among other things, which could adversely affect revenues and cash flow. To the extent that our projects' equipment requires more frequent and/or longer than forecasted down times for maintenance and repair, or suffers disruptions of plant availability and power generation for other reasons, our results of operations may be adversely affected.

        In general, our power generation projects transmit electric power to the transmission grid for purchase under the PPAs through a single step up transformer. As a result, the transformer represents a single point of vulnerability and may exhibit no abnormal behavior in advance of a catastrophic failure that could cause a temporary shutdown of the facility until a replacement transformer can be found or manufactured.

        If the reason for a shutdown is outside of the control of the operator, a power generation project may be able to make a force majeure claim for temporary relief of its obligations under the project contracts such as the PPA, fuel supply, steam sales agreement, or otherwise mitigate impacts through business interruption insurance policies, maintenance and debt service reserves. If successful, such insurance claims may prevent a default or reduce monetary losses under such contracts. However, a force majeure claim may be challenged by the contract counterparty and, to the extent the challenge is successful, the outage may still have a materially adverse effect on the project.

        We provide letters of credit under our $300 million senior secured revolving credit facility for contractual credit support at some of our projects. If the projects fail to perform under the related project-level agreements, the letters of credit could be drawn and we would be required to reimburse our senior lenders for the amounts drawn.

Our projects depend on third-party suppliers under fuel supply agreements, and increases in fuel costs may adversely affect the profitability of the projects.

        The amount of energy generated at the projects is highly dependent on suppliers under certain fuel supply agreements fulfilling their contractual obligations. The loss of significant fuel supply agreements or an inability or failure by any supplier to meet its contractual commitments may adversely affect our results.

        Upon the expiration or termination of existing fuel supply agreements, we or our project operators will have to renegotiate these agreements or may need to source fuel from other suppliers. We may not be able to renegotiate these agreements or enter into new agreements on similar terms. Furthermore, there can be no assurance as to availability of the supply or pricing of fuel under new arrangements, and it can be very difficult to accurately predict the future prices of fuel.

        Revenues earned by our projects may be affected by the availability, or lack of availability, of a stable supply of fuel at reasonable or predictable prices. To the extent possible, the projects attempt to match fuel cost setting mechanisms in supply agreements to energy payment formulas in the PPA. To the extent that fuel costs are not matched well to PPA energy payments, increases in fuel costs may adversely affect the profitability of the projects, if not otherwise hedged. For example, a portion of the required natural gas at our Auburndale project and all of the natural gas required at our Lake project is purchased at market prices, but the projects' PPAs that expire in 2013 do not effectively pass through changes in natural gas prices.

13

Revenues from windpower projects are highly dependent on suitable wind and associated weather conditions.

        We own interests in two windpower projects. The energy and revenues generated at a wind energy project are highly dependent on climatic conditions, particularly wind conditions, which are variable and difficult to predict. Turbines will only operate within certain wind speed ranges that vary by turbine model and manufacturer, and there is no assurance that the wind resource at any given project site will fall within such specifications.

        We base our investment decisions with respect to each wind energy project on the findings of wind studies conducted on-site before starting construction. However, actual climatic conditions at a project site, particularly wind conditions, may not conform to the findings of these wind studies, and, therefore, our wind energy projects may not meet anticipated production levels, which could adversely affect our forecasted profitability.

Insurance may not be sufficient to cover all losses.

        Our business involves significant operating hazards related to the generation of electricity. While we believe that the projects' insurance coverage addresses all material insurable risks, provides coverage that is similar to what would be maintained by a prudent owner/operator of similar facilities, and are subject to deductibles, limits and exclusions which are customary or reasonable given the cost of procuring insurance, current operating conditions and insurance market conditions, there can be no assurance that such insurance will continue to be offered on an economically feasible basis, nor that all events that could give rise to a loss or liability are insurable, nor that the amounts of insurance will at all times be sufficient to cover each and every loss or claim that may occur involving our assets or operations of our projects. Any losses in excess of those covered by insurance, which may include a significant judgment against any project or project operator, the loss of a significant permit or other approval or the imposition of a significant fine or penalty, could have a material adverse effect on our business, financial condition and future prospects and could adversely affect dividends to our shareholders.

Our operations are subject to the provisions of various energy laws and regulations.

        Generally, in the United States, our projects are subject to regulation by the Federal Energy Regulatory Commission ("FERC") regarding the terms and conditions of wholesale service and rates, as well as by state regulators regarding the prudency of utilities entering into PPAs entered into by qualifying facility projects and the siting of the generation facilities. The majority of our generation is sold by qualifying facility projects under PPAs that required approval by state authorities.

        In August 2005, the Energy Policy Act of 2005 was enacted, which removed certain regulatory constraints on investment in utility power producers. The Energy Policy Act of 2005 also limited the requirement that electric utilities buy electricity from qualifying facilities in certain markets that have certain competitive characteristics, potentially making it more difficult for our current and future projects to negotiate favorable PPAs with these utilities. Finally, the Energy Policy Act of 2005 amended and expanded the reach of the FERC's merger approval authority.

        If any project that is a qualifying facility were to lose its status as a qualifying facility, then such project may no longer be entitled to exemption from provisions of the Public Utility Holding Company Act of 2005 or from provisions of the Federal Power Act and state law and regulations. Such project may be able to obtain exempt wholesale generator status to maintain its exemption from the provisions of the Public Utility Holding Company Act of 2005; however, our projects may not be able to obtain such exemptions. Loss of qualifying facility status could trigger defaults under covenants to maintain that status in the PPAs and project-level debt agreements, and if not cured within allowed cure periods, could result in termination of agreements, penalties or acceleration of indebtedness under such agreements.

14

        The Energy Policy Act of 2005 provides incentives for various forms of electric generation technologies, which may subsidize our competitors. In addition, pursuant to the Energy Policy Act of 2005, the FERC selected an electric reliability organization to impose mandatory reliability rules and standards. Among other things, the FERC's rules implementing these provisions allow such reliability organizations to impose sanctions on generators that violate their new reliability rules.

        The introductions of new laws, or other future regulatory developments, may have a material adverse impact on our business, operations or financial condition.

        Generally, in Canada, our projects are subject to energy regulation primarily by the relevant provincial authorities.

        Risks with respect to the two Canadian provinces where we currently have projects are addressed further below.

          (i)  British Columbia

        The government of British Columbia has a number of specific statutes and regulations that govern our projects in that province. The statutes can be changed by act of the provincial legislature and the regulations may be changed by the provincial cabinet. Such changes could have a material effect on our projects.

        British Columbia Hydro and Power Authority ("BC Hydro") is generally required to acquire all new power (beyond what it already generates from existing BC Hydro plants) from independent power producers. Two of our three British Columbia projects currently sell all of their electricity to BC Hydro, and the third project sells substantially all of its electricity to BC Hydro. Therefore, changes to BC Hydro's energy procurement policies and financial difficulties of or regulatory intervention in respect of BC Hydro could impact the market for electricity generated by our British Columbia projects. This risk is mitigated in part because, in general, BC Hydro is currently limited by regulation to undertaking efficiency improvements at its existing facilities and only undertaking development of new generation with the approval of the British Columbia Utilities Commission. There is a risk that the regulatory regime could adversely affect the amount of power that BC Hydro purchases from our projects and the competitive environment or the price at which BC Hydro is willing to purchase power from our British Columbia projects.

        The British Columbia Utilities Commission to some extent regulates independent power producers. While the British Columbia Utilities Commission is nominally independent of the government, its chair and commissioners are effectively appointed by the provincial cabinet. All contracts for electricity supply, including those between independent power producers and BC Hydro, must be filed with and approved by British Columbia Utilities Commission as being "in the public interest." The British Columbia Utilities Commission may hold a hearing in this regard. Furthermore, the British Columbia Utilities Commission may impose conditions to be contained in agreements entered into by public utilities for electricity.

         (ii)  Ontario

        The government of Ontario has a number of specific statutes and regulations that govern our projects in that province. The statutes can be changed by act of the provincial legislature and the regulations may be changed by the provincial cabinet. Such changes could have a material effect on our projects.

        In Ontario, the Ontario Energy Board is an administrative tribunal with authority to grant or renew, and set the terms for, licenses with respect to electricity generation facilities, including our projects. No person is permitted to generate electricity in Ontario without a license from the Ontario Energy Board. While all of our Ontario projects are currently licensed, the Ontario Energy Board has the authority to effectively modify the licenses by adopting "codes" that are deemed to form part of the

15

licenses. Furthermore, any violations of the license or other irregularities in the relationship with the Ontario Energy Board can result in fines.

        While the Ontario Energy Board provides reports to the Ontario Minister of Energy, it generally operates independently from the government. However, the Minister may issue policy directives (with Cabinet approval) concerning general policy and the objectives to be pursued by the Ontario Energy Board, and the Ontario Energy Board is required to implement such policy directives. Thus, the Ontario Energy Board's regulation of our projects is subject to potential political interference, to a degree.

        A number of other regulators and quasi-governmental entities play a role, including the Independent Electricity System Operator, Hydro One, the Electrical Safety Authority, OEFC and the Ontario Power Authority. All these agencies may affect our projects.

        Furthermore, on April 18, 2012, the Ontario government announced that it intended to merge the Independent Electricity System Operator and the Ontario Power Authority. The mandate of the new, merged agency would be to establish market rules to benefit consumers, align contracts and create an electricity system that is more responsive to changing conditions. The government's proposed legislation has not yet been tabled in the legislature. If and when this merger occurs, it may affect our Ontario projects.

Future FERC rate determinations could negatively impact Path 15's cash flows.

        The stability of Path 15's cash flows will continue to be subject to the risk of the FERC's adjusting the expected formulation of revenues as a result of its rate review every three years and the participation therein by interveners who may argue for lower rates. Such a rate review commenced in February 2011. The cost-of-service methodology currently applied by the FERC is well established and transparent; however, certain inputs in the FERC's determination of rates are subject to its discretion, including its response to protests from interveners in such rate cases, which include return on equity and the recovery of certain extraordinary expenses. Unfavorable decisions on these matters could adversely affect the cash flow, financial position and results of operations of us and Path 15, and could adversely affect our cash available for dividends.

Noncompliance with federal reliability standards may subject us and our projects to penalties.

        Our operations are subject to the regulations of NERC, a self-regulatory non-governmental organization which has statutory responsibility to regulate bulk power system users and generation and transmission owners and operators. NERC groups the users, owners, and operators of the bulk power system into 17 categories, known as functional entities—e.g., Generator Owner, Generator Operator, Purchasing-Selling Entity, etc.—according to the tasks they perform. The NERC Compliance Registry lists the entities responsible for complying with the mandatory reliability standards and the FERC, NERC, or a regional reliability organization may assess penalties against any responsible entity found to be in noncompliance. Violations may be discovered through self-certification, compliance audits, spot checking, self-reporting, compliance investigations by NERC (or a regional reliability organization) and the FERC, periodic data submittals, exception reporting, and complaints. The penalty that might be imposed for violating the requirements of the standards is a function of the Violation Risk Factor. Penalties for the most severe violations can reach as high as $1 million per violation, per day, and our projects could be exposed to these penalties if violations occur.

Our projects are subject to significant environmental and other regulations.

        Our projects are subject to numerous and significant federal, state, provincial and local laws, including statutes, regulations, by-laws, guidelines, policies, directives and other requirements governing or relating to, among other things: air emissions; discharges into water; ash disposal; the storage,

16

handling, use, transportation and distribution of dangerous goods and hazardous, residual and other regulated materials, such as chemicals; the prevention of releases of hazardous materials into the environment; the prevention, presence and remediation of hazardous materials in soil and groundwater, both on and off site; land use and zoning matters; and workers' health and safety matters. Our facilities could experience incidents, malfunctions or other unplanned events that could result in spills or emissions in excess of permitted levels and result in personal injury, penalties and property damage. As such, the operation of our projects carries an inherent risk of environmental, health and safety liabilities (including potential civil actions, compliance or remediation orders, fines and other penalties), and may result in the projects being involved from time to time in administrative and judicial proceedings relating to such matters. We have implemented environmental, health and safety management programs designed to continuously improve environmental, health and safety performance.

        The Clean Air Act of 1963, as amended, and related regulations and programs of the U.S. Environmental Protection Agency (the "EPA") extensively regulate the air emissions of sulfur dioxide, nitrogen oxides, mercury and other compounds by power plants. Environmental laws and regulations have generally become more stringent over time, and this trend may continue. In particular, the EPA promulgated the final Cross-State Air Pollution Rule ("CSAPR") which replaces the Clean Air Interstate Rule ("CAIR") and requires 27 states and the District of Columbia to curb emissions of sulfur dioxide and nitrogen oxides from power plants through more aggressive state-by-state emissions limits for nitrogen oxides and sulfur dioxide. The first phase of compliance was to begin on January 1, 2012 and the second (and more restrictive) phase would begin on January 1, 2014. On December 30, 2011, the U.S. Court of Appeals stayed CSAPR pending hearings in the second quarter of 2012. The court could issue a final decision on the merits of CSAPR in the summer or early fall of 2012. In the interim, the regulations of the CAIR remain in place. Compliance with the new rule, when implanted, may have a material adverse impact on our business, operations or financial condition.

        The EPA proposed new mercury and air toxics emissions standards for power plants on May 3, 2011 and issued a final rule on December 16, 2011. Meeting these new standards at our coal-fired facility may have a material adverse impact on our business, operations or financial condition.

        The Resource Conservation and Recovery Act of 1976, as amended, has historically exempted fossil fuel combustion wastes from hazardous waste regulation. However, in June 2010 the EPA proposed two alternative sets of regulations governing coal ash. One set of proposed regulations would designate coal ash as "special waste" and bring ash impoundments at coal-fired power plants under federal regulations governing hazardous solid waste under Subtitle C of the Resource Conservation and Recovery Act. Another set of proposed regulations would regulate coal ash as a non-hazardous solid waste. If the EPA determines to regulate coal ash as a hazardous waste, our 40% owned coal-fired facility may be subject to increased compliance obligations and costs associated that may have a material adverse impact on our business, operations or financial condition.

        Significant costs may be incurred for either capital expenditures or the purchase of allowances under any or all of these programs to keep the projects compliant with environmental laws and regulations. The projects' PPAs do not allow for the pass through of emissions allowance or emission reduction capital expenditure costs, with the exception of Pasco. However, the Selkirk project has such a PPA without pass-through, yet participated in a settlement with New York utilities, IPPs and the state in which any required RGGI costs shall nonetheless be reimbursed to the IPPs. If it is not economical to make those expenditures it may be necessary to retire or mothball facilities, or restrict or modify our operations to comply with more stringent standards.

        Our projects have obtained environmental permits and other approvals that are required for their operations. Compliance with applicable environmental laws, regulations, permits and approvals and material future changes to them could materially impact our businesses. Although we believe the operations of the projects are currently in material compliance with applicable environmental laws,

17

licenses, permits and other authorizations required for the operation of the projects, and although there are environmental monitoring and reporting systems in place with respect to all the projects, there is no guarantee that more stringent laws will not be imposed, that there will not be more stringent enforcement of applicable laws or that such systems may not fail, which may result in material expenditures. Failure by the projects to comply with any environmental, health or safety requirements, or increases in the cost of such compliance, including as a result of unanticipated liabilities or expenditures for investigation, assessment, remediation or prevention, could result in additional expense, capital expenditures, restrictions and delays in the projects' activities, the extent of which cannot be predicted.

        Ongoing public concerns about emissions of CO₂ and other greenhouse gases have resulted in the enactment of, and proposals for, laws and regulations at the federal, state and regional levels, some of which do or could apply to some of our project operations. For example, the multi-state CO₂ cap-and-trade program, known as the Regional Greenhouse Gas Initiative, applies to our fossil fuel facilities in the Northeast region. The Regional Greenhouse Gas Initiative program went into effect on January 1, 2009. CO₂ allowances are now a tradable commodity.

        California, British Columbia and Ontario are part of the Western Climate Initiative, which is developing a regional cap-and-trade program to reduce greenhouse gas emissions in the region to 15% below 2005 levels by 2020.

        In 2006, the State of California passed legislation initiating two programs to control/reduce the creation of greenhouse gases. The two laws are more commonly known as AB 32 and SB 1368. Under AB 32 (the Global Warming Solutions Act), the California Air Resources Board ("CARB") is required to adopt a greenhouse gas emissions cap on all major sources (not limited to the electric sector). In order to do so, it must adopt regulations for the mandatory reporting and verification of greenhouse gas emissions and to reduce state-wide emissions of greenhouse gases to 1990 levels by 2020. On October 20, 2011, the CARB adopted rules whose first phase will take full effect on January 1, 2013. Starting that date, electricity generators and certain other facilities will be subject to an allowance for greenhouse gas emissions. Allowances will be allocated by both formulas set by the CARB and auctions. Legal challenges to the program are underway and additional challenges are anticipated.

        SB 1368 added the requirement that the California Energy Commission, in consultation with the California Public Utilities Commission (the "CPUC") and the CARB establish greenhouse gas emission performance standards and implement regulations for power purchase agreements for a term of five or more years entered into prospectively by publicly-owned electric utilities. The legislation directs the California Energy Commission to establish the performance standard as one not exceeding the rate of greenhouse gas emitted per megawatt-hour associated with combined-cycle, gas turbine baseload generation, such as our North Island project.

        In addition to the regional initiatives, legislation for the reduction of greenhouse gases has been introduced at the federal level and if passed, may eventually override the regional efforts with a national cap and trade program. To date, however, federal bills to create both a cap-and-trade allowance system and a renewable/efficiency portfolio standard have not been adopted into law. Separately, the EPA has taken several recent actions for the regulation of greenhouse gas emissions.

        The EPA's actions include its finding of "endangerment" to public health and welfare from greenhouse gases, its issuance in September 2009 of the Final Mandatory Reporting of Greenhouse Gases Rule which requires large sources, including power plants, to monitor and report greenhouse gas emissions to the EPA annually starting in 2011, and its publication in May 2010 of its final Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule, which took effect in 2011 and requires large industrial facilities, including power plants, to obtain permits to emit, and to use best available control technology to curb emissions of, greenhouse gases. Proposed EPA regulations to

18

impose greenhouse gas new source performance standards for electricity utility stream generating units are anticipated in 2012.

        The implementation of existing CO₂ and other greenhouse gas legislation or regulation, the introduction of new regulation, or other future regulatory developments may subject us to increased compliance obligations and costs that could have a material adverse impact on our business, operations or financial condition.

        All of our generating facilities complied with the March 31, 2011 requirement to submit 40 CFR Part 98 Mandatory Greenhouse Gas reporting for the emission of eligible site generated greenhouse gases in 2010. This is a national requirement and stands as a start in developing a baseline for greenhouse gases emissions at a national level.

Increasing competition could adversely affect our performance and the performance of our projects.

        The power generation industry is characterized by intense competition, and our projects encounter competition from utilities, industrial companies and other independent power producers, in particular with respect to uncontracted output. In recent years, there has been increasing competition among generators for power sales agreements, and this has contributed to a reduction in electricity prices in certain markets where supply has surpassed demand plus appropriate reserve margins. Increasing competition among participants in the power generation industry may adversely affect our performance and the performance of our projects.

We have limited control over management decisions at certain projects.

        In a number of cases, our projects are not wholly-owned by us or we have contracted for their operations and maintenance, and in some cases we have limited control over the operation of the projects. Although we generally prefer to acquire projects where we have control, we may make acquisitions in non-control situations to the extent that we consider it advantageous to do so and consistent with regulatory requirements and restrictions, including the Investment Company Act of 1940. Third-party operators (such as Caithness, PPMS and Western) operate many of the projects. As such, we must rely on the technical and management expertise of these third-party operators, although typically we are represented on a management or operating committee if we do not own 100% of a project. To the extent that such third-party operators do not fulfill their obligations to manage the operations of the projects or are not effective in doing so, the amount of cash available to pay dividends may be adversely affected.

We may face significant competition for acquisitions and may not successfully integrate acquisitions.

        Our business plan includes growth through identifying suitable acquisition opportunities, pursuing such opportunities, consummating acquisitions and effectively integrating them with our business. We may be unable to identify attractive acquisition candidates in the power industry in the future, and we may not be able to make acquisitions on an accretive basis or be sure that acquisitions will be successfully integrated into our existing operations, any of which could negatively impact our ability to continue paying dividends in the future at current rates.

        Although electricity demand is expected to grow, creating the need for more generation, and the U.S. power industry is continuing to undergo consolidation and may offer attractive acquisition opportunities, we are likely to confront significant competition for those opportunities and, to the extent that any opportunities are identified, we may be unable to effect acquisitions or investments.

19

        Any acquisition or investment may involve potential risks, including an increase in indebtedness, the inability to successfully integrate operations, the potential disruption of our ongoing business, the diversion of management's attention from other business concerns and the possibility that we pay more than the acquired company or interest is worth. There may also be liabilities that we fail to discover, or are unable to discover, in our due diligence prior to the consummation of an acquisition, and we may not be indemnified for some or all these liabilities. In addition, our funding requirements associated with acquisitions and integration costs may reduce the funds available to us to make dividend payments.

Our equity interests in certain of projects may be subject to transfer restrictions.

        The partnership or other agreements governing some of the projects may limit a partner's ability to sell its interest. Specifically, these agreements may prohibit any sale, pledge, transfer, assignment or other conveyance of the interest in a project without the consent of the other partners. In some cases, other partners may have rights of first offer or rights of first refusal in the event of a proposed sale or transfer of our interest. These restrictions may limit or prevent us from managing our interests in these projects in the manner we see fit, and may have an adverse effect on our ability to sell our interests in these projects at the prices we desire.

The projects are exposed to risks inherent in the use of derivative instruments.

        We and the projects may use derivative instruments, including futures, forwards, options and swaps, to manage commodity and financial market risks. In the future, the project operators could recognize financial losses on these arrangements as a result of volatility in the market values of the underlying commodities or if a counterparty fails to perform under a contract. If actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts would involve judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.

        Most of these contracts are recorded at fair value with changes in fair value recorded currently in earnings, resulting in significant volatility in our income (as calculated in accordance with GAAP) that does not significantly affect current period cash flows or the underlying risk management purpose of the derivative instruments. As a result, we may be unable to accurately predict the impact that our risk management decisions may have on our quarterly and annual income (as calculated in accordance with GAAP).

        If the values of these financial contracts change in a manner that we do not anticipate, or if a counterparty fails to perform under a contract, it could harm our financial condition, results of operations and cash flows. We have executed natural gas swaps to reduce our risks to changes in the market price of natural gas, which is the fuel consumed at many of our projects. Due to declining natural gas prices, we have incurred losses on these natural gas swaps. We execute these swaps only for the purpose of managing risks and not for speculative trading.

Construction projects are subject to construction risk.

        In any construction project, there is a risk that circumstances occur which prevent the timely completion of a project, cause construction costs to exceed the level budgeted, or result in operating performance standards not being met. In the event a power project does not achieve commercial operation by its expected date, the project may be subject to increased construction costs associated with the continuing accrual of interest on the project's construction loan, which customarily matures at the start of commercial operation and converts to a term loan. A delay in completion of construction may also impact a project under its PPA which may include penalty provisions for a delay in commercial operation date or in situations of extreme delay, termination of the PPA.

20

        Construction cost overruns which exceed the project's construction contingency amount may require that the project owner infuse additional funds in order to complete construction.

        At the completion of construction, the power project may not meet its expected operating performance levels. Adverse circumstances may impact the design, construction, and commissioning of the project that could result in reduced output, increased heat rate or excessive air emissions.

        The Piedmont project commenced construction in November 2010 and is expected to be completed in late 2012. A delay in completion could result in the delay and/or loss of the proceeds from the 1603 grant.

Our Canadian Hills project is subject to construction risk.

        Our Canadian Hills project commenced construction in April 2012 and is expected to be completed and begin commercial operations in late 2012. In any construction project, there is a risk that circumstances occur which prevent its timely completion, cause construction costs to exceed the level budgeted or result in operating performance standards not being met.

        In the event Canadian Hills does not begin commercial operations by its expected date, the project may be subject to increased construction costs associated with the continuing accrual of interest on the project's construction loan, which matures at the start of commercial operation. A delay in completion of construction may also impact a project under its PPA which may include penalty provisions for a delay in commercial operation date or in situations of extreme delay, termination of the PPA. To the extent actual construction costs of the project exceed estimates, we will have to contribute additional funds in order to complete construction. We have entered into contracts with our turbine suppliers and balance of plant contractor which contain terms and conditions (e.g. liquidated damages provisions) designed to mitigate those risks.

        In addition, the federal government provides economic incentives to the owners of wind energy facilities such as Canadian Hills. As provided by the American Recovery and Reinvestment Act of 2009, the owners of qualifying wind energy facilities placed in service before the end of 2012 are eligible for production tax credits in the form of a ten-year tax credit against federal income tax obligations. In the event Canadian Hills (or some subset of Wind Turbines) are not placed in service by the end of 2012 and Congress does not extend the production tax credit provision, this could have a material adverse effect on the project's financial condition. Moreover, upon the commencement of commercial operations, we currently expect to repay outstanding amounts under the $310 million construction loan facility for the project with the proceeds of tax equity investments by institutional investors. If we do not qualify for production tax credits, however, we will be unable to secure the same amount of tax equity investments for the project and will need to seek alternative form of financing for the project. We may be unable to secure alternative forms of financing on favorable terms or at all.

        At the completion of construction, Canadian Hills may not meet its expected operating performance levels or prove to be accretive to our cash flow from operations. Adverse circumstances may impact the design, construction, and commissioning of the project that could result in reduced output or other unfavorable results. Any of these risks could adversely affect the cash flow, financial position and results of operations of Canadian Hills, and could adversely affect our cash available for dividends to stockholders.

If financing for our Canadian Hills project is unavailable, we may not be able to complete construction of the project.

        Pursuant to the terms of the Canadian Hills' construction financing facility, we have agreed to make equity contributions in aggregate amount of $180 million to Canadian Hills to finance the project construction and development costs in excess of the borrowings available under the financing facility.

21

While we do not need to begin making our equity contributions until the construction loan facility is drawn down in full, we are required thereafter to make our equity contributions as necessary to meet construction draws as they occur. The precise required timing and amount of the draws depends upon the progress of the project construction, which will be subject to a variety of contingencies, many of which will be beyond our control.

        We anticipate funding our equity commitment with the proceeds of one or more financing arrangements, including offerings of convertible debentures and common shares, borrowings under our revolving credit facility or other senior debt facilities or issuances, or a combination thereof. The sources of financing for our equity commitment will depend upon a variety of factors, including market conditions, and we may not be able to complete securities offerings successfully or at all. In addition, borrowings under our existing revolving credit facility may only be used to fund our equity commitment in Canadian Hills with the consent of the applicable lenders under that facility. While we have received an approximately $360 million bridge facility commitment from Morgan Stanley to provide flexibility in the timing of the tax equity and permanent capital raise. Draws on this facility are subject to meeting covenants under our existing revolving credit facility. Funding under the bridge facility is also subject to certain conditions, including, without limitation, that there shall not have occurred a material adverse effect with respect to us (or Canadian Hills). If the bridge facility were to be drawn down and not repaid within one year, refinancing terms could be unfavorable and have an adverse impact on the Company. In the event that the lenders under our existing revolving credit facility or the bridge facility fail to provide or consent to funding for any reason, we may not be able to complete construction of the Canadian Hills project in a timely manner or at all, which would have a material adverse effect on our financial condition and results of operations.

Certain employees are subject to collective bargaining.

        A number of our plant employees, one plant in British Columbia and four plants in Ontario are subject to collective bargaining agreements. These agreements expire periodically and we may not be able to renew them without a labor disruption or without agreeing to significant increases in labor costs.

Our Pension Plan may require future contributions.

        Certain of our employees in Canada are participants in a defined benefit pension plans that we sponsor. As of December 31, 2011, the unfunded pension liability on our pension plan was approximately $2.2 million. The amount of future contributions to our defined benefit plan will depend upon asset returns and a number of other factors and, as a result, the amounts we will be required to contribute in the future may vary. Cash contributions to the plan will reduce the cash available for our business.

Risks Related to Our Structure

Distribution of available cash may restrict our potential growth.

        A payout of a significant portion of our operating cash flow may make additional capital and operating expenditures dependent on increased cash flow or additional financing in the future. Lack of these funds could limit our future growth and cash flow. In addition, we may be precluded from pursuing otherwise attractive acquisitions or investments if the projected short-term cash flow from the acquisition or investment is not adequate to service the capital raised to fund the acquisition or investment.

22

A downgrade in Atlantic Power's or the Partnership's credit ratings or any deterioration in their credit quality could negatively affect our ability to access capital and our ability to hedge and could trigger termination rights under certain contracts.

        A downgrade in Atlantic Power's or the Partnership's credit ratings or deterioration in their credit quality could adversely affect our ability to renew existing, or obtain access to new, credit facilities and could increase the cost of such facilities and/or trigger termination rights or enhanced disclosure requirements under certain contracts to which Atlantic or the Partnership is a party. Any downgrade of Atlantic's or the Partnership's corporate credit rating could cause counterparties to require us to post letters of credit or other additional collateral, make cash prepayments, obtain a guarantee agreement or provide other security, all of which would expose us to additional costs and/or could adversely affect our ability to comply with covenants or other obligations under any of our revolving credit facility, convertible debentures or unsecured notes or any other financing arrangements, borrowings or indebtedness (or could constitute an event of default under any such financing arrangements, borrowings or indebtedness that we may be unable to cure), any of which could have a material adverse effect on our business, results of operations and financial condition.

We are subject to Canadian tax.

        As a Canadian corporation, we are generally subject to Canadian federal, provincial and other taxes, and dividends paid by us are generally subject to Canadian withholding tax if paid to a shareholder that is not a resident of Canada. We completed our initial public offering on the TSX in November 2004. At the time of the initial public offering, our public security was an Income Participating Security ("IPS"). Each IPS was comprised of one common share and Cdn$5.767 principal value of 11% subordinated notes due 2016. In the fourth quarter of 2009, we converted to a traditional common share company through a shareholder approved plan of arrangement in which each IPS was exchanged for one of our new common shares. Our new common shares were listed and posted for trading on the TSX commencing on December 2, 2009 and trade under the symbol "ATP," and the former IPSs, which traded under the symbol "ATP.UN," were delisted at that time. In connection with our conversion from an IPS structure to a traditional common share structure and the related reorganization of our organizational structure, we received a note from our primary U.S. holding company (the "Intercompany Note"). We are required to include, in computing our taxable income, interest on the Intercompany Note.

        On November 5, 2011, we acquired directly and indirectly, all of the outstanding limited partnership units of the Partnership pursuant to a court-approved plan of arrangement. We are required to include the income or loss from the Partnership in our taxable income. We expect that our existing tax attributes initially will be available to offset the income inclusions noted herein such that they will not result in an immediate material increase to our liability for Canadian taxes. However, once we fully utilize our existing tax attributes (or if, for any reason, these attributes were not available to us), our Canadian tax liability would materially increase. Although we intend to explore potential opportunities in the future to preserve the tax efficiency of our structure, no assurances can be given that our Canadian tax liability will not materially increase at that time.

Our prior and current structure may be subject to additional U.S. federal income tax liability.

        Under our prior IPS structure, we treated the subordinated notes as debt for U.S. federal income tax purposes. Accordingly, we deducted the interest payments on the subordinated notes and reduced our net taxable income treated as "effectively connected income" for U.S. federal income tax purposes. Under our current structure, our subsidiaries that are incorporated in the United States are subject to U.S. federal income tax on their income at regular corporate rates (currently as high as 35%, plus state and local taxes), and one of our U.S. holding companies will claim interest deductions with respect to the Intercompany Note in computing its income for U.S. federal income tax purposes. The Partnership

23

acquisition added another U.S. holding company to our structure. This holding company owns the U.S. operating assets of the Partnership. This group currently has certain intercompany financing arrangements (the "Partnership Financing Arrangements") in place. We claim interest deductions in the U.S. with respect to the Partnership Financing Arrangements. To the extent any interest expense under the subordinated notes, the Intercompany Note or the Partnership Financing Arrangements is disallowed or is otherwise not deductible, the U.S. federal income tax liability of our U.S. holding companies will increase, which could materially affect the after-tax cash available to distribute to us.

        While we received advice from our U.S. tax counsel, based on certain representations by us and our U.S. holding companies and determinations made by our independent advisors, as applicable, that the subordinated notes and the Intercompany Note should be treated as debt for U.S. federal income tax purposes, and the Partnership has received advice from its U.S. accountants, based on certain representations by its holding companies, that the payments on the Partnership Financing Arrangements should be deductible for U.S. federal income tax purposes, it is possible that the Internal Revenue Service ("IRS") could successfully challenge these positions and assert that any of these arrangements be treated as equity rather than debt for U.S. federal income tax purposes or that the interest on such arrangements are otherwise not deductible. In this case, the otherwise deductible interest would be treated as non-deductible distributions and, in the case of the Intercompany Note and the Partnership Financing Arrangements, may be subject to U.S. withholding tax to the extent our U.S. holding company had current or accumulated earnings and profits. The determination of debt or equity treatment for U.S. federal income tax purposes is based on an analysis of the facts and circumstances. There is no clear statutory definition of debt for U.S. federal income tax purposes, and its characterization is governed by principles developed in case law, which analyzes numerous factors that are intended to identify the nature of the purported creditor's interest in the borrower.

        Furthermore, not all courts have applied this analysis in the same manner, and some courts have placed more emphasis on certain factors than other courts have. To the extent it were ultimately determined that our interest expense on the subordinated notes, the Intercompany Note or the Partnership Financing Arrangements were disallowed, our U.S. federal income tax liability for the applicable open tax years would materially increase, which could materially affect the after-tax cash available to us to distribute. Alternatively, the IRS could argue that the interest on the subordinated notes, the Intercompany Note or the Partnership Financing Arrangements exceeded or exceeds an arm's length rate, in which case only the portion of the interest expense that does not exceed an arm's length rate may be deductible and, in the remainder may be subject to U.S. withholding tax to the extent our U.S. holding companies had current or accumulated earnings and profits. We have received advice from independent advisors that the interest rate on these debt instruments was and is, as applicable, commercially reasonable in the circumstances, but the advice is not binding on the IRS.

        Furthermore, our U.S. holding companies' deductions attributable to the interest expense on the Intercompany Note and/or certain of the Partnership Financing Arrangements may be limited by the amount by which its net interest expense (the interest paid by our U.S. holding company on all debt, including the Intercompany Note and the Partnership Financing Arrangements, less its interest income) exceeds 50% of their adjusted taxable income (generally, U.S. federal taxable income before net interest expense, net operating loss carryovers, depreciation and amortization). Any disallowed interest expense may currently be carried forward to future years. Moreover, proposed legislation has been introduced, though not enacted, several times in recent years that would further limit the 50% of adjusted taxable income cap described above to 25% of adjusted taxable income, although recent proposals in the Fiscal Year Budget for 2010 would only apply the revised rules to certain foreign corporations that were expatriated. Furthermore, if our U.S. holding companies do not make regular interest payments as required under these debt agreements, other limitations on the deductibility of interest under U.S. federal income tax laws could apply to defer and/or eliminate all or a portion of the interest deduction that our U.S. holding company would otherwise be entitled to. Finally, the

24

applicability of recent changes to the U.S.-Canada Income Tax Treaty to the structure associated with certain of the Partnership Financing Arrangements may result in distributions from the Partnership's U.S. group to its Canadian parent being subject to a 30% rate of withholding tax instead of the 5% rate that would otherwise have applied.

        Our U.S. holding companies have existing net operating loss carryforwards that we can utilize to offset future taxable income. While we expect these losses will be available to us as a future benefit, in the event that they are successfully challenged by the IRS or subject to future limitations, our ability to realize these benefits may be limited. A reduction in our net operating losses, or a limitation on our ability to use such losses, may result in a material increase in our future income tax liability. Our U.S. Holding companies include the Partnership's U.S. Holding company, Atlantic Power (US) GP, which has net operating loss carryforwards attributable to tax years prior to our acquisition. It is anticipated that these net operating loss carryforwards will be available to offset future taxable income of Atlantic Power (US) GP; however, their use may be subject to an annual limitation. While we expect these losses will be available to us as a future benefit, in the event that they are successfully challenged by the IRS or subject to additional future limitations, our ability to realize these benefits may be limited. A reduction in our net operating losses, or additional limitations on our ability to use such losses, may result in a material increase in our future income tax liability.

Risks Related to the Acquisition of the Partnership

The failure to integrate successfully the businesses of Atlantic Power and the Partnership in the expected timeframe would adversely affect the combined company's future result.

        The success of our acquisition of the Partnership, which was completed in the fourth quarter of 2011, will depend, in large part, on our ability to realize the anticipated benefits, including modest cost savings, from combining the businesses of Atlantic Power and the Partnership. To realize these anticipated benefits, the businesses of Atlantic Power and the Partnership must be successfully integrated. This integration will be complex and time-consuming. The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company not fully achieving the anticipated benefits of the Plan of Arrangement.

        Potential difficulties that may be encountered in the continuing integration process include the following:

•

challenges associated with managing the larger, more complex, combined business;

•

conforming standards, controls, procedures and policies, business cultures and compensation structures between the entities;

•

integrating personnel from the two entities while maintaining focus on developing, producing and delivering consistent, high quality services;

•

consolidating corporate and administrative infrastructures;

•

coordinating geographically dispersed organizations;

•

potential unknown liabilities and unforeseen expenses, delays or regulatory conditions;

•

performance shortfalls at one or both of the entities as a result of the diversion of management's attention caused integrating the entities' operations; and

•

the ability of the combined company to deliver on its strategy going forward.

25

If goodwill or other intangible assets that we record in connection with the acquisition become impaired, we could have to take significant charges against earnings.

        In connection with the accounting for the acquisition, we have recorded a significant amount of goodwill and other intangible assets. Under U.S. GAAP, we must assess, at least annually and potentially more frequently, whether the value of goodwill and other indefinite-lived intangible assets have been impaired. Amortizing intangible assets will be assessed for impairment in the event of an impairment indicator. Any reduction or impairment of the value of goodwill or other intangible assets will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders' equity in future periods.

Our success depends in part on our ability to retain, motivate and recruit executives and other key employees, and failure to do so could negatively affect us.

        Our success depends in part on our ability to retain, recruit and motivate key employees. Experienced employees in the power industry are in high demand and competition for their talents can be intense. Employees of both Atlantic Power and the Partnership may experience uncertainty about their future role with the combined company even after, strategies with regard to the combined company are announced or executed. The potential distractions may adversely affect our ability to attract, motivate and retain executives and other key employees and keep them focused on applicable strategies and goals. A failure to retain and motivate executives and other key employees could have an adverse impact on our business.

Atlantic Power Preferred Equity Ltd. (formerly named CPI Preferred Equity Ltd.) is subject to Canadian tax, as is Atlantic Power's income from the Partnership.

        As a Canadian corporation, we are generally subject to Canadian federal, provincial and other taxes. See "Risks Related to Our Structure—We are subject to Canadian tax." We are required to include in computing our taxable income any income earned by the Partnership. In addition, Atlantic Power Preferred Equity Ltd., a subsidiary of the Partnership, is also a Canadian corporation and is generally subject to Canadian federal, provincial and other taxes. Atlantic Power Preferred Equity Ltd. is liable to pay its applicable Canadian taxes.

Risks Relating to the Exchange Offer

You may not be able to sell your Old Notes if you do not exchange them for Exchange Notes in the exchange offer.

        If you do not exchange your Old Notes for Exchange Notes in the exchange offer, your Old Notes will continue to be subject to restrictions on transfer. In general, you may not offer, sell or otherwise transfer the Old Notes in the United States unless they are:

•

registered under the Securities Act;

•

offered or sold pursuant to an exemption from the Securities Act and applicable state securities laws; or

•

offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

        The Issuers and the guarantors do not currently anticipate that they will register the Old Notes under the Securities Act and, except for limited instances, they will not be under any obligation to do so under the Registration Rights Agreement or otherwise.

26

Your ability to sell your Old Notes may be significantly more limited and the price at which you may be able to sell your Old Notes may be significantly lower if you do not exchange them for Exchange Notes in the exchange offer.

        To the extent that the Old Notes are tendered and accepted for exchange in the exchange offer, the trading market for the Old Notes that remain outstanding may be significantly more limited. As a result, the liquidity of the Old Notes not tendered and accepted for exchange could be adversely affected. The extent of the market for Old Notes and the availability of price quotations would depend on a number of factors, including the number of holders of Old Notes remaining outstanding and the interest of securities firms in maintaining a market in the Old Notes. An issue of securities with a similar outstanding market value available for trading, which is called the "float," may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for the Old Notes that are not exchanged in the exchange offer may be affected adversely to the extent that the Old Notes exchanged in the exchange offer reduce the float. The reduced float also may make the trading price of the Old Notes that are not exchanged more volatile.

You must comply with the exchange offer procedures in order to receive new, freely tradable Exchange Notes.

        Delivery of Exchange Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of Old Notes into the exchange agent's account at DTC, as depositary, including an Agent's Message (as defined in "The Exchange Offer—Procedures for Tendering Old Notes Through Brokers and Banks"). We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Old Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. See "The Exchange Offer—Procedures for Tendering Old Notes Through Brokers and Banks" and "The Exchange Offer—Consequences of Failure to Exchange."

Some holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

        If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks Relating to our Indebtedness and the Exchange Notes

        If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.

        Original Notes that you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue New Notes in exchange for the Original Notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in "The Exchange Offer—Procedures for Tendering." These procedures and conditions include timely receipt by the exchange agent of such Original Notes (or a confirmation of book-entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent's message from The Depository Trust Company).

27

        Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the market for any Original Notes remaining after the completion of the exchange offer will be substantially limited. Any Original Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the Original Notes outstanding. Following the exchange offer, if you do not tender your Original Notes you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

We have a substantial amount of indebtedness, which may adversely affect our cash flow, financial condition, results of operations and ability to fulfill our obligations under the notes.

        As of March 31, 2012, our total indebtedness was approximately $1.9 billion, including $577.8 million of secured indebtedness. Our substantial indebtedness can have important consequences for you and significant effects on our business, including:

•

increasing our vulnerability to adverse economic, industry or competitive developments;

•

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

•

making it more difficult for us to satisfy our financial obligations, including with respect to the notes;

•

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

•

limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements and general corporate or other purposes;

•

limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; and

•

placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

Despite our existing indebtedness, we may still incur more debt, which could exacerbate the risks described above.

        We may be able to incur substantial additional indebtedness in the future. Although covenants contained in the indenture governing the notes and the credit agreement governing our senior secured revolving credit facility limit our ability to incur certain additional indebtedness, these restrictions are subject to qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. While the senior secured revolving credit facility limits new unsecured indebtedness by requiring compliance with certain financial covenants both before and after incurring such indebtedness, the indenture governing the notes only requires that we meet a specified pro forma ratio of earnings to fixed charges or have availability under a basket or carveout prior to incurring additional unsecured indebtedness. To the extent we incur additional indebtedness, the risks associated with our leverage described above, including our possible inability to service our debt, including the notes, would increase.

Servicing our debt will require a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control.

        Our ability to make payments on and refinance our debt and to fund capital expenditures depends on our ability to generate cash flow in the future. To some extent, our ability to generate future cash

28

flow is subject to general economic, financial, competitive and other factors that are beyond our control. We cannot assure you that:

•

our business will generate sufficient cash flow from operations;

•

we will continue to realize the cost savings, revenue growth and operating improvements that resulted from the execution of our long-term strategic plan; or

•

future sources of funding will be available to us in amounts sufficient to enable us to fund our liquidity needs.

        In addition, the ability to borrow funds under our senior secured revolving credit facility in the future will depend on our satisfying certain borrowing conditions in the agreement governing such facilities. We cannot assure you that our business will generate cash flow from operations or that future borrowings will be available to us under our senior secured revolving credit facility in an amount sufficient to enable us to pay our debt or to fund other liquidity needs. We also may experience difficulties repatriating cash from our foreign subsidiaries due to law, regulation or contracts which could further constrain our liquidity. If we cannot fund our liquidity needs, we will have to take actions such as reducing or delaying capital expenditures, marketing efforts, strategic acquisitions, investments and alliances, selling assets, restructuring or refinancing our debt, including the notes, or seeking additional equity capital. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable or favorable terms, or at all, or that they would permit us to meet our scheduled debt service obligations. Any inability to generate sufficient cash flow or refinance our debt on favorable terms could have a material adverse effect on our financial condition. In addition, if we incur additional debt, the risks associated with our substantial leverage, including the risk that we will be unable to service our debt or generate enough cash flow to fund our liquidity needs, could intensify.

Covenant restrictions under our senior secured revolving credit facility and the indenture governing our notes may limit our ability to operate our business.

        The agreement governing our senior secured revolving credit facility and the indenture governing the notes contain covenants that may restrict our ability to, among other things, borrow money, make capital expenditures and certain distributions on our equity, enter into sale and lease back transactions and effect a consolidation, merge or dispose of all or substantially all of our assets. Although the covenants in the senior secured revolving credit facility and the indenture governing the notes are subject to various exceptions, we cannot assure you that these covenants will not adversely affect our ability to finance future operations or capital needs or to engage in other activities that may be in our best interest. In addition, covenants in the indentures governing the debt securities of the Partnership and certain of its subsidiaries may limit our ability to operate our business. In addition, our new credit facility requires us to maintain a specified financial ratio and satisfy certain financial condition tests, which may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. A breach of any of these covenants could result in a default under our senior secured revolving credit facility and the indenture governing the notes. If an event of default under our senior secured revolving credit facility occurs, the lenders thereunder could elect to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. In addition, our senior secured revolving credit facility will be secured by first priority security interests on certain of our real and personal property and pledges of the capital stock of certain of our subsidiaries. If we are unable to pay all amounts declared due and payable in the event of a default, the lenders could foreclose on these assets. See "Management's Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources" and "Description of Exchange Notes" for additional information.

29

The restrictive covenants in the indenture governing the notes may be less protective than those typically found in covenant packages for non-investment grade debt securities.

        Although the notes contain restrictive covenants, these covenants are less protective than is customary for non-investment grade debt securities and are subject to a number of important exceptions and qualifications. For example, the indenture does not limit our ability to make asset sales, enter into transactions with affiliates, prepay subordinated debt or make investments. See "Description of Exchange Notes" for a more detailed description of the covenants that will be in the indenture governing the notes.

The notes and the guarantees are unsecured and effectively subordinated to our and the guarantors' existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, and the indebtedness of our subsidiaries that do not guarantee the notes.

        The notes and the guarantees are our senior unsecured obligations ranking effectively junior in right of payment to all of our existing and future secured indebtedness and that of each guarantor, including indebtedness under our senior secured revolving credit facility to the extent of the value of the assets securing such indebtedness. Additionally, the indenture governing the notes permit us to incur additional secured indebtedness in the future. In the event that we or a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, holders of our and our guarantor's secured indebtedness will be entitled to be paid in full from our assets or the assets of the guarantor, as applicable, securing such indebtedness before any payment may be made with respect to the notes or the affected guarantees. Holders of the notes will participate ratably with all holders of our senior unsecured indebtedness, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. As of March 31, 2012, the notes and the guarantees were effectively subordinated to approximately $577.8 million of senior secured indebtedness.

        You will not have any claim as a creditor against the subsidiaries that are not guarantors of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of non-guarantor subsidiaries will be effectively senior to any claim you may have against these non-guarantor subsidiaries relating to the notes. In the event of a bankruptcy, liquidation, reorganization or other winding up of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those non-guarantor subsidiaries before any assets are made available for distribution to us. See "Description of Exchange Notes—General" for additional information.

We may not have the ability to raise the funds necessary to finance the offer to purchase required by the indenture governing the notes upon a change of control triggering event.

        Upon certain kinds of changes of control coupled with a ratings downgrade by two ratings agencies in connection therewith, we are required to offer to purchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. Any such change of control might also constitute a change of control as defined in our then-existing credit facility and thereby become an event of default under that facility. Therefore, upon the occurrence of such a change of control, the lenders under our then-existing credit facility would have the right to accelerate their loans and we would be required to prepay all outstanding obligations under the then-existing credit facility, as applicable, before the notes could be repurchased. We cannot assure you that we will have available funds sufficient to pay the change of control triggering event purchase price for any or all of the notes that might be delivered by holders of the notes seeking to accept the change of control triggering event offer. See "Description of Exchange Notes—Repurchase of Notes Upon a Change of Control" and "Management's Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources" for additional information.

30

Canadian bankruptcy and insolvency laws may impair the trustees' ability to enforce remedies under the notes.

        The rights of the trustees who represent the holders of the notes to enforce remedies could be restricted or delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to us. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies' Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal to be voted on by the various classes of its affected creditors. A restructuring proposal, if accepted by the requisite majorities of each affected class of creditors, and if approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors who do not vote to accept the proposal. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place.

        The powers of the court under the Bankruptcy and Insolvency Act (Canada), and particularly under the Companies' Creditors Arrangement Act (Canada), have been interpreted and exercised broadly so as to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, we cannot predict whether payments under the notes would be made during any proceedings in bankruptcy, insolvency or other restructuring, whether or when a trustee could exercise its rights under the applicable indenture governing the notes or whether and to what extent holders of the notes would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursements of the respective trustees.

U.S. federal and state statutes allow courts, under specific circumstances, to avoid the notes and guarantees thereof, and to require holders of the notes to return payments received in respect thereof.

        Our creditors and the creditors of the guarantors of the notes could challenge the issuance of the notes or the guarantors' issuance of their guarantees, respectively, as fraudulent conveyances or on other grounds. Under U.S. federal bankruptcy law and similar provisions of state fraudulent transfer laws, the issuance of notes and the delivery of the guarantees could be avoided (that is, cancelled) as fraudulent transfers if a court determined that the issuer, at the time it issued the notes, or a guarantor, at the time it issued its guarantee:

•

issued the notes or guarantee, as the case may be, with the intent to hinder, delay or defraud its existing or future creditors; or

•

received less than reasonably equivalent value or did not receive fair consideration for the delivery of the notes or the guarantee, as the case may be, and if the issuer or guarantor:

•

was insolvent or rendered insolvent at the time it issued the notes or issued the guarantee;

•

was engaged in a business or transaction for which the issuer's or guarantor's remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts generally as they mature.

        If the notes or guarantees were avoided or limited under fraudulent transfer or other laws, any claim you may make against the issuer or the guarantors for amounts payable on the notes would be unenforceable to the extent of such avoidance or limitation. Moreover, the court could order you to return any payments previously made by the issuer or the guarantors.

31

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a party would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the sum of its property, at a fair valuation;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        We cannot be certain what standard a court would apply in making these determinations or, regardless of the standard, that a court would not avoid the notes or guarantees.

Canadian federal and provincial laws allow courts, under certain circumstances, to void guarantees and require the holders of notes to return payments received from guarantors.

        If creditors initiated a lawsuit or we or a guarantor became subject to Canadian bankruptcy, insolvency, liquidation, reorganization or similar proceedings, payments made to the holders of notes may be required to be returned or the guarantees may be avoided or set aside under Canadian federal or provincial legislation if it is judicially determined that, among other things:

•

at the time of the payment or of the making of the guarantee, the payor or guarantor, as the case may be, was insolvent and the payment or guarantee had the effect of or was given with a view to giving a preference to, or conferred a fraudulent or unjust preference on, the recipient or another guarantor;

•

the payment or making of the guarantee was intended to defeat, hinder, delay or defraud creditors; or

•

the payment or making of the guarantee was oppressive to creditors.

        The measures of insolvency for purposes of these preference and impeachable transaction laws will vary depending upon the law applied in any such proceeding and upon the valuation assumptions and methodology applied by the court. Generally, however, a party would be considered insolvent if:

•

it is unable to meet its obligations as they generally become due;

•

it has ceased meeting its current obligations in the ordinary course of business as they generally become due; and

•

the aggregate of its property is not, at a fair valuation, sufficient, or, if disposed at a fairly conducted sale under legal process, would not be sufficient to enable payment of all its liabilities, due and accruing due.

        As it relates to the guarantees, on the basis of historical financial information, recent operating history and other factors (including rights of contribution against other guarantors), we believe that none of the guarantors will be rendered insolvent by giving effect to such guarantor's guarantee.

        We cannot assure you, however, as to what standard a court would apply in making the relevant determinations or that a court would agree with our conclusions in this regard. The guarantees could be subject to the claim that, since the guarantees were given for our benefit, and only indirectly for the benefit of the guarantors, the obligations of the guarantors were incurred for less than reasonably equivalent value or fair consideration.

32

An active trading market may not develop for the notes, which may hinder your ability to liquidate your investment.

        The Exchange Notes are a new issue of securities and there is no established trading market for them, or for the Old Notes. We do not intend to apply for listing of the notes on any national securities exchange or seek the admission of the notes for quotation through any automated inter-dealer quotation system. As a result, an active trading market for the notes may not develop or be sustained. If an active trading market for the notes fails to develop or be sustained, the trading price of the notes could be adversely affected.

        We also cannot assure you that you will be able to sell your notes at a particular time or at all, or that the prices that you receive when you sell them will be favorable. If no active trading market develops, you may not be able to resell your notes at their fair market value, or at all. The liquidity of, and trading market for, the notes may also be adversely affected by, among other things:

•

prevailing interest rates;

•

our operating performance and financial condition;

•

the interest of securities dealers in making a market;

•

the market for similar securities.

        Historically, the market of non-investment grade debt like the notes has been subject to disruptions that have caused substantial market price fluctuations in the price of securities that are similar to the notes. Therefore, even if a trading market for the notes develops, it may be subject to disruptions and price volatility.

Because the Old Notes were issued with OID for U.S. federal income tax purposes, holders that participate in the Exchange Offer must continue to report OID.

        Because the stated principal amount of the Old Notes exceeded their issue price by more than a de minimis amount, the Old Notes were treated as issued with OID for U.S. federal income tax purposes. A holder of Exchange Notes subject to U.S. federal income taxation generally will be required to continue to include the OID in gross income (as ordinary income) in the manner as if the Old Notes had not been exchanged. See "Certain U.S. Federal Income Tax Considerations."

33

EXCHANGE RATE INFORMATION

        The following table sets forth, for each period indicated, the high and low exchange rates for one U.S. dollar, expressed in Canadian dollars, the average of such exchange rates on the last day of each month during such period and the exchange rate at the end of such period, based on the noon buying rate as quoted by the Bank of Canada. On May 17, 2012, the noon buying rate was $1.00 = C$1.0164.

	Three Months Ended March 31,				Twelve Months Ended December 31,
	2012		2011		2011		2010		2009		2008		2007
High	C$	1.0272	C$	1.0022	C$	1.0604	C$	1.0778	C$	1.3000	C$	1.2969	C$	1.1853
Low	C$	0.9849	C$	0.9686	C$	0.9449	C$	0.9946	C$	1.0292	C$	0.9719	C$	0.9170
Average	C$	1.0011	C$	0.9855	C$	0.9891	C$	1.0299	C$	1.1420	C$	1.0660	C$	1.0748
Period End	C$	0.9991	C$	0.9718	C$	1.0170	C$	0.9946	C$	1.0466	C$	1.2246	C$	0.9881

Source:    Bank of Canada

34

THE EXCHANGE OFFER

Purpose of the Exchange Offer

        The Old Notes were originally issued and sold on November 4, 2011. In connection with the original issuance and sale of the Old Notes, we entered into the Registration Rights Agreement pursuant to which we agreed, for the benefit of the holders of the Old Notes, at our cost, to use our commercially reasonable efforts:

•

to file with the SEC an exchange offer registration statement pursuant to which we and the guarantors will offer, in exchange for the Old Notes, new notes identical in all material respects to, and evidencing the same indebtedness as, the Old Notes (but will not contain terms with respect to transfer restrictions or provide for the additional interest described below); and

•

to cause the exchange offer registration statement to be declared effective under the Securities Act and exchange offer to be consummated by the 270^th day following the date on which we issued the Old Notes (the "Consummation Deadline").

        Under existing interpretations by the staff of the SEC as set forth in no-action letters issued to unrelated third parties and referenced below, we believe that the Exchange Notes issued in the exchange offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by any exchange noteholder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

such holder is not an "affiliate" of ours within the meaning of Rule 405 of the Securities Act;

•

such Exchange Notes are acquired in the ordinary course of the holder's business; and

•

such holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes.

        Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the Exchange Notes:

•

cannot rely on the position of the staff of the SEC set forth in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters; and

•

in the absence of an applicable exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the Exchange Notes or it may incur liability under the Securities Act. We will not be responsible for, or indemnify against, any such liability.

        If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

        We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the Exchange Notes as it has in other interpretations to third parties.

        This prospectus may be used for an offer to resell, for the resale or for other retransfer of Exchange Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the Old Notes for its own account as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes.

35

Please read the section entitled "Plan of Distribution" for more details regarding these procedures for the transfer of Exchange Notes. We have agreed, for a period of 180 days after the registration statement (of which this prospectus is a part) is declared effective, to make this prospectus available to any broker-dealer for use in connection with any resale of the Exchange Notes.

        In order to participate in the exchange offer, each holder of Old Notes that wishes to exchange Old Notes for Exchange Notes in the exchange offer will be required to make the representations described below under "Representations."

Shelf Registration Statement

        In the event that:

•

we determine that consummation of the exchange offer would violate any applicable law or applicable interpretations of the SEC; or

•

for any reason, we do not consummate the exchange offer by the Consummation Deadline; or

•

we received a written request (a "Shelf Request") from any "initial purchaser" of the Old Notes representing that it holds Old Notes that are or were ineligible to be exchanged in the exchange offer,

        then we will use our commercially reasonable efforts to cause to be filed as promptly as practicable after such determination, date or Shelf Request, as the case may be, a shelf registration statement providing for the sale of all Old Notes by the holders thereof and to have such shelf registration statement become effective. We have agreed to use our commercially reasonable efforts to keep any such shelf registration statement continuously effective until the securities cease to be Registrable Securities (as defined in the Registration Rights Agreement).

Additional Interest

        If (1) the exchange offer is not completed on or prior to the Consummation Deadline, (2) the shelf registration statement, if required, has not become effective on or prior to the dates specified in the Registration Rights Agreement, or (3) the Shelf Registration Statement, if required, has become effective but thereafter, subject to certain exceptions, ceases to be effective or usable in connection with resales of any notes registered under the shelf registration statement during the periods specified in the Registration Rights Agreement, then we will be in default under the Registration Rights Agreement (a "Registration Default"). If a Registration Default occurs, the interest rate on the Registrable Securities will be increased by (1) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (2) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the earlier of the date such Registration Default ends and November 4, 2012, up to a maximum increase of 0.50% per annum. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate will apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. When we have cured all of the Registration Defaults or as of the November 4, 2012, the interest rate on the Registrable Securities will revert immediately to the original level.

        The exchange offer is intended to satisfy our exchange offer obligations under the Registration Rights Agreement. The notes will not have rights to additional interest as set forth above upon the consummation of the exchange offer.

36

Terms of the Exchange Offer

        We are offering to exchange up to $460 million aggregate principal amount of the Exchange Notes, the issuance of which has been registered under the Securities Act, for an equal principal amount of the Old Notes. Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all Old Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Exchange Notes accepted in the exchange offer. Holders may tender some or all of their Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in denominations of $2,000 of principal amount and any integral multiple of $1,000 in excess thereof.

        The form and terms of the Exchange Notes are the same as the form and terms of the Old Notes except that the Old Notes have been registered under the Securities Act and will not have transfer restrictions or contain the additional interest provisions of the Old Notes. The Exchange Notes will evidence the same debt as the Old Notes and will be issued under and entitled to the benefits of the indenture. Consequently, the Old Notes and the Exchange Notes will be treated as a single class of debt securities under the indenture.

        As of the date of this prospectus, Old Notes representing $460 million in aggregate principal amount were outstanding, and there was one registered holder, CEDE & Co., as nominee of DTC. This prospectus is being sent to all registered holders of the Old Notes.

        The exchange offer is not conditioned on any minimum aggregate principal amount of Old Notes being tendered for exchange.

        We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC. We will be deemed to have accepted for exchange properly tendered Old Notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us and delivering the Exchange Notes to such holders.

        Old Notes that are not tendered for exchange in the exchange offer or that are tendered but we do not accept for exchange will remain outstanding and continue to accrue interest and will continue to be entitled to the rights and benefits such holders have under the indenture relating to the Old Notes. The Old Notes that are not exchanged will continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. Holders of the Old Notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

        Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "—Fees and Expenses" and "—Transfer Taxes" below.

Expiration Date; Extensions; Amendments

        The exchange offer will remain open for at least 20 business days. The term "expiration date" will mean 5:00 p.m., New York City time, on                        , 2012, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

        In order to extend the exchange offer, we will notify the exchange agent orally to be promptly confirmed in writing or in writing of any extension. We will notify in writing by press release or other

37

public announcement the registered holders of Old Notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion:

•

to delay accepting any Old Notes, to extend the exchange offer or, if any of the conditions to the exchange offer set forth below under "—Conditions to the Exchange Offer" have not been satisfied, to terminate the exchange offer, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

•

to amend the terms of the exchange offer in any manner.

        Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders by a press release or other public announcement. If we amend the exchange offer in a manner that we determine to constitute a material change in the exchange offer, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of Old Notes of such amendment, and we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer following notice of the material change. If we terminate an exchange offer as provided in this prospectus before accepting any Old Notes for exchange or if we amend the terms of the exchange offer in a manner that constitutes a fundamental change in the information set forth in the registration statement of which this prospectus forms a part, we will promptly file a post-effective amendment to the registration statement of which this prospectus forms a part. In addition, we will in all event comply with our obligation to exchange promptly all Old Notes properly tendered and accepted for exchange in the exchange offer.

Procedures for Tendering Old Notes Through Brokers and Banks

        Since the Old Notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for Exchange Notes. Therefore, to tender Old Notes subject to this exchange offer and to obtain Exchange Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer.

To tender your Old Notes in the exchange offer, you must:

•

comply with DTC's Automated Tender Offer Program ("ATOP") procedures described below; and

•

the exchange agent must receive a timely confirmation of a book-entry transfer of the Old Notes into its account at DTC through ATOP pursuant to the procedure for book-entry transfer described below, along with a properly transmitted Agent's Message (defined below), before the expiration date.

IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 5:00 P.M. (NEW YORK CITY TIME) DEADLINE ON            , 2012.

        In order to accept this exchange offer on behalf of a holder of Old Notes you must submit or cause your DTC participant to submit an Agent's Message as described below.

        The exchange agent, on our behalf, will seek to establish an ATOP account with respect to the outstanding Old Notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of outstanding Old Notes by causing the book-entry transfer of such Old Notes into our ATOP account in accordance with DTC's procedures for such transfers. Concurrently with the delivery of Old Notes, an Agent's

38

Message in connection with such book-entry transfer must be transmitted by DTC to, and received by, the exchange agent on or prior to 5:00 p.m., New York City Time on the expiration date. The confirmation of a book entry transfer into the ATOP account as described above is referred to herein as a "Book-Entry Confirmation."

        The term "Agent's Message" means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent's Message stating that such participant and beneficial holder agree to be bound by the terms of this exchange offer, including the letter of transmittal, and that the agreement may be enforced against such participant.

        Each Agent's Message must include the following information:

•

Name of the beneficial owner tendering such Old Notes;

•

Account number of the beneficial owner tendering such Old Notes;

•

Principal amount of Old Notes tendered by such beneficial owner; and

•

A confirmation that the beneficial holder of the Old Notes tendered has made the representations for our benefit set forth under "—Representations" below.

BY SENDING AN AGENT'S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS AND AGREES TO BE BOUND BY THE TERMS OF THIS EXCHANGE OFFER, INCLUDING THE LETTER OF TRANSMITTAL.

        The delivery of Old Notes through DTC, and any transmission of an Agent's Message through ATOP, is at the election and risk of the person tendering Old Notes. We will ask the exchange agent to instruct DTC to promptly return those Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old Notes on behalf of holders of the Old Notes.

        When you tender your outstanding Old Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus. By using the ATOP procedures to exchange Old Notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgements and the representations and warranties it contains, just as if you had signed it.

        We will decide all questions about the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered Old Notes, and our reasonable determination will be final and binding on you. We reserve the absolute right to: (1) reject any and all tenders of any particular Old Note not properly tendered; (2) refuse to accept any Old Note if, in our reasonable judgment or the judgment of our counsel, the acceptance would be unlawful; and (3) waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes before the expiration of the offer, other than those dependent upon the receipt of necessary government approvals. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will reasonably determine. Neither us, the exchange agent nor any other person will incur any liability for failure to notify you of any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions pursuant to (3) above with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.

39

Representations

        To participate in the exchange offer, each holder of Old Notes that wishes to exchange Old Notes for Exchange Notes in the exchange offer will be required to make the following representations:

•

it has full corporate (or similar) power and authority to tender, exchange, assign and transfer the Old Notes and to acquire the Exchange Notes;

•

when the Old Notes are accepted for exchange, the Issuers will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim; and

•

if such holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, then such holder will comply with the applicable provisions of the Securities Act with respect to any resale of the Exchange Notes. See "Plan of Distribution."

        Broker-dealers who cannot make the representations in item (3) of the paragraph above cannot use this exchange offer prospectus in connection with resales of the Exchange Notes issued in the exchange offer.

        Each holder of Old Notes that wishes to exchange Old Notes for Exchange Notes in the exchange offer and any beneficial owner of those Old Notes also will be required to make the following representations:

•

neither the holder nor any beneficial owner of the Old Notes is an "affiliate" (as defined in Rule 405 under the Securities Act) of the Issuers;

•

neither the holder nor any beneficial owner of the Old Notes is engaged in or intends to engage in, and has no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes;

•

any Exchange Notes to be acquired by the holder and any beneficial owner of the Old Notes pursuant to the exchange offer will be acquired in the ordinary course of business of the person receiving such Exchange Notes; and

•

the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

        BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.

        If you are our "affiliate," as defined under Rule 405 of the Securities Act, if you are a broker-dealer who acquired your Old Notes in the initial offering and not as a result of market-making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of Exchange Notes acquired in the exchange offer, you or that person:

•

cannot rely on the position of the staff of the SEC set forth in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters; and

•

in the absence of an applicable exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the Exchange Notes.

Acceptance of Outstanding Old Notes for Exchange; Delivery of Exchange Notes

        We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered Old Notes when we

40

have given oral to be promptly confirmed in writing or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us. If we do not accept any tendered Old Notes for exchange by book-entry transfer because of an invalid tender or other valid reason, we will credit the Old Notes to an account maintained with DTC promptly after the exchange offer terminates or expires.

THE AGENT'S MESSAGE MUST BE TRANSMITTED TO THE EXCHANGE AGENT ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

No Guaranteed Delivery

        There are no guaranteed delivery procedures provided for by us in conjunction with the exchange offer. Holders of Old Notes must timely tender their Old Notes in accordance with the procedures set forth herein.

Withdrawal Rights

        You may withdraw your tender of outstanding notes at any time before 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send an ATOP notice of withdrawal so that it is received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Such notice of withdrawal must:

•

specify the name of the person that tendered the Old Notes to be withdrawn;

•

identify the Old Notes to be withdrawn, including the CUSIP number and principal amount at maturity of the Old Notes; specify the name and number of an account at the DTC to which your withdrawn Old Notes can be credited.

        We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will promptly return any outstanding Old Notes that have been tendered but not exchanged, or credit them to the DTC account. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue Exchange Notes in exchange for, any Old Notes and may terminate or amend the exchange offer if, at any time before the acceptance of Old Notes for exchange, (1) we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction, (2) any action or proceeding has been instituted or threatened in any court or before any governmental agency with respect to the exchange offer which, in our judgment, might impair our ability to proceed with the exchange offer or have a material adverse effect on us, or (3) we determine that there has been a material change in our business or financial affairs which, in our judgment, would materially impair our ability to consummate the exchange offer.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition. The failure of any of the foregoing conditions other than those conditions dependent upon the receipt of necessary government approvals, may be waived by us, in whole or in part, at any time and from time to time at prior to the expiration date, at our sole discretion. Our failure to exercise any of the foregoing rights at any time will not be deemed a waiver

41

of any such right and each such right will be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any Old Notes tendered, and no Exchange Notes will be issued in exchange for any Old Notes, if at such time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture governing the notes under the Trust Indenture Act of 1939, as amended. In any such event we are required to use our commercially reasonable efforts to promptly obtain the withdrawal of any stop order.

Exchange Agent

        We have appointed Wilmington Trust, National Association as the exchange agent for the exchange offer. You should direct questions, requests for assistance, and requests for additional copies of this prospectus and the letter of transmittal to the exchange agent addressed as follows:

Wilmington Trust, National Association

By Regular, Registered or Certified Mail,
By Overnight Courier or By Hand:

By Facsimile:	Corporate Capital Markets	Confirm by Telephone:
(302) 636-4139	Rodney Square North	(302) 636-6181
Attention: Sam Hamed	1100 North Market Street
	Wilmington, Delaware 19890-1626
	Attention: Sam Hamed

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

        The principal solicitation is being made through DTC by Wilmington Trust, National Association as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provisions of these services and pay other registration expenses, including registration and filing fees and expenses, fees and expenses of compliance with federal securities and state securities or blue sky securities laws, printing expenses, messenger and delivery services and telephone, fees and disbursements to our counsel, application and filing fees and any fees and disbursements to our independent certified public accountants. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.

        Additional solicitations may be made by telephone, facsimile or in person by our and our affiliates' officers employees and by persons so engaged by the exchange agent.

Accounting Treatment

        The Exchange Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be capitalized and expensed over the term of the Exchange Notes.

42

Transfer Taxes

        If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register Exchange Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, you will be responsible for paying any transfer tax owed.

OID Reporting.

        Because the stated principal amount of the Old Notes exceeded their issue price by more than a de minimis amount, the Old Notes were treated as issued with OID for U.S. federal income tax purposes. A holder of Exchange Notes subject to U.S. federal income taxation generally will be required to continue to include the OID in gross income (as ordinary income) in the manner as if the Old Notes had not been exchanged. See "Certain U.S. Federal Income Tax Considerations."

Consequences of Failure to Exchange

        If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the Registration Rights Agreement and described above, and your Old Notes will continue to be subject to the provisions of the indenture governing the notes regarding transfer and exchange of the Old Notes and the restrictions on transfer of the Old Notes imposed by the Securities Act and states securities law when we complete the exchange offer. These transfer restrictions are required because the Old Notes were issued under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, if you do not tender your Old Notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered notes will not continue to be entitled to any additional interest that the indenture governing the notes provides for if we do not complete the exchange offer.

Other

        Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial, tax, legal and other advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered Old Notes in the open market or in privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any Old Notes that are not tendered in the exchange offer or to file a shelf registration statement to permit resales of any untendered Old Notes.

43

USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes, we will receive, in exchange, an equal number of Old Notes in like principal amount. The form and terms of the Exchange Notes are identical to the form and terms of the Old Notes, except as otherwise described under the heading "The Exchange Offer—Terms of the Exchange Offer." The Old Notes properly tendered and exchanged for Exchange Notes will be retired and cancelled. Accordingly, issuance of the Exchange Notes will not result in any change in our capitalization. We have agreed to bear the expense of the exchange offer.

44

RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our ratios of earnings to fixed charges for the periods indicated calculated on the basis of the U.S. GAAP financial statements included in this prospectus. For this purpose, "earnings" consists of earnings from continuing operations and distributed income of equity investees, excluding income taxes, non-controlling interests share in earnings and fixed charges, other than capitalized interest, and "fixed charges" consists of project-level interest expense and corporate level interest expense.

	Year Ended December 31,
											Three Months Ended March 31, 2012
	2011		2010		2009		2008		2007
Ratio of Earnings to Fixed Charges		(1)		2.08x		(1)		2.24x		1.58x		(1)

(1)

For purposes of computing this ratio of earnings to fixed charges, fixed charges consist of project-level interest expense and corporate level interest expense. Earnings consist of earnings from continuing operations and distributed income of equity investees, excluding income taxes, non-controlling interests share in earnings and fixed charges, other than capitalized interest. Earnings were insufficient to cover fixed charges by $43.9 and $54.2 million, for the years ended December 31, 2011 and 2009, respectively, and $55.5 million for the three months ended March 31, 2012.

45

DESCRIPTION OF ACQUISITION OF THE PARTNERSHIP

        On November 5, 2011, Atlantic Power completed the acquisition of all the outstanding limited partnership interests of the Partnership pursuant to the terms and conditions of the Arrangement Agreement, dated June 20, 2011, as amended by Amendment No. 1, dated July 15, 2011 (the "Arrangement Agreement"), by and among the Atlantic Power, the Partnership, CPI Income Services Ltd., the general partner of the Partnership, and CPI Investments Inc., a unitholder of the Partnership that is owned by EPCOR Utilities Inc. and Capital Power Corporation. The transactions contemplated by the Arrangement Agreement were effected through a court-approved plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"). The Plan of Arrangement was approved by the unitholders of the Partnership, and the issuance of Atlantic Power's common shares to the Partnership unitholders pursuant to the Plan of Arrangement was approved by Atlantic Power's shareholders, at respective special meetings held on November 1, 2011. A Final Order approving the Plan of Arrangement was entered by the Court of Queen's Bench of Alberta, Judicial District of Calgary, on November 1, 2011.

        Under the terms of the Plan of Arrangement, the Partnership unitholders exchanged each of their limited partnership units for, at their election, Cdn$19.40 in cash or 1.3 Atlantic Power common shares. All cash elections were subject to proration if total cash elections exceeded approximately Cdn$506.5 million and all share elections were subject to proration if total share elections exceeded approximately 31.5 million Atlantic Power common shares. At closing, Atlantic Power paid Cdn$506,531,834 in cash and issued 31,500,215 of its common shares in exchange for the Partnership units.

46

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

        On November 5, 2011, we completed the direct and indirect acquisition of all the outstanding limited partnership interests of the Partnership pursuant to the Plan of Arrangement. The following unaudited pro forma condensed combined consolidated statement of operations (which we refer to as the pro forma statement of operations) combines the historical consolidated statements of operations of Atlantic Power and the Partnership to illustrate the effect of the Plan of Arrangement. An unaudited pro forma condensed combined consolidated balance sheet is not presented herein as the Plan of Arrangement was effected prior to, and is reflected in, the audited consolidated balance sheet of Atlantic Power appearing elsewhere in this prospectus.

        The pro forma statement of operations and accompanying notes should be read in conjunction with:

•

audited consolidated financial statements of Atlantic Power for the year ended December 31, 2011 and the notes relating thereto, appearing elsewhere in this prospectus; and

•

audited consolidated financial statements of the Partnership for the year ended December 31, 2010 and the notes relating thereto, and the unaudited consolidated financial statements of the Partnership for the nine months ended September 30, 2011 and the notes relating thereto, appearing elsewhere in this prospectus.

        The pro forma statement of operations is based on (i) the audited consolidated statement of operations of Atlantic Power for the year ended December 31, 2011 and the notes relating thereto, and (ii) the unaudited consolidated statement of operations of the Partnership for the period from January 1, 2011 to November 5, 2011. The historical consolidated statements of operations have been adjusted in the pro forma statement of operations to give effect to pro forma events that are (1) directly attributable to the Plan of Arrangement, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The pro forma statement of operations for the year ended December 31, 2011 gives effect to the Plan of Arrangement as if it occurred on January 1, 2011.

        As described in the accompanying notes, the pro forma statement of operations has been prepared using the acquisition method of accounting under existing United States generally accepted accounting principles, or GAAP, and the regulations of the SEC. Atlantic Power has been treated as the acquirer in the transaction for accounting purposes. Accordingly, the pro forma financial information is preliminary and has been made solely for the purpose of providing this unaudited pro forma condensed combined consolidated statement of operations. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the pro forma financial information presented and the combined company's future results of operations and financial position.

        The pro forma statement of operations has been presented for informational purposes only and is not necessarily indicative of what the combined company's results of operations and financial position would have been had the transaction been completed on the dates indicated. In addition, the pro forma statement of operations does not purport to project the future results of operations or financial position of the combined company.

47

ATLANTIC POWER CORPORATION AND ATLANTIC POWER LIMITED PARTNERSHIP

UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	Atlantic Power Historical (Audited)(a)			Partnership Historical (Unaudited)(a)(b)(1)			Pro Forma Adjustments(c)			Pro Forma Combined
Project revenue:	$	284,895		$	409,267		$	—		$	694,162
Project expenses:
Fuel		93,993			170,704			—			264,697
Project operations and maintenance		56,832			73,406			—			130,238
Depreciation and amortization		63,638			73,236			26,875	(d)		163,750
		214,463			317,346			26,875			558,684
Project other income (expenses):
Change in fair value of derivative instruments		(22,776	)		1,043			—			(21,733	)
Equity in earnings of unconsolidated affiliates		6,356			—			—			6,356
Interest expense, net		(20,053	)		—			—			(20,053	)
Other expense, net		20			—			—			20
		(36,453	)		1,043			—			(35,410	)
Project income		33,979			92,965			(26,875	)		100,068
Administrative and other expenses (income):
Administration		38,108			45,375			—			83,483
Interest expense, net		25,998			34,668			37,145	(e)		97,811
Other expense, net		—			—			—			—
Foreign exchange gain		13,838			10,077			—			23,915
		77,944			90,121			37,145			205,210
Income (loss) from operations before income taxes		(43,965	)		2,844			(64,020	)		(105,141	)
Income tax expense		(8,324	)		(2,669	)		(24,328	)(f)		(35,321	)
Net income (loss)		(35,641	)		5,513			(39,693	)		(69,821	)
Net income (loss) attributable to noncontrolling interest		2,767			10,770			—			13,537
Net income (loss) attributable to Atlantic Power Corporation	$	(38,408	)	$	(5,527	)	$	(39,693	)	$	(83,358	)
EPS-Basic	$	(0.50	)		(0.10	)		(0.13	)	$	(0.73	)
EPS-Diluted	$	(0.50	)		(0.10	)		(0.13	)	$	(0.73	)

(1)

The Partnership historical results are recorded in Canadian dollars and are in accordance with IFRS. See Note 5(b) and (c) for an explanation of the conversion to U.S. dollars and U.S. GAAP.

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations, which are an integral part of this statement.

48

ATLANTIC POWER CORPORATION AND CAPITAL POWER INCOME, LP

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

Note 1. Description of the Transaction

        On November 5, 2011, we completed the direct and indirect acquisition of all of the outstanding limited partnership units of Capital Power Income, L.P. (renamed Atlantic Power Limited Partnership on February 1, 2012, the "Partnership") pursuant to the terms and conditions of an Arrangement Agreement, dated June 20, 2011, as amended by Amendment No. 1, dated July 15, 2011 (the "Arrangement Agreement"), by and among us, the Partnership, CPI Income Services, Ltd., the general partner of the Partnership and CPI Investments, Inc., a unitholder of the Partnership that was then owned by EPCOR Utilities Inc. and Capital Power Corporation. The transactions contemplated by the Arrangement Agreement were effected through a court-approved plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"). The Plan of Arrangement was approved by the unitholders of the Partnership, and the issuance of our common shares to the Partnership unitholders pursuant to the Plan of Arrangement was approved by our shareholders, at respective special meetings held on November 1, 2011. A Final Order approving the Plan of Arrangement was granted by the Court of Queen's Bench of Alberta on November 1, 2011.

        Under the terms of the Plan of Arrangement, the Partnership unitholders were permitted to exchange each of their Partnership units for, at their election, Cdn$19.40 in cash or 1.3 of our common shares. All cash elections were subject to proration if total cash elections exceed approximately Cdn$506.5 million and all share elections were subject to proration if total share elections exceed approximately 31.5 million of our common shares.

        Pursuant to the Plan of Arrangement, the Partnership sold its Roxboro and Southport facilities located in North Carolina to an affiliate of Capital Power Corporation, for approximately Cdn$121.4 million which equated to approximately Cdn$2.15 per unit of the Partnership. In addition, in connection with the Plan of Arrangement, the management agreements between certain subsidiaries of Capital Power Corporation and the Partnership and certain subsidiaries of the Partnership were terminated (or assigned to us) in consideration of a payment of Cdn$10.0 million. Atlantic Power and its subsidiaries assumed the management of the Partnership upon closing and entered into a transitional services agreement with Capital Power Corporation for a term of six to twelve months following closing to facilitate and support the integration of the Partnership into Atlantic Power.

Note 2. Basis of Pro Forma Presentation

        The pro forma statement of operations was derived from historical consolidated statements of operations of Atlantic Power and the Partnership. Certain reclassifications have been made to the historical statement of operations of the Partnership to conform with Atlantic Power's presentation. This resulted in income statement adjustments to operating revenues, operating expenses, other income and deductions.

        The historical consolidated statements of operations have been adjusted in the pro forma statement of operations to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable, and (3) expected to have a continuing impact on the combined results. The following matters have not been reflected in the pro forma statement of operations as they do not meet the aforementioned criteria.

•

Cost savings (or associated costs to achieve such savings) from operating efficiencies, synergies or other restructuring that could result from the transaction with the Partnership. The timing and effect of actions associated with integration are currently uncertain.

49

ATLANTIC POWER CORPORATION AND CAPITAL POWER INCOME, LP

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED CONSOLIDATED STATEMENT OF OPERATIONS (Continued)

Note 2. Basis of Pro Forma Presentation (Continued)

        The pro forma statement of operations was prepared using the acquisition method of accounting under GAAP and the regulations of the SEC. Atlantic Power has been treated as the acquirer in the transaction for accounting purposes. Acquisition accounting requires, among other things, that most assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. In addition, acquisition accounting establishes that the consideration transferred be measured at the closing date of the transaction at the then-current market price. Since acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement, the pro forma statement of operations is preliminary and has been prepared solely for the purpose of providing unaudited pro forma condensed combined consolidated financial information. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying pro forma statement of operations and the combined company's future results of operations and financial position. The pro forma statement of operations has been presented for informational purposes only and is not necessarily indicative of what the combined company's results of operations would have been had the transaction been completed on the date indicated. In addition, the pro forma statement of operations does not purport to project the future results of operations or financial position of the combined company.

Note 3. Significant Accounting Policies

        Based upon Atlantic Power's initial review of the Partnership's summary of significant accounting policies, as disclosed in the Partnership's consolidated historical financial statements elsewhere in this Prospectus, as well as on preliminary discussions with the Partnership's management, the pro forma condensed combined consolidated statement of operations assumes there will be certain adjustments necessary to conform the Partnership's accounting policies under International Financial Reporting Standards ("IFRS") to Atlantic Power's accounting policies under U.S. GAAP. Upon completion of the transaction and a more comprehensive comparison and assessment, differences may be identified that would necessitate changes to the Partnership's future accounting policies and such changes could result in material differences in future reported results of operations and financial position for the Partnership as compared to historically reported amounts.

50

ATLANTIC POWER CORPORATION AND CAPITAL POWER INCOME, LP

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED CONSOLIDATED STATEMENT OF OPERATIONS (Continued)

Note 4. Estimated Purchase Price and Preliminary Purchase Price Allocations

        Our acquisition of the Partnership is accounted for under the acquisition method of accounting as of the transaction closing date. The purchase price allocation for the business combination is estimated as follows (in thousands):

Fair value of consideration transferred:
Cash	$	601,766
Equity		407,424
Total purchase price	$	1,009,190
Preliminary purchase price allocation
Working capital	$	37,951
Property, plant and equipment		1,024,015
Intangibles		554,679
Other long-term assets		224,295
Long-term debt		(621,551	)
Other long-term liabilities		(155,489	)
Deferred tax liability		(164,539	)
Total identifiable net assets		899,361
Preferred shares		(221,304	)
Goodwill		331,133
Total purchase price		1,009,190
Less cash acquired		(22,683	)
Cash paid, net of cash acquired	$	986,507

        The purchase price was computed using the Partnership's outstanding units as of June 30, 2011, adjusted for the exchange ratio at November 4, 2011. The purchase price reflects the market value of our common shares issued in connection with the transaction based on the closing price of our common shares on the Toronto Stock Exchange on November 4, 2011.

Note 5. Pro Forma Adjustments to Statement of Operations

        The pro forma adjustments included in the pro forma statement of operations are as follows:

        (a)   Atlantic Power and the Partnership historical presentation—Based on the amounts reported in the consolidated statements of operations of Atlantic Power for the year ended December 31, 2011 and the consolidated statements of operations of the Partnership for the period from January 1, 2011 to November 5, 2011. Certain financial statement line items included in the Partnership's historical presentation have been reclassified to corresponding line items included in Atlantic Power's historical presentation. These reclassifications had no impact on the historical operating income or net income from continuing operations reported by the Partnership.

        (b)   The Partnership conversion to U.S. dollars—Based on the amounts reported in the historical consolidated statement of operations of the Partnership for the period from January 1, 2011 to November 5, 2011. The amounts have been converted from Canadian dollars to U.S.

51

ATLANTIC POWER CORPORATION AND CAPITAL POWER INCOME, LP

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED CONSOLIDATED STATEMENT OF OPERATIONS (Continued)

Note 5. Pro Forma Adjustments to Statement of Operations (Continued)

dollars using average exchange rates for the applicable periods. The adjustments to revenues and expenses were not material to the Partnership's consolidated income statement.

        (c)   The Partnership conversion to U.S. GAAP—Based on the amounts reported in the consolidated statement of operations of the Partnership for the period from January 1, 2011 to November 5, 2011. Certain financial statement line items included in the Partnership's historical presentation have been reclassified or adjusted to conform to U.S. GAAP presentation. For the period from January 1, 2011 to November 5, 2011, the Partnership statements conform to the IFRS. The adjustments to revenues and expenses were not material to the Partnership's consolidated income statement.

        (d)   Power Purchase Agreements and Plants—The pro forma statement of operations includes pro forma adjustments to reflect the increase in expense resulting from the amortization of the valuation adjustment related to the Partnership's intangibles and the depreciation of the plants.

        (e)   Debt and Equity issuance—The pro forma statement of operations includes pro forma adjustments to reflect the net incremental interest expense resulting from Atlantic Power's issuance of 9% Senior Notes due 2018, the proceeds of which were used to partially fund the cash portion of the purchase price, and amortization of deferred financing costs of $36.0 million and $1.1 million, respectively, for the year ended December 31, 2011.

        (f)    Income Tax Benefit—For purposes of the unaudited pro forma condensed combined consolidated statement of operations, tax benefits are provided at the Canadian enacted statutory rate of 25%. This rate does not reflect Atlantic Power's effective tax rate, which includes other tax items, such as non-deductible items, as well as other tax charges or benefits, and does not take into account any historical or possible future tax events that may impact the combined company.

52

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION FOR ATLANTIC POWER

        The following table presents selected historical consolidated financial information for Atlantic Power. The annual historical information as of December 31, 2011 and 2010 and for the years ended, December 31, 2011, 2010 and 2009 has been derived from the audited consolidated financial statements appearing elsewhere in this prospectus. The annual historical information as of December 31, 2009, 2008 and 2007 and for the years ended December 31, 2008 and 2007 has been derived from audited consolidated financial statements not appearing in this prospectus. The historical information as of, and for the three-month periods ended March 31, 2012 and 2011 has been derived from the unaudited consolidated financial statements appearing elsewhere in this prospectus. Data for all periods have been prepared under U.S. GAAP. You should read the following selected consolidated financial data together with Atlantic Power's consolidated financial statements and the notes thereto and the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

															Three Months Ended March 31,
	Year Ended December 31,
(in thousands of U.S. dollars, except per share/subordinated note data and as otherwise stated)
	2011			2010			2009			2008		2007			2012(a)			2011(a)
Project revenue	$	284,895		$	195,256		$	179,517		$	173,812	$	113,257		$	167,610		$	53,665
Project income		33,979			41,879			48,415			41,006		70,118			(24,650	)		14,869
Net (loss) income attributable to Atlantic Power Corporation		(38,408	)		(3,752	)		(38,486	)		48,101		(30,596	)		(42,292	)		6,136
Basic earnings (loss) per share	$	(0.50	)	$	(0.06	)	$	(0.63	)	$	0.78	$	(0.50	)	$	(0.37	)	$	0.09
Basic earnings (loss) per share, C$(b)	$	(0.49	)	$	(0.06	)	$	(0.72	)	$	0.84	$	(0.53	)	$	(0.37	)	$	0.09
Diluted earnings (loss) per share(c)	$	(0.50	)	$	(0.06	)	$	(0.63	)	$	0.73	$	(0.50	)	$	(0.37	)	$	0.09
Diluted earnings (loss) per share, C$(b)(c)	$	(0.49	)	$	(0.06	)	$	(0.72	)	$	0.78	$	(0.53	)	$	(0.37	)	$	0.09
Distribution per subordinated note(d)	$	—		$	—		$	0.51		$	0.60	$	0.59		$	—		$	—
Dividend declared per common share	$	1.11		$	1.06		$	0.46		$	0.40	$	0.40		$	0.29		$	0.27
Total assets	$	3,248,427		$	1,013,012		$	869,576		$	907,995	$	880,751		$	3,475,710		$	1,007,801
Total long-term liabilities	$	1,940,192		$	518,273		$	402,212		$	654,499	$	715,923		$	1,940,073		$	504,492

(a)

Unaudited.

(b)

The C$ amounts were converted using the average exchange rates for the applicable reporting periods.

(c)

Diluted earnings (loss) per share is computed including dilutive potential shares, which include those issuable upon conversion of convertible debentures and under our long term incentive plan. Because we reported a loss during the years ended December 31, 2011, 2010, 2009, and 2007 and for the three-month period ended March 31, 2012, the effect of including potentially dilutive shares in the calculation during those periods is anti-dilutive. Please see the notes to our historical consolidated financial statements appearing elsewhere in this prospectus for information relating to the number of shares used in calculating basic and diluted earnings per share for the periods presented.

(d)

At the time of our initial public offering, our publicly traded security was an income participating security, or an "IPS," each of which was comprised of one common share and C$5.767 principal amount of 11% subordinated notes due 2016. On November 27, 2009, we converted from the IPS structure to a traditional common share structure. In connection with the conversion, each IPS was exchanged for one new common share.

53

BUSINESS

Overview

        Atlantic Power Corporation owns and operates a diverse fleet of power generation and infrastructure assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers largely under long-term power purchase agreements ("PPAs"), which seek to minimize exposure to changes in commodity prices. Our power generation projects in operation have an aggregate gross electric generation capacity of approximately 3,397 megawatts (or "MW") in which our aggregate ownership interest is approximately 2,141 MW. Our current portfolio consists of interests in 31 operational power generation projects across 11 states in the United States and two provinces in Canada and a 500-kilovolt 84-mile electric transmission line located in California. In addition, we have one 53 MW biomass project under construction in Georgia and one approximately 300 MW wind project under construction in Oklahoma. We also own a majority interest in Rollcast Energy Inc. ("Rollcast"), a biomass power plant developer in North Carolina, and a 14.3% common equity interest in Primary Energy Recycling Holdings LLC ("PERH"). Twenty-three of our projects are wholly owned subsidiaries.

        The following map shows the location of our currently-owned projects, including joint venture interests, across the United States and Canada:

	Project Name	Location	Fuel Type	Total MW		Ownership Interest			Net MW
1	Auburndale	Auburndale FL	Natural Gas		155		100	%		155
2	Badger Creek	Bakersfield CA	Natural Gas		46		50	%		23
3	Cadillac	Cadillac MI	Biomass		40		100	%		40
4	Calstock	Hearst ON	Biomass		35		100	%		35

54

	Project Name	Location	Fuel Type	Total MW		Ownership Interest			Net MW
5	Canadian Hills	El Reno OK	Wind		298		99	%		295
6	Chambers	Carney's Point NJ	Coal		263		40	%		105
7	Curtis Palmer	Corinth NY	Hydro		60		100	%		60
8	Delta Person	Albuquerque NM	Natural Gas		132		40	%		53
9	Frederickson	Tacoma WA	Natural Gas		250		50	%		125
10	Greeley	Greeley CO	Natural Gas		72		100	%		72
11	Gregory	Corpus Cristi TX	Natural Gas		400		17	%		68
12	Idaho Wind	Twin Falls ID	Wind		183		28	%		50
13	Kapuskasing	Kapuskasing ON	Natural Gas		40		100	%		40
14	Kenilworth	Kenilworth NJ	Natural Gas		30		100	%		30
15	Koma Kulshan	Concrete WA	Hydro		13		50	%		6
16	Lake	Umatilla FL	Natural Gas		121		100	%		121
17	Mamquam	Squamish BC	Hydro		50		100	%		50
18	Manchief	Brush CO	Natural Gas		300		100	%		300
19	Moresby Lake	Moresby Island BC	Hydro		6		100	%		6
20	Morris	Morris IL	Natural Gas		177		100	%		177
21	Naval Station	San Diego CA	Natural Gas		47		100	%		47
22	Naval Training Ctr	San Diego CA	Natural Gas		25		100	%		25
23	Nipigon	Nipigon ON	Natural Gas		40		100	%		40
24	North Bay	North Bay ON	Natural Gas		40		100	%		40
25	North Island	San Diego CA	Natural Gas		40		100	%		40
26	Orlando	Orlando FL	Natural Gas		129		50	%		65
27	Oxnard	Oxnard CA	Natural Gas		49		100	%		49
28	Pasco	Tampa FL	Natural Gas		121		100	%		121
29	Path 15	California	Transmission		NA		100	%		NA
30	PERH	Illinois	NA		NA		14	%		NA
31	Piedmont	Barnsville GA	Biomass		53		98	%		53
32	Rockland	American Falls ID	Wind		80		30	%		24
33	Rollcast	Charlottesville NC	NA		NA		60	%		NA
34	Selkirk	Bethlehem NY	Natural Gas		345		18	%		64
35	Tunis	Tunis ON	Natural Gas		43		100	%		43
36	Williams Lake	Williams Lake BC	Biomass		66		100	%		66

        The following charts show, based on MW, the diversification of our portfolio by geography, reporting segment and fuel type:

        We sell the capacity and energy from our power generation projects under PPAs with a number of utilities and other parties. Under the PPAs, which have expiration dates ranging from 2012 to 2037, we receive payments for electric energy delivered to our customers (known as energy payments), in

55

addition to payments for electric generating capacity (known as capacity payments). We also sell steam from a number of our projects to industrial purchasers under steam sales agreements. The transmission system rights ("TSRs") associated with our power transmission project entitles us to payments indirectly from the utilities that make use of the transmission line.

        Our power generation projects generally have long-term fuel supply agreements, typically accompanied by fuel transportation arrangements. In most cases, the term of the fuel supply and transportation arrangements corresponds to the term of the relevant PPAs. Many of the PPAs and steam sales agreements provide for the indexing or pass-through of fuel costs to our customers. In cases where there is no pass-through of fuel costs, we often attempt to mitigate the market price risk of changing commodity costs through the use of hedging strategies.

        We directly operate and maintain more than half of our power generation fleet. We also partner with recognized leaders in the independent power industry to operate and maintain our other projects, including Caithness Energy, LLC ("Caithness"), Colorado Energy Management ("CEM"), Power Plant Management Services ("PPMS"), and the Western Area Power Administration ("Western"). Under these operation, maintenance and management agreements, the operator is typically responsible for operations, maintenance and repair services.

History of Our Company

        Atlantic Power Corporation is a corporation continued under the laws of British Columbia, Canada, which was incorporated in 2004. We used the proceeds from our IPO on the Toronto Exchange in November 2004 to acquire a 58% interest in Atlantic Power Holdings, LLC (now Atlantic Power Holdings, Inc., which we refer to herein as "Atlantic Holdings") from two private equity funds managed by ArcLight Capital Partners, LLC ("ArcLight") and from Caithness. Until December 31, 2009, we were externally managed under an agreement with Atlantic Power Management, LLC, an affiliate of ArcLight. We agreed to pay ArcLight an aggregate of $15 million to terminate its management agreement, satisfied by a payment of $6 million on the termination date of December 31, 2009, and additional payments of $5 million, $3 million and $1 million on the first, second and third anniversaries of the termination date, respectively. In connection with the termination of the management agreement, we hired all of the then-current employees of Atlantic Power Management, LLC and entered into employment agreements with its three officers.

        At the time of our initial public offering, our publicly traded security was an Income Participating Security ("IPS"), each of which was comprised of one common share and a subordinated note. In November 2009, our shareholders approved a conversion from the IPS structure to a traditional common share structure in which each IPS was exchanged for one new common share and each old common share that did not form a part of an IPS was exchanged for approximately 0.44 of a new common share.

        Our common shares trade on the Toronto Stock Exchange ("TSX") under the symbol "ATP" and began trading on the New York Stock Exchange ("NYSE") under the symbol "AT" on July 23, 2010.

        On November 5, 2011, we directly and indirectly acquired all of the issued and outstanding limited partnership units of Capital Power Income L.P., which was renamed Atlantic Power Limited Partnership (the "Partnership") on February 1, 2012, in exchange for Cdn$506.5 million in cash and 31.5 million of our common shares. The Partnership's portfolio consisted of 19 wholly-owned power generation assets located in both Canada and the United States, a 50.15% interest in a power generation asset in the state of Washington, and a 14.3% common ownership interest in PERH. At the acquisition date, the transaction increased the net generating capacity of our projects by 143% from 871 MW to approximately 2,116 MW. We did not purchase two of the Partnership's assets located in North Carolina. We remain headquartered in Boston, Massachusetts and added offices in Chicago, Illinois; Toronto, Ontario; and Richmond and Vancouver, British Columbia. Additionally, the Capital Power

56

Corporation employees that operated and maintained the Partnership assets and most of those who provided management support of operations, accounting, finance, and human resources became employees of Atlantic Power.

        As part of our integration efforts in conjunction with our acquisition of the Partnership, we have fully integrated the accounting and administration of the Canadian plants from the previous Capital Power Corporation accounting group into our Chicago office. Additionally, we have reviewed our existing policies and procedures and incorporated the changes necessary for a larger, more complex organization.

        Our registered office is located at 355 Burrard Street, Suite 1900, Vancouver, British Columbia V6C 2G8 Canada and our headquarters is located at 200 Clarendon Street, Floor 25, Boston, Massachusetts, 02116 USA. Our telephone number in Boston is (617) 977-2400 and the address of our website is www.atlanticpower.com. We make available, free of charge, on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, we make available on our website, our Canadian securities filings.

Our Competitive Strengths

        We believe we distinguish ourselves from other independent power producers through the following competitive strengths:

•

Diversified projects.  Our power generation projects have an aggregate gross electric generation capacity of approximately 3,397 MW, and our net ownership interest in these projects is approximately 2,141 MW. These projects are diversified by fuel type, electricity and steam customers, and geography. The majority are located in the deregulated and more liquid electricity markets of California, the U.S. Mid-Atlantic and New York. We also have a power transmission project, known as the Path 15 project, that is regulated by the Federal Energy Regulatory Commission ("FERC"). Additionally, we have a 53 MW biomass project under construction in Georgia and an approximately 300 MW wind project under construction in Oklahoma.

•

Experienced management team.  Our management team has a depth of experience in commercial power operations and maintenance, project development, asset management, mergers and acquisitions, capital raising and financial controls. Our network of industry contacts and our reputation allow us to access proprietary acquisition opportunities on a regular basis.

•

Stability of project cash flow.  Many of our power generation projects currently in operation have been in operation for over ten years. Cash flows from each project are generally supported by PPAs with investment-grade utilities and other creditworthy counterparties. We believe that each project's combination of PPAs, fuel supply agreements and/or commodity hedges help stabilize operating margins.

•

Access to capital.  Our shares are publicly traded on the NYSE and the TSX. We have a history of successfully raising capital through public offerings of equity and debt securities in Canada and the U.S., issuing public convertible debentures in Canada and bonds in the United States. We have also issued securities by way of private placement in the U.S. and Canada. In addition, we have used non-recourse project-level financing as a source of capital. Project-level financing can be attractive as it typically has a lower cost than equity, is non-recourse to Atlantic Power and amortizes over the term of the project's PPA. Having significant experience in accessing all of these markets provides flexibility such that we can pursue transactions in the most cost-effective market at the time capital is needed.

57

•

Strong in-house operations team complemented by leading third-party operators.  We operate and maintain 17 of our power generation projects, which represent 44% of our portfolio's generating capacity, and the remaining 14 generation projects are operated by third-parties, who are recognized leaders in the independent power business. Affiliates of Caithness, CEM and PPMS operate projects representing approximately 19%, 14% and 8%, respectively, of the net electric generation capacity of our power generation projects. No other operator is responsible for the operation of projects representing more than 3% of the net electric generation capacity of our power generation projects.

•

Strong customer base.  Our customers are generally large utilities and other parties with investment-grade credit ratings. The largest customers of our power generation projects, including projects recorded under the equity method of accounting, are Public Service Company of Colorado ("PSCo"), Progress Energy Florida, Inc. ("PEF") and Ontario Electricity Financial Corp. ("OEFC"), which purchase approximately 17%, 15% and 9%, respectively, of the net electric generation capacity of our projects. No other electric customer purchases more than 6% of the net electric generation capacity of our power generation projects.

Our Objectives and Business Strategies

        Our corporate strategy is to increase the value of the company through accretive acquisitions in North American markets while generating stable, contracted cash flows from our existing assets to sustain our dividend payout to shareholders. In order to achieve these objectives, we intend to focus on enhancing the operating and financial performance of our current projects and pursuing additional accretive acquisitions primarily in the electric power industry in the United States and Canada.

Organic growth

        Since the time of our initial public offering on the TSX in late 2004, we have twice acquired the interest of another partner in one of our existing projects and will continue to look for additional such opportunities. We intend to enhance the operation and financial performance of our projects through:

•

achievement of improved operating efficiencies, output, reliability and reduced operation and maintenance costs through the upgrade or enhancement of existing equipment or plant configurations;

•

optimization of commercial arrangements such as PPAs, fuel supply and transportation contracts, steam sales agreements, operations and maintenance agreements and hedge agreements; and

•

expansion of existing projects.

Extending PPAs following their expiration

        PPAs in our portfolio have expiration dates ranging from 2012 to 2037. In each case, we plan for expirations by evaluating various options in the market. New arrangements may involve responses to utility solicitations for capacity and energy, direct negotiations with the original purchasing utility for PPA extensions, "reverse" requests for proposals by the projects to likely bilateral counterparties, arrangements with creditworthy energy trading firms for tolling agreements, full service PPAs or the use of derivatives to lock in value. We do not assume that revenues or operating margins under existing PPAs will necessarily be sustained after PPA expirations, since most original PPAs included capacity payments related to return of and return on original capital invested, and counterparties or evolving regional electricity markets may or may not provide similar payments under new or extended PPAs.

58

Acquisition and investment strategy

        We believe that new electricity generation will continue to be required in the United States and Canada as a result of growth in electricity demand, transmission constraints and the retirement of older generation projects due to obsolescence or environmental concerns. In addition, Renewable Portfolio Standards in over 31 states as well as renewables initiatives in several provinces have greatly facilitated attractive PPAs and financial returns for significant renewable project opportunities. While we are not greenfield developers ourselves, we work with experienced development companies to acquire pipelines of late stage development investment opportunities. There is also a very active secondary market for the purchase and sale of existing projects.

        We intend to expand our operations by making accretive acquisitions with a focus on power generation, transmission and related facilities in the United States and Canada. We may also invest in other forms of energy-related projects, utility projects and infrastructure projects, as well as make additional investments in development stage projects or companies where the prospects for creating long-term predictable cash flows are attractive. In 2010, we purchased a 60% interest in Rollcast, a biomass developer out of North Carolina with a pipeline of development projects, in which we have the option but not the obligation to invest capital. We continue to assess development companies with strong late-stage development projects, and believe that there are opportunities in the market to enter into joint ventures with strong development teams.

        Our management has significant experience in the independent power industry and we believe that our experience, reputation and industry relationships will continue to provide us with enhanced access to future acquisition opportunities on a proprietary basis.

Asset Management

        Our asset management strategy is to ensure that our projects receive appropriate preventative and corrective maintenance and incur capital expenditures, if required, to provide for their safety, efficiency, availability and longevity. We also proactively look for opportunities to optimize power, fuel supply and other agreements to deliver strong and predictable financial performance. In conjunction with our acquisition of the 18 Partnership assets, the personnel that operated and maintained the assets became employees of Atlantic Power. The staff at each of the facilities has extensive experience in managing, operating and maintaining the assets. Personnel at Capital Power Corporation regional offices that provided support in operations management, environmental health and safety, and human resources also joined Atlantic Power. In combination with the existing staff of Atlantic Power, we have a dedicated and experienced operations and commercial management organization that is well regarded in the energy industry.

        For operations and maintenance services at the 14 projects in our portfolio which we do not operate, we partner with recognized leaders in the independent power business. Most of our third-party operated projects are managed by Caithness, CEM, PPMS and, in the case of Path 15, Western, a U.S. Federal power agency. On a case-by-case basis, these third-party operators may provide: (i) day-to-day project-level management, such as operations and maintenance and asset management; (ii) partnership level management, such as insurance renewals and annual budgets; and (iii) partnership level management, such as acting as limited partner. In some cases these project managers or the project partnerships may subcontract with other firms experienced in project operations, such as General Electric, to provide for day-to-day plant operations. In addition, employees of Atlantic Power with significant experience managing similar assets are involved in all significant decisions with the objective of proactively identifying value-creating opportunities such as contract renewals or restructurings, asset-level refinancings, add-on acquisitions, divestitures and participation at partnership meetings.

59

        Caithness is one of the largest privately-held independent power producers in the United States. For over 25 years Caithness has been actively engaged in the development, acquisition and management of independent power facilities for its own account as well as in venture arrangements with other entities. Caithness operates our Auburndale, Lake and Pasco projects and provides asset management services for our Orlando, Selkirk and Badger Creek projects.

        Colorado Energy Management ("CEM") is an energy infrastructure management company specializing in operations and maintenance, asset management and construction management for independent power producers and investors. With over 25 years of experience in operations and maintenance management, CEM focuses on revenue growth through continuous operational improvement and advanced maintenance concepts. Clients of CEM include independent power producers, municipalities and plant developers. CEM operates our Manchief facility.

        Power Plant Management Services is a management services company focused on providing senior level energy industry expertise to the independent power market. Founded in 2006, PPMS provides management services to a large portfolio of solid fuel and gas-fired generating stations including our Selkirk and Chambers facilities. Previously, Cogentrix provided services to these facilities.

        Western owns and maintains the Path 15 transmission line. Western transmits and delivers hydroelectric power and related services within a 15-state region of the central and western United States. They are one of four power marketing administrations within the U.S. Department of Energy whose role is to market and transmit electricity from multi-use water projects. Western's transmission system carries electricity from 57 power plants. Together, these plants have an operating capacity of approximately 8,785 MW.

Our Organization and Segments

        The following tables outline by segment our portfolio of power generating and transmission assets in operation and under construction as of May 2, 2012, including our interest in each facility. We believe our portfolio is well diversified in terms of electricity and steam buyers, fuel type, regulatory jurisdictions and regional power pools, thereby partially mitigating exposure to market, regulatory or environmental conditions specific to any single region.

        As a result of the Partnership acquisition we revised our reportable business segments during the fourth quarter of 2011. The new operating segments are Northeast, Southeast, Northwest, Southwest and Un-allocated Corporate. Our financial results for the years ended December 31, 2010 and 2009 and the three months ended March 31, 2011 have been presented to reflect these changes in operating segments. We revised our segments to align with changes in management's resource allocation and assessment of performance. These changes reflect our current operating focus. The segment classified as Un-allocated Corporate includes activities that support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the operating segments when determining segment profit or loss. Un-allocated Corporate also includes Rollcast, a 60% owned company, which develops, owns and operates renewable power plants that use wood or biomass fuel.

        The sections below provide descriptions of our projects by segment. See Note 19 to the Consolidated Audited Financial Statements of Atlantic Power Corporation for information on revenue from external customers, Project Adjusted EBITDA (a non-GAAP measure) and total assets by segment.

60

Northeast Segment

Project Name	Location (State)	Type	Total MW		Economic Interest(%)(1)			Net MW(2)		Primary Electric Purchaser	Power Contract Expiry			Customer S&P Credit Rating
Cadillac	Michigan	Biomass		40		100.00			40	Consumers Energy		2028		BBB-
Chambers	New Jersey	Coal		262		40.00			105	ACE(3)		2024		BBB+
Kenilworth	New Jersey	Natural Gas		30		100.00			30	Merck & Co.		2012	(4)	AA
Curtis Palmer	New York	Hydro		60		100.00			60	Niagara Mohawk		2027		A-
										Power Corporation
Selkirk	New York	Natural Gas		345		17.70	(5)		15	Merchant		N/A		N/R
									49	Consolidated Edison		2014		A-
Calstock	Ontario	Biomass		35		100.00			35	Ontario Electricity		2020		AA-
										Financial Corp
Kapuskasing	Ontario	Natural Gas		40		100.00			40	Ontario Electricity		2017		AA-
										Financial Corp
Nipigon	Ontario	Natural Gas		40		100.00			40	Ontario Electricity		2022		AA-
										Financial Corp
North Bay	Ontario	Natural Gas		40		100.00			40	Ontario Electricity		2017		AA-
										Financial Corp
Tunis	Ontario	Natural Gas		43		100.00			43	Ontario Electricity		2014		AA-
										Financial Corp

(1)

Except as otherwise noted, economic interest represents the percentage ownership interest in the project held indirectly by Atlantic Power.

(2)

Represents our interest in each project's electric generation capacity based on our economic interest.

(3)

Includes a separate power sales agreement in which the project and Atlantic City Electric ("ACE") share profits on spot sales of energy and capacity not purchased by ACE under the base PPA.

(4)

Contract expires July 31, 2012. Contract extension negotiations are ongoing.

(5)

Represents our residual interest in the project after all priority distributions are paid to us and the other partners, which is estimated to occur in 2012.

Cadillac

        The Cadillac project is a 39.6 MW biomass power generation facility located in north central Michigan approximately 200 miles north of Detroit. The facility, which achieved commercial operation in 1993, was acquired by Atlantic Power in December 2010, from ArcLight Energy Partners Fund II and Olympus Power, LLC.

        Cadillac sells up to 34 MW of its capacity and energy under a PPA with Consumers Energy Company ("Consumers") which expires in 2028, with the remaining output sold into the spot market. In 2007, Cadillac entered into a Reduced Dispatch Agreement with Consumers under which the project shares in the economic benefit when Consumers reduces the dispatch level of the project to a specified minimum during periods in which Consumers can purchase replacement power in the wholesale market at a price that is less than Cadillac's variable cost of production.

61

        The project consumes approximately 360,000 tons per year of biomass fuel sourced under numerous short-term supply contracts from approximately 30 local suppliers. Cadillac is managed by Rollcast and has an operations and maintenance agreement with DPS.

        Cadillac had non-recourse debt outstanding of $38.8 million at December 31, 2011, which fully amortizes through 2025. In addition there are notes in the aggregate amount of approximately $1.4 million with Beaver Michigan Associates, LP, a party involved in the early development of the project, due April 15, 2012. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Project-Level Debt" for additional details.

Chambers

        The Chambers project is a 262 MW pulverized coal-fired cogeneration facility located at the E.I. du Pont Nemours and Company ("DuPont") Chambers Works chemical complex near Carney's Point, New Jersey. The project sells steam and electricity, and achieved commercial operation in 1994. We have a 40% ownership interest in the Chambers project, with the remainder owned by an affiliate of Energy Investors Funds.

        Chambers sells electricity to ACE under two separate power purchase agreements: a "Base PPA" and a power sales agreement ("PSA"). Under the Base PPA, which expires in 2024, ACE has agreed to purchase 184 MW of capacity and has dispatch rights for energy of up to approximately 180 MW with a minimum dispatch level of 46 MW. Energy generated at Chambers in excess of amounts delivered to ACE under the Base PPA and to DuPont, is sold to ACE under the PSA. Under this agreement, energy that ACE does not find economically attractive at the Base PPA's energy rate, but which may be cost effective to sell into the spot market, may be self-scheduled by the project to capture additional profits. The PSA includes a provision under which Chambers shares a portion of the margin on electricity sales with ACE. The PSA originally expired in July 2010 and we entered into subsequent replacement agreements on an annual basis in 2010 and 2011. The current PSA will expire in December 2012.

        Steam and electricity is sold to DuPont under an energy services agreement ("ESA") that expires in 2024. In December 2008, Chambers filed a lawsuit against DuPont for breach of the ESA related to unpaid amounts associated with disputed price change calculations for electricity. DuPont subsequently filed a counterclaim for an unspecified level of damages. In February 2011, Chambers received a favorable ruling from the court on its summary judgment motion as to liability. In November 2011, the suit went to trial as to damages and in April 2012, the court awarded damages to Chambers in excess of $15.7 million with additional damage awards to be determined upon invoicing by Chambers. The additional damages are estimated at approximately $10.6 million.

        Chambers financed the construction of the project with a combination of term debt due 2014 and New Jersey Economic Development Authority bonds due 2021. Both debt facilities are nonrecourse to us. In February 2012 Chambers failed one of its debt covenants and subsequently received a waiver from the creditors on February 24, 2012. Our 40% share of the total debt outstanding at the Chambers project as of December 31, 2011 was $64.1 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Project-Level Debt" for additional details.

Kenilworth

        The Kenilworth project is a 30MW dual-fueled natural gas-fired combined cycle cogeneration facility located in Kenilworth, New Jersey adjacent to a pharmaceutical research and manufacturing facility owned by subsidiary of Merck & Co. Inc. ("Merck"). The facility also has the capability of burning No. 2 distillate fuel oil. We indirectly own 100% of the project. Kenilworth sells electricity and steam to the facility under an ESA that expires in July 2012. Under the ESA, Merck pays for electricity

62

at an energy rate that escalates annually. Excess generation above the Merck load is sold into the spot market. The price of steam under the ESA is based on the delivered cost of fuel to Merck's auxiliary boilers. Merck is able to request long-term purchase strategies to minimize the monthly volatility of natural gas prices.

        The natural gas supply is purchased from PPL Energy Plus LLC and is priced at monthly index prices similar to the rates used in calculating the steam price under the ESA. We are currently in negotiations with Merck regarding extension of the ESA.

Curtis Palmer

        The 60 MW Curtis Palmer facility consists of two run-of-river hydroelectric generating facilities located on the Hudson River near Corinth, New York that commenced commercial operation in 1913 and were re-powered in 1986. We indirectly own 100% of the project. All power generated by the facility is sold to Niagara Mohawk Power Corporation ("Niagara") under a PPA that expires at the earlier of 2027 or the delivery to Niagara of a cumulative 10,000 GWh of electricity. The PPA sets out 11 different energy pricing blocks for electricity sold to Niagara, with the applicable rate to be paid at any given time being dependent upon the cumulative generation that has been delivered to Niagara. Over the remaining term of the PPA, the energy rate increases by $10/MWh with each additional 1,000 GWh of electricity delivered. Under certain circumstances, Niagara has the ability to relocate, rearrange, retire or abandon its transmission system which would potentially give rise to material future capital cost outlays by Curtis Palmer to maintain its interconnection.

        As of December 31, 2011, the Curtis Palmer project had $190 million aggregate principal amount of 5.90% senior unsecured notes due July 2014. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional details.

Selkirk

        The Selkirk project is a 345 MW dual-fueled, combined-cycle cogeneration plant located in the Town of Bethlehem in Albany County, New York, which commenced commercial operation in 1994. The project site is situated adjacent to a Saudi Arabia Basic Industries Corporation ("SABIC") plastics manufacturing plant, which also purchases steam from the project. Selkirk consists of two units: Unit I (79 MW), which currently sells electricity into the New York merchant market and Unit II (265 MW) which sells electricity to Consolidated Edison Company of New York, Inc. ("ConEd"). We own an approximate 18.5% interest in the Selkirk project. The other partners include affiliates of Energy Investors Funds, The McNair Group, and Osaka Gas Energy America Corporation.

        Selkirk sells the output from Unit I into the New York merchant market, and the output of Unit II to ConEd under a PPA that expires in 2014, subject to a 10-year extension at the option of ConEd under certain conditions. The Unit II PPA provides for a capacity payment, a fuel payment, an operations and maintenance payment, and a payment for transmission costs from the project to ConEd. The capacity payment, a portion of the fuel payment, a portion of the operations and maintenance payment, and the transmission payment are paid on the basis of plant availability.

        The project sells steam to the SABIC plant under an agreement that expires in 2014, under which SABIC is not charged for steam in an amount up to a specified level during each hour in which the SABIC plant is in production. For steam in excess of the specified amount, SABIC pays the project a variable price. SABIC is required to purchase the minimum thermal output necessary for Selkirk to maintain its qualifying facility ("QF") status.

        Selkirk purchases natural gas for Unit I at spot market prices under a contract with Coral Energy Canada Inc. expiring in 2012. Selkirk is in the process of engaging a third party to provide fuel

63

management and procurement services post 2012. The gas supply arrangements for Unit II are with Imperial Oil Resources Limited, EnCana Corporation and Canadian Forest Oil Limited, which expire in 2014.

        The Selkirk project has 8.98% first mortgage bonds outstanding which are non-recourse to us and which fully amortize over the remaining term of the PPA . Our proportionate share of the mortgage bonds was $5.8 million as of December 31, 2011. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Project-Level Debt" for additional details.

Calstock

        Calstock is a 35 MW generating facility that uses enhanced combined cycle generation and biomass to produce electricity. The plant is located near Hearst, Ontario, adjacent to a compressor station on the TransCanada Mainline and achieved commercial operation in 2000. We indirectly own 100% of the project and also provide operations and management services. Calstock utilizes a biomass boiler and a steam turbine, in conjunction with waste heat from the nearby TransCanada Mainline compressor station, to generate electricity.

        Electrical output is sold to the OEFC under a PPA that expires in 2020. Calstock burns wood waste obtained under short-term contracts from three local sawmills: Tembec, Inc., Lecours Lumber Company Limited and Columbia Forest Products, Inc. Although the supply of wood waste and related transportation services are contracted, the suppliers have no obligation to provide fuel in the event they scale back or shut down operations. Pursuant to a Certificate of Approval ("CoA") from the Ministry of Environment, Calstock successfully completed a test burn of railroad rail ties in November 2009. The project has applied for a permanent CoA amendment from the Ministry of Environment, which if approved, would permit the burning of rail ties up to approximately 20% of the Calstock facility's fuel requirement.

        Under a long-term waste heat agreement with TransCanada, Calstock is provided on an as-available basis, all of the waste heat generated by the gas turbine compressors located adjacent to the project. In the event waste heat output is reduced at the compressor station arising from any cause, TransCanada's obligation to deliver waste heat is reduced accordingly.

Kapuskasing

        The Kapuskasing facility is a gas-fired 40 MW facility that uses enhanced combined cycle generation to produce electricity. The facility is located near Kapuskasing, Ontario adjacent to a compressor station on the TransCanada Mainline and achieved commercial operation in 1997. We indirectly own 100% of the project and also provide operations and management services. The facility utilizes a gas turbine driven generator and a steam turbine, in conjunction with waste heat from the nearby TransCanada Mainline compressor station to generate electricity.

        Electrical output is sold to the OEFC under a PPA that expires in 2017. Natural gas is procured under a long-term gas supply agreement with TransCanada Power Marketing expiring in 2017. The gas supply is transported to the plant under a firm transportation agreement with TransCanada Pipelines expiring in 2016. Under a long-term waste heat agreement with TransCanada, Kapuskasing is provided on an as-available basis, all of the waste heat generated by the gas turbine compressors located adjacent to the project. In the event waste heat output is reduced at the compressor station arising from any cause, TransCanada's obligation to deliver waste heat is reduced accordingly.

64

Nipigon

        The Nipigon facility is a gas-fired 40 MW plant that uses enhanced combined cycle generation to produce electricity. Nipigon is located in Nipigon, Ontario, adjacent to a compressor station on the TransCanada Mainline and achieved commercial operation in 1992. We indirectly own 100% of the project and also provide operations and management services. Nipigon utilizes a gas-fired combustion turbine and a steam turbine, in conjunction with waste heat from the nearby TransCanada compressor station, to generate electricity.

        Electrical output is sold to the OEFC under a PPA that expires in 2012, but extends automatically to 2022 upon satisfying certain conditions related to a replacement gas supply. Natural gas is procured under long-term gas supply agreements with NAL Oil and Gas Trust and Petrobank Energy that expire in 2012. We have obtained a replacement long-term gas supply agreement for Nipigon that meets the extension requirements under the PPA. In April 2012, the OEFC acknowledged extension of the PPA to 2022. Nipigon's fuel supply is transported under a long-haul agreement with TransCanada which transports gas from Nipigon's suppliers in Alberta to the plant. The fuel transportation agreement expires in 2012 and will be renewed as part of the replacement gas supply agreement. Under a long-term waste heat agreement with TransCanada, Nipigon is provided on an as-available basis all of the waste heat generated by the gas turbine compressors located adjacent to the project. In the event waste heat output is reduced at the compressor station arising from any cause, TransCanada's obligation to deliver waste heat is reduced accordingly.

North Bay

        North Bay is a gas-fired 40 MW facility that uses enhanced combined cycle cogeneration to produce electricity. We indirectly own 100% of the project and also provide operations and management services. North Bay is located in North Bay, Ontario adjacent to a compressor station on the TransCanada Mainline and achieved commercial operation in 1989. North Bay utilizes a gas-fired combustion turbine and a steam turbine, in conjunction with waste heat from the nearby TransCanada compressor station, to generate electricity.

        Electrical output is sold to the OEFC under a PPA that expires in 2017. Natural gas is procured under a long-term gas supply agreement with TransCanada Power Marketing expiring in 2017. Gas is transported to the plant under a transportation agreement with TransCanada that expires in 2016. Under a long-term waste heat agreement with TransCanada, North Bay is provided, on an as-available basis, all of the waste heat generated by the gas turbine compressors located adjacent to the project. In the event waste heat output is reduced at the compressor station arising from any cause, TransCanada's obligation to deliver waste heat is reduced accordingly.

Tunis

        Tunis is a 43 MW facility that uses enhanced combined cycle cogeneration to produce electricity. We indirectly own 100% of the project and also provide operations and management services. The facility is located in Tunis, Ontario adjacent to a compressor station on the TransCanada Mainline and achieved commercial operation in 1995. Tunis utilizes a gas-fired combustion turbine and a steam turbine, in conjunction with waste heat from the nearby TransCanada compressor station, to generate electricity.

        Electrical output is sold to the OEFC under a PPA that expires in 2014. Natural gas is procured under a combination of spot purchases and short-term contracts. Tunis has gas transportation agreements with TransCanada, expiring in 2014, to ship gas to the plant. Under a long-term waste heat agreement with TransCanada, Tunis is provided, on an as-available basis, all of the waste heat generated by the gas turbine compressors located adjacent to the project. In the event waste heat output is reduced at the compressor station arising from any cause, TransCanada's obligation to deliver waste heat is reduced accordingly.

65

Southeast Segment

Project Name	Location (State)	Type	Total MW		Economic Interest		Net MW		Primary Electric Purchaser	Power Contract Expiry	Customer S&P Credit Rating
Auburndale	Florida	Natural Gas		155		100.00		155	Progress Energy Florida	2013	BBB+
Lake	Florida	Natural Gas		121		100.00		121	Progress Energy Florida	2013	BBB+
Pasco	Florida	Natural Gas		121		100.00		121	Tampa Electric Co.	2018	BBB+
Orlando	Florida	Natural Gas		129		50.00		46	Progress Energy Florida	2023	BBB+
								19	Reedy Creek Improvement District(1)	2013	AA-(2)
Piedmont(3)	Georgia	Biomass		54		98.00		53	Georgia Power	2032	A

(1)

Upon the expiry of the Reedy Creek PPA, the associated capacity and energy will be sold to Progress Energy Florida under the terms of its current agreement.

(2)

Fitch rating on Reedy Creek Improvement District bonds.

(3)

Project currently under construction and is expected to be completed in late 2012.

Auburndale

        The Auburndale project is a 155 MW dual fueled, combined-cycle, cogeneration plant located in Pope County, Florida, which commenced commercial operations in 1994. We indirectly own 100% of the Auburndale project, which was acquired in 2008 from ArcLight Energy Partners Fund I, L.P. and Calpine Corporation. The capacity and energy from the project is sold to PEF under three PPAs expiring at the end of 2013. Steam is sold to Florida Distillers Company and the Cutrale Citrus Juices USA. The Florida Distillers steam agreement is renewed annually and the Cutrale Citrus Juices agreement expires in 2013. Auburndale is operated and maintained by an affiliate of Caithness. The project also has a maintenance agreement in place with Siemens Energy, Inc. for the long-term supply of certain parts, repair services and outage services related to the gas turbine, which expires in 2013.

        Each of Auburndale's PPAs expires at the end of 2013. Under the largest of the PPAs, Auburndale sells 114 MW of capacity and energy to PEF. In addition, 17 MW of capacity is sold under two identical 8.5 MW agreements with PEF. Electricity revenues from the three PPAs consist of capacity payments based on a fixed schedule of prices and energy payments. The capacity payments are dependent on Auburndale maintaining a minimum on peak capacity factor. Auburndale entered into an agreement with Tampa Electric Company ("TECO") to transmit electric energy from the project to PEF. Under the agreement, which expires in 2024, Auburndale's cost for these services is based on a contractual formula derived from TECO's cost of providing such services.

        Auburndale obtains the majority of its natural gas requirements through a gas supply agreement with El Paso Merchant Energy, LP, that expires in June 2012. We are in the process of obtaining a replacement gas supply that will extend to the expiry of the PPA in 2013.

        As of December 31, 2011, the Auburndale project had an $11.9 million 5.10% term loan, which is due in 2013. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Project-Level Debt" for additional details.

Lake

        Lake is a 121 MW dual-fueled, combined-cycle, cogeneration facility located in Umatilla, Florida, that began commercial operation in 1993. We indirectly own 100% of the Lake project. Capacity and electric energy is sold to PEF under a PPA expiring in July 2013. Steam is sold to Citrus World, Inc. for use at its adjacent citrus processing facility, and is also used to make distilled water in the projects distillation units that is sold to various parties. The Lake facility does not have any debt outstanding.

        Revenues under the PPA consist of a fixed capacity payment and an energy payment. The capacity payment is based on Lake maintaining a specified capacity factor during on-peak hours (11 hours daily). Energy payments are comprised of several components including a fuel component based on the

66

cost of coal consumed at two PEF owned coal-fired generating stations and a component intended to recover operations and maintenance costs. The project sells steam to Citrus World under an agreement that expires in 2013.

        Natural gas requirements for the facility are provided by Iberdrola Renewables, Inc. and TECO Gas Services, Inc. under contracts that expire in 2013. Natural gas is transported to the project from supply points in Texas, Louisiana and Mississippi under contracts with Peoples Gas System, Inc.

        Lake is operated and maintained by an affiliate of Caithness. The facility also has a long-term services agreement and a lease engine agreement in place with General Electric ("GE") to provide for planned and unplanned maintenance on Lake's two gas turbines, and to provide temporary replacement gas turbines when Lake's turbines are removed for major maintenance.

Pasco

        The Pasco project is a 121 MW dual-fuel, combined-cycle, cogeneration facility located in Dade City, Florida which began commercial operation in 1993. Upon the expiration of Pasco's original PPA with PEF in 2008, the facility entered into a replacement tolling agreement with TECO that expires in 2018. Under the terms of the tolling agreement, TECO is responsible for the fuel supply and is financially responsible for fuel transportation to Pasco. We indirectly own 100% of the Pasco project.

        Revenues under the tolling agreement with TECO consist of capacity payments, startup charges, variable payments based on the amount of electricity generated, and heat rate bonus payments based on the actual efficiency of the plant versus a contractual efficiency.

        Pasco is operated and maintained by an affiliate of Caithness. The project also has a long-term services agreement and a lease engine agreement in place with GE.

Orlando

        The Orlando project, a 129 MW natural gas-fired, combined-cycle, cogeneration facility located near Orlando Florida, commenced commercial operation in 1993. We indirectly own a 50% interest in the project and Northern Star Generation, LLC ("Northern Star") owns the remaining 50% interest. Orlando sells all of its electricity to PEF and Reedy Creek Improvement District ("Reedy Creek") under long-term PPAs. Orlando also sells chilled water produced using steam from the project to a subsidiary of Air Products and Chemicals.

        Capacity and energy up to 79.2 MW is sold to PEF under a PPA that expires in 2023, under which Orlando receives a monthly capacity payment based on achieving a specified on-peak capacity factor, and an energy payment based on the total amount of electric energy delivered to PEF. In 2009, PEF provided notice to Orlando that the committed capacity under its PPA would be increased to 115 MW upon expiration of the Reedy Creek PPA in 2013, upon meeting certain criteria. Capacity and energy is also sold to Reedy Creek, a municipal district serving the Walt Disney World complex, under a PPA that expires in 2013. Orlando receives a monthly capacity payment based on the actual average on-peak capacity factor of the facility and a monthly energy payment based on the total amount of electric energy delivered to Reedy Creek. In 2009, Orlando executed an agreement with Rainbow Energy Marketing Corporation ("Rainbow") to market up to 15 MW of energy at spot market rates subject to the profitability of such sales. The agreement with Rainbow can be terminated by either party upon 30 days notice.

        Under an agreement with a subsidiary of Air Products and Chemicals, Orlando supplies chilled water produced using steam from the project to its cryogenic air separation facility. Due to reduced demand for chilled water at the Air Products and Chemicals facility, Orlando procured and installed water distiller units in 2009 and entered into contracts to provide the distilled water to unaffiliated third parties to ensure maintenance of its QF status.

67

        Natural gas is purchased from an affiliate of Northern Star under an agreement that expires in 2013. Other affiliates of Northern Star entered into agreements with Florida Gas Transmission for the delivery of natural gas to Orlando. The project is operated and maintained by an affiliate of Northern Star under an operations and maintenance services agreement that expires in 2023. In 1997, Orlando also entered into a long-term maintenance agreement with Alstom Power Inc. for the long-term supply of hot gas path turbine parts.

Piedmont

        The Piedmont project is a 53.5 MW biomass-fired, electric generating facility under construction in Barnesville, Georgia, approximately 60 miles Southeast of Atlanta. The project was developed by our 60% owned subsidiary Rollcast. We have a 98% ownership interest in Piedmont.

        Piedmont will sell 100% of its output to Georgia Power Company under a 20-year PPA and has executed two long-term biomass fuel supply contracts under pricing terms that largely track the energy payment under the PPA. Zachary Industrial ("ZHI") is constructing the facility under a turn-key engineering procurement and construction contract. Notice to proceed was authorized in October 2010 and commercial operation is expected in late 2012. Total project costs of approximately $207 million were financed in part with an $82 million construction loan, which will convert to a five-year term loan upon commercial operation, a $51 million bridge loan and approximately $75 million of equity contributed by us. The bridge loan will be repaid from the proceeds of a federal stimulus grant, which is expected to be received two months after achieving commercial operation. We expect to refinance the term loan over a longer period.

        Operations and management services will be provided under a five-year agreement with DPS. DPS will be paid its actual direct operating costs plus an annual fee. Piedmont has also executed a management services agreement with Rollcast for the provision of administrative and asset management services.

Northwest Segment

Project Name	Location (State)	Type	Total MW		Economic Interest		Net MW		Primary Electric Purchaser	Power Contract Expiry	Customer S&P Credit Rating
Mamquam	British Columbia	Hydro		50		100.00		50	British Columbia Hydro and Power Authority	2027	AAA
Moresby Lake	British Columbia	Hydro		6		100.00		6	British Columbia Hydro and Power Authority	2022	AAA
Williams Lake	British Columbia	Biomass		66		100.00		66	British Columbia Hydro and Power Authority	2018	AAA
Idaho Wind	Idaho	Wind		183		27.56		50	Idaho Power Co.	2030	BBB
Rockland	Idaho	Wind		80		30.00		24	Idaho Power Co.	2036	BBB
Frederickson	Washington	Natural Gas		250		50.15		125	Benton Co. PUD, Grays Harbor PUD, Franklin Co. PUD	2022	A
Koma Kulshan	Washington	Hydro		13		49.80		6	Puget Sound Energy	2037	BBB

Mamquam

        Mamquam station is a wholly-owned 50 MW run-of-river hydroelectric generating plant located on the Mamquam River in British Columbia. The plant achieved commercial operation in 1996. We indirectly own 100% of Mamquam and also provide operations and management services. All of the output of the station is sold to British Columbia Hydro and Power Authority ("BC Hydro") under a long-term PPA which expires in 2027. BC Hydro has the option, exercisable in 2021 and every five years thereafter, to either purchase the Mamquam facility or extend the PPA. The energy rate under the PPA consists of a fixed energy component, an operations and maintenance component (adjusted

68

annually for inflation), and a reimbursable cost component which covers expenses such as property taxes, water and land-use fees, as well as insurance premiums.

Moresby Lake

        Moresby Lake is a 6 MW reservoir-based, hydroelectric generating station located on the island of Haida Gwaii off the coast of northern British Columbia. The project achieved commercial operation in 1990. We indirectly own 100% of Moresby Lake and also provide operations and management services. Substantially all of the output of the facility is sold to BC Hydro under a long-term PPA expiring in 2022. The energy rate payable by BC Hydro consists of a fixed energy rate adjusted annually for inflation. Approximately 1% of the station's generation is sold to NAV Canada and the Department of Fisheries and Oceans (Canada) under long-term PPAs.

Williams Lake

        The Williams Lake power plant is a wholly-owned 66 MW biomass fired generating facility located in Williams Lake, British Columbia, that achieved commercial operation in 1993. Power is sold to BC Hydro under a PPA with the initial term expiring in 2018. BC Hydro has an option to extend the agreement by up to 10 years, on the basis of two five-year term extensions. The Williams Lake plant is operated and maintained by one of our affiliates.

        The PPA contains two pricing tranches: a firm energy tranche, representing approximately 82% of the total energy produced; and a surplus energy tranche, representing approximately 18% of total energy produced. The firm energy tranche pricing consists of a fixed energy component, an operations and maintenance component (adjusted annually for average weekly earnings in British Columbia), and a reimbursable cost component. The surplus energy tranche pricing is adjusted annually for changes in the Dow Jones California Oregon Border index. However, surplus energy can be sold to a third party if a higher price is available. In 2010, the surplus energy was sold to a third party at a higher price than under the PPA. In 2011, the price of surplus energy was determined through negotiations with BC Hydro at a rate higher than what the PPA would have provided.

        Williams Lake is fueled by locally purchased wood waste under six fuel supply agreements: five expiring in 2018 and one expiring in 2014. The facility also obtains wood waste from several periodic suppliers on an as-available and as-needed basis. The PPA with BC Hydro provides for the recovery of approximately 82% of the cost of fuel, thereby largely protecting the plant from the impact of increased fuel costs.

Idaho Wind

        The Idaho Wind project is a 183 MW wind power project comprised of 11 wind farms located near Twin Falls, Idaho. Construction of the project began in June 2010 and it commenced commercial operation in January 2011. The Idaho Wind project is owned by Idaho Wind Partners 1, LLC ("Idaho Wind"), in which we own a 27.6% interest. We acquired our ownership interest in July 2010. The other owners are affiliates of GE Energy Financial Services, Reunion Power, and Exergy Development Group, the original project developer. Electricity is sold to Idaho Power Company under 11 PPAs expiring in 2030.

        The project was financed in part by a consortium of lenders with a $221 million project-level credit facility that closed in October 2010. The credit facility is composed of two tranches, which are a $139 million construction loan that converted to a 17-year term loan following commercial operation, and an $83 million cash grant facility that was repaid with federal grant proceeds after completion of construction in early 2011. The remaining costs of the project of approximately $200 million were funded with a combination of owners' equity and member loans from affiliates of Atlantic Power and GE Energy Financial Services. The member loans were fully repaid in 2011. Idaho Wind's project

69

financing includes credit support for the facility's obligations under the PPAs in the form of approximately $20 million of letters of credit.

        Under the terms of the PPAs, Idaho Power purchases all of the electricity at fixed prices. The price paid for electricity can be reduced in the event the wind farms do not maintain a minimum level of availability or underperform relative to monthly nominations under the PPA.

        An operations support agreement is in place with GE that provides for ongoing monitoring of the performance of the wind turbines as well as planned and unplanned maintenance. Idaho Wind also has a balance of plant maintenance contract with Caribou Construction to maintain the projects' substations and other equipment not associated with the wind turbines. Day-to-day operations and maintenance is provided by an affiliate of Reunion Power under a management services agreement.

        Our proportionate share of the Idaho Wind project's non-recourse debt was $50.9 million as of December 31, 2011, which fully amortizes by and has a final maturity in 2027. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Project-Level Debt" for additional details.

Rockland

        Rockland Wind Project LLC ("Rockland") owns an 80 MW wind power generating facility located near American Falls, Idaho, which commenced commercial operation in December 2011. We acquired a 30% ownership interest in Rockland in December 2011. Rockland's other owners include Ridgeline Energy, LLC, the project developer, and an affiliate of Diamond Generating Corporation. Electricity is sold to Idaho Power Company under a 25-year fixed-price PPA expiring in 2036.

        The Rockland project utilizes wind turbines manufactured by Vestas Wind Systems ("Vestas"), which also provides an availability guarantee. Vestas provides long-term turbine operations and maintenance services to the project under a 10-year service agreement. enXco, an established provider of renewable energy development and operations and management services, is under contract to provide administrative services, plant maintenance and maintenance of the transmission lines and collection systems.

        The project was project financed in March 2011 with Bank of Tokyo Mitsubishi, Sumitomo and Mizuho. The facility consisted of an $87.0 million construction loan, a $45.0 million Section 1603 cash grant bridge loan and a $5.0 million letter of credit facility. At term conversion, the construction loan converted to an $87.0 million, 15-year term loan. The term loan is fully swapped for the life of the loan at a LIBOR equivalent of 4.02%. Debt service is paid semi-annually as are distributions.

        Our proportionate share of the Rockland project's debt was $39.3 million as of December 31, 2011, which is due 2031.

Frederickson

        The Frederickson facility is a 250 MW combined cycle gas-fired generating facility that commenced commercial operation in 2002. The facility, located near Tacoma, Washington, also has 20 MW of duct firing capability. We indirectly own a 50.15% interest in the project. Our share of the output of the facility, approximately 125 MW, is sold to three different Washington State Public Utility Districts ("PUDs") under PPAs expiring in 2022. The Frederickson plant is operated and maintained by one of our affiliates.

        Under each of the PPAs, Frederickson provides generating capacity and associated energy to each of the PUDs in exchange for a capacity charge, a fixed operations and maintenance charge, a variable operations and maintenance charge and a fuel charge. The PUDs supply their proportionate share of natural gas to Frederickson at a specific delivery point. Frederickson is responsible for obtaining firm transportation from such delivery point to the facility. The facility is responsible for any fixed and variable cost increases above those recoverable under the PPAs, other than costs resulting from the effects of material changes to environmental and tax laws. The remainder of the ownership interest in Frederickson, approximately 49.85%, is held by Puget Sound Energy, Inc. ("PSE"). The portion of Frederickson's output allocable to PSE under its ownership interest is used by PSE to meet the needs of a portion of its electrical customers.

70

Koma Kulshan

        The Koma Kulshan project is a 13 MW run-of-river hydroelectric generating facility located on the slopes of Mount Baker, approximately 80 miles north of Seattle, Washington. Koma Kulshan commenced commercial operations in 1990. The project has a PPA with PSE that expires in 2037. We have a 49.75% economic interest in Koma Kulshan. The other partners include Mt. Baker Corporation and Covanta Energy Corporation ("Covanta"). Operations and maintenance of the facility is performed under an agreement with Covanta, which expires in 2012 and is renewed annually.

Southwest Segment

Project Name	Location (State)	Type	Total MW		Economic Interest			Net MW			Primary Electric Purchaser	Power Contract Expiry			Customer S&P Credit Rating
Badger Creek	California	Natural Gas		46		50.00	%		23		Pacific Gas & Electric		2013	(1)	BBB+
Naval Station	California	Natural Gas		47		100.00	%		47		San Diego Gas & Electric		2019		A
Naval Training Center	California	Natural Gas		25		100.00	%		25		San Diego Gas & Electric		2019		A
North Island	California	Natural Gas		40		100.00	%		40		San Diego Gas & Electric		2019		A
Oxnard	California	Natural Gas		49		100.00	%		49		Southern California Edison		2020		BBB+
Path 15	California	Transmission		N/A		100.00	%		N/A		California Utilities via CAISO(2)		N/A	(3)	BBB+ to A(4)
Greeley	Colorado	Natural Gas		72		100.00	%		72		Public Service Company of Colorado		2013		A-
Manchief	Colorado	Natural Gas		300		100.00	%		300		Public Service Company of Colorado		2022		A-
Morris	Illinois	Natural Gas		177		100.00	%		77		Equistar Chemicals, LP		2023		BB-
									100		Merchant				N/A
Delta-Person	New Mexico	Natural Gas		132		40.00	%		53		Public Service Company of New Mexico		2020		BB
Gregory	Texas	Natural Gas		400		17.10	%		59		Fortis Energy Marketing and Trading		2013		AA
									9		Sherwin Alumina		2020		N/R
Canadian Hills	Oklahoma	Wind		300		99.0	%		200		Southwestern Electric Power		2032		BBB
									49		Oklahoma Municipal Power Authority		2037		N/R
									48		Grand River Dam Authority		2032		N/R
PERH(5)	Illinois								14.30	%

(1)

Entered into a one-year interim agreement in February 2012.

(2)

California utilities pay transmission access charges to the California Independent System Operator, who then pays owners of Transmission system rights, such as Path 15, in accordance with its annual revenue requirement approved every three years by the Federal Energy Regulatory Commission ("FERC").

(3)

Path 15 is a FERC-regulated asset with a FERC-approved regulatory life of 30 years: through 2034.

(4)

Largest payers of transmission access charges supporting Path 15's annual revenue requirement are Pacific Gas & Electric (BBB+), Southern California Edison (BBB+) and San Diego Gas & Electric (A). The California

71

Independent System Operator imposes minimum credit quality requirements for any participants rated A or better unless collateral is posted per the California Independent System Operator imposed schedule.

(5)

On February 16, 2012, we entered into an agreement with Primary Energy Recycling Corporation ("PERC"), whereby PERC will purchase our 14.3% common ownership interests in PERH. Completion of the transaction is subject to PERC obtaining financing and is expected to occur in the second quarter of 2012.

Badger Creek

        The Badger Creek facility is a 46 MW simple-cycle, gas-fired cogeneration facility that commenced commercial operation in 1991. We own a 50% interest in the project. A private equity fund managed by ArcLight owns the remaining 50% interest. The output of the facility is sold to PG&E under a PPA that expires in April 2013, at which time a transition PPA will become effective ("Transition PPA"). The Transition PPA expires in June 2015 and is pursuant to the "Qualifying Facility and Combined Heat and Power Program Settlement Agreement" ("Settlement Agreement") under a proceeding at the California Public Utilities Commission achieved in November 2011. The Settlement Agreement, among other QF facilities, California's major investor-owned utilities, and numerous consumer and independent power producer groups, resolves numerous outstanding QF disputes and provides for an orderly transition from the existing QF program in California to a new QF/Combined Heat and Power program.

        Under the PPA and Transition PPA, Badger provides capacity and associated energy to PG&E in exchange for a capacity charge, and an energy charge based on defined heat rates. Gas is supplied by J.P. Morgan Ventures Energy Corporation. Consolidated Asset Management Services, an affiliate of ArcLight, provides administrative services and operations and maintenance services.

Naval Station

        The Naval Station Facility is a wholly-owned 47 MW cogeneration facility that supplies steam to the US Navy's San Diego Naval Station located in San Diego, California. The facility began commercial operation in 1989 and is operated and maintained by an affiliate of ours. The Naval Station plant supplies electricity to San Diego Gas & Electric Company ("SDG&E") pursuant to a long-term PPA, which expires in 2019. The steam agreement expires in 2018. Fuel is supplied by JP Morgan under a monthly indexed pricing agreement which links the gas price used in the PPA energy payments with similar components in the Navy steam contract to minimize the exposure to gas price volatility.

Naval Training Center

        The Naval Training Center facility is a wholly-owned nominal 25 MW, dual-fuel cogeneration facility located at the U.S. Marine Corps Recruit Depot (and former Naval Training Center) in San Diego, California. The facility began commercial operation in 1989 and is operated and maintained by an affiliate of ours.

        The Naval Training Center facility supplies electricity to SDG&E pursuant to a long-term PPA, which expires in 2019. A portion of the facility's output is sold to SDG&E under a Standard Offer contract with an indefinite term. The Naval Training Center facility also sells steam to the U.S. Marine Corps under an agreement that expires in 2018. Fuel is supplied by J.P. Morgan under a monthly indexed pricing agreement that links the gas price used in the PPA energy payments with similar components in the Navy steam contract to minimize the exposure to gas price volatility.

North Island

        The North Island facility is a wholly-owned 40 MW cogeneration facility that serves the US Navy's North Island Naval Air Station on Coronado Island located in San Diego, California. The facility began commercial operation in 1989 and is operated and maintained by an affiliate of ours. The North Island plant supplies electricity to SDG&E pursuant to a long term PPA that expires in 2019. The facility also

72

provides electricity and steam to the Navy for building heat and to service docked ships, and for the aircraft re-work facility. The steam agreement expires in 2018. Fuel is supplied by JP Morgan under a monthly indexed pricing agreement that links the gas price used in the PPA energy payments with similar components in the Navy steam contract to minimize the exposure to gas price volatility.

Oxnard

        The Oxnard plant is a wholly-owned 49 MW peaker facility located in Oxnard, California, that achieved commercial operations in 1990. Electrical output from the facility is sold to Southern California Edison Company ("SCE") under a PPA expiring in 2020.

        Oxnard uses steam in its absorption refrigeration plant to provide refrigeration services to Boskovich Farms, Inc. ("Boskovich") at no charge; thereby maintaining the facility's QF status. The original energy services agreement with Boskovich expired in 2005 and refrigeration services are currently being provided on a month-to-month agreement. Boskovich is an integrated vegetable and fruit grower, processor, and refrigerated/frozen food storage company.

Path 15

        Path 15 consists of our ownership of 72% of the transmission system rights associated with the Path 15 transmission project, an 84-mile, 500-kilovolt transmission line built along an existing transmission corridor in central California. The Path 15 project commenced commercial operation in 2004 and facilitates the movement of power from the Pacific Northwest to southern California in the summer months and from generators in southern California to northern California in the winter months. The transmission system rights entitle us to receive an annual revenue requirement that is regulated by the FERC which established a 30-year regulatory life for the project. The annual revenue requirement is established in a triennial rate case proceeding before the FERC. Such a rate case proceeding is currently underway.

        In February 2011, we filed our triennial rate application with the FERC to establish Path 15's revenue requirement for the 2011-2013 period. We engaged in a formal settlement process with FERC staff and three parties that challenged certain aspects of how Path 15 determined the rates in its filing. After exchanges of information and direct discussions, we concluded that a fair and equitable settlement between the parties was not achievable through the settlement process and therefore in September 2011, we ended settlement discussions and pursued resolution of the issues through the formal hearing process at FERC. This step was similarly taken in the prior rate case, which ultimately concluded in a settlement among the parties.

        In September 2011, FERC appointed a presiding judge in Path 15's rate case hearing proceeding. Under the judge's order establishing the procedural schedule for the case, the discovery period was set for October 2011 through April 2012. In February 2011, we filed a rate application with FERC to establish Path 15's revenue requirement at $30.3 million for the 2011-2013 period. On March 7, 2012, Path 15 filed a formal settlement agreement establishing a revenue requirement at $28.8 million with the Administrative Law Judge for her review and certification to FERC for approval. All of the parties in the rate case either support or do not oppose the settlement agreement. Path 15 expects an order approving the settlement from FERC during the second quarter of 2012. During the pendency of the rate case, we continue to collect the rates we filed as permitted under the initial FERC order it received in April 2011. Those rates are subject to refund, including interest, back to October 2011 based on a final disposition of the proceeding. We believe that the resolution of this matter will not have a material impact on our financial position or results of operations.

        The Path 15 project and right of way is owned and operated by Western, a US Federal power agency that operates and maintains approximately 17,000 miles of transmission lines. The project is not

73

subject to the same operating risks of a power plant or the volatility that may arise from changes in the price of electricity or fuel.

        Three of our wholly-owned subsidiaries have incurred nonrecourse debt relating to our interest in Path 15. Total debt outstanding at Path 15 as of December 31, 2011 was $145.9 million, which is required to fully amortize over their remaining terms through 2028. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Project-Level Debt" for additional details.

Greeley

        The Greeley facility is a 72 MW combined cycle, gas-fired cogeneration facility located near Greeley, Colorado. Greeley commenced commercial operation in 1988 and is operated and maintained by one of our affiliates. We indirectly own 100% of the project. The electrical output of the facility is sold to PSCo under a PPA expiring in 2013 that provides for the payment of a monthly capacity and energy payment to Greeley. Steam is sold to the University of Northern Colorado ("UNC") under a thermal sales agreement ("TSA"), which also expires in 2013. Under the TSA, the Greeley facility is obligated to sell steam to UNC only as steam is generated during the production of electrical energy for sale to PSCo. The steam is priced such that UNC receives a discount versus its avoided natural gas-fired boiler costs. The natural gas supply for Greeley is obtained on the spot market.

Manchief

        The Manchief facility is a 300 MW simple-cycle, gas-fired generating plant located in Brush, Colorado. We indirectly own 100% of Manchief. The project achieved commercial operation in 2000 and sells its output to PSCo under a PPA expiring in 2022. The current expiry date of the PPA is a result of a ten-year extension agreed to with PSCo in 2006. Under the PPA, Manchief receives capacity payments and energy payments. The capacity payment is based on the plant's actual net generating capacity available in any given hour up to 301.8 MW. Energy payments are based on the actual electrical energy dispatched by PSCo and consist of tolling fees, start-up fees, heat rate adjustment payments (payable either to or by Manchief) and natural gas transportation charges. PSCo is responsible for providing gas supply to Manchief.

        The project and PSCo have entered into an option agreement under which PSCo has the right, in the eighth year of the PPA extension term, to acquire the Manchief facility for $56.5 million. If PSCo exercises its purchase option, we would receive a fixed purchase price, as specified in the option agreement.

        Manchief is operated and maintained by CEM pursuant to a ten year O&M agreement.

Morris

        Morris is a wholly-owned 177 MW combined cycle natural gas-fired cogeneration facility located adjacent to the Equistar Chemicals, LP ("Equistar") manufacturing facility in Morris, Illinois. We indirectly own 100% of Morris which operates and maintains the facility. The plant sells electricity and steam to Equistar under an energy supply agreement ("ESA") that expires in 2023, and additional electricity into the PJM merchant market. The facility achieved commercial operation in 1998.

        Under the ESA, Equistar pays a tiered energy rate based on the amount of energy consumed up to a maximum of 77 MW. Equistar also pays capacity payments consisting of a non-escalating fixed fee and a variable fee. The steam price under the ESA is based on a tiered pricing schedule calculated as a function of the delivered price of fuel to Equistar. The ESA provides for the renegotiation of the steam pricing if steam demand falls below a set range for a stipulated period of time. Equistar has the right to purchase Morris at fair market value at the end of 2013, 2018 and 2023.

74

        The facility purchases natural gas under a long-term agreement with Tenaska Power Services Company ("Tenaska") that expires in 2016. Under the supply agreement, gas pricing is indexed to the Chicago City Gate delivery point. Additionally, Tenaska provides power market trading services through a year-to-year agreement.

PERH

        We hold 14.3% of the common ownership interests in PERH. The remaining interest in PERH is held by Primary Energy Recycling Corporation ("PERC"), a public company listed on the Toronto Stock Exchange. PERH owns 100% of Primary Energy Operations, LLC, which in turn owns, through its subsidiaries, four wholly-owned recycled energy projects and a 50% interest in a pulverized coal facility.

        Pursuant to a long-term management agreement with PERC (the "PERC Management Agreement"), a subsidiary of Atlantic Power provides management and administrative services to PERH and its subsidiaries and, if and to the extent requested by PERC, provides certain administrative services. The initial term of the PERC Management Agreement expires in 2025. In consideration for providing the management and administrative services, we receive a base annual management fee.

        On February 16, 2012, we entered into an agreement with PERC, whereby PERC will purchase our 14.3% common ownership interests in PERH for approximately $24 million, plus a management termination fee of approximately $6.1 million. The transaction remains subject to pricing adjustment or termination under certain circumstances. Completion of the transaction is subject to PERC obtaining financing and is expected to occur in the second quarter of 2012.

Delta-Person

        The Delta-Person project, a 132 MW natural gas-fired peaking facility located near Albuquerque, New Mexico, commenced commercial operation in 2000. We own a 40% interest in Delta-Person and affiliates of Olympus Power, LLC, John Hancock Mutual Life Insurance Company, and ArcLight own the remaining interests. Delta-Person sells all of its electrical output to PNM (formerly Public Service of New Mexico) under a PPA that expires in 2020. The development and construction of the project was financed with two non-recourse term loans expiring in 2017 and 2019, both of which fully amortize over their remaining terms. Our share of the total debt outstanding at Delta-Person as of December 31, 2011 was $9.4 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Project-Level Debt" for additional details.

        The PPA provides for payments from PNM for energy, capacity, house load and other applicable charges. In order to receive its full capacity payments, the Delta-Person project must maintain a minimum availability level. Fuel is provided to the project by an affiliate of PNM. The project's fuel costs are reimbursed by PNM under the PPA.

        Olympus Power provides asset management services, which include operational and contractual oversight of the facility and other administrative services. A contractual services agreement in place with GE provides for major maintenance services the cost of which are passed through to PNM under the PPA.

Gregory

        The Gregory project is a 400 MW natural gas-fired, combined cycle cogeneration facility located near Corpus Christi, Texas which commenced commercial operation in 2000. Our ownership interest in Gregory is approximately 17%. The other owners include affiliates of John Hancock Life Insurance Company and Rockland Capital. Gregory sells approximately 345 MW of electricity to Fortis Energy Marketing and Trading GP ("Fortis"), up to 33 MW of energy to Sherwin Alumina Company

75

("Sherwin") and the remainder in the spot market. The project is located on a site adjacent to the Sherwin alumina production facility, which also serves as Gregory's steam customer. The development and construction of the Gregory project was financed, in part, with a non-recourse loan that matures in 2017 and amortizes over its remaining term. Our share of the total debt outstanding at the Gregory project as of December 31, 2011 was $12.6 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Project-Level Debt" for additional details.

        Electricity is sold to Fortis under a PPA that expires in December 2013. Fortis pays Gregory a capacity payment based on a fixed rate, and an energy payment based on a natural gas price index and a contract heat rate. Sales to Fortis consist of two tranches: a must run block that corresponds to the project's minimum energy output needed to satisfy Sherwin's electricity and steam requirements, and a dispatchable block that can be scheduled at the option of Fortis.

        Steam is sold to Sherwin under an agreement that expires in 2020. Under the steam agreement, Gregory is the exclusive source of steam to the Sherwin alumina plant up to a specified maximum amount.

        Gregory purchases natural gas under various short-term and long-term agreements. The project has the option of procuring 100% of its gas requirements from Kinder Morgan Tejas Pipeline, LP, under a market-based gas supply agreement that expires in 2012. Gregory is in discussion to obtain a replacement gas supply agreement that will extend to the expiry of the PPA in 2013.

        DPS is responsible for the operation and maintenance of the project under an agreement that terminates in 2015. Tenaska provides energy management services such to the project. Tenaska optimizes Gregory's operation in the ancillary services market of the Electric Reliability Council of Texas, purchases gas for operations, provides scheduling services, provides back-office support and serves as Gregory's retail energy provider and qualified scheduling entity.

Power Industry Overview

        Historically, the North American electricity industry was characterized by vertically-integrated monopolies. During the late 1980s, several jurisdictions began a process of restructuring by moving away from vertically integrated monopolies toward more competitive market models. Rapid growth in electricity demand, environmental concerns, increasing electricity rates, technological advances and other concerns prompted government policies to encourage the supply of electricity from independent power producers.

        In the independent power generation sector, electricity is generated from a number of energy sources, including natural gas, coal, water, waste products such as biomass (e.g., wood, wood waste, agricultural waste), landfill gas, geothermal, solar and wind. According to the North American Electric Reliability Council's Long-Term Reliability Assessment, published in November 2011, summer peak demand within the United States in the ten-year period from 2011 through 2020 is projected to increase approximately 1.1%, while winter peak demand in Canada is projected to increase 1.0%.

The non-utility power generation industry

        Our 31 power generation projects are non-utility electric generating facilities that operate in the North American electric power generation industry. The electric power industry is one of the largest industries in the United States, generating retail electricity sales of approximately $369 billion in 2010, based on information published by the Energy Information Administration in November 2011. A growing portion of the power produced in the United States and Canada is generated by non-utility generators. According to the Energy Information Administration, there were approximately 5,708 independent power producers representing approximately 408 GW or 42% of capacity in 2009, the most

76

recent year for which data are available. Independent power producers sell the electricity that they generate to electric utilities and other load-serving entities (such as municipalities and electric cooperatives) by way of bilateral contracts or open power exchanges. The electric utilities and other load-serving entities, in turn, generally sell this electricity to industrial, commercial and residential customers.

Industry Regulation

Overview

        In the United States, the trend towards restructuring the electric power industry and the introduction of competition in electricity generation began with the passage and implementation of the Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"). Among other things, PURPA, as implemented by the FERC, generally required that vertically integrated electric utilities purchase power from QFs at their avoided cost. The FERC defines avoided cost as the incremental cost to a utility of energy or capacity which, but for the purchase from QFs, the utility would itself generate or purchase from another source. This requirement was modified in 2005, as discussed below. PURPA also provided exemptible relief from typical utility state regulatory oversight and reporting requirements.

        Electric transmission assets, such as our Path 15 project, are generally regulated by the FERC on a traditional cost-of-service rate base methodology. This approach allows a transmission company to establish a revenue requirement that provides an opportunity to recover operating costs, depreciation and amortization, and a return on capital. The revenue requirement and calculation methodology is reviewed by the FERC in periodic rate cases. As determined by the FERC, all prudently incurred operating and maintenance costs, capital expenditures, debt costs and a return on equity may be collected in rates charged.

        Our Canadian projects are subject to regulation by Canadian governmental agencies. In addition to U.S. environmental regulation, our facilities and operations are subject to laws and regulations that govern, among other things, transactions by and with purchasers of power, including utility companies, the development and construction of generation facilities, the ownership and operations of generation facilities, access to transmission, and the geographical location, zoning, land use and operation of a facility.

        In Canada, electricity generation is subject primarily to provincial regulation. Our projects in British Columbia are thus subject to different regulatory regimes from our projects in Ontario.

Regulation—generating projects

(i)    United States

        Ten of our power generating projects are Qualifying Facilities under PURPA and related FERC regulations. The Delta-Person and Pasco projects are exempt wholesale generators ("EWGs") under the Public Utility Holding Company Act of 2005, as amended ("PUHCA") and are therefore exempt from regulations under PUHCA. The generating projects with QF status and which are currently party to a power purchase agreement with a utility or have been granted authority to charge market-based rates are exempt from FERC rate-making authority. The FERC has granted seven of the projects the authority to charge market-based rates based primarily on a finding that the projects lack market power. The projects with QF status are also exempt from state regulation respecting the rates of electric utilities and the financial or organizational regulation of electric utilities.

        A QF falls into one or both of two primary classes, both of which would facilitate one of PURPA's goals to more efficiently use fossil fuels to generate electricity than typical utility plants. The first class of QFs includes energy producers that generate power using renewable energy sources such as wind,

77

solar, geothermal, hydro, biomass or waste fuels. The second class of QFs includes cogeneration facilities, which must meet specific fossil fuel efficiency requirements by producing both electricity and steam versus electricity only. With the exception of QFs, generation, transmission and distribution of electricity remained largely owned by vertically integrated electric utilities until the enactment of the Energy Policy Act of 1992 (the "EP Act of 1992") and subsequent orders in 1996, along with electric industry restructuring initiated at the state level. Among other things, the EP Act of 1992 enhanced the FERC's power to order open access to power transmission systems, contributing to significant growth in the independent power generation industry.

        In August 2005, the Energy Policy Act of 2005 (the "EP Act of 2005") was enacted, which removed certain regulatory constraints on investment in utility power producers. The EP Act of 2005 also limited the requirement from PURPA that electric utilities buy electricity from QFs to certain markets that lack competitive characteristics. Finally, the EP Act of 2005 amended and expanded the reach of the FERC's corporate merger approval authority under Section 203 of the Federal Power Act.

        All of our projects are subject to reliability standards developed and enforced by the North American Electric Reliability Corporation ("NERC"). NERC is a self-regulatory non-governmental organization which has statutory responsibility to regulate bulk power system users, generation and transmission owners and operators through the adoption and enforcement of standards for fair, ethical and efficient practices.

        In March 2007, the FERC issued an order approving mandatory reliability standards proposed by NERC in response to the August 2003 northeastern U.S. blackouts. As a result, users, owners and operators of the bulk power system can be penalized significantly for failing to comply with the FERC-approved reliability standards. We have designated our Manager of Operational and Regulatory Compliance to oversee compliance with liability standards and an outside law firm specializing in this area advises us on FERC and NERC compliance, including annual compliance training for relevant employees.

(ii)    British Columbia, Canada

        The vast majority of British Columbia's power is generated or procured by BC Hydro. BC Hydro is one of the largest electric utilities in Canada. BC Hydro is owned by the Province of British Columbia and is regulated by the British Columbia Utilities Commission ("BCUC").

        BC Hydro is generally required to acquire all new power (beyond what it already generates from existing BC Hydro plants) from independent power producers.

        The BCUC to some extent regulates independent power producers. While the BCUC is nominally independent of the government, its chair and commissioners are effectively appointed by the provincial cabinet. All contracts for electricity supply, including those between independent power producers and BC Hydro, must be filed with and approved by BCUC as being "in the public interest." The BCUC may hold a hearing in this regard. Furthermore, the BCUC may impose conditions to be contained in agreements entered into by public utilities for electricity.

78

        The BCUC has adopted the NERC standards as being applicable to, among others, all generators of electricity in British Columbia, including independent power producers. However, the BCUC has adopted a number of other standards, including the Western Electricity Coordinating Council ("WECC") standards. As a practical matter, WECC typically administers standards compliance on the BCUC's behalf.

        In 2010, the Clean Energy Act became law in British Columbia. This Act states, among other things, that British Columbia aims to accelerate and expand development of clean and renewable energy sources within the Province of British Columbia to achieve energy self-sufficiency, economic development and job creation as well as the reduction of greenhouse gas emissions. This Act also explicitly states that British Columbia will encourage the use of waste heat, biogas and biomass to reduce waste. This Act is consistent with the British Columbia Government Energy Plan, introduced in 2009, which favors clean and renewable energy sources such as hydroelectric, wind and wood waste electricity generation.

        Other provincial regulators in BC having authority over independent power producers include the British Columbia Safety Authority, the Ministry of Environment and the Integrated Land Management Bureau.

        (iii)  Ontario, Canada

        In Ontario, the Ontario Energy Board ("OEB") is an administrative tribunal with authority to grant or renew, and set the terms for, licenses with respect to electricity generation facilities, including our projects. No person is permitted to generate electricity in Ontario without a license from the OEB.

        The OEB has the authority to effectively modify licenses by adopting "codes" that are deemed to form part of the licenses. Furthermore, any violations of the licence or other irregularities in the relationship with the OEB can result in fines. While the OEB provides reports to the Ontario Minister of Energy, it generally operates independently from the government. However, the Minister may issue policy directives (with Cabinet approval) concerning general policy and the objectives to be pursued by the OEB, and the OEB is required to implement such policy directives.

        A number of other regulators and quasi-governmental entities play a role in electricity regulation in Ontario, including the Independent Electricity System Operator ("IESO"), Hydro One, the Electrical Safety Authority ("ESA"), OEFC and the Ontario Power Authority ("OPA").

        The IESO is responsible for administering the wholesale electricity market and controlling Ontario's transmission grid. The IESO is a non-profit corporation whose directors are appointed by the government of Ontario. The IESO's "Market Rules" form the regulatory framework for the operation of Ontario's transmission grid and electricity market. The Market Rules require, among other things, that generators meet certain equipment and performance standards and certain system reliability obligations. The IESO may enforce the Market Rules by imposing financial penalties. The IESO may also terminate, suspend or restrict participatory rights.

        In November 2006, the IESO entered into a memorandum of understanding with NERC, in which it recognized NERC as the "electricity reliability organization" in Ontario. In addition, the IESO has also entered into a similar MOU with the Northeast Power Coordinating Council (the "NPCC"). IESO is accountable to NERC and NPCC for compliance with NERC and NPCC reliability standards. While IESO may impose Ontario-specific reliability standards, such standards must be consistent with, and at least as stringent as, NERC's and NPCC's standards.

        The OPA was established in 2005 to, among other things, procure new electricity generation. As a result, the OPA enters into electricity generation contracts with electricity generators in Ontario from time to time. Although we are not presently party to any such contracts, we may seek to enter into such contracts if and when the opportunity arises.

79

        On April 18, 2012, the Ontario government announced its intention to merge the OPA and the IESO. The government intends to introduce legislation that would, if passed, create a single new agency. The mandate of the new, merged agency would be to establish market rules to benefit consumers, align contracts and create an electricity system that is more responsive to changing conditions. The government has not yet tabled the proposed legislation in the legislature.

        Most of the operating assets of the entity formerly known as Ontario Hydro were transferred, in or around 1998, to Hydro One, IESO and a third company called Ontario Power Generation Inc. The remaining assets and liabilities were kept in OEFC. Once all of OEFC's debts (approximately $27.1 billion as of March 2011) have been retired, it will be wound up and its assets and liabilities will be transferred directly to the Government of Ontario.

        The Green Energy Act became law in Ontario in 2009 renewable electricity generation technologies, including via a feed-in tariff program. This Act states that the Government of Ontario is, among other things, committed to fostering the growth of renewable energy projects, to removing barriers to and promoting opportunities for renewable energy projects and to promoting a green economy.

Regulation—transmission project

        The revenues received by the Path 15 project are regulated by the FERC through a rate review process every three years that sets an annual revenue requirement. Our filed revenue requirements are subject to review by the FERC staff as well other parties prior to their approval. Differences between our filed revenue requirements and those determined by FERC staff or interveners are subject to a formal settlement process or in the circumstance that settlement cannot be achieved, litigation.

Carbon emissions

        In the United States, government policy addressing carbon emissions had gained momentum over the last two years, but more recently has slowed at the federal level. Beginning in 2009, the Regional Greenhouse Gas Initiative was established in ten Northeast and Mid-Atlantic states as the first cap-and-trade program in the United States for CO₂ emissions. These states have varied implementation plans and schedules. The two states where we have project interests, New York and New Jersey, also provide cost mitigation for independent power projects with certain types of power contracts. At the end of 2011, New Jersey withdrew from the RGGI program. Other states and regions in the United Sates are developing similar regulations and it is possible that federal climate legislation will be established in the future.

        Federal bills to create both a cap-and-trade allowance system and a renewable/efficiency portfolio standard have been introduced in both the U.S. House and Senate. Separately, the EPA has taken several recent actions to potentially regulate CO₂ emissions.

        Additionally, more than half of the U.S. states and most Canadian provinces have set mandates requiring certain levels of renewable energy production and/or energy efficiency during target timeframes. This includes generation from wind, solar and biomass. In order to meet CO₂ reduction goals, changes in the generation fuel mix are forecasted to include a reduction in existing coal resources, higher reliance on nuclear, natural gas, and renewable energy resources and an increase in demand-side resources. Investments in new or upgraded transmission lines will be required to move increasing renewable generation from more remote locations to load centers.

Competition

        The power generation industry is characterized by intense competition, and we compete with utilities, industrial companies and other independent power producers. In recent years, there has been increasing competition among generators in an effort to obtain power sales agreements, and this

80

competition has contributed to a reduction in electricity prices in certain markets where supply has surpassed demand plus appropriate reserve margins. In addition, many states and regions have aggressive Demand Side Management programs designed to reduce current load and future local growth.

        The U.S. power industry is continuing to undergo consolidation which may provide attractive acquisition and investment opportunities, although we believe that we will continue to confront significant competition for those opportunities and, to the extent that any opportunities are identified, we may be unable to effect acquisitions or investments on attractive terms.

        We compete for acquisition opportunities with numerous private equity funds, infrastructure funds, Canadian and U.S. independent power firms, utility genco subsidiaries and other strategic and financial players. Our competitive advantages include our competitive access to capital, experienced management team, diversified projects and stability of project cash flow.

Employees

        As of February 24, 2012, we had 277 employees, 168 in the U.S. and 109 in Canada. 68 of our Canadian employees are covered by two collective bargaining agreements. During 2011, we did not experience any labor stoppages or labor disputes at any of our facilities.

Legal Proceedings

        Our Lake project is currently involved in a dispute with PEF over off-peak energy sales in 2010. All amounts billed for off-peak energy during 2010 by the Lake project have been paid in full by PEF. The Lake project has filed a claim against Progress in which we seek to confirm our contractual right to sell off-peak energy at the contractual price for such sales. PEF filed a counter-claim against the Lake project, seeking, among other things, the return of amounts paid for off-peak power sales during 2010 and a declaratory order clarifying Lake's rights and obligations under the PPA. The Lake project has stopped dispatching during off-peak periods and our forward guidance for distributions does not include proceeds from off-peak sales, pending the outcome of the dispute. However, we strongly believe that the court will confirm our contractual right to sell off-peak power using the contractual price that was used during 2010 and that we will be able to continue such off-peak power sales for the remainder of the term of the PPA. We have not recorded any reserves related to this dispute and expect that the outcome will not have a material adverse effect on our financial position or results of operations.

        On May 29, 2011, our Morris facility was struck by lightning. As a result, steam and electric deliveries were interrupted to our host Equistar. We believe the interruption constitutes a force majeure under the energy services agreement with Equistar. Equistar disputes this interpretation and has initiated arbitration proceedings under the agreement for recovery of resulting lost profits and equipment damage among other items. The agreement with Equistar specifically shields Morris from exposure to consequential damages incurred by Equistar and management expects our insurance to cover any material losses we might incur in connection with such proceedings, including settlement costs. Management will attempt to resolve the arbitration through settlement discussions, but is prepared to vigorously defend the arbitration on the merits.

        From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending as of March 31, 2012 that are expected to have a material impact on our financial position or results of operations.

81

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview of Our Business

        Atlantic Power Corporation owns and operates a diverse fleet of power generation and infrastructure assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers largely under long-term power purchase agreements ("PPAs"), which seek to minimize exposure to changes in commodity prices. Our power generation projects in operation have an aggregate gross electric generation capacity of approximately 3,397 megawatts (or "MW") in which our aggregate ownership interest is approximately 2,141 MW. Our current portfolio consists of interests in 31 operational power generation projects across 11 states in the United States and two provinces in Canada and a 500-kilovolt 84-mile electric transmission line located in California. In addition, we have one 53 MW biomass project under construction in Georgia and one approximately 300 MW wind project under construction in Oklahoma. We also own a majority interest in Rollcast Energy, a biomass power plant developer in North Carolina, and a 14.3% common equity interest in Primary Energy Recycling Holdings LLC ("PERH"). Twenty-three of our projects are wholly owned subsidiaries.

        We sell the capacity and energy from our power generation projects under PPAs with a variety of utilities and other parties. Under the PPAs, which have expiration dates ranging from 2012 to 2037, we receive payments for electric energy sold to our customers (known as energy payments), in addition to payments for electric generation capacity (known as capacity payments). We also sell steam from a number of our projects under steam sales agreements to industrial and commercial purchasers. The transmission system rights we own in our power transmission project entitle us to payments indirectly from the utilities that make use of the transmission line.

        Our power generation projects generally operate pursuant to long-term fuel supply agreements, typically accompanied by fuel transportation arrangements. In most cases, the fuel supply and transportation arrangements correspond to the term of the relevant PPAs and many of the PPAs and steam sales agreements provide for the indexing or pass-through of fuel costs to our customers. In cases where there is not an effective pass-through of fuel costs, we attempt to mitigate a significant portion of the market price risk of fuel purchases through the use of hedging strategies.

        We revised our reportable business segments during the fourth quarter of 2011 upon completion of the Partnership acquisition. The new operating segments are Northeast, Northwest, Southeast, Southwest and Un-allocated Corporate. Our financial results for the years ended December 31, 2010 and 2009 and three months ended March 31, 2011 have been presented to reflect these changes in our operating segments. We revised our segments to align with changes in management's resource allocation and performance assessment in making decisions regarding our operations. These changes reflect our current operating focus. The segment classified as Un-allocated Corporate includes activities that support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the operating segments when determining segment profit or loss.

Current Trends in Our Business

Macroeconomic impacts

        The recession caused significant decreases in both peak electricity demand and consumption that varied by region, although as always, summer and winter peak demand will also be greatly influenced by weather. This has had the effect of delaying projected increases in capacity requirements to varying degrees by region. Typically, electricity demand makes a strong recovery to pre-recession levels along with the economic recovery and the projected delays in capacity needs tend to revert to some extent as well, depending on the pace of the recovery. The reduced electricity peak demand and consumption

82

during a recession tends to impact base load (plants that typically operate at all times) and peaking plants (those that only operate in periods of very high demand) more than mid-merit plants (those that operate for a portion of most days, but not at night or in other lower demand periods). During recessionary periods, base load plants may be called on for lower levels of off-peak generation and peaking plants may be called on less frequently as a function of their efficiency and the overall peak demand level. The actual financial impacts on particular plants depend on whether contractual provisions, such as minimum load levels and/or significant capacity payments, partially mitigate the impact of reduced demand. One other recession related industry impact was an easing of commodity costs, whose previous escalation had greatly increased new plant construction costs. The economic recovery has moved prices higher again for copper, steel and other inputs, with labor costs a function of regional power plant and general construction activity levels, which in some locations includes increased renewable project construction.

Increased renewable power projects

        The combination of federal stimulus and other tax provisions in the U.S. and Canada, state renewable portfolio standards and state or regional CO₂/greenhouse gases reduction programs has provided powerful incentives to build new renewable power capacity. One simple impact of this trend is the offsetting reduction in new fossil-fired generation, with the following exception, because significant renewable capacity is being built as intermittent resources (e.g., wind and solar) there will be an increased need by system operators to have more "firming resources." These are units that can be started quickly or idle at low levels in order to be available to compensate for sudden decreases in output from the solar or wind projects. These firming resources are generally natural gas-fired generators or, in more limited locations, pumped storage or reservoir-based hydro resources. The second significant impact of increased renewable projects is the increased need for new transmission lines to move power from renewable resources in typically more remote locations, to the more highly populated electricity load centers. This transmission requirement will require significant capital and tends to encounter a long and risky development, siting and regulatory process.

Increased shale gas resources

        The substantial additions of economically viable shale gas reserves and increasing production levels have put strong downward pressure on natural gas prices in both the spot and forward markets. One impact of the reduced prices is that gas-fired generators have displaced some generation from base load coal plants, particularly in the southeast U.S. Lower natural gas prices also have compressed, and in some cases turned negative, the "spark spread," which is the industry term for the profit margin between spot market fuel and power prices. Reduced spark spreads directly impact the profitability of plants selling power into the spot market with no contract, which are referred to as merchant plants.

        The lower power prices can have an adverse impact on development of new renewable projects whose owners are attempting to negotiate power purchase agreements at favorable levels to support the financing and construction of the projects. The expectation of reduced future volatility of gas prices due to increased supply has reinforced a growing expectation of the role of natural gas as a "bridging fuel," helping from a carbon policy perspective to bridge the desired U.S. transition to both cleaner fuels and more commercially viable carbon removal and sequestration technologies.

Credit markets

        Weak and volatile credit markets over the past three years reduced the number of lenders providing power project financing, as well as the size and length of loans, resulting in higher costs for such financing. This reduces the number of new power projects that could be feasibly financed and built. Credit market conditions for project-lending have generally improved, but are still weaker than pre-recession levels. However, base lending rates such as LIBOR have stayed quite low by historical

83

standards, somewhat compensating for the increased interest rate spreads demanded by lenders. Corporate-level credit markets experienced similar adverse impacts, which impeded the ability of many development companies to obtain financing for new power projects.

Factors That May Influence Our Results

        Our primary objective is to generate consistent levels of cash flow to support dividends to our shareholders, which we refer to as "Cash Available for Distribution." Because we believe that our shareholders are primarily focused on income and secondarily on capital appreciation, we provide supplementary cash flow-based non-GAAP information in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and discuss our results in terms of these non-GAAP measures, in addition to analysis of our results on a GAAP basis. See "Supplementary Non-GAAP Financial Information" below for additional details.

        The primary components of our financial results are (i) the financial performance of our projects, (ii) non-cash unrealized gains and losses associated with derivative instruments and (iii) interest expense and foreign exchange impacts on corporate-level debt. We have recorded net losses in four of the past five years, primarily as a result of non-cash losses associated with items (ii) and (iii) above, which are described in more detail in the following paragraphs.

Financial performance of our projects

        The operating performance of our projects supports cash distributions that are made to us after all operating, maintenance, capital expenditures and debt service requirements are satisfied at the project-level. Our projects are able to generate Cash Available for Distribution because they generally receive revenues from long-term contracts that provide relatively stable cash flows. Risks to the stability of these distributions include the following:

•

While approximately 46% of our power generation revenue in 2011 was related to contractual capacity payments, commodity prices do influence our variable revenues and the cost of fuel. Our PPAs are generally structured to minimize our risk to fluctuations in commodity prices by passing the cost of fuel through to the utility and its customers, but some of our projects do have exposure to market power and fuel prices. For example, a portion of the natural gas required for projects in our Southeast segment is purchased at spot market prices but not effectively passed through in their PPAs. Our Orlando project should benefit from switching to market prices for natural gas when its fuel contract expires in 2013 since the contract prices are above current and projected spot prices. We have executed a hedging strategy to partially mitigate this risk. See "Quantitative and Qualitative Disclosures About Market Risk" for additional details about our hedging program at our Southeast segment projects. Our most significant exposure to market power prices exists at the Selkirk, Chambers and Morris projects. At Chambers, our utility customer has the right to sell a portion of the plant's output to the spot power market if it is economical to do so, and the Chambers project shares in the profits from those sales. With low demand for electricity the utility reduces its dispatch to minimum contracted levels during off-peak hours. At Selkirk, approximately 23% of the capacity of the facility is currently not contracted and is sold at market power prices or not sold at all if market prices do not support profitable operation of that portion of the facility. Additionally at Morris, approximately 56% of the facility's capacity is currently not contracted and is sold at market power prices or not sold at all if market prices do not support profitable operation of the facility. When revenue or fuel contracts at our projects expire, we may not be able to sell power or procure fuel under new arrangements that provide the same level or stability of project cash flows. In particular, the power agreements for our Kenilworth facility expires in 2012 and our Lake, Auburndale and Greeley projects expire in 2013. We expect these projects to continue operating under new PPAs and generating Cash Available for Distribution after their existing

84

power contracts expire, but at significantly lower levels. The degree of the expected decline in Cash Available for Distribution is subject to market conditions when we execute new power agreements for these projects and is difficult to estimate at this time. These projects will be free of debt when their PPAs expire, which provides us with some flexibility to pursue the most economic type of contract without restrictions that might be imposed by project-level debt.

•

Some of our projects have non-recourse project-level debt that can restrict the ability of the project to make cash distributions. The project-level debt agreements typically contain cash flow coverage ratio tests that restrict the project's cash distributions if project cash flows do not exceed project-level debt service requirements by a specified amount. The Selkirk, Gregory and Delta-Person projects and Epsilon Power Partners, the holding company for our ownership in the Chambers project, are currently not meeting their cash flow coverage ratio tests and they are restricted from making cash distributions. We expect to resume receiving distributions from Selkirk in 2012, Gregory and Delta-Person in 2014 and Epsilon Power Partners in 2013. See the "Liquidity and Capital Resources—Project-Level Debt" for additional details.

Non-cash gains and losses on derivatives instruments

        In the ordinary course of our business, we execute natural gas swap contracts to manage our exposure to fluctuations in commodity prices, forward foreign currency contracts to manage our exposure to fluctuations in foreign exchange rates and interest rate swaps to manage our exposure to changes in interest rates on variable rate project-level debt. Most of these contracts are recorded at fair value with changes in fair value recorded currently in earnings, resulting in significant volatility in our income that does not significantly affect current period cash flows or the underlying risk management purpose of the derivative instruments. See "Quantitative and Qualitative Disclosures About Market Risk" for additional details about our derivative instruments.

Interest expense and other costs associated with debt

        Interest expense relates to both non-recourse project-level debt and corporate-level debt. Our convertible debentures and long-term corporate level debt are denominated in Canadian dollars. These debt instruments are revalued at each balance sheet date based on the U.S. dollar to Canadian dollar foreign exchange rate at the balance sheet date, with changes in the value of the debt recorded in the consolidated statements of operations. The U.S. dollar to Canadian dollar foreign exchange rate has been volatile in recent years, which in turn creates volatility in our results due to the revaluation of our Canadian dollar-denominated debt.

Critical Accounting Policies and Estimates

        Accounting standards require information be included in financial statements about the risks and uncertainties inherent in significant estimates, and the application of generally accepted accounting principles involves the exercise of varying degrees of judgment. Certain amounts included in or affecting our consolidated financial statements and related disclosures must be estimated, requiring us to make certain assumptions with respect to values or conditions that cannot be known with certainty at the time our financial statements are prepared. These estimates and assumptions affect the amounts we report for our assets and liabilities, our revenues and expenses during the reporting period, and our disclosure of contingent assets and liabilities at the date of our financial statements. We routinely evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates, and any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

85

        In preparing our consolidated financial statements and related disclosures, examples of certain areas that require more judgment relative to others include our use of estimates in determining fair values of acquired assets, the useful lives and recoverability of property, plant and equipment and PPAs, the recoverability of equity investments, the recoverability of deferred tax assets, the valuation of shares associated with our Long-Term Incentive Plan and the fair value of derivatives.

        For a summary of our significant accounting policies, see Note 2 to the Consolidated Audited Financial Statements of Atlantic Power Corporation and Note 1 to the Quarterly Financial Statements of Atlantic Power Corporation. We believe that certain accounting policies are of more significance in our consolidated financial statement preparation process than others; these policies are discussed below.

Acquired assets

        When we acquire a business, a portion of the purchase price is typically allocated to identifiable assets, such as property, plant and equipment, power purchase agreements or fuel supply agreements. Fair value of these assets is determined primarily using the income approach, which requires us to project future cash flows and apply an appropriate discount rate. We amortize tangible and intangible assets with finite lives over their expected useful lives. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur. Incorrect estimates could result in future impairment charges, and those charges could be material to our results of operations.

Impairment of long-lived assets and equity investments

        Long-lived assets, which include property, plant and equipment, transmission system rights and other intangible assets and liabilities subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets by factoring in the probability weighting of different courses of action available. Generally, fair value will be determined using valuation techniques such as the present value of expected future cash flows. We calculate the estimated future cash flows associated with the asset using a single interest rate representative of the risk involved with such an investment or employ an expected present value method that probability weights a range of possible outcomes. We also consider quoted market prices in active markets to the extent they are available. In the absence of such information, we may consider prices of similar assets, consult with brokers or employ other valuation techniques. We use our best estimates in making these evaluations. However, actual results could vary from the assumptions used in our estimates and the impact of such variations could be material.

        Investments in and the operating results of 50%-or-less owned entities not required to be consolidated are included in the consolidated financial statements on the basis of the equity method of accounting. We review our investments in unconsolidated entities for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that is other than temporary might include the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment, failure of cash flow coverage ratio tests included in project-level, non-recourse debt or, where applicable, estimated sales proceeds which are insufficient to recover the carrying amount of the investment. Our assessment as to whether any decline in value is other than temporary is based on our ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary.

86

        When we determine that an impairment test is required, the future projected cash flows from the equity investment are the most significant factor in determining whether impairment exists and, if so, the amount of the impairment charges. We use our best estimates of market prices of power and fuel and our knowledge of the operations of the project and our related contracts when developing these cash flow estimates. In addition, when determining fair value using discounted cash flows, the discount rate used can have a material impact on the fair value determination. Discount rates are based on our risk of the cash flows in the estimate, including, when applicable, the credit risk of the counterparty that is contractually obligated to purchase electricity or steam from the project.

        We generally consider our investments in our equity method investees to be strategic long-term investments that comprise a significant portion of our core operating business. Therefore, we complete our assessments with a long-term view. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered to be other than temporary, an appropriate write-down is recorded based on the excess of the carrying value over the best estimate of fair value of the investment. The use of these methods involves the same inherent uncertainty of future cash flows as previously discussed with respect to undiscounted cash flows. Actual future market prices and project costs could vary from those used in our estimates and the impact of such variations could be material.

Goodwill

        At December 31, 2011, we reported goodwill of $343.6 million, consisting of $331.1 million resulting from the November 5, 2011 acquisition of the Partnership, $9.0 million associated with the Path 15 project in the Southwest segment and $3.5 million that is associated with the step-up acquisition of Rollcast in March 2010 in Un-allocated Corporate segment. See Note 3, Acquisitions and divestments to the Consolidated Audited Financial Statements of Atlantic Power Corporation for further discussion.

        We apply an accounting standard under which goodwill has an indefinite life and is not amortized. Goodwill is tested for impairments at least annually, or more frequently whenever an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We test goodwill for impairment at the reporting unit level, which is identified by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available and whether segment management regularly reviews the operating results of those components. If it is determined that the fair value of a reporting unit is below its carrying amount, where necessary, our goodwill will be impaired at that time.

        We did not perform an annual impairment assessment for goodwill recorded resulting from the Partnership acquisition as no changes occurred that would impact the fair value attributed during the purchase price allocation performed at the acquisition date.

        We performed our annual goodwill impairment assessment as of December 31, 2011, for Path 15 and Rollcast which are at the operating segment levels. We determined the fair value of these reporting units using an income approach. Significant inputs to the determination of fair value were as follows:

•

Path 15—We applied a discounted cash flow methodology to the project's long-term budget. This approach is consistent with that used to determine fair value in prior years. The cash flows in the budget are based on our estimated allowable future recoveries by the FERC for transmission revenue.

•

Rollcast—We applied a discounted cash flow methodology to Rollcast's long-term budget. This approach is consistent with that used to determine fair value in prior years. The cash flows in the budget are based on our estimated future cash flows from projects currently in development and expected to be placed into service or sold.

87

        If fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired. Under the income approach described above, we estimated the fair value of Path 15 to exceed its carrying value by approximately 16% and the fair value of Rollcast to exceed its carrying value by approximately 414% at December 31, 2011.

        Our estimate of fair value under the income approach described above is affected primarily by assumptions about the results of future rate cases and the ability of Rollcast to develop future biomass projects. Our estimates for Path 15 are based on prior rate case settlements. Estimating allowed recoveries from a regulatory agency contains significant uncertainty. If the results of future cases are not consistent with past results, our goodwill may become impaired, which would result in a non-cash charge, not to exceed $9.0 million. If Rollcast is unable to complete development of its budgeted projects our goodwill may become impaired, which would result in a non-cash charge, not to exceed $3.5 million.

Fair value of derivatives

        We utilize derivative contracts to mitigate our exposure to fluctuations in fuel commodity prices and foreign currency and to balance our exposure to variable interest rates. We believe that these derivatives are generally effective in realizing these objectives.

        In determining fair value for our derivative assets and liabilities, we generally use the market approach and incorporate assumptions that market participants would use in pricing the asset or liability, including assumptions about market risk and/or the risks inherent in the inputs to the valuation techniques.

        A fair value hierarchy exists for inputs used in measuring fair value that maximizes the use of observable inputs (Level 1 or Level 2) and minimizes the use of unobservable inputs (Level 3) by requiring that the observable inputs be used when available. Our derivative instruments are classified as Level 2. The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk-free interest rate. We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties.

        Certain derivative instruments qualify for a scope exception to fair value accounting, as they are considered normal purchases or normal sales. The availability of this exception is based upon the assumption that we have the ability and it is probable to deliver or take delivery of the underlying physical commodity. Derivatives that are considered to be normal purchases and normal sales are exempt from derivative accounting treatment and are recorded as executory contracts.

Income taxes and valuation allowance for deferred tax assets

        In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies. The valuation allowance is comprised primarily of provisions against available Canadian and U.S. net operating loss carryforwards.

Long-term incentive plan

        The officers and certain other employees of Atlantic Power are eligible to participate in the LTIP that was implemented in 2007. In the second quarter of 2010, the Board of Directors approved an

88

amendment to the LTIP and the amended plan was approved by our shareholders on June 29, 2010. The amended LTIP became effective for grants beginning with the 2010 performance year. Under the amended LTIP, the notional units granted to plan participants will have the same characteristics as notional units under the old LTIP. However, the number of notional units that vest will be based, in part, on the total shareholder return of Atlantic Power compared to a group of peer companies in Canada. In addition, vesting of the notional units for officers of Atlantic Power will occur on a three-year cliff basis as opposed to ratable vesting over three years for officers' grants made prior to the amendments.

        Unvested notional units are entitled to receive dividends equal to the dividends per common share during the vesting period in the form of additional notional units. Unvested units are subject to forfeiture if the participant is not an employee at the vesting date or, for officers, if we do not meet certain performance targets.

        Compensation expense related to awards granted to participants in the LTIP is recorded over the vesting period based on the estimated fair value of the award on the grant date for notional units accounted for as equity awards and the fair value of the award at each balance sheet date for notional units accounted for as liability awards. The fair value of the awards granted prior to the 2010 amendment is determined by projecting the total number of notional units that will vest in future periods, including dividends accrued monthly as incremental notional units during the vesting period, and applying the current market price per share to the projected number of notional units that will vest. The fair value of awards granted for the 2010 performance period and after with market vesting conditions is based upon a Monte Carlo simulation model on their grant date. The aggregate number of shares which may be issued from treasury under the amended LTIP is limited to 1,350,000. Unvested notional units are recorded as either a liability or equity award based on management's intended method of redeeming the notional units when they vest.

Recent Accounting Developments

Adopted

        On January 1, 2012, we adopted changes issued by the FASB to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity's shareholders' equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity's use of a nonfinancial asset in a way that differs from the asset's highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. The adoption of these changes had no impact on our consolidated financial statements.

        On January 1, 2012, we adopted changes issued by the FASB to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in shareholders' equity was eliminated. The items that must be reported in other comprehensive income

89

or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. We elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on our consolidated financial statements.

        In September 2011, the FASB issued changes to the testing of goodwill for impairment. These changes provide an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the fair value of a reporting unit is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, go directly to the two-step quantitative impairment test. These changes become effective for any goodwill impairment test performed on January 1, 2012 or later. We early adopted these changes for our annual review of goodwill in the fourth quarter of 2011. These changes did not have an impact on the consolidated financial statements.

        In December 2010, the FASB issued changes to the testing of goodwill for impairment. These changes require an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity's ability to assert that such a reporting unit's goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. We adopted these changes beginning January 1, 2011. Based on the most recent impairment review of our goodwill (2011 fourth quarter), we determined these changes did not impact the consolidated financial statements.

        In December 2010, the FASB issued changes to the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. We adopted these changes beginning January 1, 2011. These changes are reflected in Note 3, Acquisitions and divestments.

Issued

        In May 2011, the FASB issued changes to conform existing guidance regarding fair value measurement and disclosure between US GAAP and International Financial Reporting Standards. These changes both clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity's shareholders' equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity's use of a nonfinancial asset in a way that differs from the asset's highest and best use, and the categorization by level in the

90

fair value hierarchy for items required to be measured at fair value for disclosure purposes only. These changes become effective on January 1, 2012. These changes will not have an impact on the consolidated financial statements.

        In June 2011, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. We will adopt these changes on January 1, 2012. Other than the change in presentation, these changes will not have an impact on the consolidated financial statements.

Consolidated Results of Operations

        The following table and discussion is a summary of our consolidated results of operations for the years ended December 31, 2011, 2010 and 2009 and the three months ended March 31, 2012 and 2011.

91

The results of operations by segment are discussed in further detail following this consolidated overview discussion.

	Year ended December 31,									Three months ended March 31,
	2011			2010			2009			2012			2011
	(in thousands of U.S. dollars)
Project revenue
Northeast	$	58,201		$	596		$	—		$	66,926		$	4,547
Southeast		160,911			163,205			148,517			41,751			41,426
Northwest		8,982			—			—			15,300			—
Southwest		55,501			30,318			31,000			42,696			7,644
Unallocated Corporate and Other
		1,300			1,137			—			937			48
		284,895			195,256			179,517			167,610			53,665
Project expenses
Northeast		44,477			443			—			47,177			3,695
Southeast		120,024			124,755			117,484			30,167			31,735
Northwest		9,414			—			—			13,947			—
Southwest		36,598			10,570			11,565			34,418			3,047
Unallocated Corporate and Other		3,950			1,409			—			4,358			542
		214,463			137,177			129,049			130,067			39,019
Project other income (expense)
Northeast		(2,785	)		6,841			2,596			(57,794	)		(1,084	)
Southeast		(22,189	)		(13,754	)		6,307			129			3,397
Northwest		(430	)		326			458			557			57
Southwest		(11,245	)		(9,761	)		(11,147	)		(5,061	)		(2,146	)
Unallocated Corporate and Other		196			148			(267	)		(24	)		(1	)
		(36,453	)		(16,200	)		(2,053	)		(62,193	)		223
Total project income
Northeast		10,939			6,994			2,596			(38,045	)		(232	)
Southeast		18,698			24,696			37,340			11,713			13,088
Northwest		(862	)		326			458			1,910			57
Southwest		7,658			9,987			8,288			3,217			2,451
Unallocated Corporate and Other		(2,454	)		(124	)		(267	)		(3,445	)		(495	)
		33,979			41,879			48,415			(24,650	)		14,869
Administrative and other expenses
Administration		38,108			16,149			26,028			7,833			4,054
Interest, net		25,998			11,701			55,698			22,036			3,968
Foreign exchange loss (gain)		13,838			(1,014	)		20,506			986			(658	)
Other (income) expense, net		—			(26	)		362			—			—
Total administrative and other expenses		77,944			26,810			102,594			30,855			7,364
Income (loss) from operations before income taxes		(43,965	)		15,069			(54,179	)		(55,505	)		7,505
Income tax expense (benefit)		(8,324	)		18,924			(15,693	)		(16,291	)		1,523
Net (loss) income		(35,641	)		(3,855	)		(38,486	)		(39,214	)		5,982
Net loss attributable to noncontrolling interest		(480	)		(103	)		—			(161	)		(154	)
Preferred share dividends of a subsidiary company		3,247			—			—			3,239			—
Net (loss) income attributable to Atlantic Power Corporation	$	(38,408	)	$	(3,752	)	$	(38,486	)	$	(42,292	)	$	6,136

92

Consolidated Overview

        We have five reportable segments: Northeast, Southeast, Northwest, Southwest and Un-allocated Corporate. The consolidated results of operations are discussed below by reportable segment. The consolidated results of operation include the results of operation from the Partnership beginning on the acquisition date of November 5, 2011.

        Project income is the primary GAAP measure of our operating results and is discussed in "Segment Analysis" below. In addition, an analysis of non-project expenses impacting our results is set out in "Un-allocated Corporate" below.

        Significant non-cash items, which are subject to potentially significant fluctuations, include: (1) the change in fair value of certain derivative financial instruments that are required by GAAP to be revalued at each balance sheet date (see "Quantitative and Qualitative Disclosures About Market Risk" for additional information); (2) the non-cash impact of foreign exchange fluctuations from period to period on the U.S. dollar equivalent of our Canadian dollar-denominated obligations; and (3) the related deferred income tax expense (benefit) associated with these non-cash items.

        Cash available for distribution was $59.8 million and $16.6 million for the three months ended March 31, 2012 and 2011, respectively. Cash available for distribution was $82.2 million, $65.5 million and $66.3 million for the years ended December 31, 2011, 2010 and 2009, respectively. See "Cash Available for Distribution" for additional information.

        Income (loss) from operations before income taxes for the three months ended March 31, 2012 and 2011 was $(55.5) million and $7.5 million, respectively. Income (loss) from operations before income taxes for the years ended December 31, 2011, 2010 and 2009 was $(44.0) million, $15.1 million and $(54.2) million, respectively. See "Segment Analysis" below for additional information.

Segment Analysis

Northeast

        The following table summarizes project income for our Northeast segment for the periods indicated:

	Year ended December 31,						Three months ended March 31,
Northeast	2011		2010		2009		2012			2011
Project Income	$	10,939	$	6,994	$	2,596	$	(38,045	)	$	(232	)

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Project income for the three months ended March 31, 2012 decreased $37.8 million from the comparable 2011 period primarily due to:

•

decreased project income of $49.1 million from the newly acquired North Bay, Kapuskasing and Nipigon projects. The project income for these projects were impacted by a $57.9 million non-cash change in the fair value of gas purchase agreements that were accounted for as derivatives during the first quarter of 2012.

        These decreases were partially offset by:

•

project income from the newly acquired Curtis Palmer project of $2.5 million and Tunis project of $4.3 million; and

93

•

increased project income of $5.1 million at Selkirk attributable to lower operations and maintenance costs, higher capacity revenue and a $1.3 million non-cash change in the fair value of gas supply agreements from the comparable 2011 period.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Project income for 2011 increased $3.9 million or 56% from 2010 primarily due to:

•

increased project income of $2.8 million at Cadillac which was acquired in December 2010;

•

increased project income of $3.0 million at Selkirk attributable to higher capacity revenues resulting from the recognition of previously deferred revenues; and

•

project income from the newly acquired Curtis Palmer project of $3.6 million and Tunis project of $1.7 million.

        These increases were partially offset by:

•

decreased project income of $6.3 million at Chambers primarily attributable to increased operations and maintenance costs incurred in connection with a forced outage during July 2011, lower dispatch compared to 2010 and $3.2 million non-cash adjustment to the project's asset retirement obligation;

•

lower project income of $1.4 million at Onondaga Renewables which recorded a $1.5 million asset impairment; and

•

elimination of project income at Rumford which was sold in 2010 of $1.2 million.

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Project income for 2010 increased $4.4 million or 169% from 2009 primarily due to:

•

increased project income of $6.4 million at Chambers due to lower maintenance costs in 2010 compared to 2009, which included a planned steam turbine overhaul, higher dispatch during a warmer summer in 2010 compared to 2009 and a $1.2 million non-cash change in fair value of derivative instruments associated with its interest rate swaps; and

•

increased project income of $3.1 million at Rumford primarily due to a $1.5 million pre-tax gain on the sale of our equity investment in the project.

        These increases were partially offset by:

•

decreased project income of $1.9 million at Topsham due to a $2.0 million pre-tax long-lived impairment charge; and

•

decreased project income of $3.2 million at Selkirk primarily attributable to a $2.1 million non-cash change in the fair value of a natural gas contract that is recorded at fair value and lower operations and maintenance expenses.

Southeast

        The following table summarizes project income for our Southeast segment for the periods indicated:

	Year ended December 31,						Three months ended March 31,
Southeast	2011		2010		2009		2012		2011
Project Income	$	18,698	$	24,696	$	37,340	$	11,713	$	13,088

94

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Project income for the three months ended March 31, 2012 decreased $1.4 million or 11% from the comparable 2011 period primarily due to:

•

decreased project income of $2.2 million at Auburndale primarily attributable to a decrease of $2.6 million related to the non-cash change in fair value of derivative instruments associated with its natural gas swaps;

•

decreased project income of $1.2 million at Lake primarily attributable to a decrease of $0.8 million related to the non-cash change in fair value of derivative instruments associated with its natural gas swaps; and

•

decreased project income of $1.0 million at Orlando primarily due to a $1.4 million non-cash change in fair value of derivative instruments associated with its natural gas swaps offset by contractual escalation of capacity revenue.

        These decreases were partially offset by:

•

increased project income of $1.0 million at Piedmont due to a non-cash change in the fair value of the interest rate swaps related to the project's non-recourse construction financing; and

•

increased project income of $2.0 million at Pasco due to an unplanned replacement of gas turbine components and repairs during the comparable 2011 period.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Project income for 2011 decreased $6.0 million or 24% from 2010 primarily due to:

•

decreased project income of $14.9 million at Piedmont due to non-cash change in the fair value of the interest rate swaps related to the project's non-recourse construction financing;

•

decreased project income of $3.5 million at Orlando primarily due to the non-cash change in fair value of derivative instruments associated with its natural gas swaps as well as higher operations and maintenance expenses resulting from a planned major gas turbine overhaul; and

•

lower project income of $2.4 million at Pasco due to higher operations and maintenance expenses attributable to the unplanned replacement of gas turbine components and unplanned repairs on the generator and boiler during 2011.

        These decreases were partially offset by:

•

increased project income of $7.9 million at Lake primarily attributable to a decrease of $7.0 million related to the non-cash change in fair value of derivative instruments associated with its natural gas swaps as well as lower fuel expenses attributable to lower prices on natural gas swaps; and

•

increased project income of $6.7 million at Auburndale primarily attributable to $2.4 million increased revenue from annual contractual escalation of capacity payments, the decrease of $2.1 million related to the non-cash change in fair value of derivative instruments associated with its natural gas swaps as well as higher dispatch in 2011.

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Project income for 2010 decreased $12.6 million or 34% from 2009 primarily due to:

•

decreased project income of $6.3 million at Auburndale due to increase in charge associated with non-cash change in fair value of derivative instruments associated with its natural gas swaps; and

95

•

decreased project income of $13.1 million due to the absence of Mid-Georgia during 2010. The Mid-Georgia project was sold in the fourth quarter of 2009.

        These decreases were partially offset by:

•

increased project income of $3.4 million at Lake due to earnings favorable off-peak dispatch during the summer months as well as annual escalation of capacity payments; and

•

increased project income of $3.3 million at Piedmont due to non-cash change in the fair value of the interest rate swaps related to the project's non-recourse construction financing.

Northwest

        The following table summarizes project income for our Northwest segment for the periods indicated:

	Year ended December 31,							Three months ended March 31,
Northwest	2011			2010		2009		2012		2011
Project Income	$	(862	)	$	326	$	458	$	1,910	$	57

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Project income for the three months ended March 31, 2012 increased $1.8 million from the comparable 2011 period primarily due to:

•

project income of $0.8 million from the newly acquired Mamquam project;

•

project income of $0.6 million from the newly acquired Williams Lake project; and

•

project income of $0.6 million from the newly acquired Frederickson project.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Project income for 2011 decreased $1.2 million or 364% from 2010 primarily due to a $1.6 million project loss at Idaho Wind which became operational in 2011. This was offset by $0.4 million of project income from the newly acquired Frederickson project.

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Project income in the Northwest segment for the year ended December 31, 2010 did not change significantly from 2009.

Southwest

        The following table summarizes project income for our Southwest segment for the periods indicated:

	Year ended December 31,						Three months ended March 31,
Southwest	2011		2010		2009		2012		2011
Project Income	$	7,658	$	9,987	$	8,288	$	3,217	$	2,451

96

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Project income for the three months ended March 31, 2012 increased $0.8 million or 31% from the comparable 2011 period primarily due to:

•

project income of $3.3 million from the newly acquired Morris project.

        This increase was partially offset by:

•

decreased project income of $2.1 million at Gregory attributable to higher operations and maintenance costs due to a planned outage during the first quarter of 2012 that was longer than anticipated.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Project income for 2011 decreased $2.3 million or 23% from 2010 primarily due to:

•

decreased project income of $1.6 million at Gregory attributable to higher gas prices due to a favorable gas hedge that expired at the end of 2010;

•

decreased project income of $0.7 million at Badger due to lower capacity payments under a new one-year interim power purchase agreement beginning in April 2011; and

•

project loss of $1.6 million from the newly acquired Oxnard project.

        These decreases were partially offset by project income of $1.5 million from the newly acquired Manchief project.

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Project income for 2010 increased $1.7 million or 20% from 2009 primarily due to the absence of losses from the Stockton project. The Stockton project, which had $2.5 million in losses in 2009, was sold in the fourth quarter of 2009.

Un-allocated Corporate

        The following table summarizes the results of operations for the Un-allocated Corporate segment for the periods indicated:

	Year ended December 31,									Three months ended March 31,
	2011			2010			2009			2012			2011
Un-Allocated Corporate
Project loss	$	(2,454	)	$	(124	)	$	(267	)	$	(3,445	)	$	(495	)
Administration		38,108			16,149			26,028			7,833			4,054
Interest, net		25,998			11,701			55,698			22,036			3,968
Foreign exchange loss (gain)		13,838			(1,014	)		20,506			986			(658	)
Other (income) expense, net		—			(26	)		362			—			—
Total administrative and other expenses	$	77,944		$	26,810		$	102,594		$	30,855		$	7,364
Income tax expense (benefit)	$	(8,324	)	$	18,924		$	(15,693	)	$	(16,291	)	$	1,523

97

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Total administrative and other expenses for the three months ended March 31, 2012 increased $23.5 million or 319% from the comparable 2011 primarily due to:

•

increased administration expense of $3.8 million primarily due to the costs of administration subsequent to the acquisition of the Partnership;

•

increased interest expenses of $18.1 million primarily due to issuance of the Senior Notes in the fourth quarter of 2011 as well as debt assumed in our acquisition of the Partnership; and

•

increased foreign exchange loss of $1.6 million primarily due to a $12.6 million increase in unrealized loss on foreign exchange forward contracts and a $1.6 million decrease in unrealized losses in the revaluation of instruments denominated in Canadian dollars offset by a $9.4 million increase in realized gains on foreign exchange contract settlements. The U.S. dollar to Canadian dollar exchange rate decreased by 1.9% in the three months ended March 31, 2012 compared to a decrease of 2.5% in the comparable 2011 period.

        Income tax benefit for the three months ended March 31, 2012 was $16.3 million. The difference between the actual tax benefit and the expected income tax benefit, based on the Canadian enacted statutory rate of 25%, of $13.9 million for the three months ended March 31, 2012 is primarily due to taxable losses in higher state and local tax jurisdictions.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Total administrative and other expenses for 2011 increased $51.1 million or 191% from 2010 primarily due to:

•

increased administration expense of $21.7 million primarily due to costs incurred related to the acquisition of the Partnership;

•

increased interest expenses of $14.3 million primarily due to issuance of the Senior Notes in the fourth quarter of 2011 as well as debt assumed in our acquisition of the Partnership; and

•

increased foreign exchange loss of $14.9 million primarily due to a $17.8 million increase in unrealized losses on foreign exchange forward contracts and an $11.8 million increase in realized losses on foreign exchange contract settlements, offset by a $14.7 million unrealized gain in the revaluation of instruments denominated in Canadian dollars. The U.S. dollar to Canadian dollar exchange rate increased by 2.3% in 2011 compared to a decrease of 5.7% in 2010.

        Income tax benefit for 2011 was $8.3 million. The difference between the actual tax benefit of $8.3 million and the expected income tax benefit, based on the Canadian enacted statutory rate of 26.5%, of $11.7 million for the year ended December 31, 2011 is primarily due to a $9.4 million increase in the valuation allowance offset by a benefit of $5.6 million related to different tax rates for operating projects in the United States. The income tax expense for 2010 was $18.9 million. The difference between the actual tax expense of $18.9 million and the expected income tax expense, based on the Canadian enacted statutory rate of 28.5%, of $4.3 million for the year ended December 31, 2010 is primarily due to a $12.3 million increase in the valuation allowance and a $1.5 million additional tax expense related to different tax rates for operating projects in the United States.

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Total administrative and other expenses for 2010 decreased $75.8 million or 74% from 2009 primarily due to:

•

decreased management fees of $14.1 million due to a non-cash charge associated with the termination of the management agreements at the end of 2009. Effective December 31, 2009,

98

Atlantic Power Management, LLC no longer provides management and administrative services for our company; and

•

decreased interest expenses of $44.0 million due to extinguishment of the subordinated notes that were outstanding and converted to common stock at the end of 2009. In November 2009, we completed our common share conversion, which resulted in the extinguishment of Cdn$347.8 million ($327.7 million) principal value of 11% subordinated notes due 2016 that previously formed a part of each IPS.

•

These decreases were partially offset by increased foreign exchanges loss (gain) of $21.5 million due to a decrease in the exchange rate from U.S. dollar to Canadian dollar. The exchange rate decreased by 5.7% in 2010 compared to a decrease of 15.9% in 2009.

        Income tax expense for 2010 was $18.9 million. The difference between the actual tax expense of $18.9 million and the expected income tax expense, based on the Canadian enacted statutory rate of 28.5%, of $4.3 million for the year ended December 31, 2010 is primarily due to a $12.3 million increase in the valuation allowance and a $1.5 million additional tax expense related to different tax rates for operating projects in the United States. The income tax benefit for 2009 was $15.7 million. The difference between the actual tax benefit of $15.7 million and the expected income tax benefit, based on the Canadian enacted statutory rate of 30.0%, of $16.2 million for the year ended December 31, 2009 is primarily due to a $22.0 million increase in the valuation allowance offset by recording a $13.2 million deferred tax benefit related to the expected benefit of utilizing a portion of our Canadian net operating losses in 2010 and a $5.4 million additional tax benefit related to different tax rates for operating projects in the United States.

Supplementary Non-GAAP Financial Information

        The key measure we use to evaluate the results of our business is Cash Available for Distribution. Cash Available for Distribution is not a measure recognized under GAAP, does not have a standardized meaning prescribed by GAAP and therefore may not be comparable to similar measures presented by other issuers. We believe Cash Available for Distribution is a relevant supplemental measure of our ability to pay dividends to our shareholders. A reconciliation of net cash provided by operating activities to Cash Available for Distribution is set out below under "Cash Available for Distribution." Investors are cautioned that we may calculate this measure in a manner that is different from other companies.

        The primary factor influencing Cash Available for Distribution is cash distributions received from the projects. These distributions received are generally funded from Project Adjusted EBITDA generated by the projects, reduced by project-level debt service and capital expenditures, dividends paid on preferred shares of a subsidiary company and adjusted for changes in project-level working capital and cash reserves. Project Adjusted EBITDA is defined as project income plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. We use unaudited Project Adjusted EBITDA to provide comparative information about project performance without considering how projects are capitalized or whether they contain derivative contracts that are required to be recorded at fair value. A reconciliation of project income to Project Adjusted EBITDA is set out below by segment under "Project Adjusted EBITDA." Investors are cautioned that we may calculate this measure in a manner that is different from other companies.

99

Project Adjusted EBITDA (in thousands of U.S. dollars)

	Year ended December 31,									Three months ended March 31,
	2011			2010			2009			2012			2011
Project Adjusted EBITDA by segment
Northeast	$	59,299		$	36,030		$	32,435		$	42,398		$	7,488
Southeast		79,445			78,245			75,265			21,674			19,588
Northwest		11,363			736			822			13,439			866
Southwest		37,717			37,867			35,891			18,764			8,501
Un-allocated corporate		(2,546	)		(294	)		(234	)		(3,424	)		(450	)
Total		185,278			152,584			144,179			92,851			35,993
Reconciliation to project income
Depreciation and amortization		95,564			65,791			67,643			49,945			17,437
Interest expense, net		27,990			23,628			31,511			8,868			6,240
Change in the fair value of derivative instruments		25,334			17,643			5,047			58,422			(2,784	)
Other (income) expense		2,411			3,643			(8,437	)		266			231
Project income	$	33,979		$	41,879		$	48,415		$	(24,650	)	$	14,869

Northeast

        The following table summarizes project adjusted EBITDA for our Northeast segment for the periods indicated:

	Year ended December 31,						Three months ended March 31,
Northeast	2011		2010		2009		2012		2011
Project Adjusted EBITDA	$	59,299	$	36,030	$	32,435	$	42,398	$	7,488

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Project adjusted EBITDA for the three months ended March 31, 2012 increased $34.9 million or 466% from the comparable 2011 period primarily due to:

•

increased Project adjusted EBITDA of $3.5 million at Selkirk due to lower O&M costs and higher capacity revenue from the comparable 2011 period;

•

Project adjusted EBITDA of $9.0 million at the newly acquired Curtis Palmer project;

•

Project adjusted EBITDA of $5.4 million at the newly acquired Tunis project; and

•

Project adjusted EBITDA of $4.8 million at the newly acquired North Bay project.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Project adjusted EBITDA for 2011 increased $23.3 million or 65% from 2010 primarily due to:

•

increased EBITDA of $8.7 million at Cadillac which was acquired in December 2010;

•

increased EBITDA of $1.6 million at Selkirk attributable to higher energy and capacity revenues resulting from the recognition of previously deferred revenue;

100

•

EBITDA of $8.2 million at the newly acquired Curtis Palmer project;

•

EBITDA of $2.8 million at the newly acquired Tunis project; and

•

EBITDA of $1.9 million at the newly acquired North Bay project.

        These increases were partially offset by:

•

decreased EBITDA of $2.8 million at Chambers attributable to lower dispatch and increased operations and maintenance costs incurred in connection with a forced outage during July 2011 compared to 2010; and

•

decreased EBITDA of $1.9 million at Topsham which was sold during the second quarter of 2011 and generated no EBITDA during 2011.

        Year ended December 31, 2010 compared with Year ended December 31, 2009

•

Project adjusted EBITDA for 2010 increased $3.6 million or 11% from 2009 primarily due to increased EBITDA of $5.7 million at Chambers due to lower operations and maintenance costs in 2010 as compared to 2009, which had a planned steam turbine generator overhaul outage, as well as higher generation due to better market prices on the ACE PPA; offset by

•

decreased EBITDA of $2.6 million due to the absence of Rumford EBITDA as the project was sold in the fourth quarter of 2010 and generated no EBITDA during 2010.

Southeast

        The following table summarizes project adjusted EBITDA for our Southeast segment for the periods indicated:

	Year ended December 31,						Three months ended March 31,
Southeast	2011		2010		2009		2012		2011
Project Adjusted EBITDA	$	79,445	$	78,245	$	75,265	$	21,674	$	19,588

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Project adjusted EBITDA for the three months ended March 31, 2012 increased $2.1 million or 11% from the comparable 2011 period primarily due to:

•

a $2.0 million increase in Project adjusted EBITDA at Pasco, which had higher operations and maintenance expenses in the comparable 2011 period attributable to the unplanned replacement of gas turbine blades during a maintenance outage.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Project adjusted EBITDA for 2011 increased $1.2 million or 2% from 2010 primarily due to increased EBITDA of $4.0 million at Auburndale due to higher dispatch and increased capacity payments under contractual escalation of the PPA.

        This increase was partially offset by:

•

decreased EBITDA of $2.4 million at Pasco due to higher operations and maintenance expenses attributable to the unplanned replacement of gas turbine components and unplanned repairs on the generator and boiler during 2011; and

•

decreased EBITDA of $1.2 million at Orlando due to higher operations and maintenance expenses resulting from a planned major gas turbine overhaul.

101

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Project adjusted EBITDA for 2010 increased $3.0 million or 4% from 2009 primarily due to:

•

increased EBITDA of $6.1 million at Lake due to earnings from favorable off-peak dispatch during the summer months of 2010 and increased contractual capacity payments under the project's PPA; and

•

increased EBITDA of $1.4 million at Pasco primarily attributable to a maintenance outage during the year ended December 31, 2009.

        These increases were partially offset by:

•

decreased EBITDA of $1.0 million at Auburndale due to higher maintenance costs in 2010 and a longer scheduled down-time during a planned outage; and

•

decreased EBITDA of $2.5 million at Mid-Georgia. Mid-Georgia was sold in the fourth quarter of 2009.

Northwest

        The following table summarizes project adjusted EBITDA for our Northwest segment for the periods indicated:

	Year ended December 31,						Three months ended March 31,
Northwest	2011		2010		2009		2012		2011
Project Adjusted EBITDA	$	11,363	$	736	$	822	$	13,439	$	866

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Project adjusted EBITDA for the three months ended March 31, 2012 increased $12.6 million from the comparable 2011 period primarily due to:

•

increased Project adjusted EBITDA of $1.0 million at Idaho Wind which became fully operational late in the first quarter of 2011;

•

Project adjusted EBITDA of $6.4 million from newly acquired Williams Lake project; and

•

Project adjusted EBITDA of $3.1 million from newly acquired Frederickson project.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Project adjusted EBITDA for 2011 increased $10.6 million or greater than 100% from 2010 primarily due to:

•

increased EBITDA of $4.4 million at Idaho Wind which became operational in the first quarter of 2011;

•

EBITDA of $2.7 million from newly acquired Williams Lake project; and

•

EBITDA of $2.1 million from the newly acquired Frederickson project.

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Project adjusted EBITDA in the Northwest segment for the year ended December 31, 2010 did not change significantly from 2009.

102

Southwest

        The following table summarizes project adjusted EBITDA for our Southwest segment for the periods indicated:

	Year ended December 31,						Three months ended March 31,
Southwest	2011		2010		2009		2012		2011
Project Adjusted EBITDA	$	37,717	$	37,867	$	35,891	$	18,764	$	8,501

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Project adjusted EBITDA for the three months ended March 31, 2012 increased $10.3 million from the comparable 2011 period primarily due to:

•

Project adjusted EBITDA of $4.4 million from the newly acquired Manchief project;

•

Project Adjusted EBITDA of $4.0 million from the newly acquired Morris project; and

•

Project adjusted EBITDA of $2.4 million from the newly acquired Naval Station, Naval Training Center and North Island projects.

        These increases were partially offset by:

•

decreased Project adjusted EBITDA of $2.0 million at Gregory attributable to higher operations and maintenance costs due to a planned outage during the first quarter of 2012 that was longer than anticipated.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Project adjusted EBITDA for 2011 decreased less than 1% from 2010 primarily due to:

•

decreased EBITDA of $2.4 million at Badger Creek due to lower capacity payments under the new one year interim power purchase agreement beginning in April 2011; and

•

decreased EBITDA of $2.9 million at Gregory attributable to higher gas prices due to a favorable gas hedge that expired at the end of 2010.

        These decreases were partially offset by:

•

EBITDA of $3.6 million from the newly acquired Manchief project.

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Project adjusted EBITDA for 2010 increased $2.0 million or 6% from 2009 primarily due to:

•

increased EBITDA of $1.0 million at Stockton. In 2009, Stockton had an EBITDA loss of $1.0 million and was sold in the fourth quarter of 2009; and

•

increased EBITDA of $1.0 million at Path 15 due to lower operations and maintenance expenses.

103

Generation and Availability

	Year ended December 31,									Three months ended March 31,
	2011			2010			2009			2012			2011
Aggregate power generation (Net MWh)
Northeast		1,207,961			784,683			786,039			665,193			207,640
Southeast		1,770,800			1,935,649			1,848,751			459,272			430,325
Northwest		338,678			21,418			18,087			248,048			22,991
Southwest		877,338			643,811			819,354			580,392			158,385
Total		4,194,777			3,385,562			3,472,231			1,952,905			819,341
Weighted average availability
Northeast		93.0	%		92.6	%		87.9	%		98.6	%		80.5	%
Southeast		98.3	%		95.7	%		98.4	%		98.5	%		99.3	%
Northwest		99.7	%		98.8	%		99.8	%		93.2	%		97.7	%
Southwest		96.5	%		96.9	%		92.8	%		93.2	%		94.6	%
Total		96.5	%		95.3	%		95.1	%		96.3	%		93.8	%

Three months ended March 31, 2012 compared with three months ended March 31, 2011

        Aggregate power generation for the three months ended March 31, 2012 increased 138.4% from the comparable 2011 period primarily due to:

•

increased generation in the Northeast segment primarily due to 505,546 MWh from the newly acquired Partnership projects;

•

increased generation in the Southeast segment attributable to the Pasco project that had an unplanned outage in the first quarter of 2011;

•

increased generation in the Northwest segment primarily due to 193,785 MWh from the newly acquired Partnership projects as well as generation from Rockland which became operational in the first quarter of 2012; and

•

increased generation in the Southwest segment primarily due to 474,630 MWh from the newly acquired Partnership projects offset by decreased generation at Gregory due to a planned outage which lasted longer than anticipated.

        Weighted average availability for the three months ended March 31, 2012 increased 2.7% from the comparable 2011 period primarily due to:

•

increased availability in the Northeast segment primarily due to increases at Chambers and Selkirk that had planned outages in the comparable 2011 period.

        This increase was partially offset by:

•

decreased availability in the Northwest segment primarily due to a planned outage at Mamquam; and

•

decreased availability in the Southwest segment primarily due to the planned outage at Gregory.

Year ended December 31, 2011 compared with Year ended December 31, 2010

        Aggregate power generation for 2011 increased 23.9% from 2010 primarily due to:

•

increased generation in the Northeast segment primarily due to 314,211 MWh from newly acquired Partnership projects;

104

•

increased generation in the Northwest segment primarily due to 198,821 MWh from newly acquired Partnership projects as well as generation from Idaho Wind which became operational in the first quarter of 2011; and

•

increased generation in the Southwest segment primarily due to 340,498 MWh from newly acquired Partnership projects.

        These increases were partially offset by:

•

decreased generation in the Southeast segment attributable to the Lake project that dispatched during off-peak hours due to favorable market conditions in 2010 and not in 2011 as well as scheduled major maintenance at the Orlando project during 2011.

Year ended December 31, 2010 compared with Year ended December 31, 2009

        Aggregate power generation for 2010 decreased 2.5% from 2009 primarily due to:

•

decreased generation in the Southwest segment from the absence of the Stockton project which was sold in 2009.

        This decrease was partially offset by:

•

increased generation in the Southeast segment due primarily to increased generation at Lake associated with dispatch during off-peak hours due to favorable market conditions.

Consolidated Cash Flows

        At March 31, 2012, cash and cash equivalents increased $46.0 million from December 31, 2011 to $106.6 million. The increase in cash and cash equivalents was primarily due to $66.4 million provided by operating activities and $150.1 million of cash provided by financing activities, offset by and $170.6 million of cash used in investing activities.

        At March 31, 2011, cash and cash equivalents decreased $17.2 million from December 31, 2010 to $28.3 million. The decrease in cash and cash equivalents was due to $18.1 million used in investing activities and $19.5 million used in financing activities offset by $20.3 million of cash provided by operating activities.

        At December 31, 2011, cash and cash equivalents increased $15.2 million from December 31, 2010 to $60.7 million. The increase in cash and cash equivalents was due to $55.9 million provided by operating activities and $641.2 million of cash provided by financing activities offset by $682.0 million of cash used for investing activities.

        At December 31, 2010, cash and cash equivalents decreased $4.4 million from December 31, 2009 to $45.5 million. The decrease in cash and cash equivalents was due to $147.0 million used in investing activities offset by $87.0 million provided by operating activities and $55.7 million of cash provided by financing activities.

	Year ended December 31,									Three months ended March 31,
	2011			2010			2009			2012			2011
Net cash provided by operating activities	$	55,935		$	86,953		$	50,449		$	66,492		$	20,347
Net cash (used in) provided by investing activities		(682,008	)		(146,997	)		24,958			(170,615	)		(18,115	)
Net cash (used in) provided by financing activities		641,227			55,691			(62,884	)		150,081			(19,471	)

105

Operating Activities

        Our cash flow from the projects may vary from year to year based on working capital requirements and the operating performance of the projects, as well as changes in prices under the PPAs, fuel supply and transportation agreements, steam sales agreements and other project contracts, changes in regulated transmission rates and the transition to market or re-contracted pricing following the expiration of PPAs. Project cash flows may have some seasonality and the pattern and frequency of distributions to us from the projects during the year can also vary, although such seasonal variances do not typically have a material impact on our business.

        Cash flows from operating activities increased by $46.1 million for the three months ended March 31, 2012 over the comparable period in 2011. The change from the prior year is primarily attributable to the increases in Project adjusted EBITDA noted above.

        Cash flow from operating activities decreased by $31.0 million for the year ended December 31, 2011 over the comparable period in 2010. The change from the prior year is primarily attributable to approximately $33.0 million in transaction expenses related to the Partnership acquisition during 2011 and the timing of the five Ontario projects in the Northeast segment November receivables received in early January of approximately $15.0 million. These decreases were offset by an increase of approximately $12.0 million of earnings and distributions from our equity investment projects.

        Cash flow from operating activities increased by $36.5 million for the year ended December 31, 2010 over the comparable period in 2009. The change from the prior year is primarily attributable to a significant decrease in cash interest expense as a result of our common share conversion in November 2009, which eliminated Cdn$347.8 million ($327.7 million) of outstanding subordinated notes, as well as higher net cash tax refunds of $8.0 million. The positive change in operating cash flow attributable to the reduced interest expense was partially offset by a $5.8 million decrease in distributions from our Orlando project and no distributions in 2010 from our Selkirk project, both of which are equity method investments. The decrease in distributions from Orlando was the result of a one-time receipt of insurance proceeds in 2009 related to an unplanned outage that occurred in 2008.

Investing Activities

        Cash flow from investing activities includes changes in restricted cash. Restricted cash fluctuates from period to period in part because non-recourse project-level financing arrangements typically require all operating cash flow from the project to be deposited in restricted accounts and then released at the time that principal payments are made and project-level debt service coverage ratios are met. As a result, the timing of principal payments on project-level debt causes significant fluctuations in restricted cash balances, which typically benefits investing cash flow in the second and fourth quarters of the year and decreases investing cash flow in the first and third quarters of the year.

        Cash flows used in investing activities for the three months ended March 31, 2012 were $170.6 million compared to cash flows used in investing activities of $18.1 million for the comparable 2011 period. The change is primarily attributable to $163.4 million of construction in progress related to the Piedmont and Canadian Hills projects.

        Cash flows used in investing activities for the year ended December 31, 2011 were $682.0 million compared to cash flows used in investing activities of $147.0 million for the year ended December 31, 2010. The change is due to the $579.1 million cash paid for the Partnership acquisition net of cash acquired. We also invested $118.1 million in 2011 for the construction-in-progress for our Piedmont biomass project.

        Cash flows used in investing activities for the year ended December 31, 2010 were $147.0 million compared to cash flows provided by investing activities of $25.0 million for the year ended December 31, 2009. We acquired a 27.6% equity interest in Idaho Wind for $38.9 million and

106

approximately $3.1 million in transaction costs. In addition, we loaned $22.8 million to Idaho Wind to temporarily fund a portion of construction costs at the project. We acquired 100% interest of Cadillac Renewable Energy for $36.6 million and assumed $43.1 million in non-recourse project-level debt. We invested $47.7 million for the construction-in-progress for our Piedmont biomass project.

Financing Activities

        Cash provided by financing activities for the three months ended March 31, 2012 resulted in a net inflow of $150.1 million compared with a $19.5 million outflow for the comparable 2011 period. The change is primarily due to $176.1 million of proceeds from the Canadian Hills construction loan, partially offset by an increase in dividend payments attributable to shares issued in connection with the acquisition of the Partnership and the dividend increase that was effective in November 2011.

        Cash provided by financing activities for the year ended December 31, 2011 resulted in a net inflow of $641.2 million compared to a net inflow of $55.7 million for the same period in 2010. The change from the prior year is primarily attributable to $438.0 million in net proceeds from our issuance of Senior Notes in November 2011 and $155.4 million in net proceeds from our equity offering in October 2011 to fund a portion of the cash portion of the Partnership acquisition. In 2011, we also received proceeds of $100.8 million of project-level debt related to our Piedmont biomass construction project and borrowed $58.0 million from our credit facility. This was offset by a $20.0 million increase in dividends paid.

        Cash provided by financing activities for the year ended December 31, 2010 resulted in a net inflow of $55.7 million compared to a net outflow of $62.9 million for the same period in 2009. The change from the prior year is primarily attributable to $72.8 million in net proceeds from our equity offering and $74.6 million in net proceeds from the issuance of convertible debentures, offset by a $40.0 million increase in dividends paid and a $6.1 million increase in project-level debt payments. We completed our common share conversion in November 2009. As a result, Cdn$347.8 million ($327.7 million) of subordinated notes were extinguished and our entire monthly distribution to shareholders is now paid in the form of a dividend as opposed to the monthly distribution being split between a subordinated notes interest payment and a common share dividend during the year ended December 31, 2009.

Cash Available for Distribution

        Prior to our conversion to a common share structure, holders of our IPSs received monthly cash distributions in the form of interest payments on subordinated notes and dividends on common shares. Subsequent to the conversion, holders of common shares received the same monthly cash distributions of Cdn$1.094 per year in the form of a dividend on the new common shares. The dividend was increased to Cdn$1.15 in November 2011.

        The payout ratio associated with the dividend was 55% and 114% for the three months ended March 31, 2012 and 2011, respectively. The payout ratio for the three months ended March 31, 2012 was positively impacted by an increase in working capital associated with the Ontario plants acquired in the Partnership acquisition as well as reducing our combined foreign currency forward positions as a result of the acquisition. Due to the timing of numerous working capital adjustments and the cash payments associated with our corporate level interest payments, our payout ratio will fluctuate from quarter to quarter. For example, the interest payments on the $460 million Senior Notes are due semi-annually (May and November) and will impact our payout ratios in the second and fourth quarters.

        The payout ratio was 105%, 100% and 88% for the years ended December 31, 2011, 2010 and 2009, respectively. The payout ratio of 105% for the year ended December 31, 2011 is close to the range we had expected prior to the acquisition of the Partnership and includes approximately two

107

months of combined results. The increase in the payout ratios from 2009 through 2011 was anticipated. We expect a material decline in the 2012 payout ratio due to a number of factors including:

•

a full year's impact of the Partnership acquisition;

•

increases in cash flow from our legacy portfolio of projects such as Selkirk whose project level debt will be repaid by mid-year 2012 and Chambers where we expect a resolution of the dispute with the host over electrical pricing;

•

a one-time realized gain from the termination of foreign currency forwards based on combined entities' aggregate position; and

•

the lower final termination payment from our prior management agreement with an Arclight affiliate.

        The table below presents our calculation of cash available for distribution for the years ended December 31, 2011, 2010 and 2009 and the three months ended March 31, 2012 and 2011:

	Year ended December 31,									Three months ended March 31,
(unaudited) (in thousands of U.S. dollars, except as otherwise stated)	2011			2010			2009			2012			2011
Cash flows from operating activities	$	55,935		$	86,953		$	50,449		$	66,492		$	20,347
Project-Level Debt repayments		(21,589	)		(18,882	)		(12,744	)		(2,725	)		(3,400	)
Interest on IPS portion of subordinated notes(1)		—			—			30,639			—			—
Purchases of property, plant and equipment(2)		(2,035	)		(2,549	)		(2,016	)		(716	)		(338	)
Transaction costs(3)		33,402			—			—			—			—
Dividends on preferred shares of a subsidiary company		(3,247	)		—			—			(3,239	)		—
Realized foreign currency losses on hedges associated with the Partnership transaction		16,492			—			—			—			—
Cash Available for Distribution(5)		78,958			65,522			66,328			59,812			16,609
Interest on subordinated notes		—			—			30,639			—			—
Dividends on common shares		86,357			65,648			27,988			32,780			18,992
Total dividends declared to shareholders	$	86,357		$	65,648		$	58,627		$	32,780		$	18,992
Payout ratio		109	%		100	%		88	%		55	%		114	%
Expressed in Cdn$
Cash Available for Distribution		78,149			67,540			75,673			59,882			16,407
Total dividends declared to shareholders		85,437			67,914			66,325			32,667			18,623

(1)

Prior to the common share conversion in November 2009, a portion of our monthly distribution to IPS holders was paid in the form of interest on the subordinated notes comprising a part of the IPSs. Subsequent to the conversion, the entire monthly cash distribution is paid in the form of a dividend on our common shares.

(2)

Excludes construction-in-progress costs related to our Piedmont biomass project and Canadian Hills wind project.

(3)

Represents costs incurred associated with the Partnership acquisition.

(4)

Represents realized foreign currency losses associated with foreign exchange forwards entered into in order to hedge a portion of the foreign currency exchange risks associated with the closing of the Partnership acquisition.

108

(5)

Cash Available for Distribution is not a recognized measure under GAAP and does not have any standardized meaning prescribed by GAAP. Therefore, this measure may not be comparable to similar measures presented by other companies. See "Supplementary Non-GAAP Financial Information" above.

Liquidity and Capital Resources

Overview

        Our primary source of liquidity is distributions from our projects and availability under our revolving credit facility. A significant portion of the cash received from project distributions is used to pay dividends to our shareholders and interest on our outstanding convertible debentures, Senior Notes and other corporate level debt. We may fund future acquisitions with a combination of cash on hand, the issuance of additional corporate debt or equity securities and the incurrence of privately placed bank or institutional non-recourse operating level debt.

        We believe that we will be able to generate sufficient amounts of cash and cash equivalents to maintain our operations and meet obligations as they become due.

        With the exception of our equity contribution of approximately $180 million towards the construction of the Canadian Hills project, we do not expect any material unusual requirements for cash outflows for 2012 for capital expenditures or other required investments. In addition, there are no debt instruments, other than the construction loan for Canadian Hills, with significant maturities or refinancing requirements in 2012. As discussed earlier, we expect to pay down the construction loan facility at Canadian hills with proceeds from our $180 equity investment and proceeds from tax equity investments from institutional investors.

Capital and Major Maintenance Expenditures

        Capital expenditures and maintenance expenses for the projects are generally paid at the project level using project cash flows and project reserves. Therefore, the distributions that we receive from the projects are made net of capital expenditures needed at the projects. The operating projects which we own consist of large capital assets that have established commercial operations. Ongoing capital expenditures for assets of this nature are generally not significant because most major expenditures relate to planned repairs and maintenance and are expensed when incurred.

        We expect to reinvest approximately $30 million in 2012 in our project portfolio in the form of capital expenditures and major maintenance expenses. As explained above, this investment is generally paid at the project level. One of the benefits of our diverse fleet is that plant overhauls and other major expenditures do not occur in the same year for each facility. Recognized industry guidelines and original equipment manufacturer recommendations allow us to predict major maintenance events and balance the funds necessary for these expenditures over time. Future capital expenditures and major maintenance expenses may exceed the level in 2012 as a result of the timing of more infrequent events such as steam turbine overhauls, and gas turbine and hydroelectric turbine upgrades.

        In 2012, several of our projects will conduct scheduled outages to complete major maintenance work. The level of maintenance and capital expenditures for our legacy portfolio of projects will be consistent with prior years. However, overall maintenance and capital expenditures will be higher than in 2011 due to our acquisition of the Partnership project portfolio. During the first quarter of 2012 the level of maintenance expense was substantial, including outage related work performed at the Chambers, Gregory, Kapuskasing and Nipigon facilities, and capital expenditures were minimal which is customary.

        In all cases, maintenance outages occurred at such times that did not adversely impact the facilities' availability requirements under their respective PPAs.

109

        In the first quarter of 2012, we incurred approximately $8.1 million in capital expenditures for the construction of our Piedmont biomass project. In 2012, we expect to incur a total of approximately $35.2 million in capital expenditures related to the Piedmont project, with total project costs through expected completion in late 2012 of approximately $207.0 million.

        In the first quarter of 2012, we also incurred $154.8 million in capital expenditures for the construction of our Canadian Hills Wind project. We expect to incur approximately $470 million in total construction costs with an expected completion in the fourth quarter of 2012.

Senior Credit Facility

        On November 4, 2011, we entered into an Amended and Restated Credit Agreement, pursuant to which we increased the capacity under our existing credit facility from $100.0 million to $300.0 million on a senior secured basis, $200.0 million of which may be utilized for letters of credit. Borrowings under the facility are available in U.S. dollars and Canadian dollars and bear interest at a variable rate equal to the U.S. Prime Rate, the London Interbank Offered Rate, or the Canadian Prime Rate, as applicable plus an applicable margin of between 0.75% and 3.00% that varies based on our corporate credit rating. The credit facility matures on November 4, 2015.

        The credit facility contains representations, warranties, terms and conditions customary for credit facilities of this type. We must meet certain financial covenants under the terms of the credit facility, which are generally based on ratios of debt to EBITDA and EBITDA to interest. The credit facility is secured by pledges of certain assets and interests in certain subsidiaries. We expect to remain in compliance with the covenants of the credit facility for at least the next 12 months.

        As of May 2, 2012, $50.0 million has been drawn under the credit facility and the applicable margin was 2.75%. As of May 2, 2012, $139.1 million was issued in letters of credit, but not drawn, to support contractual credit requirements at several of our projects, which include the newly acquired projects from the Partnership acquisition.

Notes of Atlantic Power Corporation

        On November 4, 2011, we completed a private placement of US$460.0 million aggregate principal amount of 9.0% senior notes due 2018 to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The notes were issued at an issue price of 97.471% of the face amount of the notes for aggregate gross proceeds to us of $448.0 million. The notes are senior unsecured obligations, guaranteed by certain of our subsidiaries.

Notes of the Partnership

        The Partnership, a wholly-owned subsidiary acquired on November 5, 2011, has outstanding Cdn$210.0 million ($210.5 million at March 31, 2012) aggregate principal amount of 5.95% senior unsecured notes, due June 2036 (the "Partnership Notes"). Interest on the Partnership Notes is payable semi-annually at 5.95%. Pursuant to the terms of the Partnership Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership. The Partnership Notes are guaranteed by Atlantic Power Preferred Equity Ltd., an indirect, wholly-owned subsidiary acquired in connection with the acquisition of the Partnership.

Notes of Atlantic Power (US) GP

        Atlantic Power (US) GP, an indirect, wholly-owned subsidiary acquired in connection with the acquisition of the Partnership, has outstanding $150.0 million aggregate principal amount of 5.87%

110

senior guaranteed notes, Series A, due August 2017 (the "Series A Notes"). Interest on the Series A Notes is payable semi-annually at 5.87%. Atlantic Power (US) GP has also outstanding $75.0 million aggregate principal amount of 5.97% senior guaranteed notes, Series B, due August 2019 (the "Series B Notes"). Interest on the Series B Notes is payable semi-annually at 5.97%. Pursuant to the terms of the Series A Notes and the Series B Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership and Atlantic Power (US) GP. The Series A Notes and the Series B Notes are guaranteed by the Partnership and by Curtis Palmer LLC.

Notes of Curtis Palmer LLC

        Curtis Palmer LLC has outstanding $190.0 million aggregate principal amount of 5.90% senior unsecured notes, due July 2014 (the "Curtis Palmer Notes"). Interest on the Curtis Palmer Notes is payable semi-annually at 5.90%. Pursuant to the terms of the Curtis Palmer Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership. The Curtis Palmer Notes are guaranteed by the Partnership.

Convertible Debentures

        In October 2006, we issued, in a public offering, Cdn$60 million aggregate principal amount of 6.50% convertible secured debentures, which we refer to as the 2006 Debentures, for gross proceeds of $52.8 million. The 2006 Debentures pay interest semi-annually on April 30 and October 31 of each year. The 2006 Debentures have a maturity date of October 31, 2014 and are convertible into approximately 80.6452 common shares per Cdn$1,000 principal amount of 2006 Debentures, at any time, at the option of the holder, representing a conversion price of Cdn$12.40 per common share. The 2006 Debentures are secured by a subordinated pledge of our interest in certain subsidiaries and contain certain restrictive covenants. Through May, 2012, Cdn$15.1 million of the 2006 Debentures were converted to 1.1 million common shares. There were no conversions during 2012. As of May 2, 2012 the 2006 Debentures balance is Cdn$44.9 million ($45.5 million).

        In December 2009, we issued, in a public offering, Cdn$86.25 million aggregate principal amount of 6.25% convertible unsecured subordinated debentures, which we refer to as the 2009 Debentures, for gross proceeds of $82.1 million. The 2009 Debentures pay interest semi-annually on March 15 and September 15 of each year beginning September 15, 2010. The 2009 Debentures mature on March 15, 2017 and are convertible into approximately 76.9231 common shares per Cdn$1,000 principal amount of 2009 Debentures, at any time, at the option of the holder, representing a conversion price of Cdn$13.00 per common share. Through May 2, 2012, Cdn$18.8 million of the 2009 Debentures were converted to 1.4 million common shares. There were no conversions during 2012. As of May 2, 2012 the 2009 Debentures balance is Cdn$67.4 million ($68.4 million).

        In October 2010, we issued, in a public offering, Cdn$80.5 million aggregate principal amount of 5.60% convertible unsecured subordinated debentures, which we refer to as the 2010 Debentures, for gross proceeds of $78.9 million. The 2010 Debentures pay interest semi-annually on June 30 and December 30 of each year beginning June 30, 2011. The 2010 Debentures mature on June 30, 2017, unless earlier redeemed. The debentures are convertible into our common shares at an initial conversion rate of 55.2486 common shares per Cdn$1,000 principal amount of debentures, representing an initial conversion price of approximately Cdn$18.10 per common share. As of May 2, 2012 the 2010 Debentures balance is Cdn$80.5 million ($81.6 million).

111

Preferred Shares Issued by a Subsidiary Company

        In 2007, a subsidiary acquired in our acquisition of the Partnership issued 5.0 million 4.85% Cumulative Redeemable Preferred Shares, Series 1 (the Series 1 Shares) priced at Cdn$25.00 per share. Cumulative dividends are payable on a quarterly basis at the annual rate of Cdn$1.2125 per share. On or after June 30, 2012, the Series 1 Shares are redeemable by the subsidiary company at Cdn$26.00 per share, declining by Cdn$0.25 each year to Cdn$25.00 per share on or after June 30, 2016, plus, in each case, an amount equal to all accrued and unpaid dividends thereon.

        In 2009, a subsidiary company acquired in our acquisition of the Partnership issued 4.0 million 7.0% Cumulative Rate Reset Preferred Shares, Series 2 (the Series 2 Shares) priced at Cdn$25.00 per share. The Series 2 Shares pay fixed cumulative dividends of Cdn$1.75 per share per annum, as and when declared, for the initial five-year period ending December 31, 2014. The dividend rate will reset on December 31, 2014 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 4.18%. On December 31, 2014 and on December 31 every five years thereafter, the Series 2 Shares are redeemable by the subsidiary company at Cdn$25.00 per share, plus an amount equal to all declared and unpaid dividends thereon to, but excluding the date fixed for redemption. The holders of the Series 2 Shares will have the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series 3 (the Series 3 Shares) of the subsidiary, subject to certain conditions, on December 31, 2014 and on December 31 of every fifth year thereafter. The holders of Series 3 Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the board of directors of the subsidiary, at a rate equal to the sum of the then 90-day Government of Canada Treasury bill rate and 4.18%.

        The Series 1 Shares, the Series 2 Shares and the Series 3 Shares are fully and unconditionally guaranteed by us and by the Partnership on a subordinated basis as to: (i) the payment of dividends, as and when declared; (ii) the payment of amounts due on a redemption for cash; and (iii) the payment of amounts due on the liquidation, dissolution or winding up of the subsidiary company. If, and for so long as, the declaration or payment of dividends on the Series 1 Shares, the Series 2 Shares or the Series 3 Shares is in arrears, the Partnership will not make any distributions on its limited partnership units and we will not pay any dividends on our common shares.

Project-Level Debt

        The following table summarizes the maturities of project-level debt. The amounts represent our share of the non-recourse project-level debt balances at March 31, 2012 and exclude any purchase accounting adjustments recorded to adjust the debt to its fair value at the time the project was acquired. Certain of the projects have more than one tranche of debt outstanding with different maturities, different interest rates and/or debt containing variable interest rates. Project-Level Debt agreements contain covenants that restrict the amount of cash distributed by the project if certain debt service coverage ratios are not attained. As of December 31, 2011, the covenants at the Selkirk, Gregory, Delta-Person and at Epsilon Power Partners are temporarily preventing those projects from making cash distributions to us. We expect to resume receiving distributions from Selkirk in 2012, Gregory and Delta-Person in 2014 and Epsilon Power Partners in 2013. All project-level debt is non-recourse to us and substantially the entire principal is amortized over the life of the projects' PPAs. The non-recourse holding company debt relating to our investment in Chambers is held at Epsilon Power Partners, our wholly-owned subsidiary. For the year ended December 31, 2012, we have contributed approximately $0.48 million to Epsilon Power Partners for debt service payments on the holding company debt but do not anticipate any additional required contributions to Epsilon. In February 2012 Chambers failed one of its debt covenants and subsequently received a waiver from the creditors on February 24, 2012.

112

        The range of interest rates presented represents the rates in effect at March 31, 2012. The amounts listed below are in thousands of U.S. dollars, except as otherwise stated.

	Range of Interest Rates		Total Remaining Principal Repayments		2012		2013		2014		2015		2016		Thereafter
Consolidated Projects:
Epsilon Power Partners		7.40%	$	34,608	$	1,125	$	3,000	$	5,000	$	5,750	$	6,000	$	13,733
Piedmont(1)		3.80% - 5.20%		108,863		—		55,357		4,789		4,772		3,690		40,255
Canadian Hills(2)		3.30%		176,149		176,149		—		—		—		—		—
Path 15		7.90% - 9.00%		145,880		8,667		9,402		8,065		8,749		9,487		101,510
Auburndale		5.10%		10,150		5,250		4,900		—		—		—		—
Cadillac		6.40% - 8.00%		39,631		1,800		2,400		2,000		3,891		2,500		27,040
Curtis Palmer(3)		5.90%		190,000		—		—		190,000		—		—		—
Total Consolidated Projects				705,281		192,991		75,059		209,854		23,162		21,677		182,538
Equity Method Projects:
Chambers		1.70% - 7.60%		61,127		9,200		10,783		5,780		5,213		5,447		24,704
Delta-Person		1.90%		8,883		703		1,300		1,394		1,495		1,604		2,387
Selkirk		9.00%		5,845		5,845		—		—		—		—		—
Gregory		2.40% - 7.70%		12,115		1,346		2,007		2,170		2,268		2,448		1,876
Rockland		6.40%		26,105		434		368		445		529		583		23,746
Idaho Wind		3.10% - 6.60%		50,365		1,529		2,198		2,364		2,554		2,511		39,209
Total Equity Method Projects				164,440		19,057		16,656		12,153		12,059		12,593		91,922
Total Project-Level Debt			$	869,721	$	212,048	$	91,715	$	222,007	$	35,221	$	34,270	$	274,460

(1)

As of March 31, 2012, the inception to date balance of $108.9 million on the Piedmont construction debt is funded by the related bridge loan of $51.0 million and $57.9 million funded by the construction loan that will convert to a term loan. The terms of the Piedmont project-level debt financing include a $51.0 million bridge loan for approximately 95.0% of the stimulus grant expected to be received from the U.S. Treasury 60 days after the start of commercial operations, and an $82.0 million construction term loan. The $51.0 million bridge loan will be repaid in early 2013 and repayment of the expected $82.0 million term loan will commence in 2013.

(2)

Canadian Hills debt outstanding is funded by a $290.0 million construction loan. The facility is expected to be repaid in late 2012 by the tax equity funding.

(3)

The Curtis Palmer Notes are not considered non-recourse project-level debt and these notes are guaranteed by the Partnership.

Restricted Cash

        The projects with project-level debt generally have reserve requirements to support payments for major maintenance costs and project-level debt service. For projects that are consolidated, our share of these amounts is reflected as restricted cash on the consolidated balance sheet. At March 31, 2012, restricted cash at the consolidated projects totaled $27.8 million.

113

Contractual Obligations and Commercial Commitments

        The following table summarizes our contractual obligations as of December 31, 2011 (in thousands of U.S. dollars):

	Less than 1 year		1 - 3 Years		3 - 5 Years		Thereafter		Total
Long-term debt including estimated interest(1)	$	192,911	$	655,128	$	1,085,009	$	652,485	$	2,585,533
Operating leases		1,149		1,965		1,037		907		5,058
Operations and maintenance commitments		5,592		3,790		772		2,541		12,695
Fuel purchase and transportation obligations		67,712		189,966		80,961		51,777		390,416
Construction obligations		22,618		—		—		—		22,618
Interconnection obligations		3,510		8,455		7,831		14,413		34,209
Other liabilities		3,118		3,118		2,700		898		9,834
Total contractual obligations		296,610		862,422		1,178,310		723,021		3,060,363

(1)

Debt represents our consolidated share of project long-term debt and corporate-level debt. The amount presented excludes the net unamortized purchase price adjustment of $10.6 million related to the fair value of debt assumed in the Path 15 acquisition. Project debt is non-recourse to us and is generally amortized during the term of the respective revenue generating contracts of the projects. The range of interest rates on long-term consolidated project debt at December 31, 2011 was 3.80% to 9.00%.

(2)

The natural gas transportation contracts are based on estimates subject to changes in regulated rates for transportation and have expiry terms ranging from 2012 to 2017.

Off-Balance Sheet Arrangements

        As of March 31, 2012, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

114

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices, will affect our cash flows or the value of our holdings of financial instruments. The objective of market risk management is to minimize the impact that market risks have on our cash flows as described in the following paragraphs.

        Our market risk-sensitive instruments and positions have been determined to be "other than trading." Our exposure to market risk as discussed below includes forward-looking statements and represents an estimate of possible changes in fair value or future earnings that would occur assuming hypothetical future movements in fuel commodity prices, currency exchange rates or interest rates. Our views on market risk are not necessarily indicative of actual results that may occur and do not represent the maximum possible gains and losses that may occur, since actual gains and losses will differ from those estimated based on actual fluctuations in fuel commodity prices, currency exchange rates or interest rates and the timing of transactions.

Fuel Commodity Market Risk

        Our current and future cash flows are impacted by changes in electricity, natural gas and coal prices. The combination of long-term energy sales and fuel purchase agreements is generally designed to mitigate the impacts to cash flows of changes in commodity prices by passing through changes in fuel prices to the buyer of the energy.

        The Tunis project is exposed to changes in natural gas prices under a combination of spot purchases and short-term contracts expiring in 2014. In 2012, projected cash distributions at Tunis would change by approximately $2.8 million per $1.00/Mmbtu change in the price of natural gas based on the current level of natural gas volumes used by the project.

        The operating margin at our 50% owned Orlando project is exposed to changes in natural gas prices following the expiration of its fuel contract at the end of 2013. In the third quarter of 2010, we entered into natural gas swaps in order to effectively fix the price of 1.2 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2014 and 2015. In the third quarter of 2011, we entered into additional natural gas swaps for 2014 and 2015 increasing the total to 2.0 million Mmbtu or approximately 40% of our share of expected natural gas purchases for that period. We also entered into natural gas swaps to effectively fix the price of 1.3 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2016 and 2017.

        We expect cash distributions from Orlando to increase significantly following the expiration of the project's gas contract at the end of 2013 because both projected natural gas prices at that time and the prices in the natural gas swaps we have executed are lower than the price of natural gas being purchased under the project's gas contract.

        The Lake project's operating margin is exposed to changes in the market price of natural gas from the expiration of its natural gas supply contract on June 30, 2009 through the expiration of its PPA on July 31, 2013 not passed through in their PPAs. The Auburndale project purchases natural gas under a fuel supply agreement which provides approximately 80% of the project's fuel requirements at fixed prices through June 30, 2012. The remaining 20% is purchased at market prices and therefore the project is exposed to changes in natural gas prices for that portion of its gas requirements through the termination of the fuel supply agreement and 100% of its natural gas requirements from the expiration of the fuel contract in mid-2012 until the termination of its PPA at the end of 2013.

        In 2012, projected cash distributions at Lake would change by approximately $0.8 million per $1.00/Mmbtu change in the price of natural gas based on the current level of un-hedged natural gas

115

volumes at the project. In 2012, projected cash distributions at Auburndale would change by approximately $0.4 million per $1.00/Mmbtu change in the price of natural gas based on the current level of un-hedged natural gas volumes at the project.

        Coal prices used in the energy revenue component of the projected distributions from the Lake and Auburndale projects incorporate a forecast of the applicable Crystal River facility coal cost provided by the utility based on their internal projections. The projected annual cash distributions from Lake and Auburndale combined would change by approximately $2.4 million for every $0.25/Mmbtu change in the projected price of coal.

        The following table summarizes the hedge position related to natural gas needed to meet PPA requirements at Lake and Auburndale as of March 31, 2012 and May 2, 2012:

	2012			2013
Portion of gas volumes currently hedged:
Lake:
Contracted		—			—
Financially hedged		90	%		83	%
Total		90	%		83	%
Auburndale:
Contracted		32	%		—
Financially hedged		32	%		79	%
Total		64	%		79	%
Average price of financially hedged volumes (per Mmbtu)
Lake	$	6.90		$	6.63
Auburndale	$	6.53		$	6.92

Foreign Currency Exchange Risk

        We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates, as many of our projects generate cash flow in U.S. dollars but we pay dividends to shareholders and interest on corporate-level long-term debt and on convertible debentures predominantly in Canadian dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the long-term sustainability of dividends to shareholders. We have executed this strategy utilizing cash flows from our projects that generate Canadian dollars and by entering into forward contracts to purchase Canadian dollars at a fixed rate to hedge approximately 85% of our expected dividend, long-term debt and convertible debenture interest payments through 2015. Changes in the fair value of the forward contracts partially offset foreign exchange gain or losses on the U.S. dollar equivalent of our Canadian dollar obligations. At March 31, 2012, the forward contracts consist of (1) monthly purchases through the end of 2013 of Cdn$6.0 million at an exchange rate of Cdn$1.134 per U.S. dollar and (2) contracts assumed in our acquisition of the Partnership with various expiration dates through December 2015 to purchase a total of Cdn$123.0 million at an average exchange rate of Cdn$1.127 per U.S. dollar. It is our intention to periodically consider extending or terminating the length of these forward contracts.

        On January 4, 2012, we terminated various foreign currency forward contracts with expiration dates through December 2013 assumed in our acquisition of the Partnership resulting in a realized gain of $9.6 million. On May 1, 2012, we terminated additional currency forward contracts that resulted in a $1.1 million realized gain being recorded in the quarter ended June 30, 2012.

        The foreign exchange forward contracts are recorded at estimated fair value based on quoted market prices and the estimation of the counter-party's credit risk. Changes in the fair value of the

116

foreign currency forward contracts are recorded in foreign exchange (gain) loss in the consolidated statements of operations.

        The following table contains the components of recorded foreign exchange (gain) loss for the three months ended March 31, 2012 and 2011:

	Three months ended March 31
	2012			2011
Unrealized foreign exchange (gain) loss:
Convertible debentures	$	3,706		$	5,314
Forward contracts and other		9,210			(3,436	)
		12,916			1,878
Realized foreign exchange loss (gains) on forward contract settlements		(11,930	)		(2,536	)
	$	986		$	(658	)

        The following table illustrates the impact on the fair value of our financial instruments of a 10% hypothetical change in the value of the U.S. dollar compared to the Canadian dollar as of March 31, 2012:

Canadian dollar denominated debt, at carrying value	$	(19,327	)
Foreign currency forward contracts	$	25,170

Interest Rate Risk

        Changes in interest rates do not have a significant impact on cash payments that are required on our debt instruments as approximately 83% of our debt, including our share of the project-level debt associated with equity investments in affiliates, either bears interest at fixed rates or is financially hedged through the use of interest rate swaps.

        We have executed an interest rate swap at our consolidated Auburndale project to economically fix a portion of its exposure to changes in interest rates related to the variable-rate debt. The interest rate swap agreement was designated as a cash flow hedge of the forecasted interest payments under the project-level Auburndale debt. The interest rate swap was executed in November 2009 and expires on November 30, 2013.

        We have an interest rate swap at our consolidated Cadillac project to economically fix a portion of its exposure to changes in interest rates related to the variable-rate debt. The interest rate swap agreement was designated as a cash flow hedge of the forecasted interest payments under the project-level Cadillac debt. The interest rate swap expires on June 30, 2025.

        We executed two interest rate swaps at our consolidated Piedmont project to economically fix its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreements are not designated as hedges and changes in their fair market value are recorded in the statements of operations. The interest rate swaps were executed on October 21, 2010 and November 2, 2010 and expire on February 29, 2016 and November 30, 2030, respectively.

        In accounting for cash flow hedges, gains and losses on the derivative contracts are reported in other comprehensive income, but only to the extent that the gains and losses from the change in value of the derivative contracts can later offset the loss or gain from the change in value of the hedged future cash flows during the period in which the hedged cash flows affect net income. That is, for cash flow hedges, all effective components of the derivative contracts' gains and losses are recorded in other

117

comprehensive income (loss), pending occurrence of the expected transaction. Other comprehensive income (loss) consists of those financial items that are included in "Accumulated other comprehensive loss" in our accompanying consolidated balance sheets but not included in our net income. Thus, in highly effective cash flow hedges, where there is no ineffectiveness, other comprehensive income changes by exactly as much as the derivative contracts and there is no impact on earnings until the expected transaction occurs.

        After considering the impact of interest rate swaps, a hypothetical change in the average interest rate of 100 basis points would change annual interest costs, including interest at equity investments, by approximately $3.4 million.

118

MANAGEMENT AND BOARD OF DIRECTORS

        This section reflects information with respect to the directors and executive officers of Atlantic Power.

        The following table sets forth the names, ages and positions of the persons who serve as the directors of Atlantic Power.

Name	Age		Positions
Irving Gerstein		71	Director
Kenneth Hartwick		49	Director
John McNeil(1)		70	Director
R. Foster Duncan		58	Director
Holli Ladhani		41	Director
Barry Welch		54	Director, President and Chief Executive Officer

        Irving R. Gerstein, C.M., O.Ont:    The Honourable Irving R. Gerstein has been a Director since October 2004. Senator Gerstein is a Member of the Order of Canada and a Member of the Order of Ontario, and was appointed to the Senate of Canada in December 2008. He is a retired executive, and is currently a director of Medical Facilities Corporation and Student Transportation Inc., and previously served as a director of other public companies including Economic Investment Trust Limited, CTV Inc., Traders Group Limited, Guaranty Trust Company of Canada, Confederation Life Insurance Company and Scott's Hospitality Inc., and as an officer and director of Peoples Jewellers Limited. Senator Gerstein is an honorary director of Mount Sinai Hospital (Toronto), having previously served as Chairman of the Board, Chairman Emeritus and a director over a period of 25 years, and is currently a member of its Research Committee. Senator Gerstein earned his BSc in Economics from the University of Pennsylvania (Wharton School of Finance and Commerce). Mr. Gerstein's substantial experience on the boards of numerous other public companies and his prior experience as an executive of a substantial public company make him a valued advisor and highly qualified to serve as chairman of our Board of Directors and as chairman of our Nominating and Corporate Governance Committee.

        Ken Hartwick, C.A.:    Mr. Hartwick has been a Director since October 2004. Ken Hartwick has over 13 years of management experience in the energy sector, and more than 20 years' experience in the financial sector. Mr. Hartwick's experience in the energy industry spans several markets having played an integral role as an executive officer for Just Energy Group Inc. since April 2004, helping launch their businesses in Alberta, British Columbia, Indiana, Texas, Georgia, Manitoba, Ontario, Québec, Saskatchewan, California, Illinois, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio and Pennsylvania. He currently serves as the President and CEO for, and is a director on the board of Just Energy, an integrated retailer of commodity products. Mr. Hartwick has served as President and CEO for Just Energy Group Inc. since June 2008, as President from 2006 until June 2008, and as Chief Financial Officer from April 2004 to 2006. Mr. Hartwick understands the issues facing the electricity industry through his previous role as Chief Financial Officer of one of the largest distribution companies in North America, Hydro One Inc., where he gained increasing executive-level responsibility throughout his career, and provided strategic direction as Ontario transitions towards a competitive energy marketplace. Mr. Hartwick earned his Honours of Business Administration from Trent University, Peterborough, Ontario. Mr. Hartwick's substantial experience in the energy industry and financial sector make him a valued advisor and highly qualified to serve as a member of our Board of Directors and as chairman of our Audit and Compensation Committees.

        John McNeil:    Mr. McNeil has been a Director since October 2004. Mr. McNeil is President of BDR NorthAmerica Inc., an energy consulting company based in Toronto, Ontario. Prior to his appointment at BDR NorthAmerica Inc. in 2000, Mr. McNeil was Managing Director Investment Banking with Scotia Capital Inc. from 1996 to 1999. Previously, he was a Senior Vice-President and

119

Director of Scotia McLeod Inc. from 1991 to 1995. Mr. McNeil has extensive expertise in the areas of asset management models, capitalization, mergers and acquisitions, business and enterprise valuations, capital markets and market ratings and has worked extensively throughout North America and Europe. Mr. McNeil specializes in the electric power sector and his major focus in recent years has been in the field of corporate and enterprise unbundling and reconstitution resulting from the restructuring of the electricity sector in North America. Mr. McNeil earned a B.A. (Honors) from Queens University, a Bachelor of Laws from the University of Toronto and a Master of Business Administration from the University of British Columbia. Mr. McNeil's extensive experience in the financial and capital markets sectors, as well as his expertise in the electric power sector, make him a valued advisor and highly qualified to serve as a member of our Board of Directors.

        R. Foster Duncan:    Mr. Duncan has been a Director of Atlantic Power since June 2010. He has more than 30 years of senior corporate, investment banking, and private equity experience. Mr. Duncan joined SAIL Capital Partners, LLC in April 2011 as Managing Partner of SAIL Sustainable Partners, LLC. Prior to joining SAIL, he was a Managing Director at Advantage Capital Partners with senior management responsibility for the firm's energy related portfolio. From 2005 through 2009, Mr. Duncan was Managing Member of KD Capital L.L.C., an affiliate of Kohlberg Kravis Roberts & Co. ("KKR"), which he and KKR formed. Mr. Duncan was located in KKR's offices and worked exclusively with KKR and its portfolio companies in connection with creating value and investing in the energy, utility, natural resources, and infrastructure sectors. Previously, Mr. Duncan was Executive Vice President and CFO of Cinergy Corp., Chairman of Cinergy's Investment Committee and CEO and President of Cinergy's Commercial Business Unit. Mr. Duncan is active with the Edison Electric Institute, serves as a member of the Wall Street Advisory Group, and is the past Chairman of the Finance Executive Advisory Committee. He has also held senior management positions at LG&E Energy Corp. and Freeport-McMoRan Copper & Gold and Howard, Weil, Labouisse, Friedrichs Inc. He graduated with Distinction from the University of Virginia and later received his MBA degree from the A.B. Freeman Graduate School of Business at Tulane University. Mr. Duncan is on the Board of Directors of Essential Power, LLC in Iselin, New Jersey, and Xtreme Power Inc. in Austin, Texas. He also serves on the Board of Advisors of GridPoint, Inc. in Arlington, Virginia. Mr. Duncan is active in a number of civic organizations including the Board of Directors of the Eye, Ear, Nose and Throat Hospital Foundation in New Orleans, the Board of Trustees of Cincinnati Country Day School and in Charlottesville, Virginia the National Advisory Board of the University of Virginia Jefferson Scholars Program. Mr. Duncan's extensive experience as a senior executive in the electric utility industry, as well as his experience in the private equity sector, make him a valued advisor and highly qualified to serve on our Board of Directors.

        Holli Ladhani:    Ms. Ladhani has been a Director of Atlantic Power since June, 2010. She currently serves as the Chief Financial Officer of Rockwater Energy Solutions. Houston-based Rockwater provides fluids management and environmental solutions to the energy industry in North America to uniquely address the special fluid and environmental-related challenges associates with modern day unconventional and conventional oil and gas resource development. Rockwater is controlled by SCF Partners, a private equity investor since 1989 that provides equity capital and strategic growth assistance to build energy service and equipment companies that operate throughout the world. Prior to joining SCF Partners in March, 2011, Ms. Ladhani served in a number of positions with Dynegy Inc., a provider of wholesale power, capacity and ancillary services in multiple regions of the United States, most recently as Executive Vice President and Chief Financial Officer. In November 2011, subsequent to Ms. Ladhani's departure, two Dynegy subsidiaries of which Ms. Ladhani had formerly been an officer filed for bankruptcy protection. Prior to joining Dynegy, Ms. Ladhani was a Senior Manager-Audit with PricewaterhouseCoopers LLP, where she supervised teams that provided audit services to large public companies in the oil and gas industry. A Certified Public Accountant, Ladhani received a bachelor's of science from Baylor University and a master's of business administration from Rice University. She serves on the board of His Grace Foundation, which supports

120

children who undergo bone marrow transplants. Ms. Ladhani's extensive experience as a senior executive in the independent power industry, as well as her financial and accounting background, make her a valued advisor and highly qualified to serve on our Board of Directors.

        Barry Welch:    Mr. Welch has been our President and Chief Executive Officer since October 2004 (until December 31, 2009, through the Manager) and a Director since June 2007. Prior to joining Atlantic Power, Mr. Welch was the Senior Vice President and co-head of the Bond & Corporate Finance Group of John Hancock Financial Services ("John Hancock"), Boston, Massachusetts, from 2000 to 2004. Mr. Welch served on several committees at John Hancock, including its Pension Investment Advisory Committee and Investment Operating Committee. Mr. Welch was Chairman of John Hancock's Bond Investment Committee and reported monthly on investment portfolio, strategy and activity to the Committee of Finance of John Hancock's board of directors. Mr. Welch also led the development and approval of John Hancock's involvement with ArcLight Capital Partners and served as a member of ArcLight Energy Partners Fund I's Investment Committee. During his time at John Hancock, Mr. Welch headed the Bond and Corporate Finance Group's Power and Energy investment team. From 1989 to 2004, he was involved directly or oversaw $25 billion of investments in more than 1,000 utility, project finance and oil and gas transactions. Prior to joining John Hancock, Mr. Welch spent more than three years as a developer of power projects at Thermo Electron Corporation's Energy Systems Division (later known as Thermo Ecotek). There, he was involved in greenfield development of natural gas, wood and waste-to-energy projects, as well as asset management roles for operating plants. Mr. Welch earned a Bachelors of Science in Mechanical and Aerospace Engineering from Princeton University, and a Masters of Business Administration from Boston College. Mr. Welch serves on the board of directors of the Walker Home and School in Needham, Massachusetts. Mr. Welch's extensive experience in energy investment and related activities in the financial sector, as well as his in-depth knowledge of our company through his position as President and Chief Executive Officer, make him highly qualified to serve as a member of our Board of Directors.

        The following table sets forth the names, ages and positions of Atlantic Power 's principal executive officer, interim principal financial officer, former principal financial officer, three other most highly compensated officer and non-officer employees, collectively referred to as the "named executive officers":

Name	Age		Position
Barry Welch		54	Director, President and Chief Executive Officer
Lisa Donahue		47	Interim Chief Financial Officer
Patrick Welch*		44	Former Chief Financial Officer
Paul Rapisarda		58	Executive Vice President—Commercial Development
William Daniels		53	Vice President—Operations East
John J. Hulburt		45	Corporate Controller

*

Patrick Welch resigned on June 10, 2011.

        Lisa Donahue:    Ms. Donahue has been our interim Chief Financial Officer since July 2011. Ms. Donahue is a Managing Director of AlixPartners, LLP and has been performing various consulting projects on behalf of AlixPartners for the last 13 years. Ms. Donahue has extensive experience working with independent power and other energy related companies.

        Paul Rapisarda:    Mr. Rapisarda joined Atlantic Power in 2008. He is currently Executive Vice President—Commercial Development, with primary responsibility for the company's operating portfolio, including asset management and commercial relationships, as well as its growth initiatives. Prior to joining Atlantic Power, Mr. Rapisarda spent more than 25 years working in energy, utility and

121

independent power investment banking. From 2001 to early 2008 he was a Principal with Compass Advisors, a boutique M&A advisory firm in New York, where he was involved in numerous strategic advisory, restructuring and principal transactions in the energy and power sectors. Prior to Compass Advisors, Mr. Rapisarda held senior positions at Schroders, Merrill Lynch and BT Securities. Prior to that he was a Managing Director and Co-Head, Utilities and Structured Finance, at Drexel Burnham Lambert. While at Drexel, he also worked with the firm's chief financial officer in making tax-oriented investments on the firm's behalf. Mr. Rapisarda worked on a broad range of capital markets and advisory transactions including substantial experience in cross-border and emerging markets. He earned his Bachelors degree from Amherst College and his MBA from Harvard Business School.

        William Daniels:    Mr. Daniels has been with Atlantic Power since March 2007. He is currently Vice President—Operations East. Mr. Daniels has 26 years of experience in oil and gas exploration, independent power development, project finance and asset management. Prior to joining Atlantic Power, from January 2006 to February 2007, Mr. Daniels was Director, Asset Management at American National Power. He has held various positions in asset management and project finance at Calpine Corp. (March 2001 to January 2006), Edison Mission Energy, Citizens Power, J. Makowski Company and the Toronto-Dominion Bank. Prior to receiving his MBA, he worked with Mitchell Energy Corp. as an exploration geologist. Mr. Daniels earned a Bachelor of Science degree in Geology from the University of Rochester, a Master of Science in Geology from the Ohio State University, and an MBA from Columbia University Business School.

        John J. Hulburt:    Mr. Hulburt has been the Corporate Controller of Atlantic Power since June 2008. Mr. Hulburt has 17 years of experience in the accounting industry. Before joining Atlantic Power, from February 2007 to June 2008, Mr. Hulburt was Controller of GreatPoint Energy, Inc. headquartered in Cambridge, Massachusetts. GreatPoint Energy is a technology-driven natural resources company and the developer of a proprietary, highly-efficient catalytic process, known as hydromethanation. Mr. Hulburt was responsible for all accounting, budgeting and financial reporting for GreatPoint Energy. Prior to that he was the Chief Financial Officer at Datawatch Corporation (December 2004 to January 2007) in Chelmsford, Massachusetts, and the Chief Financial Officer at Bruker Daltonics in Billerica, Massachusetts (April 2000 to June 2004). Datawatch and Bruker Daltonics were publicly listed Companies on the NASDAQ Exchange. He was responsible for all accounting, budgeting, SEC and financial reporting for Datawatch and Bruker Daltonics. Prior to Bruker Daltonics, Mr. Hulburt was an Audit Manager in the Hi-Technology and Manufacturing Practice of Ernst & Young LLP, where he served several major Hi-Tech and Manufacturing clients. He earned his Bachelor's degree from the Merrimack College and is a Certified Public Accountant.

122

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

        Until December 31, 2009, we were managed through a management services agreement with Atlantic Power Management, LLC, which is referred to herein as the "Manager," which was owned by two private equity funds managed by ArcLight Capital Partners, LLC. As such, we did not have any executive officers or other employees and all of the persons listed in this Information Circular and Proxy Statement as "named executive officers" were employed by the Manager. Effective December 31, 2009, the management services agreement was terminated and all of the employees of the Manager became our employees. In addition, Barry Welch, Patrick Welch and Paul Rapisarda entered into executive employment agreements with Atlantic Power in connection with the termination of the management services agreement.

        The following Compensation Discussion and Analysis ("CD&A") describes our compensation policies and practices as they relate to our executive officers identified in the Summary Compensation Table below (the "named executive officers").

2011 Achievements and Highlights

•

Acquired the Partnership on November 5, 2011 for a total enterprise value of approximately $1.8 billion, roughly doubling our enterprise value and market capitalization;

•

added 18 generation projects and increased our net generating capacity by 143% to 2,116 MW, significantly decreasing its dependence on any individual project's performance;

•

diversified our portfolio by adding plants in new regions of the United States and eight Canadian plants in Ontario and British Columbia and enhancing growth projects for those regions;

•

established Atlantic Power as the owner operator for approximately 50% of its projects;

•

retained 100% of Partnership's operations personnel, increasing our employee count to 277, and adding offices in Toronto, Vancouver, Chicago and San Diego;

•

acquired a 30% interest in Rockland Wind, an 80 MW wind farm in American Falls, Idaho in December 2011, bringing our total net generating capacity to 2,140 MW;

•

continued construction of 53MW Piedmont biomass facility on schedule and on budget;

•

met our guidance for cash generated by projects, exceeding the Board approved 2011 budget; and

•

substantially met the Board approved 2011 goals and objectives.

•

Aggregate power generation in MWh's for 2011 increased approximately 24% from the previous year primarily due to increased generation from the newly acquired Partnership projects. Weighted average availability of Atlantic Power's projects also increased by 1.3% to 96.5% for the year ended 2011 vs. 2010.

•

Project revenue was 46% higher than in 2010.

•

Cash available for distribution was 21% higher than in 2010.

123

Executive Compensation Objectives

        Compensation plays an important role in achieving short and long-term business objectives that ultimately drives business success in alignment with long-term shareholder goals. The objectives of our compensation program are to:

•

attract and retain highly qualified executive officers with a history of proven success;

•

align the interests of the executive officers with Shareholders' interests and with the execution of our business strategy;

•

establish performance goals that, if met by us, are expected to improve long-term shareholder value; and

•

tie compensation to performance with respect to those goals and provide meaningful rewards for achieving them.

        Our compensation program is designed to provide competitive rewards for services and incentive for its senior management team to implement both short-term and long-term strategies aimed at increasing shareholder value and aligning the interests of senior management with those of the Shareholders.

        Our compensation program has been established in order to compete with remuneration practices of companies similar to us and those which represent potential competition for our executive officers and other employees. In this respect, we identify remuneration practices and remuneration levels of companies that are likely to compete for its employees. In designing the compensation program, the Board of Directors focuses on remaining competitive in the market with respect to total compensation for each of the executive officers. However, the Board of Directors does review each element of compensation for market competitiveness and it may weigh a particular element more heavily based on the executive officer's role.

2011 Say on Pay Vote

        At our Annual Meeting of Shareholders held on June 24, 2011, 91.47% of the votes cast on the say-on-pay proposal regarding the executive compensation of our named executive officers identified in our 2011 Information Circular and Proxy Statement were voted in favor of the proposal. The Compensation Committee believes this strong level of support affirms Shareholders' support of our approach to executive compensation. The Compensation Committee will continue to consider the outcome of our annual 'say-on-pay' votes when making future compensation decision for the named executive officers.

Elements of Executive Compensation

        The compensation of each named executive officer includes a base salary, cash bonus and eligibility for awards under the long-term incentive plan. All compensation decisions for named executive officers are made by the Compensation Committee of the Board of Directors. The Compensation Committee periodically utilizes the services of Hugessen, an independent compensation consultant, to assist it in reviewing its compensation structure. Hugessen does not provide any other services to us.

Named Executive Officers in 2011

        Our named executive officers in 2011 include Barry E. Welch, our President and Chief Executive Officer, Paul H. Rapisarda, our Executive Vice President—Commercial Development, William B. Daniels, our Vice President—Operations East and John J. Hulburt, our Corporate Controller. We also

124

appointed Lisa Donahue to serve as interim Chief Financial Officer on July 12, 2011 as Patrick J. Welch, our former Chief Financial Officer, resigned on June 10, 2011.

Base salary

        The base salaries for the named executive officers for 2011 were based on a review by the Compensation Committee. This review is based on the level of responsibility, the experience level attained by the relevant named executive officer, competitive salaries for similar positions in the market, and his or her personal contribution to our operating and financial performance with a goal to ensure that the base salaries are appropriate and competitive. On the basis of this review by the Board of Directors, Barry Welch's salary was increased from $535,000 to $575,000, Patrick Welch's salary was increased from $259,500 to $310,000, and Paul Rapisarda's salary was increased from $257,500 to $310,000. Lisa Donahue, our interim Chief Financial Officer, serves as an Managing Director of AlixPartners, LLP, with whom we have entered into an agreement for management services relating to fees for Ms. Donahue's services. Accordingly, Ms. Donahue's compensation is not determined by the Compensation Committee.

        Barry Welch.    Prior to December 31, 2009, Barry Welch was the President and Chief Executive Officer of the Manager. Beginning in 2010, Mr. Welch became our President and Chief Executive Officer. For the year ended December 31, 2011, Mr. Welch received a base salary of $575,000 and an annual bonus of $700,000.

        Mr. Welch's base salary was historically established by the Manager, but reviewed by our independent directors as part of the annual approval of the Manager's budget, based on his responsibilities, his execution of our strategic business plan, whether it is appropriate and competitive relative to compensation of similar positions with competitive peer firms and changes to local cost of living. His salary was unchanged for 2010 and increased by $40,000 for 2011. For 2012, the Compensation Committee approved an increase in Mr. Welch's salary by $125,000 based on a review of peer company data following the Partnership acquisition as well as his accomplishments in achieving our goals and objectives and his critical role in executing our strategy.

        Patrick Welch.    Prior to December 31, 2009, Patrick Welch was the Chief Financial Officer and Corporate Secretary of the Manager. Beginning in 2010, Mr. Welch became our Chief Financial Officer and Corporate Secretary and he resigned from such office on June 10, 2011. For the portion of the year ended December 31, 2011 prior to his resignation, Mr. Welch received a base salary of $141,900 and an annual bonus of $260,000.

        Mr. Welch's base salary was historically established by the Manager, but reviewed by our independent directors based on his responsibilities, his role in execution of our strategic business plan and whether it is appropriate and competitive relative to compensation of similar positions with competitive peer firms and changes to local cost of living. Mr. Welch's salary was unchanged for 2010 and increased by $50,500 for 2011.

        Paul Rapisarda.    Prior to December 31, 2009, Paul Rapisarda was the Managing Director, Asset Management and Acquisitions of the Manager. Beginning in 2011, Mr. Rapisarda became our Executive Vice President—Commercial Development. For the year ended December 31, 2011, Mr. Rapisarda received a base salary of $310,000 and an annual bonus of $260,000.

        Mr. Rapisarda's base salary was historically established by the Manager, but reviewed by our independent directors based on his responsibilities, his role in execution of our strategic business plan and whether it is appropriate and competitive relative to compensation of similar positions with competitive peer firms and changes to local cost of living. His salary was unchanged in 2010 and was increased by $52,500 in 2011. For 2012, the Compensation Committee approved an increase in Mr. Rapisarda's salary by $115,000 based on a review of peer company data following the Partnership

125

acquisition as well as his accomplishments in achieving our goals and objectives and his critical role in executing our strategy.

        William Daniels.    Prior to December 31, 2009, William Daniels was the Director, Asset Management of the Manager. Beginning in 2011, Mr. Daniels became our Vice President—Operations East. For the year ended December 31, 2011, Mr. Daniels received a base salary of $190,000 and an annual bonus of $175,750. In March 2011, Mr. Daniels received a grant of 10,836 notional shares under the amended LTIP with an estimated total fair market value of $129,503 as at the date of grant.

        Mr. Daniels' base salary was historically established by the Manager, but reviewed by our independent directors based on his responsibilities, his role in execution of our strategic business plan and whether it is appropriate and competitive relative to compensation of similar positions with competitive peer firms and changes to local cost of living. His salary was unchanged for 2010 and was increased by $5,000 in 2011. Mr. Daniels base salary was increased by $5,000 for 2012.

        John Hulburt.    Prior to December 31, 2009, John Hulburt was the Corporate Controller of the Manager. Beginning in 2010, Mr. Hulburt became our Corporate Controller. For the year ended December 31, 2011, Mr. Hulburt received a base salary of $188,000 and an annual bonus of $90,000. In March 2011, Mr. Hulburt received a grant of 9,187 notional shares under the amended LTIP with an estimated total fair market value of $109,795 as at the date of grant.

        Mr. Hulburt's base salary was historically established by the Manager, but reviewed by our independent Directors based on his responsibilities, his role in execution of our strategic business plan and whether it is appropriate and competitive relative to compensation of similar positions with competitive peer firms and changes to local cost of living. His salary was increased by $5,000 in 2011. Mr. Hulburt's salary was increased by $4,500 for 2012.

Annual cash bonus (non-equity incentive plan compensation)

        Annual cash bonus awards for William Daniels and John Hulburt are discretionary, and generally based on whether or not duties have been performed well based on the relevant named executive officer's success in contributing to our operating and financial performance, including achieving annual goals and objectives approved by the Board. The annual goals and objectives are established at the company level and are broadly based on (i) company growth strategy through acquisitions and organic growth; (ii) operating performance of existing assets; (iii) accounting and finance; (iv) investor relations; and (v) risk management and administrative functions.

        In 2011, William Daniels made significant contributions to Atlantic Power achieving its goals and objectives pertaining to operating, safety and financial performance of existing projects as well as to the successful acquisition and integration of the Partnership. In 2011, John Hulburt made significant contributions to Atlantic Power achieving its goals and objectives pertaining to timely issuances of financial statements and other required disclosures and meeting Sarbanes Oxley 404 requirements for internal control over financial reporting with no significant deficiencies or material weaknesses identified in management or external audit testing.

        In the case of Barry Welch, Patrick Welch and Paul Rapisarda, for each of the three years 2009 through 2011 per the terms of their respective employment contracts there are three components: (i) pursuant to arrangements entered into at the time of the internalization of the Manager in December 2009, a portion of the annual cash bonus, identified as "Bonus" in the Summary Compensation Table on page 47, is fixed based on the average amount in 2007 and 2008 of the portion of their bonuses that were paid by the Manager and not reimbursed by us in such years; (ii) a second component is based on our total shareholder return compared to a group of our peer companies. For this portion, which is included in the column identified as "Non-equity incentive plan compensation" in the Summary Compensation Table on page 47, a scale establishes a minimum of zero and a maximum

126

of 110% of a target amount equal to $300,000, $130,000 and $130,000 for Barry Welch, Patrick Welch and Paul Rapisarda, respectively. Relative performance at greater than the 10^th percentile of the peer group is required to earn the minimum award and at greater than the 85^th percentile of the peer group in order to earn the maximum award; and (iii) a discretionary component from zero to a maximum of 20% of the target in (ii) above, which is also included in the column identified as "Non-equity incentive plan compensation" in the Summary Compensation Table on page 47, is based on the Board's assessment of the senior officers' performance in contributing to achievement of our approved goals and objectives. Specifically in 2011, the Directors based these assessments on for Barry Welch, his contributions to the achievement of goals related to our growth strategy, operating and financial performance, risk management and investor relations and for Paul Rapisarda, his contributions to the achievement of goals related to our growth strategy and operating performance of existing assets. In 2011, Barry Welch, Patrick Welch and Paul Rapisarda received for the portion of their bonus compensation based on 2010 relative total shareholder return 80% of their target amounts, and each also received the maximum 20% of such target based on the Board's assessment of the senior officers' performance.

        Total shareholder return refers to the rate of return that a shareholder would earn on an investment in common shares (or, prior to the conversion of IPSs to common shares, IPSs) assuming the investment was held for the entire year and that monthly dividends were reinvested. For 2011, the Compensation Committee included the following companies in the peer group (the "2011 Peer Group") for the purpose of determining our relative total shareholder return performance:

•

Boralex, Inc.;

•

Brookfield Renewable Power Fund;

•

Capital Power Income LP;

•

Northland Power Income Fund;

•

Macquarie Power and Infrastructure Income Fund;

•

Innergex Power Income Fund;

•

Algonquin Power & Utilities Corp.;

•

Maxim Power Corp.;

•

50 U.S.-listed master limited partnerships in the Alerian Index; and(1)

•

22 utilities in the S&P 400 Utility Index(1)

        In 2011, our total shareholder performance return ("TSR") of 6.6% was at the 43^rd percentile of our peer group, as calculated by IPREO.

        While this TSR would result in a 2012 TSR bonus of $150,000 for Barry Welch and $65,000 for Paul Rapisarda and a total 2012 bonus of $610,000 and $221,000, respectively for them, the Compensation Committee elected to exercise its discretion and recommend one-time additional bonus payments of $140,000 for Barry Welch and $79,000 for Paul Rapisarda. This was based on recognizing their achievements related to assessing, financing and closing the transformative acquisition and beginning the successful integration of the Partnership. The Compensation Committee took into account the value to Atlantic Power of the acquisition and the strong TSR performance after absorbing the impact of the issuance of substantial additional Common Shares in October and November in connection with the acquisition. The Compensation Committee also made one-time LTIP awards to Mr. Welch and Mr. Rapisarda of 15,000 and 12,000 notional shares on March 1, 2012, respectively.

(1)

In 2011, the Compensation Committee approved an expanded peer group to include the first eight in the group above as well as the companies included in the two indices.

127

        Annual cash bonus awards for William Daniels and John Hulburt are discretionary, and generally based on whether or not duties have been performed well based on the relevant named executive officer's success in contributing to our operating and financial performance, including achieving annual goals and objectives approved by the Board. The annual goals and objectives are established at the company level and are broadly based on (i) company growth strategy through acquisitions and organic growth; (ii) operating performance of existing assets; (iii) investor relations; and (iv) risk management and administrative functions.

Annual Bonuses

        For the annual bonus paid in 2011 based on the 2010 performance year, Barry Welch's bonus was determined with one portion fixed at approximately the average level that the Manager's portion of his bonus had been paid for the prior two years, or $400,000. The other portion of Mr. Welch's bonus was determined based on the sum of $240,000 determined by our 2010 total shareholder return performance relative to our peer group and a maximum $60,000 based on the independent directors' assessment of his performance against annually approved goals and objectives.

        For the 2011 performance year, Barry Welch's annual cash bonus was determined with one portion fixed at approximately the average level that the Manager's portion of his bonus that had been paid for the prior two years, or $400,000. The other portion of Mr. Welch's bonus was determined based on the sum of $150,000 determined by our 2011 total shareholder return performance relative to our peer group and a maximum of $60,000 based on the independent directors' assessment of his performance against annually approved goals and objectives. Including the one-time additional bonus of $140,000 described above, Mr. Welch's total cash bonus for the 2011 performance year was $750,000.

        Our former Chief Financial Officer, Patrick Welch's 2011 bonus was determined with one portion fixed at approximately the average level that the Manager's portion of his bonus had been paid for the prior two years, or $130,000. The other portion of Mr. Welch's bonus was determined based on the sum of $104,000 determined by our 2011 total shareholder return performance relative to our peer group and a maximum $26,000 based on the independent directors' assessment of his performance against annually approved goals and objectives. He resigned from Atlantic Power on June 10, 2011.

        Our interim Chief Financial Officer, Lisa Donahue, did not receive an annual bonus from us for the 2011 performance year as fees for her services are subject to our agreement with AlixPartners, LLP.

        For the annual bonus paid in 2011 based on the 2010 performance year, Mr. Rapisarda's bonus was determined with one portion fixed at approximately the average level that the Manager's portion of his bonus had been paid for the prior two years, or $130,000. The other portion of Mr. Rapisarda's bonus was determined based on the sum of $104,000 determined by our 2011 total shareholder return performance relative to our peer group and a maximum $26,000 based on the independent directors' assessment of his performance against annually approved goals and objectives.

        For the 2011 performance year, Mr. Rapisarda's annual cash bonus was determined with one portion fixed at approximately the average level that the Manager's portion of his bonus had been paid for the prior two years, or $130,000. The other portion of Mr. Rapisarda's bonus was determined based on the sum of $65,000 determined by our 2011 total shareholder return performance relative to our peer group and a maximum of $26,000 based on the independent directors' assessment of his performance against annually approved goals and objectives. Including the one-time additional bonus of $79,000 described above, Mr. Rapisarda's total cash bonus for the 2011 performance year was $300,000.

        Mr. Daniels' 2011 annual bonus was $175,750 which was recommended by the senior executive officers based on his contributions to achieving approved goals and objectives relating to operating and financial performance of our existing projects, and his assistance with the Partnership acquisition and

128

approved by the Compensation Committee. For the 2011 performance year, Mr. Daniels' total cash bonus was $176,000.

        Mr. Hulburt's 2011 annual bonus was $90,000 which was recommended by the senior executive officers based on his contributions to achieving approved goals and objectives related to finance, accounting and internal controls, and approved by the Compensation Committee. For the 2011 performance year, Mr. Hulburt's total cash bonus was $94,000.

Short Term Incentive Plan ("STIP")

        Under the senior officers' employment agreements a three-year STIP structure was in place since the prior management agreement was terminated in December 2009. The cash bonuses paid in January 2012 were the last ones to be determined under that framework so the Compensation Committee developed and approved a new methodology. The new framework will be applicable to performance year 2012 and beyond. Senior officers' performance will be evaluated utilizing the following four components:

	CEO			CFO			EVP— Commercial Development
1. Performance of Existing Portfolio		20	%		30	%		30	%
a. Project Adjusted EBITDA vs. Board approved budget
b. Cash flow from projects vs. guidance
c. Approved commercial and operating goals
d. Environmental Health & Safety
2. Growth		30	%		20	%		30	%
a. Capital committed vs. goal
b. Building acquisition pipeline
c. Demonstrable synergies and integration
3. Financial & Risk Management		20	%		30	%		20	%
a. Effective capital raises
b. Broadening investor base
c. Approved risk management objectives
d. Expanded analyst coverage and strengthened credit rating
4. Discretionary		30	%		20	%		20	%
a. Leadership and strategic planning
b. Hiring, mentoring, development and succession planning
c. Commitment, energy level and creativity
d. Overall effectiveness individually and on senior officer team
Target ranges for STIP as percentages of base salaries		75 - 150	%		50 - 100	%		50 - 100	%

Long Term Incentive Plan ("LTIP")

        Our named executive officers and other employees are eligible to participate in the LTIP as determined by the Board of Directors. The purpose of the LTIP is to align the interests of named executive officers with those of the Shareholders and to assist in attracting, retaining and motivating our key employees by making a significant portion of their incentive compensation directly dependent upon the achievement of critical strategic, financial and operational objectives that are critical to ongoing growth and increasing our long-term value, as well as providing an opportunity to increase their share ownership over time. The LTIP is designed to help achieve short-term compensation

129

objectives by setting yearly performance targets that trigger various levels of grants and also to achieve longer term objectives and assist in retention through the use of both a three-year vesting period and possible forfeiture of awards if certain levels of performance are not achieved during each grant's vesting period.

        The following description applies to our initial LTIP, approved by Shareholders in June 2006 and amended in June 2008. For each performance period (being, generally, a period of one calendar year commencing on January 1 of each year), the independent directors establish LTIP award percentages that will determine the amount (based on a percentage of base salary) that each participant is entitled to receive under the LTIP if certain levels of target project cash flow for the performance period are achieved. Project cash flow is based on cash flows generated by our projects less management fees, administrative expenses, corporate interest, taxes and any other adjustments determined by the independent directors, which discretion is exercised narrowly and may reflect either increases or decreases to project cash flow performance. LTIP awards for each performance period are determined by the independent directors based on our actual cash flow compared to the target projected cash flow. In making this determination, the independent directors have discretion to consider other factors, related to our performance. If certain levels of target project cash flow are achieved as determined by the independent directors, the named executive officer will be eligible to receive a number of notional units (including fractional units) to be calculated by dividing an incentive amount (based on the LTIP award percentages and the named executive officer's base salary) by the market price per IPS. The market price per IPS is defined in the LTIP as the weighted average closing price of IPSs on the TSX for the five days immediately preceding the applicable day. Notional units are meant to track the investment performance of IPSs, including IPS market prices and distributions. Any notional units granted to a participant in respect of a performance period will be credited to a notional unit account for each participant on the determination date for such performance period. Each notional unit is entitled to receive distributions equal to the distributions on an IPS, to be credited in the form of additional notional units immediately following any distribution on the IPSs. Subsequent to our conversion to a common share structure in December 2009, all references to "IPS" in the LTIP were changed to "Common Shares" and all references to distributions on IPSs were changed to dividends on common shares. In addition, from 2010 onward, the discretion with respect to the determination of awards rests with the Board of Directors, rather than independent directors.

        For grants under the LTIP, one-third of the notional units in a participant's notional unit account for a performance period vest on the 13-month anniversary following the determination date for such performance period, 50% of the notional units remaining in a participant's notional unit account for a performance period vest on the second anniversary date of the determination date for such performance period, and all remaining notional units in a participant's notional unit account for a performance period vest on the third anniversary of the determination date for such performance period.

130

        On the applicable vesting date for notional units held in a participant's notional unit account, we redeem such vested notional units as follows: (i) one-third by lump sum cash payment (generally intended to be withheld toward payment of taxes that will be owed due to the vesting), and (ii) the remaining two-thirds by an exchange for common shares. Notwithstanding the foregoing, a named executive officer may elect to redeem such notional units for 100% common shares upon prior written notice of such election. All issuances of common shares on redemption of notional units under the LTIP are subject to compliance with applicable securities laws. In addition, the Board of Directors has the discretion to redeem notional units 100% with cash and has exercised this discretion for all notional units vested since the inception of the LTIP through 2010, except for those that have vested in the notional unit accounts of our senior officers. This was due to constraints with regard to U.S. securities laws, which are no longer relevant since the company has registered with the SEC and listed on the NYSE, so all listings in 2011 and beyond should follow the vesting approach in (i) and (ii) above for all employees.

        If the net cash flows (as determined by the Board of Directors) achieved in a performance period are less than 80% of the target project cash flow previously approved by the Board of Directors for that performance period, all notional units having a vesting date in the next performance period will be cancelled, will no longer be redeemable for common shares and the executive officers will forfeit all rights, title and interest with respect to such notional units, unless otherwise expressly determined by the Board of Directors, as administrators of the LTIP.

        The aggregate number of Common Shares that may be issued under the LTIP upon the redemption of notional units is 1,000,000 Common Shares, which represents 0.9% of the issued and outstanding Common Shares, subject to increase or decrease by reason of amalgamation, rights offerings, reclassifications, consolidations or subdivisions, or as may otherwise be permitted by applicable law and the TSX. The total number of notional units granted under the LTIP is 485,781, which represents 0.4% of the issued and outstanding Common Shares. The total number of Common Shares issuable under actual grants is 485,781,which represents 0.4% of the issued and outstanding Common Shares.

        Except with the approval of shareholders, no notional shares may be granted where such grant could result, at any time, in:

        (a)   the number of Common Shares reserved for issuance to participants pursuant to the redemption of notional shares together with any other common share compensation arrangement exceeding 10% of Common Shares then issued and outstanding;

        (b)   the number of Common Shares issuable to insider participants, at any time under the LTIP pursuant to the redemption of notional shares and any other common share compensation arrangements, exceeding 10% of Common Shares then issued and outstanding; or

        (c)   the number of Common Shares issued to insider participants, within any one-year period, under the LTIP pursuant to the redemption of notional shares and any other common share compensation arrangements, exceeding 10% of Common Shares then issued and outstanding.

        The Board of Directors may terminate, modify or amend the LTIP, without securityholder approval, at any time in such manner and to such extent as they deem advisable, subject to applicable corporate, securities and tax law requirements and the requirements of the TSX, provided that any such action may not adversely affect any rights already acquired under the LTIP to such date. The amendments that may be made by the independent directors to the LTIP include, without limitation, the vesting and redemption dates for notional units and the persons who may qualify as "Eligible Persons" under the LTIP provided that any change to the "Eligible Persons" does not have the potential of broadening or increasing insider participation. A participant may not assign or transfer any right or interest in the LTIP. All unvested notional units are forfeited by a participant on the date he or

131

she ceases to be employed by Atlantic Power or its subsidiaries, except in the case of death, disability, retirement or change of control (in certain circumstances, as described below). If the employment of a participant is terminated in connection with the death, retirement or upon a change of control (in the case of a change of control, where termination is by the participant for good reason or by Atlantic Power without cause) prior to the applicable vesting date, all notional units credited to the participant's notional unit account will vest or be deemed to have vested effective the date immediately prior to the date of such termination of the participant's employment. If the employment of a participant is terminated due to the disability of the participant prior to the applicable vesting date, all notional units credited to the participant's notional unit account will vest on the vesting date as if the participant continued to be actively employed until the applicable vesting date.

2010 LTIP Amendments

        In 2009, Hugessen was retained to assist the Board in assessing our existing LTIP and proposing several design changes. The purpose of the LTIP changes was to further align the interests of our officers and employees with Shareholders and to assist in attracting, retaining and motivating our key employees.

        In early 2010, the Board of Directors approved amendments to the LTIP. The amendments did not impact grants for the 2009 performance year or unvested notional shares related to grants made prior to the 2010 amendments. The amended LTIP became effective for grants beginning with the 2010 performance year and was approved by the Shareholders at the annual general meeting held on June 29, 2010.

        Under the amended LTIP, the notional shares granted to plan participants have the same characteristics as the notional shares under the old LTIP. However, the number of notional shares granted is currently based, for senior executives, entirely on our total shareholder return compared to the group of peer companies included in the 2011 Peer Group and, for employees that are not senior executives, performance measurement is weighted 1/3^rd based on our total shareholder return compared to a the 2011 Peer Group, and 2/3^rd based on the achievement of a simplified net project cash flow measure. In addition, vesting of notional shares for senior executives occurs on a three-year cliff basis as opposed to ratable vesting over three years under the old LTIP. Pursuant to each senior executive's employment agreement, each senior executive receives a grant at the beginning of each three-year performance period in an amount equal to his base salary. The grant vests at the end of the three-year performance period in an amount ranging from 0% up to a maximum of 150% of the sum of units initially granted plus dividend equivalent rights received during the performance period. In addition, on May 14, 2010, each senior executive received a grant equal to one-third of his base salary (the "2010 Transition Award") and a grant equal to two-thirds of his base salary (the "2011 Transition Award"). The 2010 Transition Awards vested on March 31, 2011 in an amount equal to 125% of the sum of the initial grant plus dividend equivalent rights received during the vesting period, based on our total shareholder return in 2010 compared to the 2011 Peer Group. The 2011 Transition Awards vested on February 28, 2012 in an amount equal to 109% of the sum of the initial grant, plus dividend equivalent rights received during the vesting period, based on our total shareholder return during 2010 and 2011 compared to the 2011 Peer Group. The Compensation Committee considered the senior officers' contributions to the Partnership and, consistent with their approach to the 2011 performance year STIP award, elected to use their discretion to make a one-time special award of 15,000 and 12,000 units to Barry Welch and Paul Rapisarda respectively. These units and associated dividend equivalent rights will vest ratably over three years. Named executive officers other than senior executives are eligible for an annual award under the LTIP ranging from 0% to 100% of their annual base salary.

2011 LTIP Amendments

        Effective as of November 5, 2011, being the closing date for our acquisition of the Partnership, the Board of Directors and the Compensation Committee approved certain amendments to the LTIP in the

132

form of a fourth amended and restated LTIP to provide for participation by certain designated employees who performed functions related to the Partnership's business ("New Employees") who became our employees following the closing of the acquisition and certain other updates and clarifying amendments to the LTIP. Shareholder approval of these amendments was not required under the terms of the LTIP. The description below is qualified in its entirety by the text of the fourth amended and restated LTIP available on SEDAR at www.sedar.com.

        The amendments related to the acquisition included revisions to certain defined terms to appropriately reflect that participants in the LTIP may be employees of our subsidiaries and located in Canada and to provide the administrators of the LTIP with increased flexibility in the administration of the LTIP by granting them authority to (i) adopt rules and regulations for implementing the LTIP; (ii) determine when notional shares will be granted to eligible persons, the vesting period for each grant of notional shares and whether any adjustment(s) (performance-related or otherwise) will apply prior to vesting of any notional shares granted; (iii) adjust the size of any previously-approved pool for awards available for allocation among LTIP participants who are not officers and the membership of such non-officer group; (iv) interpret and construe the provisions of the LTIP; (v) alter or adjust any provision that is expressly provided in the LTIP in circumstances so as to operate the LTIP as objectively as possible; (vi) subject to regulatory requirements, make exceptions to the LTIP in circumstances which they determine to be exceptional; (vii) impose certain conditions at the date of grant for any notional shares, which would have to be met for an LTIP participant to be entitled to redeem notional shares granted; and (viii) make amendments to the LTIP in accordance with the amendment provisions contained therein. The peer group applied in determining potential performance adjustments to certain awards under the LTIP has been changed from a scheduled list to a group of entities determined by the administrators from time to time in their sole discretion.

        The Board of Directors also approved certain updates and clarifying amendments, including an update to the definition of "Insider Participant" to reflect the current TSX definition of "insider", and clarifying that notional shares held by non-officer participants vest in respect of one-third of such notional shares after each of the first three anniversaries of the date that the Board of Directors approves our audited financial statements for a given fiscal year of Atlantic Power.

        In connection with the November 5, 2011 amendments, the Board of Directors approved certain grants of notional shares under the LTIP to the New Employees in an aggregate dollar amount of Cdn$830,680 to replace similar equity compensation such New Employees had been entitled prior to employment by Atlantic Power upon closing of the acquisition. The terms of these grants are as follows: (i) the number of notional shares to be credited to the notional share account for each New Employee was determined by dividing the portion of the aggregate dollar amount allocated to such New Employee by the Market Price per Common Share (as defined in the LTIP) on November 5, 2011; (ii) the notional shares credited to each New Employee's notional share account on November 5, 2011 vest in respect of one-third of such notional shares after each of the first three anniversaries of the Financial Statement Approval Date (as defined in the LTIP) for our fiscal year 2011 with no performance-related adjustments; and (iii) other than the foregoing, the notional shares credited to the New Employee's notional share account are subject to the terms and conditions of the LTIP treating each New Employee as a Non-Officer Group Participant (as defined in the LTIP).

2011 LTIP Awards

        On March 31, 2011, Barry Welch received a grant of 38,134 notional shares under the amended LTIP for the 2011-2013 performance period. In accordance with the LTIP, the LTIP award for the 2011-2013 performance year for all senior officers was set at 100% of their base salary. Vesting of this award after three years will be based on the 2011-2013 relative TSR performance.

        On March 31, 2011, Patrick Welch received a grant of 20,559 notional shares under the amended LTIP for the 2011-2013 performance period. In accordance with the LTIP, the LTIP award for the

133

2011-2013 performance year for all senior officers was set at 100% of their base salary. Patrick Welch forfeited these and all other unvested national shares upon his resignation on June 10, 2011.

        On March 31, 2011, Mr. Rapisarda received a grant of 20,559 notional shares under the amended LTIP for the 2011-2013 performance period. In accordance with the LTIP, the LTIP award for the 2011-2013 performance year for all senior officers was set at 100% of their base salary. Vesting of this award after three years will be based on the 2011-2013 relative TSR performance.

        LTIP awards to Mr. Daniels are based on his contribution to achieving target levels of a cash flow measure that are approved each year by our independent directors and to Atlantic Power achieving relative total shareholder return performance, as well as progress in successfully executing our strategic plan and goals and objectives, which are approved by the Compensation Committee each year. Vesting of this award occurs rateably over the three-year period immediately following the LTIP award. Based on our actual cash flow compared to the project cash flow levels, and the actual relative total shareholder return performance, Mr. Daniels' LTIP award in 2011 was set at 68% of base salary and was granted by the Board of Directors on March 31, 2011.

        LTIP awards to Mr. Hulburt are based on his contribution to achieving target levels of a cash flow measure that are approved each year by our independent directors and to Atlantic Power achieving relative total shareholder return performance, as well as progress in successfully executing our strategic plan and goals and objectives, which are approved by our Compensation Committee each year. Vesting of this award occurs rateably over the three-year period immediately following the LTIP award. Based on our actual cash flow compared to the project cash flow levels, and the actual relative total shareholder return performance, Mr. Hulburt's LTIP award for the 2010 performance year was set at 58% of base salary and was granted by the Board of Directors on March 31, 2011.

        On February 29, 2012 Barry Welch and Paul Rapisarda received annual grants with a value equal to their 2012 salaries of $700,000 and $425,000 respectively.

2012 LTIP Amendments

        In 2012, the Compensation Committee reviewed the LTIP for our senior officers and considered changes in light of both changes to the scale and complexity of Atlantic Power as well as input about plans for similar companies, especially those in the U.S. which is the relevant market for our senior officers. Based on this review, the Compensation Committee approved certain changes to the LTIP for 2012. Under the revised LTIP, total shareholder return will be replaced as the exclusive measure of performance for our senior officers with a combined measure based on project adjusted EBITDA per share, free cash flow, growth cash flow and relative total shareholder return. In determining the total score under the revised LTIP for a fiscal year, each of these four metrics will be given an equal 25% weighting and the combined score will serve as a guideline for the Compensation Committee in determining a senior officer's LTIP award. The Compensation Committee will have discretion to adjust a senior officer's LTIP award based on the long term progress of Atlantic Power or other factors determined relevant by the Compensation Committee. Awards under the revised LTIP will be made annually based on the performance over the applicable fiscal year and will vest as to one third over each of the three years following the year of the award. The quantum of awards under the revised LTIP will range from zero to a cap of $2.8 million for the CEO and $1.5 million for the EVP—CFO and EVP—Commerical Development. For 2012, the midpoint targets for each of the four performance measures have been set as follows: (1) project adjusted EBITDA per share—$2.98 to $3.03; (2) free cash flow—$140.3 million to $143.1 million; (3) growth cash flow—$18.5 million to $21.7 million; and (4) relative total shareholder return—56^th to 65^th percentile. If each of these target ranges were achieved in 2012, the recommended award for our CEO would be $1.5 million and for our CFO and our Executive Vice President—Commercial Development would be $750,000.

134

Employment Agreements

        In connection with the termination of the management services agreement with the Manager on December 31, 2009, we entered into employment agreements with each of Barry Welch, Patrick Welch and Paul Rapisarda, who were previously employees of the Manager. (The employment agreement with Mr. Patrick Welch has been terminated in connection with his resignation.) To assist in the structuring and negotiation of the employment contracts, our independent directors employed Hugessen to review and advise on their terms to ensure that the employment agreements were consistent with best practices in the marketplace. We believe that the consideration of a change in control transaction will create uncertainty regarding the continued employment of our senior executive officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our executive officers to focus on seeking the best return for our Shareholders and to remain employed with Atlantic Power during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we have agreed in the employment agreements to provide for severance benefits in the event the officer's employment is terminated under certain circumstances in connection with a change in control of Atlantic Power. In exchange for such severance protection, each executive officer agreed to certain non-competition and non-solicitation limitations following certain termination events.

        For a description of the employment agreement change in control benefits provided to Barry Welch and Paul Rapisarda, see the sections of this Information Circular and Proxy Statement titled "Employment Contracts" and "Termination and Change in Control Benefits."

401(k) matching contributions

        We also make annual matching contributions to each named executive officer's 401(k) plan account based upon a predetermined formula. The purpose of the matching contributions is to supplement the named executive officer's personal savings toward future retirement as we have no other pension plan for them. The matching for the named executive officers is a dollar-for-dollar match with the employee's 401(k) contribution, up to the maximum allowed by Internal Revenue Service ("IRS") regulations. The IRS maximum contribution in 2011 was $16,500 for participants under age 50 and $22,000 for participants 50 and over.

135

Summary Compensation Table

        The following table sets forth a summary of salary and other annual compensation paid for 2011, 2010 and 2009 to each named executive officer (in US$).

Name and principal position	Year		Salary		Bonus(1)		Stock awards(2)		Non-equity incentive plan compensation		All other compensation(3)		Total Compensation
Barry E. Welch		2011		575,000		400,000		575,170		350,000		22,000		1,922,170
Director, President and		2010		535,000		400,000		1,587,088		300,000		22,000		2,844,088
Chief Executive Officer		2009		535,000		400,000		472,500		300,000		22,000		1,729,500
Lisa Donahue(4)		2011		603,000		—		—		—		—		603,000
Interim Chief Financial Officer
Patrick J. Welch(5)		2011		141,910		—		310,088		—		16,500		468,498
Former Chief Financial Officer		2010		259,500		130,000		769,798		130,000		16,500		1,305,798
and Corporate Secretary		2009		259,000		130,000		226,800		130,000		16,500		762,300
Paul H. Rapisarda		2011		310,000		130,000		310,088		170,000		22,000		942,088
Executive Vice President—		2010		257,500		130,000		763,873		130,000		22,000		1,303,373
Commercial Development		2009		257,500		130,000		225,000		130,000		22,000		764,500
William B. Daniels		2011		190,000		—		129,503		176,000		22,000		517,503
Vice President—		2010		185,000		—		129,524		175,750		22,000		512,274
Operations East		2009		185,000		—		110,500		166,500		22,000		484,000
John J. Hulburt		2011		188,000		—		109,795		94,000		16,500		408,295
Corporate Controller		2010		183,000		—		108,015		90,000		16,500		397,515
		2009		180,000		—		87,500		80,000		12,601		360,101

(1)

Represents the fixed portion of annual cash bonus for 2009 through 2011 payable per the terms of each executive officer's employment contract executed in connection with the management internalization in December 2009.

(2)

The amounts shown under "Stock awards" reflect the grant date fair value of notional shares granted during the year under the terms of the LTIP and are calculated in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of these awards are described in Note 14 to the Consolidated Audited Financial Statements of Atlantic Power Corporation contained in our Annual Report on Form 10-K for the year ended December 31, 2011. A portion of the awards granted to senior officers in 2011 contains a performance condition. Assuming the highest level of performance is achieved, the total fair value of awards for 2011 would be $862,754 for Barry Welch and $465,133 for Paul Rapisarda. The amounts shown do not include dividend equivalent rights that accrued on notional units.

(3)

Amounts represent company matching contributions to the 401(k) plan accounts of each executive officer.

(4)

Ms. Donahue, a managing director of AlixPartners, has served as our interim Chief Financial Officer since July 2011. Ms Donahue's services as Chief Financial Officer were provided pursuant to an agreement with AlixPartners. We are unable to determine the amount received by Ms. Donahue in connection with her services to us in 2011, as we did not compensate Ms. Donahue directly; rather, Ms. Donahue was compensated independently pursuant to separate arrangements between her and AlixPartners. Under our agreement with AlixPartners, we incurred

136

$603,000 in 2011 for Ms. Donahue's services. The agreement with AlixPartners and the total amount incurred by us in 2011 under this agreement, is described at "—Employment Contracts" and "—Certain Relationships and Related Transactions".

(5)

Patrick Welch resigned from Atlantic Power on June 10, 2011.

        Following are plan-based awards during the year ended December 31, 2011 for each named executive officer.

		Estimated future payouts under non-equity incentive plan awards						Estimated future payouts under equity incentive plan awards(1)
													Grant date fair value of LTIP awards (US$)(2)
Name	Grant date	Minimum (US$)		Target (US$)		Maximum (US$)		Minimum (#)		Target (#)	Maximum (#)
Barry E. Welch	N/A		525,000		700,000		1,050,000
	3/31/11								—	N/A		57,201		575,170
Lisa Donahue(3)	N/A		—		N/A		N/A
									—	N/A		N/A		N/A
Paul H. Rapisarda	N/A		212,500		318,750		425,000
	3/31/11								—	N/A		30,839		310,088
William B. Daniels	N/A		—		146,250		195,000
	3/31/11								10,836	10,836		10,836		129,503
John J. Hulburt	N/A		—		77,000		96,250
	3/31/11								9,187	9,187		9,187		109,795

(1)

The amounts shown for William Daniels and John Hulburt represent the fixed number of notional units granted for the 2010 performance year that was approved by the Board of Directors. The amounts shown for Barry Welch and Paul Rapisarda represent grants under the amended LTIP, which are subject to a performance-based vesting condition. Amounts shown do not include dividend equivalent rights that accrue on notional shares.

(2)

Amounts are calculated in accordance with FASB ASC Topic 718.

(3)

As Managing Director of AlixPartners, Ms. Donahue is not eligible to participate in grants of plan-based awards.

137

Outstanding Share-Based Awards

        The following table sets forth, for each named executive officer, all share-based awards outstanding under the terms of the LTIP as of December 31, 2011:

Name	Number of shares or notional units that have not vested(1)(2)		Market or pay-out value of share-based awards that have not vested (US$)(2)		Equity Incentive Plan Awards: Number of unearned shares or notional shares that have not vested(1)(2)		Equity Incentive Plan Awards: Market or payout value of unearned shares or notional shares that have not vested(2)
Barry E. Welch		193,187		2,762,574		125,833		1,799,412
Lisa Donahue(3)		—		—		—		—
Paul H. Rapisarda		95,139		1,360,488		62,900		899,470
William B. Daniels		27,484		393,021		—		—
John J. Hulburt		22,736		325,125		—		—

(1)

Notional shares granted under the LTIP vest in accordance with the amended plan over a period of up to a maximum of three years.

(2)

This amount includes notional shares credited under the LTIP to the notional share account of the named executive officer for monthly dividends through December 31, 2011.

(3)

Lisa Donahue has acted as Interim CFO since July 2011, but is not an employee and therefore is not eligible for awards under LTIP.

Stock Vested

        The following table sets forth, for each named executive officer, the value of all share-based incentive plan awards vested during the year ended December 31, 2011:

Name	Number of shares acquired on vesting		Value realized on vesting (US$)
Barry E. Welch		97,363		1,468,234
Lisa Donahue		N/A		N/A
Patrick J. Welch		46,909		707,388
Paul H. Rapisarda		37,441		564,610
William B. Daniels		16,760		252,741
John J. Hulburt		9,215		138,962

Equity Compensation Plan Information

        The following table provides information as of December 31, 2011 regarding the LTIP, the only equity compensation plan of Atlantic Power or its subsidiaries.

	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)		Number of securities remaining available for future issuance under equity compensation plan(1)(2)
Equity compensation plans approved by security holders:		485,781		590,314

(1)

Assumes that the participants elect to receive 100% Common Shares upon redemption. This amount does not include future credits to the notional share accounts of participants related to monthly dividends paid on the Common Shares.

138

(2)

The maximum aggregate number of Common Shares that may be issued under the original LTIP and the amended LTIP upon redemption of notional shares is 1,000,000 shares.

Employment Contracts

        Each of Barry Welch (President and Chief Executive Officer) and Paul Rapisarda (Executive Vice President—Commercial Development) are parties to employment agreements with Atlantic Power. Each of the employment agreements provides the respective officer with the following: (i) an initial annual base salary, which is subject to annual review; (ii) eligibility for a performance-based annual cash bonus; (iii) eligibility to participate in the LTIP; and (iv) certain other customary employee benefits. Under the employment agreements, the annual base salary is evaluated each calendar year and for 2011 for Barry Welch and Paul Rapisarda was $575,000 and $310,000, respectively. The guaranteed portion of cash bonuses for 2011 for Barry Welch and Paul Rapisarda were $400,000 and $130,000, respectively.

        Effective July 12, 2011, we entered into an arrangement with AlixPartners to provide various accounting and financial consulting services. Pursuant to the arrangement, we announced the appointment of Lisa Donahue of AlixPartners as interim Chief Financial Officer and engaged other consultants from AlixPartners, the services of each of whom are billed by AlixPartners.

Termination and Change of Control Benefits

        Each named senior executive officer's employment agreement provides that if the respective officer is terminated without cause within 90 days preceding or one year after a change in control or if he resigns within that time period because certain further triggering events have occurred including a constructive dismissal, reduction in salary or benefits, relocation, change in position of employment or reporting relationships, or our breach of the employment agreement, then the following are paid or provided under the employment agreement: (i) his salary and bonus pro-rated through the termination date; (ii) a termination payment equal to three times the average (in the case of Barry Welch) or one times the average (in the case of Paul Rapisarda), during the last two years, of the sum of the respective officer's: (a) base salary, (b) annual cash bonus, and (c) the most recent matching contribution to his 401(k) plan; (iii) immediate vesting of all previous awards under the LTIP which had not yet vested; (iv) continuation of all employee benefits for a period of two years (in the case of Barry Welch) or one year (in the case of Paul Rapisarda) following termination; and (v) costs of outplacement services customary for senior executives at the respective officer's level for a period of 12 months following termination with the cost capped at $25,000. The Compensation Committee has approved an amendment to Paul Rapisarda's employment agreement to provide that his termination payment as described in (ii) of the preceding sentence will be two times the average, during the last two years, of the sum of Mr. Rapisarda's (a) base salary, (b) annual cash bonus, and (c) the most recent matching contribution to his 401(k) plan. The employment agreements also contain non-competition and non-solicitation limitations on each of the officers following certain termination events. The non-competition restrictions apply for a period of one year or one month (in the case of Barry Welch) or a period of one month or six months (in the case of Paul Rapisarda) following termination depending on the circumstances of the termination and the non-solicitation restrictions apply for a period of two years (in the case of Barry Welch) or one year (in the case of Paul Rapisarda) following the date of termination.

        In each senior executive officer's employment agreement, the term "Change in Control" means the occurrence of any of the following events: (i) the sale, lease or transfer to any person or group, in one or a series of related transactions, of our assets, directly or indirectly, which assets generated more than 50% of our cash flow in a 12-month period ended on the last day of the most recent fiscal quarter to any person or group; (ii) the adoption of a plan related to our liquidation or dissolution; (iii) the acquisition by any person or group of a direct or indirect interest in more than 50% of our common

139

shares or voting power; (iv) our merger or consolidation with another person with the effect that immediately after such transaction Shareholders immediately prior to such transaction hold, directly or indirectly, less than 50% of the voting control over the person surviving such merger or consolidation; or (v) we enter into any agreement providing for any of the foregoing; or the date which is 90 days prior to a definitive announcement of any of the foregoing whichever is earlier, and the transaction contemplated thereby is ultimately consummated.

        If Barry Welch or Paul Rapisarda is terminated for cause, then he will be entitled to all vested benefits under all incentive compensation or other plans in accordance with the terms and conditions of such plan, however he will not be entitled to the payments or benefits listed in items (i) through (v) in the second preceding paragraph above, except as may be required by applicable law. "Cause" is defined in each employment agreement as "a termination by reason of the Corporation's good faith determination that the executive (i) engaged in willful misconduct in the performance of his duties, (ii) breached a fiduciary duty to the Corporation for personal profit to himself, (iii) after determination by a court of competent jurisdiction, willfully violated any law, rule or regulation of a governmental authority with jurisdiction over the executive or the Corporation at the time and place of such violation (other than traffic violation or similar offenses) or any final cease and desist order of a court or other tribunal of competent jurisdiction, or (iv) materially and willfully breached this Agreement. No act, or failure to act, on the executive's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that this action or failure to act was in the best interest of the Corporation."

        The following table provides, for each of the foregoing senior executive officers, an estimate of the payments payable by us, assuming a termination for any reason other than cause, including the occurrence of the triggering events described above. The amounts shown assume that such termination was effective as of December 31, 2011 and thus only include amounts earned through such time and are estimates of the amounts that would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of each such officer's separation from Atlantic Power.

Name	Type of payment	Termination payment(1) (US$)		2011 Pro-rata bonus (US$)		Vesting of stock based compensation (US$)		Employee benefits (US$)		Total (US$)
Barry E. Welch	Termination without cause or in connection with change of control		3,966,000		700,000		2,762,574		74,860		7,503,434
Paul H. Rapisarda	Termination without cause or in connection with change of control		585,250		260,000		1,360,488		49,930		2,255,668

(1)

Includes three times the average (in the case of Barry Welch) or one times the average (in the case of Paul Rapisarda), during the last two years, of the sum of the respective officer's: (a) base salary, (b) annual Bonus, and (c) the most recent matching contribution to his 401(k) plan.

Compensation Risk Assessment

        We have reviewed our compensation policies and practices for all employees and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on Atlantic Power. We believe that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. The corporation reviewed the

140

elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and concluded:

•

allocation of compensation between cash compensation and long-term equity compensation, combined with the vesting schedule under LTIP, discourages short-term risk taking;

•

approach of goal setting, setting of targets with payouts at multiple levels of performance, capping the amount of our incentive payouts, and evaluation of performance results assist in mitigating excessive risk-taking;

•

compensation decisions include subjective considerations, which limit the influence of formulae or objective factors on excessive risk taking; and

•

business does not face the same level of risks associated with compensation for employees at financial services firms (traders and instruments with a high degree of risk).

141

DIRECTOR COMPENSATION

Director Fees

        Each independent director is entitled to receive an annual retainer of $50,000, plus $10,000 of value in deferred share unit ("DSU") and $1,500 per meeting attended in person or $750 per meeting attended by phone. The Chairman, chair of the Audit Committee and Compensation Committee receive an additional $25,000, 15,000 and 10,000 per year respectively. Directors are reimbursed for out-of-pocket expenses for attending meetings. Directors also participate in the insurance and indemnification arrangements described below.

Equity Ownership Guideline

        On April 24, 2007, the Board of Directors adopted an equity ownership guideline for independent Directors. The guideline provides that by April 24, 2010 (for existing independent directors) or within three years of their initial election (for new independent directors), each independent director should own equity securities of Atlantic Power (which will include notional shares issued under the deferred share unit plan described below), representing an investment by each independent director of three times their current annual retainer.

Deferred Share Unit Plan

        On April 24, 2007, the Board of Directors established a deferred share unit plan ("DSU Plan") for Directors. Under the DSU Plan, each non-management Director is entitled to elect to have fees paid to them by Atlantic Power for their services as directors contributed to the DSU Plan. All fees contributed to the DSU Plan are credited to such director in the form of notional shares representing the current market price of our common shares at the time of contribution. For so long as the participant continues to serve on the Board of Directors, dividends accrue on the notional shares consistent with amounts declared by the Board of Directors on our common shares and additional notional shares representing the dividends are credited to the participant's notional share account. Notional shares credited to the participant's notional share account may be redeemed only when a participant no longer serves on the Board of Directors for any reason or upon a reorganization of Atlantic Power.

        The following table describes director compensation for non-management directors for the year ended December 31, 2011. Directors who are also officers of Atlantic Power are not entitled to any compensation for their services as a director.

Name	Fees earned or paid in cash (US$)		Stock awards (US$)*			Total compensation (US$)
Irving R. Gerstein		84,500		—			84,500
Kenneth M. Hartwick		47,250		47,250	(1)		94,500
John A. McNeil		80,500		—			80,500
Holli Ladhani		36,250		36,250	(2)		72,500
R. Foster Duncan		80,500		—			80,500

*

Reflects the grant date fair value of DSUs awarded in 2011 determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation.

(1)

Mr. Hartwick has elected to defer 50% of his 2011 fees in the DSU Plan.

(2)

Ms. Ladhani has elected to defer 50% of her 2011 fees in the DSU Plan.

142

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        During 2011, Messrs. Gerstein, Hartwick, McNeil and Duncan and Ms. Ladhani served as members of the Compensation Committee of the Board of Directors of Atlantic Power.

        Mr. Barry Welch was involved in making recommendations to the Compensation Committee regarding compensation for the other two senior executives, and all three senior executives were involved in making recommendations regarding compensation of the other two named executive officers. During 2011, none of the executive officers of Atlantic Power has served as: (i) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee of Atlantic Power; (ii) a director of another entity, one of whose executive officers served on the Board of Directors of Atlantic Power; or (iii) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Board of Directors of Atlantic Power.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Effective July 12, 2011, we entered into an arrangement with AlixPartners to provide various accounting and financial consulting services. Pursuant to the arrangement, we announced the appointment of Lisa Donahue of AlixPartners as interim Chief Financial Officer and engaged other consultants from AlixPartners, the services of each of whom are billed by AlixPartners. Ms. Donahue is a Managing Director of AlixPartners. We are unable to determine the amount received by Ms. Donahue in connection with her services to us in 2011, as we did not compensate Ms. Donahue directly; rather, Ms. Donahue was compensated independently pursuant to separate arrangements between her and AlixPartners. Under our agreement with AlixPartners, we incurred $1,065,312 in the aggregate in 2011, including $603,000 for Ms. Donahue's services.

POLICIES AND PROCEDURES FOR REVIEW OF TRANSACTIONS WITH RELATED PERSONS

        The Board of Directors has adopted written policies and procedures with respect to related party transactions and will review and approve all relationships and transactions in which Atlantic Power and any of the its Directors, director nominees and executive officers and their immediate family members, as well as holders of more than 5% of any class of its voting securities and their family members, have a direct or indirect material interest. In approving or rejecting such proposed relationships and transactions, the Board shall consider the relevant facts and circumstances available and deemed relevant to this determination. The Nominating and Governance Committee is responsible under its charter for monitoring compliance with the Code of Business Conduct and Ethics.

143

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding the beneficial ownership of Common Shares of Atlantic Power as of April 27, 2012 with respect to:

•

each person (including any "group" of persons as that term is used in Section 13(d)(3) of the Exchange Act) who is known to us to be the beneficial owner of more than 5% of the outstanding Common Shares (none as of April 27, 2012);

•

each of our Directors;

•

each of our named executive officers; and

•

all of our Directors and executive officers as a group.

        The address of each beneficial owner listed in the following table is c/o Atlantic Power Corporation, 200 Clarendon Street, Floor 25, Boston, MA 02116.

        Except as otherwise indicated in the footnotes to the following table, we believe, based on the information provided to us, that the persons named in the following table have sole voting and investment power with respect to the shares they beneficially own, subject to applicable community property laws.

Name of beneficial owner	Number of Common Shares beneficially owned			Percentage of Common Shares beneficially owned(1)
Directors and named executive officers
Irving R. Gerstein		10,579	(2)		*
Kenneth M. Hartwick		63,676	(2)		*
John A. McNeil		12,679	(2)		*
R. Foster Duncan		2,612	(2)		*
Holli Ladhani		4,967	(2)		*
Barry E. Welch		454,004	(3)		*
Patrick J. Welch(4)		89,205			*
Lisa J. Donahue		—			*
Paul H. Rapisarda		164,058	(3)		*
William B. Daniels		22,255	(3)		*
John J. Hulburt		24,701	(3)		*
All directors and executive officers as a group (10 persons)(5)		759,531			*

*

Less than l%.

(1)

The applicable percentage ownership is based on 113,680,643 common shares issued and outstanding as of April 27, 2012.

(2)

Common Shares beneficially owned include units held in our deferred share unit plan of 179 for Irving R. Gerstein, 61,676 for Kenneth M. Hartwick, 179 for John A. McNeil, 1,112 for R. Foster Duncan and 4,967 for Holli Ladhani.

(3)

Common Shares beneficially owned include unvested notional shares granted under our LTIP of 171,147 for Barry E. Welch, 95,407 for Paul H. Rapisarda, 21,322 for William B. Daniels and 18,701 for John J. Hulburt.

(4)

Patrick J. Welch is no longer employed by Atlantic Power. Information with respect to Patrick J. Welch's beneficial ownership is as of June 10, 2011, the date of his resignation from Atlantic Power.

(5)

Patrick J. Welch is not included in this group.

144

DESCRIPTION OF EXCHANGE NOTES

        The Exchange Notes are to be issued under the Indenture, dated as of November 4, 2011 (the "Indenture"), between Atlantic Power and Wilmington Trust, National Association, as trustee (the "Trustee"). The Exchange Notes will evidence the same debt as the Old Notes and the Indenture under which the Exchange Notes are to be issued is the same indenture under which the Old Notes were issued. Any Old Note that remains outstanding after the completion of the exchange offer, together with the Exchange Notes issued in connection with the exchange offer, will be treated as a single class of securities under the Indenture. As used in this "Description of Exchange Notes," except as otherwise specified or the context otherwise requires, the Old Notes, the Exchange Notes and any additional notes we may issue under the Indenture are referred to together as the "notes."

        The following summary of certain provisions of the Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the Indenture, including the definitions of certain terms in the Indenture, which provisions are made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. It does not restate that agreement, and we urge you to read the Indenture in its entirety, which is available upon request to Atlantic Power at the address indicated under "Where You Can Find More Information" elsewhere in this prospectus, because it, and not this description, defines your rights as a noteholder. Copies of the Indenture are available upon request from Atlantic Power.

        As used in this "Description of Exchange Notes," the terms "Atlantic Power," "we," "us," "our" or similar terms refer only to Atlantic Power Corporation, and does not include any of its subsidiaries. References to "$" are to U.S. dollars. The Notes are denominated in U.S. dollars and all payments on the Notes will be made in U.S. Dollars.

        We may issue additional notes from time to time after this exchange offer under the Indenture ("Additional Notes"). The notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase; provided that any additional Notes that are not fungible with the existing Notes for U.S. federal income tax purposes will have a separate CUSIP number.

General

The Notes

        The Old Notes were issued in an aggregate principal amount of $460,000,000. The notes are our direct, unsecured and unsubordinated obligations and rank:

•

equal in right of payment with all of our existing and future senior unsecured debt;

•

effectively junior in right of payment to (a) our existing and future secured debt to the extent of the value of the assets securing such debt, including borrowings under our Senior Secured Revolving Credit Facility and our 6.50% convertible secured debentures, and (b) the debt and other liabilities (including trade payables) of our non-Guarantor subsidiaries; and

•

senior in right of payment to our existing and future subordinated debt.

        As of March 31, 2012:

•

we had approximately $1.9 billion of total indebtedness, $577.8 million of which was secured indebtedness, and $148.3 million of subordinated indebtedness; and

        In addition, as of March 31, 2012, we had $88 million of additional borrowing capacity available under our revolving credit facility.

145

        The Indenture permits us to incur debt subject to the covenants described under "—Certain Covenants of Atlantic Power—Limitations on the Incurrence of Debt and Issuance of Disqualified Stock" and "—Certain Covenants of Atlantic Power—Restrictions on Secured Debt."

        The entire principal amount of the notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on November 15, 2018. The notes are not subject to any sinking fund provision.

The Guarantees

        The notes are guaranteed on a senior unsecured basis by our U.S. and Canadian Wholly Owned Domestic Subsidiaries that guarantee the Senior Secured Revolving Credit Facility and the Partnership's guarantee of the notes is guaranteed by Curtis Palmer LLC. The Guarantees of the notes are:

•

general unsecured obligations of each Guarantor;

•

ranked equally in right of payment with all existing and future senior debt of such Guarantor;

•

ranked senior in right of payment to all existing and future subordinated debt of such Guarantor, if any; and

•

ranked effectively junior to (a) secured obligations of such Guarantor to the extent of the collateral securing such obligations, including the secured guarantees by the Guarantors of our obligations under the Senior Secured Revolving Credit Facility and the secured guarantees by the Guarantors of our 6.50% convertible secured debentures and (b) the debt and liabilities of our non-Guarantor Subsidiaries.

        Each Guarantor (other than Curtis Palmer LLC) jointly and severally guaranteed Atlantic Power's obligations under the notes and the Partnership's guarantee of the notes is guaranteed by Curtis Palmer LLC. The obligations of each Guarantor under its Guarantee are limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See "Risk Factors—Risks related to our Indebtedness and the Notes—Federal and state statutes allow courts, under specific circumstances, to void the guarantees and require noteholders to return payments received from us or the guarantors."

        "Domestic Subsidiary" means any Subsidiary of Atlantic Power that was formed under the laws of the United States, any state thereof or the District of Columbia, or the laws of Canada, any province thereof or any territory thereof or that guarantees or otherwise provides direct credit support for any indebtedness of Atlantic Power.

        "Wholly Owned" means, with respect to (1) any Subsidiary that is a corporation, a Subsidiary all of the outstanding Capital Stock of which is owned by Atlantic Power and/or one or more Wholly Owned Subsidiaries (or a combination thereof) of Atlantic Power and (2) any other Subsidiary, a Subsidiary all of the interests of which is owned by Atlantic Power and/or one or more Wholly Owned Subsidiaries (or a combination thereof) of Atlantic Power.

Guarantors

        Each Guarantor may consolidate with or merge into or sell its assets to us or another Guarantor, or with or to other persons upon the terms and conditions set forth in the Indenture. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into another person (whether or not such Guarantor is the surviving person), unless certain conditions are met. See "—Certain Covenants of Atlantic Power—Restrictions on Mergers, Consolidations and Sales of Assets."

146

        The Guarantee of a Guarantor will be deemed automatically discharged and released in accordance with the terms of the Indenture:

        (1)   in connection with (i) any direct or indirect sale, conveyance or other disposition of all of the capital stock or all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) and (ii) the merger, amalgamation or consolidation of a Guarantor with Atlantic Power or any other Guarantor;

        (2)   if such Guarantor is dissolved, liquidated or wound-up in accordance with the provisions of the Indenture;

        (3)   if such Guarantor no longer guarantees borrowings under the Senior Secured Revolving Credit Facility;

        (4)   if Curtis Palmer LLC no longer guarantees the Partnership's guarantee of borrowings under the Senior Secured Revolving Credit Facility or

        (5)   upon any legal Defeasance of the Indenture or satisfaction and discharge of the Indenture.

Interest

        The Exchange Notes will initially bear interest at 9% per annum, payable semi-annually on May 15 and November 15 of each year to the person in whose name such Note is registered at the close of business on the May 1 or November 1, as the case may be, immediately preceding the relevant interest payment date. Principal of, premium, if any, and interest on the Exchange Notes will be payable, and the Exchange Notes may be exchanged or transferred, in accordance with the terms of the Indenture. The amount of interest payable will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date.

        We will deem the right to receive any interest accrued but unpaid on the Old Notes waived by you if we accept your Old Notes for exchange. Additional interest may accrue on the notes in certain circumstances if we do not consummate the exchange offer or file the shelf registration statement, as applicable, as provided in the Registration Rights Agreement.

"Business Day" means a day other than a Saturday, Sunday or other day on which the Trustee or commercial banking institutions in New York City are authorized or required by law to close

Repurchase of Notes Upon a Change of Control Triggering Event

        Upon a Change of Control Triggering Event (as defined below), each holder of the notes will have the right to require that Atlantic Power repurchase such holder's notes at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

        Certain of the events constituting a Change of Control (as defined below) under the notes will, and may in the future, also constitute an event of default under the Senior Secured Revolving Credit Facility and other of our and our subsidiaries' existing and future debt instruments. Due to the highly leveraged nature of Atlantic Power, there can be no assurance that Atlantic Power will have sufficient funds to purchase tendered notes upon a Change of Control Triggering Event.

        The Change of Control provisions will not necessarily afford protection to holders, including protection against an adverse effect on the value of the notes, in the event that Atlantic Power or its

147

Subsidiaries incur additional debt, whether through recapitalizations or otherwise. The Change of Control provisions will not prevent a change in the Board of Directors which is approved by the then-present members of the Board of Directors. See the definition for "Change of Control" below. With respect to a sale of assets, the phrase "all or substantially all," which appears in the definition of Change of Control, has not gained an established meaning. In interpreting this phrase, courts have made subjective determinations, considering such factors as the value of the assets conveyed and the proportion of an entity's income derived from such assets. Furthermore, this term has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. Accordingly, there may be uncertainty as to whether a holder can determine whether a Change of Control has occurred and can exercise any remedies such holder may have upon a Change of Control.

        Within 30 days following any Change of Control Triggering Event, Atlantic Power will mail a notice to each holder of the notes with a copy to the Trustee stating:

(1)

that a Change of Control Triggering Event has occurred and that such holder has the right to require Atlantic Power to repurchase such holder's notes at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the "Change of Control Offer");



(2)

the circumstances and relevant facts regarding such Change of Control Triggering Event (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control Triggering Event);



(3)

the repurchase date (which will be not earlier than 30 days or later than 60 days from the date such notice is mailed) (the "Repurchase Date");



(4)

that any Note not tendered will continue to accrue interest;



(5)

that any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Repurchase Date;



(6)

that holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the notice prior to the close of business on the Repurchase Date;



(7)

that holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the third Business Day (or such shorter periods as may be required by applicable law) preceding the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of notes the holder delivered for purchase, and a statement that such holder is withdrawing his election to have such notes purchased; and



(8)

that holders which elect to have their notes purchased only in part will be issued new notes in a principal amount equal to the unpurchased portion of the notes surrendered.

        On the Repurchase Date, Atlantic Power will, to the extent lawful:

•

accept for payment notes or portions thereof tendered pursuant to the Change of Control Offer;

•

deposit with the paying agent money sufficient to pay the purchase price of all notes or portions thereof so tendered; and

•

deliver or cause to be delivered to the Trustee notes so accepted together with an officer's certificate identifying the notes or portions thereof tendered to Atlantic Power.

148

        The paying agent will promptly deliver to the holders of the notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and deliver to such holders a new Note of the same series in a principal amount equal to any unpurchased portion of the Note surrendered. Atlantic Power will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Repurchase Date.

        Atlantic Power will comply with all applicable tender offer rules, including without limitation Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes, in connection with a Change of Control Offer.

        "Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with") when used with respect to any Person is defined to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Board of Directors" means either the Board of Directors of Atlantic Power or (except for the purposes of clause (iii) of the definition of "Change of Control") any committee of such Board of Directors duly authorized to act under the Indenture.

        "Capital Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of, or interests in (however designated), the equity of such Person which is outstanding or issued on or after the date of the Indenture, including, without limitation, all Common Stock and Preferred Stock and partnership and joint venture interests of such Person.

        "Common Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of common stock of such Person which is outstanding or issued on or after the date of the Indenture, including, without limitation, all series and classes of such common stock.

        "Change of Control" means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Atlantic Power (determined on a consolidated basis) to any Person or group (as that term is used in Section 13(d)(3) of the Exchange Act) of Persons, (ii) a Person or group (as so defined) of Persons (other than any Wholly Owned Subsidiary of Atlantic Power) will have become the beneficial owner of more than 50% of the outstanding Voting Stock of Atlantic Power, or (iii) during any one-year period, individuals who at the beginning of such period constituted the Board of Directors (together with any new director whose election or nomination was approved by a majority of the directors then in office who were either directors at the beginning of such period or who were previously so approved) cease to constitute a majority of the Board of Directors.

        "Change of Control Triggering Event" means the occurrence of a Rating Event and a Change of Control.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

149

        "Preferred Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of preferred or preference stock of such Person which is outstanding or issued on or after the date of the Indenture.

        "Rating Agencies" means, with respect to any series of notes, (a) each of Moody's and S&P, and (b) if either Moody's or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a "nationally recognized statistical rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by us as a replacement Rating Agency for a former Rating Agency.

        "Rating Event" means the rating on the notes of such series is lowered by both Rating Agencies on any day within the period commencing on the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or our intention to effect a Change of Control, and ending 60 days following the consummation of such Change of Control (which 60-day period will be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies).

        It shall be Atlantic Power's obligation to determine if a Rating Event has occurred and the Trustee shall have no obligation to determine or verify if such an event has occurred or to notify the holders is such an event has occurred.

        "Voting Stock" means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors of such Person or other Persons performing similar functions.

Optional Redemption

        Except as described below, the notes are not redeemable until November 15, 2014. On and after November 15, 2014, we may redeem the notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as a percentage of principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest on the notes, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date following, on or prior to such redemption date), if redeemed during the twelve-month period beginning on November 15th of the years indicated below:

Year	Percentage
2014		104.500	%
2015		102.250	%
2016 and thereafter		100.00	%

        Prior to November 15, 2014, we may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 109% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date following on or prior to such redemption date); provided that at least 65% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; provided further that each redemption occurs within 90 days of the date of closing of each such Equity Offering.

        In addition, at any time prior to November 15, 2014, we may redeem the notes, in whole but not in part, upon not less than 30 nor more than 60 days' prior notice mailed to each holder, with a copy to the Trustee, or otherwise in accordance with the procedures of the depositary at a redemption price

150

equal to 100% of the aggregate principal amount of the notes plus the Applicable Premium (as defined below), plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date following, on or prior to such redemption date).

        If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such record date, and no additional interest will be payable to holders whose notes will be subject to redemption by Atlantic Power.

        In the case of any partial redemption, selection of the notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed (if such listing is known to the Trustee) or, if the notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate or in accordance with DTC procedures, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note.

        Any redemption or notice may, at our discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.

        If Atlantic Power or any Guarantor has become obligated to pay, on the next due date on which any amount may be payable with respect to the notes, any Additional Amounts (as defined below) as a result of a change (in, or amendment to, the laws or regulations of any Relevant Taxing Jurisdiction (including a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date and that, in practice, is treated as having the force of law at the time it is proposed), or a change in, or amendment to, any official position regarding the application or interpretation thereof (including by virtue of a holding by a court of competent jurisdiction), which change or amendment is publicly announced and becomes effective after the issue date of the notes (or, where the Relevant Taxing Jurisdiction did not become a Relevant Taxing Jurisdiction until a later date, after such later date), and such obligation to pay Additional Amounts cannot be avoided by commercially reasonable measures, then Atlantic Power may, at its option, redeem the notes then outstanding, in whole but not in part, upon not less than 30 nor more than 60 days' notice (such notice to be provided not more than 90 days before the next date on which it would be obligated to pay Additional Amounts), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date) and any applicable Additional Amounts.

        Notice of Atlantic Power's intent to redeem the notes shall not be effective until such time as it delivers to the Trustee, (1) an Officer's Certificate stating that Atlantic Power has or will become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described in this paragraph, and such obligation cannot be avoided by commercially reasonable measures, and (2) an opinion of independent tax counsel qualified to practice in Canada (the choice of such counsel to be subject to the prior written approval of the Trustee (such approval not to be unreasonably withheld)) to the effect that there has been such amendment or change which would entitle the Issuer to redeem the notes hereunder.

        "Applicable Premium" means, with respect to a Note on any date of redemption, the greater of:

        (1)   1.0% of the principal amount of such Note, and

151

        (2)   the excess, if any, of (a) the present value as of such date of redemption of (i) the redemption price of such Note on November 15, 2014 (such redemption price being described under "Optional Redemption") plus (ii) all required interest payments due on such Note through November 15, 2014 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points, over (b) the then-outstanding principal of such Note.

        The Trustee shall have no duty to calculate, or verify the calculation of, the Applicable Premium.

        "Net Cash Proceeds" means, with respect to any issuance or sale of Capital Stock, the cash proceeds of such issuance or sale, net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

        "Equity Offering" means an offering for cash by Atlantic Power of its Capital Stock, or options, warrants or rights with respect to its Capital Stock, other than (x) offerings with respect to Atlantic Power's Capital Stock, or options, warrants or rights, registered on Form S-4 or S-8, (y) an issuance to any Subsidiary or (z) any offering of Capital Stock issued in connection with a transaction that constitutes a Change of Control.

Payment of Additional Amounts

        All payments made by or on behalf of Atlantic Power under or with respect to the notes, or by or on behalf of any Guarantor under or with respect to any Guarantee, are required to be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest, additions to tax and other liabilities related thereto) (hereinafter referred to as "Taxes") imposed or levied by or on behalf of the government of Canada, any province or territory of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which Atlantic Power or any such Guarantor is organized, or is otherwise carrying on business in, or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made by or on behalf of Atlantic Power or any Guarantor, or (in each case) any political subdivision or authority or agency therein or thereof having power to tax (each, a "Relevant Taxing Jurisdiction"), unless such Person or other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If such Person or other withholding agent is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the notes or a Guarantee, Atlantic Power or the applicable Guarantor (each, a "Payor") will be required to pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by a beneficial owner of notes (including Additional Amounts) after such withholding or deduction will not be less than the amount such beneficial owner of notes would have received if such Taxes (including Taxes on any Additional Amounts) had not been withheld or deducted; provided, however, that the foregoing obligations to pay Additional Amounts do not apply to (1) any Canadian taxes imposed on any holder or beneficial owner of notes with which the applicable Payor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of the payment; or (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder or beneficial owner of notes and the Relevant Taxing Jurisdiction including, for greater certainty and without limitation, being or having been a citizen, resident or national thereof, or being or having been engaged in a trade or business therein or maintaining a permanent establishment or other physical presence in or otherwise having some connection with the Relevant Taxing Jurisdiction (other than any connection arising solely from the acquisition, ownership or disposition of such Note or a beneficial

152

interest therein, the enforcement of rights under a Note or any Guarantee or the receipt of any payment in respect thereof under a Note or any Guarantee); nor will Additional Amounts be paid (a) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or on the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (b) to the extent relating to Taxes imposed by reason of the holder's or beneficial owner's failure to comply with any certification, documentation or information requirement or required to provide other evidence concerning such holder's or beneficial owner's nationality, residence, identity or connection with the Relevant Taxing Jurisdiction if such compliance or information is required by law, regulation, administration practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes to which such Holder or beneficial owner is legally entitled; or (c) any combination of any of the above clauses (any such Tax in respect of which Additional Amounts are payable, an "Indemnified Tax").

        The applicable Payor, if it is the applicable withholding agent, will make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. Atlantic Power will provide the Trustee (and, upon written request, any holder) with official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

        If a Payor determines that it is or will become obligated to pay Additional Amounts in respect of any amount payable under or with respect to the notes or any Guarantee, at least 30 days prior to the date of payment of such amount, such Payor will deliver to the Trustee an Officer's Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date.

        Whenever in the Indenture there is mentioned in any context:

        (1)   the payment of principal;

        (2)   redemption prices or purchase prices in connection with a redemption or purchase of notes;

        (3)   interest; or

        (4)   any other amount payable under or with respect to any of the notes or any Guarantee; such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

        Atlantic Power and the Guarantors will indemnify and hold harmless a holder or beneficial owner of the notes for the amount of any Indemnified Taxes (including for greater certainty Taxes payable pursuant to Regulation 803 of the Income Tax Regulations (Canada)) levied or imposed and paid by such holder or beneficial owner as a result of payments made under or with respect to the notes or any Guarantee, or with respect to any reimbursement under this clause, in all cases to the extent that no Additional Amounts have previously been paid in respect thereof.

        We will pay any present or future stamp, court or documentary taxes or any other excise, property or similar Taxes, charges or levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the notes, the Guarantees, the Indenture or any other document or instrument in relation thereof, or the receipt of any payments under or with respect to the notes or any Guarantees and we will agree to indemnify the holders or beneficial owners of notes for

153

any such amounts (including penalties, interest, additions to tax and other liabilities related thereto) paid by such holders or beneficial owners.

        The obligations described under this heading will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction, in which any successor Person to Atlantic Power or any Guarantor is organized, doing business as resident for tax purposes or any jurisdiction through which any payment is made by or on behalf of such successor Person, or any political subdivision or authority or agency therein or thereof having power to tax.

Certain Covenants of Atlantic Power

Limitations on the Incurrence of Debt and Issuance of Disqualified Stock

        Atlantic Power will not, and will not permit any of the Guarantors to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any indebtedness for borrowed money represented by notes, bonds, loans, debentures or similar evidences of indebtedness (other than Permitted Indebtedness) or issue any shares of Disqualified Stock unless the Fixed Charge Coverage Ratio of Atlantic Power for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such indebtedness is incurred or such Disqualified Stock is issued would have been at least 1.75 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the indebtedness had been incurred or the Disqualified Stock had been issued at the beginning of such four-quarter period.

Restrictions on Secured Debt

        If Atlantic Power incurs, issues, assumes or guarantees any indebtedness for borrowed money represented by notes, bonds, debentures or other similar evidences of indebtedness, secured by a mortgage, pledge or other lien on any Principal Property (as defined below) or any Capital Stock or indebtedness held directly by Atlantic Power, Atlantic Power will secure the notes equally and ratably with (or prior to) such indebtedness, so long as such indebtedness will be so secured, unless after giving effect thereto the aggregate amount of all such indebtedness so secured, together with all Attributable Debt (as defined below) in respect of sale and leaseback transactions involving Principal Properties, would not exceed 15% of the Consolidated Net Assets (as defined below) of Atlantic Power. This restriction will not apply to, and there will be excluded in computing secured indebtedness for the purpose of such restriction, indebtedness that (1) consists of (a) purchase money mortgages and construction cost mortgages existing at or incurred within 365 days of the time of acquisition or completion of such construction or commencement of full operation of such property, whichever is later, or (b) any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels) or (2) is secured by (a) property of or equity interests held by any Subsidiary of Atlantic Power, (b) liens on property of, or on any equity interests on or held by or debt of, any Person existing at the time such Person becomes a Subsidiary, (c) liens in favor of Atlantic Power or any Subsidiary, (d) liens in favor of United States or foreign governmental bodies to secure partial, progress, advance or other payments, (e) liens on property, shares of stock or debt existing at the time of acquisition thereof (including acquisition through merger or consolidation), (f) liens existing on the first date on which any notes issued under the Indenture are authenticated by the Trustee, (g) liens under one or more Credit Facilities for indebtedness in an aggregate principal amount not to exceed the greater of (i) $350,000,000 and (ii) 10% of Consolidated Net Assets at any time outstanding, (h) liens incurred in connection with pollution control, industrial revenue or similar financings, (i) mechanics' or materialmen's liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen's compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money),

154

deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (j) undetermined mortgages and charges incidental to construction or maintenance; (k) liens on deposits required by any Person with whom Atlantic Power or any Subsidiary enters into forward contracts, futures contracts, swap agreements or other commodities contracts in the ordinary course of business and in accordance with established risk management policies; and (l) any extension, renewal, refinancing or replacement of any debt secured by any liens referred to in the foregoing clauses (1)(a) through (b) and (2)(a) through (k), inclusive. As of the date of this prospectus, Atlantic Power does not own or lease any Principal Property.

        "Principal Property" means any building, structure or other facility (together with the land on which it is erected and fixtures comprising a part thereof) used primarily for power generation, transmission or distribution directly owned or leased by Atlantic Power and having a net book value in excess of 2% of Consolidated Net Assets, except such as the principal executive officer, president and principal financial officer of Atlantic Power determine in good faith is not of material importance to the total business conducted or assets owned by Atlantic Power and its Subsidiaries, taken as a whole.

        "Consolidated Net Assets" means the aggregate amount of assets (less reserves and other deductible items) after deducting current liabilities, as shown on the consolidated balance sheet of Atlantic Power and its Subsidiaries contained in the latest quarterly or annual report, as the case may be, furnished to the holders of notes in accordance with the provisions described in "—Reports."

        "Credit Facilities" means one or more debt facilities, including the Senior Secured Revolving Credit Facility, or other financing arrangements (including, without limitation, commercial paper facilities with banks or other institutional lenders or investors or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that refinance any part of the loans, notes or other securities, other credit facilities or commitments thereunder, including any such refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under the Indenture) or adds Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

        "Attributable Debt" means the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligations for net rental payments required to be paid during the remaining term of any lease of more than 12 months.

        "Subsidiary" means, with respect to any person, any corporation, association or other business entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such person.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of indebtedness, the U.S. dollar-equivalent principal amount of indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such indebtedness was incurred, in the case of term indebtedness, or first committed, in the case of revolving credit indebtedness; provided that if such indebtedness is incurred to refinance other indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of

155

this covenant, the maximum amount of indebtedness that Atlantic Power may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing indebtedness is denominated that is in effect on the date of such refinancing.

Restrictions on Sale and Leasebacks

        Atlantic Power may not enter into any sale and leaseback transaction involving any Principal Property, the acquisition or completion of construction and commencement of full operation of which has occurred more than one year prior thereto, whichever is later, unless (a) Atlantic Power could incur a lien on such property under the restrictions described above under "Restrictions on Secured Debt" securing indebtedness in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally and ratably securing the notes, (b)(1) Atlantic Power receives fair market value for the Principal Property sold as determined by the principal executive officer, president or principal financial officer of Atlantic Power and (2) Atlantic Power, within one year after such sale or transfer, applies to (i) the retirement of its indebtedness for borrowed money (including the notes) and/or (ii) the acquisition of assets that are used or useful in the business of Atlantic Power or its subsidiaries, in each case, with the Net Proceeds of the sale of the Principal Property sold and leased pursuant to such arrangement, (c) any sale and leaseback transaction involving a lease for a period, including renewals, of not more than three years, and (d) such transaction was for the sale and leasing back to Atlantic Power of any Principal Property by one of its Subsidiaries.

        Notwithstanding the foregoing, Atlantic Power may effect any sale and leaseback transaction that is not excepted by clauses (a) through (d), inclusive, of the preceding paragraph; provided that the Attributable Debt from such sale and leaseback transaction, together with the aggregate principal amount of outstanding indebtedness secured by liens upon Principal Properties, does not exceed 10% of Atlantic Power's Consolidated Net Assets.

        "Net Proceeds" means the aggregate cash proceeds received by Atlantic Power in respect of the sale of the Principal Property sold and leased pursuant to any sale and leaseback transaction, net of the direct costs relating to such transaction, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the transaction, taxes paid or payable as a result of the transaction, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of indebtedness and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

Limitations on Restricted Payments

        Atlantic Power will not, and will not permit any of its Subsidiaries to, directly or indirectly:

        (a)   declare or pay any dividend or make any other payment or distribution on account of Atlantic Power or any of its Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Atlantic Power or any of its Subsidiaries) or to the direct or indirect holders of Atlantic Power's or any of its Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Atlantic Power or to Atlantic Power or a Subsidiary of Atlantic Power); or

        (b)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Atlantic Power) any Equity Interests of

156

Atlantic Power or any direct or indirect parent of Atlantic Power (other than any such Equity Interests owned by Atlantic Power or any Subsidiary of Atlantic Power),

(all such payments and other actions set forth in these clauses (a) and (b) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

        (1)   no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

        (2)   Atlantic Power, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the covenant described above under the caption "—Limitations on the Incurrence of Debt and Issuance of Disqualified Stock."

        The preceding provisions will not prohibit:

        (1)   the payment of any dividend within 90 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the Indenture;

        (2)   (a) the making of any Restricted Payment in exchange for, or out of the aggregate proceeds of the sale (other than to a Guarantor of Atlantic Power) of, Equity Interests of Atlantic Power (other than Disqualified Stock) or from the contribution of equity capital (unless such contribution would constitute Disqualified Stock) to Atlantic Power ("Refunding Capital Stock") and (b) if immediately prior to any Restricted Payment that consists of redeeming, repurchasing, retiring or otherwise acquiring Equity Interests ("Treasury Capital Stock"), the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

        (3)   the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Subsidiary of Atlantic Power to the holders of its Equity Interests on a pro rata basis;

        (4)   (a) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Atlantic Power or any Subsidiary of Atlantic Power held by any current or former officer, director or employee of Atlantic Power or any of its Subsidiaries (or permitted transferees of such persons, including, without limitation, their spouses or former spouses or estates or the beneficiaries of such estates), pursuant to any equity subscription agreement, stock option agreement, severance agreement, shareholders' agreement or similar agreement or employee benefit plan or (b) the cancellation of indebtedness owing to Atlantic Power or any of its Subsidiaries from any current or former officer, director or employee of Atlantic Power or any of its Subsidiaries in connection with a repurchase of Equity Interests of Atlantic Power or any of its Subsidiaries; provided that the aggregate price paid for the actions in clause (a) may not exceed $5.0 million in any twelve-month period (with unused amounts in any period being carried over to succeeding periods); provided further that (i) such amount in any calendar year may be increased by the cash proceeds of "key man" life insurance policies received by Atlantic Power and its Subsidiaries after the date of the Indenture less any amount previously applied to the making of Restricted Payments pursuant to this clause (4) since the date of the Indenture and (ii) cancellation of the indebtedness owing to Atlantic Power from employees, officers, directors and consultants of Atlantic Power or any of its Subsidiaries in connection with a repurchase of

157

Equity Interests of Atlantic Power from such Persons shall be permitted under this clause (4) as if it were a repurchase, redemption, acquisition or retirement for value subject hereto;

        (5)   (a) the repurchase of Equity Interests in connection with the exercise of stock options or warrants or the vesting of restricted stock, restricted stock units, deferred stock units or any similar securities, to the extent such Equity Interests represent a portion of the exercise price of such securities (or withholding of Equity Interests to pay related withholding taxes with regard to the exercise of such stock options or the vesting of any such restricted stock, restricted stock units, deferred stock units or any similar securities) and (b) payments of cash, dividends, distributions, advances or other Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants, (ii) the vesting or settlement of restricted stock, restricted stock units, deferred stock units or any similar securities or (iii) the conversion or exchange of Equity Interests of any such Person;

        (6)   the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of (a) preferred stock outstanding on the date of the Indenture, (b) Disqualified Stock of Atlantic Power or any Subsidiary of Atlantic Power issued on or after the date of the Indenture in accordance with the terms of the Indenture or (c) preferred stock issued on or after the date of the Indenture in accordance with the terms of the Indenture;

        (7)   Restricted Payments to fund the payment of dividends on common stock of Atlantic Power of up to 6% per year out of the net proceeds received by Atlantic Power in connection with any Equity Offering;

        (8)   the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Capital Stock of Atlantic Power pursuant to any shareholders' rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights is not for the purpose of evading the limitations of this covenant (all as determined in good faith by Atlantic Power); and

        (9)   so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments since the date of the Indenture in an aggregate amount not to exceed the greater of $50.0 million and 2.0% of Consolidated Net Assets.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Atlantic Power or such Subsidiary, as the case may be, pursuant to the Restricted Payment.

Events of Default

        With respect the notes, an Event of Default, as defined in the Indenture, will occur if:

(1)

we default in paying principal or premium, if any, on the notes when due, upon acceleration, redemption or otherwise;



(2)

we default in paying interest on the notes when such interest becomes due, and the default continues for a period of 30 days;



(3)

we default in performing or breach any other covenant or agreement in the Indenture with respect to the notes and the default or breach continues for a period of 60 consecutive days (or 120 consecutive days in the case of a Reporting Failure) after written notice to Atlantic Power by the Trustee or to Atlantic Power and the Trustee by the holders of 25% or more in aggregate principal amount of the notes issued under the Indenture affected thereby;

158

(4)

a court having jurisdiction enters a decree or order for:

•

relief in respect of Atlantic Power or any of our Material Subsidiaries (as defined below) in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect,

•

appointment of a receiver, interim receiver, receiver and manager, liquidator, assignee, custodian, trustee, sequestrator, or similar official of Atlantic Power or any of our Material Subsidiaries or for all or substantially all of the property and assets of Atlantic Power or any of our Material Subsidiaries, or

•

the winding up, liquidation dissolution, readjustment of debt or reorganization of the affairs of Atlantic Power or any of our Material Subsidiaries,

and, in each case, such decree or order will remain unstayed and in effect for a period of 60 consecutive days;

(5)

Atlantic Power or any of our Material Subsidiaries:

•

commences a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law,

•

consents to the appointment of or taking possession by a receiver, interim receiver, receiver and manager, liquidator, assignee, custodian, trustee, sequestrator, or similar official of Atlantic Power or any of our Material Subsidiaries or for all or substantially all of the property and assets of Atlantic Power or any of our Material Subsidiaries, or

•

effects any general assignment for the benefit of creditors, or



(6)

an event of default, as defined in any indenture or instrument evidencing or under which Atlantic Power has at the date of the Indenture or will thereafter have outstanding any indebtedness, will happen and be continuing and either (a) such default results from the failure to pay the principal of such indebtedness in excess of $40.0 million at final maturity of such indebtedness or (b) as a result of such default the maturity of such indebtedness will have been accelerated so that the same will be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration will not be rescinded or annulled within 60 days and the principal amount of such indebtedness, together with the principal amount of any other indebtedness of Atlantic Power in default, or the maturity of which has been accelerated, aggregates $40.0 million or more; provided that the Trustee will not be charged with knowledge of any such default unless written notice thereof will have been given to the Trustee by Atlantic Power, by the holder or an agent of the holder of any such indebtedness, by the trustee then acting under any indenture or other instrument under which such default will have occurred, or by the holders of not less than 25% in the aggregate principal amount of the notes then outstanding; and provided further that if such default will be remedied or cured by Atlantic Power or waived by the holder of such indebtedness, then the Event of Default under the Indenture by reason thereof will be deemed likewise to have been remedied, cured or waived without further action on the part of the Trustee, any holder of notes or any other person.

        If an Event of Default (other than an Event of Default specified in clause (4) or (5) with respect to Atlantic Power) with respect to the notes occurs and continues, then the Trustee or the holders of at least 25% in principal amount of the then outstanding notes may, by written notice to us, and the Trustee at the request of at least 25% in principal amount of the then outstanding notes will, declare the principal, premium, if any, and accrued interest on the notes to be immediately due and payable.

159

Upon declaration of acceleration, the principal, premium, if any, and accrued interest of the notes will be immediately due and payable.

        If an Event of Default specified in clause (4) or (5) above occurs with respect to Atlantic Power, the principal, premium, if any, and accrued interest on the notes will be immediately due and payable, without any declaration or other act on the part of the Trustee or any holder. The holders of at least a majority in principal amount of the then outstanding notes that have been accelerated, by written notice to us and to the Trustee, may waive all past defaults with respect to the notes and rescind and annul a declaration of acceleration with respect to the notes if:

•

all existing Events of Default, other than the nonpayment of the principal, premium, if any, and interest on the notes that have become due solely by that declaration of acceleration, have been cured or waived; and

•

the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

        For information as to the waiver of defaults, see "—Modification and Waiver."

        The holders of at least a majority in principal amount of the then outstanding notes may direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of holders of the notes who did not join in giving that direction and the Trustee may take any other action it deems proper that is not inconsistent with the direction received from holders of outstanding notes. A holder of notes may not pursue any remedy with respect to the Indenture unless:

•

the holder gives the Trustee written notice of a continuing Event of Default;

•

the holders of at least 25% in principal amount of the then outstanding notes make a written request to the Trustee to pursue the remedy;

•

the holder or holders offer and, if requested, provide the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

•

the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

•

within that 60-day period, the holders of at least a majority in principal amount of the then outstanding notes do not give the Trustee a written direction that is inconsistent with the request.

        However, these limitations do not apply to the right of any holder of the notes to receive payment of the principal, premium, if any, or interest on, the notes or to bring suit for the enforcement of any payment, on or after the due date expressed in the notes, which right will not be impaired or affected without the consent of the holder.

        The Indenture requires that certain of our officers certify, on or before a date not more than four months after the end of each fiscal year, that to the best of those officers' knowledge, we have fulfilled all our obligations under the Indenture. We are also obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture.

        "Material Subsidiary" of any Person means, as of any date, any Subsidiary that would constitute a "significant subsidiary" within the meaning of Article 1 of Regulation S-X of the Securities Act of 1933, as amended.

160

        "Reporting Failure" means our failure to furnish with the Trustee (or file with the SEC in lieu thereof) all quarterly and annual financial and current reports that are required to be furnished in accordance with the provisions described in "—Reports." A Reporting Failure will be deemed to be cured and any resulting Default or Event of Default rescinded upon the furnishing or filing of such report or information with the Trustee (or the SEC in lieu thereof).

Certain Definitions

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

        (1)   an amount equal to any extraordinary loss (including any loss on the extinguishment or conversion of indebtedness) plus any net loss realized by such Person or any of its Subsidiaries in connection with an asset sale or other disposition to the extent such losses were deducted in computing such Consolidated Net Income; plus

        (2)   provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

        (3)   the Fixed Charges of such Person and its Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

        (4)   any expenses, accruals, payments or charges or any amortization thereof related to any equity offering, investment, acquisition, disposition, recapitalization or indebtedness permitted to be incurred by the indenture including a refinancing, amendment or modification thereof (whether or not successful), including such fees, expenses or charges related to the offering of the notes and related transactions described in this prospectus, and deducted in computing Consolidated Net Income; plus

        (5)   any professional and underwriting fees related to any equity or debt offering, investment, acquisition, recapitalization or indebtedness permitted to be incurred under the indenture and, in each case, deducted in such period in computing Consolidated Net Income; plus

        (6)   the amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests); plus

        (7)   any non-ash gain or loss attributable to mark to market adjustments in connection with Hedging Obligations; plus

        (8)   any writeoffs, writedowns or other non-cash losses or charges reducing Consolidated Net Income for such period, excluding any such loss or charge that represents an accrual or reserve for a cash expenditure for a future period; plus

        (9)   all items classified as extraordinary, unusual or nonrecurring non-cash losses or charges (including, without limitation, severance, relocation and other restructuring costs), and related tax effects according to GAAP to the extent such non-cash charges or losses were deducted in computing such Consolidated Net Income; plus

        (10) depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment and other non-cash charges and expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, depletion, amortization, impairment and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

161

        (11) all non-cash losses or expenses included or deducted in calculating net income (or loss) for such period, including, without limitation, any non-cash loss or expense due to the application of FAS No. 106 regarding post-retirement benefits, FAS No. 133 regarding hedging activity, FAS No. 142 regarding impairment of goodwill, FAS No. 150 regarding accounting for financial instruments with debt and equity characteristics and non-cash expenses deducted as a result of any grant of equity interests to employees, officers or directors, but excluding any non-cash loss or expense (A) that is an accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period or (B) relating to a write-down, write-off or reserve with respect to accounts and inventory; plus

        (12) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Atlantic Power or net cash proceeds of an issuance of equity interests of Atlantic Power (other than Disqualified Stock); plus

        (13) severance, signing bonus, relocation costs or expenses, any fees or expenses incurred or paid by Atlantic Power and its Subsidiaries in connection with the transactions described in this prospectus (including expenses in connection with any Hedging Obligations or other derivative instruments), integration costs, duplicative running costs, transition costs, pre-opening, opening, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring strategic initiatives, costs incurred in connection with acquisitions (whether or not successful) and non-recurring costs and charges (including costs and expenses relating to business optimization programs and new systems design and implementation costs, project start-up costs and restructuring charges), accruals or reserves (including restructuring costs related to acquisitions after the date of the Indenture and to closure/consolidation of facilities, retention charges, systems establishment costs and excess pension charges), minus

        (14) non-cash gains increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP (including, without limitation, any increase in amortization or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to any acquisition that is consummated after the date of the Indenture).

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

        (1)   the Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions or other payments (including pursuant to other intercompany payments) paid or payable in cash or cash equivalents to the specified Person or a Subsidiary of the Person;

        (2)   the cumulative effect of a change in accounting principles will be excluded;

        (3)   any net after-tax non-recurring or unusual gains, losses (less all fees and expenses relating thereto) or other charges or revenue or expenses (including, without limitation, relating to severance, relocation and one-time compensation charges) shall be excluded;

        (4)   any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees shall be excluded, whether under FASB 123R or otherwise;

162

        (5)   any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded;

        (6)   any gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions shall be excluded;

        (7)   any gains and losses related to currency re-measurements of indebtedness (including the net loss or gain (i) resulting from Hedging Obligations for currency exchange risk and (ii) resulting from intercompany indebtedness) shall be excluded;

        (8)   any adjustments resulting from the application of FAS No. 133 and International Accounting Standard No. 39 and their respective related pronouncements and interpretations shall be excluded;

        (9)   any income (loss) for such period attributable to the extinguishment of (i) indebtedness, (ii) obligations under any Hedging Obligation or (iii) other derivative instruments, shall be excluded; and

        (10) any impairment charge or asset write-off pursuant to Financial Accounting Statement No. 142 and No. 144 or any successor pronouncement shall be excluded.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the applicable series of notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Atlantic Power to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Atlantic Power may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that Atlantic Power and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, determined on a consolidated basis, the ratio of the Consolidated Cash Flow of such Person and its subsidiaries for such period to the Fixed Charges of such Person and its subsidiaries for such period. In the event that the specified Person or any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (for purposes of this definition, the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Atlantic Power (and may include, for the avoidance of

163

doubt, cost savings and operating expense reductions resulting from such investment, disposition, acquisition, merger or consolidation which is being given pro forma effect that have been or are expected to be realized).

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

        (1)   investments and acquisitions that have been made by the specified Person or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by the specified Person or any of its Subsidiaries, and including any related financing transactions and including increases in ownership of Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on the same pro forma basis;

        (2)   the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

        (3)   the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date;

        (4)   any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during such four-quarter period;

        (5)   any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during such four-quarter period;

        (6)   if any indebtedness that is being incurred on the Calculation Date bears a floating rate of interest, the interest expense on such indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such indebtedness);

        (7)   interest on a capitalized lease obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Atlantic Power to be the rate of interest implicit in such capitalized lease obligation in accordance with GAAP;

        (8)   interest on any indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such indebtedness during the applicable period; and

        (9)   interest on indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen or, if none, then based upon such optional rate chosen as Atlantic Power may designate

        If since the beginning of such period any Person (that subsequently became a Subsidiary or was merged with or into Atlantic Power or any Subsidiary since the beginning of such period) shall have made any investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such investment, acquisition or disposition, or classification of such operation as discontinued had occurred at the beginning of the applicable four-quarter period.

164

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, to the extent such expense was deducted in computing Consolidated Net Income, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedge Agreements or other derivative instruments pursuant to GAAP), the interest component of any deferred payment obligations, the interest component of all payments associated with capital lease obligations (as determined in accordance with GAAP), imputed interest with respect to Attributable Debt, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

        (2)   the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period; plus

        (3)   any interest accruing on indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a lien on assets of such Person or one of its Subsidiaries, whether or not such guarantee or lien is called upon; plus

        (4)   the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Subsidiaries, other than dividends on Equity Interests payable in Equity Interests of Atlantic Power (other than Disqualified Stock) or to Atlantic Power or a Subsidiary of Atlantic Power, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; minus

        (5)   interest income for such period.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of the Indenture; provided, however, that if any operating lease would be recharacterized as a capital lease due to changes in the accounting treatment of such operating leases under GAAP since the date of the Indenture, then solely with respect to the accounting treatment of any such lease, GAAP shall be interpreted as it was in effect on the date of the Indenture. At any time after the date of the Indenture, Atlantic Power may elect to apply IFRS accounting principles in lieu of GAAP and upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS as in effect on the date of any such election (except as otherwise expressly provided); provided that any such election, once made, shall be irrevocable; provided further that any calculation or determination in the Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to Atlantic Power's election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. Atlantic Power shall give written notice of any such election made in accordance with this definition to the Trustee.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements, and

165

        (2)   (i) agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates, commodity prices or commodity transportation or transmission pricing or availability; (ii) any netting arrangements, power purchase and sale agreements, fuel purchase and sale agreements, swaps, options and other agreements, in each case, that fluctuate in value with fluctuations in energy, power or gas prices; and (iii) agreements or arrangements for commercial or trading activities with respect to the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service.

        "indebtedness" means indebtedness for borrowed money represented by notes, bonds, loans, debentures or similar evidences of indebtedness to the extent such indebtedness would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP; provided that indebtedness will not be deemed to include undrawn letters of credit or reimbursement obligations repaid within 90 days.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends or accretion.

        "Permitted Indebtedness" means, with respect to Atlantic Power or any of the Guarantors,

(1)

indebtedness outstanding under one or more Credit Facilities for indebtedness in an aggregate principal amount not to exceed the greater of (i) $350,000,000 and (ii) 10% of Consolidated Net Assets at any time outstanding;



(2)

indebtedness represented by purchase money mortgages and construction cost mortgages existing at or incurred within 365 days of the time of acquisition or completion of such construction or commencement of full operation of such property, whichever is later;



(3)

indebtedness represented by any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels);



(4)

indebtedness represented by the notes and the Guarantees issued on the date of the indenture (and any Guarantees of the Notes issued after the date of the Indenture) and any notes issued in exchange for the notes (including any Guarantees thereof) pursuant to the Registration Rights Agreement;



(5)

indebtedness outstanding on the date of the indenture (and indebtedness acquired in connection with the acquisition of the Partnership to the extent described in the Offering Memorandum related to the offering and sale of the notes);



(6)

indebtedness in respect of workmen's compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges;



(7)

undetermined mortgages and charges incidental to construction or maintenance;



(8)

indebtedness under any Hedging Obligation;



(9)

indebtedness of Atlantic Power to a Guarantor or a Subsidiary or indebtedness of a Guarantor to Atlantic Power or another Subsidiary that is not a Guarantor; provided that any such indebtedness owing to a Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the notes;

166

(10)

indebtedness represented by cash management obligations and other obligations in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts;



(11)

indebtedness arising from agreements of Atlantic Power or any Guarantor providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary;



(12)

indebtedness and obligations in respect of (i) standby letters of credit, performance, bid, appeal and surety bonds, completion guarantees, bank guarantees, workers' compensation claims, self-insurance obligations, bankers' acceptances, statutory, appeal, completion, export or import, indemnities, customs, revenue bonds or similar instruments, including guarantees or obligations with respect thereto, and similar obligations provided by Atlantic Power or any of the Guarantors in the ordinary course of business and (ii) deferred compensation or other similar arrangements incurred by Atlantic Power or any of the Guarantors;



(13)

indebtedness consisting of indebtedness issued by Atlantic Power or any Guarantor to current or former officers, directors, employees or consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Atlantic Power, any Guarantor or any of their direct or indirect parent companies to the extent described in clause (4) of the second paragraph under the caption "—Limitations on Restricted Payments";



(14)

the incurrence of indebtedness or the issuance of Disqualified Stock by Atlantic Power or any of the Guarantors the net proceeds of which are used to finance an acquisition of Persons (including the acquisition portion of the Transaction) by Atlantic Power or any of the Guarantors or a merger of such Persons into Atlantic Power or any of its Guarantors not in violation of the terms of this Indenture;



(15)

the incurrence of Atlantic Power or any of the Guarantors of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any indebtedness (other than intercompany indebtedness) that was permitted by the indenture to be incurred under the covenant described in "—Limitations on the Incurrence of Indebtedness and Issuance of Preferred Stock" and clauses (4), (5), (14), (15) and (16); and



(16)

additional indebtedness or Disqualified Stock in aggregate amount at any time outstanding not to exceed 15% of the Consolidated Net Assets.

For purposes of determining compliance with the "—Limitations on the Incurrence of Indebtedness and Issuance of Disqualified Stock" covenant and this definition of "Permitted Indebtedness," in the event that an item of proposed indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the covenant described in "—Limitations on the Incurrence of Indebtedness and Issuance of Disqualified Stock", Atlantic Power will be permitted to classify such item of indebtedness or Disqualified Stock on the date of its incurrence or issuance, or later reclassify all or a portion of such item of indebtedness or Disqualified Stock, in any manner that complies with such covenant and definition. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Indebtedness. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any indebtedness in the form of additional indebtedness with the same terms, the reclassification of preferred stock as indebtedness due to a change in accounting principles, and the payment of dividends

167

on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Atlantic Power as accrued. Notwithstanding any other provision of this covenant, the maximum amount of indebtedness that Atlantic Power or any Subsidiary may incur or Disqualified Stock they may issue pursuant to such covenant and definition of Permitted Indebtedness shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

        The amount of any indebtedness outstanding as of any date will be:

        (1)   the accreted value of the indebtedness, in the case of any indebtedness issued with original issue discount;

        (2)   the principal amount of the indebtedness, in the case of any other indebtedness; and

        (3)   in respect of indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

        (a)   the fair market value of such assets at the date of determination; and

        (b)   the amount of the indebtedness of the other Person.

        "Permitted Refinancing Indebtedness" means any indebtedness of Atlantic Power or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other indebtedness of Atlantic Power or any of its Subsidiaries (other than intercompany indebtedness); provided that:

        (1)   the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

        (2)   such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

        (3)   if the indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

        (4)   such indebtedness is incurred either by Atlantic Power or by the Subsidiary who is the obligor on the indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

Modification and Waiver

        The Indenture may be amended or supplemented without the consent of any holder of the notes to:

•

cure ambiguities, defects, or inconsistencies;

168

•

comply with the terms in "Restriction on Mergers, Consolidations and Sales of Assets" described below;

•

comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended;

•

to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the notes;

•

to establish the form or terms of the notes;

•

to convey, transfer, assign, mortgage or pledge to the Trustee as security for the notes any property or assets;

•

to supplement any provision of this Indenture to such extent as will be necessary to permit or facilitate the defeasance or discharge of the notes, provided that such change or modification does not adversely affect the interests of the Holders of the notes;

•

provide for the issuance of Additional Notes ranking equally with the notes in all respects (other than (A) the payment of interest accruing prior to the issue date of such Additional Notes and (B) the first payment of interest following the issue date of such Additional Notes);

•

conform any provision to the "Description of the Notes" contained in the prospectus to the notes;

•

make any change in the Guarantee that would not materially and adversely affect the Holders;

•

to add a Guarantor;

•

evidence and provide for the acceptance of appointment with respect to the notes by a successor Trustee; and

•

make any change that does not materially and adversely affect the rights of any holder.

        Other modifications and amendments of the Indenture may be made with the consent of the holders of not less than a majority in principal amount of the notes then outstanding. However, no modification or amendment may, without the consent of each holder affected:

•

change the stated maturity of the principal of, or any sinking fund obligation or any installment of interest on, the notes;

•

reduce the principal amount, premium, if any, or interest on the notes;

•

reduce the above-stated percentage of outstanding notes, the consent of whose holders is necessary to modify or amend the Indenture with respect to the notes;

•

reduce the percentage or principal amount of outstanding notes of any series, the consent of whose holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain default; or

•

change the definition of "Change of Control" after a Change of Control occurs.

Additional Subsidiary Guarantees

        If any of our Wholly Owned Domestic Subsidiaries, including any Wholly Owned Domestic Subsidiary that we or any of our Subsidiaries may organize, acquire or otherwise invest in after the date of the Indenture that is not a Guarantor guarantees or becomes obligated to guarantee the Senior Secured Revolving Credit Facility under the terms of the Senior Secured Revolving Credit Facility, then such Domestic Subsidiary will (i) execute and deliver to the Trustee a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee all of Atlantic Power's obligations

169

under the notes and the Indenture on the terms set forth in the Indenture and (ii) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Subsidiary. Thereafter, such Domestic Subsidiary will be a Guarantor for all purposes of the Indenture; provided, however, that to the extent that a Domestic Subsidiary is subject to any instrument governing indebtedness existing at the time such Person becomes a Subsidiary, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Guarantee, such Domestic Subsidiary will not be required to execute such a supplemental indenture until it is permitted to issue such a Guarantee pursuant to the terms of such indebtedness; provided further, however, that any such Guarantee will be released as provided under the last paragraph above under "—The Guarantees."

Restriction on Mergers, Amalgamations, Consolidations and Sales of Assets

        Pursuant to the Indenture, we may not consolidate with, merge with or into, amalgamate with or transfer all or substantially all of our assets to any Person unless:

•

Atlantic Power will be the resulting, surviving or continuing Person, or, if Atlantic Power is not the resulting, surviving or continuing Person, the Person formed by such consolidation or amalgamation or into which we merged or to which properties and assets of ours are transferred is a solvent corporation organized and existing under the laws of Canada, any province thereof or any territory thereof or the laws of the United States, any state thereof or the District of Columbia and expressly assumes in writing all our obligations under the notes; and

•

immediately after giving effect to such transaction, no Event of Default has occurred and is continuing.

        The Indenture will provide that each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of such Guarantee and the Indenture) will not, and we will not cause or permit any Guarantor to, consolidate, amalgamate with or merge with or into (whether or not such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey, or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any person other than to us or a Guarantor unless:

•

the Guarantor is the resulting, surviving or continuing person or the person formed by or resulting, surviving or continuing any such consolidation, amalgamation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, or the laws of Canada, any province thereof or any territory thereof;

•

the person formed by or resulting, surviving or continuing any such consolidation, amalgamation or merger (if other than the Guarantor) or the person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Guarantor, pursuant to a supplemental indenture, under the notes and the Indenture; and

•

immediately after giving effect to such transaction, no Event of Default has occurred and is continuing.

Reports

        Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, we will furnish to the Trustee and the holders of notes, within the time periods that are

170

applicable to us (or, if not applicable, would be if we were required to file such reports under Section 13(a) or 15(d) of the Exchange Act as a non-accelerated filer):

(1)

all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if we were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes our consolidated financial condition and results of operation and, with respect to the annual information only, a report thereon by our independent registered public accountants; and



(2)

all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports.

        We may satisfy our obligation to furnish such information to the Trustee at any time by filing such information with the SEC. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, we will post the reports specified in the preceding sentence on our website within the time periods that would apply if we were required to file those reports with the SEC. In addition, we agree that, until the consummation of the Exchange Offer contemplated under "—Exchange Offer; Registration Rights," we will furnish to any beneficial owner of notes or to any prospective purchaser of notes in connection with any sale thereof, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the notes pursuant to Rule 144A. So long as any notes are outstanding, we will also hold a conference call to discuss our results of operations and allow participants to ask questions at the end of each call within 10 Business Days from delivery of the quarterly and annual financial information discussed above.

Defeasance and Covenant Defeasance

        The Indenture provides that we are deemed to have paid and will be discharged from all obligations in respect of the notes on the date the deposit referred to below has been made, and that the provisions of the Indenture will no longer be in effect with respect to the notes (except for, among other matters, certain obligations to register the transfer or exchange of notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things,

•

we have deposited with the Trustee, in trust, money and/or United States Government Obligations that, through the payment of interest and principal in respect thereof, will provide money in an amount sufficient to pay the principal, premium, if any, and accrued interest on the notes, on the date due thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, in accordance with the terms of the Indenture and the notes;

•

we have delivered to the Trustee:



(a)

either:



(i)

an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the exercise of our option under this "Defeasance" provision and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if the deposit, defeasance, and discharge had not occurred, which opinion of counsel, in the case of a legal defeasance, must be based upon a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable U.S. federal income tax law or related treasury regulations after the date of the Indenture that a ruling is no longer required, or

171

(ii)

a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned opinion of counsel; and



(b)

an opinion of counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended, and on the date of the deposit the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

•

immediately after giving effect to that deposit on a pro forma basis, no Event of Default has occurred and is continuing on the date of the deposit, and the deposit will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party or by which we are bound; and

•

if at that time the notes are listed on a national securities exchange, we have delivered to the Trustee an opinion of counsel to the effect that the notes will not be delisted as a result of a deposit, defeasance and discharge.

        In the case of legal defeasance or covenant defeasance, Atlantic Power must deliver to the Trustee an opinion of counsel qualified to practice in Canada (such counsel acceptable to the Trustee, acting reasonably) or a ruling from the Canada Revenue Agency to the effect that holders of the outstanding notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such legal defeasance or covenant defeasance, as applicable, and will only be subject to Canadian federal, provincial income tax and other taxes on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance or covenant defeasance, as applicable, had not occurred.

Book-Entry, Delivery and Form

        The exchange notes will initially be represented by a global note in registered form without interest coupons attached (the "Global Notes"). The Global Note representing the notes will be deposited upon issuance with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. Except as set forth below, the Global Notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form ("Certificated Notes") except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes" below.

Depository Procedures

        The following description of the operations of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge you to contact the system or their participants directly to discuss these matters.

172

        DTC has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or the Indirect Participants. The ownership of interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and the Indirect Participants.

        DTC has also advised us that, pursuant to procedures established by it, ownership of interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, and additional interest, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, we and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee nor any agent of us or the trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of

173

notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount at maturity of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of us, the trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for Certificated Notes of the same series if:

        (1)   DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes, and we fail to appoint a successor depositary, or (b) has ceased to be a clearing agency registered under the Exchange Act;

        (2)   at our option, we notify the Trustee in writing that we elect to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a Default or Event of Default with respect to the notes.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes of the same series upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial

174

interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law.

Same Day Settlement and Payment

        We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and liquidated damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. We will make all payments of principal, interest and premium and liquidated damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder's registered address. The notes represented by the Global Notes are expected to trade in DTC's Same Day Funds Settlement System, and any permitted secondary market trading activity in the notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited and any crediting of this type will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

Governing Law

        The Indenture, the notes and the guarantees are governed by and construed in accordance with the laws of the State of New York.

Information Concerning the Trustee

        The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. Atlantic Power and its subsidiaries may maintain deposit accounts and conduct other banking transactions with the Trustee in the ordinary course of business. The Trustee is the Exchange Agent for the exchange offer.

        The indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. The Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

175

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following summary discusses certain U.S. federal income tax considerations relating to the exchange of Old Notes for Exchange Notes and the ownership and disposition of those Exchange Notes by a U.S. holder (as defined below). Non-U.S. persons considering an exchange of the Old Notes for Exchange Notes or other investment in the Exchange Notes should consult their own tax advisors about the tax consequences of exchanging, owning and disposing of notes.

        The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder, and administrative and judicial interpretations of the foregoing, all as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis which may materially and adversely affect the U.S. federal income tax consequences described herein. Except where otherwise stated, this summary deals only with notes held by U.S. holders as capital assets within the meaning of Section 1221 of the Code, and is applicable only to beneficial owners of the Exchange Notes who acquired them in the Exchange for Old Notes.

        This summary does not deal with all aspects of U.S. federal income taxation that may be relevant to particular U.S. holders in light of their specific circumstances. For example, this summary does not address tax considerations to U.S. holders who may be subject to special tax treatment, such as dealers in securities or currencies; brokers; financial institutions or "financial service entities;" tax-exempt entities; traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; regulated investment companies; real estate investment trusts; insurance companies; retirement plans; former citizens or long-term residents of the United States; partnerships, S corporations or other pass-through entities for U.S. federal income tax purposes or investors in such partnerships, S corporations or other pass-through entities; persons holding notes as part of a straddle, hedging, integrated, constructive sale or conversion transaction; and U.S. holders whose "functional currency" is not the U.S. dollar.

        This summary does not consider the effect of any applicable foreign, state, local or other tax laws, alternative minimum tax considerations, or any U.S. federal tax considerations other than U.S. federal income tax considerations (such as estate or gift tax considerations or Medicare tax considerations) for any U.S. holders.

        We have not sought any rulings from the Internal Revenue Service (the "IRS") with respect to the U.S. federal income tax considerations discussed below. The discussion below is not binding on the IRS or the courts. Accordingly, there can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of Old Notes for Exchange Notes and the ownership and disposition of those Exchange Notes or that any such position would not be sustained.

        As used herein, a "U.S. holder" is any beneficial owner of a note that is for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (1) it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.

176

        If any entity treated as a partnership for U.S. federal income tax purposes is a beneficial owner of a note, the U.S. federal income tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Prospective investors that are partnerships, and partners in such partnerships, should consult their own tax advisors about the U.S. federal income tax considerations of the exchange, ownership and disposition of the notes.

If you are considering exchanging your Old Notes for Exchange Notes, you should consult your own tax advisor concerning the U.S. federal income tax considerations to you of exchanging, owning and disposing of the notes, as well as any tax considerations that may arise under other U.S. federal tax laws or the laws of any other relevant foreign, state, local or other taxing jurisdiction.

Internal Revenue Service Circular 230 Notice

To ensure compliance with IRS Circular 230, you are hereby notified that: (a) any discussion of federal tax issues contained or referred to in this prospectus is not intended or written to be used, and cannot be used, by you for the purpose of avoiding penalties that may be imposed under the Code; (b) such discussion is written in connection with the promotion or marketing by us and the initial purchasers of the transactions or matters addressed herein; and (c) you should seek advice based on your particular circumstances from an independent tax advisor.

Exchange Offer

        The exchange of Old Notes for Exchange Notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes and a U.S. holder will have the same tax basis and holding period in the Exchange Notes as it had in the Old Notes. Furthermore, any OID, market discount or bond premium associated with Old Notes will be treated as OID, market discount or bond premium with respect to the Exchange Notes for which a U.S. holder exchanges the applicable Old Notes.

Effect of Certain Contingencies

        In certain circumstances (for example, see "Description of Exchange Notes—Repurchase of Notes Upon a Change of Control," "Description of Exchange Notes—Payment of Additional Amounts"), we may be obligated to pay amounts on the notes that are in excess of stated interest or principal on the notes. These potential contingencies may implicate the provisions of the Treasury regulations relating to "contingent payment debt instruments." Under these regulations, however, such contingencies should not cause the notes to be contingent payment debt instruments if, based on all facts and circumstances as of date on which such notes are issued, there is only a remote likelihood that any such contingencies will occur or such contingencies, in the aggregate, are considered incidental. We believe that the possibility of making such additional payments is remote and/or incidental and, accordingly, we do not intend to treat the notes as contingent payment debt instruments. Our position is binding on a U.S. holder unless such U.S. holder discloses its contrary position in the manner required by applicable Treasury regulations. Our determination, however, is not binding on the IRS and it may take a different position. If the IRS were to successfully challenge this position, a U.S. holder generally would be required to accrue ordinary income on its notes in excess of stated interest and any otherwise applicable original issue discount ("OID"), and to treat any income realized on the taxable disposition of a note as ordinary income rather than capital gain. The remainder of this discussion assumes that the Old Notes were not, and the Exchange Notes will not be, treated as contingent payment debt instruments. Investors should consult their own tax advisors regarding the possible application of the contingent payment debt instrument rules to the notes.

177

Stated Interest and Original Issue Discount on the Notes

        A U.S. holder generally will be required to recognize as ordinary income any stated interest paid or accrued on the notes, in accordance with such holder's regular method of accounting for U.S. federal income tax purposes.

        Because the stated principal amount of the Old Notes exceeded their issue price by more than a de minimis amount, the notes were treated as issued with OID. A U.S. holder that exchanges an Old Note for an Exchange Note will be required to continue to include the OID in gross income (as ordinary interest income) as it accrues (on a constant yield to maturity basis), in the same manner as if the Old Note had not been exchanged, before the receipt of cash payments attributable to the OID and regardless of such U.S. holder's regular method of accounting for U.S. federal income tax purposes. The amount of OID on an Old Note equals the excess of its stated principal amount over its issue price.

        The amount of OID includible in income for a taxable year by a U.S. holder generally will equal the sum of the "daily portions" of the total OID on the note for each day during such taxable year on which such holder held the note. Generally, the daily portion of OID is determined by allocating to each day during an accrual period a ratable portion of OID on such note that is allocable to such accrual period. The amount of OID allocable to each accrual period generally will be an amount equal to the excess of (A) the product of the "adjusted issue price" of a note at the beginning of such accrual period and its "yield to maturity," over (B) the stated interest payable with respect to such note for such accrual period. The "adjusted issue price" of a note at the beginning of any accrual period will equal the issue price, increased by the total OID accrued for each prior accrual period. The "yield to maturity" of a note will be computed on the basis of a constant annual interest rate and compounded at the end of each accrual period.

        A U.S. holder generally will not be required to include separately in income cash payments received on the notes to the extent such payments constitute payments of previously accrued OID (which for the avoidance of doubt do not include payments of stated interest) or payments of principal.

        The rules regarding OID are complex and the rules described above may not apply in all cases. Accordingly, you should consult your own tax advisors regarding their application.

Sourcing of Interest

        Interest and OID on the notes should constitute income from sources outside the United States and generally, with certain exceptions, should be "passive category income," which is treated separately from other types of income for purposes of computing any foreign tax credit allowable to a U.S. holder under the U.S. federal income tax law. Due to the complexity of the foreign tax rules, U.S. holders should consult their own tax advisors with respect to the amount of foreign taxes that may be claimed as a credit or deduction.

Market Discount, Acquisition Premium, and Amortizable Bond Premium

        If a U.S. holder purchased an Old Note for which the Exchange Note was exchanged at a price that is less than its adjusted issue price as of the purchase date, the amount of the difference will be treated as "market discount." However, the market discount will be considered to be zero if it is less than ¹/4 of I% of the principal amount multiplied by the number of complete years to maturity from the date the U.S. holder purchased the Old Note.

        Under the market discount rules of the Code, a U.S. holder generally will be required to treat any payment that does not constitute qualified stated interest or accrued but unpaid OID on, or any gain realized on the sale, exchange, repurchase, retirement or other disposition of, an Exchange Note as ordinary income (generally treated as interest income) to the extent of the market discount which

178

accrued but was not previously included in income by the U.S. holder during the period the U.S. holder held the Exchange Note (and the Old Note for which the Exchange Note was exchanged). In addition, the U.S. holder may be required to defer, until the maturity of the Exchange Note or its earlier disposition in a taxable transaction, all or a portion of the interest expense on indebtedness incurred to purchase the Exchange Note (or an Old Note for which the Exchange Note was exchanged). In general, market discount will be considered to accrue ratably during the period from the date of the purchase of the Old Note for which the Exchange Note was exchanged to the maturity date of the Exchange Note, unless the U.S. Holder makes an irrevocable election (on an instrument-by-instrument basis) to accrue market discount under a constant yield method. A U.S. Holder may elect to include market discount in income currently as it accrues (under either a ratable or constant yield method), in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition of the Exchange Note and upon the receipt of certain payments and the deferral of interest deductions will not apply. The election to include market discount in income currently, once made, applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

        If a U.S. holder purchased an Old Note for which the Exchange Note was exchanged for an amount that is greater than its adjusted issue price but less than or equal to the sum of all amounts payable on the Old Note after the purchase date other than payments of qualified stated interest, the U.S. holder will be considered to have purchased that Old Note at an "acquisition premium," and that acquisition premium will carry over to the Exchange Note. Under the acquisition premium rules, the amount of OID that a U.S. holder must include in gross income with respect to the note for any taxable year will be reduced by a portion of the acquisition premium pursuant to a formula prescribed by the Code, unless the U.S. holder elects to treat all interest on the note, as adjusted for acquisition premium, as accruing on a constant yield basis, as described under "—Stated Interest and Original Issue Discount on the Notes," above.

        If a U.S. holder purchased an Old Note for which the Exchange Note was exchanged for an amount in excess of the sum of all amounts payable on the Exchange Note (or Old Note) after the purchase date other than qualified stated interest, the U.S. holder will be considered to have purchased the note at a "premium" and will not be required to include any OID in income. It may be possible for a U.S. holder of an Exchange Note to elect to amortize the premium using a constant yield method over the remaining term of the Exchange Note (or until an earlier call date, as applicable). The amortized amount of the premium for a taxable year generally will be treated first as a reduction of interest on the Exchange Note included in such taxable year to the extent thereof, then as a deduction allowed in that taxable year to the extent of the U.S. Holder's prior interest inclusions on the Exchange Note, and finally as a carryforward allowable against the U.S. Holder's future interest inclusions on the Exchange Note. The election, once made, is irrevocable without the consent of the IRS and applies to all taxable bonds held during the taxable year for which the election is made or subsequently acquired. A U.S. holder that does not make this election will be required to include in gross income the full amount of interest on the Exchange Note in accordance with its regular method of tax accounting, and will include the premium in its tax basis for the Exchange Note for purposes of computing the amount of its gain or loss recognized on the taxable disposition of the Exchange Note. U.S. holders should consult their own tax advisors concerning the computation and amortization of any bond premium on the Exchange Notes.

        A U.S. holder may elect to include in gross income under a constant yield method all amounts that accrue on an Exchange Note that are treated as interest for tax purposes (i.e., stated interest, market discount and de minimis market discount, as adjusted by any amortizable bond premium). U.S. Holders should consult their tax advisors as to the desirability, mechanics and collateral consequences of making this election.

179

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Notes

        Unless a non-recognition provision applies and subject to the discussion below, a U.S. holder generally will recognize gain or loss upon a sale, exchange, repurchase, retirement (including a redemption) or other taxable disposition of an Exchange Note in an amount equal to the difference, if any, between the amount realized upon the sale, exchange, repurchase, retirement or other taxable disposition and such holder's adjusted tax basis in the note. The amount realized will include the amount of any cash and the fair market value of any other property received for the note, excluding any amount in respect of accrued and unpaid stated interest, which will be taxed as ordinary income to the extent not previously so taxed. A U.S. holder's adjusted tax basis in a note generally will be equal to the amount paid by such holder for the note, increased by the amount of OID and any market discount previously included in income by the U.S. holder up through the date of the sale, exchange, repurchase, retirement or other disposition and decreased by any amortized premium and any prior cash payments (other than payments constituting stated interest). Generally, except with respect to market discount, any gain or loss recognized on a taxable disposition of a note will be capital gain or loss, and generally will be long-term capital gain or loss if at the time of the sale, exchange, repurchase, redemption, retirement or other disposition the note has been held by such U.S. holder for more than one year. If the U.S. holder is an individual or other non-corporate taxpayer, any long-term capital gain generally will be eligible for reduced rates of taxation. The deductibility of net capital losses is subject to certain limitations.

        Any gain or loss recognized by a U.S. Holder on the sale or other disposition of a note generally should be treated as income from sources within the United States or loss allocable to income from sources within the United States. Any loss attributable to accrued but unpaid interest will generally be sourced in the same manner as interest income (as described above).

Information Reporting and Backup Withholding

        In general, information reporting requirements will apply to payments of stated interest, accruals of OID and any proceeds from sale or other disposition (including a retirement or redemption) of a note.

        U.S. backup withholding tax will apply at the applicable rate (currently 28% and scheduled to increase to 31% in 2013) with respect to payments of stated interest, accruals of any OID on a note and the gross proceeds of sale or other disposition (including a retirement or redemption) of a note held by a U.S. holder if such U.S. holder, among other things, fails to furnish a social security number or other taxpayer identification number ("TIN") certified under penalties of perjury within a reasonable time after the request therefor; furnishes an incorrect TIN; is subject to backup withholding because of a prior failure to properly report interest or dividends; or under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN furnished is the correct number and that such U.S. holder is not subject to backup withholding. A U.S. holder that does not provide his, her or its correct TIN may be subject to penalties imposed by the IRS.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against such U.S. holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and tax-exempt entities, provided their exemption from backup withholding is properly established. U.S. holders should consult their tax advisors as to their qualifications for exemption from backup withholding and the procedure for obtaining such exemption.

New Legislation

        Newly enacted legislation requires certain U.S. holders who are individuals, estates or trusts to pay an additional 3.8% tax on, among other things, interest on and capital gains from the sale or other

180

disposition of the notes for taxable years beginning after December 31, 2012. U.S. holders should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of the notes.

The preceding discussion of certain U.S. federal income tax considerations of the exchange of Old Notes for Exchange Notes and the ownership and disposition of those Exchange Notes by U.S. holders is for general information only and is not tax advice. Accordingly, each investor should consult his, her or its own tax advisor as to particular tax considerations to it of exchanging, holding and disposing of notes, including the applicability and effect of state, local or foreign tax laws, other federal tax laws, and of any proposed changes in applicable law.

181

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

        The following summary discusses the principal Canadian federal income tax considerations generally applicable, at the date hereof, to a holder of notes that acquires Exchange Notes as a beneficial owner pursuant to the exchange offer and that, for the purposes of the Income Tax Act (Canada) (the "Tax Act") and at all relevant times: (i) is neither a resident of Canada nor deemed to be a resident of Canada; (ii) holds the notes as capital property; (iii) deals at arm's length, and is not affiliated, with Atlantic Power and/or its subsidiaries, any successor to Atlantic Power and/or its subsidiaries, or any transferee resident or deemed to be resident in Canada to which the holder disposes of, or is deemed to have disposed of, notes; (iv) is a holder for which the notes do not constitute "designated insurance property" for the purposes of the Tax Act; (v) is not a "specified shareholder", as defined in subsection 18(5) the Tax Act, of Atlantic Power and does not deal not at arm's length for purposes of the Tax Act with a "specified shareholder" of Atlantic Power and (vi) does not use or hold, and is not deemed to use or hold, notes in carrying on a business in Canada (a "Holder"). Generally, the notes will be considered capital property to a Holder provided that the Holder does not acquire or hold the notes in the course of carrying on a business of buying and selling securities and has not acquired them as an adventure or concern in the nature of trade. Generally, for the purposes of subsection 18(5) of the Tax Act, a "specified shareholder" is a shareholder that owns or is deemed to own, either alone or together with persons with which the shareholder does not deal at arm's length for purposes of the Tax Act, shares of Atlantic Power capital stock that either (i) give the shareholder 25% or more of the votes that could be cast at an annual meeting of the shareholders or (ii) have a fair market value of 25% or more of the fair market value of all of the issued and outstanding shares of Atlantic Power capital stock. Such Holders should consult their own tax advisors. This summary assumes that no payment of interest on the notes is in respect of a debt or other obligation to pay an amount to a person with which Atlantic Power does not deal at arm's length for the purposes of the Tax Act.

        This summary is based upon the facts set out in this prospectus, the provisions of the Tax Act that are in force at the date of this prospectus, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and our counsel's understanding of the current published administrative practices and assessing policies of the Canada Revenue Agency (the "CRA"). This summary assumes all Tax Proposals will be amended as proposed, however there can be no assurance that the Tax Proposals will be implemented in their current form or at all. This summary is not exhaustive of all possible income tax considerations and, except for the Tax Proposals, does not otherwise take into account or anticipate any changes in law or practice, whether by way of judicial, governmental or legislative decision or action or changes in the administrative practices or assessing policies of the CRA, nor does it take into account tax legislation or considerations of any province or foreign jurisdiction.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations with respect to the income tax consequences to any particular Holder are made. Accordingly, prospective purchasers should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring, holding and disposing of notes, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

        An exchange of Old Notes for Exchange Notes pursuant to the exchange offer will not be a taxable event to a Holder for Canadian federal income tax purposes. Holders will not recognize any taxable gain or loss, or be subject to Canadian withholding tax, as a result of exchanging Old Notes for Exchange Notes pursuant to the exchange offer

        Amounts paid or credited, or deemed to be paid or credited, as, on account or in lieu of payment of, or in satisfaction of, the principal of the notes or premium, discount or interest on the notes by

182

Atlantic Power to a Holder, and proceeds received by a Holder on a disposition of a note, including a redemption, payment on maturity, repurchase or purchase for cancellation will be exempt from Canadian withholding tax. No other taxes on income (including taxable capital gains) will be payable under the Tax Act by a Holder in respect of the ownership or disposition of a note including a redemption, payment on maturity, repurchase or purchase for cancellation.

183

PLAN OF DISTRIBUTION

        If you are a broker-dealer that receives Exchange Notes for your own account pursuant to the exchange offer as a result of market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used in connection with resales of Exchange Notes received in exchange for Old Notes where such Old Notes were acquired as a result of market-making activities or other trading activities. To the extent any broker-dealer participates in the exchange offer and so notifies us, we have agreed to promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal.

•

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers.

•

Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at prevailing market prices at the time of resale, at prices related to such prevailing market prices or at negotiated prices.

•

Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers or any such Exchange Notes.

•

Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.

•

The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offer (other than commissions and concessions of any broker-dealer), subject to certain prescribed limitations, and will provide indemnification against certain liabilities, including certain liabilities that may arise under the Securities Act, to broker-dealers that make a market in the Old Notes and exchange Old Notes in the exchange offer for Exchange Notes.

        By its acceptance of the exchange offer, any broker-dealer that receives Exchange Notes pursuant to the exchange offer hereby agrees to notify us prior to using the prospectus in connection with the sale or transfer of Exchange Notes. It also agrees that, upon receipt of notice from us of the happening of any event which makes any statement in this prospectus untrue in any material respect or which requires the making of any changes in this prospectus in order to make the statements therein not misleading or which may impose upon us disclosure obligations that may have a material adverse effect on us (which notice we agree to deliver promptly to such broker-dealer), such broker-dealer will suspend use of this prospectus until we have notified such broker-dealer that delivery of this prospectus may resume and has furnished copies of any amendment or supplement to this prospectus to such broker-dealer.

184

LEGAL MATTERS

        The validity of the Exchange Notes will be passed upon by Goodwin Procter LLP, Boston, Massachusetts.

EXPERTS

        The consolidated financial statements and financial statement schedule of Atlantic Power as of December 31, 2011 and 2010 and for each of the years in the three-year period ended December 31, 2011 have been included in this registration statement in reliance upon the reports of the United States and Canadian firms of KPMG LLP, independent registered public accounting firms, and upon the authority of said firms as experts in accounting and auditing.

        The financial statements of Chambers Cogeneration Limited Partnership as of December 31, 2010 and for the year then ended included in this registration statement have been so included in reliance on the report (which contains an explanatory paragraph relating to the Chambers Cogeneration Limited Partnership restatement of its financial statements as described in the Restatement of Previously Issued Financial Statements section of Note 2 to the financial statements) of PricewaterhouseCoopers LLP, independent auditors, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of the Partnership as of December 31, 2010, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2010 have been included in this registration statement in reliance on the report of the Canadian firm of KPMG LLP, an independent registered public accounting firm, and upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

        We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC's website at http://www.sec.gov and on our website at http://www.atlanticpower.com. We have included the SEC's web address and our web address as inactive textual references only. Our website is not incorporated into, and does not constitute a part of, this prospectus or any other report or documents we file with or furnish to the SEC.

        We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the Exchange Notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the Exchange Notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

185

        You may obtain a copy of any of these documents at no cost, by writing or telephoning us at the following address:

Atlantic Power Corporation
200 Clarendon St., Floor 25
Boston, Massachusetts 02116
(617) 977-2400
Attn: Corporate Secretary

        We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law.

186

INDEX TO FINANCIAL STATEMENTS

ATLANTIC POWER CORPORATION
Independent Auditors' Reports	F-3
Consolidated Audited Financial Statements
Consolidated Balance Sheets as of December 31, 2011 and 2010	F-6
Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009	F-7
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2011, 2010 and 2009	F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009	F-9
Notes to the Consolidated Financial Statements	F-10
Quarterly Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 2012 and 2011	F-63
Consolidated Statements of Operations for the three months ended March 31, 2012 and 2011	F-64
Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011	F-66
Notes to the Consolidated Financial Statements	F-67
CHAMBERS COGENERATION LIMITED PARTNERSHIP
2011 Consolidated Financial Statements
Balance Sheets as of December 31, 2011 and 2010	F-90
Consolidated Statements of Operations for the years ended December 31, 2011 and 2010	F-91
Consolidated Statements of Changes in Partners' Capital and Comprehensive Income for the years ended December 31, 2011 and 2010	F-92
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010	F-93
Notes to the Consolidated Financial Statements	F-94
2010 Consolidated Financial Statements
Report of Independent Auditors	F-115
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-116
Consolidated Statements of Operations for the years ended December 31, 2010 and 2010	F-117
Consolidated Statements of Changes in Partners' Capital and Comprehensive Income for the years ended December 31, 2010 and 2009	F-118
Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009	F-119
Notes to the Consolidated Financial Statements	F-120
ATLANTIC POWER LIMITED PARTNERSHIP (formerly named Capital Power Income L.P.)
Independent Auditors' Report	F-142
Consolidated Audited Financial Statements
Consolidated Statements of Income and Loss for the years ended December 31, 2010, 2009 and 2008	F-143
Consolidated Statements of Cash Flow for the years ended December 31, 2010, 2009 and 2008	F-144
Consolidated Balance Sheets as of December 31, 2010, 2009 and 2008	F-145
Consolidated Statements of Partners' Equity for the years ended December 31, 2010, 2009 and 2008	F-146
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2010, 2009 and 2008	F-147
Notes to the Consolidated Financial Statements	F-148

F-1

Quarterly Financial Statements (unaudited)
Condensed Interim Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2011 and 2010	F-181
Condensed Interim Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2011 and 2010	F-182
Condensed Interim Consolidated Statements of Financial Position as of September 30, 2011 and December 31, 2010	F-183
Condensed Interim Consolidated Statements of Change in Partners' Equity as of September 30, 2011 and 2010	F-184
Condensed Interim Consolidated Statements of Change in Cash Flows for the nine months ended September 30, 2011 and 2010	F-185

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Atlantic Power Corporation:

        We have audited Atlantic Power Corporation's internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Atlantic Power Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, Atlantic Power Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        Atlantic Power Corporation acquired Capital Power Income L.P. during 2011, and management excluded from its assessment of the effectiveness of Atlantic Power Corporation's internal control over financial reporting as of December 31, 2011, Capital Power Income L.P.'s internal control over financial reporting associated with total assets of $2.2 billion and total revenues of $74 million included in the consolidated financial statements of Atlantic Power Corporation and subsidiaries as of and for the year ended December 31, 2011. Our audit of internal control over financial reporting of Atlantic Power Corporation also excluded an evaluation of the internal control over financial reporting of Capital Power Income L.P.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Atlantic Power Corporation and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the two-year period ended December 31, 2011, and our report dated February 29, 2012 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

New York, New York
February 29, 2012

F-3

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Atlantic Power Corporation:

        We have audited the accompanying consolidated balance sheets of Atlantic Power Corporation and subsidiaries (the "Company") as of December 31, 2011 and 2010, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the two-year period ended December 31, 2011. In connection with our audit of the consolidated financial statements, we also have audited financial statement schedule "Schedule II—Valuation and Qualifying Accounts." These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Atlantic Power Corporation and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Atlantic Power Corporation's internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 29, 2012 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/ KPMG LLP

New York, New York
February 29, 2012

F-4

Report of Independent Registered Public Accounting Firm

The Board of Directors
Atlantic Power Corporation

        We have audited the accompanying consolidated balance sheet of Atlantic Power Corporation as of December 31, 2009 and the related consolidated statements of operations, shareholders' equity and cash flows for the year then ended. In connection with our audits of the consolidated financial statements, we also have audited financial statement "Schedule II—Valuation and Qualifying Accounts." These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

        As discussed in Note 2 to the consolidated financial statements on January 1, 2009, Atlantic Power Corporation adopted FASB's ASC 805 Business Combinations. In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Atlantic Power Corporation as of December 31, 2009 and the results of its operations and its cash flows the year then ended., in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Chartered Accountants, Licensed Public Accountants

Toronto, Canada

April 12, 2010, except as to notes 4, 8 and 17, which are as of May 26, 2010, Notes 2(a) and 16 which are as of June 16, 2010 and as to Note 19 which is as of February 27, 2012.

F-5

ATLANTIC POWER CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. dollars)

	December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	60,651		$	45,497
Restricted cash		21,412			15,744
Accounts receivable		79,008			19,362
Note receivable—related party (Note 20)		—			22,781
Current portion of derivative instruments asset (Notes 11 and 12)		10,411			8,865
Inventory (Note 5)		18,628			5,498
Prepayments and other		7,615			2,982
Refundable income taxes (Note 13)		3,042			1,593
Total current assets		200,767			122,322
Property, plant, and equipment, net (Note 6)		1,388,254			271,830
Transmission system rights (Note 7)		180,282			188,134
Equity investments in unconsolidated affiliates (Note 4)		474,351			294,805
Other intangible assets, net (Note 7)		584,274			88,462
Goodwill (Note 7)		343,586			12,453
Derivative instruments asset (Notes 11 and 12)		22,003			17,884
Other assets		54,910			17,122
Total assets	$	3,248,427		$	1,013,012
Liabilities
Current Liabilities:
Accounts payable	$	18,122		$	8,608
Accrued interest		19,916			3,975
Other accrued liabilities		43,968			11,025
Revolving credit facility (Note 9)		58,000			—
Current portion of long-term debt (Note 9)		20,958			21,587
Current portion of derivative instruments liability (Notes 11 and 12)		20,592			10,009
Dividends payable		10,733			6,154
Other current liabilities		165			5
Total current liabilities		192,454			61,363
Long-term debt (Note 9)		1,404,900			244,299
Convertible debentures (Note 10)		189,563			220,616
Derivative instruments liability (Notes 11 and 12)		33,170			21,543
Deferred income taxes (Note 13)		182,925			29,439
Power purchase and fuel supply agreement liabilities, net (Note 7)		71,775			—
Other non-current liabilities (Note 8)		57,859			2,376
Commitments and contingencies (Note 21)		—			—
Total liabilities		2,132,646			579,636
Equity
Common shares, no par value, unlimited authorized shares; 113,526,182 and 67,118,154 issued and outstanding at December 31, 2011 and 2010, respectively		1,217,265			626,108
Preferred shares issued by a subsidiary company (Note 17)		221,304			—
Accumulated other comprehensive income (loss)		(5,193	)		255
Retained deficit		(320,622	)		(196,494	)
Total Atlantic Power Corporation shareholders' equity		1,112,754			429,869
Noncontrolling interest		3,027			3,507
Total equity		1,115,781			433,376
Total liabilities and equity	$	3,248,427		$	1,013,012

See accompanying notes to consolidated financial statements.

F-6

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of U.S. dollars, except per share amounts)

	Years ended December 31,
	2011			2010			2009
Project revenue:
Energy sales	$	106,062		$	69,116		$	58,953
Energy capacity revenue		131,362			93,567			88,449
Transmission services		30,087			31,000			31,000
Other		17,384			1,573			1,115
		284,895			195,256			179,517
Project expenses:
Fuel		93,993			65,553			59,522
Operations and maintenance		56,832			31,237			28,153
Depreciation and amortization		63,638			40,387			41,374
		214,463			137,177			129,049
Project other income (expense):
Change in fair value of derivative instruments (Notes 11 and 12)		(22,776	)		(14,047	)		(6,813	)
Equity in earnings of unconsolidated affiliates (Note 4)		6,356			13,777			8,514
Gain on sales of equity investments, net (Note 4)		—			1,511			13,780
Interest expense		(20,053	)		(17,660	)		(18,800	)
Other income, net		20			219			1,266
		(36,453	)		(16,200	)		(2,053	)
Project income		33,979			41,879			48,415
Administrative and other expenses (income):
Administration		38,108			16,149			26,028
Interest, net		25,998			11,701			55,698
Foreign exchange loss (gain) (Note 12)		13,838			(1,014	)		20,506
Other (income) expense, net		—			(26	)		362
		77,944			26,810			102,594
Income (loss) from operations before income taxes		(43,965	)		15,069			(54,179	)
Income tax expense (benefit) (Note 13)		(8,324	)		18,924			(15,693	)
Net loss		(35,641	)		(3,855	)		(38,486	)
Net loss attributable to noncontrolling interest		(480	)		(103	)		—
Net income attributable to Preferred share dividends of a subsidiary company		3,247			—			—
Net loss attributable to Atlantic Power Corporation	$	(38,408	)	$	(3,752	)	$	(38,486	)
Net loss per share attributable to Atlantic Power Corporation shareholders: (Note 18)
Basic	$	(0.50	)	$	(0.06	)	$	(0.63	)
Diluted	$	(0.50	)	$	(0.06	)	$	(0.63	)
Weighted average number of common shares outstanding: (Note 18)
Basic		77,466			61,706			60,632
Diluted		77,466			61,706			60,632

See accompanying notes to consolidated financial statements.

F-7

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands of U.S. dollars)

	Common Shares (Shares)			Common Shares (Amount)			Retained Deficit			Accumulated Other Comprehensive Income			Noncontrolling Interest			Preferred Shares			Total Shareholders' Equity
December 31, 2008		60,941		$	215,163		$	(60,401	)	$	(3,136	)	$	—		$	—		$	151,626
Subordinated notes conversion		(114	)		327,691			—			—			—			—			327,691
Common shares issued for LTIP		59			151			—			—			—			—			151
Common stock repurchases		(482	)		(1,088	)		—			—			—			—			(1,088	)
Dividends declared		—			—			(28,054	)		—			—			—			(28,054	)
Comprehensive Income:
Net loss		—			—			(38,486	)		—			—			—			(38,486	)
Unrealized loss on hedging activities, net of tax of ($1,518)		—			—			—			2,277			—			—			2,277
Net comprehensive loss		—			—			—			—			—			—			(36,209	)
December 31, 2009		60,404			541,917			(126,941	)		(859	)		—			—			414,117
Convertible debenture conversion		579			7,147			—			—			—			—			7,147
Common shares issuance, net of costs		6,029			75,267			—			—			—			—			75,267
Common shares issued for LTIP		106			1,325			—			—			—			—			1,325
LTIP amendment		—			2,952			—			—			—			—			2,952
Piedmont equity costs		—			(2,500	)		—			—			—			—			(2,500	)
Noncontrolling interest		—			—			—			—			3,507			—			3,507
Dividends declared		—			—			(65,801	)		—			—			—			(65,801	)
Comprehensive Income:
Net loss		—			—			(3,752	)		—			—			—			(3,752	)
Unrealized loss on hedging activities, net of tax of ($1,518)		—			—			—			1,114			—			—			1,114
Net comprehensive loss		—			—			—			—			—			—			(2,638	)
December 31, 2010		67,118			626,108			(196,494	)		255			3,507			—			433,376
Convertible debenture conversion		2,090			26,357			—			—			—			—			26,357
Common shares issuance, net of costs		12,650			155,424			—			—			—			—			155,424
Common shares issued for LTIP		168			1,951			—			—			—			—			1,951
Shares issued in connection with Partnership acquisition		31,500			407,425			—			—			—			—			407,425
Preferred shares of a subsidiary company assumed in connection with Partnership acquisition											—						221,304			221,304
Noncontrolling interest		—			—			—			—			(480	)		—			(480	)
Dividends declared on common shares		—			—			(85,720	)		—			—			—			(85,720	)
Dividends declared on preferred shares of a subsidiary company											—						(3,247	)		(3,247	)
Comprehensive Income:
Net (loss) income		—			—			(38,408	)		—			—			3,247			(35,161	)
Unrealized loss on hedging activities, net of tax of $251		—			—			—			(1,638	)		—			—			(1,638	)
Foreign currency translation adjustments		—			—			—			(3,321	)		—			—			(3,321	)
Defined benefit plan, net of $264 tax		—			—			—			(489	)		—			—			(489	)
Net comprehensive loss		—			—			—						—			—			(40,609	)
December 31, 2011		113,526		$	1,217,265		$	(320,622	)	$	(5,193	)	$	3,027		$	221,304		$	1,115,781

See accompanying notes to consolidated financial statements.

F-8

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S. dollars)

	Years ended December 31,
	2011			2010			2009
Cash flows from operating activities:
Net loss	$	(35,641	)	$	(3,855	)	$	(38,486	)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		63,638			40,387			41,374
Common share conversions recorded in interest expense		—			—			4,508
Subordinated note redemption premium recorded in interest expense		—			—			1,935
Long-term incentive plan expense		3,167			4,497			—
Gain on sale of assets		—			(1,511	)		(12,847	)
Earnings from unconsolidated affiliates		(7,878	)		(16,913	)		(14,213	)
Impairment of equity investments		1,522			3,136			5,500
Distributions from unconsolidated affiliates		21,889			16,843			27,884
Unrealized foreign exchange loss		8,636			5,611			24,370
Change in fair value of derivative instruments		22,776			14,047			6,813
Change in deferred income taxes		(9,908	)		17,964			(6,436	)
Other		—			(210	)		106
Change in other operating balances
Accounts receivable		(15,563	)		1,729			10,520
Prepayments, refundable income taxes and other assets		1,653			9,311			(3,454	)
Accounts payable and accrued liabilities		4,931			(6,551	)		2,959
Other liabilities		(3,287	)		2,468			(84	)
Net cash provided by operating activities		55,935			86,953			50,449
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired		(591,583	)		(78,180	)		(3,068	)
Proceeds from (loan to) Idaho Wind		22,781			(22,781	)		—
Change in restricted cash		(5,668	)		945			575
Biomass development costs		(931	)		(2,286	)		—
Proceeds from sale of assets		8,500			2,000			29,467
Purchase of property, plant and equipment		(115,107	)		(46,695	)		(2,016	)
Net cash (used in) provided by investing activities		(682,008	)		(146,997	)		24,958
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt		460,000			—			—
Proceeds from issuance of equity, net of offering costs		155,424			72,767			—
Proceeds from issuance of convertible debenture, net of offering costs		—			74,575			—
Deferred financing costs		(26,373	)		(7,941	)		—
Repayment of project-level debt		(21,589	)		(18,882	)		(12,744	)
Proceeds from revolving credit facility borrowings		58,000			20,000			—
Repayments of revolving credit facility borrowings		—			(20,000	)		(55,000	)
Dividends paid		(85,029	)		(65,028	)		(24,955	)
Equity contribution from noncontrolling interest		—			200			—
Proceeds from issuance of project level debt		100,794			—			78,330
Redemption of IPSs under normal course issuer bid		—			—			(3,369	)
Redemption of subordinated notes		—			—			(40,638	)
Costs associated with common share conversion		—			—			(4,508	)
Net cash provided by (used in) financing activities		641,227			55,691			(62,884	)
Net (decrease) increase in cash and cash equivalents		15,154			(4,353	)		12,523
Cash and cash equivalents at beginning of year		45,497			49,850			37,327
Cash and cash equivalents at end of year	$	60,651		$	45,497		$	49,850
Supplemental cash flow information
Interest paid	$	40,238		$	26,687		$	69,186
Income taxes paid (refunded), net	$	1,109		$	(8,000	)	$	(216	)
Accruals for capital expenditures	$	4,095		$	—		$	—

See accompanying notes to consolidated financial statements.

F-9

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of business

General

        Atlantic Power Corporation ("Atlantic Power") is a power generation and infrastructure company with a portfolio of assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers under long-term power purchase agreements, which seek to minimize exposure to changes in commodity prices. The net generating capacity of our projects is approximately 2,140 MW, consisting of interests in 31 operational power generation projects across 11 states in the United States and two provinces in Canada, one 53 MW biomass project under construction in Georgia, and an 84 mile, 500-kilovolt electric transmission line located in California. Atlantic Power also owns a majority interest in Rollcast Energy, a biomass power plant developer with several projects under development

        Atlantic Power is a corporation established under the laws of the Province of Ontario, Canada on June 18, 2004 and continued to the Province of British Columbia on July 8, 2005. Our shares trade on the TSX under the symbol "ATP" and on the New York Stock Exchange under the symbol "AT." Our registered office is located at 355 Burrard Street, Suite 1900, Vancouver, British Columbia V6C 2G8 Canada and our headquarters is located at 200 Clarendon Street, Floor 25, Boston, Massachusetts, 02116 USA. Our telephone number in Boston is (617) 977-2400 and the address of our website is www.atlanticpower.com. We make available, free of charge, on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, we make available on our website our Canadian securities filings.

2. Summary of significant accounting policies

(a)   Principles of consolidation and basis of presentation:

        The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and include the consolidated accounts and operations of our subsidiaries in which we have a controlling financial interest. The usual condition for a controlling financial interest is ownership of the majority of the voting interest of an entity. However, a controlling financial interest may also exist in entities, such as a variable interest entity, through arrangements that do not involve controlling voting interests.

        We apply the standard that requires consolidation of variable interest entities ("VIEs"), for which we are the primary beneficiary. The guidance requires a variable interest holder to consolidate a VIE if that party has both the power to direct the activities that most significantly impact the entities' economic performance, as well as either the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We have determined that our investments are not VIEs by evaluating their design and capital structure. Accordingly, we use the equity method of accounting for all of our investments in which we do not have an economic controlling interest. We eliminate all intercompany accounts and transactions in consolidation.

(b)   Cash and cash equivalents:

        Cash and cash equivalents include cash deposited at banks and highly liquid investments with original maturities of 90 days or less when purchased.

F-10

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

(c)   Restricted cash:

        Restricted cash represents cash and cash equivalents that are maintained by the Projects to support payments for major maintenance costs and meet project level contractual debt obligations.

(d)   Deferred financing costs:

        Deferred financing costs represent costs to obtain long-term financing and are amortized using the effective interest method over the term of the related debt which range from five to 28 years. The net carrying amount of deferred financing costs recorded in other assets on the consolidated balance sheets was $40.7 million and $16.7 million at December 31, 2011 and 2010, respectively. Amortization expense for the years ended December 31, 2011, 2010 and 2009 was $1.3 million, $1.2 million, and $14.6 million, respectively.

(e)   Inventory:

        Inventory represents small parts and other consumables and fuel, the majority of which is consumed by our projects in provision of their services, and are valued at the lower of cost or net realizable value. Cost includes the purchase price, transportation costs and other costs to bring the inventories to their present location and condition. The cost of inventory items that are interchangeable are determined on an average cost basis. For inventory items that are not interchangeable, cost is assigned using specific identification of their individual costs.

(f)    Property, plant and equipment:

        Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful life of the related asset up to 45 years. As major maintenance occurs and parts are replaced on the plant's combustion and steam turbines, maintenance costs are either expensed or transferred to property, plant and equipment if the maintenance extends the useful lives of the major parts. These costs are depreciated over the parts' estimated useful lives, which is generally three to six years, depending on the nature of maintenance activity performed.

(g)   Transmission system rights:

        Transmission system rights are an intangible asset that represents the long-term right to approximately 72% of the capacity of the Path 15 transmission line in California. Transmission system rights are amortized on a straight-line basis over 30 years, the regulatory life of Path 15.

(h)   Other intangible assets:

        Other intangible assets include PPAs and fuel supply agreements at our projects. PPAs are valued at the time of acquisition based on the contract prices under the PPAs compared to projected market prices. Fuel supply agreements are valued at the time of acquisition based on the contract prices under the fuel supply agreement compared to projected market prices. The balances are presented net of accumulated amortization in the consolidated balance sheets. Amortization is recorded on a straight-line basis over the remaining term of the agreement.

F-11

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

(i)    Impairment of long-lived assets, non-amortizing intangible assets and equity method investments:

        Long-lived assets, such as property, plant and equipment, transmission system rights and other intangible assets and liabilities subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.

        Investments in and the operating results of 50%-or-less owned entities not consolidated are included in the consolidated financial statements on the basis of the equity method of accounting. We review our investments in such unconsolidated entities for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that is other than temporary might include the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment, failure of cash flow coverage ratio tests included in project-level non-recourse debt or, where applicable, estimated sales proceeds that are insufficient to recover the carrying amount of the investment. Our assessment as to whether any decline in value is other than temporary is based on our ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. We generally consider our investments in our equity method investees to be strategic long-term investments. Therefore, we complete our assessments with a long-term view. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered to be other than temporary, the asset is written down to its fair value.

(j)    Distributions from equity method investments:

        We make investments in entities that own power producing assets with the objective of generating accretive cash flow that is available to be distributed to our shareholders. The cash flows that are distributed to us from these unconsolidated affiliates are directly related to the operations of the affiliates' power producing assets and are classified as cash flows from operating activities in the consolidated statements of cash flows.

        We record the return of our investments in equity investees as cash flows from investing activities. Cash flows from equity investees are considered a return of capital when distributions are generated from proceeds of either the sale of our investment in its entirety or a sale by the investee of all or a portion of its capital assets.

(k)   Goodwill:

        Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the assets acquired, less liabilities assumed, based on their fair values. Goodwill is allocated, as of the date of the business combination, to our reporting units that are expected to benefit from the synergies of the business combination.

F-12

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

        Goodwill is not amortized and is tested for impairment, annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. In our test, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events. If the qualitative assessment determines that an impairment is more likely than not, then we perform a two-step quantitative impairment test. In the first step of the quantitative analysis, the carrying amount of the reporting unit is compared with its fair value. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is unnecessary.

        The second step is carried out when the carrying amount of a reporting unit exceeds its fair value, in which case, the implied fair value of the reporting unit's goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the value of goodwill is determined in a business combination described in the preceding paragraphs, using the fair value of the reporting unit as if it were the purchase price. When the carrying amount of reporting unit goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess and is recorded in the consolidated statements of operations.

(l)    Derivative financial instruments:

        We use derivative financial instruments in the form of interest rate swaps and foreign exchange forward contracts to manage our current and anticipated exposure to fluctuations in interest rates and foreign currency exchange rates. We have also entered into natural gas supply contracts and natural gas forwards or swaps to minimize the effects of the price volatility of natural gas, which is a major production cost. We do not enter into derivative financial instruments for trading or speculative purposes. Certain derivative instruments qualify for a scope exception to fair value accounting because they are considered normal purchases or normal sales in the ordinary course of conducting business. This exception applies when we have the ability to, and it is probable that we will deliver or take delivery of the underlying physical commodity.

        We have designated two of our interest rate swaps as a hedge of cash flows for accounting purposes. Tests are performed to evaluate hedge effectiveness and ineffectiveness at inception and on an ongoing basis, both retroactively and prospectively. Derivatives accounted for as hedges are recorded at fair value in the balance sheet. Unrealized gains or losses on derivatives designated as a hedge are deferred and recorded as a component of accumulated other comprehensive income until the hedged transactions occur and are recognized in earnings. The ineffective portion of the cash flow hedge, if any, is immediately recognized in earnings.

        Derivative financial instruments not designated as a hedge are measured at fair value with changes in fair value recorded in the consolidated statements of operations. The following table summarizes derivative financial instruments that are not designated as hedges for accounting purposes and the

F-13

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

accounting treatment in the consolidated statements of operations of the changes in fair value and cash settlements of such derivative financial instrument:

Derivative financial instrument	Classification of changes in fair value	Classification of cash settlements
Foreign currency forward contracts	Foreign exchange (gain) loss	Foreign exchange loss (gain)
Natural gas swaps	Change in fair value of derivative instruments	Fuel expense
Interest rate swaps	Change in fair value of derivative instruments	Interest expense

(m)  Income taxes:

        Income tax expense includes the current tax obligation or benefit and change in deferred income tax asset or liability for the period. We use the asset and liability method of accounting for deferred income taxes and record deferred income taxes for all significant temporary differences. Income tax benefits associated with uncertain tax positions are recognized when we determine that it is more-likely-than-not that the tax position will be ultimately sustained. Refer to Note 13 for more information.

(n)   Revenue recognition:

        We recognize energy sales revenue on a gross basis when electricity and steam are delivered under the terms of the related contracts. Power purchase arrangements, steam purchase arrangements and energy services agreements (collectively referred to as PPAs) are long-term contracts to sell power and steam on a predetermined basis.

        Energy—Energy revenue is recognized upon transmission to the customer. Physical transactions, or the sale of generated electricity to meet supply and demand, are recorded on a gross basis in our consolidated statements of operations.

        Capacity—Capacity payments under the PPAs are recognized as the lesser of (1) the amount billable under the PPA or (2) an amount determined by the kilowatt hours made available during the period multiplied by the estimated average revenue per kilowatt hour over the term of the PPA.

        Transmission—Transmission services revenue is recognized as transmission services are provided. The annual revenue requirement for transmission services is regulated by the Federal Energy Regulatory Commission ("FERC") and is established through a rate-making process that occurs every three years. When actual cash receipts from transmission services revenue are different than the regulated revenue requirement because of timing differences, the over or under collections are deferred until the timing differences reverse in future periods.

(o)   Other power purchase arrangements containing a lease:

        We have entered into PPAs to sell power at predetermined rates. PPAs are assessed as to whether they contain leases which convey to the counterparty the right to the use of the Partnership's property, plant and equipment in return for future payments. Such arrangements are classified as either capital or operating leases. PPAs that transfer substantially all of the benefits and risks of ownership of property to the PPA counterparty are classified as direct financing leases.

F-14

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

        Finance income related to leases or arrangements accounted for as direct financing leases is recognized in a manner that produces a constant rate of return on the net investment in the lease. The net investment is comprised of net minimum lease payments and unearned finance income. Unearned finance income is the difference between the total minimum lease payments and the carrying value of the leased property. Unearned finance income is deferred and recognized in net income over the lease term.

(p)   Foreign currency translation and transaction gains and losses:

        The local currency is the functional currency of our U.S. and Canadian projects. Our reporting currency is the United States dollar. Foreign currency denominated assets and liabilities are translated at end-of-period rates of exchange. Revenues, expenses, and cash flows are translated at the weighted-average rates of exchange for the period. The resulting currency translation adjustments are not included in the determination of our statements of operations for the period, but are accumulated and reported as a separate component of shareholders' equity until sale of the net investment in the project takes place. Foreign currency transaction gains or losses are reported within foreign exchange (gain) loss in our statements of operations.

(q)   Long-term incentive plan:

        The officers and certain other employees are eligible to participate in the Long-Term Incentive Plan ("LTIP") that was implemented in 2007. In the second quarter of 2010, the Board of Directors approved an amendment to the LTIP and the amended plan was approved by our shareholders on June 29, 2010. The amended LTIP was effective for grants beginning with the 2010 performance year. Under the amended LTIP, the number of notional units that vest is based, in part, on the total shareholder return of Atlantic Power compared to a group of peer companies in Canada. In addition, vesting of the notional units for officers of Atlantic Power occurs on a three-year cliff basis as opposed to ratable vesting over three years for grants made prior to the amendment.

        Vested notional units are expected to be redeemed one-third in cash and two-thirds in shares of our common stock. Notional units granted that are expected to be redeemed in cash upon vesting are accounted for as liability awards. Notional units granted that are expected to be redeemed in common shares upon vesting are accounted for as equity awards. Notional units granted prior to the 2010 performance period are subject to the vesting conditions of the LTIP before the amendments made in 2010. Unvested notional units are entitled to receive dividends equal to the dividends per common share during the vesting period in the form of additional notional units. Unvested units are subject to forfeiture if the participant is not an employee at the vesting date or if we do not meet certain ongoing cash flow performance targets.

        The final number of notional units for officers that will vest, if any, at the end of the three-year vesting period is based on our achievement of target levels of relative total shareholder return, which is the change in the value of an investment in our common stock, including reinvestment of dividends, compared to that of a peer group of companies during the performance period. The total number of notional units vesting will range from zero up to a maximum 150% of the number of notional units in the executives' accounts on the vesting date for that award, depending on the level of achievement of relative total shareholder return during the measurement period.

F-15

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

        Compensation expense related to awards granted to participants in the LTIP is recorded over the vesting period based on the estimated fair value of the award on the grant date for notional units accounted for as equity awards and the fair value of the award at each balance sheet date for notional units accounted for as liability awards. Fair value of the awards granted prior to the 2010 LTIP amendment is determined by projecting the total number of notional units that will vest in future periods, including dividends received on notional units during the vesting period, and applying the current market price per share to the projected number of notional units that will vest. The fair value of awards granted under the amended LTIP with market vesting conditions is based upon a Monte Carlo simulation model on the grant date. Compensation expense is recognized regardless of the relative total shareholder return performance, provided that the LTIP participant remains employed by Atlantic Power. The aggregate number of shares that may be issued from treasury under the amended LTIP is limited to 1.3 million.

(r)   Asset retirement obligations:

        The fair value for an asset retirement obligation is recorded in the period in which it is incurred. Retirement obligations associated with long-lived assets are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. When the liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss.

(s)   Pensions:

        We offer pension benefits to certain employees through a defined benefit pension plan. We recognize the funded status of our defined benefit plan in the consolidated balance sheet in other long-term liabilities and record an offset to other comprehensive income. In addition, we also recognize on an after-tax basis, as a component of other comprehensive income, gains and losses as well as all prior service costs that have not been included as part of our net periodic benefit cost. The determination of our obligation and expenses for pension benefits is dependent on the selection of certain assumptions. These assumptions determined by management include the discount rate, the expected rate of return on plan assets and the rate of future compensation increases. Our actuarial consultants use assumptions for such items as retirement age. The assumptions used may differ materially from actual results, which may result in a significant impact to the amount of our pension obligation or expense recorded.

(t)    Business combinations:

        We account for our business combinations in accordance with the acquisition method of accounting, which requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at fair value at the acquisition date. It also recognizes and measures the goodwill acquired or a gain from a bargain purchase in the business combination and determines what information to disclose to enable

F-16

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

users of an entity's financial statements to evaluate the nature and financial effects of the business combination. In addition, transaction costs are expensed as incurred.

(u)   Concentration of credit risk:

        The financial instruments that potentially expose us to credit risk consist primarily of cash and cash equivalents, restricted cash, derivative instruments and accounts receivable. Cash and restricted cash are held by major financial institutions that are also counterparties to our derivative instruments. We have long-term agreements to sell electricity, gas and steam to public utilities and corporations. We have exposure to trends within the energy industry, including declines in the creditworthiness of our customers. We do not normally require collateral or other security to support energy-related accounts receivable. We do not believe there is significant credit risk associated with accounts receivable due to payment history. See Note 19, Segment and geographic information, for a further discussion of customer concentrations.

(v)   Use of estimates:

        The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair values of acquired assets, the useful lives and recoverability of property, plant and equipment, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the valuation of shares associated with our Long-Term Incentive Plan and the fair value of financial instruments and derivatives. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

(w)  Regulatory accounting:

        Path 15 accounts for certain income and expense items in accordance with a standard where certain costs are deferred, which would otherwise be charged to expense, as regulatory assets based on Path 15's ability to recover these costs in future rates.

(x)   Recently issued accounting standards:

Adopted

        In September 2011, the FASB issued changes to the testing of goodwill for impairment. These changes provide an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the fair value of a reporting unit is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. If an entity elects to perform a

F-17

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, go directly to the two-step quantitative impairment test. These changes become effective for any goodwill impairment test performed on January 1, 2012 or later. We early adopted these changes for our annual review of goodwill in the fourth quarter of 2011. These changes did not have an impact on the consolidated financial statements.

        In December 2010, the FASB issued changes to the testing of goodwill for impairment. These changes require an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity's ability to assert that such a reporting unit's goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. We adopted these changes beginning January 1, 2011. Based on the most recent impairment review of our goodwill (2011 fourth quarter), we determined these changes did not impact the consolidated financial statements.

        In June 2011, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. We will adopt these changes on January 1, 2012. Other than the change in presentation, these changes will not have an impact on the consolidated financial statements.

        In December 2010, the FASB issued changes to the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. We adopted these changes beginning January 1, 2011. These changes are reflected in Note 3, Acquisitions and divestments.

Issued

        In May 2011, the FASB issued changes to conform existing guidance regarding fair value measurement and disclosure between US GAAP and International Financial Reporting Standards. These changes both clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity's shareholders' equity, and disclosure of quantitative

F-18

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of significant accounting policies (Continued)

information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity's use of a nonfinancial asset in a way that differs from the asset's highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. These changes become effective on January 1, 2012. These changes will not have an impact on the consolidated financial statements.

3. Acquisitions and divestments

Acquisitions

(a)   Capital Power Income L.P.

        On November 5, 2011, we completed the acquisition of all of the outstanding limited partnership units of Capital Power Income, LP (renamed Atlantic Power Limited Partnership on February 1, 2012, the "Partnership") pursuant to the terms and conditions of an Arrangement Agreement, dated June 20, 2011, as amended by Amendment No. 1, dated July 15, 2011 (the"Arrangement Agreement"), by and among us, the Partnership, CPI Income Services, Ltd., the general partner of the Partnership and CPI Investments, Inc., a unitholder of the Partnership that was then owned by EPCOR Utilities Inc. and Capital Power Corporation. The transactions contemplated by the Arrangement Agreement were effected through a court-approved plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"). The Plan of Arrangement was approved by the unitholders of the Partnership, and the issuance of our common shares to the Partnership unitholders pursuant to the Plan of Arrangement was approved by our shareholders, at respective special meetings held on November 1, 2011. A Final Order approving the Plan of Arrangement was granted by the Court of Queen's Bench of Alberta on November 1, 2011. Pursuant to the Plan of Arrangement, the Partnership sold its Roxboro and Southport facilities located in North Carolina to an affiliate of Capital Power Corporation, for approximately Cdn$121.4 million which equates to approximately Cdn$2.15 per unit of the Partnership. In addition, in connection with the Plan of Arrangement, the management agreements between certain subsidiaries of Capital Power Corporation and the Partnership and certain of its subsidiaries were terminated in consideration of a payment of Cdn$10.0 million. Atlantic Power and its subsidiaries assumed the management of the Partnership upon closing and entered into a transitional services agreement with Capital Power Corporation for a term of six to twelve months to facilitate and support the integration of the Partnership into Atlantic Power.

        The acquisition expands and diversifies our asset portfolio to include projects in Canada and regions of the United States where we did not have a presence. The enhanced geographic diversification is anticipated to lead to additional growth opportunities in those regions where we did not previously operate. Our average PPA term increases from 8.8 years to 9.1 years and enhances the credit quality of our portfolio of off takers. The acquisition increases our market capitalization and enterprise value which is expected to add liquidity and enhance access to capital to fuel the long-term growth of our asset base throughout North America.

F-19

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions and divestments (Continued)

        Pursuant to the Plan of Arrangement, we directly and indirectly acquired each outstanding limited partnership unit of the Partnership in exchange for Cdn$19.40 in cash ("Cash Consideration") or 1.3 Atlantic Power common shares ("Share Consideration") in accordance with elections and deemed elections in accordance with the Plan of Arrangement.

        As a result of the elections made by the Partnership unitholders and pro-ration in accordance with the Plan of Arrangement, those unitholders who elected to receive Cash Consideration received in exchange for each limited partnership unit of the Partnership (i) cash equal to approximately 73% of the Cash Consideration and (ii) Share Consideration in respect of the remaining approximately 27% of the consideration payable for the unit. Any limited partnership units of the Partnership not exchanged for cash consideration in accordance with the Plan of Arrangement were exchanged for Share Consideration.

        At closing, the consideration paid to acquire the Partnership totaled $1.0 billion, consisting of $601.8 million paid in cash and $407.4 million in shares of our common shares (31.5 million shares issued) less cash acquired of $22.7 million.

        Our acquisition of the Partnership is accounted for under the acquisition method of accounting as of the transaction closing date. The purchase price allocation for the business combination is estimated as follows (in thousands):

Fair value of consideration transferred:
Cash	$	601,766
Equity		407,424
Total purchase price	$	1,009,190
Preliminary purchase price allocation
Working capital	$	37,951
Property, plant and equipment		1,024,015
Intangibles		528,531
Other long-term assets		224,295
Long-term debt		(621,551	)
Other long-term liabilities		(129,341	)
Deferred tax liability		(164,539	)
Total identifiable net assets		899,361
Preferred shares		(221,304	)
Goodwill		331,133
Total purchase price		1,009,190
Less cash acquired		(22,683	)
Cash paid, net of cash acquired	$	986,507

        The purchase price was computed using the Partnership's outstanding units as of June 30, 2011, adjusted for the exchange ratio at November 4, 2011. The purchase price reflects the market value of our common shares issued in connection with the transaction based on the closing price of the Partnership's units on the Toronto Stock Exchange on November 4, 2011. The goodwill is attributable to the expansion of our asset portfolio to include projects in Canada and regions of the United States

F-20

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions and divestments (Continued)

where we did not have a presence and this enhanced geographic diversification should lead to additional growth opportunities in those regions we did not previously operate. It is not expected to be deductible for tax purposes. Of the $331.1 million of goodwill, $135.3 million was assigned to the Northeast segment, $138.2 million was assigned to the Northwest segment and $57.6 million was assigned to the Southwest segment.

        The fair values of the assets acquired and liabilities assumed were estimated by applying an income approach using the discounted cash flow method. These measurements were based on significant inputs not observable in the market and thus represent a level 3 fair value measurement. The primary considerations and assumptions that affected the discounted cash flows included the operational characteristics and financial forecasts of acquired facilities, remaining useful lives and discount rates based of the weighted average cost of capital ("WACC") on a merchant basis. The WACCs were based on a set of comparable companies as well as existing yields for debt and equity as of the acquisition date.

        The partnership contributed revenues of $73.8 million and a loss of less than $0.1 million to our consolidated statements of operations for the period from November 5, 2011 to December 31, 2011. The following unaudited pro-forma consolidated results of operations for years ended December 31, 2011 and 2010, assume the Partnership acquisition occurred as of January 1 of each year. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2011 and January 1, 2010 or of results that may occur in the future (amounts in thousands):

	Unaudited
	Years ended December 31,
	2011			2010
Total project revenue	$	694,162		$	669,985
Net income (loss) attributable to Atlantic Power Corporation		(95,772	)		(2,462	)
Net income (loss) per share attributable to Atlantic Power Corporation shareholders:
Basic	$	(0.85	)	$	(0.02	)
Diluted	$	(0.85	)	$	(0.02	)

(b)   Rockland

        On December 28, 2011, we purchased a 30% interest for $12.5 million in the Rockland Wind Project ("Rockland"), an 80 MW wind farm near American Falls, Idaho, that began operations in early December 2011. The Rockland Wind Project sells power under a 25-year power purchase agreement with Idaho Power. Rockland is accounted for under the equity method of accounting.

(c)   Cadillac

        On December 21, 2010, we acquired 100% of Cadillac Renewable Energy, LLC, which owns and operates a 39.6 MW wood-fired facility in Cadillac, Michigan. The purchase price was funded by $37.0 million using a portion of the cash raised in the public equity and convertible debenture offerings in October 2010 and the assumption of $43.1 million of project-level debt. The cash payment for the

F-21

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions and divestments (Continued)

acquisition of Cadillac was allocated to the net assets acquired based on our estimate of fair value. The total cash paid for the acquisition, less cash acquired in December 2010 was $35.1 million.

        The allocation of the purchase price to the net assets acquired is as follows:

Recognized amounts of identifiable assets acquired and liabilities assumed:
Working capital	$	5,643
Property, plant and equipment		42,101
Power purchase agreements		36,420
Interest rate swap derivative		(4,038	)
Project-level debt		(43,131	)
Total purchase price		36,995
Less cash acquired		(1,870	)
Cash paid, net of cash acquired	$	35,125

(d)   Piedmont

        On October 21, 2010, we completed the closing of non-recourse, project-level bank financing for our Piedmont Green Power project ("Piedmont"). The terms of the financing include an $82.0 million construction and term loan and a $51.0 million bridge loan for approximately 95% of the stimulus grant expected to be received from the U.S. Treasury 60 days after the start of commercial operations. In addition, we made an equity contribution of approximately $75.0 million for substantially all of the equity interest in the project. Piedmont is a 53.5 MW biomass plant located in Barnesville, Georgia, approximately 70 miles south of Atlanta. The Project was developed and will be managed by Rollcast Energy, Inc., a biomass developer in which we own a 60% interest.

(e)   Idaho Wind

        On July 2, 2010, we acquired a 27.6% equity interest in Idaho Wind Partners 1, LLC ("Idaho Wind") for $38.9 million and approximately $3.1 million in transaction costs. Idaho Wind began commercial operation in the fourth quarter of 2010. Our investment in Idaho Wind was funded with cash on hand and a $20.0 million borrowing under our revolving credit facility, which was repaid in October 2010 with a portion of the proceeds from a public offering. Idaho Wind is accounted for under the equity method of accounting.

(f)    Rollcast

        On March 31, 2009, we acquired a 40% equity interest in Rollcast Energy, Inc., a North Carolina Corporation for $3.0 million in cash. On March 1, 2010, we paid $1.2 million in cash for an additional 15% of the shares of Rollcast, increasing our interest from 40% to 55% and providing us control of Rollcast. We consolidated Rollcast as of that date. We previously accounted for our 40% interest in Rollcast as an equity method investment. On April 28, 2010, we paid an additional $0.8 million to increase our ownership interest in Rollcast to 60%.

F-22

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions and divestments (Continued)

        Rollcast is a developer of biomass power plants in the southeastern U.S. with several projects in various stages of development. The investment in Rollcast gives us the option but not the obligation to invest equity in Rollcast's biomass power plants.

        The following table summarizes the consideration transferred to acquire Rollcast and the preliminary estimated amounts of identifiable assets acquired and liabilities assumed at the March 1, 2010 acquisition date, as well as the fair value of the noncontrolling interest in Rollcast at the acquisition date:

Fair value of consideration transferred:
Cash	$	1,200
Other items to be allocated to identifiable assets acquired and liabilities assumed:
Fair value of our investment in Rollcast at the acquisition date		2,758
Fair value of noncontrolling interest in Rollcast		3,410
Gain recognized on the step acquisition		211
Total	$	7,579
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	1,524
Property, plant and equipment		130
Prepaid expenses and other assets		133
Capitalized development costs		2,705
Trade and other payables		(448	)
Total identifiable net assets		4,044
Goodwill		3,535
	$	7,579

        As a result of obtaining control over Rollcast, our previously held 40% interest was remeasured to fair value, resulting in a gain of $0.2 million. This has been recognized in other income (expense) in the consolidated statements of operations.

        The fair value of the noncontrolling interest of $3.4 million in Rollcast was estimated by applying an income approach using the discounted cash flow method. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 fair value measurement. The fair value estimate utilized an assumed discount rate of 9.4% which is composed of a risk-free rate and an equity risk premium determined by the capital asset pricing of companies deemed to be similar to Rollcast. The estimate assumed that no fair value adjustments are required because of the lack of control or lack of marketability that market participants would consider when estimating the fair value of the noncontrolling interest in Rollcast.

        The goodwill is attributable to the value of future biomass power plant development opportunities. It is not expected to be deductible for tax purposes. All of the $3.5 million of goodwill was assigned to the Un-allocated Corporate segment.

F-23

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions and divestments (Continued)

Divestments

(a)   Onondaga Renewables

        In the fourth quarter of 2011, the partners of Onondaga Renewables initiated a plan to sell their interests in the project. We determined that the carrying value of the Onondaga Renewables project was impaired and recorded a pre-tax long-lived asset impairment of $1.5 million. Our estimate of the fair market value of our 50% investment in the Onondaga Renewables project was determined based on quoted market prices for the remaining land and equipment. The Onondaga Renewables project is accounted for under the equity method of accounting and the impairment charge is included in equity earnings from unconsolidated affiliates in the consolidated statements of operations.

(b)   Topsham

        On February 28, 2011, we entered into a purchase and sale agreement with an affiliate of ArcLight for the purchase of our lessor interest in the project. The transaction closed on May 6, 2011 and we received proceeds of $8.5 million, resulting in no gain or loss on the sale.

(c)   Rumford

        During the three months ended September 30, 2009, we reviewed the recoverability of our 23.5% equity investment in the Rumford project. The review was undertaken as a result of not receiving distributions from the Project through the first nine months of 2009 and our view about the long-term economic viability of the plant upon expiration of the project's PPA on December 31, 2009.

        Based on this review, we determined that the carrying value of the Rumford project was impaired and recorded a pre-tax long-lived asset impairment of $5.5 million during 2009. The Rumford project is accounted for under the equity method of accounting and the impairment charge is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

        In the fourth quarter of 2009, Atlantic Power and the other limited partners in the Rumford project settled a dispute with the general partner related to the general partner's failure to pay distributions to the limited partners in 2009. Under the terms of the settlement, we received $2.9 million in distributions from Rumford in the fourth quarter of 2009. In addition, the general partner agreed to purchase the interests of all the limited partners in June 2010. In November 2010 we received our share of the sale proceeds of $2.0 million and recognized a gain on sale of investment of $1.5 million.

F-24

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Equity method investments

        The following tables summarize our equity method investments:

				Carrying value as of December 31,
	Percentage of Ownership as of December 31, 2011
Entity name				2011		2010
Frederickson		50.0	%		166,837		—
Orlando Cogen, LP		50.0	%		25,955		31,543
Badger Creek Limited		50.0	%		6,477		7,839
Onondaga Renewables, LLC		50.0	%		291		1,761
Topsham Hydro Assets		50.0	%		—		8,500
Koma Kulshan Associates		49.8	%		5,856		6,491
Chambers Cogen, LP		40.0	%		143,797		139,855
Delta-Person, LP		40.0	%		—		—
Rockland Wind Farm		30.0	%		12,500		—
Idaho Wind Partners 1, LLC		27.6	%		36,143		41,376
Selkirk Cogen Partners, LP		18.5	%		47,357		53,575
Gregory Power Partners, LP		17.1	%		3,520		3,662
PERH		14.3	%		25,609		—
Other		—			9		203
Total				$	474,351	$	294,805

        Equity in earnings (loss) of unconsolidated affiliates was as follows:

	Year Ended December 31,
Entity name	2011			2010			2009
Chambers Cogen, LP	$	7,739		$	13,144		$	6,599
Orlando Cogen, LP		863			2,031			3,152
Gregory Power Partners, LP		524			2,162			1,791
Koma Kulshan Associates		483			452			458
Frederickson		444			—			—
Onondaga Renewables, LLC		(1,761	)		(320	)		(600	)
Idaho Wind Partners 1, LLC		(1,563	)		(126	)		—
Selkirk Cogen Partners, LP		(406	)		(3,454	)		(280	)
Badger Creek Limited		(4	)		749			1,948
Delta-Person, LP		—			—			(644	)
Topsham Hydro Assets		—			(436	)		1,506
Rumford Cogeneration, LP		—			(359	)		(1,904	)
Mid-Georgia Cogen, LP		—			—			(2,686	)
Rollcast Energy, Inc. (Note 3(f))		—			(66	)		(267	)
Other		37			—			(559	)
Total		6,356			13,777			8,514
Distributions from equity method investments		(21,889	)		(16,843	)		(27,884	)
Equity in earnings (loss) of unconsolidated affiliates, net of distributions	$	(15,533	)	$	(3,066	)	$	(19,370	)

F-25

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Equity method investments (Continued)

        The following summarizes the balance sheets at December 31, 2011, 2010 and 2009, and operating results for each of the years ended December 31, 2011, 2010 and 2009, respectively, for our proportional ownership interest in equity method investments:

	2011		2010		2009
Assets
Current assets
Chambers	$	9,937	$	11,391	$	10,356
Orlando		6,892		6,965		6,725
Gregory		3,933		3,063		11,358
Selkirk		15,852		11,782		9,431
Badger Creek		766		2,714		2,567
Other		10,671		7,563		2,043
Non-Current assets
Chambers		245,842		253,388		259,989
Orlando		23,805		29,419		34,975
Gregory		16,092		19,490		12,351
Selkirk		47,737		65,036		78,748
Badger Creek		6,011		6,645		9,177
Other		313,142		128,763		34,631
	$	700,680	$	546,219	$	472,351
Liabilities
Current liabilities
Chambers	$	16,016	$	15,914	$	16,898
Orlando		4,742		4,841		5,313
Gregory		3,132		3,421		4,118
Selkirk		14,743		17,371		13,495
Badger Creek		300		1,520		1,795
Other		10,980		76,910		1,704
Non-Current liabilities
Chambers		95,966		109,010		123,946
Orlando		—		—		—
Gregory		13,373		15,470		16,660
Selkirk		1,489		5,872		17,654
Badger Creek		—		—		—
Other		65,588		1,085		11,538
	$	226,329	$	251,414	$	213,121

F-26

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Equity method investments (Continued)

	2011			2010			2009
Operating results
Revenue
Chambers	$	49,336		$	55,469		$	50,745
Orlando		40,345			42,062			41,911
Gregory		28,474			31,291			28,477
Selkirk		54,613			51,915			47,577
Badger Creek		6,546			13,485			12,861
Mid-Georgia		—			—			6,521
Other		16,499			3,501			23,327
		195,813			197,723			211,419
Project expenses
Chambers		39,358			38,377			40,540
Orlando		39,414			39,898			38,694
Gregory		27,440			27,324			24,893
Selkirk		49,595			48,496			44,045
Badger Creek		6,526			11,723			10,897
Mid-Georgia		—			—			6,519
Other		12,126			2,049			22,560
		174,459			167,867			188,148
Project other income (expense)
Chambers		(2,239	)		(3,948	)		(3,606	)
Orlando		(68	)		(133	)		(65	)
Gregory		(510	)		(1,805	)		(1,793	)
Selkirk		(5,424	)		(6,873	)		(3,812	)
Badger Creek		(24	)		(1,013	)		(16	)
Mid-Georgia		—			—			(2,688	)
Other		(6,733	)		(2,307	)		(2,777	)
		(14,998	)		(16,079	)		(14,757	)
Project income (loss)
Chambers	$	7,739		$	13,144		$	6,599
Orlando		863			2,031			3,152
Gregory		524			2,162			1,791
Selkirk		(406	)		(3,454	)		(280	)
Badger Creek		(4	)		749			1,948
Mid-Georgia		—			—			(2,686	)
Other		(2,360	)		(855	)		(2,010	)
		6,356			13,777			8,514

F-27

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Inventory

        Inventory consists of the following:

	December 31,
	2011		2010
Parts and other consumables	$	11,884	$	3,592
Fuel		6,744		1,906
Total inventory	$	18,628	$	5,498

6. Property, plant and equipment

	2011			2010			Depreciable Lives
Land	$	8,868		$	3,321
Office equipment, machinery and other		7,633			8,040		3 – 10 years
Leasehold improvements		3,413			2,810		7 – 15 years
Plant in service		1,487,375			349,411		1 – 45 years
		1,507,289			363,582
Foreign currency translation adjustment		(2,748	)		—
Less accumulated depreciation		(116,287	)		(91,752	)
	$	1,388,254		$	271,830

        Depreciation expense of $24.3 million, $11.1 million and $11.1 million was recorded for the years ended December 31, 2011, 2010 and 2009, respectively.

7. Goodwill, transmission system rights and other intangible assets and liabilities

        The following table details the changes in the carrying amount of goodwill by operating segment:

	Northeast		Northwest		Southwest		Un-allocated Corporate		Total
Balance at December 31, 2009	$	—	$	—	$	8,918	$	—	$	8,918
Acquisition of businesses		—		—		—		3,535		3,535
Balance at December 31, 2010		—		—		8,918		3,535		12,453
Acquisition of businesses		135,268		138,263		57,602		—		331,133
Balance at December 31, 2011	$	135,268	$	138,263	$	66,520	$	3,535	$	343,586

        Other intangible assets include power purchase agreements, fuel supply agreements and development costs. Transmission system rights represent the long-term right to approximately 72% of the regulated revenues of the Path 15 transmission line.

F-28

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Goodwill, transmission system rights and other intangible assets and liabilities (Continued)

        The following tables summarize the components of our intangible assets and other liabilities subject to amortization for the years ended December 31, 2011 and 2010:

				Other Intangible Assets, Net
	Transmission System Rights			Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2011	$	231,669		$	639,699		$	33,845		$	1,786	$	675,330
Foreign currency translation adjustment		—			(877	)		—			—		(877	)
Less: accumulated amortization		(51,387	)		(63,908	)		(26,271	)		—		(90,179	)
Net carrying amount, December 31, 2011	$	180,282		$	574,914		$	7,574		$	1,786	$	584,274

			Power Purchase and Fuel Supply Agreement Liabilities, Net
	Transmission System Rights		Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2011	$	—	$	(35,288	)	$	(38,106	)	$	—	$	(73,394	)
Foreign currency translation adjustment		—		127			121			—		248
Less: accumulated amortization		—		398			973			—		1,371
Net carrying amount, December 31, 2011	$	—	$	(34,763	)	$	(37,012	)	$	—	$	(71,775	)

				Other Intangible Assets, Net
	Transmission System Rights			Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2010	$	231,669		$	110,470		$	33,845		$	1,147	$	145,462
Less: accumulated amortization		(43,535	)		(39,190	)		(17,810	)		—		(57,000	)
Net carrying amount, December 31, 2010	$	188,134		$	71,280		$	16,035		$	1,147	$	88,462

        The following table presents amortization of intangible assets for the years ended December 31, 2011, 2010 and 2009:

	2011		2010		2009
Transmission system rights	$	7,852	$	7,849	$	7,849
Power purchase agreements		24,021		12,411		12,406
Fuel supply agreements		7,091		8,461		9,468
Total amortization	$	38,964	$	28,721	$	29,723

F-29

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Goodwill, transmission system rights and other intangible assets and liabilities (Continued)

        The following table presents estimated future amortization for the next five years related to our transmission system rights, purchase power agreements and fuel supply agreements:

Year Ended December 31,	Transmission System Rights		Power Purchase Agreements		Fuel Supply Agreements
2012	$	7,849	$	69,039	$	1,722
2013		7,849		66,218		(5,852	)
2014		7,849		55,282		(5,852	)
2015		7,849		55,282		(5,852	)
2016		7,849		55,282		(5,852	)

8. Other long-term liabilities

        Other long-term liabilities consist of the following:

	2011		2010
Asset retirement obligations	$	52,336	$	—
Net pension liability		2,243		—
Deferred revenue		1,623		—
Other		1,657		2,376
	$	57,859	$	2,376

        We assumed asset retirement obligations in our acquisition of the Partnership. We recorded these retirement obligations as it is legally required to remove these facilities at the end of their useful lives and restore the sites to their original condition. The following table represents the fair value of ARO obligations at the date of acquisition along with the additions, reductions and accretion related to our ARO obligations for the year ended December 31, 2011:

	2011
Asset retirement obligations beginning of year	$	—
Asset retirement obligations assumed in acquisition		52,230
Accretion of asset retirement obligations		223
Foreign currency translation adjustments		(117	)
Asset retirement obligations, end of year	$	52,336

F-30

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-term debt

        Long-term debt consists of the following:

	December 31, 2011			December 31, 2010			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	—		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		206,490			—		5.95%
Senior unsecured notes, due July 2014		190,000			—		5.90%
Senior unsecured notes, due August 2017		150,000			—		5.87%
Senior unsecured notes, due August 2019		75,000			—		5.97%
Non-Recourse Debt:
Epsilon Power Partners term faciliy, due 2019		34,982			36,482		7.40%
Path 15 senior secured bonds		145,879			153,868		7.90% – 9.00%
Auburndale term loan, due 2013		11,900			21,700		5.10%
Cadillac term loan, due 2025		40,231			42,531		6.02% – 8.00%
Piedmont construction loan, due 2013		100,796			—		Libor plus 3.50%
Purchase accounting fair value adjustments		10,580			11,305
Less current maturities		(20,958	)		(21,587	)
Total long-term debt	$	1,404,900		$	244,299

Notes of Atlantic Power Corporation

        On November 4, 2011, we completed a private placement of $460.0 million aggregate principal amount of 9.0% senior notes due 2018 (the "Atlantic Notes" or "Senior Notes") to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The Senior Notes were issued at an issue price of 97.471% of the face amount of the Atlantic Notes for aggregate gross proceeds to us of $448.0 million. The Atlantic Notes are senior unsecured obligations, guaranteed by certain of our subsidiaries.

Notes of the Partnership

        The Partnership, a wholly-owned subsidiary acquired on November 5, 2011, has outstanding Cdn$210.0 million ($206.5 million at December 31, 2011) aggregate principal amount of 5.95% senior unsecured notes, due June 2036 (the "Partnership Notes"). Interest on the Partnership Notes is payable semi-annually at 5.95%. Pursuant to the terms of the Partnership Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership. The Partnership Notes are guaranteed by Atlantic Power Preferred Equity Ltd., an indirect, wholly-owned subsidiary acquired in connection with the acquisition of the Partnership.

Notes of Curtis Palmer LLC

        Curtis Palmer LLC has outstanding $190.0 million aggregate principal amount of 5.90% senior unsecured notes, due July 2014 (the "Curtis Palmer Notes"). Interest on the Curtis Palmer Notes is payable semi-annually at 5.90%. Pursuant to the terms of the Curtis Palmer Notes, we must meet

F-31

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-term debt (Continued)

certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership. The Curtis Palmer Notes are guaranteed by the Partnership.

Notes of Atlantic Power (US) GP

        Atlantic Power (US) GP, an indirect, wholly-owned subsidiary acquired in connection with the acquisition of the Partnership, has outstanding $150.0 million aggregate principal amount of 5.87% senior guaranteed notes, Series A, due August 2017 (the "Series A Notes"). Interest on the Series A Notes is payable semi-annually at 5.87%. Atlantic Power (US) GP has also outstanding $75.0 million aggregate principal amount of 5.97% senior guaranteed notes, Series B, due August 2019 (the "Series B Notes"). Interest on the Series B Notes is payable semi-annually at 5.97%. Pursuant to the terms of the Series A Notes and the Series B Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership and Atlantic Power (US) GP. The Series A Notes and the Series B Notes are guaranteed by the Partnership and by Curtis Palmer LLC.

Non-Recourse Debt

        Project-level debt of our consolidated projects is secured by the respective project and its contracts with no other recourse to us. Project-level debt generally amortizes during the term of the respective revenue generating contracts of the projects. The loans have certain financial covenants that must be met. At December 31, 2011, all but one of our projects were in compliance with the covenants contained in project-level debt. The project that was not in compliance with its debt covenants received a waiver from the creditor subsequent to December 31, 2011. However, our Epsilon Power Partners, Selkirk, Delta-Person and Gregory projects had not achieved the levels of debt service coverage ratios required by the project-level debt arrangements as a condition to make distributions and were therefore restricted from making distributions to us.

        The required coverage ratio at Epsilon Power Partners is calculated based on the most recent four quarters cash flow results from Chambers. Reduced cash flows resulted in the project not meeting cash flow coverage ratio tests in its non-recourse debt, so we received no distributions from Chambers in 2009 and in the first nine months of 2010. The Chambers project began to meet the cash flow coverage ratio for its non-recourse debt again as of September 30, 2010, and the project began distributions to our project holding company, Epsilon Power Partners, in October 2010. However, the required cash flow coverage ratio on the debt at Epsilon Power Partners has not been achieved and, as a result, Epsilon has not made any distributions to us during 2009, 2010 and 2011. Based on our current projections, Epsilon will continue receiving distributions from the project in 2012 based on meeting the required debt service coverage ratios, and we expect Epsilon to resume making distributions to us in late 2013.

        The required coverage ratio at Selkirk is calculated based on both historical project cash flows for the previous six months, as well as projected project cash flows for the next six months. Increased natural gas transportation costs attributable to a contractual price increase at Selkirk are the primary contributors to the project not currently meeting its minimum coverage ratio. The Selkirk debt will be paid in full during 2012, after which we expect to resume receiving distributions from the project.

F-32

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-term debt (Continued)

        The required coverage ratio at Delta-Person is based on the most recent four-quarter period. The higher operations and maintenance costs caused Delta-Person to fail its debt service coverage ratio and restrict cash distributions for 2010 and 2011.

        The required coverage ratio at Gregory is calculated based on both historical project cash flows for the previous six months, as well as projected cash flows for the next six months. Increased fuel costs in 2011 attributable to fuel hedges that expired at the end of 2010 are the primary contributors to the project not currently meeting its debt service coverage ratio requirements.

Senior Credit Facility

        On November 4, 2011, we entered into an Amended and Restated Credit Agreement, pursuant to which we increased the capacity under our existing credit facility from $100.0 million to $300.0 million on a senior secured basis, $200.0 million of which may be utilized for letters of credit. Borrowings under the facility are available in U.S. dollars and Canadian dollars and bear interest at a variable rate equal to the U.S. Prime Rate, the London Interbank Offered Rate or the Canadian Prime Rate, as applicable, plus an applicable margin of between 0.75% and 3.00% that varies based on our corporate credit rating. The credit facility matures on November 4, 2015.

        The credit facility contains representations, warranties, terms and conditions customary for credit facilities of this type. We must meet certain financial covenants under the terms of the credit facility, which are generally based on ratios of debt to EBITDA and EBITDA to interest. The credit facility is secured by pledges of certain assets and interests in certain subsidiaries. We expect to remain in compliance with the covenants of the credit facility for at least the next 12 months.

        As of December 31, 2011, the applicable margin was 2.75%. As of December 31, 2011, $58.0 million was drawn on the senior credit facility and $107.3 million was issued in letters of credit, but not drawn, to support contractual credit requirements at several of our projects.

        Principal payments on the maturities of our debt due in the next five years and thereafter are as follows:

2012	$	20,958
2013		75,059
2014		209,854
2015		21,771
2016		21,677
Thereafter		1,065,959
	$	1,415,278

10. Convertible debentures

        In 2006 we issued, in a public offering, Cdn$60 million aggregate principal amount of 6.25% convertible secured debentures (the "2006 Debentures") for gross proceeds of $52.8 million. The 2006 Debentures pay interest semi-annually on April 30 and October 31 of each year. The 2006 Debentures had an initial maturity date of October 31, 2011 and are convertible into approximately 80.6452 common shares per Cdn$1,000 principal amount of 2006 Debentures, at any time, at the option of the

F-33

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Convertible debentures (Continued)

holder, representing a conversion price of Cdn$12.40 per common share. In 2009, the holders of the 2006 Debentures approved an amendment to increase the annual interest rate from 6.25% to 6.50% and separately, an extension of the maturity date from October 2011 to October 2014.

        On December 17, 2009, we issued, in a public offering, Cdn$86.3 million aggregate principal amount of 6.25% convertible unsecured debentures (the "2009 Debentures") for gross proceeds of $82.1 million. The 2009 Debentures pay interest semi-annually on March 15 and September 15 of each year beginning on September 15, 2010. The 2009 Debentures mature on March 15, 2017 and are convertible into approximately 76.9231 common shares per Cdn$1,000 principal amount of 2009 Debentures, at any time, at the option of the holder, representing a conversion price of Cdn$13.00 per common share.

        On October 20, 2010, we issued, in a public offering, Cdn$80.5 million aggregate principal amount of 5.60% convertible unsecured subordinated debentures (the "2010 Debentures") for gross proceeds of $78.9 million. The 2010 Debentures pay interest semi-annually on June 30 and December 30 of each year beginning June 30, 2011. The 2010 Debentures mature on June 30, 2017, unless earlier redeemed. The debentures are convertible into our common shares at an initial conversion rate of 55.2486 common shares per Cdn$1,000 principal amount of 2010 Debentures, at any time, at the option of the holder, representing an initial conversion price of approximately Cdn$18.10 per common share.

        The following table provides details related to outstanding convertible debentures:

	6.5% Debentures due 2014			6.25% Debentures due 2017			5.6% Debentures due 2017		Total
Balance at December 31, 2009 (Cdn$)		60,000			86,250			—		146,250
Principal amount converted to equity (Cdn$)		(4,199	)		(3,126	)		—		(7,325	)
Issuance of 5.6% Debentures		—			—			80,500		80,500
Balance at December 31, 2010 (Cdn$)		55,801			83,124			80,500		219,425
Principal amount converted to equity (Cdn$)		(10,948	)		(15,691	)		—		(26,639	)
Balance at December 31, 2011 (Cdn$)		44,853			67,433			80,500		192,786
Balance at December 31, 2011 (US$)	$	44,103		$	66,306		$	79,154	$	189,563
Common shares issued on conversion during the year ended December 31, 2011		882,893			1,206,992			—		2,089,885

        Aggregate interest expense related to the 2006, 2009 and 2010 Debentures was $12.1 million, $9.9 million and $3.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.

F-34

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Fair value of financial instruments

        The estimated carrying values and fair values of our recorded financial instruments related to operations are as follows:

	2011				2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	60,651	$	60,651	$	45,497	$	45,497
Restricted cash		21,412		21,412		15,744		15,744
Derivative assets current		10,411		10,411		8,865		8,865
Derivative assets non-current		22,003		22,003		17,884		17,884
Derivative liabilities current		20,592		20,592		10,009		10,009
Derivative liabilities non-current		33,170		33,170		21,543		21,543
Revolving credit facility and long-term debt, including current portion		1,483,858		1,462,474		265,886		281,491
Convertible debentures		189,563		207,888		220,616		242,316

        Our financial instruments that are recorded at fair value have been classified into levels using a fair value hierarchy.

        The three levels of the fair value hierarchy are defined below:

Level 1—Unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. Financial assets utilizing Level 1 inputs include active exchange-traded securities.

Level 2—Quoted prices available in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are directly observable, and inputs derived principally from market data.

Level 3—Unobservable inputs from objective sources. These inputs may be based on entity-specific inputs. Level 3 inputs include all inputs that do not meet the requirements of Level 1 or Level 2.

        The following represents the recurring measurements of fair value hierarchy of our financial assets and liabilities that were recognized at fair value as of December 31, 2011 and December 31, 2010. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	60,651	$	—	$	—	$	60,651
Restricted cash		21,412		—		—		21,412
Derivative instruments asset		—		32,414		—		32,414
Total	$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability	$	—	$	53,762	$	—	$	53,762
Total	$	—	$	53,762	$	—	$	53,762

F-35

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Fair value of financial instruments (Continued)

	December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	45,497	$	—	$	—	$	45,497
Restricted cash		15,744		—		—		15,744
Derivative instruments asset		—		26,749		—		26,749
Total	$	61,241	$	26,749	$	—	$	87,990
Liabilities:
Derivative instruments liability	$	—	$	31,552	$	—	$	31,552
Total	$	—	$	31,552	$	—	$	31,552

        The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk free interest rate.

        We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties. As of December 31, 2011, the credit valuation adjustments resulted in a $5.8 million net increase in fair value, which consists of a $0.9 million pre-tax gain in other comprehensive income and a $5.1 million gain in change in fair value of derivative instruments, offset by a $0.2 million loss in foreign exchange. As of December 31, 2010, the credit reserve resulted in a $0.6 million net increase in fair value, which is attributable to a $0.2 million pre-tax gain in other comprehensive income and a $0.5 million gain in change in fair value of derivative instruments, partially offset by a $0.1 million loss in foreign exchange.

        The carrying amounts for cash and cash equivalents and restricted cash approximate fair value due to their short-term nature. The fair value of long-term debt, subordinated notes and convertible debentures was determined using quoted market prices, as well as discounting the remaining contractual cash flows using a rate at which we could issue debt with a similar maturity as of the balance sheet date.

F-36

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Accounting for derivative instruments and hedging activities

        We recognize all derivative instruments on the balance sheet as either assets or liabilities and measure them at fair value each reporting period. For certain contracts designated as cash flow hedges, we defer the effective portion of the change in fair value of the derivatives to accumulated other comprehensive income (loss), until the hedged transactions occur and are recognized in earnings. The ineffective portion of a cash flow hedge is immediately recognized in earnings.

        For derivatives that are not designated as cash flow hedges, the changes in the fair value are immediately recognized in earnings. The guidelines apply to our natural gas swaps, interest rate swaps, and foreign exchange contracts.

Natural gas swaps

        The operating margin at our 50% owned Orlando project is exposed to changes in natural gas prices following the expiration of its fuel contract at the end of 2013. In the third quarter of 2010 we entered into natural gas swaps in order to effectively fix the price of 1.2 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2014 and 2015. In the third quarter of 2011, we entered into additional natural gas swaps for 2014 and 2015 increasing the total to 2.0 million Mmbtu or approximately 40% of our share of expected natural gas purchases for that period. Also in the third quarter of 2011, we entered into natural gas swaps to effectively fix the price of 1.3 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2016 and 2017.

        The Lake project's operating margin is exposed to changes in natural gas spot market prices through the expiration of its PPA on July 31, 2013. The Auburndale project purchases natural gas under a fuel supply agreement that provides approximately 80% of the project's fuel requirements at fixed prices through June 30, 2012. The remaining 20% is purchased at spot market prices and therefore the project is exposed to changes in natural gas prices for that portion of its gas requirements through the termination of the fuel supply agreement and 100% of its natural gas requirements from the expiration of the fuel supply agreement in mid-2012 until the termination of its PPA at the end of 2013.

        Our strategy to mitigate the future exposure to changes in natural gas prices at Orlando, Lake and Auburndale consists of periodically entering into financial swaps that effectively fix the price of natural gas expected to be purchased at these projects. These natural gas swaps are derivative financial instruments and are recorded in the consolidated balance sheet at fair value and the changes in their fair market value are recorded in the consolidated statement of operations.

Interest rate swaps

        The Cadillac project has an interest rate swap agreement that effectively fixes the interest rate at 6.02% from February 16, 2011 to February 15, 2015, 6.14% from February 16, 2015 to February 15, 2019, 6.26% from February 16, 2019 to February 15, 2023, and 6.38% thereafter. The notional amount of the interest rate swap agreement matches the outstanding principal balance over the remaining life of Cadillac's debt. This swap agreement, which qualifies for and is designated as a cash flow hedge, is effective through June 2025 and changes in the fair market value is recorded in accumulated other comprehensive income.

F-37

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Accounting for derivative instruments and hedging activities (Continued)

        The Auburndale project hedged a portion of its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 3.12%. The notional amount of the swap matches the outstanding principal balance over the remaining life of Auburndale's debt. This swap agreement is effective through November 30, 2013. The interest rate swap agreement was designated as a cash flow hedge of the forecasted interest payments under the project-level Auburndale debt agreement and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Piedmont project has interest rate swap agreements to economically fix its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 1.7% plus an applicable margin ranging from 3.5% to 3.75% from March 31, 2011 to February 29, 2016. From February 2016 until the maturity of the debt in November 2017, the fixed rate of the swap is 4.47% and the applicable margin is 4.0%, resulting in an all-in rate of 8.47%. The swap continues at the fixed rate of 4.47% from the maturity of the debt in November 2017 until November 2030. The notional amounts of the interest rate swap agreements match the estimated outstanding principal balance of Piedmont's cash grant bridge loan and the construction loan facility that will convert to a term loan. The interest rate swaps were executed on October 21, 2010 and November 2, 2010 and expire on February 29, 2016 and November 30, 2030, respectively. The interest rate swap agreements are not designated as hedges, and changes in their fair market value are recorded in the consolidated statements of operations.

        In July 2007, we executed an interest rate swap to economically fix the exposure to changes in interest rates related to the variable-rate non-recourse debt at our wholly-owned subsidiary Epsilon Power Partners. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.29%. In June 2010, the swap agreement was amended to reduce the fixed interest rate 4.24% and extend the maturity date from July 2012 to July 2019. The notional amount of the swap matches the outstanding principal balance over the remaining life of Epsilon Power Partners' debt. This interest rate swap agreement is not designated as a hedge and changes in its fair market value are recorded in the consolidated statements of operations.

Foreign currency forward contracts

        We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates, as we generate cash flow in U.S. dollars and Canadian dollars but pay dividends to shareholders and interest on convertible debentures predominantly in Canadian dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the long-term sustainability of dividends to shareholders. We have executed this strategy by entering into forward contracts to purchase Canadian dollars at a fixed rate to hedge approximately 99% of our expected dividend and convertible debenture interest payments through 2015. Changes in the fair value of the forward contracts partially offset foreign exchange gain or losses on the U.S. dollar equivalent of our Canadian dollar obligations. At December 31, 2011, the forward contracts consist of (1) monthly purchases through the end of 2013 of Cdn$6.0 million at an exchange rate of Cdn$1.134 per U.S. dollar and (2) contracts assumed in our acquisition of the Partnership with various expiration dates through December 2015 to purchase a total of Cdn$215.5 million at an average exchange rate of Cdn$1.134 per U.S. dollar. It is our intention to periodically consider extending the length or terminating these forward contracts.

F-38

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Accounting for derivative instruments and hedging activities (Continued)

Volume of forecasted transactions

        We have entered into derivative instruments in order to economically hedge the following notional volumes of forecasted transactions as summarized below, by type, excluding those derivatives that qualified for the normal purchases and normal sales exception as of December 31, 2011 and 2010:

	Units	December 31, 2011		December 31, 2010
Natural gas swaps	Natural gas (Mmbtu)		14,140		15,540
Interest rate swaps	Interest (US$)	$	52,711	$	44,228
Currency forwards	Cdn$	$	312,533	$	219,800

Fair value of derivative instruments

        We have elected to disclose derivative instrument assets and liabilities on a trade-by-trade basis and do not offset amounts at the counterparty master agreement level. The following table summarizes the fair value of our derivative assets and liabilities:

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

F-39

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Accounting for derivative instruments and hedging activities (Continued)

	December 31, 2010
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	2,124
Interest rate swaps long-term		—		2,626
Total derivative instruments designated as cash flow hedges		—		4,750
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		1,286
Interest rate swaps long-term		3,299		2,000
Foreign currency forward contracts current		8,865		—
Foreign currency forward contracts long-term		14,585		—
Natural gas swaps current		—		6,599
Natural gas swaps long-term		—		16,917
Total derivative instruments not designated as cash flow hedges		26,749		26,802
Total derivative instruments	$	26,749	$	31,552

Accumulated other comprehensive income

        The following table summarizes the changes in the accumulated other comprehensive income (loss) ("OCI") balance attributable to derivative financial instruments designated as a hedge, net of tax:

For the year ended December 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2011	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		(2,647	)		—			(2,647	)
Realized from OCI during the period		1,370			(361	)		1,009
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Gains (losses) expected to be realized from OCI in the next 12 months, net of $471 tax	$	936		$	(230	)	$	706

For the year ended December 31, 2010	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2010	$	(538	)	$	(321	)	$	(859	)
Change in fair value of cash flow hedges		(360	)		—			(360	)
Realized from OCI during the period		471			1,003			1,474
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255

F-40

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Accounting for derivative instruments and hedging activities (Continued)

For the year ended December 31, 2009	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2009	$	(501	)	$	(2,635	)	$	(3,136	)
Change in fair value of cash flow hedges		(565	)		(1,985	)		(2,550	)
Realized from OCI during the period		528			4,299			4,827
Accumulated OCI balance at December 31, 2009	$	(538	)	$	(321	)	$	(859	)

        A $5.1 million loss was deferred in other comprehensive loss for natural gas swap contracts accounted for as cash flow hedges prior to July 1, 2009 when hedge accounting for these natural gas swaps was discontinued prospectively. Amortization of the remaining loss (income) in other comprehensive income of $(0.6) million, $1.7 million, and $7.2 million was recorded in change in fair value of derivative instruments for the years ended December 31, 2011, 2010 and 2009, respectively.

Impact of derivative instruments on the consolidated income statements

        The following table summarizes realized (gains) and losses for derivative instruments not designated as cash flow hedges:

		Year ended December 31,
	Classification of (gain) loss recognized in income
		2011		2010			2009
Natural gas swaps	Fuel	$	9,269	$	9,141		$	10,089
Interest rate swaps	Interest, net		4,166		1,664			1,446
Foreign currency forwards	Foreign exchange (gain) loss		5,201		(6,625	)		(3,864	)

        The following table summarizes the unrealized gains and (losses) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

		Year ended December 31,
	Classification of (gain) loss recognized in income
		2011		2010			2009
Natural gas swaps	Change in fair value of derivatives	$	10,540	$	17,470		$	(7,182	)
Interest rate swaps	Change in fair value of derivatives		12,236		(3,423	)		369
		$	22,776	$	14,047		$	(6,813	)
Forward currency forwards	Foreign exchange (gain) loss	$	14,211	$	(3,542	)	$	(31,138	)

13. Income taxes

	2011			2010		2009
Current income tax expense (benefit)	$	1,584		$	960	$	(9,257	)
Deferred tax expense (benefit)		(9,908	)		17,964		(6,436	)
Total income tax expense (benefit)	$	(8,324	)	$	18,924	$	(15,693	)

F-41

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Income taxes (Continued)

        The following is a reconciliation of income taxes calculated at the Canadian enacted statutory rate of 26.5%, 28.5%, and 30.0% at December 31, 2011, 2010 and 2009, respectively, to the provision for income taxes in the consolidated statements of operations:

	2011			2010		2009
Computed income taxes at Canadian statutory rate	$	(11,651	)	$	4,295	$	(16,254	)
Increases (decreases) resulting from:
Operating countries with different income tax rates		(5,636	)		1,537		(5,418	)
	$	(17,287	)	$	5,832	$	(21,672	)
Valuation allowance		9,373			12,289		22,005
		(7,914	)		18,121		333
Dividend withholding tax		371			765		—
Foreign exchange		(113	)		—		—
Permanent differences		(1,479	)		—		(1,131	)
Canadian loss carryforwards		—			—		(13,204	)
Non-deductible acquisition costs		4,287			—		—
Non-deductible interest expense		2,134			—		—
Federal grant		(6,573	)		—		—
Prior year true-up		2,246			—		(1,970	)
Other		(1,283	)		38		279
		(410	)		803		(16,026	)
	$	(8,324	)	$	18,924	$	(15,693	)

F-42

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Income taxes (Continued)

        The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2011 and 2010 are presented below:

	2011			2010
Deferred tax assets:
Intangible assets	$	—		$	37,488
Loss carryforwards		122,472			58,702
Other accrued liabilities		28,059			18,869
Issuance costs		6,532			2,312
Disallowed interest carryforward		9,189			—
Unrealized foreign exchange gain		441			—
Other		—			130
Total deferred tax assets		166,693			117,501
Valuations allowance		(89,020	)		(79,420	)
		77,673			38,081
Deferred tax liabilities:
Intangible assets		(121,055	)		—
Property, plant and equipment		(133,689	)		(66,535	)
Natural gas and interest rate hedges		—			(170	)
Derivative contracts		(4,752	)		—
Unrealized foreign exchange gain		—			(815	)
Other long-term investments		(921	)		—
Other		(181	)		—
Total deferred tax liabilities		(260,598	)		(67,520	)
Net deferred tax liability	$	(182,925	)	$	(29,439	)

        The following table summarizes the net deferred tax position as of December 31, 2011 and 2010:

	2011			2010
Long-term deferred tax liabilities, net		(182,925	)		(29,439	)
Net deferred tax liabilities	$	(182,925	)	$	(29,439	)

        As of December 31, 2011, we have recorded a valuation allowance of $89.0 million. This amount is comprised primarily of provisions against available Canadian and U.S. net operating loss carryforwards. In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies.

F-43

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Income taxes (Continued)

        As of December 31, 2011, we had the following net operating loss carryforwards that are scheduled to expire in the following years:

2022	$	4,245
2023		9,320
2024		8,504
2025		243
2026		5,865
2027		70,447
2028		103,477
2029		79,911
2030		25,941
2031		44,922
	$	352,875

14. Long-term incentive plan

        The following table summarizes the changes in outstanding LTIP notional units during the years ended December 31, 2011, 2010 and 2009:

	Units			Grant Date Weighted-Average Fair Value per Unit
Outstanding at December 31, 2008		263,592		$	9.76
Granted		267,408			5.76
Additional shares from dividends		49,540			7.80
Vested and redeemed		(109,260	)		9.71
Outstanding at December 31, 2009		471,280			7.30
Granted		305,112			13.29
Additional shares from dividends		46,854			9.54
Vested and redeemed		(222,265	)		7.94
Outstanding at December 31, 2010		600,981			10.28
Granted		216,110			14.02
Additional shares from dividends		36,204			11.04
Forfeitures		(103,991	)		11.55
Vested and redeemed		(263,523	)		9.40
Outstanding at December 31, 2011		485,781		$	11.49

F-44

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Long-term incentive plan (Continued)

        The fair value of all outstanding notional units under the LTIP was $6.4 million and $7.8 million for the years ended December 31, 2011 and 2010. Compensation expense related to LTIP was $3.2 million, $4.5 million and $2.2 million for the years ended December 31, 2011, 2010 and 2009, respectively. Cash payments made for vested notional units were $1.5 million, $2.8 million and $0.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.

        The fair value of awards granted under the amended LTIP with market vesting conditions is based upon a Monte Carlo simulation model on their grant date.

        The Monte Carlo simulation model utilizes multiple input variables over the performance period in order to determine the likely relative total shareholder return. The Monte Carlo simulation model simulated our total shareholder return and for our peer companies during the remaining time in the performance period with the following inputs: (i) stock price on the measurement date, (ii) expected volatility, (iii) risk-free interest rate, (iv) dividend yield and (v) correlations of historical common stock returns between Atlantic Power Corporation and the peer companies. Expected volatilities utilized in the Monte Carlo model are based on historical volatility of the Company's and the peer companies' stock prices over a period equal in length to that of the remaining vesting period. The risk free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant with a term equal to the performance period assumption at the time of grant. Both the total shareholder return performance and the fair value of the notional units under the Monte Carlo simulation are determined with the assistance of a third party.

        The calculation of simulated total shareholder return under the Monte Carlo model for the remaining time in the performance period included the following assumptions:

	Year ended December 31, 2011		Year ended December 31, 2010
Weighted average risk free rate of return		0.15 – 0.28%		0.71%
Dividend yield		7.90%		9.39%
Expected volatility – Company		22.2%		40.0%
Expected volatility – peer companies		17.3 – 112.9%		25.0 – 55.0%
Weighted average remaining measurement period		0.87 years		1.43 years

15. Defined benefit plan

        As a result of our acquisition of the Partnership, we will continue to sponsor and operate a defined benefit pension plan that is available to certain legacy employees of the acquired company. The Atlantic Power Services Canada LP Pension Plan (the "Plan") is maintained solely for certain eligible legacy Partnership participants. The Plan is a defined benefit pension plan that allows for employee contributions.

        We expect to contribute $1.3 million to the pension plans in 2012.

F-45

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Defined benefit plan (Continued)

        The net annual periodic pension cost related to the pension plan for the period beginning November 5, 2011 and ended on December 31, 2011 includes the following components:

	2011
Service cost benefits earned	$	103
Interest cost on benefit obligation		91
Expected return on plan assets		(89	)
Net period benefit cost	$	105

        A comparison of the pension benefit obligation and related plan assets for the pension plan is as follows:

	2011
Benefit obligation at November 5, 2011	$	(11,909	)
Service cost		(103	)
Interest cost		(90	)
Actuarial loss		(599	)
Employee contributions		(11	)
Foreign currency translation adjustment		(13	)
Benefit obligation at December 31, 2011		(12,725	)
Fair value of plan assets at November 5, 2011		10,525
Actual return on plan assets		(65	)
Employee contributions		11
Foreign currency translation adjustment		11
Fair value of plan assets at December 31, 2011		10,482
Funded status at December 31, 2011—excess of obligation over assets	$	(2,243	)

        Amounts recognized in the balance sheet were as follows:

	2011
Non-current liabilities	$	2,243

        Amounts recognized in accumulated OCI that have not yet been recognized as components of net periodic benefit cost were as follows, net of tax:

	2011
Unrecognized loss	$	489

        We estimate that there will be no amortization of net loss for the pension plan from accumulated OCI to net periodic cost over the next fiscal year.

F-46

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Defined benefit plan (Continued)

        The following table presents the balances of significant components of the pension plan:

	2011
Projected benefit obligation	$	12,725
Accumulated benefit obligation		9,900
Fair value of plan assets		10,482

        The market-related value of the pension plan's assets is the fair value of the assets. The fair values of the pension plan's assets by asset category and their level within the fair value hierarchy are as follows:

	Level 1	Level 2		Level 3		Total
Common/Collective Trust Canadian equity investments	$	$	3,166	$	—	$	3,166
Common/Collective Trust U.S. equity investments			1,429		—		1,429
Common/Collective Trust International equity investments			1,383		—		1,383
Common/Collective Trust Corporate bond investment—fixed income			4,200		—		4,200
Common/Collective Trust Other fixed income			304		—		304
Total	$	$	10,482	$	—	$	10,482

        We determine the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of the common/collective trusts is valued at a fair value which is equal to the sum of the market value of all of the fund's underlying investments, and is categorized as Level 2. There are no investments categorized as Level 1 or 3.

        The following table presents the significant assumptions used to calculate our benefit obligations:

	2011
Weighted-Average Assumptions
Discount rate		4.75%
Rate of compensation increase		3.00% – 4.00%

        The following table presents the significant assumptions used to calculate our benefit expense:

	2011
Weighted-Average Assumptions
Discount rate		4.75%
Rate of return on plan assets		5.50%
Rate of compensation increase		3.0% – 4.0%

        We use December 31 as the measurement date for the Plan, and we set the discount rate assumptions on an annual basis on the measurement date. This rate is determined by management

F-47

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Defined benefit plan (Continued)

based on information provided by our actuary. The discount rate assumptions reflect the current rate at which the associated liabilities could be effectively settled at the end of the year. The discount rate assumptions used to determine future pension obligations as of December 31, 2011 was based on the CIA / Natcan curve, which was designed by the Canadian Institute of Actuaries and Natcan Investment Management to provide a means for sponsors of Canadian plans to value the liabilities of their postretirement benefit plans. The CIA / Natcan curve is a hypothetical yield curve represented by extrapolating the corporate AA-rated yield curve beyond 10 years using yields on provincial AA bonds with a spread added to the provincial AA yields to approximate the difference between corporate AA and provincial AA credit risk. The CIA / Natcan curve utilizes this approach because there are very few corporate bonds rated AA or above with maturities of 10 years or more in Canada.

        We employ a balanced total return investment approach, whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, and the plan's funded status. Plan assets are currently invested in a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across Canadian, U.S. and other international equities, as well as among growth, value and small and large capitalization stocks.

        The pension plan assets weighted average allocations were as follows:

	2011
Canadian equity		30	%
U.S. equity		14	%
International equity		13	%
Canadian fixed income		40	%
International fixed income		3	%
		100	%

        Our expected future benefit payments for each of the next five years and in the aggregate for the five years thereafter, are as follows:

	2011
2012	$	225
2013		252
2014		293
2015		319
2016		362
2017 – 2021		412

16. Common shares

        On November 5, 2011, we issued 31,500,215 common shares as part of the consideration paid in the acquisition of the Partnership. See Note 3 for further details.

        On October 19, 2011, we closed a public offering of 12,650,000 of our common shares, which included 1,650,000 common shares issued pursuant to the exercise in full of the underwriters' over-allotment option, at a purchase price of $13.00 per common share sold in U.S. dollars and Cdn$13.26 per common share sold in Canadian dollars, for net proceeds of $155.4 million. We used the

F-48

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Common shares (Continued)

net proceeds from the offering to fund a portion of the cash portion of our acquisition of the Partnership.

        On October 20, 2010, we completed a public offering of 6,029,000 common shares, including 784,000 common shares issued pursuant to the exercise in full of the underwriters' over-allotment option, at a price of $13.35 per common share. We received net proceeds from the common share offering, after deducting the underwriters' discounts and expenses, of approximately $75.3 million.

17. Preferred shares issued by a subsidiary company

        In 2007, a subsidiary acquired in our acquisition of the Partnership issued 5.0 million 4.85% Cumulative Redeemable Preferred Shares, Series 1 (the Series 1 Shares) priced at Cdn$25.00 per share. Cumulative dividends are payable on a quarterly basis at the annual rate of Cdn$1.2125 per share. On or after June 30, 2012, the Series 1 Shares are redeemable by the subsidiary company at Cdn$26.00 per share, declining by Cdn$0.25 each year to Cdn$25.00 per share on or after June 30, 2016, plus, in each case, an amount equal to all accrued and unpaid dividends thereon.

        In 2009, a subsidiary company acquired in our acquisition of the Partnership issued 4.0 million 7.0% Cumulative Rate Reset Preferred Shares, Series 2 (the Series 2 Shares) priced at Cdn$25.00 per share. The Series 2 Shares pay fixed cumulative dividends of Cdn$1.75 per share per annum, as and when declared, for the initial five-year period ending December 31, 2014. The dividend rate will reset on December 31, 2014 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 4.18%. On December 31, 2014 and on December 31 every five years thereafter, the Series 2 Shares are redeemable by the subsidiary company at Cdn$25.00 per share, plus an amount equal to all declared and unpaid dividends thereon to, but excluding the date fixed for redemption. The holders of the Series 2 Shares will have the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series 3 (the Series 3 Shares) of the subsidiary, subject to certain conditions, on December 31, 2014 and on December 31 of every fifth year thereafter. The holders of Series 3 Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the board of directors of the subsidiary, at a rate equal to the sum of the then 90-day Government of Canada Treasury bill rate and 4.18%.

        The Series 1 Shares, the Series 2 Shares and the Series 3 Shares are fully and unconditionally guaranteed by us and by the Partnership on a subordinated basis as to: (i) the payment of dividends, as and when declared; (ii) the payment of amounts due on a redemption for cash; and (iii) the payment of amounts due on the liquidation, dissolution or winding up of the subsidiary company. If, and for so long as, the declaration or payment of dividends on the Series 1 Shares, the Series 2 Shares or the Series 3 Shares is in arrears, the Partnership will not make any distributions on its limited partnership units and we will not pay any dividends on our common shares.

        The subsidiary company paid aggregate dividends of Cdn$3.3 million (U.S. $3.2 million) on the Series 1 Shares and the Series 2 Shares in 2011.

18. Basic and diluted earnings (loss) per share

        Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average common shares outstanding during their respective period. Diluted earnings (loss) per share is computed including dilutive potential shares as if they were outstanding shares during the year. Dilutive potential shares include shares that would be issued if all of the convertible debentures were converted

F-49

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Basic and diluted earnings (loss) per share (Continued)

into shares at January 1, 2011. Dilutive potential shares also include the weighted average number of shares, as of the date such notional units were granted, that would be issued if the unvested notional units outstanding under the LTIP were vested and redeemed for shares under the terms of the LTIP.

        Because we reported a loss for the years ended December 31, 2011, 2010 and 2009, diluted earnings per share are equal to basic earnings per share as the inclusion of potentially dilutive shares in the computation is anti-dilutive.

        The following table sets forth the diluted net income and potentially dilutive shares utilized in the per share calculation for the years ended December 31, 2011, 2010 and 2009:

	2011			2010			2009
Numerator:
Net loss attributable to Atlantic Power Corporation	$	(38,408	)	$	(3,752	)	$	(38,486	)
Denominator:
Weighted average basic shares outstanding		77,466			61,706			60,632
Dilutive potential shares:
Convertible debentures		13,962			12,339			5,095
LTIP notional units		438			542			476
Potentially dilutive shares		91,866			74,587			66,203
Diluted EPS	$	(0.50	)	$	(0.06	)	$	(0.63	)

        Potentially dilutive shares from convertible debentures and potentially dilutive shares from LTIP notional units have been excluded from fully diluted shares in the years ended December 31, 2011, 2010 and 2009 because their impact would be anti-dilutive.

19. Segment and geographic information

        We revised our reportable business segments during the fourth quarter of 2011subsequent to our acquisition of the Partnership. The new operating segments are Northeast, Northwest, Southeast and Southwest. Financial results for the years ended December 31, 2010 and 2009 have been presented to reflect the change in operating segments. We revised our segments to align with changes in management's resource allocation and assessment of performance. These changes reflect our current operating focus. The segment classified as Un-allocated Corporate includes activities that support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the operating segments when determining segment profit or loss.

        We analyze the performance of our operating segments based on Project Adjusted EBITDA which is defined as project income plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. We use Project Adjusted EBITDA to provide comparative information about project performance without considering how projects are capitalized or whether they contain derivative contracts that are

F-50

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. Segment and geographic information (Continued)

required to be recorded at fair value. A reconciliation of project income to Project Adjusted EBITDA is included in the table below.

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2011:
Operating revenues	$	58,201	$	160,911	$	8,982		$	55,501	$	1,300		$	284,895
Segment assets		1,153,627		428,996		798,475			743,574		123,755			3,248,427
Goodwill		135,268		—		138,263			66,520		3,535			343,586
Capital expenditures		965		113,826		65			169		82			115,107
Project Adjusted EBITDA	$	59,299	$	79,445	$	11,363		$	37,717	$	(2,546	)	$	185,278
Change in fair value of derivative instruments		3,624		22,031		—			—		(321	)		25,334
Depreciation and amortization		30,818		37,627		9,554			17,495		70			95,564
Interest, net		11,512		1,022		2,877			12,538		41			27,990
Other project (income) expense		2,406		67		(206	)		26		118			2,411
Project income		10,939		18,698		(862	)		7,658		(2,454	)		33,979
Administration		—		—		—			—		38,108			38,108
Interest, net		—		—		—			—		25,998			25,998
Foreign exchange loss		—		—		—			—		13,838			13,838
Loss from operations before income taxes		10,939		18,698		(862	)		7,658		(80,398	)		(43,965	)
Income tax expense (benefit)		—		—		—			—		(8,324	)		(8,324	)
Net income (loss)	$	10,939	$	18,698	$	(862	)	$	7,658	$	(72,074	)	$	(35,641	)

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2010:
Operating revenues	$	596	$	163,205	$	—		$	30,318	$	1,137		$	195,256
Segment assets		285,711		342,608		47,687			222,437		114,569			1,013,012
Goodwill		—		—		—			8,918		3,535			12,453
Capital expenditures		123		46,397		—			—		175			46,695
Project Adjusted EBITDA	$	36,030	$	78,245	$	736		$	37,867	$	(294	)	$	152,584
Change in fair value of derivative instruments		3,470		14,173		—			—		—			17,643
Depreciation and amortization		15,653		37,630		364			12,100		44			65,791
Interest, net		8,321		1,611		(1	)		13,700		(3	)		23,628
Other project (income) expense		1,592		135		47			2,080		(211	)		3,643
Project income		6,994		24,696		326			9,987		(124	)		41,879
Administration		—		—		—			—		16,149			16,149
Interest, net		—		—		—			—		11,701			11,701
Foreign exchange gain		—		—		—			—		(1,014	)		(1,014	)
Other income, net		—		—		—			—		(26	)		(26	)
Income from operations before income taxes		6,994		24,696		326			9,987		(26,934	)		15,069
Income tax expense (benefit)		—		—		—			—		18,924			18,924
Net income (loss)	$	6,994	$	24,696	$	326		$	9,987	$	(45,858	)	$	(3,855	)

F-51

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. Segment and geographic information (Continued)

	Northeast			Southeast			Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2009:
Operating revenues	$	—		$	148,517		$	—		$	31,000	$	—		$	179,517
Segment assets		199,959			327,844			7,003			232,179		102,591			869,576
Goodwill		—			—			—			8,918		—			8,918
Capital expenditures		—			1,954			—			—		62			2,016
Project Adjusted EBITDA	$	32,435		$	75,265		$	822		$	35,891	$	(234	)	$	144,179
Change in fair value of derivative instruments		(1,569	)		6,616			—			—		—			5,047
Depreciation and amortization		14,286			41,014			365			11,964		14			67,643
Interest, net		10,450			6,084			(1	)		14,960		18			31,511
Other project (income) expense		6,672			(15,788	)		—			679		—			(8,437	)
Project income		2,596			37,339			458			8,288		(266	)		48,415
Administration		—			—			—			—		26,028			26,028
Interest, net		—			—			—			—		55,698			55,698
Foreign exchange loss		—			—			—			—		20,506			20,506
Other expense, net		—			—			—			—		362			362
Loss from operations before income taxes		2,596			37,339			458			8,288		(102,860	)		(54,179	)
Income tax expense (benefit)		—			—			—			—		(15,693	)		(15,693	)
Net income (loss)	$	2,596		$	37,339		$	458		$	8,288	$	(87,167	)	$	(38,486	)

F-52

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. Segment and geographic information (Continued)

        The table below provides information, by country, about our consolidated operations for each of the years ended December 31, 2011, 2010 and 2009 and as of December 31, 2011 and 2010, respectively. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located.

	Revenue						Property, Plant & Equipment, net
	2011		2010		2009		2011		2010
United States	$	249,109	$	195,256	$	179,517	$	816,744	$	271,830
Canada		35,786		—		—		571,510		—
Total	$	284,895	$	195,256	$	179,517	$	1,388,254	$	271,830

        Progress Energy Florida ("PEF") and the California Independent System Operator ("CAISO") provide for 52.0% and 10.6%, respectively, of total consolidated revenues for the year ended December 31, 2011, 78.0% and 15.9%, respectively, of total consolidated revenues for the year ended December 31, 2010 and 71.1% and 17.3%, respectively, of total consolidated revenues for the year ended December 31, 2009. PEF purchases electricity from the Auburndale and Lake projects in the Southeast segment, and the CAISO makes payments to Path 15 in the Southwest segment.

20. Related party transactions

        During 2010, we made a short-term $22.8 million loan to Idaho Wind to provide temporary funding for construction of the project until a portion of the project-level construction financing was completed. As of December 31, 2011, the project repaid the loan in full with a combination of excess proceeds from the federal stimulus cash grant after repaying the cash grant facility, funds from a third closing for additional debt, and project cash flow. We received $1.6 million of interest income related to this loan in the year ended December 31, 2011.

        Prior to December 31, 2009, Atlantic Power was managed by Atlantic Power Management, LLC (the "Manager"), which was owned by two private equity funds managed by Arclight Capital Partners, LLC ("ArcLight"). On December 31, 2009, we terminated our management agreements with the Manager and agreed to pay ArcLight an aggregate of $15.0 million, to be satisfied by a payment of $6.0 million that was made at the termination date, and additional payments of $5.0 million, $3.0 million and $1.0 million on the respective first, second and third anniversaries of the termination date. We recorded the remaining liability associated with the termination fee at its estimated fair value of $0.9 million at December 31, 2011. The contract termination liability is being accreted to the final amounts due over the term of these payments.

F-53

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. Commitments and contingencies

Commitments

Operating Lease Commitments

        We lease our office properties and equipment under operating leases expiring on various dates through 2021. Certain operating lease agreements over their lease term include provisions for scheduled rent increases. We recognize the effects of these scheduled rent increases on a straight-line basis over the lease term. Lease expense under operating leases was $1.0 million, $0.9 million and $0.9 million for the years ended December 31, 2011, 2010, and 2009, respectively.

        Future minimum lease commitments under operating leases for the years ending after December 31, 2011, are as follows (in thousands):

2012	$	1,149
2013		942
2014		619
2015		404
2016		335
Thereafter		1,609
	$	5,058

Transmission, Interconnection and Long-Term Service Commitments

        Our projects have entered into long-term contractual arrangements to provide energy transmission services, operate and maintain an electrical interconnection facility and obtain maintenance services for combustion turbines expiring on various dates through 2024.

        As of December 31, 2011, our commitments under such outstanding agreements are estimated as follows (in thousands):

2012	$	9,102
2013		6,671
2014		2,752
2015		2,822
2016		2,894
Thereafter		22,663
	$	46,904

F-54

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. Commitments and contingencies (Continued)

Fuel Supply and Transportation Commitments

        We have entered into long-term contractual arrangements to procure fuel and transportation services for our projects. As of December 31, 2011, our commitments under such outstanding agreements are estimated as follows (in thousands):

2012	$	67,712
2013		61,303
2014		64,214
2015		64,449
2016		66,006
Thereafter		66,732
	$	390,416

Construction Contract

        We entered into an agreement with an unrelated third party to design, engineer, procure, install, construct, test, commission and start-up the generating facility, on a turnkey basis, for a contracted price for our Piedmont project. The Piedmont project will pay an estimated $21.5 million in construction costs under the contract during 2012.

Contingencies

        Our Lake project is currently involved in a dispute with PEF over off-peak energy sales in 2010. All amounts billed for off-peak energy during 2010 by the Lake project have been paid in full by PEF. The Lake project has filed a claim against PEF in which we seek to confirm our contractual right to sell off-peak energy at the contractual price for such sales. PEF filed a counter-claim against the Lake project, seeking, among other things, the return of amounts paid for off-peak power sales during 2010 and a declaratory order clarifying Lake's rights and obligations under the PPA. The Lake project has stopped dispatching during off-peak periods pending the outcome of the dispute. However, we strongly believe that the court will confirm our contractual right to sell off-peak power using the contractual price that was used during 2010 and that we will be able to continue such off-peak power sales for the remainder of the term of the PPA. We have not recorded any reserves related to this dispute and expect that the outcome will not have a material adverse effect on our financial position or results of operations.

        In February 2011, we filed a rate application with the FERC to establish Path 15's revenue requirement of $30.3 million for the 2011-2013 period. We engaged in a formal settlement with three parties that challenged certain aspects of how Path 15 determined the rates in its filing. After exchanges of information and direct discussions, we concluded that a fair and equitable settlement between the parties was not achievable through the settlement process and therefore, we ended settlement discussions and informed the judge that we would pursue resolution of the issues through the formal hearing process at FERC. We may engage the parties in informal settlement discussions during the hearing process. If a settlement can be reached with the parties, the hearing process will be terminated.

F-55

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. Commitments and contingencies (Continued)

        In September 2011, FERC appointed a presiding judge in Atlantic Path 15's rate case hearing proceeding. Under the Judge's order establishing the procedural schedule for the case, the discovery period commenced in October 2011 and will conclude in April 2012. The formal rate case hearing is scheduled to commence on May 1, 2012. The initial decision from the presiding judge will be due on or before August 16, 2012. The timing of FERC's issuance of its final decision in the rate case has no set schedule or time constraint, and final resolution of the rate case proceeding could take from 15 to 21 months. During the pendency of the rate case, we continue to collect the rates we filed as permitted under the initial FERC order it received in April 2011. Those rates are subject to refund, including interest, based on a final disposition of the proceeding. We believe that the resolution of this matter will not have a material impact on our financial position or results of operations.

        On May 29, 2011, our Morris facility was struck by lightning. As a result, steam and electric deliveries were interrupted to our host Equistar. We believe the interruption constitutes a force majeure under the energy services agreement with Equistar. Equistar disputes this interpretation and has initiated arbitration proceedings under the agreement for recovery of resulting lost profits and equipment damage among other items. The agreement with Equistar specifically shields Morris from exposure to consequential damages incurred by Equistar and management expects our insurance to cover any material losses we might incur in connection with such proceedings, including settlement costs. Management will attempt to resolve the arbitration through settlement discussions, but is prepared to vigorously defend the arbitration on the merits.

        From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending as of December 31, 2011 which are expected to have a material adverse impact on our financial position or results of operations.

F-56

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

22. Unaudited selected quarterly financial data

        Unaudited selected quarterly financial data are as follows:

	Quarter Ended
	2011
(In millions, except per share data)	December 31,			September 30,			June 30,		March 31,
Project revenue	$	125,639		$	52,333		$	53,258	$	53,665
Project income		1,728			4,351			13,031		14,869
Net income (loss) attributable to Atlantic Power Corporation		(29,830	)		(27,900	)		13,186		6,136
Weighted average number of common shares outstanding—basic		113,088			68,910			68,573		67,654
Net income (loss) per weighted average common share—basic	$	(0.26	)	$	(0.40	)	$	0.19	$	0.09
Weighted average number of common shares outstanding—diluted		113,088			68,910			82,939		82,980
Net income (loss) per weighted average common share—diluted*	$	(0.26	)	$	(0.40	)	$	0.18	$	0.09

*

The calculation excludes potentially dilutive shares from convertible debentures because their impact would be anti-dilutive.

	Quarter Ended
	2010
(In millions, except per share data)	December 31,		September 30,			June 30,		March 31,
Project revenue	$	46,092	$	54,039		$	47,904	$	47,221
Project income		14,840		7,634			15,541		3,864
Net income (loss) attributable to Atlantic Power Corporation		1,304		(438	)		1,445		(6,063	)
Weighted average number of common shares outstanding—basic		65,388		60,511			60,481		60,404
Net income (loss) per weighted average common share—basic	$	0.02	$	(0.01	)	$	0.02	$	(0.10	)
Weighted average number of common shares outstanding—diluted		80,966		60,511			72,363		60,404
Net income (loss) per weighted average common share—diluted*	$	0.02	$	(0.01	)	$	0.02	$	(0.10	)

*

The calculation excludes potentially dilutive shares from convertible debentures because their impact would be anti-dilutive.

23. Subsequent events

        On January 31, 2012, we invested approximately $23 million of late-stage development capital to own 51% of Canadian Hills Wind, LLC ("Canadian Hills"). Canadian Hills is the 100% owner of the Canadian Hills Project which is a 298.45 MW wind power project in the late stages of development, located approximately 20 miles west of Oklahoma City, Oklahoma. Apex Wind Energy Holdings, LLC, is the project developer. Canadian Hills has executed long-term power purchase agreements with investment grade offtakers for 250.45 MW and is currently negotiating a similar PPA for the remaining 48 MW. Construction is expected to begin by April 2012 with commercial operations expected in November 2012. We will be responsible for the operations and management of Canadian Hills. Total project costs are expected to be approximately $460 million. Subject to final due diligence, Board approval and other conditions, we will have the right to invest 100% of the project equity or approximately $170 million.

        On February 16, 2012, we entered into an agreement with Primary Energy Recycling Corporation ("PERC"), whereby PERC will purchase our 14.3% common membership interests in PERH for approximately $24 million, plus a management termination fee of approximately $6.1 million for a total price of $30.1 million. The transaction remains subject to pricing adjustment or termination under certain circumstances. Completion of the transaction is subject to PERC obtaining financing and is expected to occur in the second quarter of 2012.

F-57

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

24. Consolidating financial information

        As of December 31, 2011, we had $460.0 million of 9.00% Senior Notes due November 2018. These notes are guaranteed by certain of our wholly-owned subsidiaries, or guarantor subsidiaries.

        Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of December 31, 2011:

        Atlantic Power Income Limited Partnership, Atlantic Power GP Inc., Atlantic Power (US) GP, Atlantic Power Corporation, Atlantic Power Generation, Inc., Atlantic Power Transmission, Inc., Atlantic Power Holdings, Inc., Atlantic Power Services Canada GP Inc., Atlantic Power Services Canada LP, Atlantic Power Services, LLC, Teton Power Funding, LLC, Harbor Capital Holdings, LLC, Epsilon Power Funding, LLC, Atlantic Auburndale, LLC, Auburndale LP, LLC, Auburndale GP, LLC, Badger Power Generation I, LLC, Badger Power Generation, II, LLC, Badger Power Associates, LP, Atlantic Cadillac Holdings, LLC, Atlantic Idaho Wind Holdings, LLC, Atlantic Idaho Wind C, LLC, Baker Lake Hydro, LLC, Olympia Hydro, LLC, Teton East Coast Generation, LLC, NCP Gem, LLC, NCP Lake Power, LLC, Lake Investment, LP, Teton New Lake, LLC, Lake Cogen Ltd., Atlantic Renewables Holdings, LLC, Orlando Power Generation I, LLC, Orlando Power Generation II, LLC, NCP Dade Power, LLC, NCP Pasco LLC, Dade Investment, LP, Pasco Cogen, Ltd., Atlantic Piedmont Holdings LLC, Teton Selkirk, LLC, and Teton Operating Services, LLC.

        In addition, as of December 31, 2011, Curtis Palmer, LLC, fully and unconditionally guaranteed Atlantic Power Limited Partnership's guarantee of the Senior Notes.

        The following condensed consolidating financial information presents the financial information of Atlantic Power Corporation, Inc. ("APC"), the guarantor subsidiaries and Curtis Palmer LLC in accordance with Rule 3-10 under the SEC's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or Curtis Palmer LLC operated as independent entities.

        In this presentation, APC consists of parent company operations. Guarantor subsidiaries of APC are reported on a combined basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis.

F-58

ATLANTIC POWER CORPORATION

CONSOLIDATING BALANCE SHEET

December 31, 2011

(in thousands of U.S. dollars

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Assets
Current assets:
Cash and cash equivalents	$	58,370		$	(15	)	$	2,296		$	—		$	60,651
Restricted cash		21,412			—			—			—			21,412
Accounts receivable		93,855			13,637			12,088			(40,572	)		79,008
Current portion of derivative instruments asset		3,519			—			6,892			—			10,411
Prepayments, supplies, and other		24,436			1,225			582			—			26,243
Deferred income taxes		—			—			—			—			—
Refundable income taxes		3,012			—			30			—			3,042
Total current assets		204,604			14,847			21,888			(40,572	)		200,767
Property, plant, and equipment, net		1,213,080			176,017			—			(843	)		1,388,254
Transmission system rights		180,282			—			—			—			180,282
Equity investments in unconsolidated affiliates		5,109,196			—			870,279			(5,505,124	)		474,351
Other intangible assets, net		415,454			168,820			—			—			584,274
Goodwill		285,358			58,228			—			—			343,586
Derivative instruments asset		15,490			—			6,513			—			22,003
Other assets		463,110			—			433,035			(841,235	)		54,910
Total assets	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	97,129		$	7,241		$	16,500		$	(40,572	)	$	80,298
Revolving credit facility		8,000					$	50,000						58,000
Current portion of long-term debt		20,958			—			—			—			20,958
Current portion of derivative instruments liability		20,592			—			—			—			20,592
Interest payable on convertible debentures		—			—			1,708			—			1,708
Dividends payable		36			—			10,697			—			10,733
Other current liabilities		165			—			—			—			165
Total current liabilities		146,880			7,241			78,905			(40,572	)		192,454
Long-term debt		754,900			190,000			460,000			—			1,404,900
Convertible debentures		—			—			189,563			—			189,563
Derivative instruments liability		33,170			—			—			—			33,170
Deferred income taxes		182,925			—			—			—			182,925
Other non-current liabilities		961,899			8,072			898			(841,235	)		129,634
Equity
Preferred shares issued by a subsidiary company		221,304			—			—			—			221,304
Common shares		5,156,644			208,991			1,217,265			(5,365,635	)		1,217,265
Accumulated other comprehensive income (loss)		(5,193	)		—			—			—			(5,193	)
Retained deficit		431,018			3,608			(614,916	)		(140,332	)		(320,622	)
Total Atlantic Power Corporation shareholders' equity		5,803,773			212,599			602,349			(5,505,967	)		1,112,754
Noncontrolling interest		3,027			—			—			—			3,027
Total equity		5,806,800			212,599			602,349			(5,505,967	)		1,115,781
Total liabilities and equity	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427

F-59

ATLANTIC POWER CORPORATION

CONSOLIDATING STATEMENT OF OPERATIONS

December 31, 2011

(in thousands of U.S. dollars, except per share amounts)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Project revenue:
Energy sales	$	97,053		$	9,009		$	—		$	—		$	106,062
Energy capacity revenue		131,362			—			—			—			131,362
Transmission services		30,087			—			—			—			30,087
Other		17,819			—			—			(435	)		17,384
		276,321			9,009			—			(435	)		284,895
Project expenses:
Fuel		93,993			—			—			—			93,993
Project operations and maintenance		55,334			851			922			(275	)		56,832
Depreciation and amortization		60,999			2,639			—			—			63,638
		210,326			3,490			922			(275	)		214,463
Project other income (expense):
Change in fair value of derivative instruments		(22,776	)		—			—			—			(22,776	)
Equity in earnings of unconsolidated affiliates		5,989			—			—			367			6,356
Interest expense, net		(16,694	)		(1,911	)		128			(1,576	)		(20,053	)
Other income, net		20			—			—			—			20
		(33,461	)		(1,911	)		128			(1,209	)		(36,453	)
Project income		32,534			3,608			(794	)		(1,369	)		33,979
Administrative and other expenses (income):
Administration expense		12,636			—			25,472			—			38,108
Interest, net		67,666			—			(41,668	)		—			25,998
Foreign exchange loss		4,057			—			9,781			—			13,838
		84,359			—			(6,415	)		—			77,944
Income (loss) from operations before income taxes		(51,825	)		3,608			5,621			(1,369	)		(43,965	)
Income tax expense (benefit)		(8,566	)		—			242			—			(8,324	)
Net income (loss)		(43,259	)		3,608			5,379			(1,369	)		(35,641	)
Net loss attributable to noncontrolling interest		(480	)		—			—			—			(480	)
Net income attributable to Preferred share dividends of a subsidiary company		3,247			—			—			—			3,247
Net income (loss) attributable to Atlantic Power Corporation	$	(46,026	)	$	3,608		$	5,379		$	(1,369	)	$	(38,408	)

F-60

ATLANTIC POWER CORPORATION

CONSOLIDATING STATEMENT OF CASH FLOWS

December 31, 2011

(in thousands of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Cash flows from operating activities:
Net loss	$	(44,628	)	$	3,608		$	5,379		$	—		$	(35,641	)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		60,999			2,639			—			—			63,638
Long-term incentive plan expense		3,167			—			—			—			3,167
Earnings from unconsolidated affiliates		(6,356	)		—			—			—			(6,356	)
Distributions from unconsolidated affiliates		13,552			—			8,337			—			21,889
Unrealized foreign exchange loss		4,105			—			4,531			—			8,636
Change in fair value of derivative instruments		22,776			—			—			—			22,776
Change in deferred income taxes		(9,908	)		—			—			—			(9,908	)
Change in other operating balances														—
Accounts receivable		23,952			(8,880	)		298			(30,933	)		(15,563	)
Prepayments, refundable income taxes and other assets		1,783			583			(713	)		—			1,653
Accounts payable and accrued liabilities		(46,561	)		2,095			18,464			30,933			4,931
Other liabilities		(1,918	)		—			(1,369	)		—			(3,287	)
Net cash provided by operating activities		20,963			45			34,927			—			55,935
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired		12,143			—			(603,726	)		—			(591,583	)
Short-term loan to Idaho Wind		21,465			—			1,316			—			22,781
Change in restricted cash		(5,668	)		—			—			—			(5,668	)
Biomass development costs		(931	)		—			—			—			(931	)
Proceeds from sale of assets		8,500			—			—			—			8,500
Purchase of property, plant and equipment		(115,047	)		(60	)		—			—			(115,107	)
Net cash (used in) provided by investing activities		(79,538	)		(60	)		(602,410	)		—			(682,008	)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt		—						460,000			—			460,000
Proceeds from project-level debt		100,794						—			—			100,794
Proceeds from issuance of equity, net of offering costs		—			—			155,424			—			155,424
Deferred financing costs		—			—			(26,373	)		—			(26,373	)
Repayment of project-level debt		(21,589	)		—			—			—			(21,589	)
Proceeds from revolving credit facility borrowings		8,000			—			50,000			—			58,000
Dividends paid		(3,247	)		—			(81,782	)		—			(85,029	)
Net cash provided by (used in) financing activities		83,958			—			557,269			—			641,227
Net (decrease) increase in cash and cash equivalents		25,383			(15	)		(10,214	)		—			15,154
Cash and cash equivalents at beginning of period		32,987			—			12,510			—			45,497
Cash and cash equivalents at end of period	$	58,370		$	(15	)	$	2,296		$	—		$	60,651

F-61

ATLANTIC POWER CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(in thousands)

	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period
Income tax valuation allowance, deducted from deferred tax assets:
Year ended December 31, 2011	$	79,420	$	9,600	$	—	$	—	$	89,020
Year ended December 31, 2010		67,131		12,289		—		—		79,420
Year ended December 31, 2009		45,126		22,005		—		—		67,131

F-62

ATLANTIC POWER CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. dollars)

	March 31, 2012			December 31, 2011
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	106,609		$	60,651
Restricted cash		27,761			21,412
Accounts receivable		59,501			79,008
Current portion of derivative instruments asset (Notes 6 and 7)		10,610			10,411
Inventory		18,214			18,628
Prepayments and other		23,647			7,615
Refundable income taxes		2,301			3,042
Total current assets		248,643			200,767
Property, plant, and equipment, net		1,549,626			1,388,254
Transmission system rights		178,319			180,282
Equity investments in unconsolidated affiliates (Note 3)		477,098			474,351
Other intangible assets, net		597,633			584,274
Goodwill		343,586			343,586
Derivative instruments asset (Notes 6 and 7)		16,589			22,003
Other assets		64,216			54,910
Total assets	$	3,475,710		$	3,248,427
Liabilities
Current Liabilities:
Accounts payable	$	20,561		$	18,122
Accrued interest		33,534			19,916
Other Accrued liabilities		41,456			43,968
Revolving credit facility (Note 5)		72,800			58,000
Current portion of long-term debt (Note 5)		246,520			20,958
Current portion of derivative instruments liability (Notes 6 and 7)		50,030			20,592
Dividends payable		10,921			10,733
Other current liabilities		1,278			165
Total current liabilities		477,100			192,454
Long-term debt (Note 5)		1,364,685			1,404,900
Convertible debentures		193,269			189,563
Derivative instruments liability (Notes 6 and 7)		109,873			33,170
Deferred income taxes		165,413			182,925
Power purchase and fuel supply agreement liabilities, net		46,811			71,775
Other non-current liabilities		60,022			57,859
Commitments and contingencies (Note 12)		—			—
Total liabilities		2,417,173			2,132,646
Equity
Common shares, no par value, unlimited authorized shares; 113,680,643 and 113,526,182 issued and outstanding at March 31, 2012 and December 31, 2011, respectively		1,217,893			1,217,265
Preferred shares issued by a subsidiary company		221,304			221,304
Accumulated other comprehensive income (loss)		12,216			(5,193	)
Retained deficit		(395,743	)		(320,622	)
Total Atlantic Power Corporation shareholders' equity		1,055,670			1,112,754
Noncontrolling interest		2,867			3,027
Total equity		1,058,537			1,115,781
Total liabilities and equity	$	3,475,710		$	3,248,427

See accompanying notes to consolidated financial statements.

F-63

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of U.S. dollars, except per share amounts)

(Unaudited)

	Three months ended March 31,
	2012			2011
Project revenue:
Energy sales	$	75,968		$	18,502
Energy capacity revenue		62,518			27,138
Transmission services		7,161			7,644
Other		21,963			381
		167,610			53,665
Project expenses:
Fuel		62,099			17,068
Operations and maintenance		31,500			11,072
Depreciation and amortization		36,468			10,879
		130,067			39,019
Project other income (expense):
Change in fair value of derivative instruments (Notes 6 and 7)		(58,122	)		3,561
Equity in earnings of unconsolidated affiliates (Note 3)		2,947			1,311
Interest expense		(7,033	)		(4,647	)
Other income (expense), net		15			(2	)
		(62,193	)		223
Project (loss) income		(24,650	)		14,869
Administrative and other expenses (income):
Administration		7,833			4,054
Interest, net		22,036			3,968
Foreign exchange loss (gain) (Note 7)		986			(658	)
		30,855			7,364
Income (loss) from operations before income taxes		(55,505	)		7,505
Income tax expense (benefit)		(16,291	)		1,523
Net (loss) income		(39,214	)		5,982
Net loss attributable to noncontrolling interest		(161	)		(154	)
Net income attributable to Preferred share dividends of a subsidiary company		3,239			—
Net (loss) income attributable to Atlantic Power Corporation	$	(42,292	)	$	6,136
Net (loss) income per share attributable to Atlantic Power Corporation shareholders: (Note 10)
Basic	$	(0.37	)	$	0.09
Diluted	$	(0.37	)	$	0.09
Weighted average number of common shares outstanding: (Note 10)
Basic		113,578			67,654
Diluted		113,578			68,171

See accompanying notes to consolidated financial statements.

F-64

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands of U.S. dollars)

(Unaudited)

	Atlantic Power Corportation						Noncontrolling Interests					Total
	Three months ended March 31,						Three months ended March 31,					Three months ended March 31,
	2012			2011			2012		2011			2012			2011
Net (loss) income	$	(39,214	)	$	5,982		$	3,078	$	(154	)	$	(42,292	)	$	6,136
Other comprehensive income, net of tax:
Unrealized loss on hedging activities		15			721			—		—			15			721
Net amount reclassified to earnings		230			(449	)		—		—			230			(449	)
Net unrealized losses on derivatives		245			272			—		—			245			272
Foreign currency translation adjustments		17,164						—		—			17,164			—
Total other comprehensive income, net of tax		17,409			272			—		—			17,409			272
Comprehensive income (loss)	$	(21,805	)	$	6,254		$	3,078	$	(154	)	$	(24,883	)	$	6,408

See accompanying notes to consolidated financial statements.

F-65

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S. dollars)

(Unaudited)

	Three months ended March 31,
	2012			2011
Cash flows from operating activities:
Net (loss) income	$	(39,214	)	$	5,982
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		36,468			10,879
Long-term incentive plan expense		1,081			825
Earnings from unconsolidated affiliates		(2,947	)		(1,311	)
Distributions from unconsolidated affiliates		249			1,450
Unrealized foreign exchange loss		12,916			1,878
Change in fair value of derivative instruments		58,122			(3,561	)
Change in deferred income taxes		(17,676	)		2,011
Accounts receivable		19,507			(419	)
Prepayments, refundable income taxes and other assets		(14,134	)		176
Accounts payable and accrued liabilities		10,574			1,937
Other liabilities		1,546			500
Net cash provided by operating activities		66,492			20,347
Cash flows used in investing activities:
Proceeds from loan with Idaho Wind		—			5,110
Change in restricted cash		(6,349	)		(7,524	)
Biomass development costs		(123	)		(308	)
Construction in progress		(163,427	)		(15,055	)
Purchase of property, plant and equipment and intangibles		(716	)		(338	)
Net cash used in investing activities		(170,615	)		(18,115	)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of project-level debt		184,216			2,781
Repayment of project-level debt		(2,725	)		(3,400	)
Proceeds from revolving credit facility borrowings		22,800			—
Repayments of revolving credit facility borrowings		(8,000	)		—
Dividends paid		(36,031	)		(18,852	)
Deferred financing costs		(10,179	)		—
Net cash provided by (used in) financing activities		150,081			(19,471	)
Net (decrease) increase in cash and cash equivalents		45,958			(17,239	)
Cash and cash equivalents at beginning of period		60,651			45,497
Cash and cash equivalents at end of period	$	106,609		$	28,258
Supplemental cash flow information
Interest paid	$	17,953		$	4,659
Income taxes paid, net	$	644		$	14
Accruals for capital expenditures	$	3,695		$	—

See accompanying notes to consolidated financial statements.

F-66

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of presentation and summary of significant accounting policies

Overview

        Atlantic Power is a power generation and infrastructure company with a portfolio of assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers under long-term power purchase agreements ("PPAs"), which seek to minimize exposure to changes in commodity prices. Our power generation projects in operation have an aggregate gross electric generation capacity of approximately 3,397 MW in which our ownership interest is approximately 2,141 MW. Our current portfolio consists of interests in 31 operational power generation projects across 11 states in the United States and two provinces in Canada and an 84 mile 500-kilovolt electric transmission line located in California. In addition, we have one 53 MW biomass project under construction in Georgia and one approximately 300 MW wind project under construction in Oklahoma. Atlantic Power also owns a majority interest in Rollcast Energy, a biomass power plant developer in North Carolina.

        Atlantic Power is a corporation established under the laws of the Province of Ontario, Canada on June 18, 2004 and continued to the Province of British Columbia on July 8, 2005. Our shares trade on the Toronto Stock Exchange under the symbol "ATP" and on the New York Stock Exchange under the symbol "AT." Our registered office is located at 355 Burrard Street, Suite 1900, Vancouver, British Columbia V6C 2G8 Canada and our headquarters is located at 200 Clarendon Street, Floor 25, Boston, Massachusetts, 02116, USA. Our telephone number in Boston is (617) 977-2400 and the address of our website is www.atlanticpower.com. We make available, free of charge, on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission ("SEC"). Additionally, we make available on our website our Canadian securities filings.

        The interim consolidated financial statements have been prepared in accordance with the SEC regulations for interim financial information and with the instructions to Form 10-Q. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011. Interim results are not necessarily indicative of results for the full year.

        In our opinion, the accompanying unaudited interim consolidated financial statements present fairly our consolidated financial position as of March 31, 2012, the results of operations for the three month periods ended March 31, 2012 and 2011, and our cash flows for the three month periods ended March 31, 2012 and 2011.

Use of estimates

        The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair values of acquired assets, the useful lives and recoverability of property, plant and equipment, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax

F-67

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

1. Basis of presentation and summary of significant accounting policies (Continued)

assets, tax provisions, the valuation of shares associated with our Long-Term Incentive Plan ("LTIP") and the fair value of financial instruments and derivatives. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

Recently issued accounting standards

Adopted

        On January 1, 2012, we adopted changes issued by the Financial Accounting Standards Board ("FASB") to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity's shareholders' equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity's use of a nonfinancial asset in a way that differs from the asset's highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. The adoption of these changes had no impact on our consolidated financial statements.

        On January 1, 2012, we adopted changes issued by the FASB to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in shareholders' equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. We elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on our consolidated financial statements.

2. Acquisitions and divestitures

2012 Acquisition

        On January 31, 2012, Atlantic Oklahoma Wind, LLC ("Atlantic OW"), a Delaware limited liability company and our wholly owned subsidiary, entered into a purchase and sale agreement with Apex Wind Energy Holdings, LLC, a Delaware limited liability company ("Apex"), pursuant to which

F-68

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. Acquisitions and divestitures (Continued)

Atlantic OW acquired a 51% interest in Canadian Hills Wind, LLC, an Oklahoma limited liability company ("Canadian Hills") for a nominal sum. Canadian Hills is the owner of a 298.45 MW wind energy project under construction in the state of Oklahoma. On March 30, 2012, we completed the purchase of an additional 48% interest in the Canadian Hills for a nominal amount, bringing our total interest in the project to 99%. Apex retained a 1% interest in the project. We also closed on a $310 million non-recourse, project-level construction financing facility for the project, which includes a $290 million construction loan and a $20 million 5-year letter of credit facility. The construction loan is structured to be repaid by a tax equity investment, in which we are actively pursuing, when Canadian Hills commences commercial operations. We are committed to investing approximately $180 million of equity (net of financing costs) following the funding of the construction financing. The acquisition of Canadian Hills was accounted for as an asset purchase and is consolidated in our consolidated balance sheet at March 31, 2012.

Purchase Accounting Adjustment

        In the three months ended March 31, 2012, we recorded an adjustment to intangible assets for PPAs and fuel supply agreement liabilities that resulted from our acquisition of Atlantic Power Limited Partnership, formerly Capital Power Income L.P. (the "Partnership") on November 5, 2011. The fair values of these assets acquired and liabilities assumed were refined based upon further analysis as the purchase price allocation at December 31, 2011 was preliminary. Fair values were determined by applying an income approach using the discounted cash flow method. These measurements were based on significant inputs not observable in the market and thus represent a Level 3 fair value measurement. As a result of the adjustment, intangible assets increased by $26.0 million and fuel supply agreement liabilities increased by $26.0 million in the three months ended March 31, 2012.

2012 Divestiture

        On February 16, 2012, we entered into an agreement with Primary Energy Recycling Corporation ("Primary Energy" or "PERC"), whereby PERC agreed to purchase our 7,462,830.33 common membership interests in Primary Energy Recycling Holdings, LLC ("PERH") (14.3% of PERH total interests) for approximately $24 million, plus a management agreement termination fee of approximately $6.1 million, for a total sale price of $30.1 million. The agreed upon price for our private interest in PERH was established as of December 19, 2011 and represented a 16% discount to the 60-day volume weighted average trading price of PERH's common shares at that time. The transaction remains subject to pricing adjustment or termination under certain circumstances. Completion of the transaction is subject to PERC obtaining financing and is expected to close during the second quarter of 2012.

2011 Divestiture

        On February 28, 2011, we entered into a purchase and sale agreement with a third party for the purchase of our lessor interest in the Topsham project. The transaction closed on May 6, 2011 and we received proceeds of $8.5 million. No gain or loss was recorded on the sale.

F-69

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. Equity method investments

        The following summarizes the operating results for the three months ended March 31, 2012 and 2011, respectively, for our equity earnings interest in our equity method investments:

	Three months ended March 31,
	2012			2011
Revenue
Chambers	$	13,227		$	13,269
Badger Creek		1,179			3,316
Gregory		4,315			7,181
Orlando		10,812			9,926
Selkirk		12,062			10,902
Other		11,733			1,821
		53,328			46,415
Project expenses
Chambers		9,753			9,380
Badger Creek		1,137			2,983
Gregory		5,780			6,630
Orlando		10,093			9,463
Selkirk		10,335			12,659
Other		8,394			1,428
		45,492			42,543
Project other income (expense)
Chambers		(1,193	)		(427	)
Badger Creek		(4	)		—
Gregory		(83	)		(38	)
Orlando		(14	)		(30	)
Selkirk		(65	)		(1,636	)
Other		(3,530	)		(430	)
		(4,889	)		(2,561	)
Project income (loss)
Chambers		2,281			3,462
Badger Creek		38			333
Gregory		(1,548	)		513
Orlando		705			433
Selkirk		1,662			(3,393	)
Other		(191	)		(37	)
		2,947			1,311

F-70

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Accumulated depreciation and amortization

        The following table presents accumulated depreciation of property, plant and equipment and the accumulated amortization of transmission system rights and other intangible assets as of March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
Property, plant and equipment	$	132,208	$	116,287
Transmission system rights		53,350		51,387
Other intangible assets and power purchase and fuel liabilities		110,752		88,808

5. Long-term debt

        Long-term debt consists of the following:

	March 31, 2012			December 31, 2011			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	460,000		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		210,526			206,490		5.95%
Senior unsecured notes, due July 2014		190,000			190,000		5.90%
Senior unsecured notes, due August 2017		150,000			150,000		5.87%
Senior unsecured notes, due August 2019		75,000			75,000		5.97%
Non-Recourse Debt:
Epsilon Power Partners term facility, due 2019		34,608			34,982		7.40%
Path 15 senior secured bonds		145,880			145,879		7.90% – 9.00%
Auburndale term loan, due 2013		10,150			11,900		5.10%
Cadillac term loan, due 2025		39,631			40,231		6.02% – 8.00%
Piedmont construction loan, due 2013		108,863			100,796		Libor plus 3.50%
Canadian Hills construction loan, due 2013		176,149			—		Libor plus 3.00%
Purchase accounting fair value adjustments		10,398			10,580
Less current maturities		(246,520	)		(20,958	)
Total long-term debt	$	1,364,685		$	1,404,900

Notes of Atlantic Power (US) GP

        Atlantic Power (US) GP, an indirect, wholly owned subsidiary acquired in connection with the acquisition of the Partnership, has outstanding $150.0 million aggregate principal amount of 5.87% senior guaranteed notes, Series A, due August 2017 (the "Series A Notes"). Interest on the Series A Notes is payable semi-annually at 5.87%. Atlantic Power (US) GP also has outstanding $75.0 million aggregate principal amount of 5.97% senior guaranteed notes, Series B, due August 2019 (the "Series B Notes"). Interest on the Series B Notes is payable semi-annually at 5.97%. The Series A Notes and Series B Notes are guaranteed by the Partnership and by Curtis Palmer LLC, a wholly-owned subsidiary of the Partnership.

F-71

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. Long-term debt (Continued)

Non-Recourse Debt

        Project-level debt of our consolidated projects is secured by the respective project and its contracts with no other recourse to us. Project-level debt generally amortizes during the term of the respective revenue generating contracts of the projects. The loans have certain financial covenants that must be met. At March 31, 2012, all of our projects were in compliance with the covenants contained in project-level debt. However, our Epsilon Power Partners, Selkirk, Delta-Person and Gregory projects had not achieved the levels of debt service coverage ratios required by the project-level debt arrangements as a condition to make distributions and were therefore restricted from making distributions to us.

Senior Credit Facility

        As of March 31, 2012, $72.8 million was drawn on the senior credit facility and $139.1 million was issued in letters of credit, but not drawn, to support contractual credit requirements at several of our projects and the applicable margin was 2.75%.

6. Fair value of financial instruments

        The following represents the recurring measurements of fair value hierarchy of our financial assets and liabilities that were recognized at fair value as of March 31, 2012 and December 31, 2011. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

	March 31, 2012
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	106,609	$	—	$	—	$	106,609
Restricted cash		27,761		—		—		27,761
Derivative instruments asset		—		27,199		—		27,199
Total	$	134,370	$	27,199	$	—	$	161,569
Liabilities:
Derivative instruments liability	$	—	$	159,903	$	—	$	159,903
Total	$	—	$	159,903	$	—	$	159,903

F-72

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. Fair value of financial instruments (Continued)

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	60,651	$	—	$	—	$	60,651
Restricted cash		21,412		—		—		21,412
Derivative instruments asset		—		32,414		—		32,414
Total	$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability	$	—	$	53,762	$	—	$	53,762
Total	$	—	$	53,762	$	—	$	53,762

        The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk free interest rate.

        We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties. As of March 31, 2012, the credit valuation adjustments resulted in a $27.1 million net increase in fair value, which consists of a $0.6 million pre-tax gain in other comprehensive income and a $26.6 million gain in change in fair value of derivative instruments, offset by a $.01 million loss in foreign exchange. As of December 31, 2011, the credit valuation adjustments resulted in a $5.8 million net increase in fair value, which consists of a $0.9 million pre-tax gain in other comprehensive income and a $5.1 million gain in change in fair value of derivative instruments, offset by a $0.2 million loss in foreign exchange.

7. Accounting for derivative instruments and hedging activities

        We recognize all derivative instruments on the balance sheet as either assets or liabilities and measure them at fair value each reporting period. For certain contracts designated as cash flow hedges, we defer the effective portion of the change in fair value of the derivatives to accumulated other comprehensive income (loss), until the hedged transactions occur and are recognized in earnings. The ineffective portion of a cash flow hedge is immediately recognized in earnings.

        For derivatives that are not designated as cash flow hedges, the changes in the fair value are immediately recognized in earnings. The guidelines apply to our natural gas swaps, interest rate swaps, and foreign exchange contracts.

F-73

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. Accounting for derivative instruments and hedging activities (Continued)

Gas purchase agreements

        On March 12, 2012, we discontinued the application of the normal purchase normal sales ("NPNS") exemption on gas purchase agreements at our North Bay, Kapuskasing and Nipigon projects. On that date, we entered into an agreement with a third party that resulted in the gas purchase agreements net settling. The agreements at North Bay and Kapuskasing expire on December 31, 2016 and the agreements at Nipigon expire on December 31, 2012. These gas purchase agreements are derivative financial instruments and are recorded in the consolidated balance sheet at fair value at March 31, 2012 and the changes in their fair market value from the date NPNS was discontinued through March 31, 2012 are recorded in the consolidated statement of operations.

Natural gas swaps

        The operating margin at our 50% owned Orlando project is exposed to changes in natural gas prices following the expiration of its fuel contract at the end of 2013. In the third quarter of 2010 we entered into natural gas swaps in order to effectively fix the price of 1.2 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2014 and 2015. In the third quarter of 2011, we entered into additional natural gas swaps for 2014 and 2015 increasing the total to 2.0 million Mmbtu or approximately 40% of our share of expected natural gas purchases for that period. Also in the third quarter of 2011, we entered into natural gas swaps to effectively fix the price of 1.3 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2016 and 2017.

        The Lake project's operating margin is exposed to changes in natural gas spot market prices through the expiration of its PPA on July 31, 2013. The Auburndale project purchases natural gas under a fuel supply agreement that provides approximately 80% of the project's fuel requirements at fixed prices through June 30, 2012. The remaining 20% is purchased at spot market prices and therefore the project is exposed to changes in natural gas prices for that portion of its gas requirements through the termination of the fuel supply agreement and 100% of its natural gas requirements from the expiration of the fuel supply agreement in mid-2012 until the termination of its PPA at the end of 2013. Our strategy to mitigate the future exposure to changes in natural gas prices at Orlando, Lake and Auburndale consists of periodically entering into financial swaps that effectively fix the price of natural gas expected to be purchased at these projects. These natural gas swaps are derivative financial instruments and are recorded in the consolidated balance sheet at fair value and the changes in their fair market value are recorded in the consolidated statement of operations.

Interest rate swaps

        The Cadillac project has an interest rate swap agreement that effectively fixes the interest rate at 6.02% from February 16, 2011 to February 15, 2015, 6.14% from February 16, 2015 to February 15, 2019, 6.26% from February 16, 2019 to February 15, 2023, and 6.38% thereafter. The notional amount of the interest rate swap agreement matches the outstanding principal balance over the remaining life of Cadillac's debt. This swap agreement, which qualifies for and is designated as a cash flow hedge, is effective through June 2025 and changes in the fair market value is recorded in accumulated other comprehensive income.

F-74

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. Accounting for derivative instruments and hedging activities (Continued)

        The Auburndale project hedged a portion of its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.10%. The notional amount of the swap matches the outstanding principal balance over the remaining life of Auburndale's debt. This swap agreement is effective through November 30, 2013. The interest rate swap agreement was designated as a cash flow hedge of the forecasted interest payments under the project-level Auburndale debt agreement and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Piedmont project has interest rate swap agreements to economically fix its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 1.7% plus an applicable margin ranging from 3.5% to 3.75% from March 31, 2011 to February 29, 2016. From February 2016 until the maturity of the debt in November 2017, the fixed rate of the swap is 4.47% and the applicable margin is 4.0%, resulting in an all-in rate of 8.47%. The swap continues at the fixed rate of 4.47% from the maturity of the debt in November 2017 until November 2030. The notional amounts of the interest rate swap agreements match the estimated outstanding principal balance of Piedmont's cash grant bridge loan and the construction loan facility that will convert to a term loan. The interest rate swaps were executed in the fourth quarter 2010 and expire on February 29, 2016 and November 30, 2030. The interest rate swap agreements are not designated as hedges, and changes in their fair market value are recorded in the consolidated statements of operations.

        In July 2007, we executed an interest rate swap to economically fix the exposure to changes in interest rates related to the variable-rate non-recourse debt at our wholly owned subsidiary Epsilon Power Partners. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.29%. In June 2010, the swap agreement was amended to reduce the fixed interest rate 4.24% and extend the maturity date from July 2012 to July 2019. The notional amount of the swap matches the outstanding principal balance over the remaining life of Epsilon Power Partners' debt. This interest rate swap agreement is not designated as a hedge and changes in its fair market value are recorded in the consolidated statements of operations.

Foreign currency forward contracts

        We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates, as we generate cash flow in U.S. dollars and Canadian dollars but pay dividends to shareholders and interest on convertible debentures and long-term debt predominantly in Canadian dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the long-term sustainability of dividends to shareholders. We have executed this strategy by entering into forward contracts to purchase Canadian dollars at a fixed rate to hedge approximately 85% of our expected dividend and convertible debenture interest payments through 2015. Changes in the fair value of the forward contracts partially offset foreign exchange gain or losses on the U.S. dollar equivalent of our Canadian dollar obligations. At March 31, 2012, the forward contracts consist of (1) monthly purchases through the end of 2013 of Cdn$6.0 million at an exchange rate of Cdn$1.134 per U.S. dollar and (2) contracts assumed in our acquisition of the Partnership with various expiration dates through December 2015 to purchase a total of Cdn$123.0 million at an average exchange rate of Cdn$1.127 per U.S. dollar. It is our intention to periodically consider extending the length or terminating these forward contracts.

F-75

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. Accounting for derivative instruments and hedging activities (Continued)

Volume of forecasted transactions

        We have entered into derivative instruments in order to economically hedge the following notional volumes of forecasted transactions as summarized below, by type, excluding those derivatives that qualified for the normal purchases and normal sales exception as of March 31, 2012 and December 31, 2011:

	Units	March 31, 2012		December 31, 2011
Natural gas swaps	Natural gas (Mmbtu)		12,870		14,140
Gas purchase agreements	Natural gas (GJ)		31,785		33,957
Interest rate swaps	Interest (US$)	$	51,376	$	52,711
Currency forwards	Cdn$	$	248,986	$	312,533

Fair value of derivative instruments

        We have elected to disclose derivative instrument assets and liabilities on a trade-by-trade basis and do not offset amounts at the counterparty master agreement level. The following table summarizes the fair value of our derivative assets and liabilities:

	March 31, 2012
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,747
Interest rate swaps long-term		—		4,627
Total derivative instruments designated as cash flow hedges		—		6,374
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,755
Interest rate swaps long-term		—		7,919
Foreign currency forward contracts current		10,610		—
Foreign currency forward contracts long-term		16,589		—
Natural gas swaps current		—		16,706
Natural gas swaps long-term		—		19,838
Gas purchase agreements current		—		28,960
Gas purchase agreements long-term		—		77,351
Total derivative instruments not designated as cash flow hedges		27,199		153,529
Total derivative instruments	$	27,199	$	159,903

F-76

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. Accounting for derivative instruments and hedging activities (Continued)

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

Accumulated other comprehensive income

        The following table summarizes the changes in the accumulated other comprehensive income (loss) ("OCI") balance attributable to derivative financial instruments designated as a hedge, net of tax:

For the three month period ended March 31, 2012	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Change in fair value of cash flow hedges		15			—			15
Realized from OCI during the period		287			(57	)		230
Accumulated OCI balance at March 31, 2012	$	(1,402	)	$	264		$	(1,138	)

For the three month period ended March 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		721			—			721
Realized from OCI during the period		(360	)		(89	)		(449	)
Accumulated OCI balance at March 31, 2011	$	(66	)	$	593		$	527

        A $5.1 million loss was deferred in other comprehensive loss for natural gas swap contracts accounted for as cash flow hedges prior to July 1, 2009 when hedge accounting for these natural gas swaps was discontinued prospectively. Amortization of the remaining loss (income) in other comprehensive income of $0.1 million was recorded in change in fair value of derivative instruments for the three month periods ended March 31, 2012 and 2011, respectively.

F-77

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. Accounting for derivative instruments and hedging activities (Continued)

Impact of derivative instruments on the consolidated statements of operations

        The following table summarizes realized (gains) and losses for derivative instruments not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Fuel	$	4,815		$	2,476
Gas purchase agreements	Fuel		10,829			—
Foreign currency forwards	Foreign exchange (gain) loss		(11,930	)		(2,537	)
Interest rate swaps	Interest, net		1,157			976

        The following table summarizes the unrealized gains and (losses) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Change in fair value of derivatives	$	1,795		$	2,883
Gas purchase agreements	Change in fair value of derivatives		57,877			—
Interest rate swaps	Change in fair value of derivatives		(1,550	)		678
		$	58,122		$	4,239
Foreign currency forwards	Foreign exchange (gain) loss	$	5,210		$	(3,436	)

8. Income taxes

        The difference between the actual tax benefit of $16.3 million for the three months ended March 31, 2012 and the expected income tax benefit, based on a the Canadian enacted statutory rate of 25%, of $13.9 million is primarily due to taxable losses in higher state and local tax jurisdictions.

	Three months ended March 31,
	2012			2011
Current income tax expense (benefit)	$	1,385		$	(488	)
Deferred tax expense (benefit)		(17,676	)		2,011
Total income tax expense (benefit)	$	(16,291	)	$	1,523

        As of March 31, 2012, we have recorded a valuation allowance of $97.4 million. This amount is comprised primarily of provisions against available Canadian and U.S. net operating loss carryforwards. In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies.

F-78

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. Long-term incentive plan

        The following table summarizes the changes in LTIP notional units during the three months ended March 31, 2012:

	Units			Grant Date Weighted-Average Price per Unit
Outstanding at December 31, 2011		485,781		$	11.49
Granted		209,009		$	14.65
Additional shares from dividends		8,172		$	12.02
Vested		(231,687	)	$	10.10
Outstanding at March 31, 2012		471,275		$	13.81

        Certain awards have a market condition based on our total shareholder return during the performance period compared to a group of peer companies. Compensation expense for notional units granted in 2012 is recorded net of estimated forfeitures. See further details as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

        The calculation of simulated total shareholder return under the Monte Carlo model for the remaining time in the performance period for awards with market conditions included the following assumptions as of March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
Weighted average risk free rate of return		0.19 – 0.51%		0.15 – 0.28%
Dividend yield		8.30%		7.90%
Expected volatility—Company		22.2%		22.2%
Expected volatility—peer companies		17.1 – 112.8%		17.3 – 112.9%
Weighted average remaining measurement period		1.92 years		0.87 years

10. Basic and diluted earnings (loss) per share

        Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average common shares outstanding during their respective period. Diluted earnings (loss) per share is computed including dilutive potential shares as if they were outstanding shares during the year. Dilutive potential shares include shares that would be issued if all of the convertible debentures were converted into shares at January 1, 2012. Dilutive potential shares also include the weighted average number of shares, as of the date such notional units were granted, that would be issued if the unvested notional units outstanding under the LTIP were vested and redeemed for shares under the terms of the LTIP.

F-79

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. Basic and diluted earnings (loss) per share (Continued)

        The following table sets forth the diluted net income and potentially dilutive shares utilized in the per share calculation for the three months ended March 31, 2012 and 2011:

	2012			2011
Numerator:
Net income (loss) attributable to Atlantic Power Corporation	$	(42,292	)	$	6,136
Denominator:
Weighted average basic shares outstanding		113,578			67,654
Dilutive potential shares:
Convertible debentures		13,252			14,809
LTIP notional units		478			517
Potentially dilutive shares		127,308			82,980
Diluted EPS	$	(0.37	)	$	0.09

        Potentially dilutive shares from convertible debentures and potentially dilutive shares from LTIP notional units have been excluded from fully diluted shares in the three months ended March 31, 2012 because their impact would be anti-dilutive. Potentially dilutive shares from convertible debentures have been excluded from fully diluted shares in the three-month period ended March 31, 2011 because their impact would be anti-dilutive.

11. Segment and geographic information

        We revised our reportable business segments during the fourth quarter of 2011 subsequent to our acquisition of the Partnership. The new operating segments are Northeast, Northwest, Southeast, Southwest and Un-allocated Corporate. Financial results for the three months ended March 31, 2012 and 2011 have been presented to reflect the change in operating segments. We revised our segments to align with changes in management's resource allocation and assessment of performance. These changes reflect our current operating focus. The segment classified as Un-allocated Corporate includes activities that support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the operating segments when determining segment profit or loss.

        We analyze the performance of our operating segments based on Project Adjusted EBITDA which is defined as project income plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. We use Project Adjusted EBITDA to provide comparative information about project performance without considering how projects are capitalized or whether they contain derivative contracts that are

F-80

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

11. Segment and geographic information (Continued)

required to be recorded at fair value. A reconciliation of project income to Project Adjusted EBITDA is included in the tables below.

	Northeast			Southeast		Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2012:
Operating revenues	$	66,926		$	41,751	$	15,300	$	42,696	$	937		$	167,610
Segment assets		1,198,652			431,046		825,138		940,675		80,199			3,475,710
Project Adjusted EBITDA	$	42,398		$	21,674	$	13,439	$	18,764	$	(3,424	)	$	92,851
Change in fair value of derivative instruments		58,016			406		—		—		—			58,422
Depreciation and amortization		17,447			9,372		10,426		12,657		43			49,945
Interest, net		4,738			169		1,096		2,808		57			8,868
Other project (income) expense		242			14		7		82		(79	)		266
Project (loss) income		(38,045	)		11,713		1,910		3,217		(3,445	)		(24,650	)
Administration		—			—		—		—		7,833			7,833
Interest, net		—			—		—		—		22,036			22,036
Foreign exchange loss		—			—		—		—		986			986
Loss from operations before income taxes		(38,045	)		11,713		1,910		3,217		(34,300	)		(55,505	)
Income tax expense (benefit)		—			—		—		—		(16,291	)		(16,291	)
Net income (loss)	$	(38,045	)	$	11,713	$	1,910	$	3,217	$	(18,009	)	$	(39,214	)

	Northeast			Southeast			Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2011:
Operating revenues	$	4,547		$	41,426		$	—	$	7,644	$	48		$	53,665
Segment assets		288,774			360,763			47,156		226,542		84,566			1,007,801
Project Adjusted EBITDA	$	7,488		$	19,588		$	866	$	8,501	$	(450	)	$	35,993
Change in fair value of derivative instruments		490			(3,274	)		—		—		—			(2,784	)
Depreciation and amortization		4,596			9,434			439		2,961		7			17,437
Interest, net		2,434			309			370		3,089		38			6,240
Other project (income) expense		200			31			—		—		—			231
Project income		(232	)		13,088			57		2,451		(495	)		14,869
Administration		—			—			—		—		4,054			4,054
Interest, net		—			—			—		—		3,968			3,968
Foreign exchange loss		—			—			—		—		(658	)		(658	)
Income from operations before income taxes		(232	)		13,088			57		2,451		(7,859	)		7,505
Income tax expense		—			—			—		—		1,523			1,523
Net income (loss)	$	(232	)	$	13,088		$	57	$	2,451	$	(9,382	)	$	5,982

F-81

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

11. Segment and geographic information (Continued)

        The table below provides information, by country, about our consolidated operations for the three months ended March 31, 2012 and 2011. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located.

	Revenue				Property, Plant and Equipment, net
	2012		2011		2012		2011
United States	$	104,325	$	53,665	$	972,213	$	284,018
Canada		63,285		—		577,413		—
Total	$	167,610	$	53,665	$	1,549,626	$	284,018

        Progress Energy Florida ("PEF") and the Ontario Electricity Financial Corp ("OEFC") provided 40.1% and 28.5%, respectively, of total consolidated revenues for the three months ended March 31, 2012. PEF and the California Independent System Operator ("CAISO") provided 71.7% and 14.2%, respectively, of total consolidated revenues for the three months ended March 31, 2011. PEF purchases electricity from the Auburndale and Lake projects in the Southeast segment, OEFC purchases electricity from the Calstock, Kapuskasing, Nipigon, North Bay and Tunis projects in the Northeast segment and the CAISO makes payments to Path 15 in the Southwest segment.

12. Commitments and contingencies

IRS Examination

        In 2011, the Internal Revenue Service ("IRS") began an examination of our federal income tax returns for the tax years ended December 31, 2007 and 2009. On April 2, 2012, the IRS issued various Notices of Proposed Adjustments. The principal area of the proposed adjustments pertain to the classification of U.S. real property in the calculation of the gain related to our 2009 conversion from the previous Income Participating Security structure to our current traditional common share structure.

        We intend to vigorously contest these proposed adjustments, including pursuing all administrative and judicial remedies available to us. The Company expects to be successful in sustaining its positions with no material impact to our financial results. No accrual has been made for any contingency related to any of the proposed adjustments as of March 31, 2012.

Path 15

        In February 2011, we filed a rate application with the Federal Energy Regulatory Commission ("FERC") to establish Path 15's revenue requirement at $30.3 million for the 2011-2013 period. On March 7, 2012, Path 15 filed a formal settlement agreement establishing a revenue requirement at $28.8 million with the Administrative Law Judge for her review and certification to FERC for approval. All of the parties in the rate case either support or do not oppose the settlement agreement. Path 15 expects an order approving the settlement from FERC during the second quarter of 2012.

F-82

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

12. Commitments and contingencies (Continued)

Lake

        Our Lake project is currently involved in a dispute with PEF over off-peak energy sales in 2010. All amounts billed for off-peak energy during 2010 by the Lake project have been paid in full by PEF. The Lake project has filed a claim against PEF in which we seek to confirm our contractual right to sell off-peak energy at the contractual price for such sales. PEF filed a counter-claim against the Lake project, seeking, among other things, the return of amounts paid for off-peak power sales during 2010 and a declaratory order clarifying Lake's rights and obligations under the PPA. The Lake project has stopped dispatching during off-peak periods pending the outcome of the dispute. However, we strongly believe that the court will confirm our contractual right to sell off-peak power using the contractual price that was used during 2010 and that we will be able to continue such off-peak power sales for the remainder of the term of the PPA. We have not recorded any reserves related to this dispute and expect that the outcome will not have a material adverse effect on our financial position or results of operations.

Morris

        On May 29, 2011, our Morris facility was struck by lightning. As a result, steam and electric deliveries were interrupted to our host Equistar. We believe the interruption constitutes a force majeure under the energy services agreement with Equistar. Equistar disputes this interpretation and has initiated arbitration proceedings under the agreement for recovery of resulting lost profits and equipment damage among other items. The agreement with Equistar specifically shields Morris from exposure to consequential damages incurred by Equistar and management expects our insurance to cover any material losses we might incur in connection with such proceedings, including settlement costs. Management will attempt to resolve the arbitration through settlement discussions, but is prepared to vigorously defend the arbitration on the merits.

Other

        From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending as of March 31, 2012 which are expected to have a material adverse impact on our financial position or results of operations.

13. Condensed consolidating financial information

        As of March 31, 2012 and December 31, 2011, we had $460.0 million of 9.00% senior notes due November 2018 (the "Senior Notes"). These notes are guaranteed by certain of our wholly owned subsidiaries, or guarantor subsidiaries.

        Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of March 31, 2012:

        Atlantic Power Limited Partnership, Atlantic Power GP Inc., Atlantic Power (US) GP, Atlantic Power Corporation, Atlantic Power Generation, Inc., Atlantic Power Transmission, Inc., Atlantic Power Holdings, Inc., Atlantic Power Services Canada GP Inc., Atlantic Power Services Canada LP, Atlantic

F-83

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

13. Condensed consolidating financial information (Continued)

Power Services, LLC, Teton Power Funding, LLC, Harbor Capital Holdings, LLC, Epsilon Power Funding, LLC, Atlantic Auburndale, LLC, Auburndale LP, LLC, Auburndale GP, LLC, Badger Power Generation I, LLC, Badger Power Generation, II, LLC, Badger Power Associates, LP, Atlantic Cadillac Holdings, LLC, Atlantic Idaho Wind Holdings, LLC, Atlantic Idaho Wind C, LLC, Baker Lake Hydro, LLC, Olympia Hydro, LLC, Teton East Coast Generation, LLC, NCP Gem, LLC, NCP Lake Power, LLC, Lake Investment, LP, Teton New Lake, LLC, Lake Cogen Ltd., Atlantic Renewables Holdings, LLC, Orlando Power Generation I, LLC, Orlando Power Generation II, LLC, NCP Dade Power, LLC, NCP Pasco LLC, Dade Investment, LP, Pasco Cogen, Ltd., Atlantic Piedmont Holdings LLC, Teton Selkirk, LLC, Atlantic Oklahoma Wind, LLC, and Teton Operating Services, LLC.

        In addition, as of March 31, 2012, Curtis Palmer, LLC, fully and unconditionally guaranteed Atlantic Power Limited Partnership's guarantee of the Senior Notes.

        The following condensed consolidating financial information presents the financial information of Atlantic Power, the guarantor subsidiaries and Curtis Palmer LLC in accordance with Rule 3-10 under the SEC's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or Curtis Palmer LLC operated as independent entities.

        In this presentation, Atlantic Power consists of parent company operations. Guarantor subsidiaries of Atlantic Power are reported on a combined basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis.

F-84

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

13. Condensed consolidating financial information (Continued)

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2012

(in thousands of U.S. dollars)
(Unaudited)

	Guarantor Subsidiaries		Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Assets
Current Assets:
Cash and cash equivalents	$	100,827	$	(78	)	$	5,860		$	—		$	106,609
Restricted cash		27,761		—			—			—			27,761
Accounts receivable		89,392		17,477			2,996			(50,364	)		59,501
Prepayments, supplies, and other		39,555		1,167			1,139			—			41,861
Other current assets		4,055		—			8,856			—			12,911
Total current assets		261,590		18,566			18,851			(50,364	)		248,643
Property, plant, and equipment, net		1,375,605		175,087			—			(1,066	)		1,549,626
Transmission system rights		178,319		—			—			—			178,319
Equity investments in unconsolidated affiliates		5,053,320		—			865,104			(5,441,326	)		477,098
Other intangible assets, net		582,491		166,067			—			(150,925	)		597,633
Goodwill		285,358		58,228			—			—			343,586
Other assets		483,401		—			438,639			(841,235	)		80,805
Total assets	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	99,992	$	4,704		$	38,672		$	(50,364	)	$	93,004
Revolving credit facility		22,800					50,000						72,800
Current portion of long-term debt		246,520		—			—			—			246,520
Other current liabilities		51,308		—			13,468			—			64,776
Total current liabilities		420,620		4,704			102,140			(50,364	)		477,100
Long-term debt		714,685		190,000			460,000			—			1,364,685
Convertible debentures		—		—			193,269			—			193,269
Other non-current liabilities		1,214,271		8,135			948			(841,235	)		382,119
Equity
Preferred shares issued by a subsidiary company		221,304		—			—			—			221,304
Common shares		5,094,502		208,991			1,217,893			(5,303,493	)		1,217,893
Accumulated other comprehensive income (loss)		12,216		—			—			—			12,216
Retained deficit		539,619		6,118			(651,656	)		(289,824	)		(395,743	)
Total Atlantic Power Corporation shareholders' equity		5,867,641		215,109			566,237			(5,593,317	)		1,055,670
Noncontrolling interest		2,867		—			—			—			2,867
Total equity		5,870,508		215,109			566,237			(5,593,317	)		1,058,537
Total liabilities and equity	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710

F-85

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

13. Condensed consolidating financial information (Continued)

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended March 31, 2012

(in thousands of U.S. dollars, except per share amounts)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Project revenue:
Total project revenue	$	157,118		$	10,617		$	—		$	(125	)	$	167,610
Project expenses:
Fuel		62,099			—			—			—			62,099
Project operations and maintenance		30,067			1,636			(128	)		(75	)		31,500
Depreciation and amortization		32,705			3,763			—			—			36,468
		124,871			5,399			(128	)		(75	)		130,067
Project other income (expense):
Change in fair value of derivative instruments		(58,122	)		—			—			—			(58,122	)
Equity in earnings of unconsolidated affiliates		2,947			—			—			—			2,947
Interest expense, net		(4,325	)		(2,708	)		—			—			(7,033	)
Other income, net		15			—			—			—			15
		(59,485	)		(2,708	)		—			—			(62,193	)
Project income		(27,238	)		2,510			128			(50	)		(24,650	)
Administrative and other expenses (income):
Administration expense		5,134			—			2,699			—			7,833
Interest, net		20,379			—			1,484			173			22,036
Foreign exchange loss		1,133			—			(147	)		—			986
		26,646			—			4,036			173			30,855
Income (loss) from operations before income taxes		(53,884	)		2,510			(3,908	)		(223	)		(55,505	)
Income tax expense (benefit)		(16,291	)		—			—			—			(16,291	)
Net income (loss)		(37,593	)		2,510			(3,908	)		(223	)		(39,214	)
Net loss attributable to noncontrolling interest		(161	)		—			—			—			(161	)
Net income attributable to Preferred share dividends of a subsidiary company		3,239			—			—			—			3,239
Net income (loss) attributable to Atlantic Power Corporation	$	(40,671	)	$	2,510		$	(3,908	)	$	(223	)	$	(42,292	)

F-86

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

13. Condensed consolidating financial information (Continued)

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three months ended March 31, 2012

(in thousands of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations		Consolidated Balance
Net cash provided by operating activities	$	30,019		$	(46	)	$	36,519		$	—	$	66,492
Cash flows used in investing activities:
Acquisitions and investments, net of cash acquired		198			—			(198	)		—		—
Change in restricted cash		(6,349	)		—			—			—		(6,349	)
Biomass development costs		(123	)		—			—			—		(123	)
Purchase of property, plant and equipment		(164,126	)		(17	)		—			—		(164,143	)
Net cash used in investing activities		(170,400	)		(17	)		(198	)		—		(170,615	)
Cash flows provided by financing activities:
Repayment for long-term debt		(2,725	)					—			—		(2,725	)
Deferred finance costs		(10,179	)					—			—		(10,179	)
Proceeds from project-level debt		184,216						—			—		184,216
Payments for revolving credit facility borrowings		(8,000	)		—			—			—		(8,000	)
Proceeds from revolving credit facility borrowings		22,800			—			—			—		22,800
Dividends paid		(3,274	)		—			(32,757	)		—		(36,031	)
Net cash provided by financing activities		182,838			—			(32,757	)		—		150,081
Net increase in cash and cash equivalents		42,457			(63	)		3,564			—		45,958
Cash and cash equivalents at beginning of period		58,370			(15	)		2,296			—		60,651
Cash and cash equivalents at end of period	$	100,827		$	(78	)	$	5,860		$	—	$	106,609

F-87

        The consolidated financial statements of Chambers Cogeneration Limited Partnership and Subsidiary for the years ended December 31, 2011 and 2009, are presented herein without the related report of independent accountants.

F-88

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Consolidated Financial Statements

December 31, 2011 and 2010

F-89

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Consolidated Balance Sheets

December 31, 2011 and 2010

(Dollars in thousands)

	2011			As Restated 2010
Assets
Current assets:
Cash and cash equivalents	$	50			53
Restricted cash		6,108			8,292
Accounts receivable		9,601			15,195
Inventory		8,725			8,201
Emission allowances					—
Other assets		360			469
Total current assets		24,844			32,210
Construction in progress		683			9
Property and equipment, net of accumulated depreciation of $306,824 and $288,412, respectively		238,395			255,428
Deferred financing costs net of accumulated amortization of $5,386 and $5,182, respectively		1,444			1,648
Other asset		13			—
Total assets	$	265,379			289,295
Liabilities and Partners' Capital
Current liabilities:
Current portion of long-term debt	$	30,666			28,235
Accounts payable		4,230			4,670
Due to affiliates		2,004			1,887
Accrued liabilities		2,631			1,822
Interest rate swap		2,169			4,470
Total current liabilities		41,700			41,084
Long-term debt		129,818			159,376
Interest rate swap		1,560			3,243
Asset retirement obligation		10,943			10,357
Total liabilities		184,021			214,060
Commitments and contingencies
Partners' capital:
General partners		81,183			75,964
Limited partner		820			767
Accumulated other comprehensive loss		(645	)		(1,496	)
Total partners' capital		81,358			75,235
Total liabilities and partners' capital	$	265,379			289,295

See accompanying notes to consolidated financial statements.

F-90

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Consolidated Statements of Operations

Years ended December 31, 2011 and 2010

(Dollars in thousands)

	2011			As Restated 2010
Operating revenues:
Energy	$	46,741			62,440
Capacity		59,760			59,996
Steam		15,420			16,443
Total operating revenues		121,921			138,879
Operating expenses:
Fuel		48,903			59,129
Operations and maintenance		27,170			25,910
General end administrative		6,087			6,270
Depreciation		18,412			18,385
Total operating expenses		100,572			109,694
Operating income		21,349			29,185
Other income (expense):
Interest income		1			1
Miscellaneous income		4			133
Unrealized gain on interest rate swaps		3,984			2,980
Interest expense		(10,566	)		(11,747	)
Net income	$	14,772			20,552

See accompanying notes to consolidated financial statements.

F-91

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Consolidated Statements of Changes in Partners' Capital and Comprehensive Income

Years ended December 31, 2011 and 2010

(Dollars in thousands)

	General partners			Limited partner			Comprehensive income		Accumulated other comprehensive loss			Total
Partners' capital at December 31, 2009, as restated	$	37,909			25,270				$	(2,784	)		60,395
Conversion of partnership interest		26,809			(26,809	)
Net income, as restated		18,176			2,376		$	20,552					20,552
Amortization of previously deferred loss on interest rate swap agreement		—			—			1,288		1,288			1,288
Total comprehensive income, as restated							$	21,840
Capital distributions		(6,930	)		(70	)							(7,000	)
Partners' capital at December 31, 2010, Conversion of partnership interest as restated		75,964			767					(1,496	)		75,235
Net income		14,624			148		$	14,772					14,772
Amortization of previously deferred loss on interest rate swap agreement								851		851			851
Total comprehensive income							$	15,623
Capital distributions		(9,405	)		(95	)							(9,500	)
Partners' capital at December 31, 2011	$	81,183			820				$	(645	)		81,358

See accompanying notes to consolidated financial statements.

F-92

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Consolidated Statements of Cash Flows

Years ended December 31, 2011 and 2010

(Dollars in thousands)

	2011			As Restated 2010
Cash flows from operating activities:
Net income	$	14,772			20,552
Noncash items included in net income:
Amortization of deferred interest rate swap losses		851			1,288
Unrealized gain on interest rate swaps		(3,984	)		(2,980	)
Depreciation		18,412			18,385
Amortization of deferred financing costs		204			225
Accretion of asset retirement obligation		586			555
Loss on disposal of assets		—			—
Changes in operating assets and liabilities:
Accounts receivable		5,594			(3,230	)
Inventory		(524	)		(966	)
Emission allowances		—			2,540
Other assets		96			773
Accounts payable		(440	)		(736	)
Due to affiliates		117			103
Accrued liabilities		752			160
Net cash provided by operating activities		36,436			36,669
Cash flows from investing activities:
(Decrease) increase in restricted cash		2,184			(1,987	)
Proceeds from the sale of assets		—			—
Capital expenditures		(1,996	)		(100	)
Net cash (used in) provided by investing activities		188			(2,087	)
Cash flows from financing activities:
Repayments of long-term debt		(27,127	)		(27,628	)
Capital distributions		(9,500	)		(7,000	)
Cash used in financing activities		(36,627	)		(34,628	)
Net decrease in cash and cash equivalents		(3	)		(46	)
Cash and cash equivalents:
Beginning of period		53			99
End of period	$	50			53
Supplemental disclosure of cash flow information
Cash paid for interest	$	7,396			10,312
Noncash investing and financing activities:
Capital lease	$	151			—

See accompanying notes to consolidated financial statements.

F-93

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

(1) Organization and Business

        Chambers Cogeneration Limited Partnership (the Partnership) is a Delaware limited partnership formed on August 17, 1988. The general partners are Peregrine Power, LLC (Peregrine), a California limited liability company, and EIF/Carneys Point, LLC (EIF/Carneys), a Delaware limited liability company, who own 60% of the partnership collectively. As of December 31, 2011, EIF/Carneys and Peregrine were each wholly owned indirect subsidiaries of Calypso Energy Holdings, LLC (Calypso). The following entities, managed by EIF Management, LLC, collectively hold 100% of the partnership interests of Calypso:

EIF Calypso, LLC	80	%
EIF Calypso II, LLC	20	%

        Prior to May 2011, the 20% interest in Calypso was owned by Cogentrix Energy, LLC (CELLC). Epsilon Power (Epsilon), a wholly owned indirect subsidiary of Atlantic Power Corporation holds a 40% interest in the Partnership. In May 2010, Epsilon converted 39% of their 40% limited partnership interest to a general partnership interest.

        The Partnership was formed to construct, own and operate a 262-megawatt (MW) coal-fired cogeneration station (the Facility) at DuPont's Chambers Works chemical complex in Carneys Point, New Jersey. The Facility produces energy for sale to Atlantic City Electric Company (AE), and energy and process steam to E.I. DuPont de Nemours & Company (DuPont) for use in its industrial operations. The Facility achieved final completion and commercial operations in 1994.

        The net income and losses of the Partnership are allocated to Peregrine, EIF/Carneys and Epsilon (collectively, the Partners) based on the following ownership percentages:

Peregrine	50	%
EIF/Carneys	10	%
Epsilon (39% general Partnership, 1% limited partnership)	40	%

        All distributions other than liquidating distributions are made based on the Partners' percentage interests, as shown above, in accordance with the Partnership documents and at such times and in such amounts as the Board of Control of the Partnership determines.

Carneys Point Generating Company, L.P.

        The Partnership has a lease agreement with Carneys Point Generating Company, L.P. (CPGC), which is equally owned by Topaz Power, LLC (Topaz) and by Garnet Power, LLC (Garnet), both of which are wholly owned direct subsidiaries of Calypso. CPGC leases the facility and subleases the site from the Partnership. In addition, certain contracts and agreements related to the Partnership have been assigned to CPGC by the Partnership. The lease commenced on September 20, 1994 and has a 24-year term. CPGC's operations have been established to effectively break-even under the lease agreement.

F-94

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(2) Summary of Significant Accounting Policies

(a)

Basis of Presentation

        On January 1, 2010, the Partnership adopted an accounting standards update that changes when and how to determine, or re-determine, whether an entity is a variable interest entity (VIE), which could require consolidation. In addition, the accounting standards update replaces the quantitative approach for determining who has a controlling financial interest in a VIE with a qualitative approach and requires ongoing assessments of whether an entity is the primary beneficiary of a VIE.

        The Partnership is required to consolidate any entities that they control. In most cases, control can be determined based on majority ownership or voting interests. However, for certain entities, control is difficult to discern based on ownership or voting interests alone. These entities are referred to as VIE's. A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any characteristics of a controlling financial interest. An enterprise has a controlling financial interest if it has the obligation to absorb expected losses or receive expected gains that could potentially be significant to a VIE and the power to direct activities that are most significant to a VIE's economic performance. An enterprise that has a controlling financial interest is known as the VIE's primary beneficiary and is required to consolidate the VIE. The Partnership reassesses its determination of whether the Partnership is the primary beneficiary of a VIE at each reporting date or if there are changes in facts and circumstances that could potentially alter the Partnership's assessment.

        The Partnership has determined that CPGC is a VIE of the Partnership primarily due to its lease arrangements with CPGC. The Partnership has determined that it is the primary beneficiary of the VIE and therefore the Partnership consolidates CPGC in its financial statements. All material intercompany transactions have been eliminated.

(b)

Use of Estimates

        The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(c)

Cash and Cash Equivalents

        Cash and cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less.

(d)

Restricted Cash

        Restricted cash includes both cash and cash equivalents that are held in accounts restricted for debt service, major maintenance and other specifically designated accounts under a disbursement agreement. Restricted cash associated with transactions expected to occur beyond one-year are classified as long-term. All restricted accounts are classified as current assets.

F-95

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(2) Summary of Significant Accounting Policies (Continued)

(e)

Inventory

        Fuel is valued using the average cost method and includes the fuel contract purchase price as well as the transportation and related costs incurred to deliver the fuel to the Facility (note 3).

        Spare parts are recorded at the lower of average cost or market and consist of Facility equipment components and supplies required to facilitate maintenance activities. Spare parts are classified as current in the accompanying consolidated balance sheets (note 3).

        The Partnership performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventories to market.

(f)

Emission Allowances

        Emission allowances are valued under the weighted average costing method subject to the lower of cost or market principle. In applying the lower of cost or market principle, a reduction in the carrying value is not recognized so long as the Partnership will recover/pass-through the cost in its operating margin.

        The historical cost of emission allowances is calculated as follows:

•

Granted from regulatory body-emission allowances obtained via grants are not assigned any value by the Partnership as their cost is zero.

•

Acquired as part of an acquisition-emission allowances are recorded at fair value as of the acquisition date, subject to pro rata reduction if overall purchase price is less than the entity's fair value.

•

Purchased from third parties-emission allowances that are transferable and can be purchased or sold in the normal course of business are recorded at cost.

        As of December 31, 2011 the partnership has accrued approximately $91,000 in emission allowances which are classified as current and included in accrued liabilities in the accompanying consolidated balance sheets.

(g)

Derivative Contracts

        In accordance with guidance on accounting for derivative instruments and hedging activities all derivatives should be recognized at fair value. Derivatives or any portion thereof, that are not designated as, and effective as, hedges must be adjusted to fair value through earnings. Derivative contracts are classified as either assets or liabilities on the consolidated balance sheets. Certain contracts that require physical delivery may qualify for and be designated as normal purchases/normal sales. Such contracts are accounted for on an accrual basis. The Partnership's interest rate swap agreement (note 8), power purchase agreement (PPA) (note 10) and power sales agreement (PSA) (note 10) meet the definition of a derivative. The Partnership's PPA qualifies for, and the Partnership has elected, the normal purchases and normal sales exception and accordingly accounts for the PPA on an accrual basis. The Partnership's PSA is marked to market through earnings.

F-96

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(2) Summary of Significant Accounting Policies (Continued)

        The Partnership engages in activities to manage risks associated with changes in interest rates. The Partnership has entered into swap agreements to reduce exposure to interest rate fluctuations on certain debt commitments (note 5). These agreements were designated and qualified as cash flow hedging instruments through December 31, 2004. The Partnership discontinued applying cash flow hedge accounting on January 1, 2005. The balance of accumulated other comprehensive loss, as of December 31, 2004, is amortized as interest expense in the accompanying consolidated statements of operations in accordance with the originally forecasted interest payments schedule through the expiration of the interest rate swaps on March 31, 2014.

(h)

Fair Value Measurements

        The Partnership uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

•

Level 1:    Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2:    Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•

Level 3:    Unobservable inputs that reflect the reporting entity's own assumptions.

        A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement (note 8). As of December 31, 2011 and 2010, the Partnership does not have any nonfinancial assets or liabilities remeasured at fair value on a recurring basis.

(i)

Property and Equipment

        Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the lease term of the land using the straight-line method (note 4).

        The Partnership's depreciation is based on the Facility being considered a single property unit. Certain components within the Facility will require replacement or overhaul several times over its estimated life. Costs associated with overhauls are recorded as an expense in the period incurred. However, in instances where a replacement of a Facility component is significant and the Partnership can reasonably estimate the original cost of the component being replaced, the Partnership will write-off the replaced component and capitalize the cost of the replacement. The component will be

F-97

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(2) Summary of Significant Accounting Policies (Continued)

depreciated over the lesser of the EUL of the component or the remaining useful life of the Facility and also the lease term, when the component is a capitalized modification to leased property.

        The Partnership reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors.

(j)

Deferred Financing Costs

        Deferred financing costs, which consist of the costs incurred to obtain financing, are deferred and amortized into interest expense in the accompanying consolidated statements of operations using the effective interest method over the term of the related financing (note 5).

(k)

Asset Retirement Obligations

        Asset retirement obligations, including those conditioned on future events, are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset in the same period. In each subsequent period, the liability is accreted to its present value and the capitalized cost is depreciated over the EUL of the long-lived asset. If the asset retirement obligation is settled for other than the carrying amount of the liability, the Partnership recognizes a gain or loss on settlement. The Partnership recognized an asset retirement obligation at December 31, 2011 and 2010 of approximately $10,943,000 and $10,357,000, respectively. This obligation represents the weighted average probability of costs the Partnership would incur to perform environmental clean-up and remove or sell the facility.

(l)

Income Taxes

        As partnerships, the income tax effects attributable to Chambers Cogeneration Partnership Limited accrue directly to the partners. Each partner is individually responsible for its share of the respective Partnerships' and CPCG taxable income or loss.

        In addition, during 2010 and 2011, there were no unrecognized tax benefits, current income taxes or penalties and interest related to income taxes recognized in the consolidated statements of operations or the consolidated statements of financial position. If interest or penalties were incurred, they would be recognized in income tax expense in the accompanying consolidated statements of operations.

        The tax years that remain subject to examination are December 31, 2008 through December 31, 2011.

F-98

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(2) Summary of Significant Accounting Policies (Continued)

(m)

Revenue Recognition

        Revenues from the sale of energy and steam are recorded based on monthly output delivered as specified under contractual terms or current market conditions and are recorded on a gross basis on the accompanying consolidated statements of operations as energy and steam revenues, respectively, with the associated costs recorded in operating expenses.

(n)

Reclassifications

        Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on the previously reported results of operations or partners' capital.

(o)

Subsequent Events

        The Partnership evaluated subsequent events through March 30, 2012.

(3) Inventory

        Inventory consisted of the following as of December 31:

	2011		2010
	(In thousands of dollars)
Coal	$	3,958		3,727
Fuel oil		444		335
Lime		103		120
Spare parts		4,220		4,019
	$	8,725		8,201

(4) Property and Equipment

        Property and equipment consisted of the following components as of December 31:

	2011			2010 Restated
	(In thousands of dollars)
Facility	$	538,652			537,273
Other equipment		6,567			6,567
Construction in progress		683			9
		545,902			543,849
Less accumulated depreciation		(306,824	)		(288,412	)
	$	239,078			255,437

        The EUL for significant property and equipment categories are as follows:

Facility	30 years
Other equipment	5 to 30 years

F-99

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(5) Long-Term Debt

        Long-term debt consisted of the following as of December 31(In thousands of dollars):

	As of December 31, 2011					Year ended December 31, 2011
Description	Commitment amount		Due date	Balance outstanding		Interest expense		Letter of credit fees
Bonds payable(1)(6)	$	100,000	7/1/21	$	100,000		1,573		N/A
Credit agreement:
Term loans(3)(6)		59,376	3/31/14		59,376		1,216		N/A
Bond letter of credit(4)(6)(7)		102,466	12/31/12		—		N/A		1,527
Debt service reserve letter of credit(5)(6)(7)(8)(9)		22,750	12/15/12		—		N/A		394
Loan Payable(2)		1,108	06/30/16		1,108		42		N/A
					160,484
Less current portion					30,666
				$	129,818

	As of December 31, 2010					Year ended December 31, 2010
Description	Commitment amount		Due date	Balance outstanding		Interest expense		Letter of credit fees
Bonds payable(1)(6)	$	100,000	7/1/21	$	100,000		352		N/A
Credit agreement:
Term loans(3)(6)		87,611	3/31/14		87,611		1,695		N/A
Bond letter of credit(4)(6)(7)		102,466	12/31/12		—		N/A		1,480
Debt service reserve letter of credit(5)(6)(7)		22,750	12/31/12		—		N/A		386
					187,611
Less current portion					28,235
				$	159,376

(1)

The bonds are collateralized by an irrevocable letter of credit and provide for interest at variable rates. The weighted average interest rates on the bonds were 1.58% and 0.36% for the years ended December 31, 2011 and 2010, respectively. Remarketing fees paid to the remarketing agent were approximately $100,000 in both 2011 and 2010. These fees are included in interest expense in the accompanying consolidated statements of operations.

(2)

Loan payable is collateralized by equipment. The term is 60-months commencing July 2011 with interest fixed at 5.69%.

(3)

The term loans accrue interest at the applicable London Interbank Offered Rate (L1BOR), plus an applicable margin (1.25% at December 31, 2011 and December 31, 2010). The weighted average interest rates on the term loan were 1.58% and 1.62% for 2011 and 2010, respectively.

F-100

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(5) Long-Term Debt (Continued)

(4)

The letter of credit fee for 2011 and 2010 was 1.25%. In addition, the facility provides for a fronting fee of 0.30% effective August 12, 2011 (previously 0.175%) on the stated amount which is included in interest expense in the accompanying consolidated statements of operations.

(5)

The letter of credit fee for 2011 through December 19 and 2010 was 1.50%. In addition, the facility provided for a fronting fee of 0.175% on the stated amount which is included in interest expense in the accompanying consolidated statements of operations.

(6)

All bonds, loans and credit facilities are collateralized by the assets of the Facility and the real estate covered by the ground lease (note 1) and are nonrecourse to the Partners.

(7)

As of December 31, 2011 and 2010, there were no amounts drawn under the letter of credit commitments.

(8)

On December 15, 2011, EIF Calypso, LLC, EIF United States Power Fund IV, LP, and Atlantic Power Corporation posted acceptable replacement security letters of credit totaling $22,750,000 replacing the previous debt service reserve letter of credit. The replacement letters of credit each expire on December 15, 2012 with an automatic one (1) year extension unless the issuing bank(s) give 90 days written notification.

(9)

As of December 31, 2011, there were no amounts drawn on the DSR letter of credit.

        Accrued interest payable of $17,000 and $3,000 is included in accrued liabilities in the consolidated balance sheets as of December 31, 2011 and 2010, respectively.

        Future minimum principal payments as of December 31, 2011 are as follows (dollars in thousands):

2012	$	30,666
2013		27,197
2014		2,235
2015		269
2016		117
Thereafter		100,000
	$	160,484

        In connection with the various agreements discussed above, certain financial covenants must be met and reported on an annual basis. The Partnership was in compliance with all debt covenants at December 31, 2011 with the exception of two, for which the Partnership has obtained a waiver for one violation and is expected to cure the second violation within the designated cure period.

Interest Rate Swap Agreements

        The Partnership is a party to one amortizing interest rate swap agreement with an outstanding notional amount of $59,376,000 at December 31, 2011 and expiring on various dates through March 31, 2014. Swap payments related to the agreements covering the variable rate bank debt are made based on the spread between 6.18% (weighted average of the outstanding agreement as of December 31, 2011) and LIBOR multiplied by the notional amounts outstanding. Net amounts paid to the

F-101

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(5) Long-Term Debt (Continued)

counterparties were approximately $4,569,000 and $6,170,000 in 2011 and 2010, respectively. These amounts were recorded as interest expense in the accompanying consolidated statements of operations.

(6) Operating Leases

        The Partnership leases certain equipment, land and buildings under noncancelable operating leases expiring at various dates through 2024. For the years ended December 31, 2011 and 2010, the Partnership incurred lease expense of approximately $205,000 and $208,000, respectively, which is included in operations and maintenance expense and general and administrative expense in the accompanying consolidated statements of operations.

        Future minimum lease payments, as of December 31, 2011, are as follows (dollars in thousands):

2012	$	204
2013		204
2014		204
2015		200
2016		192
Thereafter		974
	$	1,978

(7) Payment in Lieu of Taxes

        In January 1991, the Partnership entered into a Payment in Lieu of Taxes (PILOT) agreement with the Township of Carneys Point, a municipal corporation of the state of New Jersey, which exempts the Partnership from certain property taxes. The agreement commenced on January 1, 1994, and will terminate on December 31, 2033. PILOT payments are paid annually and are expensed on a straight-line basis as incurred over the term of the agreement. Property taxes are due and paid quarterly and are deducted from the annual PILOT payments made. The Partnership expensed approximately $2,800,000 and $2,700,000 related to the PILOT which is included in general and administrative in the accompanying consolidated statements of operations for the years ended December 31, 2011 and 2010, respectively.

        As of December 31, 2011, future payments remaining under the PILOT are as follows (dollars in thousands):

2012	$	3,000
2013		3,400
2014		3,700
2015		3,900
2016		4,100
Thereafter		110,600
	$	128,700

F-102

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(8) Fair Value of Financial Instruments

        The Partnership's swap agreements and PSA are accounted for as derivative contracts (note 2). The Partnership uses a valuation model to derive the fair value of its derivative contracts based upon the present value of known or estimated cash flows taking into consideration multiple inputs including contractual terms of the swap agreements and PSA, observable market based inputs when available, interest rate curves, and counterparty credit risk. The models used reflect the contractual terms of, and specific risks inherent in, the contracts as well as the availability of pricing information in the market. Where possible, the Partnership verifies the values produced by its pricing model to market transactions. Due to the fact that the Partnership's PSA contract trades in less liquid markets, model selection requires significant judgment because such contracts tend to be more complex and pricing information is less available in these markets. Price transparency is inherently more limited for more complex structures because of the nature, location and tenor of the arrangement, which requires additional inputs such as correlations and volatilities. In addition to model selection, management makes significant judgments based upon the Partnership's proprietary views of market factors and conditions regarding price and correlation inputs in unobservable periods and adjustments to reflect various factors such as liquidity, bid/offer spreads and credit considerations. If available, these adjustments are based on market evidence.

        The Partnership adjusts the inputs to its valuation models only to the extent that changes in these inputs can be verified by similar market transactions, third-party pricing services and/or broker quotes, or can be derived from other substantive evidence such as empirical market data. In circumstances where the Partnership cannot verify the models to market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value.

        The following table sets forth the Partnership's financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level at December 31, 2011:

	Quoted prices in active markets for identical assets or liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant other unobservable inputs (Level 3)			Total
Assets:
Interest Rate Swaps	$	—		—		—			—
PSA		—		—		—			—
Liabilities:
Interest Rate Swaps		—		—		(3,729	)		(3,729	)
PSA		—		—		(1,420	)		(1,420	)
	$	—		—		(5,149	)		(5,149	)

F-103

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(8) Fair Value of Financial Instruments (Continued)

        The following table sets forth a reconciliation of changes in the fair value of derivatives that are based on significant unobservable inputs for the year ended December 31, 2011 (dollars in thousands).

Fair value of derivatives based on significant unobservable inputs at January 1, 2011	$	(7,713	)
Unrealized gains, net(1)		2,564
Fair value of derivatives based on significant unobservable inputs at December 31, 2011	$	(5,149	)

        The following table sets forth the Partnership's financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level at December 31, 2010:

	Quoted prices in active markets for identical assets or liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant other unobservable inputs (Level 3)			Total
Assets:
Interest Rate Swap	$	—		—		—			—
Liabilities:
Interest Rate Swap		—		—		(7,713	)		(7,713	)
	$	—		—		(7,713	)		(7,713	)

        The following table sets forth a reconciliation of changes in the fair value of derivatives that are based on significant unobservable inputs for the year ended December 31, 2010 (dollars in thousands).

Fair value of derivatives based on significant unobservable inputs at January 1, 2010	$	(10,693	)
Unrealized losses(1)		2,980
Fair value of derivatives based on significant unobservable inputs at December 31, 2010	$	(7,713	)

(1)

Unrealized gain on the interest swap is recognized in operating expenses in the consolidated statements of operations for the years ended December 31, 2010 and 2011. Unrealized loss on the PSA is recognized in revenue in the consolidated statement of operations for the year ended December 31, 2011. Each of the contracts contributing to the unrealized gain, net was still held by the Partnership at December 31, 2011.

The Partnership's additional financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable, due to affiliates, and accrued liabilities. These instruments approximate their fair values as of December 31, 2011 and 2010 due to their short-term nature.


The fair value of the Partnership's bonds and long term loans payable approximates their carrying value due to the variable nature of the interest obligations thereon.

F-104

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(9) Concentrations of Credit Risk

        Credit risk is the risk of loss the Partnership would incur if counterparties fail to perform their contractual obligations. The Partnership primarily conducts business with counterparties in the energy industry. This concentration of counterparties may impact the Partnership's overall exposure to credit risk in that its counterparties may be similarly affected by changes in economic, regulatory or other conditions. The Partnership mitigates potential credit losses by dealing, where practical, with counterparties that are rated investment grade by a major credit rating agency or have a history of reliable performance within the energy industry.

        The Partnership's credit risk is primarily concentrated with AE and DuPont. AE and DuPont provided 76% and 24%, respectively, of the Partnership's revenues for the year ended December 31, 2011 and accounted for approximately 72% and 28%, respectively, of the Partnership's trade accounts receivable balance at December 31, 2011. The Partnership has a coal supply contract with Consolidated Coal Company, Consolidated Pennsylvania Coal Company, Consolidated Coal Sales Company and Nineveh Coal Company (together Consol) who are responsible for providing 100% of the Partnership's coal requirements through 2014. The Partnership's credit risk is also impacted by the credit risk associated with its issuing bank of the bond letter of credit, BNP Paribas (previously Dexia Credit Locale).

        The Partnership is exposed to credit-related losses in the event of nonperformance by counterparties to the Partnership's interest rate swap agreements (notes 2 and 5). The Partnership does not obtain collateral or other security to support such agreements, but continually monitors its positions with, and the credit quality of, the counterparties to such agreements.

(10) Commitments and Contingencies

(a)   Power Purchase Agreement

        The Partnership has a power purchase agreement (PPA) with AE for sales of the Facility's power output during a 30-year period commencing in 1994. The PPA provides AE with dispatch rights over the Facility, with a contractual minimum of the equivalent of 3,500 hours of full load operation. The pricing structure provides for both capacity and energy payments. Capacity payments are fixed over the life of the contract. Energy payments are based on a contractual formula which is adjusted annually, as defined in the PPA, based on a utility coal index.

(b)   Power Sales Agreement

        The Partnership has entered into a supplemental power sales agreement (PSA) with AE which provides the Partnership self-dispatch rights for both undispatched PPA and excess energy as well as the right to market excess capacity. The pricing structure provides for both capacity and energy payments. The Partnership shares margins on the self-dispatched energy with AE based on hourly wholesale prices. Excess capacity is sold in PJM's periodic auctions and the resulting revenue is shared between the Partnership and AE. The PSA expired on December 31, 2011. The Partnership has entered into a new PSA with AE in December 2011 that commences January 1, 2012 and expires on December 31, 2012.

F-105

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(10) Commitments and Contingencies (Continued)

(c)   Steam and Electricity Sales Agreement

        The Partnership has a steam and electricity sales agreement with DuPont (the DuPont Agreement) for a 30-year period commencing in 1994. Thereafter, the agreement will remain in effect unless terminated by either party upon at least 36-months' notice. DuPont is required to purchase a minimum of 525,600,000 pounds of process steam per year and no minimum amount of electricity. The steam price is adjusted quarterly based on coal price index formulas defined in the agreement. The electricity price is also adjusted quarterly based on coal price index formulas and the AE average retail rate, as defined in the agreement. The Partnership has ongoing litigation with DuPont over the electric energy payment calculation. Amounts under dispute have not been reflected in revenues in the accompanying consolidated statements of operations.

(d)   Fly Ash Disposal Agreement

        As of November 1, 2011, the Partnership entered into an Ash Management Services Agreement (Ash Agreement) with HEI of PA, Inc. (HEI) for disposal of a minimum of 50,000 tons per calendar year (prorated for any partial year) of bottom ash and fly ash, including pugged ash and dry ash generated or produced at the facility. The contract has an initial term of ten (10) years commencing November 1, 2011 with three (3) additional five (5) year period automatic extensions unless either party gives written notice of nonextension to the other party twelve (12) months prior to the expiration of the then current term. Disposal pricing is adjusted annually, as defined in the Ash Agreement, beginning on the third anniversary date.

(e)   Reverse Osmosis Boiler Feed Water System

        In 2011, the Partnership entered into a capital lease agreement with Wells Fargo Equipment Finance, Inc (Wells Fargo) to lease a Reverse Osmosis Boiler Feed Water System (RO) that was designed, fabricated, and installed by Western Reserve Water Systems. The capital lease is for a term of 60 months commencing in July 2011. At the end of the lease term, the Partnership will have the option to purchase the RO for $1.

(f)    Other

        The Partnership experiences routine litigation in the normal course of business. Management is of the opinion that none of this routine litigation will have a material adverse effect on the Partnership's consolidated financial position or results of operations.

(11) Related Parties

(a)   Operations and Maintenance Agreement

        The Partnership is party to an Operations and Maintenance Agreement (O&M Agreement) with US Operating Services Company, LLC (USOSC), a wholly owned subsidiary of Calypso, for the operation and maintenance (O&M) of the Carneys Point Project. During the third quarter 2010, ownership of USOSC was acquired by Calypso from CELLC. The O&M Agreement expires on April 1, 2014. Thereafter, the O&M agreement will be automatically renewed for periods of five-years, until terminated by either party with 12-months prior notice. Compensation to OSC under the agreement

F-106

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(11) Related Parties (Continued)

includes (i) an annual base fee, of which a portion is subordinate to debt service and certain other costs, (ii) certain earned fees and bonuses based on the Facility's performance and (iii) reimbursement for certain costs, including payroll, supplies, spare parts, equipment, certain taxes, licensing fees, insurance and indirect costs expressed as a percentage of payroll and personnel costs. The fees are adjusted annually by a measure of inflation as defined in the agreement. If targeted Facility performance is not reached on a monthly basis, OSC may be required to pay liquidated damages to the Partnership. The Partnership incurred related expense of approximately $10,479,000 and $9,771,000 which is recorded in operations and maintenance in the consolidated statements of operations during the years ended December 31, 2011 and 2010, respectively. As of December 31, 2011 and 2010, the Partnership owed OSC $1,712,000 and $1,844,000, respectively, under the O&M Agreement, which is included in due to affiliates in the accompanying consolidated balance sheets. Under the terms of the agreement, approximately $560,000 and $350,000 of the amounts owed at December 31, 2011 and 2010, respectively, is subordinate to the debt service for the Partnership's bonds payable and term loans.

        USOSC is party to a Technical Services Agreement (TSA) with Power Services Company, LLC (PSC), a wholly owned subsidiary of Calypso, for services to assist in the day-to-day O&M of the Carneys Point Project. During the third quarter 2010, ownership of PSC was acquired by Calypso from CELLC.

        PSC and NAES Corporation (NAES), an independent third-party O&M provider, are parties to a subcontract (NAES Agreement) for NAES to perform all tasks commercially and reasonably necessary to operate, maintain and manage the Company, including administering, managing, monitoring, and performing all of USOSC's obligations and responsibilities of the O&M agreement between USOSC and the Partnership. The NAES agreement expires on August 23, 2015.

(b)   Management Services Agreement

        The Partnership has a Management Services Agreement (MSA) with PSC to provide day-to-day management and administration services to the Carneys Point Project through September 20, 2018. PSC and Power Plant Management Services, LLC (PPMS), an independent third party management services provider, are parties to a subcontract formalized under a Project Management and Administrative Services Agreement (PMAS) for the Carneys Point Project. The initial term of the PMAS agreement expires on August 23, 2015. The initial term automatically extends for successive two year periods or, if the Facility MSA is scheduled to terminate or expire pursuant to its own terms prior to the expiration of any two year period, a shorter period equal to the time remaining under the Facility MSA unless either party notifies the other party at least three months prior to expiration of the then existing term. Under the PMAS, PPMS provides overall project management, administrative, and related support services as may be necessary to the Partnership and oversees the execution of the NAES agreement on behalf of the Partnership. Compensation to PSC under the agreement includes a monthly fee of $50,000, and PMAS pass-through costs. Payments to PSC of $1,292,000 and $1,731,000 are included in operations and maintenance in the consolidated statements of operations in 2011 and 2010, respectively. As of December 31, 2011 and 2010, the Partnership owed PSC approximately $50,000 for each of 2011 and 2010, which is included in due to affiliates in the accompanying consolidated balance sheets and is subordinate to debt service for the Partnership's bonds payable and term loans.

F-107

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(12) Restatement of Previously Issued Financial Statements

        Following a review of its accounting policies, the Partnership determined that it had incorrectly calculated depreciation expense of the Facility. The Partnership has a ground lease for the Facility with a term of 30 years from the start of the lease with no renewal options. The lease term began with the commencement of commercial operations of the Facility in 1994. The Partnership had been depreciating the Facility over an EUL of 60 years. The Partnership should have been depreciating the Facility over the lesser of its EUL or the term of the ground lease. Therefore, the Partnership understated previously reported depreciation expense and overstated the carrying value of its property and equipment. Additionally, the Partnership determined that it had incorrectly calculated its estimate of the fair value of asset retirement obligations and related accretion and depreciation expense. As a result, the Partnership restated its financial statements for the years ended December 31, 2010 and 2009. These non-cash adjustments had no material impact on the Partnership's previously reported cash flows, cash position or revenues in any period, or on the Partnership's compliance with any of its debt covenants.

F-108

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(12) Restatement of Previously Issued Financial Statements (Continued)

        The impact of the corrections to 2010 previously issued financial statements is as follows:

(in thousands of dollars)	Amount previously reported			Adjustments			As Restated
Assets
Current assets
Cash and cash equivalents	$	53			—			53
Restricted cash		8,292			—			8,292
Accounts receivable		15,195			—			15,195
Inventory		8,201			—			8,201
Other assets		469			—			469
Total current assets		32,210			—			32,210
Construction in Progress		9			—			9
Property and equipment, net of accumulated depreciation of $288,412 (previously reported as $189,541)		350,800			(95,372	)		255,428
Deferred financing costs, net of accumulated amortization of $5,182		1,648			—			1,648
Total assets		384,667			(95,372	)		289,295
Liabilities and Partners' Capital
Current liabilities
Current portion on long-term debt	$	28,235			—			28,235
Accounts payable		4,670			—			4,670
Due to affiliates		1,887			—			1,887
Accrued liabilities		1,822			—			1,822
Interest rate swap		4,470			—			4,470
Total current liabilities		41,084			—			41,084
Long-term debt		159,376			—			159,376
Interest rate swap		3,243			—			3,243
Asset retirement obligation		2,107			8,250			10,357
Total liabilities		205,810			8,250			214,060
Partners' capital
General partners		178,549			(102,585	)		75,964
Limited partner		1,804			(1,037	)		767
Accumulated other comprehensive loss		(1,496	)		—			(1,496	)
Total partners' capital		178,857			(103,622	)		75,235
Total liabilities and partners' capital		384,667			(95,372	)		289,295

F-109

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(12) Restatement of Previously Issued Financial Statements (Continued)

(in thousands of dollars)	Amount previously reported			Adjustments			As Restated
Operating revenues
Energy	$	62,440			—			62,440
Capacity		59,996			—			59,996
Steam		16,443			—			16,443
Total operating revenues		138,879			—			138,879
Operating expenses
Fuel		59,129			—			59,129
Operations and maintenance		25,910			—			25,910
General and administrative		5,824			446			6,270
Depreciation		8,173			10,212			18,385
Total operating expenses		99,036			10,658			109,694
Operating income		39,843			(10,658	)		29,185
Other income (expense)
Interest income		1			—			1
Miscellaneous income		133			—			133
Unrealized gain on interest rate swaps		2,980			—			2,980
Interest expense		(11,747	)		—			(11,747	)
Net income	$	31,210			(10,658	)		20,552

F-110

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(12) Restatement of Previously Issued Financial Statements (Continued)

(in thousands of dollars)	Restated General Partners			Restated Limited Partner			Restated Comprehensive Income			Restated Accumulated Other Comprehensive Loss			Restated Total
Partners' capital at December 31, 2009 (as restated)	$	37,909			25,270						(2,784	)		60,395
Conversion of partnership interest (as previously reported)		64,652			(64,652	)
Restatement adjustment		(37,843	)		37,843
Net income (as previously reported)		27,140			4,070			31,210						31,210
Restatement adjustment		(8,964	)		(1,694	)		(10,658	)					(10,658	)
Amortization of previously deferred loss on interest rate swap agreement								1,288			1,288			1,288
Total comprehensive income							$	21,840
Capital distributions		(6,930	)		(70	)								(7,000	)
Partners' capital at December 31, 2010 (as restated)	$	75,964			767					$	(1,496	)		75,235

F-111

CHAMBERS COGENERATION LIMITED PARTNERSHIP

Notes to Consolidated Financial Statements (Continued)

December 31, 2011 and 2010

(12) Restatement of Previously Issued Financial Statements (Continued)

(in thousands of dollars)	Amount previously reported			Adjustments			As Restated
Cash flows from operating activities
Net income	$	31,210			(10,658	)		20,552
Noncash items included in net income:
Amortization of deferred interest rate swap losses		1,288			—			1,288
Unrealized gain on interest rate swaps		(2,980	)		—			(2,980	)
Depreciation		8,173			10,212			18,385
Amortization of deferred financing costs		225			—			225
Accretion of asset retirement obligation		109			446			555
Loss on disposal of assets		—			—			—
Changes in operating assets and liabilities:
Accounts receivable		(3,230	)		—			(3,230	)
Inventory		(966	)		—			(966	)
Emission allowances		2,540			—			2,540
Other assets		773			—			773
Accounts payable		(736	)		—			(736	)
Due to affiliates		103			—			103
Accrued liabilities		160			—			160
Net cash provided by operating activities		36,669			—			36,669
Cash flows from investing activities
(Decrease) increase in restricted cash		(1,987	)		—			(1,987	)
Proceeds from the sale of assets		—			—			—
Capital expenditures		(100	)		—			(100	)
Net cash (used in) providing by investing activities		(2,087	)		—			(2,087	)
Cash flows from financing activities
Repayments of long-term debt		(27,628	)		—			(27,628	)
Capital distributions		(7,000	)		—			(7,000	)
Cash used in financing activities		(34,628	)		—			(34,628	)
Net decrease in cash and cash equivalents		(46	)		—			(46	)
Cash and cash equivalents
Beginning of period		99			—			99
End of period	$	53			—			53
Supplemental disclosure of cash flow information
Cash paid for interest	$	10,312			—			10,312

F-112

Chambers Cogeneration Limited Partnership

Consolidated Financial Statements

December 31, 2010 and 2009

F-113

Chambers Cogeneration Limited Partnership

Index

December 31, 2010 and 2009

	Page(s)
Report of Independent Auditors		F-115
Consolidated Financial Statements
Balance Sheets		F-116
Statements of Operations		F-117
Statements of Changes in Partners' Capital and Comprehensive Income		F-118
Statements of Cash Flows		F-119
Notes to Financial Statements		F-120 - F-141

F-114

Report of Independent Auditors

To the Board of Control of
Chambers Cogeneration Limited Partnership:

        In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of changes in partners' capital and comprehensive income, and of cash flows present fairly, in all material respects, the financial position of Chambers Cogeneration Limited Partnership and its subsidiaries at December 31, 2010, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        As discussed in Note 2, the Company has restated its financial statements for the years ended December 31, 2010 and 2009 to correct errors.

/s/ PricewaterhouseCoopers LLP

March 16, 2011, except for the Restatement of Previously Issued Financial Statements section of Note 2, which is as of March 30, 2012

F-115

Chambers Cogeneration Limited Partnership

Consolidated Balance Sheets

December 31, 2010 and 2009

(in thousands of dollars)	Restated 2010			Restated 2009
Assets
Current assets
Cash and cash equivalents	$	53		$	99
Restricted cash		8,292			6,305
Accounts receivable		15,195			11,965
Inventory		8,201			7,235
Emission allowances		—			2,540
Other assets		469			1,162
Total current assets		32,210			29,306
Construction in Progress		9			—
Property and equipment, net of accumulated depreciation of $288,412 and $270,027, respectively		255,428			273,715
Deferred financing costs, net of accumulated amortization of $5,182 and $4,957 respectively		1,648			1,873
Other assets		—			80
Total assets	$	289,295		$	304,974
Liabilities and Partners' Capital
Current liabilities
Current portion of long-term debt	$	28,235		$	27,628
Accounts payable		4,670			5,406
Due to affiliates		1,887			1,784
Accrued liabilities		1,822			1,655
Interest rate swap		4,470			5,851
Total current liabilities		41,084			42,324
Long-term debt		159,376			187,611
Interest rate swap		3,243			4,842
Asset retirement obligation		10,357			9,802
Total liabilities		214,060			244,579
Commitments and contingencies
Partners' capital
General partners		75,964			37,909
Limited partner		767			25,270
Accumulated other comprehensive loss		(1,496	)		(2,784	)
Total partners' capital		75,235			60,395
Total liabilities and partners' capital	$	289,295		$	304,974

The accompanying notes are an integral part of these consolidated financial statements.

F-116

Chambers Cogeneration Limited Partnership

Consolidated Statements of Operations

Years Ended December 31, 2010 and 2009

(in thousands of dollars)	Restated 2010			Restated 2009
Operating revenues
Energy	$	62,440		$	52,727
Capacity		59,996			59,665
Steam		16,443			14,266
Total operating revenues		138,879			126,658
Operating expenses
Fuel		59,129			53,625
Operations and maintenance		25,910			34,322
General and administrative		6,270			5,397
Depreciation		18,385			18,245
Loss on disposal of assets		—			1,030
Total operating expenses		109,694			112,619
Operating income		29,185			14,039
Other income (expense)
Interest income		1			3
Miscellaneous income		133			—
Unrealized gain on interest rate swaps		2,980			5,599
Interest expense		(11,747	)		(15,614	)
Net income	$	20,552		$	4,027

The accompanying notes are an integral part of these consolidated financial statements.

F-117

Chambers Cogeneration Limited Partnership

Consolidated Statements of Changes in Partners' Capital and Comprehensive Income

Years Ended December 31, 2010 and 2009

(in thousands of dollars)	Restated General Partners			Restated Limited Partner			Restated Comprehensive Income		Restated Accumulated Other Comprehensive Loss			Restated Total
Partners' capital at December 31, 2008	$	37,202		$	24,800				$	(4,570	)	$	57,432
Net income		2,417			1,610		$	4,027					4,027
Amortization of previously deferred loss on interest rate swap agreement								1,786		1,786			1,786
Total comprehensive income							$	5,813
Capital distributions		(1,710	)		(1,140	)				—			(2,850	)
Partners' capital at December 31, 2009	$	37,909		$	25,270				$	(2,784	)	$	60,395
Conversion of partnership interest	$	26,809		$	(26,809	)
Net income		18,176			2,376		$	20,552					20,552
Amortization of previously deferred loss on interest rate swap agreement								1,288		1,288			1,288
Total comprehensive income							$	21,840
Capital distributions		(6,930	)		(70	)							(7,000	)
Partners' capital at December 31, 2010	$	75,964		$	767				$	(1,496	)	$	75,235

The accompanying notes are an integral part of these consolidated financial statements.

F-118

Chambers Cogeneration Limited Partnership

Consolidated Statements of Cash Flows

Years Ended December 31, 2010 and 2009

(in thousands of dollars)	Restated 2010			Restated 2009
Cash flows from operating activities
Net income	$	20,552		$	4,027
Noncash items included in net income:
Amortization of deferred interest rate swap losses		1,288			1,786
Unrealized gain on interest rate swaps		(2,980	)		(5,599	)
Depreciation		18,385			18,245
Amortization of deferred financing costs		225			244
Accretion of asset retirement obligation		555			525
Loss on disposal of assets		—			1,030
Changes in operating assets and liabilities:
Accounts receivable		(3,230	)		2,709
Inventory		(966	)		1,116
Emission allowances		2,540			(2,540	)
Other assets		773			1,864
Accounts payable		(736	)		(1,265	)
Due to affiliates		103			(444	)
Accrued liabilities		160			(740	)
Net cash provided by operating activities		36,669			20,958
Cash flows from investing activities
(Decrease) increase in restricted cash		(1,987	)		7,347
Proceeds from the sale of assets		—			32
Capital expenditures		(100	)		(1,602	)
Net cash (used in) provided by investing activities		(2,087	)		5,777
Cash flows from financing activities
Repayments of long-term debt		(27,628	)		(23,920	)
Capital distributions		(7,000	)		(2,850	)
Cash used in financing activities		(34,628	)		(26,770	)
Net decrease in cash and cash equivalents		(46	)		(35	)
Cash and cash equivalents
Beginning of period		99			134
End of period	$	53		$	99
Supplemental disclosure of cash flow information
Cash paid for interest	$	10,312		$	13,586

The accompanying notes are an integral part of these consolidated financial statements.

F-119

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements

December 31, 2010 and 2009

1. Organization and Business

        Chambers Cogeneration Limited Partnership (the "Partnership") is a Delaware limited partnership formed on August 17, 1988. The general partners are Peregrine Power, LLC ("Peregrine"), a California limited liability company, and Cogentrix/Carneys Point, LLC ("Cogentrix/Carneys"), a Delaware limited liability company. Cogentrix/Carneys and Peregrine were each wholly-owned indirect subsidiaries of Cogentrix Energy, LLC ("CELLC"). In November 2007, CELLC transferred 100% of its indirect equity interest in Peregrine and Cogentrix/Carneys to Calypso Energy Holdings, LLC ("Calypso"), then a wholly-owned subsidiary of CELLC. Following such transfer, on November 14, 2007, CELLC sold an 80% equity interest in Calypso to EIF Calypso, LLC ("EIF"), a limited liability company owned by one or more private equity funds managed by EIF Management, LLC (collectively, the "Calypso Transaction"). CELLC holds a 20% equity interest in Calypso and a 12% indirect interest in the Partnership. Epsilon Power ("Epsilon"), a wholly-owned indirect subsidiary of Atlantic Power Corporation holds a 40% interest in the Partnership. In May 2010, Epsilon converted 39% of their 40% limited partnership interest to a general partnership interest.

        The Partnership was formed to construct, own and operate a 262-megawatt ("MW") coal-fired cogeneration station (the "Facility") at DuPont's Chambers Works chemical complex in Carneys Point, New Jersey. The Facility produces energy for sale to Atlantic City Electric Company ("AE"), and energy and process steam to E.I. DuPont de Nemours & Company ("DuPont") for use in its industrial operations. The Facility achieved final completion and commercial operations in 1994.

        In December 2008, the Partnership submitted an application to PJM Interconnection ("PJM") to increase the Facility's capacity rating from 225 MW to 240 MW. On April 28, 2009, the Partnership received notice from PJM that the capacity interconnection rights assigned to the Facility have been increased to 240 MW. The Facility currently sells excess energy under a separate power sales agreement (Note 10).

        The net income and losses of the Partnership are allocated to Peregrine, Cogentrix/Carneys and Epsilon (collectively, the "Partners") based on the following ownership percentages:

Peregrine	50	%
Cogentrix/Carneys	10	%
Epsilon (39% general partnership, 1% limited partnership)	40	%

        All distributions other than liquidating distributions are made based on the Partners' percentage interests, as shown above, in accordance with the Partnership documents and at such times and in such amounts as the Board of Control of the Partnership determines.

Carneys Point Generating Company, L.P.

        The Partnership has a lease agreement with Carneys Point Generating Company, L.P. ("CPGC"), which is equally owned by Topaz Power, LLC ("Topaz") and by Garnet Power, LLC (Garnet"), both of which were wholly-owned direct subsidiaries of Power Services Company, LLC ("PSC"), an indirect wholly-owned subsidiary of CELLC. In November 2007, CELLC transferred 100% of its ownership interest in Topaz and Garnet to Calypso in connection with the Calypso Transaction. CPGC leases the facility and subleases the site from the Partnership. In addition, certain contracts and agreements related to the Partnership have been assigned to CPGC by the Partnership. The lease commenced on September 20, 1994 and has a 24-year term. CPGC's operations have been established to effectively break-even under the lease agreement.

F-120

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies

Basis of Presentation

        On January 1, 2010, the Partnership adopted an accounting standards update that changes when and how to determine, or re-determine, whether an entity is a variable interest entity ("VIE"), which could require consolidation. In addition, the accounting standards update replaces the quantitative approach for determining who has a controlling financial interest in a VIE with a qualitative approach and requires ongoing assessments of whether an entity is the primary beneficiary of a VIE.

        The Partnership is required to consolidate any entities that they control. In most cases, control can be determined based on majority ownership or voting interests. However, for certain entities, control is difficult to discern based on ownership or voting interests alone. These entities are referred to as VIE's. A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any characteristics of a controlling financial interest. An enterprise has a controlling financial interest if it has the obligation to absorb expected losses or receive expected gains that could potentially be significant to a VIE and the power to direct activities that are most significant to a VIE's economic performance. An enterprise that has a controlling financial interest is known as the VIE's primary beneficiary and is required to consolidate the VIE. The Partnership reassesses its determination of whether the Partnership is the primary beneficiary of a VIE at each reporting date or if there are changes in facts and circumstances that could potentially alter the Partnership's assessment.

        The Partnership has determined that CPGC is a VIE of the Partnership primarily due to its lease arrangements with CPGC. The Partnership has determined that it has the power to direct the activities that most significantly impact CPGC's economic performance, and therefore the Partnership consolidates CPGC into its financial statements. All material intercompany transactions have been eliminated.

Use of Estimates

        The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

        Cash and cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less.

Restricted Cash

        Restricted cash includes both cash and cash equivalents that are held in accounts restricted for operations, debt service, major maintenance and other specifically designated accounts under a disbursement agreement. All restricted accounts are classified as current assets.

F-121

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Inventory

        Fuel is valued using the average cost method and includes the fuel contract purchase price as well as the transportation and related costs incurred to deliver the fuel to the Facility (Note 3). Spare parts are recorded at the lower of average cost or market and consist of Facility equipment components and supplies required to facilitate maintenance activities. Spare parts are classified as current in the accompanying consolidated balance sheets (Note 3).

        The Partnership performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventories to net realizable value.

Emission Allowances

        Emission allowances are valued under the weighted average costing method subject to the lower of cost or market principle. In applying the lower of cost or market principle, a reduction in the carrying value is not recognized so long as the Partnership will recover/pass-through the cost in its operating margin.

        The historical cost of emission allowances is calculated as follows:

•

Granted from regulatory body—emission allowances obtained via grants are not assigned any value by the Partnership as their cost is zero.

•

Acquired as part of an acquisition—emission allowances are recorded at fair value as of the acquisition date, subject to pro rata reduction if overall purchase price is less than the entity's fair value.

•

Purchased from third parties—emission allowances that are transferable and can be purchased or sold in the normal course of business are recorded at cost.

Derivative Contracts

        In accordance with guidance on accounting for derivative instruments and hedging activities all derivatives should be recognized at fair value. Derivatives or any portion thereof, that are not designated as, and effective as, hedges must be adjusted to fair value through earnings. Derivative contracts are classified as either assets or liabilities on the consolidated balance sheets. Certain contracts that require physical delivery may qualify for and be designated as normal purchases/normal sales. Such contracts are accounted for on an accrual basis. The Partnership's interest rate swap agreement (Notes 5 and 8) and power purchase agreement ("PPA") (Note 10) meet the definition of a derivative. The Partnership's PPA qualifies for, and the Partnership has elected, the normal purchases and normal sales exception and accordingly accounts for the PPA on an accrual basis.

        The Partnership engages in activities to manage risks associated with changes in interest rates. The Partnership has entered into swap agreements to reduce exposure to interest rate fluctuations on certain debt commitments (Note 5). These agreements were designated and qualified as cash flow hedging instruments through December 31, 2004. The Partnership discontinued applying cash flow hedge accounting on January 1, 2005. The balance of accumulated other comprehensive loss, as of

F-122

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

December 31, 2004, is amortized as interest expense in the accompanying consolidated statements of operations in accordance with the originally forecasted interest payments schedule through the expiration of the interest rate swaps on March 31, 2014.

Fair Value Measurements

        The Partnership uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

• Level 1:	Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2:	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
• Level 3:	Unobservable inputs that reflect the reporting entity's own assumptions.

        A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement (Note 8). As of December 31, 2010 and 2009, the Partnership does not have any non-financial assets or liabilities remeasured at fair value on a recurring basis

Property and Equipment

        Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful life ("EUL") of the related assets using the straight-line method (Note 4).

        The Partnership's depreciation is based on the Facility being considered a single property unit. Certain components within the Facility will require replacement or overhaul several times over its estimated life. Costs associated with overhauls are recorded as an expense in the period incurred. However, in instances where a replacement of a Facility component is significant and the Partnership can reasonably estimate the original cost of the component being replaced, the Partnership will write-off the replaced component and capitalize the cost of the replacement. The component will be depreciated over the lesser of the EUL of the component or the remaining useful life of the Facility.

        The Partnership reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors

F-123

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors.

Deferred Financing Costs

        Deferred financing costs, which consist of the costs incurred to obtain financing, are deferred and amortized into interest expense in the accompanying consolidated statements of operations using the effective interest method over the term of the related financing (Note 5).

Asset Retirement Obligations

        Asset retirement obligations, including those conditioned on future events, are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset in the same period. In each subsequent period, the liability is accreted to its present value and the capitalized cost is depreciated over the EUL of the long-lived asset. If the asset retirement obligation is settled for other than the carrying amount of the liability, the Partnership recognizes a gain or loss on settlement. The Partnership records at fair value all reclamation costs the Partnership would incur to perform environmental clean-up of land under lease to the Partnership.

Income Taxes

        As a partnership, the income tax effects accrue directly to the partners, and each partner is individually responsible for its share of the combined income or loss. Accordingly, no provision has been made for income taxes.

Revenue Recognition

        Revenues from the sale of energy and steam are recorded based on monthly output delivered as specified under contractual terms or current market conditions and are recorded on a gross basis on the accompanying consolidated statements of operations as energy and steam revenues, respectively, with the associated costs recorded in operating expenses.

Reclassifications

        Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on the previously reported results of operations or partners' capital.

Subsequent Events

        The Partnership evaluated subsequent events through March 16, 2011.

F-124

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

        Effective July 1, 2009 the Partnership adopted the Accounting Standards Codification ("ASC") issued by the FASB. The ASC does not change GAAP, but instead takes the numerous individual accounting pronouncements that previously constituted GAAP and reorganizes them into approximately 90 accounting topics, which are then broken down into subtopics, sections and paragraphs. The intent is to simplify user access to authoritative GAAP by providing all of the guidance related to a particular topic in one place. ASC supersedes all previously existing non-Security and Exchange Commission or non-grandfathered accounting and reporting standards. The adoption of ASC did not have any impact on the Partnership's consolidated financial statements.

Restatement of Previously Issued Financial Statements

        Following a review of its accounting policies, the Partnership determined that it had incorrectly calculated depreciation expense of the Facility. The Partnership has a ground lease for the Facility with a term of 30 years from the start of the lease with no renewal options. The lease term began with the commencement of commercial operations of the Facility in 1994. The Partnership had been depreciating the Facility over an EUL of 60 years. The Partnership should have been depreciating the Facility over the lesser of its EUL or the term of the ground lease. Therefore, the Partnership understated previously reported depreciation expense and overstated the carrying value of its property and equipment. Additionally, the Partnership determined that it had incorrectly calculated its estimate of the fair value of asset retirement obligations and related accretion and depreciation expense. As a result, the Partnership restated its financial statements for the years ended December 31, 2010 and 2009. These non-cash adjustments had no material impact on the Partnership's previously reported cash flows, cash position or revenues in any period, or on the Partnership's compliance with any of its debt covenants.

        The following tables represent the adjustment as a result of the restatement to the previously reported balance sheets as of December 31, 2010 and 2009 and the related statements of operations, of changes in partners capital and comprehensive income, and of cash flows for the fiscal years ended December 31, 2010 and 2009.

F-125

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Chambers Cogeneration Limited Partnership
Consolidated Balance Sheets
December 31, 2010

(in thousands of dollars)	As Previously Reported			Adjustments			As Restated
Assets
Current assets
Cash and cash equivalents	$	53					$	53
Restricted cash		8,292						8,292
Accounts receivable		15,195						15,195
Inventory		8,201						8,201
Other assets		469						469
Total current assets		32,210			—			32,210
Construction in Progress		9						9
Property and equipment, net of accumulated depreciation of $288,412 (previously reported as $189,541)		350,800		$	(95,372	)		255,428
Deferred financing costs, net of accumulated amortization of $5,182		1,648						1,648
Total assets	$	384,667		$	(95,372	)	$	289,295
Liabilities and Partners' Capital
Current liabilities
Current portion of long-term debt	$	28,235					$	28,235
Accounts payable		4,670						4,670
Due to affiliates		1,887						1,887
Accrued liabilities		1,822						1,822
Interest rate swap		4,470						4,470
Total current liabilities		41,084			—			41,084
Long-term debt		159,376						159,376
Interest rate swap		3,243						3,243
Asset retirement obligation		2,107		$	8,250			10,357
Total liabilities		205,810			8,250			214,060
Partners' capital
General partners		178,549			(102,585	)		75,964
Limited partner		1,804			(1,037	)		767
Accumulated other comprehensive loss		(1,496	)					(1,496	)
Total partners' capital		178,857			(103,622	)		75,235
Total liabilities and partners' capital	$	384,667		$	(95,372	)	$	289,295

F-126

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Chambers Cogeneration Limited Partnership
Consolidated Balance Sheets
December 31, 2009

(in thousands of dollars)	As Previously Reported			Adjustments			As Restated
Assets
Current assets
Cash and cash equivalents	$	99					$	99
Restricted cash		6,305						6,305
Accounts receivable		11,965						11,965
Inventory		7,235						7,235
Emission allowances		2,540						2,540
Other assets		1,162						1,162
Total current assets		29,306			—			29,306
Property and equipment, net of accumulated depreciation of $270,027, (previously reported as $181,368)		358,875		$	(85,160	)		273,715
Deferred financing costs, net of accumulated amortization of $4,957		1,873						1,873
Other assets		80						80
Total assets	$	390,134		$	(85,160	)	$	304,974
Liabilities and Partners' Capital
Current liabilities
Current portion of long-term debt	$	27,628					$	27,628
Accounts payable		5,406						5,406
Due to affiliates		1,784						1,784
Accrued liabilities		1,655						1,655
Interest rate swap		5,851						5,851
Total current liabilities		42,324			—			42,324
Long-term debt		187,611						187,611
Interest rate swap		4,842						4,842
Asset retirement obligation		1,998		$	7,804			9,802
Total liabilities		236,775			7,804			244,579
Partners' capital
General partners		93,687			(55,778	)		37,909
Limited partner		62,456			(37,186	)		25,270
Accumulated other comprehensive loss		(2,784	)					(2,784	)
Total partners' capital		153,359			(92,964	)		60,395
Total liabilities and partners' capital	$	390,134		$	(85,160	)	$	304,974

F-127

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Chambers Cogeneration Limited Partnership
Consolidated Statements of Operations
December 31, 2010

(in thousands of dollars)	As Previously Reported			Adjustments			As Restated
Operating revenues
Energy	$	62,440					$	62,440
Capacity		59,996						59,996
Steam		16,443						16,443
Total operating revenues		138,879			—			138,879
Operating expenses
Fuel		59,129						59,129
Operations and maintenance		25,910						25,910
General and administrative		5,824		$	446			6,270
Depreciation		8,173			10,212			18,385
Total operating expenses		99,036			10,658			109,694
Operating income		39,843			(10,658	)		29,185
Other income (expense)
Interest income		1						1
Miscellaneous income		133						133
Unrealized gain on interest rate swaps		2,980						2,980
Interest expense		(11,747	)					(11,747	)
Net income	$	31,210		$	(10,658	)	$	20,552

F-128

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Chambers Cogeneration Limited Partnership
Consolidated Statements of Operations
December 31, 2009

(in thousands of dollars)	As Previously Reported			Adjustments			As Restated
Operating revenues
Energy	$	52,727					$	52,727
Capacity		59,665						59,665
Steam		14,266						14,266
Total operating revenues		126,658			—			126,658
Operating expenses
Fuel		53,625						53,625
Operations and maintenance		34,322						34,322
General and administrative		4,975		$	422			5,397
Depreciation		8,278			9,967			18,245
Loss on disposal of assets		1,030			—			1,030
Total operating expenses		102,230			10,389			112,619
Operating income		24,428			(10,389	)		14,039
Other income (expense)
Interest income		3						3
Unrealized gain on interest rate swaps		5,599						5,599
Interest expense		(15,614	)					(15,614	)
Net income	$	14,416		$	(10,389	)	$	4,027

F-129

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Chambers Cogeneration Limited Partnership
Consolidated Statements of Changes in Capital and Comprehensive Income
December 31, 2010

(in thousands of dollars)	Restated General Partners			Restated Limited Partner			Restated Comprehensive Income			Restated Accumulated Other Comprehensive Loss			Restated Total
Partners' capital at December 31, 2009 (as restated)	$	37,909		$	25,270					$	(2,784	)	$	60,395
Conversion of partnership interest (as previously reported)	$	64,652		$	(64,652	)
Restatement adjustment		(37,843	)		37,843
Net income (as previously reported)		27,140			4,070		$	31,210					$	31,210
Restatement adjustment		(8,964	)		(1,694	)		(10,658	)					(10,658	)
Amortization of previously deferred loss on interest rate swap agreement								1,288			1,288			1,288
Total comprehensive income							$	21,840
Capital distributions		(6,930	)		(70	)								(7,000	)
Partners' capital at December 31, 2010 (as restated)	$	75,964		$	767					$	(1,496	)	$	75,235

F-130

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Chambers Cogeneration Limited Partnership
Consolidated Statements of Changes in Capital and Comprehensive Income
December 31, 2009

(in thousands of dollars)	Restated General Partners			Restated Limited Partner			Restated Comprehensive Income			Restated Accumulated Other Comprehensive Loss			Restated Total
Partners' capital at December 31, 2008 (as previously reported)	$	86,747		$	57,830					$	(4,570	)	$	140,007
Restatement adjustment	$	(49,545	)	$	(33,030	)							$	(82,575	)
Net income (as previously reported)		8,650			5,766		$	14,416						14,416
Restatement adjustment		(6,233	)		(4,156	)		(10,389	)					(10,389	)
Amortization of previously deferred loss on interest rate swap agreement								1,786			1,786			1,786
Total comprehensive income							$	5,813
Capital distributions		(1,710	)		(1,140	)					—			(2,850	)
Partners' capital at December 31, 2009 (as restated)	$	37,909		$	25,270					$	(2,784	)	$	60,395

F-131

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Chambers Cogeneration Limited Partnership
Consolidated Statements of Cash Flows
December 31, 2010

(in thousands of dollars)	As Previously Reported			Adjustments			As Restated
Cash flows from operating activities
Net income	$	31,210		$	(10,658	)	$	20,552
Noncash items included in net income:
Amortization of deferred interest rate swap losses		1,288						1,288
Unrealized gain on interest rate swaps		(2,980	)					(2,980	)
Depreciation		8,173			10,212			18,385
Amortization of deferred financing costs		225						225
Accretion of asset retirement obligation		109			446			555
Loss on disposal of assets		—						—
Changes in operating assets and liabilities:
Accounts receivable		(3,230	)					(3,230	)
Inventory		(966	)					(966	)
Emission allowances		2,540						2,540
Other assets		773						773
Accounts payable		(736	)					(736	)
Due to affiliates		103						103
Accrued liabilities		160						160
Net cash provided by operating activities		36,669			—			36,669
Cash flows from investing activities
(Decrease) increase in restricted cash		(1,987	)					(1,987	)
Proceeds from the sale of assets		—						—
Capital expenditures		(100	)					(100	)
Net cash (used in) provided by investing activities		(2,087	)		—			(2,087	)
Cash flows from financing activities
Repayments of long-term debt		(27,628	)					(27,628	)
Capital distributions		(7,000	)					(7,000	)
Cash used in financing activities		(34,628	)		—			(34,628	)
Net decrease in cash and cash equivalents		(46	)		—			(46	)
Cash and cash equivalents
Beginning of period		99			—			99
End of period	$	53		$	—		$	53
Supplemental disclosure of cash flow information
Cash paid for interest	$	10,312					$	10,312

F-132

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

2. Summary of Significant Accounting Policies (Continued)

Chambers Cogeneration Limited Partnership
Consolidated Statements of Cash Flows
December 31, 2009

(in thousands of dollars)	As Previously Reported			Adjustments			As Restated
Cash flows from operating activities
Net income	$	14,416		$	(10,389	)	$	4,027
Noncash items included in net income:
Amortization of deferred interest rate swap losses		1,786						1,786
Unrealized gain on interest rate swaps		(5,599	)					(5,599	)
Depreciation		8,278			9,967			18,245
Amortization of deferred financing costs		244						244
Accretion of asset retirement obligation		103			422			525
Loss on disposal of assets		1,030						1,030
Changes in operating assets and liabilities:
Accounts receivable		2,709						2,709
Inventory		1,116						1,116
Emission allowances		(2,540	)					(2,540	)
Other assets		1,864						1,864
Accounts payable		(1,265	)					(1,265	)
Due to affiliates		(444	)					(444	)
Accrued liabilities		(740	)					(740	)
Net cash provided by operating activities		20,958			—			20,958
Cash flows from investing activities
(Decrease) increase in restricted cash		7,347						7,347
Proceeds from the sale of assets		32						32
Capital expenditures		(1,602	)					(1,602	)
Net cash (used in) provided by investing activities		5,777			—			5,777
Cash flows from financing activities
Repayments of long-term debt		(23,920	)					(23,920	)
Capital distributions		(2,850	)					(2,850	)
Cash used in financing activities		(26,770	)		—			(26,770	)
Net decrease in cash and cash equivalents		(35	)		—			(35	)
Cash and cash equivalents
Beginning of period		134			—			134
End of period	$	99		$	—		$	99
Supplemental disclosure of cash flow information
Cash paid for interest	$	13,586					$	13,586

F-133

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

3. Inventory

        Inventory consisted of the following as of December 31:

(in thousands of dollars)	2010		2009
Coal	$	3,727	$	3,142
Fuel oil		335		376
Lime		120		95
Spare parts		4,019		3,622
		8,201		7,235

4. Property and Equipment

        Property and equipment consisted of the following components as of December 31:

(in thousands of dollars)	Restated 2010			Restated 2009
Facility	$	537,273		$	537,175
Other equipment		6,567			6,567
Construction in progress		9			—
		543,849			543,742
Less: Accumulated depreciation		(288,412	)		(270,027	)
	$	255,437		$	273,715

        The EUL for significant property and equipment categories are as follows:

Facility	30 years
Other equipment	5 to 30 years

F-134

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

5. Long-Term Debt

        Long-term debt consisted of the following as of December 31:

(in thousands of dollars)

	As of December 31, 2010						For the Year Ended December 31, 2010
Description	Commitment Amount		Due Date		Balance Outstanding		Interest Expense		Letter of Credit Fees
Bonds payable(1)(6)	$	100,000		7/1/21	$	100,000	$	352		N/A
Credit agreement
Term loans(3)(6)		87,611		3/31/14		87,611		1,695		N/A
Bond letter of credit(4)(6)(7)		102,466		12/31/12		—		N/A		1,480
Debt service reserve letter of credit(5)(6)(7)		22,750		12/31/12		—		N/A		386
						187,611
Less: Current portion						28,235
					$	159,376

(in thousands of dollars)

	As of December 31, 2009						For the Year Ended December 31, 2009
Description	Commitment Amount		Due Date		Balance Outstanding		Interest Expense		Letter of Credit Fees
Bonds payable(1)(6)	$	100,000		7/1/21	$	100,000	$	1,795		N/A
Loan payable(2)		—		6/10/09		—		3		N/A
Credit agreement
Term loans(3)(6)		115,239		3/31/14		115,239		2,856		N/A
Bond letter of credit(4)(6)(7)		102,466		12/31/12		—		N/A		1,495
Debt service reserve letter of credit(5)(6)(7)		22,750		12/31/12		—		N/A		389
						215,239
Less: Current portion						27,628
					$	187,611

(1)

The bonds are collateralized by an irrevocable letter of credit and provide for interest at variable rates. The weighted-average interest rates on the bonds were 0.36% and 1.79% for the years ended December 31, 2010 and 2009, respectively. Remarketing fees paid to the remarketing agent were approximately $100,000 in both 2010 and 2009. These fees are included in interest expense in the accompanying consolidated statements of operations.

(2)

Loan payable is collateralized by equipment. The term is 60-months commencing July 2004 with interest fixed at 6.25%.

F-135

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

5. Long-Term Debt (Continued)

(3)

The term loans accrue interest at the applicable London Interbank Offered Rate ("LIBOR"), plus an applicable margin (1.25% at December 31, 2010 and December 31, 2009). The weighted average interest rates on the term loan were 1.62% and 2.16% for 2010 and 2009, respectively.

(4)

The letter of credit fee for 2010 and 2009 was 1.25%. In addition, the facility provides for a fronting fee of 0.175% on the stated amount which is included in interest expense in the accompanying consolidated statements of operations.

(5)

The letter of credit fee for 2010 and 2009 was 1.5%. In addition, the facility provided for a fronting fee of 0.175% on the stated amount which is included in interest expense in the accompanying consolidated statements of operations.

(6)

All bonds, loans and credit facilities are collateralized by the assets of the Facility and the real estate covered by the ground lease (Note 1) and are nonrecourse to the Partners.

(7)

As of December 31, 2010 and 2009, there were no amounts available under the letter of credit commitments.

        Accrued interest payable of $3,000 and $81,000 is included in accrued liabilities in the consolidated balance sheets as of December 31, 2010 and 2009, respectively.

        Future minimum principal payments as of December 31, 2010 are as follows:

(in thousands of dollars)
2011		28,235
2012		30,439
2013		26,957
2014		1,980
2015		—
Thereafter		100,000
	$	187,611

        In connection with the various agreements discussed above, certain financial covenants must be met and reported on an annual basis. The Partnership was in compliance with all debt covenants at December 31, 2010.

Interest Rate Swap Agreements

        The Partnership is a party to two amortizing interest rate swap agreements with notional amounts outstanding aggregating $87,611,000 at December 31, 2010 and expiring on various dates through March 31, 2014. Swap payments related to the agreements covering the variable rate bank debt are made based on the spread between 5.81% (weighted average of all agreements as of December 31, 2010) and LIBOR multiplied by the notional amounts outstanding. Net amounts paid to the counterparties were approximately $6,170,000 and $6,871,000 in 2010 and 2009, respectively. These amounts were recorded as interest expense in the accompanying consolidated statements of operations.

F-136

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

6. Operating Leases

        The Partnership leases certain equipment under non-cancelable operating leases expiring at various dates through 2024. For the years ended December 31, 2010 and 2009, the Partnership incurred lease expense of approximately $208,000 and $219,000, respectively, which is included in operations and maintenance expense and general and administrative expense in the accompanying consolidated statements of operations.

        Future minimum lease payments, as of December 31, 2010, are as follows:

(in thousands of dollars)
2011		201
2012		199
2013		197
2014		197
2015		196
Thereafter		1,166
	$	2,156

7. Payment in Lieu of Taxes

        In January 1991, the Partnership entered into a Payment in Lieu of Taxes ("PILOT") agreement with the Township of Carneys Point, a municipal corporation of the state of New Jersey, which exempts the Partnership from certain property taxes. The agreement commenced on January 1, 1994, and will terminate on December 31, 2033. PILOT payments are paid annually and are expensed as incurred over the term of the agreement. Property taxes are due and paid quarterly and are deducted from the annual PILOT payments made. The Partnership expensed approximately $2,700,000 and $2,600,000 related to the PILOT which is included in general and administrative in the accompanying consolidated statements of operations for the years ended December 31, 2010 and 2009, respectively.

        As of December 31, 2010, future payments remaining under the PILOT are as follows:

(in thousands of dollars)
2011		2,800
2012		3,000
2013		3,400
2014		3,700
2015		3,900
Thereafter		114,700
	$	131,500

F-137

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

8. Fair Value of Financial Instruments

        The fair value of the Partnership's swap agreements, based upon Level 2—significant other observable inputs, is estimated to be a liability of approximately $7,713,000 and $10,693,000 as of December 31, 2010 and 2009, respectively (Notes 2 and 5). The valuation of the Partnership's swap agreements is based on widely accepted valuation techniques including discounted cash flow analyses which take into consideration among other things the contractual terms of the swap agreements, observable market based inputs when available, interest rate curves and counterparty credit risk. Judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the fair value estimates as of December 31, 2010 and 2009, are not necessarily indicative of amounts the Partnership could have realized in current markets.

        The Partnership's financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable, due to affiliates, and accrued liabilities. These instruments approximate their fair values as of December 31, 2010 and 2009 due to their short-term nature.

        The fair value of the Partnership's bonds and term loans payable approximates their carrying value due to the variable nature of the interest obligations thereon.

9. Concentrations of Credit Risk

        Credit risk is the risk of loss the Partnership would incur if counterparties fail to perform their contractual obligations. The Partnership primarily conducts business with counterparties in the energy industry. This concentration of counterparties may impact the Partnership's overall exposure to credit risk in that its counterparties may be similarly affected by changes in economic, regulatory or other conditions. The Partnership mitigates potential credit losses by dealing, where practical, with counterparties that are rated investment grade by a major credit rating agency or have a history of reliable performance within the energy industry.

        The Partnership's credit risk is primarily concentrated with AE, DuPont and the Partnership's coal supplier. AE and DuPont provided 80.5% and 19.5%, respectively, of the Partnership's revenues for the year ended December 31, 2010 and accounted for approximately 78.7% and 21.3%, respectively, of the Partnership's trade accounts receivable balance at December 31, 2010. The Partnership has a coal supply contract with Consolidated Coal Company, Consolidated Pennsylvania Coal Company, Consolidated Coal Sales Company and Nineveh Coal Company (together "Consol") who are responsible for providing 100% of the Partnership's coal requirements through 2014. The Partnership's credit risk is also impacted by the credit risk associated with its issuing bank of the bond letter of credit, Dexia Credit Locale.

        The Partnership is exposed to credit-related losses in the event of nonperformance by counterparties to the Partnership's interest rate swap agreements (Notes 2 and 5). The Partnership does not obtain collateral or other security to support such agreements, but continually monitors its positions with, and the credit quality of, the counterparties to such agreements.

F-138

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

10. Commitments and Contingencies

Power Purchase Agreement

        The Partnership has a power purchase agreement ("PPA") with AE for sales of the Facility's power output during a 30-year period commencing in 1994. The PPA provides AE with dispatch rights over the Facility, with a contractual minimum of the equivalent of 3,500 hours of full load operation. The pricing structure provides for both capacity and energy payments. Capacity payments are fixed over the life of the contract. Energy payments are based on a contractual formula which is adjusted annually, as defined in the PPA, based on a utility coal index.

Power Sales Agreement

        The Partnership has entered into a supplemental power sales agreement ("PSA") with AE which provides the Partnership self-dispatch rights for both undispatched PPA and excess energy as well as the right to market excess capacity. The pricing structure provides for both capacity and energy payments. The Partnership shares margins on the self-dispatched energy with AE based on hourly wholesale prices. Excess capacity is sold in PJM's periodic auctions and the resulting revenue is shared between the Partnership and AE. The PSA expired on December 31, 2010. The Partnership has entered into a new PSA with AE that commences January 1, 2011 and expires on December 31, 2011.

Steam and Electricity Sales Agreement

        The Partnership has a steam and electricity sales agreement with DuPont (the "DuPont Agreement") for a 30-year period commencing in 1994. Thereafter, the agreement will remain in effect unless terminated by either party upon at least 36-months' notice. DuPont is required to purchase a minimum of 525,600,000 pounds of process steam per year and no minimum amount of electricity. The steam price is adjusted quarterly based on coal price index formulas defined in the agreement. The electricity price is also adjusted quarterly based on coal price index formulas and the AE average retail rate, as defined in the agreement. The Partnership has ongoing litigation with DuPont over electric energy payment calculation. Amounts under dispute have not been reflected in revenues in the accompanying consolidated statements of operations.

Fly Ash Disposal Agreement

        The Partnership has an agreement with Consolidation Coal Company, Consol Pennsylvania Coal Company, Consolidation Coal Sales Company and Nineveh Coal Company, jointly ("CONSOL"), for a 20-year period commencing in 1994 for the disposal of fly ash with a minimum requirement of 130,000 tons per contract year. The Partnership does not anticipate meeting this requirement by the end of the contract year ending on March 14, 2011. Accordingly, the Partnership has accrued approximately $204,000 related to this shortage at December 31, 2010 which is included in fuel expense on the accompanying consolidated statement of operations. CONSOL transports the facilities coal ash to Pennsylvania where it is used for mine reclamation. The Pennsylvania Department of Environmental Protection ("PADEP") has recently issued revisions to the standards required for beneficial use of coal ash in the State of Pennsylvania. The facilities ash will have a difficult time meeting the new standards. The Partnership is evaluating process changes to meet the new PADEP standards as well as evaluating alternate disposal sites outside the State of Pennsylvania. The Partnership expects no material impact related to the potential changes in ash disposal.

F-139

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

10. Commitments and Contingencies (Continued)

Reverse Osmosis Boiler Feed Water System

        The Partnership has entered into a capital lease agreement with Wells Fargo Equipment Finance, Inc ("Wells Fargo") to lease a new Reverse Osmosis Boiler Feed Water System ("RO") to be designed, fabricated, and installed by Western Reserve Water Systems in 2011. The capital lease is for a term of 60 months to commence upon final acceptance of the Partnership of the installed RO. At the end of the lease term, the Partnership will have the option to purchase the RO for $1.

Other

        The Partnership experiences routine litigation in the normal course of business. Management is of the opinion that none of this routine litigation will have a material adverse effect on the Partnership's consolidated financial position or results of operations.

11. Related Parties

Operations and Maintenance Agreement

        The Partnership is party to an Operations and Maintenance Agreement ("O&M Agreement") with US Operating Services Company, LLC ("USOSC"), a wholly-owned subsidiary of Calypso, for the operation and maintenance ("O&M") of the Carneys Point Project. During the third quarter 2010, ownership of USOSC was acquired by Calypso from CELLC. The O&M Agreement expires on April 1, 2014. Thereafter, the O&M agreement will be automatically renewed for periods of five-years until terminated by either party with 12-months prior notice. Compensation to OSC under the agreement includes (i) an annual base fee, of which a portion is subordinate to debt service and certain other costs, (ii) certain earned fees and bonuses based on the Facility's performance and (iii) reimbursement for certain costs, including payroll, supplies, spare parts, equipment, certain taxes, licensing fees, insurance and indirect costs expressed as a percentage of payroll and personnel costs. The fees are adjusted annually by a measure of inflation as defined in the agreement. If targeted Facility performance is not reached on a monthly basis, OSC may be required to pay liquidated damages to the Partnership. The Partnership incurred related expense of approximately $9,771,000 and $9,857,000 which is recorded in operations and maintenance in the consolidated statements of operations during the years ended December 31, 2010 and 2009, respectively. As of December 31, 2010 and 2009, the Partnership owed OSC $1,844,000 and $1,649,000, respectively, under the O&M Agreement, which is included in due to affiliates in the accompanying consolidated balance sheets. Under the terms of the agreement, approximately $350,000 and $287,000 of the amounts owed at December 31, 2010 and 2009, respectively, is subordinate to the debt service for the Partnership's bonds payable and term loans. In addition, approximately $549,000 in other costs had been advanced to OSC at December 31, 2009 and are included in other current assets in the accompanying consolidated balance sheets.

        USOSC is party to a Technical Services Agreement ("TSA") with Power Services Company, LLC ("PSC"), a wholly-owned subsidiary of Calypso, for services to assist in the day-to-day O&M of the Carneys Point Project. During the third quarter 2010, ownership of PSC was acquired by Calypso from CELLC.

        PSC and NAES Corporation ("NAES"), an independent third-party O&M provider, are parties to a subcontract ("NAES Agreement") for NAES to perform all tasks commercially and reasonably

F-140

Chambers Cogeneration Limited Partnership

Notes to Consolidated Financial Statements (Continued)

December 31, 2010 and 2009

11. Related Parties (Continued)

necessary to operate, maintain and manage the Company, including administering, managing, monitoring and performing all of USOSC's obligations and responsibilities of the O&M agreement between USOSC and the Partnership. The NAES agreement expires on August 23, 2015.

Management Services Agreement

        The Partnership has a Management Services Agreement ("MSA") with PSC to provide day-to-day management and administration services to the Carneys Point Project through September 20, 2018. PSC and Power Plant Management Services, LLC ("PPMS"), an independent third party management services provider, are parties to a subcontract formalized under a Project Management and Administrative Services Agreement ("PMAS") for the Carneys Point Project. The initial term of the PMAS agreement expires on August 23, 2015. The initial term automatically extends for successive two year periods or, if the Facility MSA is scheduled to terminate or expire pursuant to its own terms prior to the expiration of any two year period, a shorter period equal to the time remaining under the Facility MSA unless either party notifies the other party at least three months prior to expiration of the then existing term. Under the PMAS, PPMS provides overall project management, administrative, and related support services as may be necessary to the Partnership and oversees the execution of the NAES agreement on behalf of the Partnership. Compensation to PSC under the agreement includes a monthly fee of $50,000, and PMAS pass-through costs. Payments to PSC of $1,731,000 and $1,860,000 are included in operations and maintenance in the consolidated statements of operations in 2010 and 2009, respectively. As of December 31, 2010 and 2009, the Partnership owed PSC approximately $50,000 and $135,000, respectively, which is included in due to affiliates in the accompanying consolidated balance sheets. Under the terms of the agreement, $50,000 of the amounts owed for each of 2010 and 2009 is subordinate to debt service for the Partnership's bonds payable and term loans.

* * * * *

F-141

KPMG LLP	Telephone	(780) 429-7300
Chartered Accountants	Fax	(780) 429-7379
10125 - 102 Street	Internet	www.kpmg.ca
Edmonton AB T5J 3V8
Canada

INDEPENDENT AUDITORS' REPORT

To the Partners of Capital Power Income L.P.

        We have audited the accompanying consolidated balance sheets of Capital Power Income L.P. and subsidiaries ("the Partnership") as of December 31, 2010, 2009, and 2008 and the related consolidated statements of income and loss, partners' equity, comprehensive loss and cash flows for each year in the three-year period ended December 31, 2010. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, 2009, and 2008 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010 in conformity with Canadian generally accepted accounting principles.

        Accounting principles generally accepted in Canada vary in certain significant respects from U.S. generally accepted accounting principles. Information relating to the nature and effect of such differences is presented in note 27 to the consolidated financial statements.

"signed KPMG"

KPMG LLP
Edmonton, Canada

March 2, 2011, except as to notes 27 and 28, which are as of July 25, 2011

F-142

CAPITAL POWER INCOME L.P.

CONSOLIDATED STATEMENTS OF INCOME AND LOSS

	Years ended December 31
	2010		2009			2008
	(In millions of dollars except units and per unit amounts)
Revenues	$	532.4	$	586.5		$	499.3
Cost of fuel		230.7		271.4			288.8
Operating and maintenance expense		114.2		103.4			99.1
		187.5		211.7			111.4
Other costs
Depreciation, amortization and accretion (Note 5)		98.3		93.3			88.3
Financial charges and other, net (Note 9)		40.1		46.4			70.7
Management and administration		13.9		15.2			20.2
Asset impairment charge (Note 8)		—		—			24.1
		152.3		154.9			203.3
Net income (loss) from continuing operations before income tax and preferred share dividends		35.2		56.8			(91.9	)
Income tax recovery (Note 14)		9.4		8.9			31.4
Net income (loss) from continuing operations before preferred share dividends		44.6		65.7			(60.5	)
Preferred share dividends of a subsidiary company (Note 11)		14.1		7.9			6.6
Net income (loss) from continuing operations		30.5		57.8			(67.1	)
Loss from discontinued operations (Note 25)		—		(0.2	)		(0.7	)
Net income (loss)	$	30.5	$	57.6		$	(67.8	)
Net income (loss) per unit from continuing operations	$	0.55	$	1.07		$	(1.24	)
Net loss per unit from discontinued operations		—		—			(0.01	)
Net income (loss) per unit	$	0.55	$	1.07		$	(1.26	)
Weighted average units outstanding (millions)		55.0		53.9			53.9

See accompanying notes to the consolidated financial statements.

F-143

CAPITAL POWER INCOME L.P.

CONSOLIDATED STATEMENTS OF CASH FLOW

	Years ended December 31
	2010			2009			2008
	(In millions of dollars)
Operating activities
Net income (loss) from continuing operations	$	30.5		$	57.8		$	(67.1	)
Items not affecting cash:
Depreciation, amortization and accretion		98.3			93.3			88.3
Asset impairment charge		—			—			24.1
Future income tax recovery		(13.9	)		(12.4	)		(34.4	)
Fair value changes on derivative instruments		3.6			(6.2	)		98.4
Unrealized foreign exchange losses		—			0.3			26.2
Other		6.6			10.0			8.7
		125.1			142.8			144.2
Change in non-cash working capital (Note 16)		(7.3	)		(8.3	)		13.3
Cash provided by operating activities of continuing operations		117.8			134.5			157.5
Cash (used in) provided by operating activities of discontinued operations		—			(2.8	)		2.7
Cash provided by operating activities		117.8			131.7			160.2
Investing activities
Additions to property, plant and equipment and other assets		(28.3	)		(100.7	)		(40.0	)
Change in non-cash working capital		(7.2	)		4.2			2.7
Dividends from equity investment		—			1.3			3.2
Acquisition of Morris Cogeneration LLC (Note 24)		—			—			(90.7	)
Acquisition of equity investment		—			(8.8	)		—
Cash used in investing activities of continuing operations		(35.5	)		(104.0	)		(124.8	)
Cash provided by (used in) investing activities of discontinued operations		—			11.6			(3.5	)
Cash used in investing activities		(35.5	)		(92.4	)		(128.3	)
Financing activities
Distributions paid		(69.5	)		(127.7	)		(135.8	)
Net borrowings under credit facilities		8.1			1.8			85.7
Proceeds from preferred share offering (Note 11)		—			100.0			—
Long-term debt repaid		(1.4	)		(1.3	)		(1.1	)
Issue costs		(0.5	)		(4.1	)		—
Cash used in financing activities		(63.3	)		(31.3	)		(51.2	)
Foreign exchange gains (losses) on cash held in a foreign currency		(1.0	)		(1.5	)		2.2
Increase (decrease) in cash and cash equivalents		18.0			6.5			(17.1	)
Cash and cash equivalents, beginning of year		9.5			3.0			20.1
Cash and cash equivalents, end of year	$	27.5		$	9.5		$	3.0
Supplementary cash flow information
Income taxes paid	$	5.6		$	2.4		$	6.7
Interest paid	$	38.0		$	43.6		$	37.1

See accompanying notes to the consolidated financial statements.

F-144

CAPITAL POWER INCOME L.P.

CONSOLIDATED BALANCE SHEETS

	As at December 31
	2010		2009		2008
	(In millions of dollars)
ASSETS
Current assets
Cash and cash equivalents	$	27.5	$	9.5	$	3.0
Accounts receivable		52.5		51.8		60.6
Inventories (Note 4)		19.5		24.6		23.2
Prepaids and other		4.0		4.5		5.0
Derivative assets (Note 15)		10.4		7.8		22.8
Future income taxes (Note 14)		7.1		1.9		2.3
Current assets of discontinued operations		—		—		2.3
		121.0		100.1		119.2
Property, plant and equipment (Note 5)		994.1		1,064.7		1,106.0
Power purchase arrangements (Note 6)		290.0		330.4		408.6
Goodwill (Note 7)		45.0		47.6		55.1
Derivative assets (Note 15)		29.7		31.8		27.1
Future income taxes (Note 14)		41.2		35.0		16.8
Other assets (Note 8)		62.8		58.5		64.4
Long-term assets of discontinued operations (Note 25)		—		—		12.0
	$	1,583.8	$	1,668.1	$	1,809.2
LIABILITIES AND PARTNERS' EQUITY
Current liabilities
Accounts payable	$	52.9	$	59.6	$	70.3
Distributions payable		8.2		7.9		33.9
Long-term debt due within one year (Note 9)		—		1.4		1.3
Derivative liabilities (Note 15)		21.1		2.9		13.0
Current liabilities of discontinued operations		—		—		1.2
Future income taxes (Note 14)		—		3.8		—
		82.2		75.6		119.7
Long-term debt (Note 9)		704.5		719.4		798.5
Derivative liabilities (Note 15)		81.9		36.4		38.5
Other liabilities (Note 10)		37.1		34.8		33.3
Long-term liabilities of discontinued operations (Note 25)		—		—		4.2
Future income taxes (Note 14)		50.7		62.7		60.7
Preferred shares issued by a subsidiary company (Note 11)		219.7		219.7		122.0
Partners' equity		407.7		519.5		632.3
Commitments (Note 23)
Subsequent event (Note 28)
	$	1,583.8	$	1,668.1	$	1,809.2

Approved by CPI Income Services Ltd., as General Partner of Capital Power Income L.P.

"signed Brian Vaasjo"
Brian T. Vaasjo
Director and Chairman of the Board "signed Brian Felesky"
Brian A. Felesky
Director and Chairman of the Audit Committee

See accompanying notes to the consolidated financial statements.

F-145

CAPITAL POWER INCOME L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

	Years ended December 31
	2010			2009			2008
	(In millions of dollars)
Partnership capital (Note 12)
Balance, beginning of year	$	1,200.6		$	1,197.1		$	1,197.1
Partnership units issued pursuant to distribution reinvestment plan		27.0			3.5			—
Balance, end of year	$	1,227.6		$	1,200.6		$	1,197.1
Deficit
Balance, beginning of year:		(543.7	)		(496.1	)		(296.5	)
Net income (loss)		30.5			57.6			(67.8	)
Distributions		(96.9	)		(105.2	)		(135.8	)
Balance, end of year	$	(610.1	)	$	(543.7	)	$	(500.1	)
Accumulated other comprehensive loss (Note 13)
Balance, beginning of year	$	(137.4	)	$	(64.7	)	$	5.1
Other comprehensive loss		(72.4	)		(72.7	)		(69.8	)
Balance, end of year	$	(209.8	)	$	(137.4	)	$	(64.7	)
Total of deficit and accumulated other comprehensive loss	$	(819.9	)	$	(681.1	)	$	(564.8	)
Partners' equity	$	407.7		$	519.5		$	632.3

See accompanying notes to the consolidated financial statements.

F-146

CAPITAL POWER INCOME L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Years ended December 31
	2010			2009			2008
	(In millions of dollars)
Net income (loss)	$	30.5		$	57.6		$	(67.8	)
Other comprehensive income (loss), net of income taxes
Losses on translating net assets of self-sustaining foreign operations(1)		(27.4	)		(65.9	)		(66.0	)
Amortization of deferred gains on derivative instruments de-designated as cash flow hedges to income(2)		(0.5	)		(0.4	)		(3.8	)
Unrealized losses on derivative instruments designated as cash flow hedges(3)		(46.7	)		(6.7	)		—
Ineffective portion of cash flow hedges reclassified to net income(2)		2.2			0.3			—
		(72.4	)		(72.7	)		(69.8	)
Comprehensive loss	$	(41.9	)	$	(15.1	)	$	(137.6	)

(1)

Includes income tax expense of $0.6 million (2009 and 2008—$nil).

(2)

Net of income tax of $nil.

(3)

Net of income tax of $14.6 million (2009—$2.5 million; 2008—$nil).

See accompanying notes to the consolidated financial statements.

F-147

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of the Partnership

        Capital Power Income L.P. (the Partnership) is a limited partnership created under the laws of the Province of Ontario pursuant to a Partnership Agreement dated March 27, 1997, as amended and restated November 4, 2009. The Partnership commenced operations on June 18, 1997 and currently has independent power generating facilities in British Columbia, Ontario, California, Colorado, Illinois, New Jersey, New York, North Carolina and Washington State.

        CPI Income Services Ltd., the general partner of the Partnership (the General Partner), has the responsibility for overseeing the management of the Partnership and distributions to unitholders. The General Partner is a wholly owned subsidiary of CPI Investments Inc. (Investments). Capital Power Corporation (collectively with its subsidiaries, CPC, unless otherwise indicated) indirectly owns all of the 49 voting, participating shares of Investments and EPCOR Utilities Inc. (EPCOR) indirectly owns all of the 51 voting, non-participating shares of Investments. The General Partner has engaged certain other subsidiaries of CPC (collectively herein, the Manager) to perform management and administrative services on behalf of the Partnership and to operate and maintain the power plants pursuant to management and operations agreements.

Note 2. Significant Accounting Policies

Basis of Presentation

        The consolidated financial statements of the Partnership have been prepared by the management of the General Partner in accordance with Canadian generally accepted accounting principles (GAAP) and include the accounts of the Partnership and of its subsidiaries. All significant intercompany transactions and balances have been eliminated.

Measurement Uncertainty

        The preparation of the Partnership's financial statements in accordance with GAAP requires management to make estimates that affect the reported amounts of revenues, expenses, assets and liabilities as well as the disclosure of contingent assets and liabilities at the financial statement date. The Partnership uses the most current information available and exercises careful judgment in making these estimates and assumptions.

        For determining asset impairments, recording financial assets and liabilities and for certain disclosures, the Partnership is required to estimate the fair value of certain assets or obligations. Estimates of fair value may be based on readily determinable market values, depreciated replacement cost or discounted cash flow techniques employing estimated future cash flows based on a number of assumptions and using an appropriate discount rate.

        Adjustments to previous estimates, which may be material, will be recorded in the period they become known.

Revenue Recognition

        Power purchase arrangements, steam purchase arrangements and energy services agreements (collectively referred to as power purchase arrangements or PPAs) are long-term contracts to sell power and steam from the Partnership on a predetermined basis. As explained in "Power purchase arrangements containing a lease," PPAs may be classified as a lease (either operating or capital) and the income is recognized in revenue according to lease revenue recognition standards. For those PPAs

F-148

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

that are not considered to contain a lease, income earned on the PPA is recognized in revenue as follows: Revenue from the sales of electricity, steam and natural gas are recognized on delivery or availability for delivery under take or pay contracts. Revenue from certain long-term contracts with fixed payments is recognized at the lower of (1) the megawatt hours (MWhs) made available during the period multiplied by the billable contract price per MWh and (2) an amount determined by the MWhs made available during the period multiplied by the average price per MWh over the term of the contract from the date of acquisition. Any excess of the current period contract price over the average price is recorded as deferred revenue.

        Gains and losses on non-financial derivative instruments settlements are recorded in revenues or cost of fuel, as appropriate.

Financial Instruments

        Financial assets are identified and classified as either available for sale, held for trading, held to maturity or loans and receivables. Financial liabilities are classified as either held for trading or other liabilities. Initially, all financial assets and financial liabilities are recorded on the balance sheet at fair value with subsequent measurement determined by the classification of each financial asset and liability.

        Financial assets and financial liabilities held for trading are measured at fair value with the changes in fair value reported in net income. Financial assets held to maturity, loans and receivables and financial liabilities other than those held for trading are measured at amortized cost. Available for sale financial assets are measured at fair value with changes in fair value reported in other comprehensive income until the financial asset is disposed of or becomes impaired. Investments in equity instruments classified as available for sale that do not have quoted market prices in an active market are measured at cost.

        Upon initial recognition, the Partnership may designate financial instruments as held for trading when such financial instruments have a reliably determinable fair value and where doing so eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets and liabilities or recognising gains and losses on them on a different basis. The Partnership has designated its cash and cash equivalents as held for trading. All other non-derivative financial assets not meeting the Partnership's criteria for designation as held for trading are classified as available for sale, loans and receivables or held to maturity.

        Financial assets purchased or sold, where the contract requires the asset to be delivered within an established timeframe, are recognized on a settlement date basis.

        Transaction costs on financial assets and liabilities classified as other than held for trading are capitalized and amortized over the expected life of the instrument, based on contractual cash flows, using the effective interest method (EIM). The EIM calculates the amortized cost of a financial asset or liability and allocates the interest income or expense over the term of the financial asset or liability using an effective interest rate.

Derivative Instruments and Hedging Activities

        To reduce its exposure to movements in energy commodity prices, interest rate changes and foreign currency exchange rates, the Partnership uses various risk management techniques including the use of derivative instruments. Derivative instruments may include forward contracts, fixed-for-floating

F-149

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

swaps and option contracts. Such instruments are used to establish a fixed price for an energy commodity, a cash flow denominated in a foreign currency or an interest-bearing obligation. All derivative instruments, including embedded derivatives, are recorded at fair value on the balance sheet as derivative instruments assets or derivative instruments liabilities except for embedded derivatives instruments that are clearly and closely linked to their host contract and the combined instrument is not measured at fair value. Any contract to buy or sell a commodity that was entered into and continues to be held for the purpose of the receipt or delivery of that commodity in accordance with the Partnership's expected purchase, sale or usage requirements is not treated as a derivative. All changes in the fair value of derivatives are recorded in net income unless cash flow hedge accounting is used, in which case changes in fair value of the effective portion of the derivatives are recorded in other comprehensive income.

        The Partnership uses non-financial forward delivery contracts and financial contracts-for-differences to manage the Partnership's exposure to fluctuations in natural gas prices related to obligations arising from its natural gas fired generation facilities. Under the non-financial forward delivery contracts, the Partnership agrees to purchase natural gas at a fixed price for delivery of a pre-determined quantity under a specified timeframe. Under the financial contracts-for-differences derivatives, the Partnership agrees to exchange, with creditworthy or adequately secured counterparties, the difference between the variable or indexed price and the fixed price on a notional quantity of the underlying commodity for a specified timeframe.

        Foreign exchange forward contracts are used by the Partnership to manage foreign exchange exposures, consisting mainly of U.S. dollar exposures, resulting from anticipated transactions denominated in foreign currencies.

        The Partnership may use forward interest rate or swap agreements and option agreements to manage the impact of fluctuating interest rates on existing debt.

        The Partnership may use hedge accounting when there is a high degree of correlation between the risk in the item designated as being hedged (the hedged item) and the derivative instrument designated as a hedge (the hedging instrument). The Partnership documents all relationships between hedging instruments and hedged items at the hedge's inception, including its risk management objectives and its assessment of the effectiveness of the hedging relationship on a retrospective and prospective basis. The Partnership uses cash flow hedges for certain of its anticipated transactions to reduce exposure to fluctuations in changes in natural gas prices. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative is recognized in other comprehensive income, while the ineffective portion is recognized in net income. The amounts recognized in accumulated other comprehensive income are reclassified into net income in the same period or periods in which the hedged item occurs and is recorded in net income or when the hedged item becomes probable of not occurring. The hedging relationship for the natural gas contracts, which are derivative instruments, was established after the inception of the contracts. The fair value of these contracts at the date of hedge designation is recognized in net income as the natural gas is delivered under the contracts based on the anticipated fair value of the deliveries at the inception of the hedging relationship.

        A hedging relationship is discontinued if the hedging relationship ceases to be effective, if the hedged item is an anticipated transaction and it is probable that the transaction will not occur by the end of the originally specified time period, if the Partnership terminates its designation of the hedging relationship or if either the hedged or hedging instrument ceases to exist as a result of its maturity,

F-150

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

expiry, sale, termination or cancellation and is not replaced as part of the Partnership's hedging strategy.

        If a cash flow hedging relationship is discontinued or ceases to be effective, any cumulative gains or losses arising prior to such time are deferred in accumulated other comprehensive income and recognized in net income in the same period as the hedged item, and subsequent changes in the fair value of the derivative instrument are reflected in net income. If the hedged or hedging item matures, expires, or is sold, extinguished or terminated and the hedging item is not replaced, any gains or losses associated with the hedging item that were previously recognized in other comprehensive income are recognized in net income in the same period as the corresponding gains or losses on the hedged item. When it is no longer probable that an anticipated transaction will occur within the originally determined period and the associated cash flow hedge has been discontinued, any gains or losses associated with the hedging item that were previously recognized in other comprehensive income are recognized in net income in the period.

        When the conditions for hedge accounting cannot be applied, the changes in fair value of the derivative instruments are recognized as described above. The fair value of derivative financial instruments reflects changes in the commodity market prices and foreign exchange rates. Fair value is determined based on exchange or over-the-counter price quotations by reference to bid or asking price as appropriate, in active markets. In illiquid or inactive markets, the Partnership uses appropriate valuation and price modeling techniques commonly used by market participants to estimate fair value. Fair values determined using valuation models require the use of assumptions concerning the amounts and timing of future cash flows. Fair value amounts reflect management's best estimates using external readily observable market data such as future prices, interest rate yield curves, foreign exchange rates, discount rates for time value and volatility where available. It is possible that the assumptions used in establishing fair value amounts will differ from future outcomes and the impact of such variations could be material.

Income Taxes

        Future income tax assets and liabilities are determined based on temporary differences between the tax basis of assets and liabilities and their carrying amounts for accounting purposes. Future income tax assets and liabilities are measured using the tax rate that is expected to apply when the temporary differences reverse.

        The Partnership was not subject to Canadian income taxes and accordingly those taxes which are the responsibility of individual partners have not been reflected in these consolidated financial statements. Certain subsidiaries are taxable and applicable income, withholding and other taxes have been reflected in these consolidated financial statements. However, the Partnership is subject to Canadian income taxes after 2010. As a result, the Partnership recognized future income taxes based on the estimated net taxable timing differences which are expected to reverse after 2010.

Cash and Cash Equivalents

        Cash and cash equivalents include cash or highly liquid, investment-grade, short-term investments and are recorded at fair value.

F-151

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

Inventories

        Inventories represent small parts and other consumables and fuel, the majority of which is consumed by the Partnership in provision of its goods and services, and are valued at the lower of cost and net realizable value. Cost includes the purchase price, transportation costs and other costs to bring the inventories to their present location and condition. The cost of inventory items that are interchangeable are determined on an average cost basis. For inventory items that are not interchangeable, cost is assigned using specific identification of their individual costs. Previous write downs of inventories from cost to net realizable value can be fully or partially reversed if supported by economic circumstances.

Property, Plant and Equipment

        Property, plant and equipment is recorded at cost. Power generation plant and equipment, less estimated residual value, is depreciated on a straight-line basis over estimated service lives of one to fifty years. Other equipment, which includes the costs of office furniture, tools and vehicles, is capitalized and depreciated over estimated service lives of three to fifteen years.

        Property, plant and equipment, including asset retirement costs, is periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable from estimated undiscounted future cash flows. If it is determined that the estimated net recoverable amount is less than the net carrying amount, a write-down to the asset's fair value is recognized during the period, with a charge to income.

Power Purchase Arrangements

        On acquisition of power plants with existing PPAs in place, the acquired PPAs are capitalized as an intangible asset and included within the balance sheet as PPAs. The Partnership records acquired PPAs at their fair value and amortizes them over the remaining terms of the contracts.

Power Purchase Arrangements Containing a Lease

        The Partnership has entered into PPAs to sell power at predetermined rates. PPAs are assessed as to whether they contain leases which convey to the counterparty the right to the use of the Partnership's property, plant and equipment in return for future payments. Such arrangements are classified as either capital or operating leases. PPAs that transfer substantially all of the benefits and risks of ownership of property to the PPA counterparty are classified as direct financing leases.

        Finance income related to leases or arrangements accounted for as direct financing leases is recognized in a manner that produces a constant rate of return on the net investment in the lease. The net investment is comprised of net minimum lease payments and unearned finance income. Unearned finance income is the difference between the total minimum lease payments and the carrying value of the leased property. Unearned finance income is deferred and recognized in net income over the lease term.

        Payments received under PPAs classified as direct financing leases are segmented into those for the lease and those for other elements on the basis of their relative fair value.

F-152

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

Long-term Investments

        Investments that are not controlled by the Partnership, but over which it has significant influence are accounted for using the equity method and recorded at original cost and adjusted periodically to recognize the Partnership's proportionate share of the investee's net income or losses after the date of investment, additional contributions made and dividends received. Other investments are stated at cost. When there has been a decline in value that is other than temporary, the carrying amount of an investment is reduced to its fair value.

Investment in Joint Venture

        The investment in a joint venture is accounted for using the proportionate consolidation method. Under this method, the Partnership records its proportionate share of assets, liabilities, revenue and expenses of the joint venture.

Goodwill

        Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the net assets acquired based on their fair values. Goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if events and circumstances indicate that a possible impairment may exist. To test for impairment, the fair value of the reporting unit to which the goodwill relates is compared to the carrying amount, including goodwill, of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, the fair value of the reporting unit's goodwill is compared with its carrying amount to measure the impairment loss, if any. The Partnership determines the fair value of a reporting unit using discounted cash flow techniques and estimated future cash flows.

Other Intangible Assets

        Other intangible assets consist primarily of emissions allowances and are amortized over their remaining lives.

Asset Retirement Obligations

        The Partnership recognizes asset retirement obligations for its power plants. The fair value of the liability is added to the carrying amount of the associated plant asset and depreciated accordingly. The liability is accreted at the end of each period through charges to depreciation, amortization and accretion. The Partnership has recorded these asset retirement obligations, as it is legally required to remove the facilities at the end of their useful lives and restore the plant sites to their original condition.

Foreign Currency Translation

        The Partnership's functional and presentation currency is the Canadian dollar. The Partnership indirectly owns U.S. subsidiaries which are self-sustaining foreign operations translated to Canadian dollars using the current rate method. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. The resulting translation gains and losses are deferred and included in accumulated

F-153

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

other comprehensive income until there is a reduction in the Partnership's net investment in the foreign operations. Prior to October 1, 2008, the U.S. subsidiaries were considered integrated foreign operations.

Net Income Per Unit

        Net income per unit is calculated by dividing net income by the weighted average number of units outstanding, including those held by CPC.

Note 3. Changes in Accounting Policies

Future Accounting Changes

International financial reporting standards

        The CICA has announced that Canadian reporting issuers will need to begin reporting under IFRS, including comparative figures, by the first quarter of 2011. In the fourth quarter of 2010, the Audit Committee reviewed accounting policy decisions for all standards that were in effect at the end of the year ended December 31, 2010.

Note 4. Inventories

	2010		2009		2008
Parts and other consumables	$	9.0	$	14.2	$	7.7
Fuel		10.5		10.4		15.5
	$	19.5	$	24.6	$	23.2

        Inventories expensed in cost of fuel and other plant operating expenses were $47.1 million for the year ended December 31, 2010 (December 31, 2009—$21.2 million; December 31, 2008—$40.5 million).

        No write-down of inventory or reversal of a previous write-down was recognized in the years ended December 31, 2010, 2009 or 2008. As at December 31, 2010, 2009 and 2008, no inventories were pledged as security for liabilities.

Note 5. Property, Plant and Equipment

	2010						2009
	Cost		Accumulated Depreciation		Net Book Value		Cost		Accumulated Depreciation		Net Book Value
Land	$	4.9	$	—	$	4.9	$	5.0	$	—	$	5.0
Plant and equipment		1,439.2		455.3		983.9		1,421.6		399.0		1,022.6
Other equipment		10.1		9.3		0.8		11.0		8.7		2.3
Construction in progress		4.5		—		4.5		34.8		—		34.8
	$	1,458.7	$	464.6	$	994.1	$	1,472.4	$	407.7	$	1,064.7

F-154

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Property, Plant and Equipment (Continued)

	2008
	Cost		Accumulated Depreciation		Net Book Value
Land	$	3.3	$	—	$	3.3
Plant and equipment		1,423.9		346.3		1,077.6
Other equipment		8.7		7.7		1.0
Construction in progress		24.1		—		24.1
	$	1,460.0	$	354.0	$	1,106.0

        Depreciation, amortization and accretion expense consists of:

	2010		2009			2008
Depreciation of property, plant and equipment	$	69.6	$	65.0		$	55.9
Accretion of asset retirement obligations		2.9		1.9			1.6
Amortization of PPAs		25.4		27.8			31.4
Other amortization		0.4		(1.4	)		(0.6	)
	$	98.3	$	93.3		$	88.3

Note 6. Power Purchase Arrangements

	2010						2009						2008
	Cost		Accumulated Amortization		Net Book Value		Cost		Accumulated Amortization		Net Book Value		Cost		Accumulated Amortization		Net Book Value
PPAs	$	440.9	$	150.9	$	290.0	$	462.8	$	132.4	$	330.4	$	530.0	$	121.4	$	408.6

        The PPAs are being amortized over the remaining terms of the contracts, which range from four months to seventeen years.

Note 7. Goodwill

        The changes in the carrying value of goodwill are as follows:

	2010			2009			2008
Goodwill, beginning of year	$	47.6		$	55.1		$	50.9
Foreign currency translation adjustment		(2.6	)		(7.5	)		4.2
Goodwill, end of year	$	45.0		$	47.6		$	55.1

F-155

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8. Other Assets

	2010			2009			2008
Net investment in lease	$	23.7		$	26.9		$	33.2
Other long-term receivable		17.6			—			—
Long-term investments		20.3			21.4			19.2
Receivable from Equistar		—			9.1			9.6
Other intangible assets:
Cost		1.4			1.2			2.5
Accumulated amortization		(0.2	)		(0.1	)		(0.1	)
	$	62.8		$	58.5		$	64.4

Net Investment in Lease

        The PPA under which the power generation facility located in Oxnard, California operates is considered to be a direct financing lease for accounting. The PPA expires in 2020. The current portion of the net investment in lease of $1.5 million is included in accounts receivable (2009—$1.6 million; 2008—$1.8 million). Financing income for the year ended December 31, 2010 of $2.5 million is included in revenues (2009—$2.9 million; 2008—$2.8 million).

Other Long-term Receivable

        Other long-term receivable relates to amounts recoverable over the remaining term of the Oxnard PPA for unbilled services.

Long-term Investment and Asset Impairment Charge

        The Partnership's common ownership interest in Primary Energy Recycling Holdings LLC (PERH) was accounted for on the equity basis up to August 24, 2009 and on a cost basis thereafter as a result of a recapitalization of PERH and changes to the management agreement between the Partnership, PERH, Primary Energy Recycling Corporation (PERC) and Primary Energy Operations LLC. The Partnership has converted all of its common and preferred interests in PERH to a 14.3% common equity interest in PERH in connection with a recapitalization of PERH pursuant to which all previously outstanding common and preferred interests in PERH, including those held by the Partnership and PERC, were converted to new common equity interests. No gain or loss was recorded on the conversion.

        In November 2009, the Partnership exercised its pre-emptive right to maintain its pro-rata interest (14.3%) in PERH whereby the Partnership subscribed for new common equity interests at an aggregate subscription price of $8.8 million (US$8.3 million).

        The Partnership recorded a pre-tax impairment charge of $24.1 million during the year ended December 21, 2008 to write down the investment based on its fair value.

F-156

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9. Long-term Debt

	Effective interest rate			2010		2009		2008
Senior unsecured notes, due June 2036 at 5.95%		6.12	%		210.0	$	210.0	$	210.0
Senior unsecured notes (US$190.0 million), due July 2014 at 5.90%		6.16	%		189.0		199.7		231.4
Senior unsecured notes (US$150.0 million), due August 2017 at 5.87%		6.01	%		149.2		157.6		182.7
Senior unsecured notes (US$75.0 million), due August 2019 at 5.97%		6.11	%		74.6		78.8		91.4
Secured term loan at 11.25%		11.57	%		—		1.4		2.6
Revolving credit facilities at floating rates		2.85	%		86.1		78.3		86.7
					708.9		725.8		804.8
Less: Current portion of long-term debt					—		1.4		1.3
Deferred debt issue costs					4.4		5.0		5.0
				$	704.5	$	719.4	$	798.5

Senior Unsecured Notes

        The notes are unsecured obligations of the Partnership and, subject to statutory preferred exemptions, rank equally with all other unsecured and unsubordinated indebtedness of the Partnership. Interest on the senior unsecured notes is payable semi-annually.

Revolving Credit Facilities

        The Partnership has available to it unsecured two-year credit facilities of $100.0 million, $100.0 million and $125.0 million, for a total of $325.0 million, committed to 2012 and uncommitted amounts of $20.0 million and $20.0 million (US$20.0 million). At December 31, 2010, $86.1 million was drawn against these facilities (December 31, 2009—$78.3 million; December 31, 2008—$86.7 million).

        Under the terms of the extendible facilities, the Partnership may obtain advances by way of prime loans, US base rate loans, US LIBOR loans and bankers' acceptances. Depending on the facility, amounts drawn by way of prime loans bear interest at the prevailing Canadian prime rate or the average one-month bankers' acceptance rate plus a spread based on the Partnership's credit rating. Amounts drawn by way of US LIBOR loans bear interest at the prevailing LIBOR rate plus a spread based on the Partnership's credit rating. Amounts drawn by way of bankers' acceptances bear interest at the prevailing bankers' acceptance rate plus a spread based on the Partnership's credit rating. The Partnership's revolving credit facilities may be used for general partnership purposes including working capital support.

Deferred Debt Issue Costs

        At December 31, 2010 deferred debt issue costs were $7.3 million, net of accumulated amortization of $2.9 million (December 31, 2009—deferred debt issue costs were $6.8 million, net of accumulated amortization of $1.8 million; December 31, 2008—deferred debt issue costs were $6.4 million, net of accumulated amortization of $1.4 million).

F-157

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9. Long-term Debt (Continued)

Financial Charges and Other, Net

	2010			2009			2008
Interest on long-term debt	$	39.0		$	42.6		$	40.3
Foreign exchange losses		0.3			1.0			26.2
Interest on Equistar receivable		(1.8	)		—			—
Losses from equity investment		—			3.1			6.3
Dividend income		—			(1.1	)		(1.9	)
Other		2.6			0.8			(0.2	)
	$	40.1		$	46.4		$	70.7

Note 10. Other Liabilities

	2010		2009		2008
Asset retirement obligations	$	29.3	$	28.8	$	28.6
Deferred revenue		6.5		4.5		—
Other long-term liabilities		1.3		1.5		4.7
	$	37.1	$	34.8	$	33.3

Asset Retirement Obligations

	2010			2009			2008
Asset retirement obligations, beginning of year	$	28.8		$	28.6		$	21.1
Adjustment to asset retirement obligations		(1.5	)		—			—
Assumption of Morris asset retirement obligations		—			—			5.9
Accretion of asset retirement obligations		2.9			1.9			1.6
Foreign currency translation adjustment		(0.9	)		(1.7	)		—
Asset retirement obligations, end of year	$	29.3		$	28.8		$	28.6

        At December 31, 2010, the estimated cost to settle the Partnership's asset retirement obligations was $129.4 million (2009—$146.0 million; 2008—$156.9 million) calculated using inflation rates ranging from 2.0% to 3.0% per annum (2009—2.1% to 3.0%; 2008—3.0%). The estimated cash flows were discounted at rates ranging from 6.4% to 7.5% (2009—6.4% to 7.5%; 2008—6.4%-7.5%). At December 31, 2010, the expected timing of payment for settlement of the obligations ranges from 9 to 80 years.

F-158

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11. Preferred Shares Issued by a Subsidiary Company

        In November 2009, a subsidiary of the Partnership issued 4 million 7.0% Cumulative Rate Reset Preferred Shares, Series 2 (the Series 2 Shares) priced at $25.00 per share. The Series 2 Shares pay fixed cumulative dividends of $1.75 per share per annum, as and when declared, for the initial five-year period ending December 31, 2014. The dividend rate will reset on December 31, 2014 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 4.18%. The Series 2 Shares are redeemable at $25.00 per share by the Partnership on December 31, 2014 and on December 31 every five years thereafter. The holders of the Series 2 Shares will have the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series 3 (the Series 3 Shares) of the Partnership, subject to certain conditions, on December 31, 2014 and every five years thereafter. The holders of Series 3 Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the board of directors of the Partnership, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate and 4.18%.

        A subsidiary of the Partnership has issued 5 million 4.85% Cumulative Redeemable Preferred Shares, Series 1 priced at $25.00 per share with dividends payable on a quarterly basis at the annual rate of $1.2125 per share. On or after June 30, 2012, the shares are redeemable by the subsidiary company at $26.00 per share, declining by $0.25 each year to $25.00 per share after June 30, 2016. The shares are not retractable by the holders. Under the terms of the preferred share issue, the Partnership will not make any distributions on partnership units if the declaration or payment of dividends on the preferred shares is in arrears.

        Dividends will not be paid on the preferred shares if the senior unsecured notes of the Partnership are in default.

        The Partnership paid dividends of $13.1 million in 2010 (2009—$7.2 million; 2008—$6.1 million) and incurred associated net current and future income taxes of $1.0 million (2009—$0.7 million; 2008—$0.5 million) for an after-tax preferred share dividend of $14.1 million (2009—$7.9 million; 2008—$6.6 million).

Note 12. Partners' Capital

	2010				2009
	Number of Units		Millions of Dollars		Number of Units		Millions of Dollars
Partnership capital, beginning of year		54,153,871	$	1,200.6		53,897,279	$	1,197.1
Partnership units issued pursuant to distribution reinvestment plan		1,670,657		27.0		256,592		3.5
Partnership capital, end of year		55,824,528	$	1,227.6		54,153,871	$	1,200.6

	2008
	Number of Units		Millions of Dollars
Partnership capital, beginning and end of year		53,897,279	$	1,197.1

F-159

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12. Partners' Capital (Continued)

        The Partnership is authorized to issue an unlimited number of limited partnership units. Each unit represents an equal, undivided limited partnership interest in the Partnership and entitles the holder to participate equally in distributable cash and net income. Units are not subject to future calls or assessments and entitle the holder to limited liability. Each unit is transferable, subject to the requirements referred to in the Partnership Agreement.

        In October 2009, the Partnership implemented a Premium Distribution (Premium Distribution is a trademark of Canaccord Capital Corporation) and Distribution Reinvestment Plan (the Plan) that provides eligible unitholders with two alternatives to receiving the monthly cash distributions, including the option to accumulate additional units in the Partnership by reinvesting cash distributions in additional units issued at a 5% discount to the Average Market Price of such units (as defined in the Plan) on the applicable distribution payment date. Alternatively, under the Premium Distribution^TM component of the Plan, eligible unitholders may elect to exchange these additional units for a cash payment equal to 102% of the regular cash distribution on the applicable distribution payment date.

        In 2010, the weighted average number of units outstanding was 54,968,742 (2009—53,914,046; 2008—53,897,279).

Note 13. Accumulated Other Comprehensive Income

        The components of accumulated other comprehensive income are as follows:

	2010			2009			2008
Cumulative unrealized losses on translating net assets of self-sustaining foreign operations	$	(159.3	)	$	(131.9	)	$	(66.0	)
Deferred gains on derivatives de-designated as cash flow hedges		0.4			0.9			1.3
Unrealized losses on derivative instruments designated as cash flow hedges		(50.9	)		(6.4	)		—
Total accumulated other comprehensive income	$	(209.8	)	$	(137.4	)	$	(64.7	)

Note 14. Income Taxes

Components of income tax recovery	2010			2009			2008
Current income taxes	$	0.4		$	1.3		$	1.7
Future income taxes		(9.8	)		(10.2	)		(33.1	)
	$	(9.4	)	$	(8.9	)	$	(31.4	)

F-160

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14. Income Taxes (Continued)

Reconciliation of Income Tax Recovery

	2010			2009			2008
Net income (loss) from continuing operations before income taxes and preferred share dividends	$	35.2		$	56.8		$	(91.9	)
Combined federal and provincial tax rate		29.0	%		31.0	%		31.5	%
Expected income tax expense (recovery)		10.2			17.6			(28.9	)
Amounts related to (non-taxable) non-deductible foreign exchange and other permanent differences		(9.9	)		(6.7	)		2.7
Changes in valuation allowance		(0.1	)		(4.5	)		12.7
Change due to enactment of rate changes		0.5			0.7			—
Income allocated to Partnership unitholders		(7.5	)		0.1			(15.8	)
Taxes related to prior periods		1.3			(9.9	)		—
Statutory and other rate differences		1.4			(9.6	)		6.4
Other		(5.3	)		3.4			(8.5	)
Actual income tax recovery	$	(9.4	)	$	(8.9	)	$	(31.4	)

Future Income Tax Assets and Liabilities

	2010			2009			2008
Loss carryforwards	$	87.1		$	75.4		$	53.9
Difference in accounting and tax basis of intangible assets		2.7			4.5			6.7
Asset retirement obligations		5.7			4.1			3.9
Deferred financing charges		3.5			2.4			1.8
Non-deductible accrued amounts		1.7			1.8			2.1
Unrealized losses on derivative instruments		16.0			0.8			5.1
Deferred revenue		2.9			1.7			—
Long-term receivable		—			0.8			1.0
Other		—			—			0.9
Future income tax assets	$	119.6		$	91.5		$	75.4
Difference in accounting and tax basis of plant, equipment and PPAs	$	(109.2	)	$	(114.5	)	$	(115.4	)
Unrealized foreign exchange gains		(4.9	)		(4.3	)		(1.6	)
Long-term receivable		(7.0	)		—			—
Other		(0.9	)		(2.3	)		—
Future income tax liabilities	$	(122.0	)	$	(121.1	)	$	(117.0	)
Net future income tax liabilities	$	(2.4	)	$	(29.6	)	$	(41.6	)

F-161

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14. Income Taxes (Continued)

Presented on the Balance Sheet as Follows:

	2010			2009			2008
Current assets	$	7.1		$	1.9		$	2.3
Non-current assets		41.2			35.0			16.8
Current liabilities		—			(3.8	)		—
Non-current liabilities		(50.7	)		(62.7	)		(60.7	)
	$	(2.4	)	$	(29.6	)	$	(41.6	)

Income Taxes

        The Partnership follows the liability method of accounting for income taxes, whereby income taxes are recognized on differences between the financial statement carrying values and the respective income tax basis of assets and liabilities. Future income tax assets and liabilities are measured using the substantively enacted tax rates and laws that will be effect when the temporary differences are expected to be recovered or settled. To the extent that the realization of a future tax asset is not considered 'more likely than not,' a valuation allowance is provided.

Taxation of Flow-through Entities

        Pursuant to the Income Tax Act (Canada), beginning on January 1, 2011, the Partnership will be subject to a specified investment flow-through (SIFT) distribution tax of 16.5% (15% beginning in 2012) along with a provincial tax component of 10%. The tax rates are equivalent to the substantially enacted corporate income tax rates, but apply to distributions of certain types of income. As the partnership generates cash flows from both Canada and the United States, only the cash flows generated in Canada would be subject to the SIFT tax. Cash flows generated in the United States are exempt from the SIFT tax as they are subject to United States taxation. The Partnership expects that its distributions will be treated as eligible dividends starting on January 1, 2011.

        The net future income tax liability relating to the SIFT legislation decreased $17.0 million to $45.7 million in 2010 (2009—$62.7 million; 2008—$60.7 million) due a reduction in the net taxable temporary differences which are expected to reverse subsequent to 2010. This estimate of the net future tax liability is based on the current best estimate of the accounting and tax values that exist on December 31, 2010. The Partnership and its Canadian subsidiary limited partnerships have net taxable temporary differences of $185.8 million (2009—$245.7 million, 2008—$309.1 million) of which the tax effects of $184.0 million (2009—$250.5 million, 2008—$230.5 million) are reflected in these consolidated financial statements due to the enactment of the SIFT legislation in 2007.

Taxation of Corporate Subsidiaries

        Current and future taxes have been reflected in respect of taxable income and temporary differences relating to the corporate subsidiaries of the Partnership. The Canadian corporate subsidiaries of the Partnership are subject to tax on their taxable income at a rate of approximately 29% (2009—31.0%; 2008—31.5%) whereas the U.S. corporate subsidiaries are subject to tax on their taxable income at rates varying from 34% to 41% (2009—34.0% to 41.0%; 2008—34.0%-41.0%). Future income taxes relating to the corporate subsidiaries have been reflected in these consolidated

F-162

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14. Income Taxes (Continued)

financial statements except in respect of deductible temporary differences of $4.4 million (2009—$4.4 million; 2008—$54.9 million) for which no tax benefit has been recognized.

Income Tax Loss Carry Forwards

        As at December 31, 2010, the Partnership has income tax loss carry forwards of approximately US $151.4 million (2009—US$128.9 million, 2008—US$84.8 million) in the US, which may be used to reduce future US taxable income. Of these losses, US$22.3 million (2009—US$22.3 million; 2008 US$22.3 million) expire between 2022 and 2025 with the remainder expiring thereafter and $18.1 million (2009—US$18.1 million; 2008—US$22.3 million) of the losses are restricted under Section 382 of the Internal Revenue Code. Under Section 382 of the Internal Revenue Code of 1986, as amended, the utilization of the restricted losses is limited to an annual amount of US$4.7 million.

        As at December 31, 2010, the Partnership has both non-capital losses and capital losses that are available for carry forward in Canada. For Canadian income tax purposes, there are non-capital loss carry forwards of approximately $120.7 million (2009—$96.7 million; 2008—$56.3 million), which may be used to reduce future income taxes otherwise payable and which expire in the years 2011 to 2030. There are also capital loss carry forwards of $3.5 million (2009—$3.5 million; 2008—$14.9 million) which can be carried forward indefinitely. The tax benefit on $0.3 million (2009—$0.2 million; 2008—$0.1 million) of the non-capital losses carry forwards and on $3.5 million (2009—$3.5 million; 2008—$14.9 million) of the capital loss carry forwards have been fully offset by the recognition of a valuation allowance.

Out of Period Adjustment

        During the year ended December 31, 2009, the Partnership recorded an out-of-period adjustment of $9.7 million relating to 2007 and 2008 in order to recognize net future income tax assets associated with the Partnership's interest in PERH. Management determined that the impact of the adjustment was not material, either individually or in aggregate, to any of the prior periods' financial statements and accordingly, that a restatement of previously issued financial statements was not necessary.

Note 15. Financial Instruments

Fair Values and Classification of Financial Assets and Liabilities

        The Partnership classifies its cash and cash equivalents and current and non-current derivative instruments assets and liabilities as held for trading and measures them at fair value. Accounts receivable are classified as loans and receivables and accounts payable and distributions payable are classified as other financial liabilities and are measured at amortized cost. The fair values of accounts receivable, accounts payable and distributions payable are not materially different from their carrying amounts due to their short-term nature. The investment in PERH is classified as available for sale and the net investment in lease is classified as loans and receivables. The net investment in lease and other long-term receivable relates to the Oxnard PPA, which is considered a direct financing lease for accounting purposes.

F-163

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15. Financial Instruments (Continued)

        The classification, carrying amounts and fair values of the Partnership's other financial instruments are summarized as follows:

	2010
	Carrying amount
	Loans and receivables		Other financial liabilities			Total			Total fair value
Other assets—net investment in lease and other long-term receivable	$	41.3	$	—		$	41.3		$	42.4
Long-term debt (including current portion)		—		(704.5	)		(704.5	)		(697.7	)

	2009
	Carrying amount
	Loans and receivables		Other financial liabilities			Total			Total fair value
Other assets—net investment in lease and other long-term receivable	$	26.9	$	—		$	26.9		$	27.1
Other assets—receivable from Equistar		9.1		—			9.1		$	9.1
Long-term debt (including current portion)		—		(720.8	)		(720.8	)		(667.7	)

	2008
	Carrying amount
	Loans and receivables		Other financial liabilities			Total			Total fair value
Other assets—net investment in lease and other long-term receivable	$	33.2	$	—		$	33.2		$	33.1
Other assets—receivable from Equistar		9.6		—			9.6		$	9.6
Long-term debt (including current portion)		—		(799.8	)		(799.8	)		(685.9	)

        The fair value of the Partnership's long-term debt is based on determining an appropriate yield for the Partnership's debt as at December 31, 2010, 2009 and 2008. This yield is based on an estimated credit spread for the Partnership over the yields of long-term Government of Canada and U.S. Government bonds that have similar maturities to the Partnership's debt. The estimated credit spread is based on the Partnership's indicative spread as published by independent financial institutions.

        The Partnership has used the carrying amount of its investment in PERH as its fair value as the shares are not quoted in an active market and their fair value therefore cannot be measured reliably.

        The fair value of the Partnership's net investment in the financing lease and related long-term receivables is based on the estimated interest rate implicit in a comparable lease arrangement as at December 31, 2010, 2009 and 2008.

Derivative Instruments

        Derivative instruments are held to manage financial risk related to energy procurement and treasury management. All derivative instruments, including embedded derivatives, are classified as held

F-164

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15. Financial Instruments (Continued)

for trading and are recorded at fair value on the balance sheet unless exempted from derivative treatment as a normal purchase, sale or usage. All changes in their fair value are recorded in net income.

        The derivative instruments assets and liabilities used for risk management purposes consist of the following:

	December 31, 2010
	Natural gas						Foreign exchange
	Hedges			Non-hedges			Non-hedges			Total
Derivative instruments assets:
Current	$	—		$	—		$	10.4		$	10.4
Non-current		—			—			29.7			29.7
Derivative instruments liabilities:
Current		(16.2	)		(3.0	)		(1.9	)		(21.1	)
Non-current		(76.9	)		—			(5.0	)		(81.9	)
	$	(93.1	)	$	(3.0	)	$	33.2		$	(62.9	)
Net notional amounts:
Gigajoules (GJs) (millions)		37.8			6.5
U.S. foreign exchange (U.S. dollars in millions)								309
Contract terms (years)		6.0			0.8 to 2.0			0.2 to 5.5

	December 31, 2009
	Natural gas					Foreign exchange
	Hedges			Non-hedges		Non-hedges			Total
Derivative instruments assets:
Current	$	1.0		$	2.5	$	4.3		$	7.8
Non-current		—			6.0		25.8			31.8
Derivative instruments liabilities:
Current		(2.1	)		—		(0.8	)		(2.9	)
Non-current		(32.8	)		—		(3.6	)		(36.4	)
	$	(33.9	)	$	8.5	$	25.7		$	0.3
Net notional amounts:
Gigajoules (GJs) (millions)		45.0			11.0
U.S. foreign exchange (U.S. dollars in millions)							395
Contract terms (years)		1.0 to 7.0			0.0 to 3.0		0.2 to 6.0

F-165

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15. Financial Instruments (Continued)

	December 31, 2008
	Natural gas					Foreign exchange
	Hedges		Non-hedges			Non-hedges			Total
Derivative instruments assets:
Current	$	—	$	15.5		$	7.3		$	22.8
Non-current		—		23.5			3.6			27.1
Derivative instruments liabilities:
Current		—		(1.5	)		(11.5	)		(13.0	)
Non-current		—		(0.6	)		(37.9	)		(38.5	)
	$	—	$	36.9		$	(38.5	)	$	(1.6	)
Net notional amounts:
Gigajoules (GJs) (millions)		—		69.0
U.S. foreign exchange (U.S. dollars in millions)							456.9
Contract terms (years)		—		0.1 to 8.0			0.2 to 6.0

        The fair value of derivative instruments are determined, where possible, using exchange or over-the-counter price quotations by reference to quoted bid, ask, or closing market prices, as appropriate in active markets. Where there are limited observable prices due to illiquid or inactive markets, the Partnership uses appropriate valuation and price modeling commonly used by market participants to estimate fair value. Fair value determined using valuation models requires the use of assumptions concerning the amount and timing of future cash flows. In general, fair value amounts reflect management's best estimates using external readily observable market data such as future prices, interest rate yield curves, foreign exchange rates, discount rates for time value, and volatility for all of the Partnership's financial instruments. It is possible that the assumptions used in establishing fair value amounts will differ from future outcomes and the impact of such variations could be material.

        Unrealized and realized pre-tax gains and (losses) on derivative instruments recognized in net income and other comprehensive income were:

	Income statement category	2010			2009			2008
Foreign exchange non-hedges	Revenue	$	12.4		$	59.8		$	(57.6	)
Natural gas non-hedges	Cost of fuel		(9.3	)		(52.1	)		(30.4	)
Natural gas hedges—ineffective portion	Cost of fuel		(2.2	)		(0.3	)		—
Natural gas hedges—effective portion	Other comprehensive loss		(59.1	)		(8.9	)		—

        If hedge accounting requirements are not met, unrealized and realized gains and losses on natural gas derivatives are recorded in cost of fuel. If hedge accounting requirements are met, realized gains and losses on natural gas derivatives are recorded in cost of fuel while unrealized gains and losses are recorded in other comprehensive income.

        The Partnership has elected to apply hedge accounting effective July 31, 2009, on certain derivative instruments it uses to manage commodity price risk relating to natural gas prices. For the year ended December 31, 2010, the change in the fair value of the ineffective portion of hedging derivatives required to be recognized in the income statement was $2.2 million. Of the $50.9 million of after tax losses related to derivative instruments designated as cash-flow hedges included in accumulated other

F-166

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15. Financial Instruments (Continued)

comprehensive income at December 31, 2010, losses of $8.8 million, net of income taxes of $3.2 million are expected to settle and be reclassified to net income during the year ended December 31, 2011. The Partnership's cash flow hedges extend up to 2016.

Fair Value Hierarchy

        Fair value represents the Partnership's estimate of the price at which a financial instrument could be exchanged between knowledgeable and willing parties in an orderly arm's length transaction under no compulsion to act. Fair value measurements recognized in the consolidated balance sheets are categorized into levels within a fair value hierarchy based on the nature of the valuation inputs, and precedence is given to those fair value measurements calculated using observable inputs over those using unobservable inputs. The determination of fair value requires judgment and is based on market information where available and appropriate. The following levels were established for each input:

        Level 1:    Fair value is based on quoted prices (unadjusted) in active markets for identical instruments. Financial instruments classified in Level 1 include cash and cash equivalents, including highly liquid short term investments.

        Level 2:    Fair value is based on other than unadjusted quoted prices included in Level 1, which are either directly or indirectly observable at the reporting date. Level 2 includes those financial instruments that are valued using commonly used valuation techniques, such as the discounted cash flow model or black-scholes option pricing models. Valuation models use inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active but observable, and other observable inputs that are principally derived from or corroborated by observable market data for substantially the full term of the instrument. Financial instruments classified in Level 2 includes commodity, foreign exchange, and interest rate derivatives whose values are determined based on broker quotes, observable trading activity for similar, but not identical instruments, and prices published on information platforms and exchanges.

        Level 3:    Fair value is based unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the instrument. Level 3 includes financial instruments that are also valued using commonly used valuation techniques described in Level 2, however some inputs used in the models may not be based on observable market data and therefore based on the Partnership's best estimate from the perspective of a market participant. There are no financial instruments classified in Level 3 at the reporting date.

        The fair value measurement of a financial instrument is included in only one of the three levels, the determination of which is based upon the lowest level input that is significant to the derivation of the fair value. The Partnership's assessment of the significance of a particular input to the fair value measurement requires judgment thereby affecting the placement within the fair value hierarchy levels. The following table presents the Partnership's financial instruments measured at fair value on a

F-167

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15. Financial Instruments (Continued)

recurring basis in the consolidated balance sheets, classified using the fair value hierarchy described above:

	Level 1		Level 2			Level 3		Total
Financial assets:
Cash	$	27.5	$	—		$	—	$	27.5
Derivative instrument assets:
Foreign exchange non-hedges		—		40.1			—		40.1
Derivative instrument liabilities:
Natural gas hedges		—		(93.1	)		—		(93.1	)
Natural gas non-hedges		—		(3.0	)		—		(3.0	)
Foreign exchange non-hedges		—		(6.9	)		—		(6.9	)

        There were no significant transfers between Level 1 and 2 for the period ended December 31, 2010.

Note 16. Changes in Non-cash Working Capital

	2010			2009			2008
Accounts receivable	$	8.4		$	8.5		$	10.5
Inventories		(14.7	)		(1.2	)		(4.7	)
Accounts payable		(1.1	)		(16.7	)		8.9
Other		0.1			1.1			(1.4	)
	$	(7.3	)	$	(8.3	)	$	13.3

Note 17. Risk Management

Risk Management Overview

        The Partnership is exposed to a number of different financial risks arising from natural business exposures as well as its use of financial instruments which include market, interest, credit and liquidity risks. The Partnership's overall risk management process is designed to identify, manage and mitigate business risk which includes financial risk, among others. Financial risk is managed according to objectives, targets and policies set forth by the Board of Directors. Risk management strategies, policies and limits are designed to ensure the risk exposures are managed within the Partnership's business objectives and risk tolerance. The Partnership's risk management objective is to protect and minimize volatility in cash provided by operating activities and distributions therefrom.

Market Risk

        Market risk is the risk of loss that results from changes in market factors such as commodity prices, foreign currency exchange rates, interest rates and equity prices. The level of market risk to which the Partnership is exposed at any point in time varies depending on market conditions, expectations of future price or market rate movements and composition of the Partnership's financial assets and liabilities held, non-trading physical assets and contract portfolios. Commodity price risk management and the associated credit risk management are carried out in accordance with Partnership's financial risk management policies, as approved by the Board of Directors.

F-168

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 17. Risk Management (Continued)

        To manage the exposure related to changes in market risk, the Partnership uses various risk management techniques including the use of derivative instruments. Derivative instruments may include financial and physical forward contracts. Such instruments may be used to establish a fixed price for an energy commodity, an interest-bearing obligation or an obligation denominated in a foreign currency. Market risk exposures are monitored regularly against approved risk limits and control processes are in place to monitor that only authorized activities are undertaken.

        The sensitivities provided in each of the following risk discussions disclose the effect of reasonably possible changes in relevant prices and rates on net income at the reporting date. The sensitivities are hypothetical and should not be considered to be predictive of future performance or indicative of earnings on these contracts. The Partnership's actual exposure to market risks is constantly changing as the Partnership's portfolio of debt, foreign currency and commodity contracts change. Changes in fair value based on market variable fluctuations cannot be extrapolated as the relationship between the change in the market variable and the change in fair value may not be linear. In addition, the effect of a change in a particular market variable on fair values or cash flows is calculated without considering interrelationships between the various market rates or mitigating actions that would be taken by the Partnership.

Commodity price risk

        The Partnership is exposed to commodity price risk as part of its normal business operations, particularly in relation to the prices of electricity, natural gas and coal. The Partnership actively manages commodity price risk by optimizing its asset and contract portfolios in the following manner:

•

The Partnership commits substantially all of its power supply to long-term fixed price PPAs which limits the exposure to electricity prices;

•

The Partnership purchases natural gas under long-term fixed price supply contracts to reduce the exposure to natural gas prices on certain of its natural gas fired generation plants; and

•

The Partnership has entered into certain PPAs whereby the counterparty bears the variable costs linked to the price of natural gas or coal.

        The following represents the sensitivity of net income to derivative instruments that are accounted for on a fair value basis. As at December 31, 2010, with all other variables unchanged, a $1.00/GJ increase (decrease) of the natural gas price is estimated to increase (decrease) net income by approximately $4 million after tax and other comprehensive income by approximately $24 million after tax. This assumption is based on the volumes or position held at December 31, 2010.

Foreign exchange risk

        The Partnership is exposed to foreign exchange risk on its net investment in self-sustaining foreign operations. The risk is that the Canadian dollar value of the U.S. dollar net investment in self-sustaining foreign operations will vary as a result of the movements in exchange rates.

        The Partnership's foreign exchange management policy is to manage economic and material transactional exposures arising from movements in the Canadian dollar against the U.S. dollar. The Partnership's foreign currency exposure arises from anticipated U.S. dollar denominated cash flows from its U.S. operations and from debt service obligations on U.S. dollar borrowings. The Partnership

F-169

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 17. Risk Management (Continued)

coordinates and manages foreign currency risk through the General Partner's central Treasury function. Foreign exchange risk is managed by considering naturally occurring opposite movements wherever possible and then managing any material residual foreign currency exchange risks according to the policies approved by the Board of Directors.

        The Partnership primarily uses foreign currency forward contracts to fix the Canadian currency equivalent of its U.S. currency expected cash flows thereby reducing its anticipated U.S. denominated transactional exposure. The Partnership's foreign currency risk management practice is to ensure a majority of the net currency exposure on anticipated transactions within 7 years are economically hedged. At December 31, 2010, US$308.9 million of future anticipated net cash flows from its U.S. plants were economically hedged for 2011 to 2016 at a weighted average rate of $1.13 per US $1.00.

        At December 31, 2010, holding all other variables constant, a $0.10 strengthening (weakening) of the Canadian dollar against the U.S. dollar would increase (decrease) net income by approximately $19 million after tax as a result of changes in the fair value of foreign exchange contracts.

        This sensitivity analysis excludes translation risk associated with the application of the current rate and temporal translation methods, financial instruments that are non-monetary items, and financial instruments denominated in the functional currency in which they are transacted and measured.

Interest rate risk

        The Partnership is exposed to changes in interest rates on its cash and cash equivalents and floating rate short-term and long-term obligations. The Partnership is exposed to interest rate risk from the possibility that changes in the interest rates will affect future cash flows or the fair values of its financial instruments. In some circumstances, floating rate funding may be used for short-term borrowings and other liquidity requirements. At December 31, 2010 the Partnership held $86.1 million in floating rate debt (December 31, 2009—$78.3 million; December 31, 2008 $86.7 million). The Partnership may also use derivative instruments to manage interest rate risk. At December 31, 2010, 2009 and 2008 the Partnership did not hold any interest rate derivative instruments.

        Holding all other variables constant and assuming that the amount and mix of floating rate debt remains unchanged from that held at December 31, 2010, a 100 basis point change to interest rates would have a $0.9 million impact on net income and would have no impact on other comprehensive income.

Credit Risk

        The electricity and steam generated at the Partnership's facilities are sold under long-term contracts to 23 customers. Customers accounting for 10% or more of the Partnership's revenue in 2010 were as follows:

	2010			2009			2008
Ontario Electricity Financial Corporation		26	%		23	%		26	%
San Diego Gas & Electric Company		11	%		10	%		18	%
British Columbia Hydro and Power Authority		11	%		10	%		11	%

F-170

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 17. Risk Management (Continued)

        The Partnership has exposure to credit risk associated with counterparty default under the Partnership's PPAs, fuel supply agreements and foreign currency hedges. In the event of a default by a counterparty, existing PPAs may not be replaceable on similar terms as pricing in many of these agreements is favourable relative to their current markets. Credit risk is associated with the ability of counterparties to satisfy their contractual obligations to the Partnership, including payment and performance. Credit risk is managed by making appropriate credit assessments of counterparties on an ongoing basis, dealing primarily with creditworthy counterparties, diversifying the risk by using several counterparties and where appropriate and contractually allowed, requiring the counterparty to provide appropriate security.

Maximum credit risk exposure

        The Partnership has the following financial assets that are exposed to credit risk:

	2010
	Canada		U.S.		Total
Trade receivables	$	21.1	$	31.4	$	52.5
Other assets—net investment in lease and other long-term receivable		—		41.3		41.3
Derivative instruments—current assets		10.4		—		10.4
Derivative instruments—non-current assets		29.7		—		29.7
	$	61.2	$	72.7	$	133.9

        The maximum credit exposure of these assets is their carrying amount. No amounts were held as collateral at December 31, 2010.

Accounts receivable

        Accounts receivable consist primarily of amounts due from customers including industrial and commercial customers, government-owned or sponsored entities, regulated public utility distributors and other counterparties. The Partnership historically has not experienced credit losses and accordingly has not provided for an allowance for doubtful accounts. The Partnership evaluates the need for an allowance for potential credit losses by reviewing any overdue accounts and monitoring changes in the credit profiles of counterparties. The Partnership manages its credit risk exposures by dealing with creditworthy counterparties and, where appropriate and contractually allowed, taking back appropriate security from the counterparty. The Partnership determines the creditworthiness of counterparties using its own assessments and credit ratings by Standard and Poor's (S&P) and DBRS Limited (DBRS) if available.

        No material accounts receivable were past due and there was no provision for credit losses associated with these receivables and financial derivative instruments as all balances are considered to be fully recoverable. Accounts receivable are mostly from counterparties with an investment grade rating assigned by S&P.

F-171

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 17. Risk Management (Continued)

Liquidity Risk

        Liquidity risk is the risk that the Partnership will not be able to meet its financial obligations as they come due. The Partnership's liquidity is managed centrally through the General Partner's Treasury function. The Partnership manages liquidity through regular monitoring of cash and currency requirements by preparing short-term and long-term cash flow forecasts and matching the maturity profiles of financial assets and liabilities to identify financing requirements. The financing requirements are addressed through a combination of committed and demand revolving credit facilities and access to capital markets.

        As at December 31, 2010, the Partnership had available bank credit facilities of $238.8 million committed to 2012 as discussed in Note 11—Long-term debt. In addition, the Partnership has a Canadian shelf prospectus under which it may raise up to $600.0 million in partnership units or debt securities. The Canadian shelf prospectus expires in August 2012.

        The Partnership has a long-term debt rating of BBB/stable and BBB(high)/under review (negative), assigned by S&P and DBRS respectively.

        The following are the undiscounted cash flow requirements and contractual maturities of the Partnership's financial liabilities, including interest payments as at December 31, 2010:

	Within 1 year		Between 1 & 2 years		Between 2 & 3 years		Between 3 & 4 years		Between 4 & 5 years		Beyond 5 years		Total
Non-derivative financial liabilities:
Long-term debt(1)	$	—	$	86.1	$	—	$	189.0	$	—	$	433.8	$	708.9
Interest payments on long-term debt		39.5		39.1		36.9		32.2		25.7		291.5		464.9
Accounts payable and accrued liabilities(2)		36.5		—		—		—		—		—		36.5
Distributions payable		8.2		—		—		—		—		—		8.2
Derivative financial liabilities:
Net forward exchange contracts	$	1.9	$	2.2	$	1.4	$	0.9	$	0.9	$	—	$	7.3
Total	$	86.1	$	127.4	$	38.3	$	222.1	$	26.6	$	725.3	$	1,225.8

(1)

Excluding deferred debt issue costs of $4.4 million.

(2)

Excluding interest on long-term debt of $10.5 million and non-cash accruals of $5.9 million.

Note 18. Capital Management

        The Partnership's primary objectives when managing capital are to safeguard the Partnership's ability to continue as a going concern, provide stable distributions to unitholders, to maintain an investment grade credit rating and to facilitate the acquisition or development of power projects in Canada and the U.S. consistent with the growth strategy of the Partnership. The Partnership's objective of maintaining an investment grade credit rating is subject to change in order to manage the Partnership's growth strategy with changing economic circumstances. The Partnership manages its capital structure in a manner consistent with the risk characteristics of the underlying assets. This

F-172

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 18. Capital Management (Continued)

overall objective and policy for managing capital remained unchanged in 2010 from the prior comparative period.

        The Partnership considers its capital structure to consist of long-term debt, preferred shares and partners' equity. The following table represents the total capital of the Partnership:

	2010		2009		2008
Long-term debt (including current portion)	$	704.5	$	720.8	$	799.8
Preferred shares		219.7		219.7		122.0
Partners' equity		407.7		519.5		632.3
Total capital	$	1,331.9	$	1,460.0	$	1,554.1

        The Partnership's credit and stability ratings are presented in the following table:

	2010	2009	2008
Credit rating
S&P	BBB (stable)	BBB+/negative outlook	BBB+
DBRS	BBB(high)/under review (negative)	BBB(high)/negative trend	BBB(high)
Stability rating
S&P	Not Rated	SR-2	SR-2
DBRS	STA-2 (low)	STA-2	STA-2

        The Partnership has the following externally imposed requirements on its capital:

•

The Partnership must maintain a debt to total capitalization ratio, as defined in the debt agreements, of not more than 65%; and

•

In the event the Partnership is assigned both a rating of less than BBB+ by S&P and a rating of less than BBB(high) by DBRS, the Partnership also would be required to maintain a ratio of earnings before interest, income taxes, depreciation and amortization to interest expense of not less than 2.5 to 1.

        At December 31, 2010, the Partnership's debt to capitalization ratio was 53% (December 31, 2009—49%; December 31, 2008—51%) and ratings of BBB/stable and BBB(high)/under review (negative) were assigned by S&P and DBRS respectively (December 31, 2009—BBB+/negative outlook and BBB(high)/negative trend; December 31, 2008—BBB+ and BBB(high)).

        In order to manage its capital structure, the Partnership may adjust the amount of distributions paid to unitholders, issue or redeem preferred shares, issue or repay debt or issue or buy back partnership units.

F-173

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19. Related Party Transactions

        In operating the Partnership's 20 power plants, the Partnership and CPC (and prior to July 1, 2009, EPCOR) engage in a number of related party transactions which are in the normal course of business. These transactions are based on contracts and many of the fees are escalated by inflation. The table below summarizes the amounts included in the calculation of net income for the years ended December 31, 2010, 2009 & 2008.

	2010		2009		2008
Transactions with CPC(1)
Revenue—Frederickson duct firing capacity fees	$	0.1	$	0.1	$	0.1
Cost of fuel—Greeley natural gas swap contract		1.5		2.6		0.3
Operating and maintenance expense		47.5		50.5		45.1
Management and administration
Base fee		0.9		1.1		1.4
Incentive fee		—		—		2.3
Enhancement fee		0.1		0.2		2.4
General and administrative costs		8.4		8.0		5.9
		9.4		9.3		12.0
Transactions of discontinued operations
Cost of fuel—gas demand charge		—		1.1		2.2
Operating and maintenance expense		—		1.4		2.9
Acquisition and divestiture fees		—		0.2		1.9
Distributions		29.1		32.2		41.6

(1)

Prior to July 1, 2009, EPCOR.

Greeley Natural Gas Swap Contract

        The Partnership has entered into a three year natural gas swap contract with CPC to cover most of the anticipated natural gas supply for Greeley.

Operating and Maintenance

        CPC is entitled to receive a fee for services related to the operation and maintenance of the power plants under the Management and Operations Agreements. The annual fees are payable on an equal monthly basis. The annual fees for the Canadian plants and two U.S. plants are annually adjusted for inflation. The annual fees for the other U.S. plants are determined using a cost recovery basis.

Base and Incentive Fee

        CPC is entitled to a base fee and an incentive fee under the Management and Operations Agreements in each fiscal year of the Partnership. The base fee is equal to 1% of the Partnership's annual cash distributions. The incentive fee is equal to 10% of annual distributable cash flow greater than $2.40 per unit. Annual distributable cash flow is defined as cash flow from operating activities before changes in non-cash operating working capital plus dividends from PERH less scheduled debt repayments and maintenance capital.

F-174

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19. Related Party Transactions (Continued)

Enhancement Fee

        CPC can curtail operations of the Ontario power plants and re-sell contracted natural gas at market prices, rather than produce off-peak power at lower rates. CPC is entitled to receive an enhancement fee equivalent to 35% of the incremental profit.

General and Administrative Costs

        CPC is entitled to a fee related to the salaries and wages for management and administration employees for the U.S. plants. The fee is payable monthly on a cost recovery basis. CPC is also entitled to receive a fee for Canadian support staff costs for public entity services required per the Management and Operations Agreements. The annual fee is payable on an equal monthly basis and is adjusted annually for changes in salary costs.

Acquisition and Divestiture Fees

        CPC is entitled to acquisition and divestiture fees under the Transaction Fees and Costs Agreements. The fee is based on the transaction value of the acquisition or disposition.

Distributions

        During the year ended December 31, 2010, the Partnership made cash distributions to CPC in the amount proportionate to its ownership interest. At December 31, 2010, CPC owned 29.6% of the Partnership's units (30.5% at December 31, 2009; at December 31, 2008 EPCOR owned 30.6% of the Partnership's units).

Note 20. Joint Venture

        A financial summary of the Partnership's investments in the Frederickson joint venture is as follows:

	2010			2009			2008
Current assets	$	1.8		$	4.9		$	2.3
Long-term assets		109.5			120.3			145.3
Current liabilities		0.7			0.4			1.0
Long term liabilities		0.5			0.5			0.5
Revenues		21.3			23.3			23.0
Expenses		12.9			15.5			21.9
Net income		8.4			7.8			1.1
Cash provided by operating activities		13.2			13.3			8.1
Cash used in investing activities		—			—			—
Cash used in financing activities		(16.4	)		(10.2	)		(8.4	)

Note 21. Operating Leases

        From the point of view of a lessor, the terms of the Manchief, Mamquam, Moresby Lake, Greeley and Kenilworth PPAs (2009 and 2008—Manchief, Mamquam, Moresby Lake, Greeley, Kenilworth, Southport and Roxboro PPAs) are operating leases. At December 31, 2010, the carrying amounts of the

F-175

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 21. Operating Leases (Continued)

property, plant and equipment of these facilities was $247.7 million less accumulated depreciation of $46.7 million (2009—$359.7 million and $47.6 million respectively; 2008—$317.6 million and $39.6 million respectively). The Partnership's revenues for the year ended December 31, 2010 include $74.9 million with respect to the PPAs for these plants (2009—$116.2 million; 2008—$141.8 million).

Note 22. Segment Disclosures

        The Partnership operates in one reportable business segment involved in the operation of independent power generation plants within British Columbia, Ontario and in the U.S. in California, Colorado, Illinois, New Jersey, New York, North Carolina and Washington State.

Geographic Information

	2010						2009						2008
	Canada		U.S.		Total		Canada		U.S.		Total		Canada		U.S.		Total
Revenue	$	217.6	$	314.8	$	532.4	$	263.8	$	322.7	$	586.5	$	159.2	$	340.1	$	499.3

	As at December 31, 2010						As at December 31, 2009						As at December 31, 2008
	Canada		U.S.		Total		Canada		U.S.		Total		Canada		U.S.		Total
Assets
PP&E	$	502.2	$	491.9	$	994.1	$	534.5	$	530.2	$	1,064.7	$	559.3	$	546.7	$	1,106.0
PPAs		33.6		256.4		290.0		36.6		293.8		330.4		39.7		368.9		408.6
Goodwill		—		45.0		45.0		—		47.6		47.6		—		55.1		55.1
Other assets		—		62.8		62.8		—		58.5		58.5		—		64.4		64.4
	$	535.8	$	856.1	$	1,391.9	$	571.1	$	930.1	$	1,501.2	$	599.0	$	1,035.1	$	1,634.1

Note 23. Commitments

        As of December 31, 2010 the Partnership's future purchase obligations were estimated as follows, based on existing contract terms and estimated inflation.

	2011		2012		2013		2014		2015		Later years		Total payments
Natural gas purchase contracts	$	51.9	$	53.7	$	43.9	$	47.2	$	50.7	$	53.6	$	301.0
Natural gas transportation contracts		12.9		10.4		10.6		10.2		7.6		15.6		67.3
Operating and maintenance contracts		27.5		28.1		28.6		29.2		29.8		46.0		189.2

        The North Bay, Kapuskasing and Nipigon plants operate under fixed long-term natural gas supply contracts and natural gas transportation contracts with built-in annual escalators. Expiry dates for the contracts vary with an average remaining contract life of six years as at December 31, 2010. The remaining fuel requirements, which account for approximately 2% of the power plants' fuel costs, are purchased at current market prices. Morris operates under a long-term natural gas transportation contract expiring in 2013.

        The operating and maintenance contracts with the Manager are based on fixed fees escalated annually by inflation and have expiry terms of June 30, 2017.

F-176

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 24. Morris Acquistion

        On October 31, 2008, the Partnership acquired 100% of the equity interest in Morris Cogeneration LLC (Morris), a combined heat and power facility in Illinois. The total purchase price was $90.7 million including $88.4 million (US$73.4 million) in cash plus acquisition costs of approximately $2.3 million.

        The financial results of Morris are included in the Partnership's consolidated statements of income and loss from the date of acquisition. The purchase price for the acquisition of Morris was allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows:

Current assets excluding cash and derivative instruments assets	$	9.9
Derivative instruments assets—current		0.7
Derivative instruments assets—long term		2.9
Property, plant and equipment		87.2
Power purchase arrangements		2.1
Other assets		1.5
Current liabilities		(6.6	)
Asset retirement obligations		(5.9	)
Contract liabilities		(1.1	)
Fair value of net assets acquired	$	90.7
Consideration
Cash	$	88.4
Acquisition costs		2.3
	$	90.7

Note 25. Discontinued Operations

        The Partnership completed the sale of its Castleton facility (Castleton) on May 26, 2009. The disposition of Castleton resulted in proceeds of $11.9 million (US$10.7 million) less transaction costs of

F-177

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 25. Discontinued Operations (Continued)

$0.2 million (US$0.2 million) and a pre-tax accounting gain of $2.4 million. Revenues and expenses of Castleton were as follows:

	2009			2008
	(millions of dollars)
Revenues	$	2.1		$	12.9
Expenses
Cost of fuel		2.1			6.5
Operating and maintenance expense		2.1			4.4
Depreciation and amortization		—			3.7
Foreign exchange gains		—			(0.2	)
Loss from operations		(2.1	)		(1.5	)
Gain on sale of Castleton		2.4			—
Income (loss) before income tax		0.3			(1.5	)
Income tax expense (recovery)		0.5			(0.8	)
Loss from discontinued operations	$	(0.2	)	$	(0.7	)

        The carrying amounts of the assets and liabilities of the discontinued operations at December 31, 2009 and December 31, 2008 were as follows:

	2009		2008
Assets of the discontinued operations
Accounts receivable	$	—	$	0.7
Inventories		—		1.0
Prepaids and other		—		0.6
Current assets of the discontinued operations		—		2.3
Property, plant and equipment		—		11.2
Future income taxes		—		0.8
Long-term assets of the discontinued operations		—		12.0
Total assets of the discontinued operations	$	—	$	14.3
Liabilities of the discontinued operations
Accounts payable	$	—	$	1.2
Asset retirement obligations		—		2.1
Future income taxes		—		2.1
Long-term liabilities of the discontinued operations		—		4.2
Total liabilities of the discontinued operations	$	—	$	5.4

Note 26. Comparative Figures

        Certain comparative figures have been reclassified to conform to the current year's presentation. The Partnership made an immaterial adjustment to the 2009 financial statements to reflect the

F-178

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 26. Comparative Figures (Continued)

reclassification of $5.2 million of costs from property, plant and equipment to inventory and to correspondingly decrease cash flow from operating activities and decrease cash flow used in investing activities. There was no impact to net earnings resulting from this adjustment.

Note 27. Canadian and U.S. Accounting Policy Differences

        The consolidated financial statements of the Partnership have been prepared in accordance with Canadian GAAP which differs in some respects from U.S. GAAP. Differences in accounting principles as they pertain to the consolidated financial statements are immaterial except as described below.

        The application of U.S. GAAP would have the following effect on income and comprehensive loss as reported for the years ended December 31, 2010 and 2009:

	2010			2009
Net income in accordance with Canadian GAAP	$	30.5		$	57.6
Preferred share dividends		14.1			7.9
Change in effective portion of hedging derivatives(a)		3.9			(2.1	)
Net income in accordance with U.S. GAAP		48.5			63.4
Attributable to:
Equity holders of the Partnership		34.4			55.5
Preferred share dividends of a subsidiary company		14.1			7.9
	$	48.5		$	63.4
Other comprehensive loss in accordance with Canadian GAAP	$	(72.4	)	$	(72.7	)
Change in effective portion of hedging derivatives(a)		(3.9	)		2.1
Other comprehensive loss in accordance with U.S. GAAP	$	(76.3	)	$	(70.6	)
Attributable to:
Equity holders of the Partnership		(90.4	)		(78.5	)
Preferred share dividends of a subsidiary company		14.1			7.9
	$	(76.3	)	$	(70.6	)
Net income per unit in accordance with U.S. GAAP—basic and diluted	$	0.63		$	1.03

(a)

Accounting standards under U.S. GAAP requires the measurement of hedge effectiveness incorporate the credit risk of the Partnership or its counterparty. Canadian GAAP does not have a similar requirement which results in changes in the effective portion of the hedging derivatives.

F-179

CAPITAL POWER INCOME L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 27. Canadian and U.S. Accounting Policy Differences (Continued)

        The application of U.S. GAAP would have the following effect on the consolidated balance sheets as reported at December 31, 2010 and 2009:

	2010				2009
	Canadian GAAP		U.S. GAAP		Canadian GAAP		U.S. GAAP
Current assets	$	121.0	$	121.0	$	100.1	$	100.1
Long-term assets(b)		1,462.8		1,467.2		1,568.0		1,573.0
Current liabilities		82.2		82.2		75.6		75.6
Long term liabilities(b)		874.2		878.6		853.3		858.3
Partners' equity and preferred shares(c)		627.4		627.4		739.2		739.2

(b)

Under Canadian GAAP, deferred financing fees are presented in the consolidated balance sheet as a reduction of the debt balance, while under U.S. GAAP, deferred financing fees are presented as other assets.

(c)

Under Canadian GAAP, the preferred shares issued by a subsidiary company are classified between liabilities and equity, while under U.S. GAAP, they are classified in equity attributed to non-controlling interests.

        U.S. GAAP requires the Partnership's investment in a joint venture to be accounted for using the equity method. However, under an accommodation of the Securities and Exchange Commission, accounting for joint ventures needs not be reconciled from Canadian to U.S. GAAP. The different accounting treatment affects only display and classification and not earnings or partners' equity.

        Under U.S. GAAP, no sub-total would be provided in the operating section of the consolidated statement of cash flows. As well, under U.S. GAAP, reconciliation in the consolidated statement of cash flows would commence with net income instead of income of continuing operation. However, there are no differences in the total operating, investing and financing cash flows.

Note 28. Subsequent Event

        On June 20, 2011, the Partnership and Atlantic Power Corporation (Atlantic Power) jointly announced that they have entered into an arrangement agreement to which Atlantic Power would acquire, directly and indirectly, all of the outstanding limited partnership units of the Partnership for $19.40 per limited partnership unit, payable in cash or shares of Atlantic Power (the "Transaction"). The Transaction is expected to be completed in the fourth quarter of 2011, subject to customary approvals including unitholder and shareholder approvals

        In connection with Atlantic Power's acquisition of the Partnership, the Partnership will sell Roxboro and Southport to an affiliate of CPC. The Transaction values the Southport and Roxboro at approximately $121 million. This Transaction will have the effect of reducing the number of Partnership units outstanding by approximately 6.2 million units.

        Additionally, in connection with the Transaction, the management agreement between CPC and the Partnership will be terminated (or assigned to Atlantic Power). Atlantic Power will assume the management of the Partnership.

F-180

Capital Power Income L.P.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS)

	Three months ended September 30						Nine months ended September 30
(unaudited)	2011			2010			2011			2010
(In millions of Canadian dollars except units and per unit amounts)
Revenues	$	116.2		$	140.7		$	377.7		$	382.2
Cost of fuel		58.0			57.8			167.5			174.7
Operating and maintenance expense		26.3			24.9			78.7			71.7
		31.9			58.0			131.5			135.8
Other costs (income)
Depreciation		20.9			26.2			66.4			74.1
Impairments		—			46.8			—			46.8
Administrative and other expenses		6.8			5.3			20.6			10.9
Finance costs (Note 4)		10.8			11.2			32.3			32.6
Finance income		—			—			—			(1.8	)
Income (loss) before income tax		(6.6	)		(31.5	)		12.2			(26.8	)
Income tax recovery		(3.1	)		(8.1	)		(1.9	)		(19.0	)
Net income (loss)	$	(3.5	)	$	(23.4	)	$	14.1		$	(7.8	)
Attributable to:
Equity holders of the Partnership		(7.0	)		(26.8	)		3.5			(18.4	)
Preferred share dividends of a subsidiary company		3.5			3.4			10.6			10.6
	$	(3.5	)	$	(23.4	)	$	14.1		$	(7.8	)
Income (loss) per unit attributable to the equity holders of the Partnership (basic and diluted)	$	(0.12	)	$	(0.49	)	$	0.06		$	(0.34	)
Weighted average units outstanding (millions)		56.6			55.2			56.3			54.8

See accompanying notes to the condensed interim consolidated financial statements.

F-181

Capital Power Income L.P.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three months ended September 30						Nine months ended September 30
(unaudited)	2011			2010			2011			2010
(In millions of Canadian dollars)
Income (loss) for the period	$	(3.5	)	$	(23.4	)	$	14.1		$	(7.8	)
Other comprehensive income (loss), net of income tax
Cash flow hedges:
Amortization of deferred gains on derivative instruments de-designated as cash flow hedges to income(1)		(0.1	)		(0.1	)		(0.3	)		(0.3	)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges(2)		1.8			(24.3	)		1.6			(49.1	)
Ineffective portion of cash flow hedges reclassified to income for the period(3)		0.2			—			1.5			0.8
Net investment in foreign operations:
Gain (loss) on translating investment in foreign operations(4)		41.0			(18.6	)		26.8			(11.6	)
Available for sale financial asset:
Net change in fair value of investment(5)		(3.7	)		2.3			(2.8	)		4.4
		39.2			(40.7	)		26.8			(55.8	)
Total comprehensive income (loss) for the period:	$	35.7		$	(64.1	)	$	40.9		$	(63.6	)
Attributable to:
Equity holders of the Partnership	$	32.2		$	(67.5	)	$	30.3		$	(74.2	)
Preferred share dividends of a subsidiary company		3.5			3.4			10.6			10.6

(1)

Net of income tax expense of $nil and $nil (2010—$nil and $nil) for the three and nine months ended September 30, 2011.

(2)

Net of income tax expense of $0.6 million and $0.4 million (2010—income tax recovery of $8.7 million and $14.9 million) for the three and nine months ended September 30, 2011.

(3)

Net of income tax expense of $0.1 million and $0.5 million (2010—$nil and $nil) for the three and nine months ended September 30, 2011.

(4)

Includes income tax recovery of $2.4 million and $1.5 million (2010—income tax expense of $1.0 million and $0.6 million) for the three and nine months ended September 30, 2011.

(5)

Net of income tax recovery of $1.9 million and $1.4 million (2010—$1.2 million and $1.8 million) for the three and nine months ended September 30, 2011.

See accompanying notes to the condensed interim consolidated financial statements.

F-182

Capital Power Income L.P.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(unaudited)	September 30, 2011			December 31, 2010
(In millions of Canadian dollars)
ASSETS
Current assets
Cash and cash equivalents	$	19.0		$	27.5
Trade and other receivables		53.3			52.5
Inventories		12.6			19.5
Prepaids and other		6.9			4.0
Derivative assets (Note 3)		3.0			10.4
Assets classified as held for sale (Note 2)		143.4			—
Total current assets		238.2			113.9
Non-current assets
Derivative assets (Note 3)		12.3			29.7
Other financial assets		67.9			72.5
Deferred tax asset		25.2			38.4
Intangible assets		284.8			290.1
Property, plant and equipment		872.9			958.5
Goodwill		24.8			43.8
Total non-current assets		1,287.9			1,433.0
Total assets	$	1,526.1		$	1,546.9
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Trade and other payables	$	53.1		$	61.5
Derivative liabilities (Note 3)		22.0			21.1
Liabilities classified as held for sale (Note 2)		22.1			—
Total current liabilities		97.2			82.6
Non-current liabilities
Derivative liabilities (Note 3)		70.3			81.9
Loans and borrowings		721.1			704.5
Deferred tax liabilities		10.1			30.1
Decommissioning provision		56.1			50.1
Other liabilities		11.7			7.8
Total non-current liabilities		869.3			874.4
Total liabilities		966.5			957.0
Equity attributable to equity holders of the Partnership
Partners' capital		1,241.6			1,227.6
Deficit		(853.8	)		(782.9	)
Accumulated other comprehensive loss		(48.3	)		(75.1	)
		339.5			369.6
Preferred shares issued by a subsidiary company		220.1			220.3
Total equity		559.6			589.9
Contingencies (Note 6)
Total liabilities and equity	$	1,526.1		$	1,546.9

See accompanying notes to the condensed interim consolidated financial statements.

F-183

Capital Power Income L.P.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY

(unaudited) (in millions of Canadian dollars)	Partnership capital		Cumulative translation account*			Available for sale financial assets*			Cash flow hedges*			Deficit			Equity attributable to the Partnership			Non- controlling interests**			Total
Equity as at January 1, 2011	$	1,227.6	$	(29.6	)	$	6.8		$	(52.3	)	$	(782.9	)	$	369.6		$	220.3		$	589.9
Net income (loss) for the period		—		—			—			—			3.5			3.5			10.6			14.1
Other comprehensive income (loss):
Amortization of deferred gains on de-designated cash flow hedges		—		—			—			(0.3	)		—			(0.3	)		—			(0.3	)
Unrealized gains on derivative instruments designated as cash flow hedges		—		—			—			1.6			—			1.6			—			1.6
Ineffective portion of cash flow hedges reclassified to income for the period		—		—			—			1.5			—			1.5			—			1.5
Loss on translating investment in foreign operations		—		26.8			—			—			—			26.8			—			26.8
Net change in fair value of investment		—		—			(2.8	)		—			—			(2.8	)		—			(2.8	)
Total comprehensive income (loss)		—		26.8			(2.8	)		2.8			3.5			30.3			10.6			40.9
Distributions		—		—			—			—			(74.4	)		(74.4	)		—			(74.4	)
Preferred share dividends paid		—		—			—			—			—			—			(9.8	)		(9.8	)
Tax on preferred share dividends		—		—			—			—			—			—			(1.0	)		(1.0	)
Issue of Partnership units		14.0		—			—			—			—			14.0			—			14.0
Equity as at September 30, 2011	$	1,241.6	$	(2.8	)	$	4.0		$	(49.5	)	$	(853.8	)	$	339.5		$	220.1		$	559.6

(unaudited) (in millions of Canadian dollars)	Partnership capital		Cumulative translation account*			Available for sale financial assets*			Cash flow hedges*			Retained earnings			Equity attributable to the Partnership			Non- controlling interests**			Total
Equity as at January 1, 2010	$	1,200.6	$	—		$	(2.2	)	$	(3.4	)	$	(687.5	)	$	507.5		$	220.7		$	728.2
Net income (loss) for the period		—		—			—			—			(18.4	)		(18.4	)		10.6			(7.8	)
Other comprehensive income (loss)
Amortization of deferred gains on de-designated cash flow hedges		—		—			—			(0.3	)		—			(0.3	)		—			(0.3	)
Unrealized losses on derivative instruments designated as cash flow hedges		—		—			—			(49.1	)		—			(49.1	)		—			(49.1	)
Ineffective portion of cash flow hedges reclassified to income for the period		—		—			—			0.8			—			0.8			—			0.8
Loss on translating investment in foreign operations		—		(11.6	)		—			—			—			(11.6	)		—			(11.6	)
Net change in fair value of investment		—		—			4.4			—			—			4.4			—			4.4
Total comprehensive income (loss)		—		(11.6	)		4.4			(48.6	)		(18.4	)		(74.2	)		10.6			(63.6	)
Distributions		—		—			—			—			(72.4	)		(72.4	)		—			(72.4	)
Preferred share dividends paid		—		—			—			—			—			—			(9.8	)		(9.8	)
Tax on preferred share dividends		—		—			—			—			—			—			(1.1	)		(1.1	)
Issue of Partnership units		20.2		—			—			—			—			20.2			—			20.2
Equity as at September 30, 2010	$	1,220.8	$	(11.6	)	$	2.2		$	(52.0	)	$	(778.3	)	$	381.1		$	220.4		$	601.5

*

Accumulated other comprehensive loss

**

Preferred share dividends of a subsidiary company

See accompanying notes to the condensed interim consolidated financial statements.

F-184

Capital Power Income L.P.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months ended September 30
(unaudited)	2011			2010
(In millions of Canadian dollars)
Operating activities
Income (loss) before income tax for the period	$	12.2		$	(26.8	)
Adjustments:
Depreciation		66.4			74.1
Fair value changes on derivative instruments		17.9			13.3
Preferred share dividends paid		(9.8	)		(9.8	)
Principal repayments on finance lease receivable		1.6			1.4
Impairments		—			46.8
Deferred revenue		2.1			2.2
Income taxes paid		(4.4	)		(4.3	)
Interest expense		29.3			29.1
Interest income		—			(1.8	)
Interest paid		(31.9	)		(32.5	)
Interest received		—			1.8
Other		3.5			2.1
		86.9			95.6
Increase in operating working capital		(5.7	)		(15.4	)
Cash provided by operating activities		81.2			80.2
Investing activities
Additions to property, plant and equipment		(16.5	)		(21.5	)
Change in non-operating working capital		(1.7	)		(4.5	)
Cash used in investing activities		(18.2	)		(26.0	)
Financing activities
Distributions paid		(60.3	)		(52.0	)
Net repayments under credit facilities		(6.0	)		(1.6	)
Repayment of loans and borrowings		—			(1.4	)
Cash used in financing activities		(66.3	)		(55.0	)
Foreign exchange gains (losses) on cash held in a foreign currency		0.8			(0.3	)
Decrease in cash and cash equivalents		(2.5	)		(1.1	)
Cash and cash equivalents, beginning of period		27.5			9.5
Cash and cash equivalents, end of period	$	25.0		$	8.4

See accompanying notes to the condensed interim consolidated financial statements.

F-185

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

1. Basis of presentation and conversion to IFRS

        These condensed interim consolidated financial statements have been prepared by management of the General Partner in accordance with International Financial Reporting Standards (IFRS)—International Accounting Standard (IAS) 34 Interim Financial Reporting as issued by the International Accounting Standards Board and adopted by the Canadian Institute of Chartered Accountants applicable companies for years beginning on or after January 1, 2011. For prior reporting periods up to and including the year ended December 31, 2010, the Partnership prepared its condensed interim consolidated financial statements in accordance with Canadian generally accepted accounting principles (GAAP). The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.

        An explanation of how the transition to IFRS has affected the financial position, financial performance and cash flows of the Partnership is provided in note 7. This note includes reconciliations of equity and total comprehensive income for comparative periods reported under previous Canadian GAAP to those reported under IFRSs. A reconciliation of equity at the date of transition reported under previous Canadian GAAP to equity reported under IFRSs is included in the condensed interim consolidated financial statements for the first quarter of 2011.

        The Partnership's condensed interim consolidated financial statements are prepared under the historical cost convention, except for the revaluation of the Partnership's derivative instruments, cash and available for sale financial assets, which are recognized at fair value and certain property, plant and equipment which is recognized at deemed cost as fair value, at January 1, 2010.

        Quarterly revenues, income and cash provided by operating activities are affected by seasonal contract pricing, seasonal weather conditions, fluctuations in United States (US) dollar exchange rates, fulfillment of firm energy requirements, natural gas prices, waste heat availability and planned and unplanned plant outages, as well as items outside of the normal course of operations. Quarterly income is also affected by unrealized foreign exchange gains and losses and fair value changes in derivative instruments. The California plants normally generate the majority of their operating margin during the summer months when the plants can earn performance bonuses. Additionally, the plants located on Naval bases earn approximately 75% of their capacity revenue during these months. Revenues, income and cash provided by operating activities from the Partnership's Ontario plants are generally higher in the winter months (October to March) and lower in the summer months (April to September) due to seasonal pricing under the power purchase arrangements. Revenues and income from the Partnership's hydroelectric plants are generally higher in the spring months due to seasonally higher water flows.

Use of judgements and estimates

        The preparation of the Partnership's condensed interim consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the condensed interim consolidated financial statements.

        The Partnership reviews its estimates and assumptions on an ongoing basis and uses the most current information available and exercises careful judgement in making these estimates and

F-186

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

1. Basis of presentation and conversion to IFRS (Continued)

assumptions. Adjustments to previous estimates, which may be material, will be recorded in the period they become known. Actual results may differ from these estimates.

        In the opinion of management of the Partnership's General Partner, these condensed interim consolidated financial statements have been properly prepared within reasonable limits of materiality and within the framework of the Partnership's accounting policies.

Future accounting standards

        A number of new standards, and amendments to standards and interpretations, are not yet effective for the quarter ended September 30, 2011 and have not been applied in preparing the unaudited condensed interim consolidated financial statements. The following standards and interpretations have been issued by the International Accounting Standards Board and the International Financial Reporting Interpretations Committees with effective dates relating to the annual periods starting on or after the effective dates as follows:

International Accounting Standards (IAS/IFRS)	Effective Date
IAS 1—Presentation of Financial Statements	July 1, 2012
IFRS 10—Consolidated Financial Statements	January 1, 2013
IFRS 11—Joint Arrangements	January 1, 2013
IFRS 12—Disclosures of Interests in Other Entities	January 1, 2013
IFRS 13—Fair Value Measurement	January 1, 2013
IAS 19—Employee Benefits	January 1, 2013
IFRS 9—Financial Instruments	January 1, 2015

        IAS 1—In June 2011, the International Accounting Standards Board (IASB) issued amendments to IAS 1 which will require entities to group items within other comprehensive income on the basis of whether or not they will be reclassified to profit or loss in a future period. The amendments are to be applied retrospectively. Early adoption is permitted.

        IFRS 10—In May 2011, the IASB issued IFRS 10 which replaces IAS 27—Consolidated and Separate Financial Statements and SIC—12 Consolidation—Special Purpose Entities. IFRS 10 establishes principles for the presentation and preparation of consolidated financial statements. The new standard provides a revised definition of control and a single consolidation model as the basis for consolidation for all types of entities. The standard also provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 10 is to be applied retrospectively. Early adoption is permitted but must be applied simultaneously with IFRS 11—Joint Arrangements and IFRS 12—Disclosure of Interests in Other Entities.

        IFRS 11—IFRS 11 was issued in May 2011 and supersedes IAS 31—Interests in Joint Ventures and SIC 13—Jointly Controlled Entities—Non-Monetary Contributions by Venturers. The standard provides a revised method to the classification of joint arrangements in the financial statements and may result in a different method of accounting for the Partnership's existing arrangements. The Partnership currently accounts for its joint arrangement using the proportionate consolidation method. IFRS 11 is to be

F-187

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

1. Basis of presentation and conversion to IFRS (Continued)

applied retrospectively. Early adoption is permitted but must be applied simultaneously with and IFRS 12—Disclosure of Interests in Other Entities.

        IFRS 12—In May 2011, the IASB issued IFRS 12, a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities. IFRS 12 is to be applied retrospectively. Early adoption is permitted but must be applied simultaneously with IFRS 10—Consolidated Financial Statements and IFRS 11—Joint Arrangements.

        IFRS 13—In May 2011, the IASB issued IFRS 13 which defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 applies to fair value measurements required or permitted by other IFRSs. It does not introduce any new requirements to measure an asset or a liability at fair value, change what is measured at fair value in IFRSs or address how to present changes in fair value. Earlier adoption of the amendment is permitted.

        IAS 19—In June 2011, the IASB issued an amendment to IAS 19. The amendment introduced improvements related to: (a) eliminating the option to defer the recognition of actuarial gains and losses, known as the 'corridor method', (b) requiring a new presentation approach the improves the visibility of different types of gains and losses, and (c) enhancing the disclosure requirements about the characteristics of defined benefit plans and the risks that entities are exposed to through participation in these plans. Earlier application of the amendment is permitted.

        IFRS 9—In November 2009, the IASB issued IFRS 9—Financial Instruments which addresses the classification and measurement requirements of financial assets. The standard was amended in October 2010 to include the requirements for classification and measurement of financial liabilities. This amendment to IFRS 9 is to be applied retrospectively. Early adoption of the amendment is permitted.

        The extent of the impact of adoption of these standards and interpretations on the consolidated financial statements of the Partnership has not been determined.

2. Assets and liabilities held for sale

        On June 20, 2011 the Partnership agreed to sell its Southport and Roxboro facilities (the disposal group) to an affiliate of Capital Power Corporation for approximately $121 million contingent on the sale of the Partnership to Atlantic Power Corporation. The sale is expected to close in the fourth quarter of 2011. The Partnership will not have any continuing involvement in the disposal group after

F-188

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

2. Assets and liabilities held for sale (Continued)

the disposal transaction. Accordingly, the assets and liabilities of the disposal group at September 30, 2011 have been segregated and presented as assets and liabilities held for sale as follows:

	September 30, 2011
Assets held for sale
Cash and cash equivalents	$	6.0
Accounts receivable		5.8
Inventories		7.9
Prepaids and other		0.1
Property, plant and equipment		102.2
Goodwill		21.4
	$	143.4
Liabilities held for sale
Accounts payable	$	5.1
Decommissioning provision		16.6
Other liabilities		0.4
	$	22.1

        No impairment loss was recognized in the condensed statement of comprehensive income for the three and nine months ended September 30, 2011 as the carrying amount of the disposal group approximates its fair value less cost to sell.

        At September 30, 2011, accumulated other comprehensive loss included accumulated foreign exchange losses of $0.3 million related to the Partnership's investment in the disposal group that will be reclassified to net income (loss) on disposal.

3. Derivative instruments

        Derivative instruments are held to manage financial risk related to energy procurement and treasury management. All derivative instruments, including embedded derivatives, are classified as held at fair value through profit or loss and are recorded at fair value on the statement of financial position as derivative instruments assets and derivative instruments liabilities unless exempted from derivative treatment as a normal purchase, sale or usage. All changes in their fair value are recorded in the condensed interim consolidated statement of income.

F-189

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

3. Derivative instruments (Continued)

        The derivative instruments assets and liabilities used for risk management purposes consist of the following:

	September 30, 2011
	Natural gas						Foreign exchange
	Hedges			Non-hedges			Non-hedges			Total
Derivative instruments assets:
Current	$	—		$	—		$	3.0		$	3.0
Non-current		—			—			12.3			12.3
Derivative instruments liabilities:
Current		(19.6	)		(1.8	)		(0.6	)		(22.0	)
Non-current		(69.9	)		(0.1	)		(0.3	)		(70.3	)
	$	(89.5	)	$	(1.9	)	$	14.4		$	(77.0	)
Net notional amounts:
Gigajoules (GJs)(millions)		33.1			3.3
US foreign exchange (US dollars in millions)								297.3
Contract terms (years)		5.3			0.1 to 1.3			0.2 to 4.7

	December 31, 2010
	Natural gas						Foreign exchange
	Hedges			Non-hedges			Non-hedges			Total
Derivative instruments assets:
Current	$	—		$	—		$	10.4		$	10.4
Non-current		—			—			29.7			29.7
Derivative instruments liabilities:
Current		(16.2	)		(3.0	)		(1.9	)		(21.1	)
Non-current		(76.9	)		—			(5.0	)		(81.9	)
	$	(93.1	)	$	(3.0	)	$	33.2		$	(62.9	)
Net notional amounts:
Gigajoules (GJs)(millions)		37.8			6.5
US foreign exchange (US dollars in millions)								309.0
Contract terms (years)		6.0			0.8 to 2.0			0.2 to 5.5

F-190

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

3. Derivative instruments (Continued)

        Unrealized and realized pre-tax gains and losses on derivative instruments recognized in the condensed interim consolidated statement of income and other comprehensive income were:

		Three months ended September 30						Nine months ended September 30
	Financial statement category
		2011			2010			2011			2010
Foreign exchange non-hedges	Revenue	$	(20.6	)	$	11.4		$	(10.3	)	$	1.4
Natural gas non-hedges	Cost of fuel		0.6			(3.6	)		2.6			(9.5	)
Natural gas hedges—ineffective portion	Cost of fuel		(0.3	)		—			(2.0	)		(0.8	)
Natural gas hedges—effective portion	Other comprehensive income (loss)		2.9			(33.0	)		4.0			(63.2	)

        The Partnership has elected to apply hedge accounting on certain derivative instruments it uses to manage commodity price risk relating to natural gas prices. For the three and nine months ended September, 2011, the change in the fair value of the ineffective portion of hedging derivatives required to be recognized in the condensed interim consolidated statement of income was $0.3 million and $2.0 million respectively.

        Net after tax gains and losses on derivative instruments designated as cash flow hedges are included in accumulated other comprehensive income at September 30, 2011. Losses of $49.5 million are expected to settle and be reclassified to the condensed interim consolidated statement of income in the following periods:

	September 30, 2011
Within one year	$	12.4
Between 1 to 5 years		35.2
After more than 5 years		1.9
	$	49.5

        The Partnership's cash flow hedges extend up to 2016.

4. Finance costs

	Three months ended September 30					Nine months ended September 30
	2011			2010		2011		2010
Interest on long-term debt	$	9.7		$	9.8	$	28.8	$	29.1
Accretion and amortization		1.3			0.7		2.5		2.0
Other		(0.2	)		0.7		1.0		1.5
	$	10.8		$	11.2	$	32.3	$	32.6

F-191

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

5. Segment information

        The Partnership operates in one reportable business segment involved in the operation of electrical generation plants within British Columbia, Ontario and in the US in California, Colorado, Illinois, New Jersey, New York, North Carolina and Washington State.

Geographic information

	Three months ended September 30, 2011						Three months ended September 30, 2010
	Canada		US		Total		Canada		US		Total
Revenue	$	27.3	$	88.9	$	116.2	$	57.4	$	83.3	$	140.7

	Nine months ended September 30, 2011						Nine months ended September 30, 2010
	Canada		US		Total		Canada		US		Total
Revenue	$	143.2	$	234.5	$	377.7	$	154.6	$	227.6	$	382.2

	As at September 30, 2011						As at December 31, 2010
	Canada		US		Total		Canada		US		Total
Assets
PP&E	$	435.0	$	437.9	$	872.9	$	448.5	$	510.0	$	958.5
Goodwill		—		24.8		24.8		—		43.8		43.8
Intangible assets		31.3		253.5		284.8		33.6		256.5		290.1
	$	466.3	$	716.2	$	1,182.5	$	482.1	$	810.3	$	1,292.4

	Nine months ended September 30, 2011						Nine months ended September 30, 2010
	Canada		US		Total		Canada		US		Total
Capital additions	$	6.1	$	10.4	$	16.5	$	10.6	$	10.9	$	21.5

6. Contingencies

        The Partnership and Atlantic Power Corporation (Atlantic Power) have entered into an agreement pursuant to which Atlantic Power would acquire, directly and indirectly, all of the outstanding limited partnership units of the Partnership (the "Transaction"). If the Transaction fails to receive unitholder approval, the Partnership will reimburse Atlantic Power for its costs associated with the Transaction up to $8 million. Further, any solicitation or recommendation of a competing proposal or offer prior to completion of this agreement will result in the payment of a $35 million termination fee. There is no possibility of any reimbursement of these amounts once paid.

        Contingent on the completion of the Transaction, the Partnership will pay $8.5 million to affiliates of Capital Power Corporation for the termination of certain management and operations agreements and will pay success fees of approximately $12 million to its financial advisors.

F-192

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

7. Transition to IFRS

        For all periods up to and including the year ended December 31, 2010, the Partnership prepared its financial statements in accordance with previous Canadian GAAP.

        The Partnership has prepared financial statements which comply with IFRS applicable for periods beginning on or after January 1, 2010 as described in note 2. In preparing these financial statements, the Partnership's opening statement of financial position was prepared as at January 1, 2010, the Partnership's date of transition to IFRS. This note explains the principal adjustments made by the Partnership in restating its previously published Canadian GAAP financial statements for the three and nine months ended September 30, 2010. Explanations of the principal adjustments made by the Partnership in restating its Canadian GAAP Statement of Financial Position as at January 1, 2010 and its financial statements for the twelve months ended December 31, 2010 are included in the condensed interim consolidated financial statements for the first quarter of 2011. The Partnership has applied the following optional exemptions in its transition from Canadian GAAP to IFRS:

Business combinations

IFRS 1 provides the option to apply IFRS 3, Business Combinations, retrospectively or prospectively from the date of transition. The Partnership has taken the IFRS 1 election to not restate previous business combinations at the date of transition. Goodwill arising on such business combinations before the date of transition has not been adjusted from its carrying value previously reported.

Translation of foreign operations

The Partnership has elected the option available under IFRS 1, to deem the cumulative translation account for all foreign operations to be $nil at the date of transition, and to reclassify all amounts determined in accordance with previous GAAP at that date to retained earnings.

Decommissioning liabilities

IFRS 1 provides an optional election to adopt a simplified approach, whereby the Partnership can elect to not calculate retrospectively the effect of each change in estimate that occurred prior to the date of transition. The Partnership has elected to use the simplified approach.

Fair value as deemed cost

IFRS 1 also provides an optional election on transition to IFRS which allows the use of fair value as deemed cost on items of property, plant and equipment. The Partnership has elected under IFRS 1 to fair value certain items of property, plant and equipment.

F-193

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

7. Transition to IFRS (Continued)

Reconciliation of equity

Reconciliation of equity—September 30, 2010

	Canadian GAAP			IAS 16 and 37 (a)			IAS 36 (b)			IFRS 1 (c)			Other impacts (d)			Presentation adjustment			IFRS
ASSETS
Current assets
Cash and cash equivalents	$	8.4		$	—		$	—		$	—		$	—		$	—		$	8.4
Trade and other receivables		57.2			—			—			—			—			—			57.2
Inventories		40.3			—			—			—			—			—			40.3
Prepaids and other		7.2			—			—			—			—			—			7.2
Future income tax asset		1.7			—			—			—			—			(1.7	)		—
Derivative assets		7.5			—			—			—			—			—			7.5
Total current assets		122.3			—			—			—			—			(1.7	)		120.6
Non-current assets
Derivative assets		21.6			—			—			—			—			—			21.6
Other financial assets		47.2			—			—			—			3.4			(1.3	)		49.3
Deferred tax asset		39.2			—			—			—			(3.7	)		1.7			37.2
Intangible assets		305.2			—			(0.8	)		—			—			1.3			305.7
Property, plant and equipment		1,020.0			(11.5	)		(67.2	)		53.7			—			—			995.0
Goodwill		46.6			—			(1.2	)		—			—			—			45.4
Total non-current assets		1,479.8			(11.5	)		(69.2	)		53.7			(0.3	)		1.7			1,454.2
Total assets	$	1,602.1		$	(11.5	)	$	(69.2	)	$	53.7		$	(0.3	)	$	—		$	1,574.8
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Trade and other payables	$	60.0		$	—		$	—		$	—		$	—		$	—		$	60.0
Derivative liabilities		21.8			—			—			—			—			—			21.8
Total current liabilities		81.8			—			—			—			—			—			81.8
Non-current liabilities
Derivative liabilities		84.0			—			—			—			—			—			84.0
Loans and borrowings		709.1			—			—			—			—			—			709.1
Deferred tax liabilities		46.9			—			—			—			(16.0	)		—			30.9
Decommissioning provision		—			30.5			—			—			—			29.4			59.9
Other liabilities		37.0			—			—			—			—			(29.4	)		7.6
Total non-current liabilities		877.0			30.5			—			—			(16.0	)		—			891.5
Total liabilities		958.8			30.5			—			—			(16.0	)		—			973.3
Equity attributable to equity holders of the Partnership
Partners' capital		1,220.8			—			—			—			—			—			1,220.8
Retained earnings		(600.2	)		(42.5	)		(69.7	)		(76.4	)		10.5			—			(778.3	)
Accumulated other comprehensive loss		(197.0	)		0.5			0.5			130.1			4.5			—			(61.4	)
		423.6			(42.0	)		(69.2	)		53.7			15.0			—			381.1
Preferred shares issued by a subsidiary company		219.7			—			—			—			0.7			—			220.4
Total equity		643.3			(42.0	)		(69.2	)		53.7			15.7			—			601.5
Total liabilities and equity	$	1,602.1		$	(11.5	)	$	(69.2	)	$	53.7		$	(0.3	)	$	—		$	1,574.8

F-194

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

7. Transition to IFRS (Continued)

Notes to the equity reconciliations

a)

IAS 16 Property, plant and equipment (PP&E) & IAS 37 provisions

IFRS are more specific with respect to the level at which component accounting is required and mandates that overhauls embedded within the initial carrying amount of a component must be treated as a separate component.

In accordance with IAS 16, PP&E has decreased by $36.3 million at September 30, 2010 as a result of identifying the significant components and calculating the adjustment to accumulated depreciation for the components' useful lives as well as derecognizing the overhauls that were inherent in the original turbines and a subsequent overhaul has been performed.

In accordance with IAS 37, provisions are required to be measured at the best estimate of the expected expenditure using discount rates appropriate for each liability. Under Canadian GAAP the provision was measured at fair value. The provision is to be re-measured at each reporting period for any changes in cash flow estimates, timing of decommissioning activity and discount rates. Accordingly, the Partnership re-measured its asset retirement obligations with revised discount rates for all decommissioning liabilities. The re-measurement of the decommissioning liabilities resulted in an increase of $30.5 million at September 30, 2010 to the non-current provision. The re-measurement of the decommissioning liability also resulted in an increase to the associated PP&E of $24.8 million at September 30, 2010.

These adjustments resulted in an increase to the deficit of $42.5 million at September 30, 2010.

Accumulated other comprehensive loss (AOCL) decreased by $0.5 million at September 30, 2010 as a result of translating the IFRS adjustments for the Partnership's operations with a US dollar functional currency.

b)

IAS 36 Impairments

In accordance with IAS 36, the Partnership reviewed the recoverable amount for its CGUs with allocated goodwill at both the date of transition and in the third quarter of 2010. IAS 36 also requires that impairment testing be done on a CGU level and requires that goodwill be allocated to the CGU level and included in the impairment test for each plant. The Partnership has determined its CGUs to be at the plant level. For these CGU's, management assessed whether there were any triggering events at December 31, 2010. The recoverable amounts were calculated on a fair value less cost to sell basis, using discounted cash flow models based on the Partnership's long term planning model. Previously under GAAP, the carrying values were compared to the undiscounted cash flows first and if the undiscounted cash flows exceeded carrying value then no further steps were taken.

As a result of the changes to the determination of recoverable amounts and the allocation of the goodwill to the CGUs, the Partnership recorded total impairments of $23.7 million at December 31, 2009, which includes $12.9 million for Roxboro and $8.0 million for Greeley. The impairments at Roxboro and Greeley were the result of weakening economic conditions in their respective markets. Impairment charges of $25.1 million and $21.7 million related to the Calstock and Tunis CGUs respectively were recorded in the third quarter of 2010 primarily due to lower expectations for waste heat as a result of lower expected pipeline throughput. The impacts at September 30, 2010 to intangible assets, PP&E and goodwill were decreases of $0.8 million, $67.2 million and $1.2 million respectively.

These adjustments resulted in an increase to the deficit of $69.7 million at September 30, 2010.

AOCL decreased by $0.5 million at September 30, 2010 as a result of translating the IFRS adjustments for the Partnership's operations with a US dollar functional currency.

c)

IFRS 1 First time adoption of IFRS

As a result of the Partnership taking the IFRS 1 election to use fair value as deemed cost for the PP&E at Manchief and Curtis Palmer, the PP&E balance increased by $53.7 million at September 30, 2010. The change in the value of the increase to fair value subsequent to January 1, 2010 is a result of depreciation of the increase to fair value and foreign exchange impacts. The aggregate fair value deemed as cost for the PP&E of these plants at January 1, 2010 was $210.2 million.

As a result of the Partnership taking the IFRS 1 election to deem the balance for the cumulative translation amount to be $nil on January 1, 2010, the accumulated other comprehensive loss decreased by $131.9 million.

F-195

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

7. Transition to IFRS (Continued)

These adjustments resulted in an increase to the deficit of $76.4 million at September 30, 2010.

AOCL increased by $1.9 million at September 30, 2010 as a result of translating the fair value as deemed cost election taken by the Partnership's operations with a US dollar functional currency.

d)

Other impacts

In accordance with IAS 39, Financial Instruments: Recognition and Measurement, financial assets available for sale must be measured at fair value. Under Canadian GAAP, the investment in PERH was carried at the lower of historic cost and fair value. IAS 39 requires financial assets to be measured at fair value even if it is not traded in an active market. Fair value was established using the market price of Primary Energy Recycling Corporation (PERC), a publicly traded company whose sole asset is an investment in PERH. As a result of measuring the investment in PERH at its fair value, other financial assets were increased by $3.4 million at September 30, 2010. As this adjustment is unrealized, the offset is included in AOCL.

In accordance with IAS 39, hedge effectiveness testing must incorporate the Partnerships' credit risk which resulted in the Partnership's deficit increasing by $0.4 million at September 30, 2010. As this adjustment is unrealized, the offset is included in AOCL, which is recorded net of tax.

The tax impacts recorded against the above adjustments were $1.1 million at September 30, 2010.

Other impacts also include the impact to the deferred tax assets and deferred tax liabilities resulting from all of the IFRS transition adjustments discussed above. The deferred tax asset decreased by $3.7 million at September 30, 2010. The deferred tax liability decreased by $16.0 million at September 30, 2010.

AOCL decreased by $2.0 million at September 30, 2010 as a result of translating the other adjustments for the Partnership's operations with a US dollar functional currency.

Reconciliation of total comprehensive income (loss)

Reconciliation of total comprehensive income—three months ended September 30, 2010

	Canadian GAAP			IAS 16 and 37			IAS 36 (a)			IFRS 1			Other impacts (b)			Presentation adjustment			IFRS
Revenues	$	140.7		$	—		$	—		$	—		$	—		$	—		$	140.7
Cost of fuel		59.1			—			—			—			(1.3	)		—			57.8
Operating and maintenance expense		24.9			—			—			—			—			—			24.9
		56.7			—			—			—			1.3			—			58.0
Other costs (income)
Depreciation		25.1			1.0			(0.3	)		1.0			—			(0.6	)		26.2
Impairments		—			—			46.8			—			—			—			46.8
Administrative and other expenses		5.3			—			—			—			—			—			5.3
Finance costs		10.6			—			—			—			—			0.6			11.2
Income (loss) before income tax		15.7			(1.0	)		(46.5	)		(1.0	)		1.3			—			(31.5	)
Income tax expense (recovery)		1.7			—			—			—			(9.8	)		—			(8.1	)
Income (loss) for the period		14.0			(1.0	)		(46.5	)		(1.0	)		11.1			—			(23.4	)
Other comprehensive income (loss)		(43.5	)		0.8			0.8			(3.0	)		4.2			—			(40.7	)
Total comprehensive income (loss)	$	(29.5	)	$	(0.2	)	$	(45.7	)	$	(4.0	)	$	15.3		$	—		$	(64.1	)
Attributable to:
Equity holders of the Partnership	$	(32.9	)	$	(0.2	)	$	(45.7	)	$	(4.0	)	$	15.3		$	—		$	(67.5	)
Preferred share dividends of a subsidiary company		3.4			—			—			—			—			—			3.4

F-196

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

7. Transition to IFRS (Continued)

Reconciliation of total comprehensive income—nine months ended September 30, 2010

	Canadian GAAP			IAS 16 and 37			IAS 36 (a)			IFRS 1			Other impacts (b)			Presentation adjustment			IFRS
Revenues	$	382.2		$	—		$	—		$	—		$	—		$	—		$	382.2
Cost of fuel		176.4			—			—			—			(1.7	)		—			174.7
Operating and maintenance expense		71.7			—			—			—			—			—			71.7
Operating margin		134.1			—			—			—			1.7			—			135.8
Other costs (income)
Depreciation		74.9			(0.3	)		(0.8	)		2.7			—			(2.4	)		74.1
Impairments		—			—			46.8			—			—			—			46.8
Administrative and other expenses		10.9			—			—			—			—			—			10.9
Finance costs		29.6			(1.2	)		—			—			—			4.2			32.6
Finance income		—			—			—			—			—			(1.8	)		(1.8	)
Income (loss) before income tax		18.7			1.5			(46.0	)		(2.7	)		1.7			—			(26.8	)
Income tax recovery		(7.8	)		—			—			—			(11.2	)		—			(19.0	)
Profit (loss) for the period		26.5			1.5			(46.0	)		(2.7	)		12.9			—			(7.8	)
Other comprehensive income (loss)		(59.6	)		0.5			0.5			(1.8	)		4.6			—			(55.8	)
Total comprehensive income (loss)	$	(33.1	)	$	2.0		$	(45.5	)	$	(4.5	)	$	17.5		$	—		$	(63.6	)
Attributable to:
Equity holders of the Partnership	$	(43.7	)	$	2.0		$	(45.5	)	$	(4.5	)	$	17.5		$	—		$	(74.2	)
Preferred share dividends of a subsidiary company		10.6			—			—			—			—			—			10.6

Notes to the total comprehensive income reconciliations

a)

IAS 36 Impairments

The impact to depreciation as a result of implementing IAS 36 is a decrease of $0.3 million and $0.8 million for the three and nine months ended September 30, 2010, respectively.

During the third quarter of 2010, additional asset impairments totalling $46.8 million were recorded related to the Calstock and Tunis CGUs.

OCL decreased by $0.8 million and $0.5 million for the three and nine months ended September 30, 2010, respectively as a result of translating the IAS 36 adjustments for the Partnership's operations with a US dollar functional currency.

b)

Other impacts

The impact of incorporating the Partnership's credit risk in the hedge effectiveness testing, under IAS 39, is a decrease to fuel of $1.3 million and $1.7 million for the three and nine months ended September 30, 2010, respectively. The offset is an increase to OCL.

The combined impact of these adjustments to income tax recovery for the three and nine months ended September 30, 2010 is an increase of $9.8 million and $11.2 million, respectively.

F-197

Capital Power Income L.P.

Notes to the Condensed Interim Consolidated Financial Statements (Continued)

September 30, 2011

(Unaudited, tabular amounts in millions of Canadian dollars)

7. Transition to IFRS (Continued)

The remaining adjustments impact OCL as follows:

•

As a result of the Partnership using PERC's share price as a proxy, to determine the fair market value of its investment in PERH, OCL decreased by $2.3 million and $4.4 million for the three and nine months ended September 30, 2010, respectively.

•

OCL decreased by $3.2 million and $1.9 million for the three and nine months ended September 30, 2010, respectively as a result of translating the other adjustments for the Partnership's operations with a US dollar functional currency.

Summary of other comprehensive loss adjustments

	Three months ended September 30, 2010			Nine months ended September 30, 2010
IAS 39—Hedge effectiveness		(1.3	)		(1.7	)
IAS 39—PERH fair value		2.3			4.4
Foreign exchange impacts		3.2			1.9
		4.2			4.6

F-198

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

British Columbia Corporations

        Under the Business Corporations Act (British Columbia), which we refer to as the "BC Act," we may, subject to certain limitations in the BC Act, indemnify a present or former director or officer or a person who acts or acted at our request as a director or officer of another corporation or one of our affiliates, and his or her heirs and personal representatives, against all costs, charges and expenses, including legal and other fees and amounts paid to settle an action or satisfy a judgment, penalty or fine, actually and reasonably incurred by him or her including an amount paid to settle an action or satisfy a judgment, penalty or fine in respect of any legal proceeding or investigative action to which he or she is made a party by reason of his or her position and provided that the director or officer acted honestly and in good faith with a view to the best interests of Atlantic Power Corporation or such other associated corporation, and, in the case of a criminal or administrative action or proceeding, had reasonable grounds for believing that his or her conduct was lawful. Other forms of indemnification may be made with court approval.

        In accordance with our Articles, we shall indemnify every director or former director, or may, subject to the BC Act, indemnify any other person eligible for indemnification. We have entered into indemnity agreements with our directors and executive officers, whereby we have agreed to indemnify the directors and officers to the extent permitted by our Articles and the BC Act.

        Our Articles permit us, subject to the limitations contained in the BC Act, to purchase and maintain indemnification insurance on behalf of any eligible person under the BC Act, as the board of directors may from time to time determine. Our directors and officers liability insurance coverage consists of three policies with aggregate limits of $30 million.

        The foregoing summaries are necessarily subject to the complete text of the statute and our Articles, and the arrangements referred to above are qualified in their entirety by reference thereto.

Delaware Limited Partnerships

        Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its partnership agreement.

        The limited partnership agreements of Badger Power Associates, L.P., Dade Investment, L.P., and Lake Investment, L.P. provide, to the fullest extent permitted by Delaware law, for the indemnification of any general partner, director or officer of the partnership or the general partner, or such other persons as the general partner may designate from time to time from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the limited partnerships as set forth in the limited partnership agreement, in which such indemnitee may be involved, as a party or otherwise.

Delaware Partnerships

        Section 15-111 of the Delaware Revised Uniform Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims

II-1

and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its partnership agreement.

        The partnership agreement of Atlantic Power (US) GP provides that the partnership shall indemnify each person (other than a partner) engaged in the management, administration or operation of the business and affairs of the partnership as a representative of the partners or any other committee established by the partners or as an employee of the partnership to the fullest extent permitted by applicable law.

Delaware Limited Liability Companies

        Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

        Section 18-1101 of the Delaware Limited Liability Company Act permits a limited liability company to provide in its limited liability company agreement that a member, manager or other person shall not be liable for breach of contract and breach of duties to the limited liability company agreement, except that a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

        The limited liability agreements of Atlantic Auburndale, LLC, Badger Power Generation I LLC, Badger Power Generation II LLC, Baker Lake Hydro LLC, Curtis Palmer LLC, Epsilon Power Funding, LLC, NCP Dade Power LLC, NCP Gem LLC, NCP Lake Power LLC, NCP Paso LLC, Olympia Hydro LLC, Orlando Power Generation I LLC, Orlando Power Generation II LLC, Teton East Coast Generation LLC, Teton New Lake, LLC, Teton Operating Services, LLC, Teton Power Funding, LLC, and Teton Selkirk LLC provide that the limited liability company shall indemnify, defend and hold the sole member, and each officer, employee and agent of the limited liability company harmless to the fullest extent permitted by law.

        The limited liability agreements of Atlantic Cadillac Holdings, LLC, Atlantic Idaho Wind C, LLC, Atlantic Idaho Wind Holdings, LLC, Atlantic Oklahoma Wind, LLC, Atlantic Piedmont Holdings, LLC, Atlantic Power Services, LLC, Atlantic Renewables Holdings, LLC, Auburndale GP, LLC, Auburndale LP, LLC, and Harbor Capital Holdings, LLC are silent with respect to indemnification of directors and officers.

Delaware Corporations

        Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys' fees)

II-2

actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys' fees) which such officer or director actually and reasonably incurred in connection therewith.

        The bylaws of Atlantic Power Generation, Inc., Atlantic Power Holdings, Inc., and Atlantic Power Transmission, Inc. provide that each such corporation shall indemnify, defend, and hold each director, officer, employee and agent of the corporation harmless to the to the full extent authorized or permitted by law.

Florida Limited Partnerships

        The Florida Revised Uniform Limited Partnership Act of 2005 does not explicitly require insurance or indemnification of the general partner, limited partners, officers, or directors.

        The limited partnership agreements of Lake Cogen Ltd. and Pasco Cogen Ltd. provide for the indemnification of any general partner, director or officer of the partnership or the general partner, or such other persons as the general partner may designate from time to time from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the limited partnerships as set forth in the limited partnership agreement, in which such indemnitee may be involved, as a party or otherwise.

Directors' and Officers' Insurance

        Atlantic Power Corporation maintains directors' and officers' liability insurance policies that cover all of the guarantor subsidiaries. The directors' and officers' liability insurance coverage consists of three policies with aggregate limits of $30 million.

II-3

ITEM 21.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)   Exhibits

        A list of exhibits included as part of this registration statement is set forth in the Exhibit Index, which is incorporated herein by reference.

(b)   Financial Statements and Financial Statement Schedules

        See Index to Financial Statements on page F-1.

II-4

ITEM 22.    UNDERTAKINGS.

        The undersigned registrants hereby undertake:

        (a)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (b)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (d)   That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (e)   That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will each be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

         (ii)  any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

II-5

        (iii)  the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

        (iv)  any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

        (f)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (g)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), or 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (h)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-6

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER CORPORATION
By:	/s/ Barry E. Welch Barry E. Welch President, Chief Executive Officer (Principal Executive Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Barry E. Welch Barry E. Welch	President, Chief Executive Officer and Director (principal executive officer)	May 18, 2012
/s/ Lisa Donahue Lisa Donahue	Interim Chief Financial Officer (principal financial and accounting officer)	May 18, 2012
/s/ Irving Gerstein Irving Gerstein	Chairman of the Board	May 18, 2012
/s/ Ken Hartwick Ken Hartwick	Director	May 18, 2012

Signature	Title	Date
/s/ John McNeil John McNeil	Director	May 18, 2012
/s/ Holli Ladhani Holli Ladhani	Director	May 18, 2012
/s/ R. Foster Duncan R. Foster Duncan	Director	May 18, 2012

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC AUBURNDALE, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
HARBOR CAPITAL HOLDINGS, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, LLC, its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC CADILLAC HOLDINGS, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC POWER TRANSMISSION, INC.		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC IDAHO WIND C, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC IDAHO WIND HOLDINGS, LLC		Sole Member
By:	ATLANTIC POWER TRANSMISSION, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC IDAHO WIND HOLDINGS, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC POWER TRANSMISSION, INC.		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC OKLAHOMA WIND, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC POWER TRANSMISSION, INC.		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC PIEDMONT HOLDINGS, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC POWER TRANSMISSION, INC.		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER GENERATION, INC.
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Barry E. Welch Barry E. Welch	President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER HOLDINGS, INC.
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Barry E. Welch Barry E. Welch	President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER SERVICES, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC POWER HOLDINGS, INC.		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER SERVICES CANADA LP
By:	ATLANTIC POWER SERVICES CANADA GP INC., ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC POWER SERVICES CANADA GP INC.		General Partner
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER SERVICES CANADA GP INC.
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Barry E. Welch Barry E. Welch	President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
/s/ Paul Rapisarda Paul Rapisarda	Vice President and Director	May 18, 2012

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER TRANSMISSION, INC.
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Barry E. Welch Barry E. Welch	President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
/s/ Paul Rapisarda Paul Rapisarda	Vice President and Director	May 18, 2012

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC RENEWABLES HOLDINGS, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
HARBOR CAPITAL HOLDINGS, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

AUBURNDALE GP, LLC
By:	AUBURNDALE LP, LLC, ITS SOLE MEMBER
By:	ATLANTIC AUBURNDALE, LLC, ITS SOLE MEMBER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
ATLANTIC AUBURNDALE LP, LLC		Sole Member
By:	ATLANTIC AUBURNDALE, LLC, its sole member
By:	HARBOR CAPITAL HOLDINGS, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

AUBURNDALE LP, LLC
By:	ATLANTIC AUBURNDALE, LLC, ITS SOLE MEMBER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
ATLANTIC AUBURNDALE, LLC		Sole Member
By:	HARBOR CAPITAL HOLDINGS, LLC, its sole member
By	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BADGER POWER ASSOCIATES, L.P.
By:	TETON POWER FUNDING, LLC, ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)
By:	BADGER POWER GENERATION I LLC, ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
BADGER POWER GENERATION I LLC		General Partner
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President
TETON POWER FUNDING, LLC		General Partner
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BADGER POWER GENERATION I LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON POWER FUNDING, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BADGER POWER GENERATION II LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON POWER FUNDING, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BAKER LAKE HYDRO LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON POWER FUNDING, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER LIMITED PARTNERSHIP
By:	ATLANTIC POWER GP INC., ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch Chief Executive Officer and President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
ATLANTIC POWER GP INC.		General Partner
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	Chief Executive Officer and President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER GP INC.
By:	/s/ Barry E. Welch Barry E. Welch Chief Executive Officer and President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Barry E. Welch Barry E. Welch	Chief Executive Officer, President and Director (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
/s/ Paul Rapisarda Paul Rapisarda	Vice President, Corporate Secretary and Director	May 18, 2012
/s/ John McNeil John McNeil	Director	May 18, 2012

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIC POWER (US) GP
By:	ATLANTIC POWER PREFERRED EQUITY LTD., ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
ATLANTIC POWER PREFERRED EQUITY LTD.		General Partner
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	Chief Executive Officer

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

CURTIS PALMER LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
/s/ Paul Rapisarda Paul Rapisarda		Vice President and Manager	May 18, 2012
/s/ William B. Daniels William B. Daniels		Vice President—Operations and Manager	May 18, 2012
ATLANTIC POWER ENTERPRISES, LLC		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

DADE INVESTMENT, L.P.
By:	NCP DADE POWER, LLC, ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
NCP DADE POWER LLC		General Partner
By:	TETON EAST COAST GENERATION LLC, its sole member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

EPSILON POWER FUNDING, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC POWER HOLDINGS, INC.		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

HARBOR CAPITAL HOLDINGS, LLC
By:	ATLANTIC POWER HOLDINGS, INC., ITS SOLE MEMBER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
ATLANTIC POWER HOLDINGS, INC.		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

LAKE COGEN LTD.
By:	NCP LAKE POWER LLC, ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
NCP LAKE POWER, LLC		General Partner
By:	TETON EAST COAST GENERATION LLC, its sole member
By:	TETON POWER FUNDING, LLC, its sole member

Signature		Title	Date
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President
LAKE INVESTMENT, L.P.		Limited Partner
By:	NCP LAKE POWER LLC, its general partner
By:	TETON EAST COAST GENERATION LLC, its sole member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

LAKE INVESTMENT, L.P.
By:	NCP LAKE POWER, LLC, ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
NCP LAKE POWER, LLC		General Partner
By:	TETON EAST COAST GENERATION LLC, its sole member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

NCP DADE POWER LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON EAST COAST GENERATION, LLC		Sole Member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

NCP GEM LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON EAST COAST GENERATION, LLC		Sole Member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

NCP LAKE POWER LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON EAST COAST GENERATION, LLC		Sole Member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

NCP PASCO LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON EAST COAST GENERATION LLC		Sole Member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

OLYMPIA HYDRO LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON POWER FUNDING, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORLANDO POWER GENERATION I LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON POWER FUNDING, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORLANDO POWER GENERATION II, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON POWER FUNDING, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

PASCO COGEN, LTD.
By:	NCP DADE POWER LLC, ITS GENERAL PARTNER
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
NCP DADE POWER, LLC		General Partner
By:	TETON EAST COAST GENERATION, LLC, its sole member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TETON EAST COAST GENERATION LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON POWER FUNDING, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TETON NEW LAKE, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON EAST COAST GENERATION, LLC		Sole Member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TETON OPERATING SERVICES, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON POWER FUNDING, LLC		Sole Member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TETON POWER FUNDING, LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
ATLANTIC POWER HOLDINGS, INC.		Sole Member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TETON SELKIRK LLC
By:	/s/ Barry E. Welch Barry E. Welch President (Principal Executive Officer and Principal Financial Officer)

Date: May 18, 2012

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Barry Welch and Paul Rapisarda, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto (including post-effective amendments) and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby grants to such attorney-in-fact and agent, full power of authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Barry E. Welch Barry E. Welch		President (Principal Executive Officer and Principal Financial Officer)	May 18, 2012
TETON EAST COAST GENERATION, LLC		Sole Member
By:	TETON POWER FUNDING, LLC, its sole member
By:	ATLANTIC POWER HOLDINGS, INC., its sole member
By:	/s/ Barry E. Welch		May 18, 2012
Name:	Barry E. Welch
Title:	President

EXHIBIT INDEX

Exhibit Number		Exhibit Title
	2.1	Plan of Arrangement of Atlantic Power Corporation, dated as of November 27, 2009 (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	2.2	Arrangement Agreement, dated as of June 20, 2011, among Capital Power Income L.P., CPI Income Services LTD., CPI Investments Inc. and Atlantic Power Corporation (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2011).
	3.1	Articles of Continuance of Atlantic Power Corporation, dated as of June 29, 2010 (incorporated by reference to our registration statement on Form 10-12B filed on July 9, 2010)
	3.2	Atlantic Power Generation, Inc.'s Certificate of Incorporation
	3.3	Atlantic Power Generation, Inc.'s Bylaws
	3.4	Atlantic Power Holdings, Inc.'s Certificate of Incorporation
	3.5	Atlantic Power Holdings, Inc.'s Bylaws
	3.6	Atlantic Power Services Canada GP Inc.'s Articles of Incorporation
	3.7	Atlantic Power Transmission, Inc.'s Amended and Restated Certificate of Incorporation
	3.8	Atlantic Power Transmission, Inc.'s Bylaws
	3.9	Atlantic Power GP Inc.'s Articles of Continuation
	3.10	Atlantic Auburndale, LLC's Certificate of Formation
	3.11	Atlantic Auburndale, LLC's Amendment to Certificate of Formation
	3.12	Atlantic Cadillac Holdings, LLC's Certificate of Formation
	3.13	Atlantic Idaho Wind C, LLC's Certificate of Formation
	3.14	Atlantic Idaho Wind Holdings, LLC's Certificate of Formation
	3.15	Atlantic Piedmont Holdings, LLC's Certificate of Formation
	3.16	Atlantic Power Services, LLC's Certificate of Formation
	3.17	Atlantic Renewables Holdings, LLC's Certificate of Formation
	3.18	Auburndale GP, LLC's Certificate of Formation
	3.19	Auburndale LP, LLC's Certificate of Formation
	3.20	Badger Power Generation I LLC's Certificate of Formation
	3.21	Badger Power Generation II LLC's Certificate of Formation
	3.22	Baker Lake Hydro LLC's Certificate of Formation
	3.23	Curtis Palmer LLC's Certificate of Formation
	3.24	Epsilon Power Funding, LLC's Certificate of Formation
	3.25	Harbor Capital Holdings, LLC's Certificate of Formation
	3.26	NCP Dade Power LLC's Certificate of Formation

1

Exhibit Number		Exhibit Title
	3.27	NCP Gem LLC's Certificate of Formation
	3.28	NCP Lake Power LLC's Certificate of Formation
	3.29	NCP Pasco LLC's Certificate of Formation
	3.30	Olympia Hydro LLC's Certificate of Formation
	3.31	Orlando Power Generation I LLC's Certificate of Formation
	3.32	Orlando Power Generation II LLC's Certificate of Formation
	3.33	Teton East Coast Generation LLC's Certificate of Formation
	3.34	Teton East Coast Generation LLC's Amendment to Certificate of Formation
	3.35	Teton New Lake, LLC's Certificate of Formation
	3.36	Teton Operating Services, LLC's Certificate of Formation
	3.37	Teton Power Funding, LLC's Certificate of Formation
	3.38	Teton Selkirk LLC's Certificate of Formation
	3.39	Teton Selkirk LLC's Amendment to Certificate of Formation
	3.40	Atlantic Power Services Canada LP's Declaration under the Limited Partnership Act (Ontario)
	3.41	Badger Power Associates, L.P.'s Certificate of Limited Partnership
	3.42	Badger Power Associates, L.P.'s First Certificate of Amendment to Certificate of Limited Partnership
	3.43	Badger Power Associates, L.P.'s Second Certificate of Amendment to Certificate of Limited Partnership
	3.44	Atlantic Power Limited Partnership's Declaration under the Limited Partnership Act
	3.45	Dade Investment, L.P.'s Certificate of Limited Partnership
	3.46	Dade Investment, L.P.'s First Certificate of Amendment to Certificate of Limited Partnership
	3.47	Dade Investment, L.P.'s Second Certificate of Amendment to Certificate of Limited Partnership
	3.48	Lake Cogen Ltd.'s Amended and Restated Certificate of Limited Partnership
	3.49	Lake Cogen Ltd.'s First Certificate of Amendment to the Amended and Restated Certificate of Limited Partnership
	3.50	Lake Cogen Ltd.'s Second Certificate of Amendment to the Amended and Restated Certificate of Limited Partnership
	3.51	Lake Cogen Ltd.'s Third Certificate of Amendment to the Amended and Restated Certificate of Limited Partnership
	3.52	Lake Cogen Ltd.'s Fourth Certificate of Amendment to the Amended and Restated Certificate of Limited Partnership
	3.53	Lake Investment, L.P.'s Certificate of Limited Partnership
	3.54	Lake Investment L.P.'s First Certificate of Amendment to Certificate of Limited Partnership

2

Exhibit Number		Exhibit Title
	3.55	Lake Investment L.P.'s Second Certificate of Amendment to Certificate of Limited Partnership
	3.56	Lake Investment L.P.'s Third Certificate of Amendment to Certificate of Limited Partnership
	3.57	Pasco Cogen, Ltd.'s Amended and Restated Certificate of Limited Partnership
	3.58	Pasco Cogen, Ltd.'s Amendment to Amended and Restated Certificate of Limited Partnership
	3.59	Atlantic Power (US) GP's Amended and Restated Statement of Partnership Existence
	3.60	Atlantic Power (US) GP's Amended and Restated Partnership Agreement
	3.61	Atlantic Auburndale, LLC's Limited Liability Company Agreement
	3.62	Atlantic Cadillac Holdings, LLC's Limited Liability Company Agreement
	3.63	Atlantic Idaho Wind C, LLC's Limited Liability Company Agreement
	3.64	Atlantic Idaho Wind Holdings, LLC's Limited Liability Company Agreement
	3.65	Atlantic Piedmont Holdings, LLC's Limited Liability Company Agreement
	3.66	Atlantic Power Services, LLC's Limited Liability Company Agreement
	3.67	Atlantic Renewables Holdings, LLC's Limited Liability Company Agreement
	3.68	Auburndale GP, LLC's Amended and Restated Limited Liability Company Agreement
	3.69	Auburndale LP, LLC's Amended and Restated Limited Liability Company Agreement
	3.70	Badger Power Generation I LLC's Amended and Restated Limited Liability Company Agreement
	3.71	Badger Power Generation II LLC's Amended and Restated Limited Liability Company Agreement
	3.72	Baker Lake Hydro LLC's Amended and Restated Limited Liability Company Agreement
	3.73	Curtis Palmer LLC's Limited Liability Company Agreement
	3.74	Epsilon Power Funding, LLC's Limited Liability Company Agreement
	3.75	Harbor Capital Holdings, LLC's Amended and Restated Limited Liability Company Agreement
	3.76	NCP Dade Power LLC's Amended and Restated Limited Liability Company Agreement
	3.77	NCP Gem LLC's Amended and Restated Limited Liability Company Agreement
	3.78	NCP Lake Power LLC's Amended and Restated Limited Liability Company Agreement
	3.79	NCP Pasco LLC's Amended and Restated Limited Liability Company Agreement
	3.80	Olympia Hydro LLC's Amended and Restated Limited Liability Company Agreement
	3.81	Orlando Power Generation I LLC's Amended and Restated Limited Liability Company Agreement
	3.82	Orlando Power Generation II LLC's Amended and Restated Limited Liability Company Agreement
	3.83	Teton East Coast Generation LLC's Amended and Restated Limited Liability Company Agreement

3

Exhibit Number		Exhibit Title
	3.84	Teton New Lake, LLC's Amended and Restated Limited Liability Company Agreement
	3.85	Teton Operating Services, LLC's Limited Liability Company Agreement
	3.86	Teton Operating Services, LLC's Amendment to Limited Liability Company Agreement
	3.87	Teton Power Funding, LLC's Amended and Restated Limited Liability Company Agreement
	3.88	Teton Selkirk LLC's Amended and Restated Limited Liability Company Agreement
	3.89	Atlantic Power Services Canada LP's First Amended and Restated Agreement of Limited Partnership
	3.90	Badger Power Associates, L.P.'s Amended and Restated Agreement of Limited Partnership
	3.91	Badger Power Associates, L.P.'s First Amendment to the Amended and Restated Agreement of Limited Partnership
	3.92	Atlantic Power Limited Partnership's Amended and Restated Limited Partnership Agreement
	3.93	Dade Investment, L.P.'s Agreement of Limited Partnership
	3.94	Dade Investment, L.P.'s First Amendment to the Agreement of Limited Partnership
	3.95	Dade Investment L.P.'s Second Amendment to the Agreement of Limited Partnership
	3.96	Lake Cogen, Ltd.'s First Amended and Restated Agreement of Limited Partnership
	3.97	Lake Cogen Ltd.'s First Amendment to First Amended and Restated Agreement of Limited Partnership
	3.98	Lake Cogen Ltd.'s Second Amendment to First Amended and Restated Agreement of Limited Partnership
	3.99	Lake Cogen Ltd.'s Third Amendment to First Amended and Restated Agreement of Limited Partnership
	3.100	Lake Cogen Ltd.'s Fourth Amendment to First Amended and Restated Agreement of Limited Partnership
	3.101	Lake Cogen Ltd.'s Fifth Amendment to First Amended and Restated Agreement of Limited Partnership
	3.102	Lake Investment, L.P.'s Agreement of Limited Partnership
	3.103	Lake Investment, L.P.'s First Amendment to Agreement of Limited Partnership
	3.104	Pasco Cogen, Ltd.'s Agreement of Limited Partnership
	3.105	Pasco Cogen, Ltd.'s First Amendment to Agreement of Limited Partnership
	3.106	Pasco Cogen, Ltd.'s Second Amendment to Agreement of Limited Partnership
	3.107	Pasco Cogen, Ltd.'s Third Amendment to Agreement of Limited Partnership
	3.108	Pasco Cogen, Ltd.'s Fourth Amendment to Agreement of Limited Partnership
	3.109	Pasco Cogen, Ltd.'s Fifth Amendment to Agreement of Limited Partnership
	3.110	Pasco Cogen, Ltd.'s Sixth Amendment to Agreement of Limited Partnership
	3.111	Pasco Cogen, Ltd.'s Seventh Amendment to Agreement of Limited Partnership

4

Exhibit Number		Exhibit Title
	3.112	Atlantic Oklahoma Wind, LLC's Certificate of Formation
	3.113	Atlantic Oklahoma Wind, LLC's Limited Liability Company Agreement
	4.1	Form of common share certificate (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	4.2	Trust Indenture, dated as of October 11, 2006 between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	4.3	First Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Secured Debentures, dated November 27, 2009, between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	4.4	Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, dated as of December 17, 2009, between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	4.5	Form of First Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to our registration statement on Form S-1/A (File No. 33-138856) filed on September 27, 2010)
	4.6	Indenture, dated as of November 4, 2011, by and among Atlantic Power Corporation, the Guarantors named therein and Wilmington Trust, National Association (incorporated by reference to our Current Report on Form 8-K filed on November 7, 2011)
	4.7	Form of 9.0% Senior Notes due 2018 (included in Exhibit 4.6)
	4.8	First Supplemental Indenture, dated as of November 5, 2011 (incorporated by reference to our Current Report on Form 8-K filed on November 7, 2011)
	4.9	Second Supplemental Indenture, dated as of November 5, 2011 (incorporated by reference to our Current Report on Form 8-K filed on November 7, 2011)
	5.1	Opinion of Goodwin Procter LLP
	5.2	Opinions of Goodmans LLP
	5.3	Opinion of Leonard, Street and Deinard
	10.1	Credit Agreement dated as of November 18, 2004 among Atlantic Power Holdings, Inc. as Borrower, Bank of Montreal as Administrative Agent, LC issuer and collateral agent and the Other Lenders party thereto, and Harris Nesbitt Corp. as arranger (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	10.2	Employment Agreement, dated as of December 31, 2009 between Atlantic Power Corporation and Barry Welch (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	10.3	Employment Agreement, dated as of December 31, 2009 between Atlantic Power Corporation and Patrick Welch (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)

5

Exhibit Number		Exhibit Title
	10.4	Employment Agreement, dated as of December 31, 2009 between Atlantic Power Corporation and Paul Rapisarda (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	10.5	Deferred Share Unit Plan, dated as of April 24, 2007 of Atlantic Power Corporation (incorporated by reference to our registration statement on Form 10-12B filed on April 13, 2010)
	10.6	Third Amended and Restated Long-Term Incentive Plan (incorporated by reference to our registration statement on Form 10-12B filed on July 9, 2010)
	10.7	Registration Rights Agreement, dated as of November 4, 2011, by and among, Atlantic Power Corporation, the Guarantors listed on Schedule A thereto and Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several Initial Purchasers (incorporated by reference to our Current Report on Form 8-K filed on November 7, 2011)
	12.1	Statement re Computation of Ratios
	16.1	Letter from KPMG LLP, Chartered Accountants, to the Securities and Exchange Commission, dated August 10, 2010 (incorporated by reference to our Current Report on Form 8-K filed on August 10, 2010)
	21.1	Subsidiaries of Atlantic Power Corporation (incorporated by reference to our Annual Report on Form 10-K filed on February 29, 2012)
	23.1	Consent of KPMG (New York)
	23.2	Consent of PricewaterhouseCoopers LLP
	23.3	Consent of KPMG (Toronto)
	23.4	Consent of KPMG (Edmonton)
	23.5	Consent of Goodwin Procter LLP (included in the opinion filed as Exhibit 5.1)
	23.6	Consent of Goodmans LLP (included in the opinions filed as Exhibit 5.2)
	23.7	Consent of Leonard, Street and Deinard (included in the opinion filed as Exhibit 5.3)
	25.1	Statement of Eligibility on Form T-1
	99.1	Form of Letter of Transmittal
	99.2	Form of Letter to Brokers, Dealers
	99.3	Form of Letter to Clients
	101	XBRL

6

EX-3.2

Exhibit 3.2

CERTIFICATE OF INCORPORATION

OF

ATLANTIC POWER GENERATION, INC.

The undersigned, a natural person of full age, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, does hereby adopt the following Certificate of Incorporation:

Article I

The name of this corporation shall be Atlantic Power Generation. Inc. (the “Corporation”).

Article II

The registered office of the Corporation in the State of Delaware is located at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address is the Corporation Service Company.

Article III

The Corporation shall be authorized to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

Article IV

The aggregate number of shares of stock that the Corporation has the authority to issue is 10,000 shares of common stock, each of which shall have a par value of $0.01 per share.

Article V

The Corporation’s Board of Directors shall have the authority to establish more than one class or series of the shares of stock of the Corporation, and the different classes and series shall have such relative powers, preferences and rights, with such designations, qualifications, limitations and restrictions as the Board may by resolution provide.

Article VI

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The foregoing shall not be deemed to eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Delaware General Corporation Law, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to the effective date of this Article VI. If the General Corporation Law of the State of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal of this provision as a matter of law or any modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

Article VII

The Corporation’s Board of Directors is authorized to adopt, amend or repeal the bylaws of the Corporation, but the stockholders may make additional bylaws and may alter or repeal any bylaw whether adopted by them or otherwise.

Article VIII

Election of directors of the Corporation need not be by written ballot.

Article IX

The name and address of the incorporator are:

Barry E. Welch

200 Clarendon Street, 25th Floor

Boston, MA 02116

IN WITNESS WHEREOF, the incorporator has executed this Certificate of Incorporation on November 19, 2009.

INCORPORATOR:

/s/ Barry E. Welch

Barry E. Welch

EX-3.3

Exhibit 3.3

BYLAWS

OF

ATLANTIC POWER GENERATION, INC.

ARTICLE I. NAME AND LOCATION

SECTION 1.The name of this Corporation is Atlantic Power Generation, Inc.

SECTION 2.Its principal office shall be located at 200 Clarendon Street, 25th Floor, Boston, Massachusetts, 02116.

SECTION 3.Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.

ARTICLE II. STOCKHOLDERS MEETINGS

SECTION 1.The Board of Directors shall cause a regular meeting of stockholders to be called and held on notice within 90 days after the end of every fiscal year of the Corporation and as may be required by law. Each regular meeting shall be held on the date and at the time and place determined by the Board of Directors and set forth in the notice of the meeting. At each regular meeting, the stockholders shall elect directors to serve until the next regular meeting of stockholders.

SECTION 2.A special meeting of the stockholders may be called at any time by any person or persons authorized by law to do so, and shall be held on the date and at the time and place fixed by the person calling the meeting.

SECTION 3.Notice of the time and place of all regular and special meetings shall be mailed by the secretary to each stockholder entitled to vote at the last known address of said stockholder as the same appears on the books of the Corporation at least 10 days before the date of all regular and special meetings.

SECTION 4.The President of the Corporation, or, in his absence, a Vice President, if any, shall preside at all such meetings.

SECTION 5.At every such meeting each stockholder shall be entitled to cast one vote for each voting share held in his name, which vote may be cast by him either in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary of the Corporation and by him entered of record in the minutes of the meeting.

SECTION 6.A quorum for the transaction of business at such meetings shall consist of a number of stockholders representing a majority of the voting shares issued and outstanding; but the stockholders present at any meeting, though less than a quorum, may adjourn the meeting to a future time without notice other than an announcement at the meeting.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1.The business and property of the Corporation shall be managed by a board of one or more directors who shall be elected by the stockholders at each regular meeting and shall hold office until their successors are duly elected and qualified. The number of directors to be elected at each regular meeting shall be determined by the directors in advance of the meeting and set forth in the notice thereof, subject to the right of the stockholders, by majority vote taken at the meeting, to change the number of directors to be elected.

SECTION 2.The regular meetings of the Board of Directors shall be held without notice immediately after the adjournment of each regular stockholders meeting.

SECTION 3.Special meetings of the Board of Directors may be called by the President of the Corporation, and in his absence by a Vice President, if any, or by any member of the Board of Directors.

SECTION 4.Notice of all regular and special meetings shall be mailed or telegraphed to each Director by any Director at least 5 days prior to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof.

SECTION 5.A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of a majority of the members of the Board.

SECTION 6.The Directors shall elect the officers of the Corporation and fix their salaries, such election to be held at the Directors meeting following each regular stockholders meeting.

SECTION 7.Vacancies in the Board of Directors may be filled for the unexpired terms by the vote of a majority of the remaining Directors.

ARTICLE IV. OFFICERS

SECTION 1.The Officers of this Corporation shall be a President, two Vice Presidents, a Secretary, and such additional officers as the Board of Directors may from time to time determine, all of whom shall be elected for an indefinite term and shall hold office until their successors are duly elected and qualified. Any two offices, except for President and Vice President, may be held by the same person.

SECTION 2.The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the stockholders and Directors, and shall have general supervision over the affairs of the Corporation and over the other Officers. The President shall execute all bonds, mortgages, and other contracts of the Corporation and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President, if any.

SECTION 3.The Secretary shall issue notices of Directors and stockholders meetings and shall attend and keep the minutes of the same. He shall have charge of all corporate books, records

2

and papers, shall be custodian of the corporate seal (if one is adopted), shall attest with his signature (and impress with the corporate seal, if one is adopted) all share certificates, and shall perform all such other duties as are incident to his office.

SECTION 4.The treasurer shall be the chief financial officer of the Corporation, shall have the custody of all moneys and securities of the Corporation, and shall give bond in such sum and with such sureties as the directors may require, conditioned upon the faithful performance of the duties of his office. He shall keep regular books of account, and shall submit them, together with all his vouchers, receipts, records, and other papers, to the directors for their examination and approval as often as they may require and shall perform all such other duties as are incident to his office.

ARTICLE V. SHARES

SECTION 1.All share certificates shall be signed by the President and the Secretary.

SECTION 2.Transfers of shares shall be made only on the books of the Corporation, and the old certificate properly endorsed shall be surrendered and cancelled before a new certificate is issued.

SECTION 3.In case of loss or destruction of a share certificate, no new certificate shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction and upon the giving of satisfactory security, by bond or otherwise, against loss to the Corporation.

ARTICLE VI. CORPORATE SEAL

This Corporation shall not have a corporate seal.

ARTICLE VII. FISCAL YEAR

The fiscal year of this Corporation shall be as established by the incorporator or the Board of Directors.

ARTICLE VIII. AMENDMENTS

Amendments to these Bylaws may be made by a vote of the Directors representing a majority of the Directors present at any meeting of the Board of Directors, or by the vote of stockholders representing a majority of the stockholders present at any stockholders meeting.

ARTICLE IX. INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a Director or Officer of the Corporation, or is or was serving, or has

3

agreed to serve, at the request of the Corporation, as a Director, Officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom.

Indemnification shall include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article, which undertaking may be accepted without reference to the financial ability of such person to make such repayment.

The Corporation shall not indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation.

The indemnification rights provided in this Article IX shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

The right to indemnification and advancement of expenses provided hereunder shall not be eliminated or impaired by an amendment to this provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative, or investigative actions, suit, or proceeding for which indemnification or advancement of expenses is sought.

Approved and effective as of November 27, 2009

/s/ Patrick J. Welch

Patrick J. Welch, Secretary

[signature page to Bylaws of Atlantic Power Generation, Inc.]

4

EX-3.4

Exhibit 3.4

CERTIFICATE OF INCORPORATION

OF

ATLANTIC POWER HOLDINGS, INC.

The undersigned, a natural person of full age, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, does hereby adopt the following Certificate of Incorporation, which shall effective on November 27, 2009:

Article I

The name of this corporation shall be Atlantic Power Holdings, Inc. (the “Corporation”).

Article II

The registered office of the Corporation in the State of Delaware is located at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address is the Corporation Service Company.

Article III

The Corporation shall be authorized to engage in any lawful act or activity for which corporations may he organized under the General Corporation Law of the State of Delaware.

Article IV

The aggregate number of shares of stock that the Corporation has the authority to issue is 10,000 shares of common stock, each of which shall have a par value of $0.01 per share.

Article V

The Corporation’s Board of Directors shall have the authority to establish more than one class or series of the shares of stock of the Corporation, and the different classes and series shall have such relative powers, preferences and rights, with such designations, qualifications, limitations and restrictions as the Board may by resolution provide.

Article VI

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The foregoing shall not be deemed to eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Delaware General Corporation Law, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to the effective date of this Article

VI. If the General Corporation Law of the State of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal of this provision as a matter of law or any modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

Article VII

The Corporation’s Board of Directors is authorized to adopt, amend or repeal the bylaws of the Corporation, but the stockholders may make additional bylaws and may alter or repeal any bylaw whether adopted by them or otherwise

Article VIII

Election of directors of the Corporation need not be by written ballot.

Article IX

The name and address of the incorporator are:

Barry E. Welch

200 Clarendon Street, 25th Floor

Boston, MA 02116

[signature on following page]

IN WITNESS WHEREOF, the incorporator has executed this Certificate of Incorporation on November 25, 2009, to be effective as of November 27, 2009.

INCORPORATOR:

/s/ Barry E. Welch

Barry E. Welch

[signature page to Certificate of Incorporation of Atlantic Power Holdings, Inc.]

EX-3.5

Exhibit 3.5

BYLAWS

OF

ATLANTIC POWER HOLDINGS, INC.

ARTICLE I. NAME AND LOCATION

SECTION 1.The name of this Corporation is Atlantic Power Holdings, Inc.

SECTION 2.Its principal office shall be located at 200 Clarendon Street, 25th Floor, Boston, Massachusetts, 02116.

SECTION 3.Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.

ARTICLE II. STOCKHOLDERS MEETINGS

SECTION 1.The Board of Directors shall cause a regular meeting of stockholders to be called and held on notice within 90 days after the end of every fiscal year of the Corporation and as may be required by law. Each regular meeting shall be held on the date and at the time and place determined by the Board of Directors and set forth in the notice of the meeting. At each regular meeting, the stockholders shall elect directors to serve until the next regular meeting of stockholders.

SECTION 2.A special meeting of the stockholders may be called at any time by any person or persons authorized by law to do so, and shall be held on the date and at the time and place fixed by the person calling the meeting.

SECTION 3.Notice of the time and place of all regular and special meetings shall be mailed by the secretary to each stockholder entitled to vote at the last known address of said stockholder as the same appears on the books of the Corporation at least 10 days before the date of all regular and special meetings.

SECTION 4.The President of the Corporation, or, in his absence, a Vice President, if any, shall preside at all such meetings.

SECTION 5.At every such meeting each stockholder shall be entitled to cast one vote for each voting share held in his name, which vote may be cast by him either in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary of the Corporation and by him entered of record in the minutes of the meeting.

SECTION 6.A quorum for the transaction of business at such meetings shall consist of a number of stockholders representing a majority of the voting shares issued and outstanding; but the stockholders present at any meeting, though less than a quorum, may adjourn the meeting to a future time without notice other than an announcement at the meeting.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1.The business and property of the Corporation shall be managed by a board of one or more directors who shall be elected by the stockholders at each regular meeting and shall hold office until their successors are duly elected and qualified. The number of directors to be elected at each regular meeting shall be determined by the directors in advance of the meeting and set forth in the notice thereof, subject to the right of the stockholders, by majority vote taken at the meeting, to change the number of directors to be elected.

SECTION 2.The regular meetings of the Board of Directors shall be held without notice immediately after the adjournment of each regular stockholders meeting.

SECTION 3.Special meetings of the Board of Directors may be called by the President of the Corporation, and in his absence by a Vice President, if any, or by any member of the Board of Directors.

SECTION 4.Notice of all regular and special meetings shall be mailed or telegraphed to each Director by any Director at least 5 days prior to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof.

SECTION 5.A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of a majority of the members of the Board.

SECTION 6.The Directors shall elect the officers of the Corporation and fix their salaries, such election to be held at the Directors meeting following each regular stockholders meeting.

SECTION 7.Vacancies in the Board of Directors may be filled for the unexpired terms by the vote of a majority of the remaining Directors.

ARTICLE IV. OFFICERS

SECTION 1.The Officers of this Corporation shall be a President, two Vice Presidents, a Secretary, and such additional officers as the Board of Directors may from time to time determine, all of whom shall be elected for an indefinite term and shall hold office until their successors are duly elected and qualified. Any two offices, except for President and Vice President, may be held by the same person.

SECTION 2.The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the stockholders and Directors, and shall have general supervision over the affairs of the Corporation and over the other Officers. The President shall execute all bonds, mortgages, and other contracts of the Corporation and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President, if any.

SECTION 3.The Secretary shall issue notices of Directors and stockholders meetings and shall attend and keep the minutes of the same. He shall have charge of all corporate books, records

2

and papers, shall be custodian of the corporate seal (if one is adopted), shall attest with his signature (and impress with the corporate seal, if one is adopted) all share certificates, and shall perform all such other duties as are incident to his office.

SECTION 4.The treasurer shall be the chief financial officer of the Corporation, shall have the custody of all moneys and securities of the Corporation, and shall give bond in such sum and with such sureties as the directors may require, conditioned upon the faithful performance of the duties of his office. He shall keep regular books of account, and shall submit them, together with all his vouchers, receipts, records, and other papers, to the directors for their examination and approval as often as they may require and shall perform all such other duties as are incident to his office.

ARTICLE V. SHARES

SECTION 1.All share certificates shall be signed by the President and the Secretary.

SECTION 2.Transfers of shares shall be made only on the books of the Corporation, and the old certificate properly endorsed shall be surrendered and cancelled before a new certificate is issued.

SECTION 3.In case of loss or destruction of a share certificate, no new certificate shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction and upon the giving of satisfactory security, by bond or otherwise, against loss to the Corporation.

ARTICLE VI. CORPORATE SEAL

This Corporation shall not have a corporate seal.

ARTICLE VII. FISCAL YEAR

The fiscal year of this Corporation shall be as established by the incorporator or the Board of Directors.

ARTICLE VIII. AMENDMENTS

Amendments to these Bylaws may be made by a vote of the Directors representing a majority of the Directors present at any meeting of the Board of Directors, or by the vote of stockholders representing a majority of the stockholders present at any stockholders meeting.

ARTICLE IX. INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a Director or Officer of the Corporation, or is or was serving, or has

3

agreed to serve, at the request of the Corporation, as a Director, Officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom.

Indemnification shall include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article, which undertaking may be accepted without reference to the financial ability of such person to make such repayment.

The Corporation shall not indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation.

The indemnification rights provided in this Article IX shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

The right to indemnification and advancement of expenses provided hereunder shall not be eliminated or impaired by an amendment to this provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative, or investigative actions, suit, or proceeding for which indemnification or advancement of expenses is sought.

Approved and effective as of November 27, 2009

/s/ Patrick J. Welch

Patrick J. Welch, Secretary

[signature page to Bylaws of Atlantic Power Holdings, Inc.]

4

EX-3.6

Exhibit 3.6

ATLANTIC POWER SERVICES CANADA GP INC.

(THE “COMPANY”)

ARTICLES

INDEX

1.	INTERPRETATION		1
	1.1	Definitions	1
2.	SHARES AND SHARE CERTIFICATES		1
	2.1	Authorized Share Structure	1
	2.2	Form of Share Certificate	1
	2.3	Shareholder Entitled to Certificate or Acknowledgement	1
	2.4	Delivery by Mail	2
	2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement	2
	2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement	2
	2.7	Splitting Share Certificates	2
	2.8	Certificate Fee	2
	2.9	Recognition of Trusts	3
3.	ISSUE OF SHARES		3
	3.1	Directors Authorized	3
	3.2	Commissions and Discounts	3
	3.3	Brokerage	3
	3.4	Conditions of Issue	3
	3.5	Share Purchase Warrants and Rights	3
4.	SHARE REGISTERS		4
	4.1	Central Securities Register	4
	4.2	Closing Register	4
5.	SHARE TRANSFERS		4
	5.1	Registering Transfers	4
	5.2	Form of Instrument of Transfer	4
	5.3	Transferor Remains Shareholder	4
	5.4	Signing of Instrument of Transfer	4
	5.5	Enquiry as to Title Not Required	5
	5.6	Transfer Fee	5
6.	TRANSMISSION OF SHARES		5
	6.1	Legal Personal Representative Recognized on Death	5
	6.2	Rights of Legal Personal Representative	5
7.	PURCHASE OF SHARES		5
	7.1	Company Authorized to Purchase Shares	5
	7.2	Purchase When Insolvent	5
	7.3	Sale and Voting of Purchased Shares	5
8.	BORROWING POWERS		6
9.	ALTERATIONS		6
	9.1	Alteration of Authorized Share Structure	6
	9.2	Special Rights and Restrictions	6
	9.3	Change of Name	7
	9.4	Other Alterations	7

10.	MEETINGS OF SHAREHOLDERS		7
	10.1	Annual General Meetings	7
	10.2	Resolution Instead of Annual General Meeting	7
	10.3	Calling of Meetings of Shareholders	7
	10.4	Notice for Meetings of Shareholders	7
	10.5	Record Date for Notice	7
	10.6	Record Date for Voting	8
	10.7	Failure to Give Notice and Waiver of Notice	8
	10.8	Notice of Special Business at Meetings of Shareholders	8
11.	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS		8
	11.1	Special Business	8
	11.2	Special Majority	9
	11.3	Quorum	9
	11.4	One Shareholder May Constitute Quorum	9
	11.5	Other Persons May Attend	9
	11.6	Requirement of Quorum	9
	11.7	Lack of Quorum	9
	11.8	Lack of Quorum at Succeeding Meeting	10
	11.9	Chair	10
	11.10	Selection of Alternate Chair	10
	11.11	Adjournments	10
	11.12	Notice of Adjourned Meeting	10
	11.13	Decisions by Show of Hands or Poll	10
	11.14	Declaration of Result	10
	11.15	Motion Need Not be Seconded	11
	11.16	Casting Vote	11
	11.17	Manner of Taking Poll	11
	11.18	Demand for Poll on Adjournment	11
	11.19	Chair Must Resolve Dispute	11
	11.20	Casting of Votes	11
	11.21	Demand for Poll	11
	11.22	Demand for Poll Not to Prevent Continuance of Meeting	11
	11.23	Retention of Ballots and Proxies	11
12.	VOTES OF SHAREHOLDERS		12
	12.1	Number of Votes by Shareholder or by Shares	12
	12.2	Votes of Persons in Representative Capacity	12
	12.3	Votes by Joint Holders	12
	12.4	Legal Personal Representatives as Joint Shareholders	12
	12.5	Representative of a Corporate Shareholder	12
	12.6	Proxy Provisions Do Not Apply to All Companies	13
	12.7	Appointment of Proxy Holders	13
	12.8	Alternate Proxy Holders	13
	12.9	When Proxy Holder Need Not Be Shareholder	13
	12.10	Deposit of Proxy	13
	12.11	Validity of Proxy Vote	14
	12.12	Form of Proxy	14
	12.13	Revocation of Proxy	14
	12.14	Revocation of Proxy Must Be Signed	14
	12.15	Production of Evidence of Authority to Vote	15

II

13.	DIRECTORS		15
	13.1	First Directors; Number of Directors	15
	13.2	Change in Number of Directors	15
	13.3	Directors’ Acts Valid Despite Vacancy	15
	13.4	Qualifications of Directors	15
	13.5	Remuneration of Directors	15
	13.6	Reimbursement of Expenses of Directors	16
	13.7	Special Remuneration for Directors	16
	13.8	Gratuity, Pension or Allowance on Retirement of Director	16
14.	ELECTION AND REMOVAL OF DIRECTORS		16
	14.1	Election at Annual General Meeting	16
	14.2	Consent to be a Director	16
	14.3	Failure to Elect or Appoint Directors	16
	14.4	Places of Retiring Directors Not Filled	17
	14.5	Directors May Fill Casual Vacancies	17
	14.6	Remaining Directors Power to Act	17
	14.7	Shareholders May Fill Vacancies	17
	14.8	Additional Directors	17
	14.9	Ceasing to be a Director	17
	14.10	Removal of Director by Shareholders	18
	14.11	Removal of Director by Directors	18
15.	ALTERNATE DIRECTORS		18
	15.1	Appointment of Alternate Director	18
	15.2	Notice of Meetings	18
	15.3	Alternate for More Than One Director Attending Meetings	18
	15.4	Consent Resolutions	19
	15.5	Alternate Director Not an Agent	19
	15.6	Revocation of Appointment of Alternate Director	19
	15.7	Ceasing to be an Alternate Director	19
	15.8	Remuneration and Expenses of Alternate Director	19
16.	POWERS AND DUTIES OF DIRECTORS		19
	16.1	Powers of Management	19
	16.2	Appointment of Attorney of Company	19
17.	DISCLOSURE OF INTEREST OF DIRECTORS		20
	17.1	Obligation to Account for Profits	20
	17.2	Restrictions on Voting by Reason of Interest	20
	17.3	Interested Director Counted in Quorum	20
	17.4	Disclosure of Conflict of Interest or Property	20
	17.5	Director Holding Other Office in the Company	20
	17.6	No Disqualification	20
	17.7	Professional Services by Director or Officer	20
	17.8	Director or Officer in Other Corporations	20
18.	PROCEEDINGS OF DIRECTORS		21
	18.1	Meetings of Directors	21
	18.2	Voting at Meetings	21
	18.3	Chair of Meetings	21
	18.4	Meetings by Telephone or Other Communications Medium	21
	18.5	Calling of Meetings	21
	18.6	Notice of Meetings	21
	18.7	When Notice Not Required	22

III

	18.8	Meeting Valid Despite Failure to Give Notice	22
	18.9	Waiver of Notice of Meetings	22
	18.10	Quorum	22
	18.11	Validity of Acts Where Appointment Defective	22
	18.12	Consent Resolutions in Writing	22
19.	EXECUTIVE AND OTHER COMMITTEES		22
	19.1	Appointment and Powers of Executive Committee	22
	19.2	Appointment and Powers of Other Committees	23
	19.3	Obligations of Committees	23
	19.4	Powers of Board	23
	19.5	Committee Meetings	23
20.	OFFICERS		24
	20.1	Directors May Appoint Officers	24
	20.2	Functions, Duties and Powers of Officers	24
	20.3	Qualifications	24
	20.4	Remuneration and Terms of Appointment	24
21.	INDEMNIFICATION		24
	21.1	Definitions	24
	21.2	Mandatory Indemnification of Directors and Former Directors	25
	21.3	Indemnification of Other Persons	25
	21.4	Non-Compliance with Business Corporations Act	25
	21.5	Company May Purchase Insurance	25
22.	DIVIDENDS		25
	22.1	Payment of Dividends Subject to Special Rights	25
	22.2	Declaration of Dividends	25
	22.3	No Notice Required	25
	22.4	Record Date	26
	22.5	Manner of Paying Dividend	26
	22.6	Settlement of Difficulties	26
	22.7	When Dividend Payable	26
	22.8	Dividends to be Paid in Accordance with Number of Shares	26
	22.9	Receipt by Joint Shareholders	26
	22.10	Dividend Bears No Interest	26
	22.11	Fractional Dividends	26
	22.12	Payment of Dividends	26
	22.13	Capitalization of Surplus	27
23.	DOCUMENTS, RECORDS AND REPORTS		27
	23.1	Recording of Financial Affairs	27
	23.2	Inspection of Accounting Records	27
24.	NOTICES		27
	24.1	Method of Giving Notice	27
	24.2	Deemed Receipt of Mailing	28
	24.3	Certificate of Sending	28
	24.4	Notice to Joint Shareholders	28
	24.5	Notice to Trustees	28
25.	SEAL		28
	25.1	Who May Attest Seal	28
	25.2	Sealing Copies	28
	25.3	Mechanical Reproduction of Seal	29

IV

26.	PROHIBITIONS		29
	26.1	Definitions	29
	26.2	Application	29
	26.3	Consent Required for Transfer of Shares or Designated Securities	30

V

Incorporation No. BC 0916552

ATLANTIC POWER SERVICES CANADA GP INC.

(the “Company”)

ARTICLES

The Company has as its articles the following articles:

1.INTERPRETATION

1.1Definitions

In these Articles, unless the context otherwise requires:

(a)“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

(b)“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(c)“legal personal representative” means the personal or other legal representative of the shareholder;

(d)“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

(e)“seal” means the seal of the Company, if any.

1.2Business Corporations Act and Interpretation ActDefinitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2.SHARES AND SHARE CERTIFICATES

2.1Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3Shareholder Entitled to Certificate or Acknowledgement

Each shareholder is entitled, without charge, to:

(a)one share certificate representing the shares of each class or series of shares registered in the shareholder’s name, or

(b)a non-transferable written acknowledgement of the shareholder’s right to obtain such a share certificate;

provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all.

2.4Delivery by Mail

Any share certificate or non-transferable written acknowledgement of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgement, as the case may be, and on such other terms, if any, as they think fit:

(a)order the share certificate or acknowledgement, as the case may be, to be cancelled; and

(b)issue a replacement share certificate or acknowledgement, as the case may be.

2.6Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement

If a share certificate or a non-transferable written acknowledgement of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgement, as the case may be, must be issued to the person entitled to that share certificate or acknowledgement, as the case may be, if the directors receive:

(a)proof satisfactory to them that the share certificate or acknowledgement is lost, stolen or destroyed; and

(b)any indemnity the directors consider adequate.

2.7Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2

2.9Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3.ISSUE OF SHARES

3.1Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(a)consideration is provided to the Company for the issue of the share by one or more of the following:

(i)                   past services performed for the Company;

(ii)                  property;

(iii)                 money; and

(b)the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

3

4.SHARE REGISTERS

4.1Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2Closing Register

The Company must not at any time close its central securities register.

5.SHARE TRANSFERS

5.1Registering Transfers

A transfer of a share of the Company must not be registered unless:

(a)a duly signed instrument of transfer in respect of the share has been received by the Company;

(b)if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

(c)if a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgement has been surrendered to the Company.

5.2Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

5.3          Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4          Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgements deposited with the instrument of transfer:

(a)in the name of the person named as transferee in that instrument of transfer; or

(b)if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

4

5.5Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgement of a right to obtain a share certificate for such shares.

5.6Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6.TRANSMISSION OF SHARES

6.1Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7.PURCHASE OF SHARES

7.1Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a)the Company is insolvent; or

(b)making the payment or providing the consideration would render the Company insolvent.

7.3Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a)is not entitled to vote the share at a meeting of its shareholders;

5

(b)must not pay a dividend in respect of the share; and

(c)must not make any other distribution in respect of the share.

8.BORROWING POWERS

The Company, if authorized by the directors, may:

(a)borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

(b)issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

(c)guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(d)mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9.ALTERATIONS

9.1Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by special resolution:

(a)create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b)increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(c)subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(d)if the Company is authorized to issue shares of a class of shares with par value:

(i)decrease the par value of those shares; or

(ii)if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(e)change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(f)alter the identifying name of any of its shares; or

(g)otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

6

(a)create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(b)vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3Change of Name

The Company may by special resolution authorize an alteration of its Notice of Articles in order to change its name.

9.4Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a)if and for so long as the Company is a public company, 21 days;

(b)otherwise, 10 days.

10.5Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders

7

under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a)if and for so long as the Company is a public company, 21 days;

(b)otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.8Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a)state the general nature of the special business; and

(b)if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(i)at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(ii)during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11.PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1Special Business

At a meeting of shareholders, the following business is special business:

(a)at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(b)at an annual general meeting, all business is special business except for the following:

(i)business relating to the conduct of or voting at the meeting;

(ii)consideration of any financial statements of the Company presented to the meeting;

(iii)consideration of any reports of the directors or auditor;

8

(iv)the setting or changing of the number of directors;

(v)the election or appointment of directors;

(vi)the appointment of an auditor;

(vii)the setting of the remuneration of an auditor;

(viii)business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(ix)any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(a)the quorum is one person who is, or who represents by proxy, that shareholder, and

(b)that shareholder, present in person or by proxy, may constitute the meeting.

11.5Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a)in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(b)in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

9

11.8Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(a)the chair of the board, if any; or

(b)if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

10

11.15Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(a)the poll must be taken:

(i)at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(ii)in the manner, at the time and at the place that the chair of the meeting directs;

(b)the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(c)the demand for the poll may be withdrawn by the person who demanded it.

11.18Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

11

12.VOTES OF SHAREHOLDERS

12.1Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(a)on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(b)on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(a)any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(b)if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a)for that purpose, the instrument appointing a representative must:

(i)be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(ii)be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(b)if a representative is appointed under this Article 12.5:

(i)the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation

12

could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(ii)the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a)the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(b)the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(c)the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10Deposit of Proxy

A proxy for a meeting of shareholders must:

(a)be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b)unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

13

12.11Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a)at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(b)by the chair of the meeting, before the vote is taken.

12.12Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[Name of Company]

(the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], a proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder):

Signed:
	(month/day/year)
(Signature of shareholder)
(Name of shareholder—printed)

12.13Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(a)received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(b)provided, at the meeting, to the chair of the meeting.

12.14Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(a)if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(b)if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

14

12.15Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13.DIRECTORS

13.1First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(a)subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company’s first directors;

(b)if the Company is a public company, the greater of three and the most recently set of:

(i)the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(ii)the number of directors set under Article 14.4;

(c)if the Company is not a public company, the most recently set of:

(i)the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(ii)the number of directors set under Article 14.4.

13.2Change in Number of Directors

If the number of directors is set under Articles 13.1(b)(i) or 13.1(c)(i):

(a)the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(b)if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

15

13.6Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(a)the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(b)all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

14.2Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(a)that individual consents to be a director in the manner provided for in the Business Corporations Act;

(b)that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(c)with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3Failure to Elect or Appoint Directors

If:

(a)the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(b)the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

16

then each director then in office continues to hold office until the earlier of:

(c)the date on which his or her successor is elected or appointed; and

(d)the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(a)one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(b)in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(a), but is eligible for re-election or re-appointment.

14.9Ceasing to be a Director

A director ceases to be a director when:

(a)the term of office of the director expires;

(b)the director dies;

17

(c)the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(d)the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15.ALTERNATE DIRECTORS

15.1Appointment of Alternate Director

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(a)will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

(b)has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(c)will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(d)has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

18

15.4Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(a)his or her appointor ceases to be a director and is not promptly re-elected or re- appointed;

(b)the alternate director dies;

(c)the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(d)the alternate director ceases to be qualified to act as a director; or

(e)his or her appointor revokes the appointment of the alternate director.

15.8Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16.POWERS AND DUTIES OF DIRECTORS

16.1Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

19

17.DISCLOSURE OF INTEREST OF DIRECTORS

17.1Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any

20

remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18.PROCEEDINGS OF DIRECTORS

18.1Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(a)the chair of the board, if any;

(b)in the absence of the chair of the board, the president, if any, if the president is a director; or

(c)any other director chosen by the directors if:

(i)neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(ii)neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(iii)the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

21

18.7When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(a)the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(b)the director or alternate director, as the case may be, has waived notice of the meeting.

18.8Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19.EXECUTIVE AND OTHER COMMITTEES

19.1Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

22

(a)the power to fill vacancies in the board of directors;

(b)the power to remove a director;

(c)the power to change the membership of, or fill vacancies in, any committee of the directors; and

(d)such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

19.2Appointment and Powers of Other Committees

The directors may, by resolution:

(a)appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(b)delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:

(i)the power to fill vacancies in the board of directors;

(ii)the power to remove a director;

(iii)the power to change the membership of, or fill vacancies in, any committee of the directors; and

(iv)the power to appoint or remove officers appointed by the directors; and

(c)make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(a)conform to any rules that may from time to time be imposed on it by the directors; and

(b)report every act or thing done in exercise of those powers at such times as the directors may require.

19.4Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(a)revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(b)terminate the appointment of, or change the membership of, the committee; and

(c)fill vacancies in the committee.

19.5Committee Meetings

Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(a)the committee may meet and adjourn as it thinks proper;

(b)the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding

23

the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(c)a majority of the members of the committee constitutes a quorum of the committee; and

(d)questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20.OFFICERS

20.1Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2Functions, Duties and Powers of Officers

The directors may, for each officer:

(a)determine the functions and duties of the officer;

(b)entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(c)revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21.INDEMNIFICATION

21.1Definitions

In this Article 21:

(a)“eligible penalty” means a judgement, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(b)“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(i)is or may be joined as a party; or

24

(ii)is or may be liable for or in respect of a judgement, penalty or fine in, or expenses related to, the proceeding;

(c)“expenses” has the meaning set out in the Business Corporations Act.

21.2Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a)is or was a director, alternate director, officer, employee or agent of the Company;

(b)is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(c)at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(d)at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22.DIVIDENDS

22.1Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

25

22.4Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a)set the value for distribution of specific assets;

(b)determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(c)vest any such specific assets in trustees for the persons entitled to the dividend.

22.7When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10Dividend Bears No Interest

No dividend bears interest against the Company.

22.11Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the

26

amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23.DOCUMENTS, RECORDS AND REPORTS

23.1Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24.NOTICES

24.1Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a)mail addressed to the person at the applicable address for that person as follows:

(i)for a record mailed to a shareholder, the shareholder’s registered address;

(ii)for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(iii)in any other case, the mailing address of the intended recipient;

(b)delivery at the applicable address for that person as follows, addressed to the person:

(i)for a record delivered to a shareholder, the shareholder’s registered address;

(ii)for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(iii)in any other case, the delivery address of the intended recipient;

(c)sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(d)sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(e)physical delivery to the intended recipient.

27

24.2Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a)mailing the record, addressed to them:

(i)by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(ii)at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(b)if an address referred to in paragraph (a)(i) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25.SEAL

25.1Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(a)any two directors;

(b)any officer, together with any director;

(c)if the Company only has one director, that director; or

(d)any one or more directors or officers or persons as may be determined by the directors.

25.2Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

28

25.3Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26.PROHIBITIONS

26.1Definitions

In this Article 26:

(a)“designated security” means:

(i)a voting security of the Company;

(ii)a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(iii)a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(b)“security” has the meaning assigned in the Securities Act (British Columbia);

(c)“voting security” means a security of the Company that:

(i)is not a debt security, and

(ii)carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

29

26.3Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

Full name and signature of each Incorporator	Date of Signing
/s/ Linda Chinn	July 27, 2011
Linda Chinn

30

EX-3.7

Exhibit 3.7

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ATLANTIC POWER TRANSMISSION, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Atlantic Power Transmission, Inc., a corporation organized and existing under the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1.That the name of this corporation is Atlantic Power Transmission, Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on November 20, 2009;

2.That the Board of Directors of this corporation and its sole stockholder duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its sole stockholder, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

Article I

The name of this corporation shall be Atlantic Power Transmission, Inc. (the “Corporation”)

Article II

The registered office of the Corporation in the State of Delaware is located at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address is the Corporation Service Company.

Article III

The Corporation shall be authorized to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

Article IV

The aggregate number of shares of all classes of capital stock which the Corporation shall have authority to issue is 50,000 shares, consisting of (i) 30,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), and (ii) 20,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). The Corporation’s Board of Directors shall have the authority to establish more than one class or series of the shares of Preferred Stock of the Corporation, and the different classes and series shall have such relative powers, preferences and rights, with such designations, qualifications, limitations and restrictions as the Board of Directors may by resolution provide.

The following is a statement of the designations, qualifications, limitations and restrictions, and the powers, privileges and rights, in respect of each current class of capital stock of the Corporation.

A.Common Stock

1.General. The dividend and liquidation rights of the holders of the Common Stock are subject to and qualified in all respects by the rights, powers and preferences of the holders of the Preferred Stock.

2.Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders and written actions in lieu of meetings.

B.Designation of Rights and Preferences of Series A Preferred Stock

Of the authorized Preferred Stock of the Corporation, 10,000 shares are hereby designated “Series A Preferred Stock,” with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:

1.Definitions. For purposes of the Series A Preferred Stock, in addition to those terms otherwise defined herein, the following terms shall have the meanings indicated:

(a)“Acquisition” means any consolidation or merger of the Corporation with or into any other Person, or any other corporate reorganization, in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the Corporation’s voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation’s voting power is transferred.

(b)“Asset Transfer” means any sale, lease, or other disposition of all or substantially all of the assets of the Corporation in one transaction or a series of related transactions, other than in the ordinary course of business.

(c)“Board of Directors” means the Board of Directors of the Corporation.

(d)“Liquidation Event” means any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any Acquisition or Asset Transfer, unless the

2

holders of two-thirds of the then outstanding shares of Series A Preferred Stock, by vote or written consent, elect not to treat such event as a Liquidation Event.

(e)“Original Issue Date” means the first date on which shares of the Series A Preferred Stock are issued.

(f)“Original Issue Price” means $14,600.43 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.

(g)“Person” means any natural person or individual, corporation, business trust, association, limited liability company, partnership, joint venture, or any other entity, government, or agency.

2.Dividends.

(a)Holders of the Series A Preferred Stock are entitled to receive out of the funds of the Corporation when and if legally available therefor, cumulative cash dividends at the annual rate of six percent (6%) of the Original Issue Price for each share of Series A Preferred Stock, payable at least annually, but otherwise at the discretion of the Board of Directors (and, in the case of any accrued but unpaid dividends, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Dividends on the Series A Preferred Stock will be cumulative from the Original Issue Date, accruing and compounding annually to the extent not paid, whether or not there shall be funds of the Corporation legally available for the payment of such dividends when due and whether or not such dividends are authorized or declared Holders of shares of Series A Preferred Stock shall not he entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided.

(b)So long as any shares of the Series A Preferred Stock are outstanding, no dividends (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock or other Preferred Stock ranking junior to the Series A Preferred Stock in all respects, including as to dividends and upon liquidation, dissolution or winding up) shall be declared or paid or set apart for payment and no other distribution shall be declared or made or set apart for payment, in each case upon the Common Stock or any other Preferred Stock of the Corporation ranking junior to the Series A Preferred Stock as to dividends or upon liquidation, dissolution or winding up, nor shall any Common Stock nor any other capital stock of the Corporation ranking junior to the Series A Preferred Stock as to dividends or upon liquidation, dissolution or winding up be redeemed, purchased or otherwise acquired for any consideration by the Corporation.

3.Liquidation Preference of Series A Preferred Stock. In the event of a Liquidation Event, each holder of the Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholder, whether such assets are capital, surplus, or earnings, before any payment or declaration and setting aside for payment of any amount shall be made in respect of the Common Stock or any other class or series of the Preferred Stock having a liquidation preference junior to the Series A Preferred Stock, an amount equal to the Original Issue Price for each share of Series A Preferred Stock held by such holder, plus all

3

accumulated, unpaid dividends on such Series A Preferred Stock. Following such payment, the Series A Preferred Stock shall not participate in any further distribution of the remaining assets of the Corporation available for distribution to its stockholder, if any.

4.Voting Rights. Unless otherwise required by the General Corporation Law, holders of the Series A Preferred Stock shall not have any voting rights.

Article V

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The foregoing shall not be deemed to eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to November 20, 2009, the original effective date of this Article V. If the General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law. Any repeal of this provision as a matter of law or any modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

Article VI

The Board of Directors is authorized to adopt, amend or repeal the bylaws of the Corporation, but the stockholders may make additional bylaws and may alter or repeal any bylaw whether adopted by them or otherwise.

Article VII

Election of directors of the Corporation need not be by written ballot.

[Remainder of Page Intentionally Blank]

4

EX-3.8

Exhibit 3.8

BYLAWS

OF

ATLANTIC POWER TRANSMISSION, INC.

ARTICLE I. NAME AND LOCATION

SECTION 1.The name of this Corporation is Atlantic Power Transmission, Inc.

SECTION 2.Its principal office shall be located at 200 Clarendon Street, 25th Floor, Boston, Massachusetts, 02116.

SECTION 3.Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.

ARTICLE II. STOCKHOLDERS MEETINGS

SECTION 1.The Board of Directors shall cause a regular meeting of stockholders to be called and held on notice within 90 days after the end of every fiscal year of the Corporation and as may be required by law. Each regular meeting shall be held on the date and at the time and place determined by the Board of Directors and set forth in the notice of the meeting. At each regular meeting, the stockholders shall elect directors to serve until the next regular meeting of stockholders.

SECTION 2.A special meeting of the stockholders may be called at any time by any person or persons authorized by law to do so, and shall be held on the date and at the time and place fixed by the person calling the meeting.

SECTION 3.Notice of the time and place of all regular and special meetings shall be mailed by the secretary to each stockholder entitled to vote at the last known address of said stockholder as the same appears on the books of the Corporation at least 10 days before the date of all regular and special meetings.

SECTION 4.The President of the Corporation, or, in his absence, a Vice President, if any, shall preside at all such meetings.

SECTION 5.At every such meeting each stockholder shall be entitled to cast one vote for each voting share held in his name, which vote may be cast by him either in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary of the Corporation and by him entered of record in the minutes of the meeting.

SECTION 6.A quorum for the transaction of business at such meetings shall consist of a number of stockholders representing a majority of the voting shares issued and outstanding; but the stockholders present at any meeting, though less than a quorum, may adjourn the meeting to a future time without notice other than an announcement at the meeting.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1.The business and property of the Corporation shall be managed by a board of one or more directors who shall be elected by the stockholders at each regular meeting and shall hold office until their successors are duly elected and qualified. The number of directors to be elected at each regular meeting shall be determined by the directors in advance of the meeting and set forth in the notice thereof, subject to the right of the stockholders, by majority vote taken at the meeting, to change the number of directors to be elected.

SECTION 2.The regular meetings of the Board of Directors shall be held without notice immediately after the adjournment of each regular stockholders meeting.

SECTION 3.Special meetings of the Board of Directors may be called by the President of the Corporation, and in his absence by a Vice President, if any, or by any member of the Board of Directors.

SECTION 4.Notice of all regular and special meetings shall be mailed or telegraphed to each Director by any Director at least 5 days prior to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof.

SECTION 5.A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of a majority of the members of the Board.

SECTION 6.The Directors shall elect the officers of the Corporation and fix their salaries, such election to be held at the Directors meeting following each regular stockholders meeting.

SECTION 7.Vacancies in the Board of Directors may be filled for the unexpired terms by the vote of a majority of the remaining Directors.

ARTICLE IV. OFFICERS

SECTION 1.The Officers of this Corporation shall be a President, two Vice Presidents, a Secretary, and such additional officers as the Board of Directors may from time to time determine, all of whom shall be elected for an indefinite term and shall hold office until their successors are duly elected and qualified. Any two offices, except for President and Vice President, may be held by the same person.

SECTION 2.The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the stockholders and Directors, and shall have general supervision over the affairs of the Corporation and over the other Officers. The President shall execute all bonds, mortgages, and other contracts of the Corporation and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President, if any.

SECTION 3.The Secretary shall issue notices of Directors and stockholders meetings and shall attend and keep the minutes of the same. He shall have charge of all corporate books, records

2

and papers, shall be custodian of the corporate seal (if one is adopted), shall attest with his signature (and impress with the corporate seal, if one is adopted) all share certificates, and shall perform all such other duties as are incident to his office.

SECTION 4.The treasurer shall be the chief financial officer of the Corporation, shall have the custody of all moneys and securities of the Corporation, and shall give bond in such sum and with such sureties as the directors may require, conditioned upon the faithful performance of the duties of his office. He shall keep regular books of account, and shall submit them, together with all his vouchers, receipts, records, and other papers, to the directors for their examination and approval as often as they may require and shall perform all such other duties as are incident to his office.

ARTICLE V. SHARES

SECTION 1.All share certificates shall be signed by the President and the Secretary.

SECTION 2.Transfers of shares shall be made only on the books of the Corporation, and the old certificate properly endorsed shall be surrendered and cancelled before a new certificate is issued.

SECTION 3.In case of loss or destruction of a share certificate, no new certificate shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction and upon the giving of satisfactory security, by bond or otherwise, against loss to the Corporation.

ARTICLE VI. CORPORATE SEAL

This Corporation shall not have a corporate seal.

ARTICLE VII. FISCAL YEAR

The fiscal year of this Corporation shall be as established by the incorporator or the Board of Directors.

ARTICLE VIII. AMENDMENTS

Amendments to these Bylaws may be made by a vote of the Directors representing a majority of the Directors present at any meeting of the Board of Directors, or by the vote of stockholders representing a majority of the stockholders present at any stockholders meeting.

ARTICLE IX. INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a Director or Officer of the Corporation, or is or was serving, or has

3

agreed to serve, at the request of the Corporation, as a Director, Officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom.

Indemnification shall include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article, which undertaking may be accepted without reference to the financial ability of such person to make such repayment.

The Corporation shall not indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation.

The indemnification rights provided in this Article IX shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

The right to indemnification and advancement of expenses provided hereunder shall not be eliminated or impaired by an amendment to this provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative, or investigative actions, suit, or proceeding for which indemnification or advancement of expenses is sought.

[signature on following page]

4

Approved and effective as of November 27, 2009

/s/ Patrick J. Welch

Patrick J. Welch, Secretary

[signature page to Bylaws of Atlantic Power Transmission, Inc.]

5

EX-3.9

Exhibit 3.9

CPI INCOME SERVICES LTD.

(the “Company”)

ARTICLES OF CONTINUATION

INDEX

1.	INTERPRETATION		1
	1.1	Definitions	1
2.	SHARES AND SHARE CERTIFICATES		1
	2.1	Authorized Share Structure	1
	2.2	Form of Share Certificate	1
	2.3	Shareholder Entitled to Certificate or Acknowledgement	1
	2.4	Delivery by Mail	2
	2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement	2
	2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement	2
	2.7	Splitting Share Certificates	2
	2.8	Certificate Fee	2
	2.9	Recognition of Trusts	3
3.	ISSUE OF SHARES		3
	3.1	Directors Authorized	3
	3.2	Commissions and Discounts	3
	3.3	Brokerage	3
	3.4	Conditions of Issue	3
	3.5	Share Purchase Warrants and Rights	3
4.	SHARE REGISTERS		4
	4.1	Central Securities Register	4
	4.2	Closing Register	4
5.	SHARE TRANSFERS		4
	5.1	Registering Transfers	4
	5.2	Form of Instrument of Transfer	4
	5.3	Transferor Remains Shareholder	4
	5.4	Signing of Instrument of Transfer	4
	5.5	Enquiry as to Title Not Required	5
	5.6	Transfer Fee	5
6.	TRANSMISSION OF SHARES		5
	6.1	Legal Personal Representative Recognized on Death	5
	6.2	Rights of Legal Personal Representative	5
7.	PURCHASE OF SHARES		5
	7.1	Company Authorized to Purchase Shares	5
	7.2	Purchase When Insolvent	5
	7.3	Sale and Voting of Purchased Shares	5
8.	BORROWING POWERS		6
9.	ALTERATIONS		6
	9.1	Alteration of Authorized Share Structure	6
	9.2	Special Rights and Restrictions	6
	9.3	Change of Name	7
	9.4	Other Alterations	7

10.	MEETINGS OF SHAREHOLDERS		7
	10.1	Annual General Meetings	7
	10.2	Resolution Instead of Annual General Meeting	7
	10.3	Calling of Meetings of Shareholders	7
	10.4	Notice for Meetings of Shareholders	7
	10.5	Record Date for Notice	7
	10.6	Record Date for Voting	8
	10.7	Failure to Give Notice and Waiver of Notice	8
	10.8	Notice of Special Business at Meetings of Shareholders	8
11.	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS		8
	11.1	Special Business	8
	11.2	Special Majority	9
	11.3	Quorum	9
	11.4	One Shareholder May Constitute Quorum	9
	11.5	Other Persons May Attend	9
	11.6	Requirement of Quorum	9
	11.7	Lack of Quorum	9
	11.8	Lack of Quorum at Succeeding Meeting	9
	11.9	Chair	10
	11.10	Selection of Alternate Chair	10
	11.11	Adjournments	10
	11.12	Notice of Adjourned Meeting	10
	11.13	Decisions by Show of Hands or Poll	10
	11.14	Declaration of Result	10
	11.15	Motion Need Not be Seconded	10
	11.16	Casting Vote	11
	11.17	Manner of Taking Poll	11
	11.18	Demand for Poll on Adjournment	11
	11.19	Chair Must Resolve Dispute	11
	11.20	Casting of Votes	11
	11.21	Demand for Poll	11
	11.22	Demand for Poll Not to Prevent Continuance of Meeting	11
	11.23	Retention of Ballots and Proxies	11
12.	VOTES OF SHAREHOLDERS		12
	12.1	Number of Votes by Shareholder or by Shares	12
	12.2	Votes of Persons in Representative Capacity	12
	12.3	Votes by Joint Holders	12
	12.4	Legal Personal Representatives as Joint Shareholders	12
	12.5	Representative of a Corporate Shareholder	12
	12.6	Proxy Provisions Do Not Apply to All Companies	13
	12.7	Appointment of Proxy Holders	13
	12.8	Alternate Proxy Holders	13
	12.9	When Proxy Holder Need Not Be Shareholder	13
	12.10	Deposit of Proxy	13
	12.11	Validity of Proxy Vote	14
	12.12	Form of Proxy	14
	12.13	Revocation of Proxy	14
	12.14	Revocation of Proxy Must Be Signed	14
	12.15	Production of Evidence of Authority to Vote	15

II

13.	DIRECTORS		15
	13.1	First Directors; Number of Directors	15
	13.2	Change in Number of Directors	15
	13.3	Directors’ Acts Valid Despite Vacancy	15
	13.4	Qualifications of Directors	15
	13.5	Remuneration of Directors	16
	13.6	Reimbursement of Expenses of Directors	16
	13.7	Special Remuneration for Directors	16
	13.8	Gratuity, Pension or Allowance on Retirement of Director	16
14.	ELECTION AND REMOVAL OF DIRECTORS		16
	14.1	Election at Annual General Meeting	16
	14.2	Consent to be a Director	16
	14.3	Failure to Elect or Appoint Directors	16
	14.4	Places of Retiring Directors Not Filled	17
	14.5	Directors May Fill Casual Vacancies	17
	14.6	Remaining Directors Power to Act	17
	14.7	Shareholders May Fill Vacancies	17
	14.8	Additional Directors	17
	14.9	Ceasing to be a Director	18
	14.10	Removal of Director by Shareholders	18
	14.11	Removal of Director by Directors	18
15.	ALTERNATE DIRECTORS		18
	15.1	Appointment of Alternate Director	18
	15.2	Notice of Meetings	18
	15.3	Alternate for More Than One Director Attending Meetings	18
	15.4	Consent Resolutions	19
	15.5	Alternate Director Not an Agent	19
	15.6	Revocation of Appointment of Alternate Director	19
	15.7	Ceasing to be an Alternate Director	19
	15.8	Remuneration and Expenses of Alternate Director	19
16.	POWERS AND DUTIES OF DIRECTORS		19
	16.1	Powers of Management	19
	16.2	Appointment of Attorney of Company	20
17.	DISCLOSURE OF INTEREST OF DIRECTORS		20
	17.1	Obligation to Account for Profits	20
	17.2	Restrictions on Voting by Reason of Interest	20
	17.3	Interested Director Counted in Quorum	20
	17.4	Disclosure of Conflict of Interest or Property	20
	17.5	Director Holding Other Office in the Company	20
	17.6	No Disqualification	20
	17.7	Professional Services by Director or Officer	21
	17.8	Director or Officer in Other Corporations	21
18.	PROCEEDINGS OF DIRECTORS		21
	18.1	Meetings of Directors	21
	18.2	Voting at Meetings	21
	18.3	Chair of Meetings	21
	18.4	Meetings by Telephone or Other Communications Medium	21
	18.5	Calling of Meetings	22
	18.6	Notice of Meetings	22
	18.7	When Notice Not Required	22

III

	18.8	Meeting Valid Despite Failure to Give Notice	22
	18.9	Waiver of Notice of Meetings	22
	18.10	Quorum	22
	18.11	Validity of Acts Where Appointment Defective	22
	18.12	Consent Resolutions in Writing	22
19.	EXECUTIVE AND OTHER COMMITTEES		23
	19.1	Appointment and Powers of Executive Committee	23
	19.2	Appointment and Powers of Other Committees	23
	19.3	Obligations of Committees	23
	19.4	Powers of Board	23
	19.5	Committee Meetings	24
20.	OFFICERS		24
	20.1	Directors May Appoint Officers	24
	20.2	Functions, Duties and Powers of Officers	24
	20.3	Qualifications	24
	20.4	Remuneration and Terms of Appointment	24
21.	INDEMNIFICATION		25
	21.1	Definitions	25
	21.2	Mandatory Indemnification of Directors and Former Directors	25
	21.3	Indemnification of Other Persons	25
	21.4	Non-Compliance with Business Corporations Act	25
	21.5	Company May Purchase Insurance	25
22.	DIVIDENDS		26
	22.1	Payment of Dividends Subject to Special Rights	26
	22.2	Declaration of Dividends	26
	22.3	No Notice Required	26
	22.4	Record Date	26
	22.5	Manner of Paying Dividend	26
	22.6	Settlement of Difficulties	26
	22.7	When Dividend Payable	26
	22.8	Dividends to be Paid in Accordance with Number of Shares	26
	22.9	Receipt by Joint Shareholders	27
	22.10	Dividend Bears No Interest	27
	22.11	Fractional Dividends	27
	22.12	Payment of Dividends	27
	22.13	Capitalization of Surplus	27
23.	DOCUMENTS, RECORDS AND REPORTS		27
	23.1	Recording of Financial Affairs	27
	23.2	Inspection of Accounting Records	27
24.	NOTICES		27
	24.1	Method of Giving Notice	27
	24.2	Deemed Receipt of Mailing	28
	24.3	Certificate of Sending	28
	24.4	Notice to Joint Shareholders	28
	24.5	Notice to Trustees	28
25.	SEAL		29
	25.1	Who May Attest Seal	29
	25.2	Sealing Copies	29
	25.3	Mechanical Reproduction of Seal	29

IV

26.	PROHIBITIONS		29
	26.1	Definitions	29
	26.2	Application	30
	26.3	Consent Required for Transfer of Shares or Designated Securities	30
27.	SPECIAL RIGHTS AND RESTRICTIONS		30
	27.1	Common Shares	30
	27.2	First Preferred Shares	30

V

Incorporation No. C0924851

CPI INCOME SERVICES LTD.
(the “Company”)

ARTICLES OF CONTINUATION

The Company has as its articles the following articles:

1.INTERPRETATION

1.1Definitions

In these Articles, unless the context otherwise requires:

(a)“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

(b)“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(c)“legal personal representative” means the personal or other legal representative of the shareholder;

(d)“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

(e)“seal” means the seal of the Company, if any.

1.2Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2.SHARES AND SHARE CERTIFICATES

2.1Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3Shareholder Entitled to Certificate or Acknowledgement

Each shareholder is entitled, without charge, to:

ARTICLES OF CONTINUATION OF CPI INCOME SERVICES LTD.

(a)one share certificate representing the shares of each class or series of shares registered in the shareholder’s name, or

(b)a non-transferable written acknowledgement of the shareholder’s right to obtain such a share certificate;

provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all.

2.4Delivery by Mail

Any share certificate or non-transferable written acknowledgement of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgement, as the case may be, and on such other terms, if any, as they think fit:

(a)order the share certificate or acknowledgement, as the case may be, to be cancelled; and

(b)issue a replacement share certificate or acknowledgement, as the case may be.

2.6Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement

If a share certificate or a non-transferable written acknowledgement of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgement, as the case may be, must be issued to the person entitled to that share certificate or acknowledgement, as the case may be, if the directors receive:

(a)proof satisfactory to them that the share certificate or acknowledgement is lost, stolen or destroyed; and

(b)any indemnity the directors consider adequate.

2.7Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2

2.9Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3.ISSUE OF SHARES

3.1Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until is fully paid. A share is fully paid when:

(a)consideration is provided to the Company for the issue of the share by one or more of the following:

(i)past services performed for the Company;

(ii)property;

(iii)money; and

(b)the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

3

4.SHARE REGISTERS

4.1Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2Closing Register

The Company must not at any time close its central securities register.

5.SHARE TRANSFERS

5.1Registering Transfers

A transfer of a share of the Company must not be registered unless:

(a)a duly signed instrument of transfer in respect of the share has been received by the Company;

(b)if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

(c)if a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgement has been surrendered to the Company.

5.2Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

5.3Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgements deposited with the instrument of transfer:

(a)in the name of the person named as transferee in that instrument of transfer; or

(b)if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

4

5.5Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgement of a right to obtain a share certificate for such shares.

5.6Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6.TRANSMISSION OF SHARES

6.1Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7.PURCHASE OF SHARES

7.1Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a)the Company is insolvent; or

(b)making the payment or providing the consideration would render the Company insolvent.

7.3Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a)is not entitled to vote the share at a meeting of its shareholders;

5

(b)must not pay a dividend in respect of the share; and

(c)must not make any other distribution in respect of the share.

8.BORROWING POWERS

The Company, if authorized by the directors, may from time to time:

(a)in such amounts and on such terms as it deems expedient charge, mortgage, hypothecate or pledge all or any of the currently owned or subsequently acquired real or personal, movable or immovable, property of the Company, including book debts, rights, powers, franchises and undertaking, to secure any debt obligations or any money borrowed, or other debt or liability of the Company; and

(b)delegate to such one or more of the directors and officers of the Company as may be designated by the board all or any of the powers conferred on the board above to such extent and in such manner as the board shall determine at the time of each such delegation.

9.ALTERATIONS

9.1Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by special resolution:

(a)create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b)increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(c)subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(d)if the Company is authorized to issue shares of a class of shares with par value:

(i)decrease the par value of those shares; or

(ii)if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(e)change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(f)alter the identifying name of any of its shares; or

(g)otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

(a)create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(b)vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

6

9.3Change of Name

The Company may by special resolution authorize an alteration of its Notice of Articles in order to change its name.

9.4Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

10.MEETINGS OF SHAREHOLDERS

10.1Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a)if and for so long as the Company is a public company, 21 days;

(b)otherwise, 10 days.

10.5Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a)if and for so long as the Company is a public company, 21 days;

(b)otherwise, 10 days.

7

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.8Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a)state the general nature of the special business; and

(b)if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(i)at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(ii)during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11.PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1Special Business

At a meeting of shareholders, the following business is special business:

(a)at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(b)at an annual general meeting, all business is special business except for the following:

(i)business relating to the conduct of or voting at the meeting;

(ii)consideration of any financial statements of the Company presented to the meeting;

(iii)consideration of any reports of the directors or auditor;

(iv)the setting or changing of the number of directors;

(v)the election or appointment of directors;

(vi)the appointment of an auditor;

(vii)the setting of the remuneration of an auditor;

8

(viii)business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(ix)any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(a)the quorum is one person who is, or who represents by proxy, that shareholder, and

(b)that shareholder, present in person or by proxy, may constitute the meeting.

11.5Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a)in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(b)in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

9

11.9Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(a)the chair of the board, if any; or

(b)if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

10

11.16Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17      Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(a)the poll must be taken:

(i)at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(ii)in the manner, at the time and at the place that the chair of the meeting directs;

(b)the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(c)the demand for the poll may be withdrawn by the person who demanded it.

11.18    Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20      Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21      Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22      Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23      Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

11

12.VOTES OF SHAREHOLDERS

12.1Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(a)on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(b)on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(a)any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(b)if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a)for that purpose, the instrument appointing a representative must:

(i)be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(ii)be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(b)if a representative is appointed under this Article 12.5:

(i)the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation

12

could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(ii)the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a)the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(b)the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(c)the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10Deposit of Proxy

A proxy for a meeting of shareholders must:

(a)be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b)unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

13

12.11Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a)at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(b)by the chair of the meeting, before the vote is taken.

12.12Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[Name of Company]

(the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], a proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder):

Signed:
	(month/day/year)
(Signature of shareholder)
(Name of shareholder—printed)

12.13Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(a)received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(b)provided, at the meeting, to the chair of the meeting.

12.14Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(a)if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(b)if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

14

12.15      Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13.          DIRECTORS

13.1        First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(a)subject to paragraphs (b) and (c), the number of directors shall consist of such number of directors, being a minimum of one (1) director and a maximum of ten (10) directors, as may from time to time be determined by resolution of the board of directors. Subject to the foregoing, the directors may, between annual general meetings, appoint one or more additional directors of the Company to serve until the next annual general meeting but the number of additional directors shall not at any time exceed one-third (1/3) of the number of directors who held office at expiration of the last annual meeting;

(b)if the Company is a public company, the greater of three and the most recently set of:

(i)the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(ii)the number of directors set under Article 14.4;

(c)if the Company is not a public company, the most recently set of:

(i)the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(ii)the number of directors set under Article 14.4.

13.2Change in Number of Directors

If the number of directors is set under Articles 13.1(b)(i) or 13.1(c)(i):

(a)the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(b)if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4        Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

15

13.5Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14.ELECTION AND REMOVAL OF DIRECTORS

14.1Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(a)the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(b)all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

14.2Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(a)that individual consents to be a director in the manner provided for in the Business Corporations Act;

(b)that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(c)with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3        Failure to Elect or Appoint Directors

If:

16

(a)the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(b)the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(c)the date on which his or her successor is elected or appointed; and

(d)the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(a)one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(b)in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

17

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(a), but is eligible for re-election or re-appointment.

14.9Ceasing to be a Director

A director ceases to be a director when:

(a)the term of office of the director expires;

(b)the director dies;

(c)the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(d)the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15.ALTERNATE DIRECTORS

15.1Appointment of Alternate Director

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(a)will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

18

(b)has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(c)will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(d)has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(a)his or her appointor ceases to be a director and is not promptly re-elected or re- appointed;

(b)the alternate director dies;

(c)the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(d)the alternate director ceases to be qualified to act as a director; or

(e)his or her appointor revokes the appointment of the alternate director.

15.8Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16.POWERS AND DUTIES OF DIRECTORS

16.1Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

19

16.2Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17.DISCLOSURE OF INTEREST OF DIRECTORS

17.1Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

20

17.7Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18.PROCEEDINGS OF DIRECTORS

18.1Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2Voting at Meetings

At all meetings of the board every question shall be decided by a majority of the votes cast on the question; and in case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.

18.3Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(a)the chair of the board, if any;

(b)in the absence of the chair of the board, the president, if any, if the president is a director; or

(c)any other director chosen by the directors if:

(i)neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(ii)neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(iii)the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a

21

manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, notice of meetings of the board shall be given to each director not less than 48 hours before the time when the meeting is to be held, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(a)the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(b)the director or alternate director, as the case may be, has waived notice of the meeting.

18.8Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in

22

two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19.EXECUTIVE AND OTHER COMMITTEES

19.1Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(a)the power to fill vacancies in the board of directors;

(b)the power to remove a director;

(c)the power to change the membership of, or fill vacancies in, any committee of the directors; and

(d)such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

19.2Appointment and Powers of Other Committees

The directors may, by resolution:

(a)appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(b)delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:

(i)the power to fill vacancies in the board of directors;

(ii)the power to remove a director;

(iii)the power to change the membership of, or fill vacancies in, any committee of the directors; and

(iv)the power to appoint or remove officers appointed by the directors; and

(c)make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(a)conform to any rules that may from time to time be imposed on it by the directors; and

(b)report every act or thing done in exercise of those powers at such times as the directors may require.

19.4Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

23

(a)revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(b)terminate the appointment of, or change the membership of, the committee; and

(c)fill vacancies in the committee.

19.5Committee Meetings

Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(a)the committee may meet and adjourn as it thinks proper;

(b)the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(c)a majority of the members of the committee constitutes a quorum of the committee; and

(d)questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20.OFFICERS

20.1Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2Functions, Duties and Powers of Officers

The directors may, for each officer:

(a)determine the functions and duties of the officer;

(b)entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(c)revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

24

21.INDEMNIFICATION

21.1Definitions

In this Article 21:

(a)“eligible penalty” means a judgement, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(b)“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(i)is or may be joined as a party; or

(ii)is or may be liable for or in respect of a judgement, penalty or fine in, or expenses related to, the proceeding;

(c)“expenses” has the meaning set out in the Business Corporations Act.

21.2Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a)is or was a director, alternate director, officer, employee or agent of the Company;

(b)is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(c)at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(d)at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

25

22.DIVIDENDS

22.1Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a)set the value for distribution of specific assets;

(b)determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(c)vest any such specific assets in trustees for the persons entitled to the dividend.

22.7When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

26

22.9Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10Dividend Bears No Interest

No dividend bears interest against the Company.

22.11Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23.DOCUMENTS, RECORDS AND REPORTS

23.1Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24.NOTICES

24.1Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a)mail addressed to the person at the applicable address for that person as follows:

(i)for a record mailed to a shareholder, the shareholder’s registered address;

27

(ii)for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(iii)in any other case, the mailing address of the intended recipient;

(b)delivery at the applicable address for that person as follows, addressed to the person:

(i)for a record delivered to a shareholder, the shareholder’s registered address;

(ii)for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(iii)in any other case, the delivery address of the intended recipient;

(c)sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(d)sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(e)physical delivery to the intended recipient.

24.2 Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a)mailing the record, addressed to them:

(i)by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(ii)at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

28

(b)if an address referred to in paragraph (a)(i) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25.SEAL

25.1Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(a)any two directors;

(b)any officer, together with any director;

(c)if the Company only has one director, that director; or

(d)any one or more directors or officers or persons as may be determined by the directors.

25.2Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26.PROHIBITIONS

26.1Definitions

In this Article 26:

(a)“designated security” means:

(i)a voting security of the Company;

(ii)a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

29

(iii)a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(b)“security” has the meaning assigned in the Securities Act (British Columbia);

(c)“voting security” means a security of the Company that:

(i)is not a debt security, and

(ii)carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Designated Securities

No share in the capital of the Company shall be transferred without the express consent of the directors of the Company expressed by the votes of a majority of the directors of the Company at a meeting of the board or by an instrument or instruments in writing signed by all of the directors.

27. SPECIAL RIGHTS AND RESTRICTIONS

27.1 Common Shares

The rights, privileges, restrictions and conditions attaching to the Common Shares are as follows:

(a)Payment of Dividends:  The holders of the Common Shares shall be entitled to receive dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors may from time to time determine. Subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to or rateably with the holders of the Common Shares, the board of directors may in their sole discretion declare dividends on the Common Shares to the exclusion of any other class of shares of the Company.

(b)Participation upon Liquidation, Dissolution or Winding-Up:  In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Common Shares shall, subject to the rights of the holders of any other class of shares of the Company entitled to receive the assets of the Company upon such a distribution in priority to or rateably with the holders of the Common Shares, be entitled to participate rateably in any distribution of the assets of the Company.

(c)Voting Rights:  The holders of the Common Shares shall be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Company and to one (1) vote in respect of each Common Share held at all such meetings.

27.2First Preferred Shares

(a)Series:  The First Preferred Shares may at any time and from time to time be issued in one or more series. Subject to the provisions of this clause (a), the board of directors may from time to time fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series of First Preferred Shares, including, without

30

limiting the generality of the foregoing, the rate, amount or method of calculation of dividends thereon, the time and place of payment of dividends thereon, the conditions for and the terms and conditions of any purchase for cancellation, retraction or redemption thereof, conversion or exchange rights (if any), and whether into or for securities of the Company or otherwise, voting rights attached thereto (if any), the terms and conditions of any share purchase or retirement plan or sinking fund, and restrictions on the payment of dividends on any shares other than First Preferred Shares or payment in respect of capital on any shares in the capital of the Company or creation or issue of debt or equity securities.

(b)Ranking of the First Preferred Shares:  The First Preferred Shares of each series shall rank on a parity with the First Preferred Shares of every other series with respect to declared or accumulated dividends and return of capital. The First Preferred Shares shall be entitled to a preference over the Common Shares and over any other shares of the Company ranking junior to the First Preferred Shares with respect to priority in the payment of dividends and in the distribution of assets of the Company in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs. If any declared or cumulative dividends or amounts payable on a return of capital are not paid in full, the First Preferred Shares of all series shall participate rateably in respect of such dividends, including accumulations, if any, in accordance with the sums that would be payable on such shares if all such dividends were declared and paid in full, and in respect of any repayment of capital in accordance with the sums that would be payable on such repayment of capital if all sums so payable were paid in full; provided, however, that in the event of there being insufficient assets to satisfy in full all such clams as aforesaid, the claims of the holders of the First Preferred Shares with respect to repayment of capital shall first be paid and satisfied and any assets remaining thereafter shall be applied towards payment in satisfaction of claims in respect of dividends. The First Preferred Shares of any series may also be given such other preferences not inconsistent with clauses (a) to (e) hereof over any other shares ranking junior to the First Preferred Shares as may be determined in the case of such series of First Preferred Shares.

(c)Voting Rights:  Except as hereinafter referred to or as required by law or in accordance with any voting rights which may from time to time be attached to any series of First Preferred Shares, the holders of First Preferred Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the Company.

(d)Changes to Class Rights:  The rights, privileges, restrictions and conditions attaching to the First Preferred Shares as a class may be added to, changed or removed but only with the approval of the holders of the First Preferred Shares given as herein specified.

(e)Approval of Changes to Class Rights:  The rights, privileges, restrictions and conditions attaching to the First Preferred Shares as a class as provided herein and as may be provided from time to time may be repealed, altered, modified, amended or amplified or otherwise varied only with the approval of the holders of the First Preferred Shares given in such manner as may then be required by law, subject to a minimum requirement that such approval be given by two-thirds of the votes cast at a meeting of holders of First Preferred Shares duly called for such purpose and held upon at least twenty-one (21) days’ notice at which a quorum is present comprising at least two persons present holding or representing by proxy at least fifty (50%) of the outstanding First Preferred Shares. If any such quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be adjourned to a date being not less than ten (10) days later and at such time and place as may be appointed by the chairman at which a quorum shall be comprised of that number for holders of First Preferred Shares present in person or by proxy. The formalities to be observed with respect to giving of notice of any such meeting or adjourned

31

meeting and the conduct thereof shall be those which may from time to time be prescribed by the Articles of the Company with respect to meetings of shareholders. On every vote taken at every such meeting or adjourned meeting each holder of a First Preferred Share shall be entitled to one vote in respect of each First Preferred Share held.

[SIGNATURE PAGE TO FOLLOW]

32

Full name and signature of Director	Date of Signing
/s/ Barry E. Welch		November 9, 2011
Director

Date and Time: January 27, 2012 01:58 PM Pacific Time

Mailing Address:
PO BOX 9431 Stn Prov Govt.
Victoria BC V8W 9V3
www.corporateonline.gov.bc.ca Location:
2nd Floor - 940 Blanshard St.
Victoria BC
250 356-8626

Notice of Alteration

FORM 11

BUSINESS CORPORATIONS ACT
Section 257

Filed Date and Time:	January 27, 2012 01:57 PM Pacific Time
Alteration Date and Time:	Notice of Articles Altered on January 27, 2012 01:57 PM Pacific Time

NOTICE OF ALTERATION

Incorporation Number:	Name of Company:
C0924851	CPI INCOME SERVICES LTD.
Name Reservation Number:	Name Reserved:
NR4894788	ATLANTIC POWER GP INC.

ALTERATION EFFECTIVE DATE:

The alteration is to take effect at the time that this application is filed with the Registrar.

CHANGE OF NAME OF COMPANY

From:	To:
CPI INCOME SERVICES LTD.	ATLANTIC POWER GP INC.

1

Date and Time: January 27, 2012 01:59 PM Pacific Time

Mailing Address:
PO BOX 9431 Stn Prov Govt.
Victoria BC V8W 9V3
www.corporateonline.gov.bc.ca Location:
2nd Floor - 940 Blanshard St.
Victoria BC
250 356-8626

Notice of Articles

BUSINESS CORPORATIONS ACT

This Notice of Articles was issued by the Registrar on: January 27, 2012 01:57 PM Pacific Time

Incorporation Number:              C0924851

Recognition Date and Time:   Continued into British Columbia on November 9, 2011 01:22 PM Pacific Time

NOTICE OF ARTICLES

Name of Company:
ATLANTIC POWER GP INC.
REGISTERED OFFICE INFORMATION
Mailing Address:	Delivery Address:
#1900 - 355 BURRARD STREET	#1900 - 355 BURRARD STREET
VANCOUVER BC V6C 2G8	VANCOUVER BC V6C 2G8
CANADA	CANADA
RECORDS OFFICE INFORMATION
Mailing Address:	Delivery Address:
#1900 - 355 BURRARD STREET	#1900 - 355 BURRARD STREET
VANCOUVER BC V6C 2G8	VANCOUVER BC V6C 2G8
CANADA	CANADA

1

DIRECTOR INFORMATION
Last Name, First Name, Middle Name:
WELCH, BARRY
Mailing Address:	Delivery Address:
200 CLARENDON STREET, FLOOR 25	200 CLARENDON STREET, FLOOR 25
BOSTON MA 02116	BOSTON MA 02116
UNITED STATES	UNITED STATES
Last Name, First Name, Middle Name:
RAPISARDA, PAUL
Mailing Address:	Delivery Address:
200 CLARENDON STREET, FLOOR 25	200 CLARENDON STREET, FLOOR 25
BOSTON MA 02116	BOSTON MA 02116
UNITED STATES	UNITED STATES

AUTHORIZED SHARE STRUCTURE

1.	No Maximum	COMMON Shares	Without Par Value
			With Special Rights or Restrictions attached
2.	No Maximum	FIRST PREFERRED Shares	Without Par Value
			With Special Rights or Restrictions attached

2

DUPLICATE

Number: C0924851

CERTIFICATE

OF

CHANGE OF NAME

BUSINESS CORPORATIONS ACT

I Hereby Certify that CPI INCOME SERVICES LTD. changed its name to ATLANTIC POWER GP INC. on January 27, 2012 at 01:57 PM Pacific Time.

	Issued under my hand at Victoria, British Columbia On January 27, 2012
	/s/ Ron Townshend
	RON TOWNSHEND Registrar of Companies Province of British Columbia Canada

EX-3.10

Exhibit 3.10

CERTIFICATE OF FORMATION

OF

ATLANTIC AUBURNDALE, LLC

This Certificate of Formation of ATLANTIC AUBURNDALE, LLC, dated November 7, 2008, is being duly executed and filed by Mitchell D. Carroll, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

FIRST:The name of the limited liability company is:

ATLANTIC AUBURNDALE, LLC

SECOND:The address of the registered office of the limited liability company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, New Castle County and the registered agent for service of process on the limited liability company at such address is The Corporation Trust Company.

/s/ Mitchell D. Carroll

Mitchell D. Carroll

Authorized Person

EX-3.11

Exhibit 3.11

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.Name of Limited Liability Company: ATLANTIC AUBURNDALE, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows: Strike out the statement relating to the limited liability company’s registered office and registered agent and substitute in lieu thereof the following statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 27 day of January, A.D. 2008.

By:	/s/ Barry E. Welch
	Authorized Person(s)
Name:	Barry E. Welch
	Print or Type

EX-3.12

Exhibit 3.12

CERTIFICATE OF FORMATION

OF

ATLANTIC CADILLAC HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Atlantic Cadillac Holdings, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904

Executed on October 15, 2010

/s/ David S. Ezrilov

David S. Ezrilov

Authorized Person

EX-3.13

Exhibit 3.13

CERTIFICATE OF FORMATION

OF

ATLANTIC IDAHO WIND C, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Atlantic Idaho Wind C, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904

Executed on June 24, 2010

/s/ David S. Ezrilov

David S. Ezrilov

EX-3.14

Exhibit 3.14

CERTIFICATE OF FORMATION

OF

ATLANTIC IDAHO WIND HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Atlantic Idaho Wind Holdings, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904

Executed on June 24, 2010

/s/ David S. Ezrilov

David S. Ezrilov

EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

ATLANTIC PIEDMONT HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Atlantic Piedmont Holdings, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904

Executed on October 6, 2010

/s/ David S. Ezrilov

David S. Ezrilov

EX-3.16

Exhibit 3.16

CERTIFICATE OF FORMATION

OF

ATLANTIC POWER SERVICES, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Atlantic Power Services, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904

Executed on July 25, 2011

/s/ David S. Ezrilov

David S. Ezrilov

EX-3.17

Exhibit 3.17

CERTIFICATE OF FORMATION

OF

ATLANTIC RENEWABLES HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Atlantic Renewables Holdings, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

Executed on March 27, 2009
	/s/ Tammie Ptacek
	Tammie Ptacek

EX-3.18

Exhibit 3.18

CERTIFICATE OF FORMATION

OF

AUBURNDALE GP, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that:

1. The name of the limited liability company is Auburndale GP, LLC.

2. The address of the registered office and the name and address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Rd., Suite 400, County of New Castle, Wilmington, DE 19808.

Executed on July 1, 2003.
	/s/ Kitina Nahinu
	Kitina Nahinu, Authorized Person

EX-3.19

Exhibit 3.19

CERTIFICATE OF FORMATION

OF

AUBURNDALE LP, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that:

1. The name of the limited liability company is Auburndale LP, LLC.

2. The address of the registered office and the name and address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Rd., Suite 400, County of New Castle, Wilmington, DE 19808.

Executed on July 1, 2003.
	/s/ Kitina Nahinu
	Kitina Nahinu, Authorized Person

EX-3.20

Exhibit 3.20

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is Badger Power Generation I LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 11:58 p.m. Eastern Standard Time on the 10th day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Badger Power Generation I LLC this 10th day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.21

Exhibit 3.21

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is Badger Power Generation II LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 11:58 p.m. Eastern Standard Time on the 10th day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Badger Power Generation II LLC this 10th day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.22

Exhibit 3.22

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is Baker Lake Hydro LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 11:58 p.m. Eastern Standard Time on the 24th day of February, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Baker Lake Hydro LLC this 24th day of February, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

OF

CURTIS PALMER LLC

1.               The name of the limited liability company is Curtis Palmer LLC (the “Company”).

2.               The name and address of the Company’s registered agent and registered office in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801.

3.               This Certificate of Formation shall be effective upon the date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on September 28, 2007.

By:	/s/ William Wright
Name:	William Wright
	Assistant Corporate Secretary

EX-3.24

Exhibit 3.24

CERTIFICATE OF FORMATION

OF

EPSILON POWER FUNDING, LLC

The undersigned, for the purpose of forming a limited liability company under the Limited Liability Company Act of the State of Delaware (the LLC Act), certifies:

FIRST: The name of the limited liability company is Epsilon Power Funding, LLC (hereinafter referred to as the Company).

SECOND: The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at that address is Corporation Service Company.

WITNESS my signature this 17th day of August, 2004.

/s/ Alexa Luzania

Alexa Luzania

Authorized Person

EX-3.25

Exhibit 3.25

CERTIFICATE OF FORMATION

OF

HARBOR CAPITAL HOLDINGS, LLC

This Certificate of Formation of Harbor Capital Holdings, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company in accordance with the Limited Liability Company Act of the State of Delaware.

1.The name of the limited liability company is:

Harbor Capital Holdings, LLC

2.The address of the registered office of the Company in Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, DE 19904, County of Kent. The Company’s registered agent at that address is National Registered Agents, Inc.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of August 9, 2005.

/s/ Kyle W.Drefkc

Kyle W.Drefkc

Authorized Person

EX-3.26

Exhibit 3.26

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is NCP Dade Power LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 11:58 p.m. Eastern Standard Time on the 1st day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NCP Dade Power LLC this 1st day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.27

Exhibit 3.27

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is NCP Gem LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 4:30 p.m. Eastern Standard Time on the 11th day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NCP Gem LLC this 11th day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.28

Exhibit 3.28

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is NCP Lake Power LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 4:30 p.m. Eastern Standard Time on the 11th day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NCP Lake Power LLC this 11th day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.29

Exhibit 3.29

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is NCP Pasco LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 11:58 p.m. Eastern Standard Time on the 1st day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NCP Pasco LLC this 1st day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.30

Exhibit 3.30

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is Olympia Hydro LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 11:58 p.m. Eastern Standard Time on the 24th day of February, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Olympia Hydro LLC this 24th day of February, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.31

Exhibit 3.31

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is Orlando Power Generation I LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 1:00 p.m. Eastern Standard Time on the 11th day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Orlando Power Generation I LLC this 11th day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.32

Exhibit 3.32

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is Orlando Power Generation II LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 1:00 p.m. Eastern Standard Time on the 11th day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Orlando Power Generation II LLC this 11th day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.33

Exhibit 3.33

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is Aquila East Coast Generation LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 5:30 p.m. Eastern Standard Time on the 11th day of March, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Aquila East Coast Generation LLC this 11th day of March, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.34

Exhibit 3.34

Certificate of Amendment to Certificate of Formation

of

Aquila East Coast Generation LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is Aquila East Coast Generation LLC

2. The certificate of formation of the limited liability company is hereby amended by striking out Article First thereof and by substituting in lieu of said Article First the following new Article:

“First: The name of the limited liability company is Teton East Coast Generation LLC.”

Executed on March 17, 2004
	/s/ Aislinn Smith
	Aislinn Smith
	Authorized Person

EX-3.35

Exhibit 3.35

CERTIFICATE OF FORMATION

OF

TETON NEW LAKE, LLC

The undersigned, for the purpose of forming a limited liability company under the Limited Liability Company Act of the State of Delaware (the LLC Act), certifies:

FIRST: The name of the limited liability company is Teton New Lake, LLC (hereinafter referred to as the Company).

SECOND: The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at that address is Corporation Service Company.

WITNESS my signature this 6th day of May, 2004.

/s/ April Snyder

April Snyder

Authorized Person

EX-3.36

Exhibit 3.36

CERTIFICATE OF FORMATION

OF

TETON OPERATING SERVICES, LLC

The undersigned, for the purpose of forming a limited liability company under the Limited Liability Company Act of the State of Delaware (the LLC Act), certifies:

FIRST: The name of the limited liability company is Teton Operating Services, LLC (hereinafter referred to as the Company).

SECOND: The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at that address is Corporation Service Company.

WITNESS my signature this 19th day of February, 2004.

/s/ April Snyder

April Snyder

Authorized Person

EX-3.37

Exhibit 3.37

CERTIFICATE OF FORMATION

OF

TETON POWER FUNDING, LLC

The undersigned, as an authorized person, has duly executed and is filing this Certificate of Formation for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act:

FIRST: The name of the limited liability company is Teton Power Funding, LLC (hereinafter referred to as the Company).

SECOND: The address of the Company’s registered office in the State of Delaware is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Teton Power Funding, LLC this 30th day of October, 2003.

/s/ Orli Hacker

Orli Hacker

Authorized Person

EX-3.38

Exhibit 3.38

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

FIRST: The name of the limited liability company is Aquila Selkirk LLC.

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD: That this Certificate of Formation is intended to become effective, for all purposes, at 11:58 p.m. Eastern Standard Time on the 18th day of February, 2004.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Aquila Selkirk LLC this 17th day of February, 2004.

By:	/s/ Sara L. Henning
	Sara L. Henning, Authorized Person

EX-3.39

Exhibit 3.39

Certificate of Amendment to Certificate of Formation

of

Aquila Selkirk LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is Aquila Selkirk LLC

2. The certificate of formation of the limited liability company is hereby amended by striking out Article First thereof and by substituting in lieu of said Article First the following new Article:

“First: The name of the limited liability company is Teton Selkirk LLC.”

Executed on March 18, 2004

/s/ Aislinn Smith

Aislinn Smith

Authorized Person

EX-3.40

Exhibit 3.40

Ontario Ministry of Government Services Ministère des Services gouvernementaux Declaration Form 3 under the Limited Partnerships Act Déclaration Formule 3 aux termes de la Loi sur les sociétés en commandite Print clearly in CAPITAL LETTERS / Ecrivez clairement en LETTRES MAJUSCULES 1. Declaration Type Type de declaration A. New Nouvelle B. Name Change Modification de la raison sociale C. Change (other than name change) Changement (autre que modification de la raison sociale) D. Renewal Without Name Change Renouvellement sans modification de la raison sociale E. Renewal With Name Change Renouvellement avec modification de la raison sociale F. Dissolution Dissolution G. Withdrawal Retrait Enter the Business Identification Number (BIN) for all Declaration Types except Type A. Entrez le n° d’identification de l’entreprise (NIE) pour tous les types de dèclaration, sauf pour le type A. BIN (Business Identification No.) NIE N° d’Identification de l’entreprise 2. Firm Name / Raison sociale de la societe en commandite 3.Mailing Address of Registrant Adresse postale de registrant ATLANTIC POWER SERVICES CANADA LP Street No./ N° de rue 200 Street Name / Nom de la rue CLARENDON STREET Suite No. / Bureau n° 25TH FLOOR City / Town / Ville BOSTON Province / Province MASSACHUSETTS Country / Pays U.S.A. Postal Code / Code postal 02116 4. Address of Principal Place of Business in Ontario / Adresse de l’établissement principal en Ontario Same as above comme ci dessus Extra-Provincial Limited Partnership without business address in Ontario Societe en commandite extraprovinciale sans etablissement en Ontario Street No. / Nº de rue 333 Street Name / Nom de la rue BAY STREET Suite No. / Bureau nº (P.O. Box not acceptable / Case postale non acceptes) 3400 City / Town / Ville TORONTO Province / Province ONTARIO Country / Pays CANADA Postal Code / Code postal M5H 2S7 5. General Nature of Business / Nature generale de l’activite exercee OPERATION & MANAGEMENT SERVICES 6. Information Regarding General Partner(s) / Renseignements sur le ou les commandites (A) Individual / Personne physique - Last Name / Nom de famille First Name / Prenom Middle Name /Autre prenom (B) Corporation, Partnership etc. / Personne morale, societe en nom collectif etc. - Name / Raison sociale ATLANTIC POWER SERVICES CANADA GP INC. Ontario Corporation Number N° matricule de la personne morale en Ontario 1855315 Address / Adresse 355 Street No. / N° de rue Street Name / Nom de la rue BURRARD STREET Suite No. / Bureau.n 1900 City / Town / Ville VANCOUVER Province / Province BRITISH COLUMBIA Country / Pays CANADA Postal Code / Code postal V6C 2G8 Signature of General Partner of Attorney for the General Partner/ Signature du commandité ou de son procureur /s/ BARRY WELCH, Check if signing as attorney on behalf of the general partner pursuant to s. 32 of the Limited Partnership Act. Cochez la case ci contre si le signataire est le procureur du commandité (art. 32 de la Loi) Print Name of Signatory / Nom du signataire en lettres moulées BARRY WELCH, DIRECTOR For a new Declaration, name change or renewal, item 6 must be completed and signed by all the general partners or their attorneys. If there is more than one general partner, set out the total number of partners in the box and attach additional schedule(s) / Pour une nouvelle Declaration, une modification de la raison sociale ou un renouvellement, ll faut remplir la section 6 pour chaque commandité, et chaque commandité ou son procureur doit signer la section 6. S’ll y a plus d’un commandité, entrez le nombre total de commandites dans la case ci contre et remplissez et joignez une ou des annexes. Number of General Partners Nombre de commandités 1 7. Jurisdiction of Formation / Territoire d’origine ONTARIO Extra-Provincial Limited Partnership Carrying on Business in Ontario / Societe en commandite extraprovinciale menant des activites en Ontario 8. Information Regarding Attorney/Respresentative for an Extra-Provincial Limited Partnership - (Does not apply to limited partnerships formed in another Canadian Jurisdiction that have an office or other place of business in Ontario) / Renseignements sur le procureur / represantant de la societe en commandite extraprovinciale - (Ne s’applique pas aux sociétés en commandite d’un autre territoire canadien qul ont un établissement en Ontario) Power of Attorney - Check the box to confirm there is an executed Power of Attorney (Form 4) appointing the person/corporation listed below to be the attorney and representative in Ontario. The attorney/representative is required to keep the executed Form 4 available for inspection at the address set out below. / Procuration – Cochez la case ci-contre pour confirmer qu’ily a une Procuration signee (Formula 4) nommant la personne physique ou morale indiquee ci dessous titre de procurrur et representant en Ontario. Celui ci doit tenir la Formule 4 signée à disposition aux fins d’inspection a l’adrosse ci dessous. Attorney / Representative – Procureur / représentant (A) Individual / Personne physique - Last Name / Nom de famille First Name / Prenom Middle Name / Autre prenom (B) Corporation, Partnership etc. / Personne morale, societe en nom collectif etc. - Name / Raison sociale Ontario Corporation Number N° matricule de la personne morale en Ontario Address / Adresse Street No. / N° de rue Street Name / Nom de la rue Suite No. / Bureau n° City / Town / Ville Province / Province Country / Pays Postal Code / Code postal MINISTRY USE ONLY - RESERVE AU MINISTERE BIN/EIN = 210817193 NAME/ NUM....= ATLANTIC P REG/ENR :2011-07-29 EXP/EXP : e=2016-07-28

EX-3.41

Exhibit 3.41

CERTIFICATE

OF

LIMITED PARTNERSHIP

OF

BADGER POWER ASSOCIATES, L.P.

This Certificate of Limited Partnership of Badger Power Associates, L.P. (the “Partnership”) is being executed by the undersigned for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

1.       The name of the Partnership is:

Badger Power Associates, L.P.

2.       The address of the registered office of the Partnership in Delaware is Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The partnership’s registered agent at such address is The Corporation Trust Company.

3.       The name and mailing addresses of the general partners are:

Badger Power Generation I Inc.

7400 West 110th Street

Suite 320

Overland Park, Kansas 66210

Beardsley Power Corporation

1000 Shelard Parkway

Suite 404

Minneapolis, Minnesota 55426

IN WITNESS WHEREOF, the undersigned, constituting all the general partners of the Partnership, has caused this Certificate of Limited Partnership to be duly executed as of the 7th day of September, 1990.

BADGER POWER GENERATION I, INC.
By:	/s/ Bruce A. Reed
	Bruce A. Reed
	Title: Vice President
	General Partner
BEARDSLEY POWER CORPORATION
By:	/s/ Charles N. Lucas
	Charles N. Lucas
	Title:	President
	General Partner

EX-3.42

Exhibit 3.42

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

BADGER POWER ASSOCIATES, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is BADGER POWER ASSOCIATES, L.P.

SECOND: Pursuant to the provisions of Section 17-202, Title 6, Delaware Code, the amendment to the Certificate of Limited partnership effected by this Certificate of Amendment is to change the address of the registered office of the partnership in the State of Delaware to 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and to change the name of the registered agent of the partnership in the State of Delaware at the said address to Corporation Service Company.

The undersigned, a general partner of the partnership, executes this Certificate of Amendment on September 3, 2002.

/s/ SARA L. HENNING

SARA L. HENNING, Assistant Secretary of

BADGER POWER GENERATION I INC., General Partner

EX-3.43

Exhibit 3.43

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

BADGER POWER ASSOCIATES, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “Partnership”) is BADGER POWER ASSOCIATES, L.P.

SECOND: Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

The names and addresses of the General Partners of the Partnership are as follows:

Badger Power Generation I, LLC	Teton Power Holdings, LLC
c/o ArcLight Capital Holdings, LLC	c/o ArcLight Capital Holdings, LLC
200 Clarendon Street, 55th floor	200 Clarendon Street, 55th floor
Boston, MA 02117	Boston, MA 02117

The undersigned, the General Partners of the Partnership, executed this Certificate of Amendment on May 11, 2004.

BADGER POWER ASSOCIATES, L.P.
By:	Badger Power Generation I, LLC
	a General Partner
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President
By:	Teton Power Holdings, LLC
	a General Partner
	By:	/s/ Carter A. Ward
		Carter A. Ward, Vice President

EX-3.44

Exhibit 3.44

Declaration Form 3 Under the Limited Partnerships Act Declaration Formule 3 Ministry of Ministere des Ontario Government Services Services gouvernementaux Print clearly in CAPITAL LETTERS / Ecrivez clairement on LETTRES MAJUSCULES 1. Declaration Type Type de declaration A. New Nouvelle B. Name Change Modifcation de la raison sociale C. Change (other than name change) Changement (autre que modification de la raison sociale) D.Renewal Without Name Change Renouvellement sans modification de la raison sociale E. Renewal With Name Change Renouvellement avec modification de la raison sociale F. Dissolution Dissolution G. Withdrawal Retrait Enter the Business Identification Number (BIN) local Declaration Types except Type A. Entrez la, n° d`tification de entreprise (NIE) pour tous les types de declaration, sauf pour le type A. BIN (Business Identification No.) NIE N° d’Identification de l’entreprise 970401329 2. Firm Name / Raison sociale de la société en commandite CAPITAL POWER INCOME L.P. 3. Mailing Address of Registrant Adresse postale de registrant Street No. / N° de rue 850 Street Name / Nom de la rue 2ND STREET Suite No. / Bureau n° 1500 City / Town / Ville CALGARY Province / Province ALBERTA Country / Pays CANADA Postal Code / Code Postal T2P 0R8 4. Address of Principal Place of Business in Ontario / Adresse de l’etablissement principal en Ontario Same as above comme d dessus Extra Provincial Limited Partnership without business address in Ontario Societe en commandite extraprovinciale sans etablissement en Ontario Street No. / N° de rue 200 Street Name / Nom de la rue UNIVERSITY AVENUE Suite No. / Bureau n° (P.O. Box not acceptable / Case postale non acceptes) City / Town / Ville TORONTO Province / Province ONTARIO Country / Pays CANADA Postal Code / Code Postal M5H 3C6 5. General Nature of Business / Nature generale de l’activite exercée E N G A G E I N E N E R G Y S U P P L Y B U S I N E S S 6. Information Regarding General Partner(s) / Renseignments sur le ou les commandités (A) Individual / Personne physique - Last Name / Nom de famille First Name /Prénom Middle Name / Autre prénom (B) Corporation, Partnership etc. / Personne morale, société en nom collectif etc. - Name / Raison sociate Ontario Corporation Number N° matricule de la personne morale en Ontario CPI INCOME SERVICES LTD. 1225999 Address / Addresse 10065 Street No. / N° de rue Street Name / Nom de la rue JASPER AVENUE Suite No. / Bureau n° 18TH FLOOR City / Town / Ville EDMONTON Province / Province ALBERTA Country / Pays CANADA Postal Code / Code postal T5J 3B1 Signature of General Partner or Attorney for the General Partner/ Signature du commandité ou de son procureur /s/Leah M.Fitzgerald Check if signing as attorney on behalf of the general partner pursuant to s. 32 of the Limited Partnerships Act. Cochez la case cl contre si le signataire est le procureur du commandité (art. 32 de la Lol Print Name of Signatory / Nom du signataire on lettres moulées Leah M.Fitzgerald For a new Declaration, name change or renewal, item 6 must be completed and signed by all the general partners or their attorneys. If there is more than one general partner, set out the total number of partners in the box and attach additional schedule(s) / Pour une nouvelle Declaration, une modification de la raison sociale ou un renouvellement, if fault remplir la section 6 pour chaque commandité, et chaque commandité ou son procureur doit signer la section 6. S’ll y a plus d’ un commandité, entrez le nombre total de commandites dans la case cl contre et rempllssaz et joignez une ou des annexes. Number of General Partners Nombre de commandités1 7. Jurisdiction of Formation / Territoire d`origine ONTARIO Extra-Provincial Limited Partnership Carrying on Business in Ontario / Societe en commandite extraprovinciale menant des activites en Ontario 8. Information Regarding Attorney/Representative for an Extra-Provincial Limited Partnership - (Does not apply to limited partnerships formed in another Canadian Jurisdiction that have an office or other place of business in Ontario) / Renseignments sur le procurreur / represantant de la ci-contre pour société en commandite extraprovinciale - (Ne s’applique pas aux societes en commandite d’un autre territoire canadien qul’ ont un establissement en Ontario). Power of Attorney - check the box to confirm there is an executed Power of Attorney (Form 4) appointing the person/corporation listed below to be the attorney and representative in Ontario. The attorney/representative is required to keep the executed Form 4 available for Inspection at the address set out below. / Procuration - Cochez la case confirmer qu`lly a une Procuration signee (Formule 4) nommant la personne physique ou morale indiquee ci dessous á titre de procureur et representant en Ontario. Celui ci doit tenir la Formule 4 signee a disposition aux fins d`inspection á l adresse ci dessous. Attorney / Representative - Procureur / representant (A) Individual / Personne physique - Last Name / Nom de famille First Name / prénom Middle Name / Autre prenom (B) Corporation, Partnership etc. / Personne morale, sociáte is nom collectif etc. - Name / Raison sociale Ontario Corporation Number N° matricule de la personne morale en Ontario Address/ Adresse Street No. / N° de rue Street Name / Nom de la rue Suite No. /Bureau n° City / Town / ville Province / Province Country / Pays Postal Code / Code postal MINISTRY USE ONLY - RESERVE AU MINISTERE BIN/EIN:970401329 NAME/ NUM : CAPITAL PO REG/ENR: 2009-11-04 EXP/EXP: 2017-03-23

			Declaration Form 3
	Ministry of	Ministère des	under the Limited Partnerships Act
	Government Services	Services gouvernementaux	Déclaration Formule 3 aux termes de la Loi sur les sociétés en commandite

Print clearly in CAPITAL LETTERS / Écrivez clairement en LETTRES MAJUSCULES Page 1 of / de 1

1.

Declaration Type Type de déclaration

A. x

New Nouvelle

B. x

Name Change Modification de la raison sociale

C. o

Change (other than name change) Changement (autre que modification de la raison sociale)

D. o

Renewal Without Name Change Renouvellement sans modification de la raison sociale

E. o

Renewal With Name Change Renouvellement avec modification de la raison sociale

F. o

Dissolution Dissolution

G. o

Withdrawal Retrait

Enter the Business Identification Number (BIN) for all Declaration Types except Type A. Entrez le n° d’identification de l’entreprise (NIE) pour tous les types de déclaration, sauf pour le type A.

BIN (Business Identification No.) NIE N° d’identification de l’entreprise

970401329

2.

Firm Name / Raison sociale de la société en commandite

ATLANTIC POWER LIMITED PARTNERSHIP

3.

Mailing Address of Registrant

Street No./No de rue

Street Name/Nom de la rue

Suite No./Bureau no     (P.O. Box not acceptable/Case postale non acceptes)

Adresse postale de registrant

200

CLARENDON STREET

25TH FLOOR

City/Town/Ville

Province/Province

Country/Pays

Postal Code/Code postal

BOSTON

MASSACHUSETTS

U.S.A.

02116

4.

Address of Principal Place of Business in Ontario / Adresse de l’établissement principal en Ontario

o  Same as above comme ci-dessus

o  Extra-Provincial Limited Partnership without business address in Ontario Société en commandite extraprovinciale sans établissement en Ontario

Street No. / N° de rue

Street Name/Nom de la rue

Suite No. /Bureau no (P.O. Box not acceptable/Case postale non acceptés)

200

UNIVERSITY AVENUE

1301

City / Town / Ville

Province / Province

Country / Pays

Postal Code / Code postal

TORONTO

ONTARIO

CANADA

M5H 4H1

5.

General Nature of Business / Nature générate de l’activité exercée

ENGAGE IN ENERGY SUPPLY BUSINESS

6.

Information Regarding General Partner(s) / Renseignements sur le ou les commandités

(A) Individual / Personne physique - Last Name / Nom de famille

First Name / Prénom

Middle Name / Autre prenom

(B) Corporation, Partnershìp etc. / Personne morale. société en nom collectif etc. Name / Raison sociale ATLANTIC POWER GP INC.

Ontario Corporation Number N° matricule de la personne morale en Ontario 1225999

Address / Adresse

Street No. / N° de rue  Street Name / Nom de la rue

Suite No. / Bureau n°

355

BURRARD STREET

1900

City / Town / Ville

Province / Province

Country / Pays

Postal Code / Code postal

VANCOUVER

BRITISH COLUMBIA

CANADA

V6C 2G8

Signature of General Partner or Attorney for the General Partner/Signature du commandite ou de son procureur

Check if signing as attorney on behalf of the general partner pursuant to s. 32 of the Limited Partnerships Act

/s/ Barry Welch

Cochez la case ci contre si le signataire est le. procureur du commandite (art 32 de la Loi)

Print Name of Signatory / Nom du signataire en lettres mouloes

BARRY WELCH

For a new Declaration, name change or renewal, Item 6 must be completed and signed by all the general partners or their attorneys. If there is more than one general partner, set out the total number of partners in the box and attach additional schedule(s) / Pour une nouvelle Déclaration, une modification de la raison sociale ou un renouvellement, II faut remplir la section 6 pour chaque commandité, et chaque commandité ou son procureur doit signer la section 6. S’il y a plus d’un commandité, entrez le nombre total de commandités dans la case cl contre et remplissez et joignez une ou des annexes.

Number of General Partners Nombre de commandités 1

7.

Jurisdiction of Formation / Territoire d’origine

ONTARIO

Extra-Provincial Limited Partnership Carrying on Business in Ontario / Société en commandite extraprovinciale menant des activités en Ontario

8.

Information Regarding Attorney/Representative for an Extra-Provincial Limited Partnership - (Does not apply to limited partnerships formed in another Canadian jurisdiction that have an office or other place of business in Ontario) / Renseignements sur le procureur / représentant de la société en commandite extraprovinciale - (Ne s’applique pas aux sociétés en commandite d’un autre territoire canadien qui ont un établissement en Ontario)

Power of Attorney - Check the box to confirm there is an executed Power of Attorney (Form 4) appointing the person/corporation listed below to be the attorney and representative in Ontario. The attorney/representative is required to keep the executed Form 4 available/for inspection at the address set out below. / Procuration — Cochez la case ci-contre pour confirmer qu’ll y a une Procuration signée (Formule 4) nommant la personne physique ou morale indiquée ci dessous à titre de procureur et représentant en Ontario. Celui ci doit tenir la Formule 4 signée à disposition aux fins d’inspection  à l’adresse ci dessous.

o

Attorney / Representative – Procureur / représentant

(A) Individual / Personne physique - Last Name / Nom de famille

First Name / Prénom

Middle Name / Autre prénom

(B) Corporation, Partnership etc. / Personne morale, société en nom collectif etc. - Name / Raison sociale

Ontario Corporation Number N°matricule de la personne morale en Ontario

MINISTRY USE ONLY - RÉSÉRVÉ AU MINISTÈRE

Address / Adresse Street No.  / N° de rue Street Name / Nom de la rue Suite No. / Bureau n°

BIN/EIN: 970401329

City / Town / Ville

Province / Province

NAME/NOM....: ATLANTIC P

REG/ENR         : 2012-02-01

Country / Pays

Postal Code / Code postal

EXP/EXP          : 2022-03-22

07191 (2008/10)     © Queen’s Printer for Ontario, 2008 / © Imprimeur de la Reine pour I’Ontario, 2008

EX-3.45

Exhibit 3.45

CERTIFICATE OF LIMITED PARTNERSHIP

OF

DADE INVESTMENT, L.P.

This Certificate of Limited Partnership of Dade Investment, L.P. (the “Limited Partnership”), is being executed by the undersigned for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

1.The name of the Limited Partnership is Dade Investment, L.P.

2.The address of the registered office of the Limited Partnership in Delaware is Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19901. The Limited Partnership’s registered agent at that address is the Corporation Trust Company.

3.The names and addresses of the general partners are:

NAME	ADDRESS
NCP DADE POWER	1100 Town & Country Road
INCORPORATED	Suite 800
	Orange, California 92666

IN WITNESS WHEREOF, the undersigned, constituting the only general partner of the Limited Partnership, has caused this Certificate of Limited Partnership, which shall become effective upon filing with the Delaware Secretary of State, to be duly executed as of May 23, 1991.

NCP DADE POWER INCORPORATED, a Delaware
corporation and general partner
By	/s/ Jay R. Roland
	Jay R. Roland, President

EX-3.46

Exhibit 3.46

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

DADE INVESTMENT, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is Dade Investment, L.P.

SECOND: Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3. The name and address of the general partner is NCP Dade Power LLC, c/o Arclight Capital Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117”.

The undersigned, a general partner of the partnership, executed this Certificate of Amendment on 6/17, 2004

NCP Dade Power LLC

a Delaware limited liability company

/s/ Daniel R. Revers

Daniel R. Revers

President

EX-3.47

Exhibit 3.47

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

DADE INVESTMENT, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is: DADE INVESTMENT, L.P.

SECOND: Pursuant to the provisions of Section 17-202, Title 6, Delaware Code, the amendment to the Certificate of Limited partnership effected by this Certificate of Amendment is to change the address of the registered office of the partnership in the State of Delaware to 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and to change the name of the registered agent of the partnership in the State of Delaware at the said address to Corporation Service Company.

The undersigned, a general partner of the partnership, executes this Certificate of Amendment on June 28, 2004.

By:
	General Partner
		/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Capacity: Authorized Person

EX-3.48

Exhibit 3.48

AMENDED AND RESTATED

CERTIFICATE OF

LIMITED PARTNERSHIP

OF

LAKE COGEN, LTD.

The undersigned, for the purpose of restating and amending the certificate of limited partnership of Lake Cogen, Ltd., which certificate was initially filed on March 13, 1991, and subsequently amended by amendments filed October 15, 1991, and November l, 1991, does hereby certify, effective as of the date of filing of this amended and restated certificate, as follows:

1.The name of the limited partnership is: LAKE COGEN, LTD.

2.The address of the record keeping office of the limited partnership, where the records required by Florida Statute Section 620.106 are to be kept, is:

c/o	McDermott, Will & Emery
	201 South Biscayne Blvd.
	22nd Floor
	Miami, Florida 33131

3.The name and address of the agent for service of process for the limited partnership is:

CT CORPORATION SYSTEM

1200 South Pine Island Road

Plantation, Florida 33324

4.The name and address of the sole general partner of the limited partnership is:

NCP LAKE POWER INCORPORATED

1100 Town & Country Road

Suite 800

Orange, California 92668

5.The mailing address of the limited partnership is:

c/o	NCP LAKE POWER INCORPORATED
	1100 Town & Country Road
	Suite 800
	Orange, California 92668

6.The latest date on which the limited partnership is to dissolve is:

December 31, 2040

IN WITNESS WHEREOF, the undersigned general partner has duly executed this Amended and Restated Certificate of Limited Partnership of Lake Cogen, Ltd. in accordance with Section 620.109 of the Florida Revised Uniform Limited Partnership Act and directs that it be filed in accordance with such Section.

NCP LAKE POWER INCORPORATED,
General Partner
By:	/s/ David Brauer
	Name:	David Brauer
	Title:	President

EX-3.49

Exhibit 3.49

CERTIFICATE OF AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP OF

LAKE COGEN, LTD.

The undersigned, constituting the sole general partner of Lake Cogen, Ltd., a Florida limited partnership, (the “Limited Partnership”) hereby executes this certificate of amendment to the Limited Partnership’s amended and restated certificate of limited partnership to be filed pursuant to section 620.109 Florida Statutes.

1.      The name of the Limited Partnership is:

Lake Cogen, Ltd.

2.      The date of filing the certificate of limited partnership is:

March 13, 1991

3.The date of filing the amended and restated certificate of limited partnership (the “Amended and Restated Certificate”) is:

August 4, 1992

4.The Amended and Restated Certificate is hereby amended to indicate the change of the address of the general partner of Limited Partnership as follows:

NCP Lake Power Incorporated

1551 N. Tustin Avenue, Suite 900

Santa Ana, California 92701

IN WITNESS WHEREOF, the undersigned general partner has duly executed this Certificate of Amendment To Amended and Restated Certificate of Limited Partnership this 13 day of August, 1993.

NCP LAKE POWER INCORPORATED
General Partner
By:	/s/ Donald D McKechnie
Name:	Donald D McKechnie
Title:	President

EX-3.50

Exhibit 3.50

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LAKE COGEN, LTD.

To the Secretary of State

State of Florida

The undersigned general partner of LAKE COGEN, LTD., a limited partnership formed under the laws of the State of Florida (the “Limited Partnership”) does hereby certify that:

1.The name of the Limited Partnership is:

LAKE COGEN, LTD.

2.The date of filing of the certificate of limited partnership of the Limited Partnership is:

March 31, 1991

3.the date of filing of the amended and restated certificate of limited partnership of the Limited Partnership (the “Amended and Restated Certificate”) is:

August 4, 1992

4.The amendment to the Amended and Restated Certificate effected by this Certificate of Amendment is the admission, effective as of June 13, 1994, of:

Lake Interest Holdings Inc.

c/o Norcen Energy Resources Limited

715 - 5th Avenue S.W.

Calgary, Alberta

Canada T2P 2X7

as a new general partner to the Limited Partnership.

5.NCP Lake Power Incorporated shall continue as a general partner of the Limited Partnership.

IN WITNESS WHEREOF, NCP Lake Power Incorporated a general partner of the Limited Partnership, and Lake Interest Holdings Inc. have executed this Certificate of Amendment to Certificate of Limited Partnership of LAKE COGEN, LTD. on this 12th day of July, 1994.

NCP LAKE POWER INCORPORATED
By:	/s/ David C. Brauer
	Name:	David C. Brauer
	Title:	Vice President
LAKE INTEREST HOLDINGS INC.
By:	/s/ Gordon B. Singer
	Name:	Gordon B. Singer
	Title:	Director, Vice-President and
		Chief Financial Officer

EX-3.51

Exhibit 3.51

CERTIFICATE OF AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP OF

LAKE COGEN, LTD.

The undersigned, constituting the sole general partner of Lake Cogen, Ltd., a Florida limited partnership, (the “Limited Partnership”) hereby executes this certificate of amendment to the Limited Partnership’s amended and restated certificate, of limited partnership to be filed pursuant to section 620.109 Florida Statutes.

1.The name of the Limited Partnership is:

Lake Cogen, Ltd.

2.The date of filing the certificate of limited partnership is:

March 13, 1991

3.The date of filing the amended and restated certificate of limited partnership (the “Amended and Restated Certificate”) is

August 4, 1992

4.The Amended and Restated Certificate is hereby amended to indicate the elimination of Lake Interest Holdings Inc. as a general partner. The sole general partner of the Limited Partnership is

NCP Lake Power Incorporated

IN WITNESS WHEREOF, the undersigned general partner has duly executed this Certificate of Amendment to Amended and Restated Certificate of Limited Partnership this 9th day of February, 1998.

NCP LAKE POWER INCORPORATED
General Partner
By:	/s/ John A. McTear
Name:	John A. McTear
Title:	Vice President

EX-3.52

Exhibit 3.52

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LAKE COGEN, LTD.

(Insert name currently on file with Florida Dept. of State)

Pursuant to the provisions of section 620.109, Florida Statutes, this Florida limited partnership, whose certificate was filed with the Florida Dept. of State on March 13, 1981, adopts the following certificate of amendment to its certificate of limited partnership.

FIRST: Amendment(s): (indicate article number(s) being amended, added, or deleted)

“3. The name and business address of the general partner is NCP Lake Power LLC, (f/k/a NCP Lake Power Incorporated), c/o ArcLight Capital Holdings, LLC, 200 Clarendon Street, 55th floor, Boston, MA 02117.”

SECOND: This certificate of amendment shall be effective at the time of its filing with the Florida Department of State.

THIRD: Signature(s)	NCP Lake Power Incorporated
Signature of current general partner	By:	NCP Lake Power LLC
		its successor by conversion
		By:	/s/ Daniel R. Revers
Signature(s) of new general partner(s), if applicable:			Daniel R. Revers, President
	NCP Lake Power LLC
	(f/k/a NCP Lake Power Incorporated)
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President

EX-3.53

Exhibit 3.53

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LAKE INVESTMENT, L. P.

This Certificate of Limited Partnership of Lake Investment, L.P. (the “Limited Partnership”), is being executed by the undersigned for the purpose of forming a limited Partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

1.The name of the Limited Partnership is Lake Investment, L.P.

2.The address of the registered office of the Limited Partnership in Delaware is Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19901. The Limited Partnership’s registered agent at that address is the corporation Trust Company.

3.The names and addresses of the general partners are:

NAME	ADDRESS
NCP LAKE POWER INCORPORATED	1100 Town & Country Road
	Suite 800
	Orange, California 92668

IN WITNESS WHEREOF, the undersigned, constituting the only general partner of the Limited Partnership, has caused this Certificate of Limited partnership, which shall become effective upon filing with the Delaware secretary of state, to be duly executed as of May 23, 1991.

NCP LAKE POWER INCORPORATED, a Delaware corporation and general partner
By	/s/ Jay R. Roland
	Jay R. Roland, President

EX-3.54

Exhibit 3.54

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF LIMITED PARTNERSHIP OF

LAKE INVESTMENT, L.P.

The undersigned, being the sole general partner of Lake Investment, L.P., a Delaware limited partnership, (the “Limited Partnership”) hereby executes this certificate of amendment to the Limited Partnership’s certificate of limited partnership pursuant to Section 17-202 of the Delaware Revised Uniform Limited Partnership Act.

Paragraph 3 of the certificate of limited partnership is amended to read in its entirety as follows:

3.               The name and address of the general partner is:

NCP Lake Power Incorporated

1551 N. Tustin Avenue, suite 900

Santa Ana, California 92701

IN WITNESS WHEREOF, the undersigned general partner has duly executed this Certificate of Amendment to Certificate of Limited Partnership this 13 day of August, l993.

NCP LAKE POWER INCORPORATED
By:	/s/ Donald D. Mckechnie
Name:	Donald D. Mckechnie
Title:	President

EX-3.55

Exhibit 3.55

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LAKE INVESTMENT, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is

LAKE INVESTMENT, L.P.

SECOND: Pursuant to the provisions of Section 17-202, Title 6, Delaware Code, the amendment to the Certificate of Limited partnership effected by this Certificate of Amendment is to change the address of the registered office of the partnership in the State of Delaware to 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and to change the name of the registered agent of the partnership in the State of Delaware at the said address to Corporation Service Company.

The undersigned, a general partner of the partnership, executes this Certificate of Amendment on November 7, 2002.

NCP LAKE POWER, INCORPORATED,
General partner
By:	/s/ Sara L. Henning
	Sara L. Henning, Secretary

EX-3.56

Exhibit 3.56

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LAKE INVESTMENT, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is Lake Investment, L.P.

SECOND: Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of limited Partnership is amended as follows:

“3. The name and address of the general partner is NCP Lake Power LLC, c/o Arclight Capital Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117”.

The undersigned, a general partner of the partnership, executed this Certificate of Amendment on April 14, 2004

NCP LAKE POWER LLC

a Delaware limited liability company

/s/ Daniel R. Revers

Daniel R. Revers

(Officer)

EX-3.57

Exhibit 3.57

AMENDED AND RESTATED CERTIFICATE

OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.

The undersigned, constituting all of the general partners of Pasco Cogen, Ltd., a Florida limited partnership, (the “Limited Partnership”) hereby execute this Amended and Restated Certificate of Limited Partnership filed pursuant to Section 620.109, Florida Statutes.

WHEREAS, Peoples Cogeneration Company and Gator Gas Marketing, Inc., were the original general partners (“Original General Partners”) of the Limited Partnership and filed the original Certificate of Limited Partnership on March 13, 1991 (“the Original Certificate”); and

WHEREAS, the Original Certificate was amended on October 15, 1991, to replace the Original General Partners with PAS Power Co. and NCP Dade Power Incorporated (“General Partners”) and to indicate a change of address for the Limited Partnership;

WHEREAS, the Certificate was amended and restated on July 21, 1993; and

WHEREAS, the Partnership desires to further amend the certificate of limited partnership to reflect the removal of a General Partner, the addition of a new General Partner, a change in the address for the Limited Partnership and NCP Dade Power Incorporated, and the appointment of a new registered agent for the Limited Partnership;

WHEREAS, the Partnership desires to restate the Certificate of Limited Partnership to reflect all amendments made thereto.

NOW THEREFORE, the General Partners do hereby certify as follows:

1.             The name of the Limited Partnership is:

Pasco Cogen, Ltd.

2.             The date of filing the Certificate of Limited Partnership is:

March 13, 1991

3.             The mailing address for the Limited Partnership is:

702 North Franklin Street

Plaza 8

Tampa, FL 33602

4.             The address of the record keeping office of the Limited Partnership, where the records required by Section 620.106, Florida Statutes are to be kept, is:

702 North Franklin Street

Plaza 8

Tampa, FL 33602

1

5.             The name and address of the agent for service of process for the Limited Partnership is:

Sheila M. McDevitt

c/o TECO Power Services Corporation

702 N. Franklin Street

Tampa, FL 33602

6.             The latest date upon which the Limited Partnership is to dissolve is:

December 31, 2015

7.             PAS Power Co. has withdrawn as a General Partner.

8.             Pasco Project Investment Partnership, Ltd., a Florida limited partnership (No. A97000001234 ) has been admitted as a new General Partner.

9.             The name and address of the General Partners of the Limited Partnership are:

Pasco Project Investment Partnership, Ltd.	NCP Dade Power Incorporated
800 East Northwest Highway	c/o GPU International
Suite 203	One Upper Pond Road
Mount Prospect, Illinois 60056	Parsippany, New Jersey 07054

IN WITNESS WHEREOF, the undersigned General Partners have duly executed this Amendment and Restated Certificate of Limited Partnership this 26 day of August, 1997.

PASCO PROJECT INVESTMENT PARTNERSHIP, LTD.
By: Pasco Power GP, Inc., its General Partner
	/s/ Robert W. Herrman
Name:	Robert W. Herrman
Title:	President
NCP DADE POWER INCORPORATED
General Partner
	/s/ Bruce L. Levy
Name:	Bruce L. Levy
Title:	President

2

EX-3.58

Exhibit 3.58

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

PASCO COGEN, LTD.

(Insert name currently on file with Florida Dept. of State)

Pursuant to the provisions of section 620.109. Florida Statutes, this Florida limited partnership, whose certificate was filed with the Florida Dept. of State on March 13, 1992, adopts the following certificate of amendment to its certificate of limited partnership.

FIRST: Amendment(s): (indicate article number(s) being amended, added, or deleted)

9. The name and address of the General Partners of the Limited Partnership are:

Pasco Project Investments, Partnership, Ltd.

c/o TECO Wholesale Generation, Inc.

702 N. Franklin St.

Tampa, FL 12602

NCP Dade Power LLC (e/k/a NCP Dade Power Incorporated)

c/o ArcLight Capital Holdings, LLC

200 Claredon St., 55th Floor

Boston, MA 02117

SECOND: This Certificate of amendment shall be effective at the time of its filing with the Florida Department of State.

THIRD: Signature(s)	Pasco Project Investment Partnership, Ltd.
Signature of current general partner:	By:	Pasco Power GP, Inc., its General Partner
		By:	/s/ W.F. O’Brian
			W.F. O’Brian, VP

Signature(s) of new general partner(s), if applicable:

NCP Dade Power LLC
/s/ Christopher McCallica
By:	Christopher McCallica, VP

5.               The name and address of the registered agent for the Limited Partnership is:

Corporation Service Company

1201 Hays Street

Tallahassee, Florida 32301

6.               Pasco Project Investment Partnership, Ltd. has withdrawn as General Partner.

7.               The latest date upon which the Limited Partnership is to dissolve is December 31, 2015.

7.               The name and address of the General Partner of the Limited Partnership is:

NCP Dade Power LLC

c/o Atlantic Power Corporation

200 Clarendon Street, Floor 25

Boston, Massachusetts 02116

IN WITNESS WHEREOF, the undersigned General Partner has duly executed this Amended and Restated Certificate of Limited Partnership this 28 day of February. 2008.

NCP Dade Power LLC
By:	/s/ Barry Welch
	Barry Welch
	President

ACCEPTANCE OF REGISTERED AGENT

Having been named as registered agent and to accept service of process for Pasco Cogen, Ltd., at the place designated in this Amended and Restated Certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 820, Florida Statutes.

/s/ Doreen Wallace

(signature)

Name: Doreen Wallace

Title: Assistant Vice President

2

Acknowledgement by Withdrawing General Partner:

IN WITNESS WHEREOF, the undersigned withdrawing General Partner has duly executed this Amended and Restated Certificate of Limited Partnership this 5thday of March, 2008.

Pasco Project Investment Partnership, Ltd.
By:	/s/ P. L. Barringer
Name:	P. L. Barringer, Vice President-Controller
Title:	for Pasco Power GP, Inc., as general partner of Pasco Project Investment Partnership, Ltd. a general partner of Pasco Cogen, Ltd.

3

EX-3.59

Exhibit 3.59

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:49 AM 01/17/2012

FILED 10:50 AM 01/17/2012

SRV 120051553 - 4376865 FILE

AMENDED AND RESTATED
STATEMENT OF PARTNERSHIP EXISTENCE
OF
CPI POWER (US) GP

The undersigned, as a partner of CPI Power (US) GP, a Delaware general partnership (the “Partnership”), in order to amend and restate the Statement of Partnership Existence of the Partnership, hereby executes this Amended and Restated Statement of Partnership Existence pursuant to Section 15.116 of the Delaware Revised Uniform Partnership Act:

A.            The current name of the Partnership is CPI Power (US) GP.

B.            The Partnership was originally formed by filing a Statement of Partnership Existence in Delaware on June 22, 2007, under the name of EPCOR Power (US) GP.

C.            The Partnership’s name was change to CPI Power (US) GP by filing an amendment with the State of Delaware on November 16, 2009.

D.            The Statement of Partnership Existence of the Partnership is hereby amended and restated to read as follows:

1.             The name of the partnership is Atlantic Power (US) GP (the “Partnership”).

2.             The address of the Partnership’s registered office and the name of the Partnership’s registered agent for service of process in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 17th day of January, 2012.

CPI PREFERRED EQUITY LTD.
a partner
By	/s/ Barry E. Welch
	Its	Pres, Barry E. Welch

EX-3.60

Exhibit 3.60

AMENDED AND RESTATED PARTNERSHIP AGREEMENT

OF

EPCOR POWER (US) GP

Dated as of July 20, 2007

between

EPCOR POWER EQUITY LTD.

and

EPLP POWER INC.

TABLE OF CONTENTS

		Page
ARTICLE I	RULES OF CONSTRUCTION; DEFINITIONS	1
Section 1.1	Rules of Construction	1
Section 1.2	Certain Defined Terms	2
ARTICLE II	ORGANIZATIONAL MATTERS	6
Section 2.1	Formation	6
Section 2.2	Name	6
Section 2.3	Principal Place of Business	7
Section 2.4	Partnership Property	7
Section 2.5	Term	7
Section 2.6	Fiscal Year	7
Section 2.7	Names and Addresses of Partners	7
Section 2.8	Liability of Partners	7
Section 2.9	New Partners	7
Section 2.10	Qualification in Other Jurisdictions	7
Section 2.11	Agent for Service of Process	7
Section 2.12	Representation and Warranty of Partners	8
Section 2.13	Partnership Not Separate Legal Entity	8
ARTICLE III	BUSINESS OF THE PARTNERSHIP	8
Section 3.1	Business	8
Section 3.2	Borrowing	8
ARTICLE IV	PARTNERSHIP INTERESTS	8
Section 4.1	Capital Contributions of the Partners	8
Section 4.2	Further Issuances	8
Section 4.3	Additional Capital Contributions	9
Section 4.4	Claims of Partners	9
ARTICLE V	DISTRIBUTIONS AND ALLOCATIONS	9
Section 5.1	Allocations of Net Income and Net Loss	9
Section 5.2	Allocations of Taxable Income or Tax Loss	9
Section 5.3	Cash Distributions	10
Section 5.4	General Limitation	10
Section 5.5	Distributions in Kind	10
Section 5.6	Set Off and Withholding	10
ARTICLE VI	MANAGEMENT AND ADMINISTRATION OF THE PARTNERSHIP; TAX MATTERS	11
Section 6.1	Management of the Partnership; Voting Rights	11
Section 6.2	Income Tax Matters; Designated Member	11
Section 6.3	Indemnification of Third Parties	12
ARTICLE VII	RESTRICTIONS ON TRANSFER OF PARTNERSHIP INTERESTS	12
Section 7.1	Permitted Transfers of Partnership Interests	12
Section 7.2	Effective Date of Permitted Transfers	12

i

Section 7.3	Rights of First Offer	12
Section 7.4	Admission of Transferee as Partner	14
Section 7.5	Transfers in Violation of Agreement	14
Section 7.6	Adjustment of Partner Percentage Interests	14
ARTICLE VIII	DISSOLUTION AND TERMINATION OF THE PARTNERSHIP	15
Section 8.1	Dissolution and Termination of the Partnership	15
ARTICLE IX	MISCELLANEOUS PROVISIONS	15
Section 9.1	Notices	15
Section 9.2	Entire Agreement	15
Section 9.3	Amendment	15
Section 9.4	Waivers	15
Section 9.5	Severable Provisions	16
Section 9.6	Counterparts	16
Section 9.7	Venue; Jurisdiction	16
Section 9.8	Governing Law	16
Section 9.9	Further Assurances	16
Section 9.10	Successors and Assigns	16
Section 9.11	Waiver of Partition	16

ii

PARTNERSHIP AGREEMENT

OF

EPCOR POWER (US) GP

THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Agreement”) of EPCOR Power (US) GP, a Delaware partnership (the “Partnership”), is made and entered into effective as of July 20, 2007 (the “Effective Date”) by and between EPCOR POWER EQUITY LTD., an Alberta corporation (“EPEL”), and EPLP POWER INC., an Alberta corporation (“EPLPPI”, and together with EPEL, sometimes hereinafter collectively referred to as the “Partners”), amending and restating, in its entirety, the Partnership Agreement dated as of June 1, 2007 between EPEL and EPCOR POWER (WILLIAMS LAKE) LTD., a British Columbia corporation (“EPWLL”) (the “Initial Agreement”), with reference to the following facts:

A.            The Partnership was formed for the purpose of carrying on in common, with a view to profit, the business of acquiring, owning, operating, managing, financing, selling or otherwise disposing of and liquidating subsidiaries engaged in the acquisition, development, construction, commissioning, ownership, management, operation, maintenance, financing, sale, disposition, decommissioning and liquidation of electric generating facilities, combined heat and power facilities and other facilities in the United States, and undertaking any and all activities related and incidental to any of the foregoing, and earning and sharing profits and losses from such business, all as more specifically hereinafter set forth;

B.            Pursuant to the Assignment and Assumption Agreement (as defined below), EPLPPI has purchased from EPWLL the 0.5 percent Partnership Interest held by EPWLL in the Partnership; and

C.            The Partners desire to continue the Partnership and to amend and restate in its entirety the Initial Agreement in the form hereof.

In consideration of the mutual covenants contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree, and hereby enter into this Agreement in its entirety, as follows:

ARTICLE I

RULES OF CONSTRUCTION; DEFINITIONS

Section 1.1      Rules of Construction. For purposes hereof, capitalized terms used herein shall have the meanings assigned to such terms in this Article I. Unless otherwise indicated, references to the masculine shall be deemed to include the feminine, references to the singular shall be deemed to include the plural, and references to “or” shall be deemed to be disjunctive but not necessarily exclusive. Any agreement defined or referred to below shall include each amendment, modification and supplement thereto, and each waiver, approval and consent in respect thereof, as may become effective from time to time, except where otherwise indicated, and shall include all Appendices, Exhibits, Schedules and other attachments thereto and instruments, agreements or other documents incorporated therein. Any term defined below by

reference to any document shall be deemed to be amended herein to the extent that such term is subsequently amended in such document. If any such document is subsequently amended, modified or terminated, the affected parties to this Agreement shall in good faith select another comparable definition for any term theretofore defined below by reference to such document.

Unless the context otherwise requires: any reference to any statute, law or governmental regulation will include all amendments, modifications and successors thereto and any replacements of the specific sections and provisions concerned; a reference to any Person includes its successors and assigns; accounting terms not otherwise defined have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer; unless otherwise indicated, all references to Sections, other subdivisions, Appendices, Schedules and Exhibits shall mean and refer to the respective Sections, other subdivisions, Appendices, Schedules and Exhibits in or attached to the agreement or document in which such reference appears; the words “include”, “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation” whether or not in fact followed by such words or words of like import; and the terms “hereof”, “herein”, “hereunder” and comparable terms refer to the entire agreement with respect to which such terms are used and not to any particular article, section or other subdivision thereof.

No provision of this Agreement shall be construed in favor of or against either of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which such provision or any other provision or provisions of this Agreement is or are inconsistent with any prior draft thereof.

Section 1.2      Certain Defined Terms.   As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means with respect to any Person, any other Person who, directly or indirectly, Controls such first Person or is Controlled by said Person or is under common Control with said Person.

“Agreement” means this Partnership Agreement as originally executed and as amended from time to time.

“Approval of the Partners” means approval by the affirmative vote of the Partner(s) holding a majority (in percentage terms) of the Partner Percentage Interests.

“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement dated as of July 20, 2007 by and between EPLPPI and EPWLL.

“Business Day” shall mean any day other than Saturday, Sunday or any other day on which commercial banks are required or permitted to close by law in The City of New York.

“Capital Contribution” means the amount of money and the agreed Fair Market Value of other property (net of any liabilities secured by such property that the Partnership is considered to assume or take subject to under Code Section 752) contributed by a Partner to the Partnership pursuant to this Agreement.

2

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Composite Taxes” shall mean any taxes assessed against or customarily paid by the Partnership.

“Contract” means any agreement, security agreement, indenture, contract, lease, deed of trust, license, option, instrument or other commitment, whether written or oral.

“Control” means the possession, directly or indirectly, through one or more intermediaries, of both of the following:

(a)           in the case of a corporation, the ownership of a majority of the outstanding equity and voting securities thereof; in the case of a limited liability company, partnership, limited partnership or joint venture, the ownership right to a majority of the distributions therefrom (including liquidating distributions); in the case of a trust or estate, including a business trust, the ownership of a majority of the beneficial interest thereof; and in the case of any other entity or organization, the ownership of a majority of the economic or beneficial interest therein; and

(b)           the power and authority, through the ownership or control of voting rights or by Contract or otherwise, to direct or cause the direction of the management of such corporation, limited liability company, partnership, limited partnership, joint venture, trust, estate or other entity or organization.

and “Controls”, “Controlled by” and “under common Control with” have corresponding meanings.

“Distributable Cash” shall mean, as of any date, the cash funds and cash equivalents of the Partnership as of such date that the Partners determine are not required to be retained by the Partnership:

(a)           to meet the then projected cash requirements and needs of the Partnership for the next six months in accordance with the budget of the Partnership, taking into account a reasonable estimate of revenues to be received during such period;

(b)           to pay Composite Taxes and other assessments chargeable, if any, payable by the Partnership during the next six months;

(c)           to pay and discharge any current liabilities and obligations of the Partnership as the same become due and payable during the next six months, including scheduled principal and interest on indebtedness for borrowed money, as well as any additional amounts that may be required to be paid under or in respect of such indebtedness during the next six months; and

(d)           to maintain a cash reserve in an amount determined by the Partners for cash disbursements, including a provision for the payment of all outstanding and unpaid current obligations of the Partnership as well as any capital expenditures which, in the determination of the Partners may be required, in each case during the next six months.

3

“Effective Date” means the date first set forth above.

“Encumbrance” means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest or third party interest of any nature, adverse claim, exception, reservation, easement, right of occupation, any matter capable of registration against title, option, right of first refusal, right of pre-emption, privilege or any Contract to create any of the foregoing, but does not include Permitted Encumbrances.

“Fair Market Value” means, in relation to any property, the highest price available in an open and unrestricted market between informed and prudent parties, acting at arm’s length and under no compulsion to act, expressed in terms of money or money’s worth.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Approval” means any consent, approval or authorization of, or declaration, filing or registration with, or notice to, or order or action of, any court, administrative agency or other Governmental Authority.

“Governmental Authority” means any federal, provincial, state, local, foreign, municipal, quasi-municipal or other governmental authority, including a state, province, commonwealth, country, territory or district thereof; any city, town, township, village or other municipality; any district, ward or other subdivision of any of the foregoing; any executive, legislative or other governing body of any of the foregoing; any agency, authority, board, department, system, service, office, commission, committee, council or other administrative body of any of the foregoing; any court or other judicial body; and any officer, official or other representative of any of the foregoing.

“Initial Agreement” has the meaning set forth in the first paragraph of this Agreement.

“Insolvency Event” means, as to any partner, that:

(a)           such Partner makes an assignment of property for the benefit of creditors, or a sheriff, receiver, trustee or conservator seizes any material portion of the assets of such Partner;

(b)           a monitor, receiver, conservator, liquidator or trustee in bankruptcy is appointed in respect of such Partner, its Partnership Interest or any material portion of its assets;

(c)           any proceeding relating to a compromise or arrangement with such Partner’s creditors is commenced under bankruptcy or insolvency Laws, or Laws for relief of debtors, including the filing of a voluntary or involuntary petition under federal bankruptcy Law, unless such proceeding is disputed by the Partner in good faith and is dismissed within 30 days after it is commenced;

(d)           such Partner is adjudged or declared bankrupt or insolvent under applicable bankruptcy or insolvency legislation;

4

(e)           such Partner admits in writing that it is bankrupt, insolvent or unable to pay its debts as they become due; or

(f)            such Partner defaults under any agreement or instrument which renders enforceable an Encumbrance on its Partnership Interest and such default is not cured within the cure period (if any) permitted by such agreement or instrument.

“Internal Costs” means, in relation to a Partner and without duplication, (a) the normal salaries, wages and employee benefits of the employees of such Partner and its Affiliates that are attributable to the time that such employees expend in respect of Partnership Activities, (b) reasonable transportation, accommodation and similar out of pocket costs of such employees which are incurred in connection with Partnership Activities, and (c) a reasonable amount on account of the general and administrative overhead expenses of such Partner and its Affiliates that are attributable to the costs described in (a) and (b) above and other Partnership Activities undertaken by such Partner and its Affiliates. A Partner’s Internal Costs shall be calculated on the basis that such Partner shall not earn a profit or suffer a loss in respect of its Internal Costs. A Partner’s Internal Costs will not include its costs of capital or its interest costs.

“Law” means all statutes, regulations, ordinances, rules, orders, common law legal and equitable principles, codes of federal, provincial, state, local and foreign Governmental Authorities, and includes any order, decree, ruling, proclamation, resolution, judgment, decision or declaration of a Governmental Authority having valid jurisdiction, all as may be amended from time to time.

“Net Income” or “Net Loss”, as appropriate, shall mean, for any period, the income or loss of the Partnership from each source and activity of the Partnership for such period, as determined in accordance with GAAP.

“Non-Resident” means a Person that is not a resident of Canada within the meaning of the Tax Act and includes a partnership that is not a “Canadian Partnership” as defined in the Tax Act.

“Order” means any writ, judgment, decree, injunction or similar order of any arbitrator or any court, tribunal or other Governmental Authority having jurisdiction (in each case whether preliminary or final).

“Partner” means a partner of the Partnership.

“Partner Percentage Interest” means, with respect to each Partner, the percentage Partnership Interest of such Partner, expressed as a percentage of the total Partnership Interests, as set forth on Exhibit B hereto opposite such Partner’s name, as amended from time to time.

“Partnership” means EPCOR Power (US) GP, a Delaware partnership.

“Partnership Act” means the Revised Uniform Partnership Act of the State of Delaware, as amended.

5

“Partnership Activities” means activities required to be carried out for the benefit of the Partnership in connection with the conduct and operation of its business activities.

“Partnership Interest” means an interest of a Partner in the Partnership, including rights to share in Net Income, Net Losses, Taxable Income and Tax Loss, rights to distributions, and rights and obligations under this Agreement and the Partnership Act.

“Person” means any individual, corporation, partnership, limited liability company, firm, association, trust, Governmental Authority, unincorporated organization or any other entity, in each case whether acting in an individual, fiduciary or other capacity.

“Tax” includes all Canadian federal, provincial, territorial or municipal and all United States federal, state, local and all foreign or other taxes, rates, levies, assessments, charges and duties, including taxes measured on income and on gains derived from dispositions of property; sale, excise, capital, business transfer and value added taxes; taxes measured on capital or assets used in a business; customs and impart and export duties; and interest, penalties and fines levied or assessed in respect of any of the foregoing.

“Tax Act” means the Income Tax Act (Canada), together with all regulations made pursuant thereto, as amended from time to time.

“Taxable Income” or “Tax Loss” means the amount of income or loss of the Partnership for a Fiscal Year determined pursuant to the provisions of the Tax Act.

“Transfer” means any transfer, assignment, conveyance, sale encumbrance, grant of any lien or security interest in, mortgage, pledge, hypothecation or any other alienations of, or change in the record or beneficial ownership of, a Partnership Interest, including any transfer that would result in any Partner ceasing to own its Partnership Interest, whether made voluntarily or involuntarily by operation of law.

“Transferee Partner” means an additional Partner admitted to the Partnership in accordance with the terms of this Agreement upon Transfer of an existing Partner’s Partnership Interest.

“Treasury Regulations” shall mean the regulations promulgated by the U.S. Department of the Treasury under the Code.

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.1      Formation.    The Partners agree to continue the Partnership as a partnership under and pursuant to the provisions of the Partnership Act and agree that the rights, duties and liabilities of the Partners shall be as provided in the Partnership Act, except as otherwise provided herein. This Agreement shall become binding and effective as an agreement among the Partners as of the Effective Date.

Section 2.2      Name.    The name of the Partnership in EPCOR Power (US) GP.

6

Section 2.3      Principal Place of Business.    The principal place of business of the Partnership will be located within the United States, at any place or places as the Partners may from time to time deem advisable. The books and records of the Partnership shall be maintained at its principal place of business and shall be available to each Partner for inspection and copying.

Section 2.4      Partnership Property.    All property and rights and interests in property originally brought into the Partnership or acquired, whether by purchase or otherwise, on account of the Partnership, or for the purposes and in the cause of the Partnership business, will be held and applied by the Partnership exclusively for the purposes of the Partnership and in accordance with this Agreement.

Section 2.5      Term.    The term of the Partnership shall commence on June 1, 2007 and shall continue until the earlier of January 1, 2050 or the dissolution of the Partnership as provided in Section 8.1.

Section 2.6      Fiscal Year.    The Partnership’s annual accounting period (the “Fiscal Year”) shall be a calendar year.

Section 2.7      Names and Addresses of Partners.    The name and address of the Partners are set forth on Exhibit A attached hereto. The Partners shall cause Exhibit A to be updated from time to time as necessary to reflect accurately the information therein. Any amendment or revision to Exhibit A made in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Exhibit A shall be deemed to be a reference to Exhibit A as amended or restated, and in effect from time to time.

Section 2.8      Liability of Partners.    The Partners shall have unlimited liability for the payment, satisfaction and discharge of all debts, liabilities and obligations of the Partnership to the full extent of its assets.

Section 2.9      New Partners.    Except as expressly permitted by Article VII, no new Partners shall be admitted to the Partnership except with the written consent of all of the Partners, and in no event shall any Person that is a Non-Resident be admitted as a Partner in the Partnership.

Section 2.10    Qualification in Other Jurisdictions.    The Partners shall cause the Partnership to be qualified, formed or registered under assumed or fictitious name statutes or similar Laws in any jurisdiction in which the Partnership transacts business. Each Partner shall execute, deliver and file any certificates (and any amendments or restatements thereof) which the Partners may deem necessary or advisable in order for the Partnership to qualify to do business in any jurisdiction in which the Partnership may wish to conduct business.

Section 2.11    Agent for Service of Process.    The agent for service of process on the Partnership in the State of Delaware is The Corporation Trust Company and the mailing address for the registered office of the Company in the State of Delaware is in care of The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. Such agent and such office may be changed from time to time by the Partners.

7

Section 2.12    Representation and Warranty of Partners. Each Partner represents, warrants and covenants to each and every other Partner that it is not and will not be a Non-Resident for so long as it is a Partner, and that it will not knowingly transfer its Partnership Interest to any Person that is a Non-Resident.

Section 2.13    Partnership Not Separate Legal Entity. Pursuant to Section 15-201(a) of the Partnership Act, the Partners agree that the Partnership shall not constitute a separate legal entity distinct from the Partners and will stipulate as such in the Statement of Partnership Existence filed with the Secretary of State of the State of Delaware.

ARTICLE III

BUSINESS OF THE PARTNERSHIP

Section 3.1      Business.    The business of the Partnership shall be that of acquiring, owing, operating, managing, financing, selling or otherwise disposing of and liquidating subsidiaries engaged in the acquisition, development, construction, commissioning, ownership, management, operation, maintenance, financing, sale, disposition, decommissioning and liquidation of electric generating facilities, combined heat and power facilities and other facilities in the United States, and undertaking any and all activities related and incidental to any of the foregoing. Any deviation from the Partnership’s stated purposes shall require the Approval of the Partners. The Partners shall devote such time and attention to the business of the Partnership as is reasonably necessary to the conduct of such business and shall act as mutual agents of each other in their relationship as Partners.

Section 3.2      Borrowing.    Without in any way limiting the provisions of Section 3.1, the Partnership shall have the right, power and authority to borrow money on a secured or unsecured basis from individuals, banks and other lending institutions in order to finance or refinance Partnership assets, meet other Partnership obligations, provide Partnership working capital and for any other Partnership purpose, and to execute promissory notes, mortgages, deeds of trust and assignments of Partnership property and such other security instruments as a lender of funds may require to secure repayment of such borrowing.

ARTICLE IV

PARTNERSHIP INTERESTS

Section 4.1      Capital Contributions of the Partners. As of the date of this Agreement, each Partner has contributed to the Partnership the consideration set forth opposite its name on Exhibit B hereto in the form indicated thereon (each such contribution, a “Capital Contribution”). The agreed value of the Capital Contributions is as set forth on Exhibit B. Each Partner has, in consideration for its Capital Contribution, received the Partner Percentage Interest set forth opposite its name on Exhibit B hereto.

Section 4.2      Further Issuances. Following the execution and delivery of this Agreement, the Partnership may issue other Partnership Interests and admit the purchasers thereof as Partners as authorized and consented to by the Partners from time to time with such rights as the Partners may determine. Upon the issuance of additional Partnership Interests, each

8

Partner’s Partner Percentage Interest shall be adjusted downward to accurately reflect the appropriate percentage of dilution.

Section 4.3      Additional Capital Contributions. No Partner shall be required to make any Capital Contribution to the Partnership after the date of this Agreement except as agreed by the Partners. No voluntary Capital Contribution by any Partner other than the Capital Contributions shall be permitted unless otherwise agreed to by the Partners. Upon a Partner making any additional Capital Contribution, Exhibit B hereto shall be amended as appropriate to reflect the revised Partner Percentage Interest of each Partner.

Section 4.4      Claims of Partners. The Partners shall have no right to the return of their Capital Contributions, if any, other than as specifically provided herein and shall have no recourse against the Partnership or any Partner for the return of such amount, other than as specifically provided herein. Upon any return to any Partner of any Capital Contribution or portion thereof, Exhibit B hereto shall be amended as appropriate to reflect the revised Partner Percentage Interest of each Partner.

ARTICLE V

DISTRIBUTIONS AND ALLOCATIONS

Section 5.1      Allocations of Net Income and Net Loss.

(a)        For each Fiscal Year, or any portion thereof with respect to which the provisions of this Agreement require allocations to be made, Net Income and Net Loss shall be allocated to the Partners in proportion to their respective Partner Percentage Interests.

(b)       For purposes of the foregoing allocation provisions of this Section 5.1, in the event of any Transfers, issuances, redemptions or forfeitures of Partnership Interests or other changes in the proportionate holdings of Partnership Interests during a Fiscal Year, Net Income and Net Loss for the Fiscal Year shall be allocated to the Partners holding Partnership Interests immediately before such event and the Partners holding Partnership Interests immediately after such event, respectively, based on an interim closing of the books and, with respect to the period ending immediately before such event and the period beginning at the time of such event, shall otherwise be allocated among Partners in accordance with the allocation provisions of this Section 5.1.

(c)        All matters concerning allocations, designations, elections and income computation for United States or Canadian federal, provincial, state and local and foreign income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Approval of the Partners.

Section 5.2      Allocations of Taxable Income or Tax Loss.

(a)        Subject to Sections 5.2(b), 5.2(c) and 5.2(d), Taxable Income or Tax Loss of the Partnership from each source and activity of the Partnership and each taxable capital gain and allowable capital loss of the Partnership from the disposition of property in respect of a Fiscal Year will be allocated to the Partners in proportion to their respective Partner Percentage Interests.

9

(b)       Where assets of the Partnership which were originally contributed to the Partnership by a Partner on a “rollover” or other tax deferred basis are subsequently disposed of by the Partnership, then for the purposes of computing the Taxable Income, Tax Loss, capital gain or capital loss of such Partner under the Tax Act or any statute of any province or territory of Canada imposing a tax on income, an amount of income or gain which is attributable to the difference between the fair market value of such assets at the time of their contribution to the Partnership and the Partnership’s tax basis therein at such time shall be allocated to the Partner who so contributed such assets.

(c)        Where assets of the Partnership are distributed in kind to a Partner and the distribution results in Taxable Income, Tax Loss, capital gain or capital loss to the Partnership, then for the purposes of computing the Taxable Income, Tax Loss, capital gain or capital loss of a Partner under the Tax Act or any statute of any province or territory of Canada imposing a tax on income, such income or gain or loss shall be allocated to the Partner receiving such distribution.

(d)       In the event of any Transfers, issuances, redemptions or forfeitures of Partnership Interests or other changes in the proportionate holdings of Partnership Interests during a Fiscal Year, Taxable Income and Tax Loss for the Fiscal Year shall be allocated to the Partners holding Partnership Interests immediately before such event and the Partners holding Partnership Interests immediately after such event, respectively, based on an interim Fiscal Year end at the time of such event, and, with respect to the period ending immediately before such event and the period beginning at the time of such event, shall otherwise be allocated among Partners in accordance with the allocation provisions of this Section 5.2.

Section 5.3      Cash Distributions. The Partnership shall make distributions of Distributable Cash, at such time or times as may be determined by the Approval of the Partners, in proportion to the Partners’ respective Partner Percentage Interests at the time of such distribution.

Section 5.4      General Limitation. Notwithstanding any provision to the contrary in this Agreement, the Partnership shall not make any distributions except to the extent permitted under the Partnership Act.

Section 5.5      Distributions in Kind. All distributions under this Article V shall be in cash unless the Partners determine, by the Approval of the Partners, to make such distributions in whole or in part in kind (in which case such distributions in kind shall be made pro rata in accordance with the total amounts to be distributed to the Partners). For purposes of this Agreement, including for purpose of determining amounts distributable to any Partner under Section 5.4 and for purposes of the allocation under Article V, any property to be distributed in kind shall be assigned its Fair Market Value in such manner as may be reasonably determined by the Partners, such determination shall be conclusive and binding on all Partners, and such Fair Market Value shall be treated for all purposes hereof as a like amount of cash.

Section 5.6      Set Off and Withholding. Notwithstanding any provision to the contrary in this Agreement, the Partners may cause the Partnership to set off against, or withhold from, any distribution of cash or property in kind to any Partner, in respect of any amounts due from

10

such Partner to the Partnership under this Agreement, to the extent not otherwise paid. Any amounts so set off or withheld shall be applied by the Partnership to discharge the obligation in respect of which such amounts were set off or withheld. All amounts set off or withheld under this Section 5.6 that are attributable to any Partner shall be treated as amounts distributed to such Partner for all purposes under this Agreement.

ARTICLE VI

MANAGEMENT AND ADMINISTRATION OF THE PARTNERSHIP; TAX MATTERS

Section 6.1      Management of the Partnership; Voting Rights.

(a)        Notwithstanding anything to the contrary in this Agreement or in the Partnership Act (other than provisions thereof that specifically cannot be altered by the Partners), each Partner shall be entitled to vote on any action or matter as to which the partners of a general partnership are granted voting rights pursuant to the provisions of the Partners Act or as to which the Partners are expressly granted voting rights pursuant to the provisions of this Agreement. Without limiting the foregoing, each Partner shall be entitled to vote on any action or matter relating to the manner of exercise of voting or other shareholder or ownership rights with respect to shares or other interests that the Partnership holds in other entities. In connection therewith, each Partner shall have a vote equivalent to the Partner Percentage Interest of such Partner at such time. Partnership action on all matters shall be approved if the votes cast in favor of the action exceed the votes cast in opposition to such action, other than:

(i)           as required by the Partnership Act or other applicable Law;

(ii)          those decisions under which a Partner will incur personal liability or obligations, including obligations to contribute capital to the Partnership or provide credit support or other financial assistance to the Partnership, provided that, each Partner will be obligated to provide the Partnership (by Capital Contribution) its Partner Percentage Interest share of all costs of business activities approved by the Partners, to the extent that the Partnership does not have available funds to pay such costs; and

(iii)         a decision to delegate to one Person (other than EPEL) all of the Partners’ power ot manage, control, administer and operate the affairs of the Partnership.

(b)       Any vote or consent of the Partners may be given by written ballot or by vote at a meeting of the Partners called for that purpose or by written consent without a meeting. EPEL may at any time call a meeting of the Partners or call for a vote of the Partners without a meeting on matters on which they are entitled to vote or consent. EPEL shall call for such a meeting or vote following receipt of a written request from any Partner. Within 10 days after receipt of any such notice, EPEL shall notify all affected Partners of record as of the notice date regarding the time and place of the Partnership meeting and the general nature of the business to be transacted at the meeting. Any Partnership meeting shall be not less that 15 days or more than 60 days following mailing of the meeting notice by EPEL.

Section 6.2      Income Tax Matters; Designated Member. EPEL is hereby authorized to act on behalf of the Partnership and each of its Partners in connection with any determination that may be made by the Canada Revenue Agency and any provincial or territorial taxing

11

authority in Canada pursuant to the provisions of Section 152(1.4) of the Tax Act, as the same may be amended, and any analogous Canadian provincial or territorial legislation; and for greater certainty, EPEL is hereby appointed the designated member of the Partnership and is hereby authorized by the Partnership and each of its Partners to make an objection in respect of any such determination.

Section 6.3      Indemnification of Third Parties. The Partnership shall indemnify each person (other than a Partner) engaged in the management, administration or operation of the business and affairs of the Partnership as a representative of the Partners or any other committee established by the Partners or as an employee of the Partnership to the fullest extent permitted by applicable Law, provided that no such Person shall be entitled to indemnification in respect of willfull misconduct, gross negligence, or an act or omission not taken in good faith or which the Person had reasonable cause to believe was unlawful.  The Parties agree that the provisions of the Section 6.3 are not appropriate for Contracts for the provision of goods or services to the Partnership and that such Contracts shall incorporate such standards of care as the Partners consider appropriate and in accordance with industry standards.

ARTICLE VII

RESTRICTIONS ON TRANSFER OF PARTNERSHIP INTERESTS

Section 7.1      Permitted Transfers of Partnership Interests.  No Partner may at any time, on from time to time, Transfer all or any portion of its Partnership Interest to a Person that is not an Affiliate of such Transferring Partner without obtaining (a) the prior written and unanimous approval of the other Partner(s) (which approval may be given or withheld, conditioned or delayed by each such other Partner in its sole and absolute discretion) and (b) all necessary Government Approvals; provided, however, that, subject to compliance with Section 7.3, any Partner may Transfer all or any portion of its Partnership Interest to an Affiliate upon obtaining (x) the prior approval of the Partner(s) holding a majority of the Partner Percentage Interests not held by the Transferring Partner and (y) all necessary Government Approvals. After the consummation of any Transfer of all or any part of a Partnership Interest, the Partnership Interest so Transferred shall continue to be subject to the terms and provisions of this Agreement and any further Transfers shall be required to comply with all the terms and provisions of this Agreement. Notwithstanding the foregoing, in no event may a Partner Transfer all or any portion of its Partnership Interest to a Non-Resident.

Section 7.2      Effective Date of Permitted Transfers.  Any permitted Transfer of all or any portion of a Partnership Interest shall be effective as of the date upon which each and all of the requirements of Section 7.1 have been met. Any Transferee of a Partnership Interest shall take such Partnership Interest subject to the restrictions on Transfer imposed by this Agreement.

Section 7.3      Rights of First Offer.  Except as provided in Section 7.3(a) below, no Partner shall effect in whole or in part any Transfer of a Partnership Interest to any Person unless such Partner first complies with the first offer procedures described in Section 7.3(a) below (the “Partner First Offer Rights”).  The Partner First Offer Rights shall be as follows:

(a)        If any Partner at any time desires to effect a Transfer of all or any portion of its Partnership Interest(s), such Partner shall first give a notice (a “Partner Offer Notice”) to

12

the other Partners (the “Partner Offerees”), offering to sell such Partnership Interest (the “Partner Offered Interest”) to the Partner Offerees at the price and on the other terms and conditions set forth in such Partner Offer Notice.  The Partner Offerees shall have the right, for a period of 30 days after receipt of such Partner Offer Notice (the “Partner offer Period”), to elect to purchase from such Partner all (but not less than all) of the Partner Offered Interest at the purchase price and on the other terms and conditions specified in the Partner Offered Notice by giving such Partner notice of such Election (a “Partner Exercise Notice”).  If more than one Partner Offeree makes such election, the percentage of such Partner Offered Interest that each electing Partner Offeree (the “Electing Partner Offerees”) shall be entitled to purchase shall be determined on a pro rata basis in proportion to their respective Partner Percentage Interests.  Such Partner Exercise Notice may be given separately or jointly by more than on Electing Partner Offeree. In any such Partner Exercise Notice, the Electing Partner Offeree may specify that the Partner Offered Interest will be purchased by such Electing Partner Offeree or one or more of its respective Affiliates.  Upon the giving of a valid Partner Exercise Notice, the parties shall cause the Partner Offered Interest to be sold to the purchaser(s) specified therein in accordance with the terms and conditions specified in the applicable Partner Offer Notice and the sale procedures described in Section 7.3(c).

(b)       If none of the Partner Offerees give such Partner a Partner Exercise Notice within the Partner Offer Period, then at any time within 90 days commencing upon the expiration of such Partner Offer Period, such Partner may enter into a binding agreement to Transfer all (but not less than all) of the Partner Offered Interest to any Person, subject to the Transfer restrictions set forth in Section 7.1 (to the extent applicable).  If consummation of such Transfer is not precluded pursuant to such Transfer restrictions, such Partner may proceed to close such Transfer, which closing shall (i) occur no later than 90 days after the expiration of such 90 day period, (ii) be at a price not less than the price set forth in the Partner Offer Notice, and (iii) be on terms and conditions substantially the same as those specified in the Partner Offer Notice.  The time periods specified in the Section 7.3(b) shall be extended to the extent necessary to accommodate any required Governmental Authority filings or Governmental Approvals, each of which filings and approvals such Partner agrees to use its best efforts to make or obtain as quickly as reasonably practicable.  If such Partner fails to agree to and close a permitted Transfer within the above specified periods, then all of the restrictions stated in the Section 7.3 shall apply again as though no Partner Offer Notice had been hereunder.

(c)        The closing of any purchase by a Partner (or its Affiliate) of a Partner Offered Interest hereunder shall take place at a time and place reasonably acceptable to the participating parties.  Prior to any such closing, the parties shall take all other actions required to permit such closing to take place, including, without limitation, making any required filings with Governmental Authorities, obtaining any required Governmental Approvals and obtaining any required contractual consents.  At such closing, the Transferor of any Partnership Interest shall deliver to the applicable purchaser(s) such documentation as such purchaser(s) may reasonably request to evidence the Transfer of such interest against payment of the purchase price therefor.

(d)       The Partner First Offer Rights shall not apply to any Transfer from a Partner to its Affiliate; provided, that, in the case of Transfers to a Affiliate, the Transferee(s) agree in writing in a form reasonably satisfactory to the parties to this Agreement to be bound by each of the provisions of this Agreement in respect of the Transferred interest(s).

13

Section 7.4      Admission of Transferee as Partner.  A Transferee of a Partnership Interest, including an Affiliate of a Partner desiring to be admitted as a Partner, must execute a counterpart of, or an agreement adopting, this Agreement and any and all relevant related agreements as the Partnership may reasonably require. Subject to obtaining the foregoing required consents, if applicable, and compliance with the applicable provisions of this Agreement, a Transferee of a Partnership Interest shall be admitted as Partner. Upon the admission of the Transferee as a Partner, the Transferee shall have, to the extent of the Partnership Interest Transferred, the rights and powers and shall be subject to the restrictions and liabilities of a Partner under this Agreement and the Partnership Act.  The Transferee shall also be liable, to the extent of the Partnership Interest Transferred, for the unfulfilled obligations, if any, of the Transferor Partner to make Capital Contributions, but shall not be obligated for liabilities unknown to the Transferee at the time such Transferee was admitted as a Partner and that could not be ascertained from this Agreement.  Except as otherwise provided in this Agreement, and except with respect to liabilities unknown to the Transferee at the time of the Transfer and that could not be ascertained from this Agreement, upon admission of such Transferee as a Partner, the Transferor Partner shall be released from any liability to the Partnership under this Agreement and the Partnership Act.

Section 7.5      Transfers in Violation of Agreement.

(a)        Except as hereinafter expressly provided, any attempted Transfer of a Partnership Interest in violation of the foregoing restrictions, and any attempted charge upon or attachment of a Partnership Interest by judicial process, a foreclosure by a creditor of a Partner or otherwise, shall be invalid, null and void and of no force or effect whatsoever, and no Person shall as a result of any such attempted Transfer, charge or attachment acquire or succeed to any rights or interests associated with such Partnership Interest, including but not limited to any right to vote or participate in the management of the Partnership, property and affairs of the Partnership, receive any share of the Partnership’s Net Income, Net Loss or distributions of the Partnership’s assets or exercise any other rights of a Partner.

(b)       Upon any attempted Transfer of a Partnership Interest in violation of the foregoing restrictions, and any attempted charge upon or attachment of a Partner’s Partnership interest by judicial process, a foreclosure by a creditor of a Partner or otherwise, the Transferee shall have no right to vote or participate in the management of the business, property and affairs of the Partnership or to exercise any rights of a Partner, including, without limitation, the right to vote or participate in the management of the Partnership, or, except as otherwise expressly provided by Law, any right to information concerning the business and affairs of the Partnership.

(c)        Except to the extent otherwise expressly agreed, no purchase and sale of a Partner’s Partnership Interest pursuant to this Article VII shall result in the release of the Partner from any liability incurred by the Partner to the Partnership or any other Partner prior to the closing of such purchase and sale.

Section 7.6      Adjustment of Partner Percentage Interests.  The Partner Percentage Interests of the Partners shall be adjusted as appropriate to reflect any permitted Transfer of any Transferring Partner’s Partnership Interest under this Article.

14

ARTICLE VIII

DISSOLUTION AND TERMINATION OF THE PARTNERSHIP

Section 8.1      Dissolution and Termination of the Partnership.  Any decision to wind up the business and affairs of the Partnership or to dispose of all or substantially all of the assets of the Partnership requires the Approval of the Partners.  In the event dissolution of the Partnership is approved, distributions to the Partners shall be made at the same time or times and in proportion to their respective Partner Percentage Interests.  Distributions may be effected in kind if the Approval of the Partners has been obtained, any such distributions shall be effected, to the extent practicable, in a manner that defers, to the maximum extent possible, taxes that would otherwise be payable by the Partnership or the Partners.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1      Notices.

(a)        Notice Methods and Addresses.  All notices, requests, demands and other communications required or permitted to be given hereunder shall be given in writing (i) by personal delivery, (ii) by recognized overnight air courier service, (iii) by United States or Canadian postal service, postage prepaid, registered or certified mail, return receipt requested, or (iv) by facsimile transmission, using facsimile equipment providing written confirmation of receipt at the receiving facsimile number.  All notices to the parties shall be made to the addresses provided in Exhibit A.  Any notice shall be deemed to have been given on the date delivered, if delivered personally, by overnight air courier service or by facsimile transmission; or, if mailed, shall be deemed to have been given on the date shown on the return receipt as the date of delivery or the date on which the postal service certified that it was unable to deliver, whichever is applicable.

(b)       Change of Address.  Any party may change the address or facsimile number to which notices are to be delivered under this Agreement by giving notice of such change of address or facsimile number to the other parties in accordance with the requirements of the Section 9.1.

Sections 9.2    Entire Agreement.    This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties relating to the subject matter hereof.

Section 9.3      Amendment.  This Agreement may be amended upon the consent or action in writing by Approval of the Partners.

Section 9.4      Waivers.  No waiver of any provision of this Agreement shall be valid or binding unless it is in writing and signed by the parties hereto.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver of any partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other such right, power or privilege.  No waiver of any breach, term or condition of this Agreement by any party shall constitute a subsequent waiver of the same or any other breach, term or condition.

15

Section 9.5      Severable Provisions. If any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, the remainder nevertheless shall remain in full force and effect.

Section 9.6      Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 9.7      Venue; Jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of Delaware, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

Section 9.8      Governing Law. This Agreement and the rights and duties of the parties arising out of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference t the conflict of laws rules thereof.

Section 9.9      Further Assurances. Each of the parties shall execute such agreements, instruments and other documents and take such further actions as may be reasonably required or desirable to carry out the provisions and the transactions contemplated by this Agreement, including but not limited to the execution of such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization, and cooperating in obtaining any third party consent and approvals necessary in order to accomplish and give full force and effect to the transactions contemplated hereby.

Section 9.10    Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective successors and assigns.

Section 9.11    Waiver of Partition. Each Partner hereby irrevocably waives during the term of the Partnership any right that it or he or she may have to maintain any action for partition with respect to any Partnership property.

[Signature page follows]

16

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representative as of the date first above written.

EPCOR POWER EQUITY LTD.
By:	/s/ Kate Chisholm
	Name:	Kate Chisholm
	Title:	Vice-President and General Counsel
By:	/s/ William Wright
	Name:	William Wright
	Title:	Assistant Corporate Secretary
EPLP POWER INC.
By:	/s/ Kate Chisholm
	Name:	Kate Chisholm
	Title:	Vice-President and General Counsel
By:	/s/ William Wright
	Name:	William Wright
	Title:	Assistant Corporate Secretary

[SIGNATURE PAGE TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF EPCOR POWER (US) GP]

EXHIBIT A

NAMES AND ADDRESSES OF PARTNERS

All notices to the parties shall be made:

EPCOR Power Equity Ltd.

10065 Jasper Avenue

Edmonton, Alberta T5J 3B1

Attention: Executive Vice President

Telecopy No.: (780) 412-3192

EPLP Power Inc.

10065 Jasper Avenue

Edmonton, Alberta T5J 3B1

Attention: Executive Vice President

Telecopy No.: (780) 412-3192

with a copy in each instance to:

EPCOR Utilities Inc.

10065 Jasper Avenue

Edmonton, Alberta T5J 3B1

Attention: General Counsel

Telecopy No.: (780) 412-3773

Exhibit A-I

EXHIBIT B

PARTNERSHIP INTEREST SCHEDULE

Name of Partner	Partner Percentage Interest		Capital Contributions
EPCOR Power Equity Ltd.	99.5	%	$	99,500.00
EPLP Power Inc.	0.5	%	$	500.00

Exhibit B-I

EXHIBIT C

Resolution of EPCOR Power Equity Ltd.

(the “Corporation”)

As Managing Partner of EPCOR Power (US) G.P.

Resolutions of the Board of Directors (the “Board”) approving the US$225 Million Private Placement

WHEREAS the Corporation, as the managing partner of the EPCOR Power (US) G.P. (the “Issuer”), has the power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of the Issuer;

AND WHEREAS the Board of Directors of the Corporation (the “Board”), as managing partner of the Issuer, having been advised that the Board of Directors of EPCOR Power L.P. (the “Partnership”), the Issuer’s ultimate parent, has determined that it is in the best interests of the Partnership to initiate the refinancing of existing U.S. debt facilities (the “Refinancing”) and as part of the Refinancing has provided their approval to facilitate the issuance of up to US$250,000,000 in senior notes (the “Notes”) of a wholly owned US subsidiary of the Partnership;

AND WHEREAS the Issuer, as part of the Refinancing, intends to conduct a private placement financing of up to US$225,000,000 of Notes, pursuant to the prior authorization of the Partnership, subject to the terms and conditions as set out on the term sheet attached to and forming part of the materials for this meeting (the “Term Sheet”) and further that the Notes will be fully and unconditionally guaranteed by the Partnership (the “Offering”);

AND WHEREAS the Board has been provided with a copy of the Term Sheet pursuant to which the Issuer will conduct the Offering and the net proceeds from the issuance of the Notes are to be used to refinance existing debt and/or for general purposes of the Partnership as described in the Term Sheet;

NOW, THEREFORE, upon motion duly moved and seconded, it was unanimously resolved that the following Resolutions be approved:

1.The Corporation, as managing partner of the Issuer, is hereby authorized to effect the Offering, as contemplated in the materials attached to the agenda for this meeting:

2.The Notes to be issued by the Issuer shall be issued with terms of no less than seven (7) years and no greater than fifteen (15) years with bullet repayment at maturity;

3.Subject to the provisions of paragraphs 1 and 2 (above), this authorization expressly extends to such non-material variations, alterations or modifications in the Offering as any two officers of the Corporation (the “Officers”), on behalf of

and in its capacity as managing partner of the Issuer, determine to be necessary or desirable and in the best interests of the Issuer;

4.The Officers are authorized to:

(a)perform or cause to be performed on behalf of the Issuer all acts, approvals and other things to give effect to the foregoing resolutions as those persons determine to be necessary or desirable and in the best interests of the Issuer; and

(b)negotiate and settle the terms of, and execute and deliver on behalf of and in the name of the Issuer, with or without the Corporation’s seal, all agreements, documents and other instruments to give effect to the foregoing resolutions as those persons determine to be necessary or desirable and in the best interests of the Issuer, and any things performed or to be performed, and any instruments executed and delivered, by those persons shall be conclusive evidence that those things and instruments have been determined by those persons to be necessary or desirable and in the best interests of the Issuer.

5.Any act or thing done or performed prior to the date of these resolutions, by the Officers, in relation to the Offering, to give effect to or to implement any of the foregoing resolutions, is hereby ratified, approved and confirmed.

2

EXHIBIT D

CERTIFICATE OF INCUMBENCY

OF THE OFFICERS AND DIRECTORS OF

EPCOR POWER EQUITY LTD.

I, the undersigned, of EPCOR Power Equity Ltd., hereby certify that each of the persons named below has been duly appointed to the office in EPCOR Power Equity Ltd. set opposite their respective name and that each such person is now holding such office and is acting as such officer and/or director:

Name	Office
Brian Vaasjo	Director
Stuart Lee	Director
Robert Normand	Director
Don Lowry	President and Chief Executive Officer
Mark Wiltzen	Senior Vice President and Chief Financial Officer
Kate Chisholm	Vice President, General Counsel and Corporate Secretary
John Patterson	Vice President and Treasurer
William Wright	Assistant Corporate Secretary

I give this certificate in my capacity as an officer of EPCOR Power Equity Ltd., and no personal liability is created against or assumed by me in respect of the giving of this certificate.

DATED at Edmonton, Alberta, Canada this 13th day of August, 2007.

/s/ William Wright

William Wright

Assistant Corporate Secretary

EX-3.61

Exhibit 3.61

ATLANTIC AUBURNDALE, LLC

(A Delaware Limited Liability Company)

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made effective as of November 21, 2008, by the party listed on the signature page hereof (the “Member”).

RECITALS

A.The Member has created a limited liability company, to be called Atlantic Auburndale, LLC (the “Company”), under and pursuant to the Delaware Limited Liability Company Act codified at Del. Code Ann. tit. 6, §§18-101 et. seq. (the “Act”), for the purpose of, investing, reinvesting and managing the assets of the Company and engaging in other business activities authorized under the Act.

B.The rights, powers, duties and obligations of the Member, and the management, operations and activities of the Company, shall be governed by this Agreement.

TERMS OF AGREEMENT

In furtherance of the foregoing Recitals, the Member declares as follows:

ARTICLE 1

ORGANIZATION

Section 1.1.Formation; Name. The Member has executed this Agreement for the purpose of establishing and governing the Company. The name of the Company shall be “Atlantic Auburndale, LLC.”

Section 1.2.Certificate of Formation; Foreign Qualification. On November 7, 2008, Mitchell D. Carroll, as an authorized person of the Company, formed the Company by executing and delivering a Certificate of Formation to the Secretary of State of the State of Delaware in accordance with and pursuant to the Act. Prior to the Company’s conducting business in any jurisdiction other than the State of Delaware, the Member shall cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. The Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

Section 1.3.No State Law Partnership; Liability to Third Parties. The Member intends that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other

Member, if applicable, for any purposes other than federal and state tax purposes, and that this Agreement not be construed to suggest otherwise. Except as otherwise required by law, no Member shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

Section 1.4.Principal Place of Business. The principal place of business of the Company shall be located at 200 Clarendon St., 25th Floor, Boston, MA 02116, or at such other address as shall be designated from time to time by the Member.

ARTICLE 2

PURPOSES AND POWERS, REGISTERED OFFICE AND REGISTERED AGENT,

AND TERM OF COMPANY

Section 2.1.Purposes and Powers. The Company has been formed for the purpose of (a) investing and reinvesting the assets invested (as capital contributions) by the Member in the Company, and (b) conducting any business that may lawfully be conducted by a limited liability company formed under the Act. The Company shall have all of the powers granted to a limited liability company under the laws of the State of Delaware.

Section 2.2.Registered Agent. The registered agent for service of process on the Company in the State of Delaware shall be the Corporation Trust Company, whose address is 1209 Orange Street, Wilmington, DE 19801.

Section 2.3.Term. The term of the Company shall commence on the date the Certificate of Formation of the Company is filed with the Delaware Secretary of State and shall continue until dissolved or terminated pursuant to law or the provisions of this Agreement.

ARTICLE 3

CAPITAL CONTRIBUTIONS

Section 3.1.Member’s Contributions. Contemporaneously with the execution of this Agreement, the Member shall make an initial contribution to the capital of the Company. Additional contributions to capital to the Company shall be made from time to time in such amounts as may be determined by the Member.

Section 3.2.Return of Contributions. The Member shall be entitled to the return of its contributions to capital of the Company upon the terms and conditions contained in this Agreement. No interest shall be due or payable on either the Member’s capital account or its capital contribution. Any unreturned capital contribution shall not be a liability of the Company.

2

ARTICLE 4

PROFITS AND LOSSES; DISTRIBUTIONS; ACCOUNTING MATTERS

Section 4.1.Allocation of Profits and Losses. All income, gain, loss, deductions and credits of the Company shall be allocated to the Member.

Section 4.2.Distributions. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Company may elect from time to time to make distributions to the Member.

Section 4.3.Books, Fiscal Year. The books of the Company shall be kept on the accrual basis and in accordance with United States generally accepted accounting principles consistently applied. The fiscal year of the Company shall be the calendar year.

Section 4.4.Tax Returns. The Member shall cause to be prepared and filed all necessary federal and state tax returns for the Company.

ARTICLE 5

MEMBER MANAGEMENT

Section 5.1.Management by Member. (a) The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, and (b) the Member may make all decisions and take all actions for the Company not otherwise provided for in this Agreement. Subject to the provisions of this Agreement, the Member may from time to time determine to delegate such decision-making power to any officers that may be appointed in accordance with Section 5.2 (each, an “Officer”) or any other body or representative.

Section 5.2.Officers. The Member shall appoint Officers of the Company as required by law and as the Member may, from time to time, deem necessary, advisable or convenient. The Member may delegate such of its authorities and responsibilities to an Officer or any other party as the Member may elect. The Officers of the Company will exercise the powers and perform the duties delegated to such Officers by the Member in accordance with this Agreement. The Officers will hold office until their successors are appointed and qualified, unless a vacancy results from the death, resignation or removal of such Officer from office by the Member. The Member is empowered to fill any vacancy in any office of the Company and to remove any Officer, with or without cause, at any time and in its sole discretion. All of the Officers of the Company shall be appointed by the Member. Any one or more offices may be held by the same person. Any Officer may resign at any time by giving written notice of such resignation to the Member. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon acceptance thereof by the Member. As of the date hereof, the Officers of the Company shall be those as listed on Schedule 1 hereto.

3

ARTICLE 6

INDEMNIFICATION

Section 6.1.Indemnification of Member. The Company agrees to indemnify the Member to the fullest extent permitted by law, and to save and hold the Member harmless from, and in respect of, all of the following: (1) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against the Member or the Company that arise out of or in any way relate to the Company, its properties, business or affairs, and (2) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand. Expenses, including attorneys’ fees, incurred by the Member in defending any proceeding referred to in this section, shall be paid by the Company, in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the Member to repay such amount, if it shall ultimately be determined that such Member is not entitled to be indemnified by the Company as authorized in this section.

ARTICLE 7

TRANSFERS

The Member shall have the right to sell, transfer or assign an interest in the Company (an “Interest”) at any time and in any manner that is permitted by the Act, either voluntarily or by operation of law. The Member may also encumber, collaterally assign, mortgage or pledge its Interest to secure financing for the Member or its affiliates. The Member may Transfer all or a portion of its Interest. In the event of the Transfer of less than all of the Member’s Interest, the transferee shall become a Member of the Company. In the event of the Transfer of all the Member’s Interest, the transferee shall succeed to all the Member’s rights under this Agreement. Upon the Transfer of the Member’s Interest, the transferee shall become a Member of the Company upon the completion of the Transfer without any further action. As used in this Article, “Transfer” means any sale, assignment (other than a collateral assignment) or conveyance and any transfer occurring as a result of or in connection with the enforcement or realization by a secured party of its security interest granted by means of any encumbrance, collateral assignment, mortgage or pledge by a Member of all or any portion of its Interest, whether occurring voluntarily or by operation of law or the disposition of any Interest pursuant to a foreclosure or sale in lieu of a foreclosure.

ARTICLE 8

DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY

Section 8.1.Dissolution. The Company shall be dissolved and its affairs wound up on the first to occur of the following:

(a)the written election of the Member to dissolve; or

4

(b)an entry of a decree of judicial dissolution of the Company.

Section 8.2.Liquidation and Termination. On dissolution of the Company, the Member shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to manage the Company assets with all of the power and authority of the Member. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the liquidator to minimize any losses resulting from liquidation. The liquidator, as promptly as possible after dissolution, shall apply the proceeds of liquidation as set forth in the remaining sections of this Article.

Section 8.3.Payment of Debts. The assets shall first be applied to the payment of the expenses of liquidation and the liabilities of the Company.

Section 8.4.Remaining Distribution. The remaining assets shall then be distributed to the Member.

Section 8.5.Reserve. Notwithstanding the foregoing provisions, the liquidator may retain such amount as it deems necessary as a reserve for any contingent liabilities or obligations of the Company, which reserve, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Article.

Section 8.6.Final Accounting. The Member shall be furnished with a statement prepared by the Company’s certified public accountants, which shall set forth the assets and liabilities of the Company as of the date of the complete liquidation. Upon the compliance by the liquidator with the foregoing distribution plan, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act.

ARTICLE 9

AMENDMENTS

No amendment of this Agreement will be enforceable unless set forth in writing and signed by the Member.

ARTICLE 10

MISCELLANEOUS

Section 10.1.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

5

Section 10.2.Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

Section 10.3.Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

6

IN WITNESS WHEREOF, the Member has caused this Agreement to be executed and delivered by its duly-authorized representative as of the day and year first above written.

MEMBER:
HARBOR CAPITAL HOLDINGS, LLC
By:	Atlantic Power Holdings, LLC,
	its Sole Member
	By:	Atlantic Power Management, LLC,
		its Manager
	By:		/s/ Barry Welch
	Name:		Barry Welch
	Title:		President

Signature Page to Atlantic Auburndale LLC Agreement

7

SCHEDULE 1

INCUMBENCY OF OFFICERS

Name	Office	Specimen Signature
Barry E. Welch	President	/s/ Barry E. Welch
Patrick Welch	Vice President	/s/ Patrick Welch
Paul Rapisarda	Vice President	/s/ Paul Rapisarda

Schedule 1 to Atlantic Auburndale LLC Agreement

EX-3.62

Exhibit 3.62

ATLANTIC CADILLAC HOLDINGS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

WHEREAS, the undersigned constitutes the sole member of Atlantic Cadillac Holdings, LLC, a Delaware limited liability company (the “Company”) and desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares as follows:

1.Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.General Management. The business and affairs of the Company shall be managed by Atlantic Power Transmission, Inc., a Delaware corporation, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

3.Election of Officers; Delegation of Authority. The sole member hereby designates Barry E, Welch as the President of the Company and each of Paul H. Rapisarda and Patrick J. Welch as Vice Presidents of the Company. The President shall execute all resolutions and authorizations, as well as bonds, mortgages and all other contracts of the Company, and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President. The sole member may designate one or more additional officers with such titles as may be designated by the sole member to act in the name of the Company with such authority as may be delegated to such officer(s) by the sole member. Each officer shall act pursuant to his delegated authority until such officer is removed by the sole member. Any action taken by an officer designated by the sole member shall constitute the act of and serve to bind the Company.

4.Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 15th day of October, 2010.

ATLANTIC POWER TRANSMISSION, INC.
the sole member
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

Signature Page to Atlantic Cadillac LLC Agreement

2

EX-3.63

Exhibit 3.63

ATLANTIC IDAHO WIND C, LLC

LIMITED LIABILITY COMPANY AGREEMENT

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

WHEREAS, the undersigned constitutes the sole member of Atlantic Idaho Wind C, LLC, a Delaware limited liability company (the “Company”) and desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares as follows:

1.Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.General Management. The business and affairs of the Company shall be managed by Atlantic Idaho Wind Holdings, LLC, a Delaware limited liability company, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

3.Election of Officers; Delegation of Authority. The sole member hereby designates Barry E. Welch as the President of the Company and each of Paul H. Rapisarda and Patrick J. Welch as Vice Presidents of the Company. The President shall execute all resolutions and authorizations, as well as bonds, mortgages and all other contracts of the Company, and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President. The sole member may designate one or more additional officers with such titles as may be designated by the sole member to act in the name of the Company with such authority as may be delegated to such officer(s) by the sole member. Each officer shall act pursuant to his delegated authority until such officer is removed by the sole member. Any action taken by an officer designated by the sole member shall constitute the act of and serve to bind the Company.

4.Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 24th day of June, 2010.

ATLANTIC IDAHO WIND HOLDINGS, LLC
the sole member
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

Signature Page to AIWC LLC Agreement

2

EX-3.64

Exhibit 3.64

ATLANTIC IDAHO WIND HOLDINGS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

WHEREAS, the undersigned constitutes the sole member of Atlantic Idaho Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares as follows:

1.Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.General Management. The business and affairs of the Company shall be managed by Atlantic Power Transmission, Inc., a Delaware corporation, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

3.Election of Officers; Delegation of Authority. The sole member hereby designates Barry E. Welch as the President of the Company and each of Paul H. Rapisarda and Patrick J. Welch as Vice Presidents of the Company. The President shall execute all resolutions and authorizations, as well as bonds, mortgages and all other contracts of the Company, and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President. The sole member may designate one or more additional officers with such titles as may be designated by the sole member to act in the name of the Company with such authority as may be delegated to such officer(s) by the sole member. Each officer shall act pursuant to his delegated authority until such officer is removed by the sole member. Any action taken by an officer designated by the sole member shall constitute the act of and serve to bind the Company.

4.Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 24th day of June, 2010.

ATLANTIC POWER TRANSMISSION, INC.
the sole member
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

Signature Page to AIWH LLC Agreement

2

EX-3.65

Exhibit 3.65

ATLANTIC PIEDMONT HOLDINGS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

WHEREAS, the undersigned constitutes the sole member of Atlantic Piedmont Holdings, LLC, a Delaware limited liability company (the “Company”) and desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares as follows:

1.Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.General Management. The business and affairs of the Company shall be managed by Atlantic Power Transmission, Inc., a Delaware corporation, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

3.Election of Officers; Delegation of Authority. The sole member hereby designates Barry E. Welch as the President of the Company and each of Paul H. Rapisarda and Patrick J. Welch as Vice Presidents of the Company. The President shall execute all resolutions and authorizations, as well as bonds, mortgages and all other contracts of the Company, and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President. The sole member may designate one or more additional officers with such titles as may be designated by the sole member to act in the name of the Company with such authority as may be delegated to such officer(s) by the sole member. Each officer shall act pursuant to his delegated authority until such officer is removed by the sole member. Any action taken by an officer designated by the sole member shall constitute the act of and serve to bind the Company.

4.Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 6th day of October, 2010.

ATLANTIC POWER TRANSMISSION, INC.
the sole member
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

Signature Page to Atlantic Piedmont LLC Agreement

2

EX-3.66

Exhibit 3.66

ATLANTIC POWER SERVICES, LLC

LIMITED LIABILITY COMPANY AGREEMENT

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

WHEREAS, the undersigned constitutes the sole member of Atlantic Power Services, LLC, a Delaware limited liability company (the “Company”) and desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares as follows:

1.             Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.             General Management. The business and affairs of the Company shall be managed by Atlantic Power Holdings, Inc., a Delaware corporation, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

3.             Election of Officers; Delegation of Authority. The sole member hereby designates Barry E. Welch as the President of the Company and Paul H. Rapisarda as Vice Presidents of the Company. The President shall execute all resolutions and authorizations, as well as bonds, mortgages and all other contracts of the Company, and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President. The sole member may designate one or more additional officers with such titles as may be designated by the sole member to act in the name of the Company with such authority as may be delegated to such officer(s) by the sole member. Each officer shall act pursuant to his delegated authority until such officer is removed by the sole member. Any action taken by an officer designated by the sole member shall constitute the act of and serve to bind the Company.

4.             Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.             Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.             No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 25th day of July, 2011.

ATLANTIC POWER HOLDINGS, INC.
the sole member
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

2

EX-3.67

Exhibit 3.67

ATLANTIC RENEWABLES HOLDINGS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

WHEREAS, the undersigned constitutes the sole member of Atlantic Renewables Holdings, LLC, a Delaware limited liability company (the “Company”) and desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares as follows:

1.Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.General Management. The business and affairs of the Company shall be managed by Harbor Capital Holdings, LLC, a Delaware limited liability company, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

3.Election of Officers; Delegation of Authority. The sole member hereby designates Barry E. Welch as the President of the Company and each of Paul H. Rapisarda and Patrick J. Welch as Vice Presidents of the Company. The President shall execute all resolutions and authorizations, as well as bonds, mortgages and all other contracts of the Company, and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President. The sole member may designate one or more additional officers with such titles as may be designated by the sole member to act in the name of the Company with such authority as may be delegated to such officer(s) by the sole member. Each officer shall act pursuant to his delegated authority until such officer is removed by the sole member. Any action taken by an officer designated by the sole member shall constitute the act of and serve to bind the Company.

4.Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 27th day of March, 2009.

Harbor Capital Holdings, LLC, the sole member
By: Atlantic Power Holdings, LLC, its sole member
By: Atlantic Power Management, LLC, its manager
	By:	/s/ Barry E. Welch
		Barry E. Welch
		President and Chief Executive Officer

2

EX-3.68

Exhibit 3.68

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

AURBURNDALE GP, LLC

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members;

WHEREAS, the undersigned constitutes the sole member of Auburndale GP, LLC, a Delaware limited liability company (the “Company”;

WHEREAS, the original limited liability company agreement of the company was entered into as of August 7, 2003 by the undersigned, as amended by that certain First Amendment to the Limited Liability Company Agreement dated March 25, 2009 (the “Original Agreement”); and

WHEREAS, the undersigned, as the current sole member of the Company, desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares that the Original Agreement is amended and restated to read, in its entirety, as follows:

1.Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.Principal Place of Business. The Company’s principal place of business is 200 Clarendon Street, 25th Floor, Boston, MA 02116, or such other place or places as the sole member may hereafter determine in accordance with this agreement.

3.General Management. The business and affairs of the Company shall be managed by Auburndale LP, LLC, a Delaware limited liability company, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

4.Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

7.Sole LLC Agreement. This Agreement constitutes the limited liability company agreement of the Company, and supersedes all prior agreements, understandings and other instruments that may previously have served as the limited liability agreement of the Company, including, without limitation, the Original Agreement.

[Signature page follows.]

2

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 3rd day of November, 2011.

AUBURNDALE LP, LLC
By: Atlantic Auburndale, LLC, its sole member
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

[Signature Page to A&R Limited Liability Company Agreement of Auburndale GP, LLC]

EX-3.69

Exhibit 3.69

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

AURBURNDALE LP, LLC

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members;

WHEREAS, the undersigned constitutes the sole member of Auburndale LP, LLC, a Delaware limited liability company (the “Company”;

WHEREAS, the original limited liability company agreement of the company was entered into as of August 7, 2003 by Auburndale Holdings, LLC, the then sole member of the Company, as amended by that certain First Amendment to the Limited Liability Company Agreement dated March 25, 2009 by the undersigned (the “Original Agreement”); and

WHEREAS, the undersigned, as the current sole member of the Company, desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares that the Original Agreement is amended and restated to read, in its entirety, as follows:

1.Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.Principal Place of Business. The Company’s principal place of business is 200 Clarendon Street, 25th Floor, Boston, MA 02116, or such other place or places as the sole member may hereafter determine in accordance with this agreement.

3.General Management. The business and affairs of the Company shall be managed by Atlantic Auburndale, LLC, a Delaware limited liability company, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

4.Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

7.Sole LLC Agreement. This Agreement constitutes the limited liability company agreement of the Company, and supersedes all prior agreements, understandings and other instruments that may previously have served as the limited liability agreement of the Company, including, without limitation, the Original Agreement.

[Signature page follows.]

2

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 3rd day of November, 2011.

ATLANTIC AUBURNDALE, LLC
the sole member
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

[Signature Page to A&R Limited Liability Company Agreement of Auburndale LP, LLC]

EX-3.70

Exhibit 3.70

December 13, 2004

BADGER POWER GENERATION I LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BADGER POWER GENERATION I LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY. AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton Power Funding, LLC, a Delaware limited liability company (the Member).

WHEREAS, BADGER POWER GENERATION I INC. was incorporated as a Delaware corporation on July 13, 1990;

WHEREAS, BADGER POWER GENERATION I INC. was appropriately converted into a limited liability company with the name “BADGER POWER GENERATION I LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 10, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 10, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 10, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “BADGER POWER GENERATION I LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in ‘the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55” Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

1

Act means the Delaware Limited Liability Company Act, 6 Del. C. $18-101 et. seq., as amended and in effect from time to time.

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton Power Funding, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as refemng to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

2

(g)the words “herein”, “hereof, and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is Ned with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

4

Withholding

9.2The Company shall comply with tax withholding requirement. under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.          EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on. the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

6

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or. bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and, to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:
Teton Power Funding, LLC
By:	/s/ Barry Welch
	Name:	Barry Welch
	Title:	President

1

EX-3.71

Exhibit 3.71

December 13,2004

BADGER POWER GENERATION II LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF BADGER POWER GENERATION II LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton Power Funding, LLC, a Delaware limited liability company (the Member).

WHEREAS, BADGER POWER GENERATION II INC. was incorporated as a Delaware corporation on July 13, 1990;

WHEREAS, BADGER POWER GENERATION II INC. was appropriately converted into a limited liability company with the name “BADGER POWER GENERATION II LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 10,2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 10,2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 10, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “BADGER POWER GENERATION.II LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

1

Actmeans the Delaware Limited Liability Company Act, 6 Del. C. $18-101 et. seq., as amended and in effect fiom time to time.

Affiliateshall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificatemeans the Certificate of Formation of the Company, as amended, modified or supplemented fiom time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton Power Funding, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Personmeansany natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as fiom time to time amended, supplemented, restated or otherwise modified, (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)anyreference herein to any Person shall be construed to include such Person’s successors and assigns;

2

(g)the words “herein”, “hereof, and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of tbe Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cashof the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of tbe Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the. Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to, be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the ‘relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns pe tted under this Agreement, heirs, and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

6

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company asset..

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2 Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton Power Funding, LLC

By:	/s/ Barry Welch
	Name: Barry Welch
	Title:  President

LLC Agreement Signature Page BADGER POWER GENERATION II LLC

EX-3.72

Exhibit 3.72

December 13, 2004

BAKER LAKE HYDRO LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF BAKER LAKE HYDRO LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton Power Funding, LLC, a Delaware limited liability company (the Member).

WHEREAS, BAKER LAKE HYDRO INC. was incorporated as a Delaware corporation on November 21, 1989;

WHEREAS, BAKER LAKE HYDRO INC. was appropriately converted into a limited liability company with the name “BAKER LAKE HYDRO LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on February 24, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on February 24, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated a s of February 24, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “BAKER LAKE HYDRO LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Sheet, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. seq., as amended and in effect from time to time.

1

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton Power Funding, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”,

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

2

(g)the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement,

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, Liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

4

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

6

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his’ successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity.

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4 The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton Power Funding, LLC

By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page BAKER LAKE HYDRO LLC

EX-3.73

Exhibit 3.73

LIMITED LIABILITY COMPANY AGREEMENT

of

CURTIS PALMER LLC

Dated as of September 28, 2007

TABLE OF CONTENTS

ARTICLE I

Introduction

SECTION 1.01. Name	1
SECTION 1.02. Registered Agent and Office	1
SECTION 1.03. Purpose	1
SECTION 1.04. Liability of the Member	1
SECTION 1.05. Management	2
SECTION 1.06. Board of Managers Meetings; Location	2
SECTION 1.07. Quorum; Approval	2
SECTION 1.08. Board of Managers Authority	2
SECTION 1.09. Minutes of Meetings	3
SECTION 1.10. Reliance	3
SECTION 1.11. Certain Definitions	3
ARTICLE II
Common Shares
SECTION 2.01. Authorized Shares; Classification of Interests	3
SECTION 2.02. Distributions	3
SECTION 2.03. Voting Matters	3
ARTICLE III
Certain Other Matters
SECTION 3.01. Books and Records	4
SECTION 3.02. Dissolution	4
SECTION 3.03. Liquidation	4
SECTION 3.04. Resignation	4
ARTICLE IV
Miscellaneous Provisions
SECTION 4.01. Name and Address of Sole Member	4
SECTION 4.02. Governing Law	5
SECTION 4.03. Successors and Assigns	5
SECTION 4.04. Amendments; Waivers	5
SECTION 4.05. Severability	5

TABLE OF CONTENTS

(continued)

	Page
SECTION 4.06. Headings	5
SECTION 4.07. Third Party Beneficiaries	5

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CURTIS PALMER LLC, a Delaware limited liability company (the “Company”), dated as of September 28, 2007. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Section 1.11.

WHEREAS, the Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Act”) on September 28, 2007, effective upon the conversion of Curtis Palmer Inc., a Delaware corporation (the “Converting Corporation”), from a corporation to a limited liability company; and

WHEREAS, pursuant to the provisions of the Act and the Delaware General Corporation Law, as a consequence of the conversion of the Converting Corporation to the Company, all of the property of the Converting Corporation remains vested in the Company, all of the liabilities of the Converting Corporation remain attached to the Company, and the property and liabilities of the Converting Corporation are not deemed, as a consequence of the conversion of the Converting Corporation, to have been transferred to the Company for any purpose under the laws of the State of Delaware.

NOW, THEREFORE, the Member hereby adopts the following as the “Limited Liability Agreement” of the Company within the meaning of the Act:

ARTICLE I

Introduction

SECTION 1.01. Name. The name of the Company is Curtis Palmer LLC.

SECTION 1.02. Registered Agent and Office. The registered agent for service of process is The Corporation Trust Company, and the mailing address for the registered office of the Company in the State of Delaware is in care of The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. Such agent and such office may be changed from time to time by the Member.

SECTION 1.03. Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

SECTION 1.04. Liability of the Member. (a) The Member shall not have any personal liability for the debts, obligations or liabilities of the Company, except to the extent expressly provided in the Act.

(b) No “Covered Person” (as hereinafter defined) shall be liable to the Company or any other Covered Person for any loss, liability, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company, except for any act taken by the Member purporting to bind the Company that has not been authorized pursuant to this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions,

reports or statements presented to the Company by any Person as to matters which such Covered Person reasonably believes are within such Person’s professional or expert competence.

(c) To the extent that, at law or in equity, any Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, such Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person, to the maximum extent permitted by applicable law.

(d) To the maximum extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, liability, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company; provided, however, that any indemnity under this Section 1.04(d) shall be provided out of and to the extent of the Company’s assets only, and no Covered Person shall have any personal liability on account thereof. To the maximum extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding subject to recapture by the Company following a later determination that such Covered Person was not entitled to indemnification hereunder.

SECTION 1.05. Management. The Company shall be managed by a board of managers appointed by the Member (the “Board of Managers”). The Board of Managers shall at all times consist of three members appointed by the Member. The vote of each member of the Board of Managers shall have equal weight. At all times, at least two members of the Board of Managers shall be residents of the United States..

SECTION 1.06. Board of Managers Meetings; Location. Regular meetings of the Board of Managers shall be held at least annually in the United States. Special meetings may be called by any two members of the Board of Managers, upon seven days’ written notice, and shall be held in the United States.

SECTION 1.07. Quorum; Approval. The presence in person of at least two members of the Board of Managers shall constitute a quorum for the transaction of business at a Board of Managers meeting. The majority vote of all members present at a meeting with a quorum present shall govern all of the Board of Managers’ actions and constitute approval of the Board of Managers.

SECTION 1.08. Board of Managers Authority. The Board of Managers shall have full, exclusive and complete discretion in the management and control of the business of the Company for the purposes herein stated and, subject to the terms hereof, shall make all decisions affecting the business of the Company and may take such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. In connection with such management and control, each member of the Board of Managers shall have the power and

2

authority to do or cause to be done any and all acts deemed by the Board of Managers to be necessary or appropriate to carry out the purposes of the Company, provided that all business activities of the Company, including but not limited to the execution of contracts on behalf of the Company and the declaration of distributions with respect to partnership interests, shall be conducted in the United States.

SECTION 1.09. Minutes of Meetings. Minutes of each meeting of the Board of Managers, including the location and date of the meeting, shall be prepared and shall be kept as records of the Company. Copies of the minutes shall be furnished to each member of the Board of Managers within thirty (30) days after such meetings. The minutes, when signed by all members of the Board of Managers, shall be the official record of the decisions made by the Board of Managers.

SECTION 1.10. Reliance. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Member and the members of the Board of Managers herein set forth.

SECTION 1.11. Certain Definitions. As used in this Agreement:

“Covered Person” shall mean the Member, any manager, or any affiliate or trustee thereof.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

ARTICLE II

Common Shares

SECTION 2.01. Authorized Shares: Classification of Interests. The sole stockholder of the Converting Corporation shall be admitted as the sole Member of the Company and shall hold 81 of the common shares of the Company (the “Common Shares”), converted from an equal number of shares of common stock of the Converting Corporation held by such stockholder immediately prior to formation of the Company. The total number of common shares that the Company shall have the authority to issue is 3,000.

SECTION 2.02. Distributions. Distributions shall be made at the times and in the aggregate amounts determined by the Member.

SECTION 2.03. Voting Matters. Any action permitted or required to be taken by the Member or the Board of Managers may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the Member or the members of the Board of Managers, as the case may be.

3

ARTICLE III

Certain Other Matters

SECTION 3.01. Books and Records. At all times during the existence of the Company, the Company shall maintain, at its principal place of business, separate books of account for the Company. Such books of account, together with a copy of this Agreement and the certificate of formation of the Company, as amended or restated from time to time, shall at all times be maintained at the principal place of business of the Company in the United States.

SECTION 3.02. Dissolution. The Company shall dissolve upon the first to occur of the following: (a) the decision of the Member to dissolve the Company, (b) the occurrence of any event described in Section 18-304 of the Act, subject to the grace periods specified in Section 18-304(2) of the Act and (c) the entry of a decree of dissolution under Section 18-802 of the Act The Company shall terminate when all its assets, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner provided for in Section 3.03, and the certificate of formation of the Company, as amended or restated from time to time, shall have been canceled in the manner required by the Act.

SECTION 3.03. Liquidation. (a) Following dissolution pursuant to Section 3.02, all the business and affairs of the Company will be liquidated and wound up. The Member shall approve one or more liquidators to act as the liquidator in carrying out such liquidation.

(b) The proceeds of the liquidation of the Company will be distributed (i) first, to creditors of the Company (including the Member, if it is then a creditor of the Company), to the extent otherwise permitted by law in satisfaction of all the Company’s debts and liabilities (whether by payment or by making reasonable provision for payment thereof), and (ii) second, to the Member.

SECTION 3.04. Resignation. The Member may not resign from the Company other than by transferring all its Common Shares.

ARTICLE IV

Miscellaneous Provisions

SECTION 4.01. Name and Address of Sole Member. The name and address of the sole member of the Company is as follows:

EPCOR Power Enterprises LLC

c/o Primary Energy Ventures LLC

2000 York Road, Suite 129

Oak Brook, IL 60523

4

SECTION 4.02. Governing Law. This Agreement shall be construed by, subject to and governed in accordance with the internal laws of the State of Delaware without giving effect to conflict of laws or other principles which may result in the application of laws other than the internal laws of the State of Delaware. This Agreement shall be construed in accordance with Section 18-1101 of the Act.

SECTION 4.03. Successors and Assigns. This Agreement shall be binding upon the Company, the Member and their respective heirs, executors, administrators and permitted successors and assigns.

SECTION 4.04. Amendments: Waivers. This Agreement may be amended or waived from time to time by an instrument in writing signed by the Member.

SECTION 4.05. Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such declaration shall not affect the validity of the remaining provisions.

SECTION 4.06. Headings. The titles of Sections of this Agreement are for convenience only and shall not be interpreted to limit or amplify the provisions of this Agreement.

SECTION 4.07. Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member; provided, however, that Section 1.04 shall benefit Covered Persons.

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

EPCOR POWER ENTERPRISES LLC
By:	/s/ William Wright
	Name:	William Wright
	Title:	Assistant Corporate Secretary

[SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT OF CURTIS PALMER LLC]

EX-3.74

Exhibit 3.74

LIMITED LIABILITY COMPANY AGREEMENT

OF EPSILON POWER FUNDING, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this 17th day of August, 2004, by Epsilon Power Holdings, LLC, a Delaware limited liability company (the Member), which hereby forms a limited liability company “Epsilon Power Funding, LLC” (EPF) pursuant to the Delaware Limited Liability Company Act upon the following terms and conditions:

1.             NAME AND PLACE OF BUSINESS

1.             The name of EPF is “Epsilon Power Funding, LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Epsilon Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.             DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1           As used herein, the following terms shall have the following respective meanings:

Actmeans the Delaware Limited Liability Company Act, 6 Del. C. §18-101 through §18-1107, as amended and in effect from time to time.

Affiliateshall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreementmeans this Limited Liability Company Agreement of EPF.

Certificatemeans the Certificate of Formation of EPF, as amended, modified or supplemented from time to time.

DUCCmeans the Uniform Commercial Code as in effect in the State of Delaware.

Interestmeans the personal property ownership right of the Member in EPF.

Membermeans Epsilon Power Holdings, LLC, a Delaware limited liability company, a formed under the law of the State of Delaware.

1

Personmeans any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

EPFmeans Epsilon Power Funding, LLC, the Delaware limited liability company to be formed by the Member under this Agreement.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(g)the words “herein”, “hereof and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

2

3.             BUSINESS, PURPOSE, AND TERM OF EPF

Character of the Business

3.1           The purpose of EPF shall be to engage in any lawful business, purpose or activity permitted by law as directed from time to time by the Member.

Term of EPF

3.2           The term of EPF shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3           The parties to this Agreement agree that EPF shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit EPF to do business in any such jurisdiction as is selected by EPF and to promote the limitation of liability for the Member in any such jurisdiction.

4.             CAPITAL CONTRIBUTION

The Member shall make a contribution to the capital of EPF in an amount equal to $10 in exchange for issuance to it of the Interest. The Member may make such additional contributions of cash or property from time to time to EPF as the Member may from time to time determine in its sole discretion.

5.             DISTRIBUTIONS

Cash of EPF which is not required, in the judgment of the Member, to meet obligations of EPF nor reasonably necessary for future EPF operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

6.             MANAGEMENT OF EPF

General

6.1           The Member shall be responsible for the management of EPF, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of EPF and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2           The Member hereby designates Daniel R. Revers as the President of EPF, Carter A. Ward as the Vice President of EPF, and John A. Tisdale as the Secretary of EPF. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of EPF with such authority as may be

3

delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind EPF.

7.             LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of EPF except as provided in the Act.

8.             ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1           The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of EPF.

Fiscal Year

8.2           The fiscal year of EPF for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of EPF shall end on the date on which EPF is terminated.

9.             TAX MATTERS

Tax Characterization of EPF; Allocation of Income and Loss

9.1           The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of EPF, EPF shall be disregarded as an entity separate from the Member, and all items of EPF income, deduction, gain, loss and expense shall be allocated to the Member.

Withholding

9.2           EPF shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. EPF shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3           The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by EPF, if any.

4

10.          TRANSFER OF INTERESTS

Substitute Members

10.1         The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

Company Interests are Securities

10.2         The Interests shall be securities governed by Article 8 of the DUCC, and shall be represented by certificates in the form of Appendix A to this Agreement. Each such certificate shall constitute a “security” within the meaning of Section 8-102 of the DUCC.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)           The Member shall not be liable to EPF for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of EPF, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence, willful misconduct or from the failure by the Member to make a capital contribution required to be made by it pursuant to the terms hereof. In no event shall the Member be liable to EPF for consenting to or withholding its consent from, any proposed action by EPF for which the approval of the Member is required under this Agreement.

(b)EPF shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of EPF, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence, willful misconduct or from the failure by the Member to make a capital contribution required to be made by it pursuant to the terms hereof. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of EPF, whether or not pending or threatened and whether or not the Member is a party thereto, EPF will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to EPF; provided that the Member shall promptly repay to EPF the amount of any such reimbursed expenses paid to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by EPF in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If

5

for any reason (other than the gross negligence or willful misconduct of the Member or the Member’s failure to make a required capital contribution) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then EPF shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by EPF on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of EPF under paragraph (b) above shall (i) be in addition to any liability that EPF may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of EPF.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2         Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of EPF, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of EPF, and the Member shall not be obligated personally for any such debt, obligation or liability of EPF solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.          DISSOLUTION

Withdrawal

12.1         The Member may withdraw from EPF at any time.

Dissolution of EPF

12.2(a)           EPF shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry

6

of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of EPF for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of EPF and to liquidate EPF assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of EPF in connection with the liquidation and termination of EPF that it would have with respect to the assets and liabilities of EPF during the term of EPF.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in EPF and shall not have any of the economic interests in EPF of the Member.

13.          AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.          MISCELLANEOUS

Nature of Interest of Members

14.1         The Interest of the Member in EPF is personal property.

Applicable Law

14.2         Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement, the rights and obligations of the Member, and any claims and disputes relating thereto, shall be subject to and governed by the Act and the other laws of the State of Delaware as applied to agreements among Delaware residents to be entered into and performed entirely within the State of Delaware, and such laws shall govern the limited liability company aspects of this Agreement.

Successors in Interest

14.3         Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.4         Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of

7

such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity, illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.5         The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

EPSILON POWER HOLDINGS, LLC
By:	/s/ Daniel R. Revers
	Name:	Daniel R. Revers
	Title:	President

LLC Agreement Signature Page for Epsilon Power Funding, LLC

EX-3.75

Exhibit 3.75

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

HARBOR CAPITAL HOLDINGS, LLC

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members;

WHEREAS, the undersigned constitutes the sole member of Harbor Capital Holdings, LLC, a Delaware limited liability company (the “Company”);

WHEREAS, the original limited liability company agreement (the “Original Agreement”) of the company was entered into as of August 9, 2005 by Atlantic Power Holdings, LLC, the then sole member of the Company; and

WHEREAS, the undersigned, as the current sole member of the Company, desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares that the Original Agreement is amended and restated to read, in its entirety, as follows:

1.Tax Status. The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.Principal Place of Business. The Company’s principal place of business is 200 Clarendon Street, 25th Floor, Boston, MA 02116, or such other place or places as the sole member may hereafter determine in accordance with this agreement.

3.General Management. The business and affairs of the Company shall be managed by Atlantic Power Holdings, Inc., a Delaware corporation, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

4.Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

7.Sole LLC Agreement. This Agreement constitutes the limited liability company agreement of the Company, and supersedes all prior agreements, understandings and other instruments that may previously have served as the limited liability agreement of the Company, including, without limitation, the Original Agreement.

[Signature page follows.]

2

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 3rd day of November, 2011.

ATLANTIC POWER HOLDINGS, INC., the sole member
By:	/s/ Barry E. Welch
	Name: Barry E. Welch
	Title: President

[Signature Page to Harbor Capital Holdings, LLC A&R Limited Liability Company Agreement]

EX-3.76

Exhibit 3.76

January 1, 2005

NCP DADE POWER LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF NCP DADE POWER LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this January 1, 2005, by Teton East Coast Generation, LLC, a Delaware limited liability company (the Member).

WHEREAS, NCP DADE POWER INCORPORATED was incorporated as a Delaware corporation on May 23, 1992;

WHEREAS, NCP DADE POWER INCORPORATED was appropriately converted into a limited liability company with the name “NCP DADE POWER LLC” (the Company) by the filing of a certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 1, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 1, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 1, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “NCP DADE POWER LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Actmeans the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. seq;, as amended and in effect from time to time.

1

Affie shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificatemeans the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interestmeans the personal property ownership right of the Member in the Company.

Member means Teton East Coast Generation, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Personmeans any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” ‘shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

2

(g)the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President, Christopher McCallion, Kenneth Hoffman, David Casale and John McNamara as Vice Presidents and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, fill, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

4

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as, otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

6

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton East Coast Generation, LLC

By:	/s/ Barry Welch
	Name: Barry Welch
	Title: president

LLC Agreement Signature Page NCP DADE POWER LLC

EX-3.77

Exhibit 3.77

December 13, 2004

NCP GEM LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF NCP GEM LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton East Coast Generation, LLC, a Delaware limited liability company (the Member).

WHEREAS, NCP GEM INCORPORATED was incorporated as a Delaware corporation on May 23, 1991;

WHEREAS, NCP GEM INCORPORATED was appropriately converted into a limited liability company with the name “NCP GEM LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 11, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 11, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 11, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “NCP GEM LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Actmeans the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. seq., as amended and in effect from time to time.

1

Affiliateshall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreementmeans this Amended and Restated Limited Liability Company Agreement of the Company.

Certificatemeans the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interestmeans the personal property ownership right of the Member in the Company.

Membermeans Teton East Coast Generation, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Personmeans any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

2

(g)the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

4

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

6

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton East Coast Generation, LLC

By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page NCP GEM LLC

EX-3.78

Exhibit 3.78

December 13, 2004

NCP LAKE POWER LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF NCP LAKE POWER LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton East Coast Generation, LLC, a Delaware limited liability company (the Member).

WHEREAS, NCP LAKE POWER INCORPORATED was incorporated as a Delaware corporation on May 23, 1991;

WHEREAS, NCP LAKE POWER INCORPORATED was appropriately converted into a limited liability company with the name “NCP LAKE POWER LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 11, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 11, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 11, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “NCP LAKE POWER LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. Seq., as amended and in effect from time to time.

1

Affiliateshall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton East Coast Generation, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

2

(g)the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President, Christopher McCallion, Kenneth Hoffman, David Casale, John McNamara as Vice Presidents and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

4

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

6

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton East Coast Generation, LLC

By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page NCP LAKE POWER LLC

EX-3.79

Exhibit 3.79

January 1, 2005

NCP PASCO LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF NCP PASCO LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this January 1, 2005, by Teton East Coast Generation, LLC, a Delaware limited liability company (the Member).

WHEREAS, NCP PASCO INCORPORATED was incorporated as a Delaware corporation on May 23, ‘1991;

WHEREAS, NCP PASCO INCORPORATED was appropriately converted into a limited liability company with the name “NCP PASCO LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 1, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 1, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 1, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “NCP PASCO LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55thFloor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. $18-101 et. seq., as amended and in effect from time to time.

1

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton East Coast Generation, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(g)the words “herein”, “hereof and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed fi-om time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)      The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect, not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

Dissolution of the Company

12.2(a)      The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton East Coast Generation, LLC
By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page NCP PASCO LLC

EX-3.80

Exhibit 3.80

December 13, 2004

OLYMPIA HYDRO LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF OLYMPIA HYDRO LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton Power Funding, LLC, a Delaware limited liability company (the Member).

WHEREAS, OLYMPIA HYDRO INC. was incorporated as a Delaware corporation on November 21, 1989;

WHEREAS, OLYMPIA HYDRO INC. was appropriately converted into a limited liability company with the name “OLYMPIA HYDRO LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on February 24, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on February 24, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of February 24, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

I.The name of the Company is “OLYMPIA HYDRO LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. seq., as amended and in effect from time to time.

1

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls,’ directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton Power Funding, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

2

(g)the words “herein”, “hereof and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting, this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2 The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to b i d the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

4

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising fiom, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted fiom the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent fiom, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising fiom, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

6

Dissolution of tbe Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member;

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton Power Funding, LLC

By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page OLYMPIA HYDRO LLC

EX-3.81

Exhibit 3.81

December 13, 2004

ORLANDO POWER GENERATION I LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF ORLANDO POWER GENERATION I LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY’ AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton Power Funding, LLC, a Delaware limited liability company (the Member).

WHEREAS, ORLANDO POWER GENERATION I INC. was incorporated as a Delaware corporation on March 19, 1992;

WHEREAS, ORLANDO POWER GENERATION I INC. was appropriately converted into a limited liability company with the name “ORLANDO POWER GENERATION I LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 11,2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 11,2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 11, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

I.NAME AND PLACE OF BUSINESS

1.The name of the Company is “ORLANDO POWER GENERATION I LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste, 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is do Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

1

Act means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et. seq., as amended and in effect from time to time.

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton Power Funding, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modificationsset forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

2

(g)the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any la* business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act

8.ACCOUNTINGAND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

4

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action; proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the’ other hand or, if such allocation is not permitted by applicable law, to.reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and, representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall’ not be, obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

6

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member;

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. .

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:
Teton Power Funding, LLC
By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page ORLANDO POWER GENERATION I LLC

EX-3.82

Exhibit 3.82

December 13, 2004

ORLANDO POWER GENERATION II LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF ORLANDO POWER GENERATION II LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton Power Funding, LLC, a Delaware limited liability company (the Member).

WHEREAS, ORLANDO POWER GENERATION II INC. was incorporated as a Delaware corporation on September 4, 1992;

WHEREAS, ORLANDO POWER GENERATION II INC, was appropriately converted into a limited liability company with the name “ORLANDO POWER GENERATION II LLC” (the Company) by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 11, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 11, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 11, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “ORLANDO POWER GENERATION II LLC”. Its registered office is clo the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

1

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. seq., as amended and in effect fiom time to time.

Affite shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity,

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented fiom time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton Power Funding, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as fiom time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successorsand assigns;

2

(g)the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2 The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

3

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year, provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

4

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid

5

to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be, obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any tie.

6

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member;

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity,

7

illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton Power Funding, LCC
By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page ORLANDO POWER GENERATION II LLC

EX-3.83

Exhibit 3.83

January 1, 2005

TETON EAST COAST GENERATION LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF TETON EAST COAST GENERATION LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this January 1,2005, by Teton Power Funding, LLC,a Delaware limited liability company (the Member).

WHEREAS, ENERGY INITIATIVES, INC. was incorporated as a Delaware corporation on January 22,1990;

WHEREAS, ENERGY INITIATIVES, INC. changed its name to GPU INTERNATIONAL, INC. by the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on August 12, 1996;

WHEREAS, GPU INTERNATIONAL, MC. changed its name to AQUILA EAST COAST GENERATION, INC. by the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on December 22, 2000;

WHEREAS, AQUILA EAST COAST GENERATION, INC. was appropriately converted into a limited liability company with the name “AQUILA EAST COAST GENERATION LLC” by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on March 11,2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on March 11,2004;

WHEREAS, AQUILA EAST COAST GENERATION LLC changed its name to TETON EAST COAST GENERATION LLC (the Company) by the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on March 17,2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of March 11, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “TETON EAST COAST GENERATION LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117,

1

or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. seq., as amended and in effect from time to time.

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton Power Funding, LLC, a Delaware limited liability company,’ formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

2

(e)any definition of or reference to any agreement, instrument o r other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(g)the words “herein”, “hereof, and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS ,PURPOSE ,AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of tbe Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

3

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records.

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

4

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising fiom, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member

5

becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

6

12.DISSOLUTION

Withdrawal

12.1 The Member may withdraw from the Company at any time.

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the ‘entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

7

Severability

14.3        Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity, illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies,the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF ,the undersigned has executed this Agreement as of the day and year first above written.

Member:
Teton Power Funding, LLC
By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page TETON EAST COAST GENERATION LLC

EX-3.84

Exhibit 3.84

December 13, 2004

TETON NEW LAKE, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT
OF TETON NEW LAKE, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton East Coast Generation, LLC, a Delaware limited liability company (the Member).

WHEREAS, a limited liability company with the name “TETON NEW LAKE, LLC” (the Company) was formed under the Act (as hereafter defined) by filing a Certificate of Formation with the Secretary of State of the State of Delaware on May 6, 2004;

WHEREAS, the Member is party to an Amended and Restated Limited Liability Company Agreement dated as of June 15, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “TETON NEW LAKE, LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. seq., as amended and in effect from time to time.

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

1

Agreementmeans this Amended and Restated Limited Liability Company Agreement of the Company.

Certificatemeans the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interestmeans the personal property ownership right of the Member in the Company.

Membermeans Teton East Coast Generation, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(g)the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

2

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

3

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

Withholding

9.2The Company shall comply With tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

4

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the

5

relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2 Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

6

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity, illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

7

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:
Teton East Coast Generation, LLC
By:	/s/ Barry Welch
	Name: Barry Welch
	Title : President

LLC Agreement Signature Page TETON NEW LAKE, LLC

EX-3.85

Exhibit 3.85

January 27, 2004

TETON OPERATING SERVICES, LLC

LIMITED LIABILITY

COMPANY AGREEMENT

CONTENTS

Section	Page
1.      NAME AND PLACE OF BUSINESS	1
2.      DEFINITIONS AND RULES OF CONSTRUCTION	1
Definitions	1
Rules of Construction	2
3.      BUSINESS. PURPOSE. AND TERM OF TOS	2
Character of the Business	2
Term of TOS	3
Other Qualifications	3
4.      CAPITAL CONTRIBUTION	3
5.      DISTRIBUTIONS	3
6.      MANAGEMENT OF TOS	3
General	3
Election of Officers; Delegation of Autharity	3
7.      LIABILITY OF MEMBER	4
8.      ACCOUNTING AND FISCAL MATTERS	4
Books and Records	4
Fiscal Year	4
9.      TAX MATTERS	4
Tax Characterization of TOS; Allocation of Income and Loss	4
Withholding	4
Tax Reporting	4
10.        SUBSTITUTE MEMBERS	4
11.        EXCULPATION AND INDEMNIFICATION	5
Liability of the Member	6
12.        DISSOLUTION	6
Withdrawal	6
Dissolution of TOS	6

I

13.          AMENDMENT OF AGREEMENT	7
14.          MISCELLANEOUS	7
Nature of Interest of Members	7
Applicable Law	7
Successors in Interest	7
Severability	7
Rights and Remedies Cumulative	7

II

LIMITED LIABILITY COMPANY AGREEMENT
OF TETON OPERATING SERVICES, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this 27” day of January, 2004, by TETON POWER FUNDING LLC (the Member), a Delaware limited company, which hereby forms a limited liability company “Teton Operating Services, LLC’ (TOS) pursuant to the Delaware Limited Liability Company Act upon the following terms and conditions:

1.             NAME AND PLACE OF BUSINESS

1.             The name of TOS is ‘Teton Operating Services, LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Teton Power Funding LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.           DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1          As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 through §18-1107, as amended and in effect from time to time.

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Limited Liability Company Agreement of TOS.

Certificate means the Certificate of Formation of TOS, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in TOS.

Member means Teton Power Funding LLC, a limited liability company formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

1

TOS means Teton Operating Services, LLC, the Delaware limited liability company to be formed by the Member under this Agreement.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(g)the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.           BUSINESS, PURPOSE, AND TERM OF TOS

Character of the Business

3.1         The purpose of TOS shall be to engage in any lawful business, purpose or activity permitted by law as directed from time to time by the Member.

2

Term of TOS

3.2          The term of TOS shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3          The parties to this Agreement agree that TOS shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit TOS to do business in any such jurisdiction as is selected by TOS and to promote the limitation of liability for the Member in any such jurisdiction.

4.             CAPITAL CONTRIBUTION

The Member shall make a contribution to the capital of TOS in an amount equal to $10 in exchange for issuance to it of the Interest. The Member may make such additional contributions of cash or property from time to time to TOS as the Member may from time. to time determine in its sole discretion.

5.             DISTRIBUTIONS

Cash of TOS which is not required, in the judgment of the Member, to meet obligations of TOS nor reasonably necessary for future TOS operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

6.             MANAGEMENT OF TOS

General

6.1          The Member shall be responsible for the management of TOS, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of TOS and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2          The Member hereby designates Daniel R. Revers as the President of TOS, Carter A. Ward as the Vice Resident of TOS, and John A. Tisdale as the Secretary of TOS. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of TOS with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its, delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind TOS.

3

7.             LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of TOS except as provided in the Act.

8.             ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1          The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of TOS.

Fiscal Year

8.2          The fiscal year of TOS for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of TOS shall end on the date on which TOS is terminated.

9.             TAX MATTERS

Tax Characterization of TOS; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the’solc owner of the limited liability company interests of TOS, TOS shall be disregarded as an entity separate from the Member, and all items of TOS income, deduction, gain, loss and expense shall be allocated to the Member.

Withholding

9.2          TOS shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. TOS shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3          The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by TOS, if any.

10.          SUBSTITUTE MEMBERS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

4

11.          EXCULPATION AND INDEMNIFICATION

11.1 (a)       The Member shall not be liable to TOS for any losses, claim, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business’or affairs of TOS, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence, willful misconduct or from the failure by the Member to make a capital contribution required to be made by it pursuant to the terms hereof. In no event shall the Member be liable to TOS for consenting to or withholding its consent from, any proposed action by TOS for which the approval of the’ Member is required under this Agreement.

(b)TOS shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of TOS, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence, willful misconduct or from the failure by the Member to make a capital contribution required to be made by it pursuant to the terms hereof. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of TOS, whether or not pending or threatened and whether or not the Member is a party thereto, TOS will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to TOS; provided that the Member shall promptly repay to TOS the amount of any such reimbursed expenses paid to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by TOS in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member or the Member’s failure to make a required capital contribution) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then TOS shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by TOS on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of TOS under paragraph (b) above shall (i) be in addition to any liability that TOS may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee

5

members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of TOS .

(d)           The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2        Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of TOS, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of TOS, and the Member shall not be obligated personally for any such debt, obligation or liability of TOS solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.          DISSOLUTION

Withdrawal

12.1        The Member may withdraw from TOS at any time.

Dissolution of TOS

12.2(a)       TOS shall be dissolved, wound up and terminated as provided herein upon ‘the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of TOS for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of TOS and to liquidate TOS assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of TOS in connection with the liquidation and termination of TOS that it would have with respect to the assets and liabilities of TOS during the term of TOS.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in TOS and shall not have any of the economic interests in TOS of the Member.

6

13.       AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.       MISCELLANEOUS

Nature of Interest of Members

14.1     The Interest of the Matter in TOS is personal property.

Applicable Law

14.2     Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement, the rights and obligations of the Memba, and any claims and disputes relating thereto, shall be subject to and governed by the Act and the other laws of the State of Delaware as applied to agreements among Delaware residents to be entered into and performed entirely within the State of Delaware, and such laws shall govern the limited liability company aspects of this Agreement.

Successors in Interest

14.3     Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.4     Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity, illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.5     The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

7

IN WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

TETON POWER FUNDING LLC
By:	/s/ Daniel R. Revers
	Name: Daniel R. Revers
	Title: President

LLC Agreement Signature Page for Teton Operating Services, LLC

EX-3.86

Exhibit 3.86

AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
OF
TETON OPERATING SERVICES, LLC

Teton Power Funding, LLC, as the sole Member of Teton Operating Services, LLC (the Company), hereby amends the Limited Liability Company Agreement of Teton Operating Services, LLC dated the 27th day of January, 2004 (the LLC Agreement) as follows:

1	The second sentence of Article 1 of the Limited Liability Company Agreement is hereby amended to read:
	Its principal place of business is c/o Atlantic Power Holdings, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such place or places as the Member may hereafter determine in accordance with this Agreement.
2..	The first section of Article 6, Section 6.2 is hereby amended to read:
	The Managing Member hereby designates Barry E. Welch as the President of the Company and Mark Byskov as the Vice President and Secretary of the Company.
3.	Except as expressly amended by the terms of this Amendment, the LLC Agreement remains unchanged and is in full force effective pursuant to its terms. This Amendment shall be effective as of December 13,2004

TETON POWER FUNDING, LLC
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

EX-3.87

Exhibit 3.87

December 13, 2004

TETON POWER FUNDING, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF TETON POWER FUNDING, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this 13TH day of December, 2004, by Atlantic Power Holdings, LLC, a Delaware limited liability company (the Member).

WHEREAS, Teton Power Funding, LLC was incorporated as a Delaware corporation on October 13,2003;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of October 28, 2003, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW, THEREFORE, this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.NAME AND PLACE OF BUSINESS

1.The name of the Company is “Teton Power Funding, LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

2.DEFINITIONS AND RULES OF CONSTRUCTION

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 through §18-1107, as amended and in effect from time to time.

Affiliateshall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

1

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Atlantic Power Holdings, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction           —

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(g)the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

2

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

3.BUSINESS, PURPOSE, AND TERM OF THE COMPANY

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.CAPITAL CONTRIBUTION

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

5.DISTRIBUTIONS

Cash of the Company which is not required, in the judgment of the Member, to meet’ obligations’of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

6.MANAGEMENT OF THE COMPANY

General

6.1The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

3

Election of Officers; Delegation of Authority

6.2The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.LIABILITY OF MEMBER

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.ACCOUNTING AND FISCAL MATTERS

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Year) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

9.TAX MATTERS

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

4

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.TRANSFER OF INTERESTS

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.EXCULPATION AND INDEMNIFICATION

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(a)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proponion as is appropriate to reflect the

5

relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided’in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital. contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

12.DISSOLUTION

Withdrawal

12.1The Member may withdraw from the Company at any time.

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

6

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.AMENDMENT OF AGREEMENT

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.MISCELLANEOUS

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity, illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

7

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Atlantic Power Holdings, LLC
By: Atlantic Power Management, LLC, its Manager
By:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

EX-3.88

Exhibit 3.88

December 13, 2004

TETON SELKIRK LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF TETON SELKIRK LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into this December 13, 2004, by Teton East Coast Generation, LLC, a Delaware limited liability company (the Member).

WHEREAS, EI SELKIRK, INC. was incorporated as a Delaware corporation on October 31, 1994;

WHEREAS, EI SELKIRK INC. changed its name to AQUILA SELKIRK, INC. by the filing of a certificate of Amendment with the Secretary of State of the State of Delaware on December 22, 2000;

WHEREAS , AQUILA SELKIRK INC. was appropriately convened into a limited liability company with the name “AQUILA SELKIRK LLC” by the filing of a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware on February 18, 2004, and a Certificate of Formation with the Secretary of State of the State of Delaware on February 18,2004;

WHEREAS, AQUILA SELKIRK LLC changed its name to TETON SELKIRK LLC (the Company) by the filing of a certificate of Amendment with the Secretary of State of the State of Delaware on March 18, 2004;

WHEREAS, the Member is party to a Limited Liability Company Agreement dated as of February 18, 2004, as amended (the LLC Agreement) whereby the Member has been admitted as the member of the Company;

NOW , THEREFORE . this Agreement amends and restates the LLC Agreement upon the following terms and conditions.

1.Name And Place Of Business

1.The name of the Company is “TETON SELKIRK LLC”. Its registered office is c/o the Corporation Service Company, 2711 Centerville Road, Ste. 400, in the City of Wilmington, County of New Castle, Delaware 19808, and its registered agent is The Corporation Service Company. Its principal place of business is c/o Atlantic Power Holdings, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117, or such other place or places as the Member may hereafter determine in accordance with this Agreement.

1

2.Definitions And Rules Of Construction

Definitions

2.1As used herein, the following terms shall have the following respective meanings:

Act means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et. seq., as amended and in effect from time to time.

Affiliate shall mean, in relation to any specified entity, any other entity controlled, directly or indirectly, by the specified entity, any other person or entity that controls, directly or indirectly, the specified entity or any other entity directly or indirectly under common control with the specified entity. For this purpose, control of any entity shall mean ownership of a majority of the voting power of the entity.

Agreement means this Amended and Restated Limited Liability Company Agreement of the Company.

Certificate means the Certificate of Formation of the Company, as amended, modified or supplemented from time to time.

Interest means the personal property ownership right of the Member in the Company.

Member means Teton East Coast Generation, LLC, a Delaware limited liability company, formed under the law of the State of Delaware.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, partnership, governmental authority or other entity.

Rules of Construction

2.2Unless the context otherwise clearly requires:

(a)the definitions of terms herein shall apply equally to the singular and plural .forms of the terms defined;

(b)whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(c)the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d)the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(e)any definition.of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other

2

document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(g)the words “herein”, “hereof, and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h)all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(i)the headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement,

3.Business, Purpose, And Term Of the Company

Character of the Business

3.1The purpose of the Company shall be to engage in any lawful business, purpose or activity as directed from time to time by the Member.

Term of the Company

3.2The term of the Company shall commence on the date the Certificate is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue until dissolved and terminated pursuant to this Agreement.

Other Qualifications

3.3The parties to this Agreement agree that the Company shall file or record such documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit the Company to do business in any such jurisdiction as is selected by the Company and to promote the limitation of liability for the Member in any such jurisdiction.

4.Capital Contribution

The Member may make such additional contributions of cash or property from time to time to the Company as the Member may from time to time determine in its sole discretion.

3

5.Distributions

Cash of the Company which is not required, in the judgment of the Member, to meet obligations of the Company nor reasonably necessary for future the Company operations shall be distributed to the Member in such amounts and at such times as determined by the Member.

6.Management Of The Company

General

6.1 The Member shall be responsible for the management of the Company, and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf.

Election of Officers; Delegation of Authority

6.2 The Member hereby designates Barry Welch as the President and Mark Byskov as Vice President and Secretary of the Company. The Member may designate one or more additional officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officer(s) by the Member. Each officer shall act pursuant to its delegated authority until such officer is removed by the Member. Any action taken by an officer designated by the Member shall constitute the act of and serve to bind the Company.

7.Liability Of Member

Member shall not be personally liable for the expenses, liabilities, debts, or obligations of the Company except as provided in the Act.

8.Accounting And Fiscal Matters

Books and Records

8.1The Member shall keep, or shall cause to be kept, full, accurate, complete, and proper books and records of all of the operations of the Company.

Fiscal Year

8.2The fiscal year of the Company for financial and, to the extent applicable, tax purposes (the Fiscal Yew) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

4

9.Tax Matters

Tax Characterization of the Company; Allocation of Income and Loss

9.1The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.

Withholding

9.2The Company shall comply with tax withholding requirements under United States federal, state and local law and shall remit amounts withheld to and file required forms with the applicable authorities. The Company shall treat any amount withheld or paid over to a tax authority with respect to distributions or allocations to the Member as having been distributed or allocated to the Member.

Tax Reporting

9.3The Member shall cause to be prepared and timely shall file all tax returns and reports required to be filed by the Company, if any.

10.Transfer Of Interests

The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.

11.Exculpation And Indemnification

11.1(a)The Member shall not be liable to the Company for any losses, claims, damages or liabilities arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except as are determined by find judgment of a court of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. In no event shall the Member be liable to the Company for consenting to or withholding its consent from, any proposed action by the Company for which the approval of the Member is required under this Agreement.

(b)The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Member against any losses, claims, damages or liabilities to which the Member may become subject in connection with any matter arising from, relating to, or in connection with, this Agreement or the business or affairs of the Company, except for any losses, claims, damages or liabilities as are determined by final judgment of a coun of competent jurisdiction to have resulted from the Member’s gross negligence or willful misconduct. If the Member

5

becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, relating to, or in connection with this Agreement or the business or affairs of the Company, whether or not pending or threatened and whether or not the Member is a party thereto, the Company will periodically reimburse the Member for its actual legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith upon submission by the Member of paid receipts or other evidence of such expenses satisfactory to the Company; provided that the Member shall promptly repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall ultimately be determined that the Member is not entitled to be indemnified by the Company in connection with such action. proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence or willful misconduct of the Member) the foregoing indemnification is unavailable to the Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Member as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(c)Notwithstanding anything else contained in this Agreement, the reimbursement, indemnity and contribution obligations of the Company under paragraph (b) above shall (i) be in addition to any liability that the Company may otherwise have, (ii) extend upon the same terms and conditions to the directors, officers, trustees, committee members, employees, stockholders, members, partners, agents and representatives of the Member and of each Affiliate of Member, (iii) be binding upon and inure to the benefit of any successors or assigns permitted under this Agreement, heirs and personal representatives of the Member and (iv) be limited to the assets of the Company.

(d)The foregoing provisions of this Section 11 shall survive any termination of this Agreement.

Liability of the Member

11.2Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, ton or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member. Except as otherwise expressly provided in the Act, the liability of the Member for capital contributions shall be limited to the amount of capital contributions required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.

6

12.Dissolution

Withdrawal

12.1The Member may withdraw from the Company at any time.

Dissolution of the Company

12.2(a)The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).

(b)In the event of the dissolution of the Company for any reason, the Member or his successors or assigns (the Liquidator) shall commence to wind up the affairs of the Company and to liquidate the Company assets.

(c)The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that it would have with respect to the assets and liabilities of the Company during the term of the Company.

(d)Notwithstanding the foregoing, a Liquidator which is not the Member shall not be deemed the Member in the Company and shall not have any of the economic interests in the Company or the Member.

13.Amendment Of Agreement

Amendments to this Agreement may be made only if embodied in an instrument signed by the Member.

14.Miscellaneous

Applicable Law

14.1This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Successors in Interest

14.2Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding upon and inure to the benefit of the Member and, to the extent permitted by this Agreement, its heirs, executors, administrators, personal representatives, successors and assigns.

7

Severability

14.3Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without in any way affecting the validity, legality, or enforceability of the remaining provisions hereof, and any such invalidity, illegality, or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality, or enforceability of such provisions in any other jurisdiction.

Rights and Remedies Cumulative

14.4The rights and remedies provided by this Agreement are given in addition to any other rights and remedies the Member may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative.

[NEXT PAGE IS SIGNATURE PAGE]

8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

Member:

Teton East Coast Generation, LLC
BY:	/s/ Barry Welch
	Name: Barry Welch
	Title: President

LLC Agreement Signature Page TETON SELKIRK LLC

EX-3.89

Exhibit 3.89

ATLANTIC POWER SERVICES CANADA LP

FIRST AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

THIS AGREEMENT made as of the 2nd day of November, 2011, between Atlantic Power Services Canada GP Inc., a corporation incorporated under the laws of the Province of British Columbia (the “General Partner”) and Atlantic Power Corporation, a corporation continued under the laws of the Province of British Columbia (the “Limited Partner”, and together with the General Partner, the Partners”).

RECITALS:

1.Atlantic Power Services Canada LP (the “Partnership”) was formed as a limited partnership under the laws of the Province of Ontario on July 29, 2011 by the filing of a declaration pursuant to the Limited Partnerships Act (Ontario) (the “Act”).

2.The General Partner and Atlantic Power Corporation, in its capacity as a Limited Partner, entered into a limited partnership agreement made as of September 1, 2011 to set forth, inter alia, the terms applicable to the relationship between the Partners and the conduct of the activities of the Partnership.

3.This Agreement is being entered into to set forth terms to provide for the issuance of units of the Partnership to represent the interests of the Partners.

NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby irrevocably acknowledged) the parties agree as follows:

1.Partners and Partnership

(a)The Partnership shall carry on business under the name “Atlantic Power Services Canada LP” or such other name as the General Partner may from time to time determine, provided the use of such name conforms to all applicable laws.

(b)The principal place of business of the Partnership shall be located at 333 Bay Street, Suite 3400, Toronto, Ontario. The Partnership may change the location of its principal place of business within the Province of Ontario and may have such additional places of business as may from time to time be determined by the General Partner.

(c)The first fiscal year of the Partnership shall end on December 31, 2011 and thereafter each fiscal year shall commence on January 1 in each year and end on December 31 in each succeeding year.

(d)The Partnership shall only be dissolved and its affairs wound up on the first to occur of the following:

(i)the written agreement of the Partners to dissolve the Partnership; or

(ii)the assignment, sale, transfer or other disposition (including dispositions by operation of law) of all of the Partnership’s assets, unless the continuation of the Partnership is consented to by the Partners.

(e)The admission of additional general partners or limited partners will not result in the termination of the Partnership, which will continue in accordance with the terms of this Agreement. References to the General Partner, the Limited Partner and the Partners herein shall include additional parties admitted to the Partnership from time to time.

(f)Subject to the provisions of Section 1(d), the Partnership shall not be dissolved or terminated by the addition, resignation, removal, death, mental incapacity, insanity, bankruptcy, insolvency or receivership of any Partner or by the dissolution, liquidation or winding up of any Limited Partner.

(g)The business of the Partnership shall be to (i) provide operations, management and administrative services in the power industry and hire employees and/or independent contractors to the extent reasonably necessary or required to provide operations, management and administrative services in the power industry; and (ii) engage in any and all activities necessary or incidental to the foregoing, as determined by the General Partner.

2.Capital and Units

(a)The Limited Partner shall initially contribute to the capital of the Partnership the sum of $99.99 in exchange for a 99.99% limited partnership interest, which shall be paid by it to the Partnership upon execution hereof. The General Partner shall contribute to the capital of the Partnership the sum of $0.01 in exchange for a 0.01% general partnership interest, which shall be paid by it to the Partnership upon execution hereof.

(b)An individual capital account shall be maintained for each Partner and shall be credited with the amount of any contribution to the capital of the Partnership made by such Partner. No Partner shall be entitled to withdraw any part of its capital account or to receive any distribution from the Partnership, except as provided in this Agreement.

(c)No interest shall be paid on any capital contributed to the Partnership.

(d)The aggregate interests of the Partners shall be divided into and represented by units. The Partnership shall issue “General Partner Unit(s)” to represent general partnership interests and “Limited Partner Unit(s)” to represent limited partnership interests. For greater certainty, the Partnership shall issue one General Partner Unit to the General Partner and 9,999 Limited Partner Units to the

2

Limited Partner in consideration for the initial contributions to the capital of the Partnership.

(e)The Partnership shall issue certificates to evidence ownership of units which shall be, in the case of General Partner Units, substantially in the form of General Partner Unit certificate attached as Schedule “A” hereto, and, in the case of Limited Partner Units, substantially in the form of Limited Partner Unit certificate attached as Schedule “B” hereto, and shall be signed manually or by facsimile or other electronic means by the General Partner in its capacity as general partner of the Partnership.

(t)Pursuant to the provisions of the Securities Transfer Act 2006 (Ontario) and comparable legislation in effect in any other Canadian province or territory (collectively, the “STA”), each unit of the Partnership now outstanding, or hereafter issued by the Partnership shall for all purposes be a “security” within the meaning of the STA and the provisions of the STA shall apply to such units without exception.

3.Accounts

(a)The General Partner shall maintain full and accurate books of the Partnership at the Partnership’s principal place of business, showing all receipts and expenditures, assets and liabilities, profits and losses, and all other records necessary for recording its affairs. The books and records shall be open to the inspection and examination of all Partners in person or by their duly authorized representatives at reasonable times.

(b)The net income or loss of the Partnership for each fiscal year shall be allocated as to 99.99% to the Limited Partner and as to 0.01% to the General Partner.

(c)The cash flow of the Partnership shall be distributed or paid at such times as the General Partner may determine as to 99.99% to the Limited Partner and as to 0.01% to the General Partner.

4.Liabilities of the Partners

(a)The General Partner has unlimited liability for the debts, undertakings, liabilities, losses and obligations of the Partnership. Except in cases of negligence or wilful misconduct, the General Partner will not be liable to the Limited Partner for a mistake or error in judgment, any act or omission believed in good faith to be within the scope of the authority conferred on the General Partner by this Agreement, or any loss or damage to the property or assets of the Partnership caused by circumstances beyond the control of the General Partner.

(b)The liability of the Limited Partner for the debts, undertakings, liabilities, losses and obligations of the Partnership will, for so long as the Limited Partner remains a limited partner, be limited to the amount of its capital contribution plus its pro

3

rata share of the undistributed assets of the Partnership and any other liability imposed under the Act. Subject to the provisions of the Act and Section 2(a) hereof, a Limited Partner shall have no further liability for any debts, liabilities, obligations or losses of the Partnership and shall not be liable for any calls or assessments or further contributions to the Partnership.

(c)The Limited Partner acknowledges that, upon dissolution of the Partnership, it may receive undivided interests in the Partnership properties and will thereafter no longer have limited liability with respect to the ownership of such properties.

(d)The Limited Partner will not:

(i)take part in the control or management of the business of the Partnership or exercise any power in connection therewith;

(ii)execute any document which binds or purports to bind any other Partner or the Partnership;

(iii)hold itself out as having the power or authority to bind any other Partner or the Partnership;

(iv)have any authority or power to act for or undertake any obligation or responsibility on behalf of another Partner or the Partnership;

(v)bring any action for partition or sale or otherwise in connection with the Partnership, any interest in any property or assets of the Partnership, whether real or personal, tangible or intangible, or register or permit to be filed, registered, or remain undischarged any lien or charge in respect of any such property or assets of the Partnership; or

(vi)compel or seek a partition, judicial or otherwise, of any of the assets of the Partnership distributed or to be distributed to the partners in kind.

5.Miscellaneous

(a)The Limited Partner irrevocably constitutes and appoints the General Partner with full power of substitution, its true and lawful attorney, in its name, place and stead, to make, execute, consent to, swear to, acknowledge, record and file:

(i)a declaration of limited partnership under the laws of the Province of Ontario;

(ii)every other certificate or other instrument which may be required to be filed by the Partnership or the partners under the laws of the Province of Ontario to the extent that the General Partner deems such filing to be necessary or desirable;

4

IN WITNESS WHEREOF this Agreement has been executed by the parties as of the day and year first above written.

ATLANTIC POWER SERVICES CANADA GP INC.
Per:	/s/ Barry Welch
	Name:	Barry Welch
	Title:	President
ATLANTIC POWER CORPORATION
Per:	/s/ Barry Welch
	Name:	Barry Welch
	Title:	President

5

SCHEDULE “A”
Form of General Partner Unit Certificate

GENERAL PARTNER UNIT CERTIFICATE

Certificate No.: GP-· · General Partner Unit[s]

ATLANTIC POWER SERVICES CANADA LP

THIS IS TO CERTIFY THAT · is the registered holder of · General Partner Unit[s] in Atlantic Power Services Canada LP (the “Partnership”).

The General Partner Unit[s] represented by this certificate [is/are] held subject to the terms of, and [is/are] entitled to the benefits of, the First Amended and Restated Limited Partnership Agreement dated as of November 2, 2011, as may be amended, supplemented and/or restated from time to time, relating to the affairs of the Partnership.

This certificate is not valid until signed by the general partner of the Partnership, being Atlantic Power Services Canada GP Inc.

IN WITNESS WHEREOF Atlantic Power Services Canada GP Inc., the general partner of the Partnership, has caused this certificate to be signed by its duly authorized officer as of the · day of ·, 20·.

ATLANTIC POWER SERVICES CANADA
LP, by its general partner, ATLANTIC
POWER SERVICES CANADA GP INC.
Per:
	Name:	·
	Title:	·

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LIMITED PARTNERSHIP AGREEMENT RESPECTING THE PARTNERSHIP DATED AS OF NOVEMBER 2, 2011, AS THE SAME MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME. NOTICE OF SUCH AGREEMENT IS HEREBY GIVEN.

SCHEDULE “B”
Form of Limited Partner Unit Certificate

LIMITED PARTNER UNIT CERTIFICATE

Certificate No.: LP-· · Limited Partner Units

ATLANTIC POWER SERVICES CANADA LP

THIS IS TO CERTIFY THAT · is the registered holder of · Limited Partner Units in Atlantic Power Services Canada LP (the “Partnership”).

The Limited Partner Units represented by this certificate are held subject to the terms of, and are entitled to the benefits of, the First Amended and Restated Limited Partnership Agreement dated as of November 2, 2011, as may be amended, supplemented and/or restated from time to time, relating to the affairs of the Partnership.

This certificate is not valid until signed by the general partner of the Partnership, being Atlantic Power Services Canada GP Inc.

IN WITNESS WHEREOF Atlantic Power Services Canada GP Inc., the general partner of the Partnership, has caused this certificate to be signed by its duly authorized officer as of the · day of ·, 20·.

ATLANTIC POWER SERVICES CANADA
LP, by its general partner, ATLANTIC
POWER SERVICES CANADA GP INC.
Per:
	Name:	·
	Title:	·

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LIMITED PARTNERSHIP AGREEMENT RESPECTING THE PARTNERSHIP DATED AS OF NOVEMBER 2, 2011, AS THE SAME MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME. NOTICE OF SUCH AGREEMENT IS HEREBY GIVEN.

EX-3.90

Exhibit 3.90

AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
BADGER POWER ASSOCIATES, L.P.

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (“Agreement”) is made and entered into as of this 31st day of January, 2001, by and among Beardsley Power Corporation, a Minnesota corporation (“Beardsley”), and Badger Power Generation I Inc., a Delaware corporation (“Badger I”), as General Partners, and Badger Power Generation II Inc., a Delaware corporation (“Badger II”), and EIF Badger Power LLC, a Delaware limited liability company (“EIF”), as Limited Partners.

WITNESSETH:

A.Badger Power Associates, L.P., a Delaware limited partnership (the “Partnership”) was formed by Beardsley, Badger I, and Badger II and is governed by that certain Limited Partnership Agreement of the Partnership dated as of September 10, 1990, as amended by (i) Amendment Number 1 to Limited Partnership Agreement of the Partnership dated as of October 26, 1990 and (ii) Amendment Number 2 to Limited Partnership Agreement of the Partnership dated as of March 25, 1992 (the “Partnership Agreement”).

B.Badger II and EIF have entered into that certain Agreement to Transfer Limited Partner Interest (the “Transfer Agreement”), pursuant to which Badger II has agreed to sell and transfer all of its right, title, and interest in a two percentage limited partner interest in the Partnership (the “Transferred Interest”) and EIF has agreed to purchase all of Badger II’s right title and interest in the Transferred Interest (the “Transfer”).

C.The General Partners consent to the Transfer and the admission of EIF as a substitute Limited Partner and the General Partners and the Limited Partners desire to amend and restate the Partnership Agreement to incorporate certain changes in light of the Transfer. The provisions of the Partnership Agreement are hereby amended, restated and superseded for all periods beginning on or after the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:

I.

Formation of Partnership

The parties hereby confirm the formation of Badger Power Associates, L.P. under the provisions of the Delaware Revised Uniform Limited Partnership Act and whose business is to be conducted to comply with, and the rights and liabilities of the Partners shall be as provided in, such Act, except as herein otherwise expressly provided. The parties agree that they shall

promptly record in the office of the Secretary of State of the State of Delaware an appropriate certificate of limited partnership with respect hereto and such additional or supplemental certificates of limited partnership as may be required.

1.1Name. The business of the Partnership shall be conducted under the firm name and style of Badger Power Associates, L.P.

1.2Principal Place of Business. The principal place of business of the Partnership shall be at 1100 Walnut, Suite 3300, Kansas City, MO 64106, or such other place as the Managing General Partner may from time to time determine, on notice to the Partners.

1.3Names and Addresses: Designation of Partners. The names and addresses of the Partners and their designation as General Partners and Limited Partners are:

(a)	General Partners:	Beardsley Power Corporation 5632 Royal Circle Paradise Valley, AZ 85253 Attn: Ingolf Hermann
		Badger Power Generation I Inc. 1100 Walnut Street, Suite 3300 Kansas City, MO 64106 Attn: S. Thomas Wertz
(b)	Limited Partners:	Badger Power Generation II Inc. 1100 Walnut Street, Suite 3300 Kansas City, MO 64106 Attn: S. Thomas Wertz
		EIF Badger Power LLC c/o Project Finance Fund III, L.P. Three Charles River Place 63 Kendrick Street Needham, Massachusetts 02494 Attn: General Counsel

1.4Term. The Partnership shall continue until December 31, 2027, unless dissolved, liquidated and wound up prior thereto under the provisions of Article XI hereof.

II.

Definitions

As used in this Agreement, the following terms shall have the following meanings:

2.1“Affiliate” means (i) any person who directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with a specified person,

2

(ii) any person who is an officer, partner or trustee of, or serves in a similar capacity with respect to, a specified person or of which a specified person is an officer, partner or trustee, or with respect to which a specified person serves in a similar capacity, (iii) any person who, directly or indirectly, is the beneficial owner of 10 percent or more of any class of equity securities of, or otherwise has a substantial beneficial interest in, a specified person or of which a specified person is directly or indirectly the owner of 10 percent or more of any class of equity securities or in which a specified person has a substantial beneficial interest, and (iv) any relative or spouse of a specified person. “Person” means any individual, partnership, corporation, trust or other entity. Affiliate of the Partnership or of a General Partner does not include a person who is a partner in a partnership with the Partnership or any affiliate thereof, provided that such person is not otherwise an Affiliate of the Partnership or a General Partner.

2.2“Badger Creek Partnership Agreement” means the partnership agreement governing Badger Creek.

2.3“Badger Creek” means Badger Creek Limited, a Texas limited partnership formed to design, finance, construct, own and operate a gas fired cogeneration facility in Kern County, California.

2.4“Capital Accounts” See Section 4.3 hereof.

2.5“Capital Contribution” of a General Partner or Limited Partner means the aggregate of all cash contributions made pursuant to Sections 4.1, 5.5 and 11.2 by such Partner.

2.6“Code” means the Internal Revenue Code of 1986, as amended, and corresponding provisions of future law.

2.7“Credit Agreement” means the Credit Agreement as defined in the Badger Creek Partnership Agreement.

2.8“Founding Limited Partner” means Badger II.

2.9“General Partners” means the General Partners and any substitute General Partner or Partners for one or more thereof.

2.10“Limited Partner” means (i) Badger II and EIF, (ii) each person who is admitted to the Partnership as a substitute or additional Limited Partner pursuant to Article IX and Section 4.8, and (iii) each transferee of any part of a Limited Partner’s Interest in the Partnership (provided, however, that any such transferee shall not be considered a “Limited Partner” for purposes of voting on or approving any matter unless such transferee is admitted as a substitute Limited Partner as provided in Article IX).

2.11“Managing General Partner” means Badger I.

2.12“Net Cash Flow” for any year means the gross cash proceeds received by the Partnership during such year from Badger Creek and other sources including, without limitation, gross cash proceeds received from operations, insurance and condemnation proceeds, and the sale or refinancing of Badger Creek, or the Partnership, assets (excluding the sale or other

3

disposition of all or substantially all of the assets of Badger Creek or the Partnership) less the portion thereof used to pay or establish reserves for all Partnership expenses, working capital, debt payments, capital improvements, repairs, replacements, and contingencies, all as reasonably determined by the Managing General Partner. “Net Cash Flow” shall not be reduced by depreciation, amortization, cost recovery reductions, or similar allowances, but shall be increased by any reduction of reserves previously established (other than a reduction effected to make payment of any Partnership expense).

2.13“Partners” means the General Partners and the Limited Partners.

2.14“Partnership” means Badger Power Associates, L.P.

2.15“Partnership Agreement” has the meaning set forth in Recital A hereto.

2.16“Partnership Interest” or “Interest” means the percentage interest of a Partner in the Partnership and the appurtenant rights, powers and privileges with respect thereto, and shall be in the proportions set forth in Exhibit 1 hereto.

2.17“Construction Loan Repayment Date” shall have the meaning provided in the Credit Agreement.

2.18“Project” means the Facility as defined in the Badger Creek Partnership Agreement.

III.

Purpose and Character of the Business

The purpose of the Partnership shall be to acquire and hold a general partnership interest in Badger Creek and to participate in the management and administration of the Project and otherwise as set forth in the Badger Creek Partnership Agreement.

IV.

Capital

The Partners hereby agree to make the following contributions to the capital of the Partnership:

4.1Capital Contributions of the General Partners. The General Partners shall contribute, ratably according to their Interests, one-and-one-tenth percent (1.01%) of the aggregate amount of capital contributed to the Partnership by the Limited Partners, which contributions shall be made contemporaneously with the corresponding capital contributions of the Limited Partners. Throughout the term of the Partnership, the General Partners shall maintain in the aggregate a positive Capital Account balance equal to at least one percent (1%) of the total positive Capital Account balances.

4

4.2Capital Contribution of the Founding Limited Partner. At the call of the General Partners, the Founding Limited Partner shall make capital contributions equal to ninety-nine percent (99%) of the obligation of the Partnership to make the Capital Contribution under Section 6.3 of the Badger Creek Partnership Agreement. The Founding Limited Partner hereby grants to the Partnership a first lien security interest in the Founding Limited Partner’s Interest to secure payment of the Capital Contribution. In the event of default on the payment of such sum, in addition to the rights and remedies provided elsewhere herein, the Partnership shall have all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the State of Kansas with respect to the above-mentioned collateral. The General Partners shall have the right to file with any proper governmental authority a financing statement or other document necessary to evidence such security interest.

4.3Voluntary Additional Capital Contributions. Except as otherwise expressly provided in this Section 4.3, no Partner shall be required or permitted to make any further capital contributions to the Partnership. The Managing General Partner shall be entitled to make a call for voluntary additional capital contributions upon its determination that additional funds are required in order for the Partnership to meet its obligations under Section 6.5(b) of the Badger Creek Partnership Agreement. Upon the determination to make such call, the Managing General Partner shall notify the Partners in writing (“Call Notice for Voluntary Contributions”) that a call for voluntary additional capital contributions is being made and the total amount of such call. The Partners may thereafter make additional cash capital contributions (“Voluntary Additional Capital Contributions”) in proportion to their Interests (“Proportionate Voluntary Additional Capital Contribution”). Each Partner shall notify (“Notice of Voluntary Additional Capital Contribution”) the Partnership and the other Partners within ten (10) days following the date of the Call Notice for Voluntary Contributions if they wish to make a Voluntary Additional Capital Contribution, and must make such Voluntary Additional Capital Contribution within ten (10) days following the date of the Notice of Voluntary Additional Capital Contribution. If a Partner fails to give Notice of Voluntary Additional Capital Contribution within the requisite time period, or if the Partner gives such notice but wishes to make a Voluntary Additional Capital Contribution in an amount which is less than such Partner’s Proportionate Voluntary Additional Capital Contribution, each of the other Partners may make an additional pro rata capital contribution to make up for the shortfall. If the Partners make Voluntary Additional Capital Contributions, the Interests of the Partners shall be adjusted on and after the date such contributions are made by causing the Interests of each Partner to equal the ratio (expressed as a percentage) that such Partner’s aggregate capital contributions to the Partnership on or prior to such date bears to the aggregate capital contributions to the Partnership of all Partners on or prior to such date, taking into account the Voluntary Additional Capital Contribution. For purposes of calculating this adjustment the aggregate capital contribution of each of the Partners as of the date of the admission of EIF as a Limited Partner shall be deemed to be as follows:

EIF	US$	200,000
Badger I	US$	50,000
Badger II	US$	9,700,000
Beardsley	US$	50,000
Total	US$	10,000,000

5

4.4Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with the provisions of Section 704(b) of the Code and the Treasury Regulations thereunder (or corresponding provisions of future law). Without limiting the generality of the foregoing, the Capital Account of each Partner shall be increased by (i) the amount of any contribution such Partner makes to the capital of the Partnership pursuant to this Article IV or Section 11.2(b); (ii) the amount of any debt of the Partnership assumed by such Partner; (iii) the fair market value of any property contributed by such Partner to the Partnership, net of liabilities attached to such property which the Partnership assumes or to which the property is subject; (iv) the amount, if any, by which such Partner’s basis in its Partnership Interest is increased on account of Partnership tax credits; and (v) the share of Partnership income and gains (including income and gains exempt from tax) allocated to such Partner under the provisions of Article V; and shall be decreased by (vi) any distribution made by the Partnership to such Partner, pursuant to the provisions of Section 5.10 or 11.2; (vii) the amount of any debt of such Partner assumed by the Partnership; (viii) the fair market value of any property distributed to such Partner by the Partnership, net of liabilities attached to such property which such Partner assumes or to which such property is subject; (ix) the amount, if any, by which such Partner’s basis in its Partnership Interest is reduced on account of Partnership tax credits; and (x) the share of Partnership losses and deductions (including any expenditures of the Partnership described in Section 705(a)(2)(B) or treated as such expenditures pursuant to Treasury Regulation § 1.704-(b)(2)(iv)(i)) allocated to such Partner under the provisions of Article V.

Pursuant to the requirements of Treasury Regulation § 1.704-1(b)(iv)(b), each Partner shall have only one Capital Account, regardless of the number of Interests such Partner holds. Provided, however, that solely for purposes of determining allocations under Article V or a General Partner’s obligation under Section 11.2(b), a Partner’s Capital Account in respect of a General Partnership Interest shall be computed separately from its Capital Account in respect of a Limited Partnership Interest.

Upon the occurrence of a contribution to or distribution from the Partnership or as otherwise permitted, the Managing General Partner may, in its sole discretion, increase or decrease the Capital Accounts of the Partners to reflect a revaluation of Partnership property on the Partnership’s books, and, in that event, allocations of Partnership income, gain, loss and deduction (and items thereof) shall, for all purposes of this Section 4.4, be determined in the manner provided in Section 704(b) or Section 704(c) of the Code, as the case may be, and the Treasury Regulations thereunder. The Managing General Partner may also, in its sole discretion and consistent with Section 704(b) of the Code and the Treasury Regulations thereunder, make all other elections relating to the adjustments of Partners’ Capital Accounts.

This Section 4.4 and the other provisions of this Agreement relating to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with Section 704(b) of the Code and the Treasury Regulations thereunder (or corresponding provisions of future law) and the economic sharing of profits and losses of the Partnership contemplated hereunder by the

6

Partners. In the event the Managing General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases thereto, are computed in order to comply with Section 704(b) and the Treasury Regulations thereunder, the Managing General Partner may make such modifications, provided that they are not likely to have a material effect on the amounts distributable to any Partner pursuant to Section 11.2 hereof upon liquidation of the Partnership.

4.5No Right to Return of Contributions. No Limited Partner shall have any right to the withdrawal or the return of its contributions to the capital of the Partnership as reflected in its Capital Account from time to time, except distributions upon the dissolution and liquidation of the Partnership pursuant to Article XI.

4.6No Interest on Capital. No interest shall be paid by the Partnership on the contributions to the capital of the Partnership by the Partners, as reflected in their Capital Accounts from time to time.

4.7Loans to Partnership. A Partner may lend money to the Partnership from time to time, if authorized by the General Partners, in excess of its contributions to the capital of the Partnership and any such loan shall not be treated as a contribution to the capital of the Partnership for any purpose or entitle such Partner to any increase in its share of the income, gains, losses, deductions, credits, and distributions of the Partnership. The Partnership shall be obligated to such Partner for the amount of any such loan, with interest thereon at such rate as may have been agreed upon by such Partner and the General Partners.

4.8Additional Limited Partners. Additional Limited Partners may be admitted to the Partnership only upon terms and conditions as may be unanimously agreed upon by the General Partners and the Limited Partners.

4.9Sale of Additional Partnership Interests. The Partnership may not sell additional Interests without the prior written consent of all of the then Limited Partners.

4.10Transferee Succeeds to Transferor’s Capital Account; Section 754 Adjustments. If any Partner transfers all or a part of its Interest in the Partnership, the transferee Partner shall succeed to the Capital Account of the transferor Partner to the extent of the Interest transferred in accordance with Treasury Regulation § 1.704-1(b)(2)(iv)(1). In the event of an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code, the Capital Accounts of the Partners shall be adjusted as required by Treasury Regulations § 704-1(b)(2)(iv)(m).

V.

Allocations and Distributions

The Partners agree that the income, gains, losses, deductions, and credits of the Partnership shall be allocated, and distributions of the Partnership shall be made, as follows:

5.1Allocation of Income, Gains, Losses, Deductions and Credits. After giving effect to the special allocations set forth in Section 5.6, all income, gains, losses (other than gains or

7

losses realized upon the sale, exchange or other disposition of all or substantially all of the Facility or all or substantially all of the assets of the Partnership), deductions and credits of the Partnership for each fiscal year shall be allocated among the Partners ratably according to their Interests.

5.2Allocation of Gain on Liquidating Sale of Assets. After giving effect to the special allocations set forth in Section 5.6, gain realized upon the sale, exchange or other disposition of the Project or of all or substantially all of the assets of the Partnership shall be allocated to the Partners (ratably according to the negative balances in their respective Capital Accounts) in an amount equal to the aggregate negative balances in such Capital Accounts (provided, however, that in no event shall the General Partners be allocated less than one percent (1%) of any such gain) and thereafter ratably in accordance with their Interests.

5.3Allocation of Loss on Sale of Assets. After giving effect to the special allocations in Section 5.6, loss realized on the sale, exchange or other disposition of the Project or of all or substantially all of the assets of the Partnership shall be allocated as follows:

(i)To the Partners, ratably according to the credit balances in their respective Capital Accounts, in an amount equal to the aggregate credit balances in such Capital Accounts; and

(ii)Thereafter, the remainder to the General Partners, ratably according to their Interests.

5.4General Partners’ Interest. Notwithstanding anything to the contrary in the Agreement the General Partners (exclusive of any Interest held by a General Partner as a Limited Partner) shall in the aggregate have at a minimum a one percent (1%) interest in all income, gains, losses, deductions and credits of the Partnership whether from normal operations or upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership.

5.5Minimum Gain Chargeback. “Partnership Minimum Gain” within the meaning of Treasury Regulation § 1.704-1T(b)(4)(iv)(a)(2) is an amount of gain that would be realized by the Partnership on the disposition of Partnership property subject to non-recourse indebtedness equal to the amount by which such non-recourse indebtedness exceeds the adjusted tax basis (or book value, if the property has been properly entered on the books of the Partnership at a value different from its then adjusted tax basis) of such property. Notwithstanding anything to the contrary in this Agreement, if for any Partnership fiscal year, there is a net decrease in Partnership Minimum Gain, each Partner shall be allocated items of Partnership income and gain in accordance with Treasury Regulation § 1.704-1T(b)(4)(iv)(e) (a “Minimum Gain Chargeback”) for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, an amount equal to the greater of: (i) the portion of such Partner’s share of the net decrease of Partnership Minimum Gain during such year that is allocable to the disposition of Partnership property subject to one or more non-recourse liabilities of the Partnership, or (ii) the deficit balance in such Partner’s Capital Account at the end of such year as adjusted in accordance with Treasury Regulation § 1.704-1T(b)(4)(iv)(e)(2)(ii). This Section 5.5(b) is intended to comply with Treasury Regulation § 1.704-1T(b)(4)(iv)(e) and shall be interpreted consistently therewith.

8

5.6Proration of Allocations. All income, gains, losses, deductions and credits for a fiscal year allocable with respect to any Partner whose Partnership Interest may have been transferred, forfeited, reduced or changed during such year shall be allocated based upon the varying Interests of the Partners throughout the year. The precise manner in which such allocations shall be made shall be determined by the Managing General Partner and shall be a manner of allocation permitted to be used for federal income tax purposes.

5.7Liquidation of Partnership Interest. If the Partnership Interest of any Partner is liquidated, either in whole or in part, at any time other than as set forth in Article XI, the liquidating distribution shall be made according to the balance in such Partner’s Capital Account, in accordance with the regulations under Section 704 of the Code, taking into account all allocations that would have been made to Partners pursuant to this Article V if all the assets of the Partnership had been sold for their fair market value immediately prior to such liquidating distribution and taking into account the provisions of Section 11.2(b) hereof.

5.8Tax Allocations. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its fair market value as of the date of contribution.

In the event any Partnership asset is adjusted as a result of a revaluation pursuant to Section 4.4 hereof, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its fair market value as of the date of such revaluation in the same manner as under Section 704(c) of the Internal Revenue Code and the Treasury Regulations thereunder. Any election or other decision relating to such allocations shall be made by the Managing General Partner in any manner that reasonably reflects the purpose and intention of this Agreement.

Allocations pursuant to this Section 5.8 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of income, gain, loss, expense, deduction, credit or other item or distribution pursuant to any provision of this Agreement.

5.9Recapture Gain. If taxable gain from a sale, exchange or disposition subject to Section 5.2 includes income treated as ordinary income for income tax purposes because it is attributable to the recapture of depreciation (“Recapture Gain”), the Recapture Gain shall be allocated to the Partners as nearly as possible in proportion to their depreciation allocations which were the source of the Recapture Gain. This subparagraph shall affect the character of an allocation to a Partner but not the total amount of the allocation to be made to such Partners as specified in this Article V.

5.10Distributions to Partners. Except as set forth in Section 5.5 hereof, within a reasonable time after the close of each fiscal year of the Partnership (or more frequently, if the

9

General Partners so elect), the General Partners shall distribute to the Partners the Net Cash Flow for such year ratably according to their Interests.

5.11Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is to be taken in account in maintaining Capital Accounts pursuant to Section 4.10 and Treasury Regulation § 1.704-1(b)(2)(iv)(m), the amount of such adjustment to the Capital Accounts shall be treated as an item of gain if the adjustment increases the basis of the asset or as an item of loss if the adjustment decreases such basis. Such gain or loss shall be specially allocated to the Partners in a manner consistent with the Capital Account or adjustments required pursuant to such Treasury Regulations.

5.12Disallowed Deductions. In the event that any fees, interest or other amounts paid or payable to any General Partner or any of its Affiliates pursuant to this Agreement are deducted by the Partnership in reliance on Section 707(a) or 707(c) of the Code, and such fees, interest or other amounts are disallowed as deductions to the Partnership and are recharacterized as Partnership distributions, then there shall be allocated to such General Partner, prior to the allocations pursuant to Sections 5.1, 5.2 and 5.3, an amount of Partnership gross income for the year in which such fees, interest or other amounts are treated as Partnership distributions equal to such fees, interest or other amounts treated as distributions.

VI.

Rights, Powers and Duties of General Partners

The Partners agree that the General Partners shall have the following rights, powers and duties in connection with the conduct of the business of the Partnership:

6.1Management and Control of the Partnership and Voting. The General Partners shall have the sole and exclusive control of all aspects of the conduct, operation and management of the business of the Partnership. The General Partners shall manage the affairs of the Partnership in a prudent and businesslike fashion and shall use their best efforts to carry out the purposes and the business of the Partnership. The General Partners shall devote such time as they deem necessary to the management of the business of the Partnership.

6.2Powers of General Partners. The General Partners shall have all necessary power to carry out the purposes and business of the Partnership and shall possess all the powers of a partner in a partnership without limited partners, except as otherwise provided by law or expressly provided in this Agreement. Without limiting the foregoing, the General Partners shall have all specific powers required or appropriate to the management of the business of the Partnership, including the following:

(a)To acquire, hold and dispose of any personal or real property, interests therein, or appurtenances thereto, including the purchase, lease, development, rehabilitation, improvement, maintenance, exchange, trade or sale of such property, at such price, rental or amount, for cash, securities or other property, and upon such terms as the General Partners, in their sole discretion, deem to be in the best interest of the Partnership;

10

(b)To acquire and enter into any contract of insurance which the General Partners deem necessary and proper for the protection of the Partnership or for any purpose beneficial to the Partnership;

(c)To retain or employ from time to time, at the Partnership’s expense, persons, firms or corporations (whether or not Affiliates) for the operation and management of the business of the Partnership, and accountants and attorneys, all on such terms and for such compensation as the General Partners shall determine;

(d)To enter into joint venture, partnership or other agreements with third parties in furtherance of the purposes of the Partnership; and

(e)To execute and deliver on behalf of the Partnership, leases, contracts or agreements of any nature and any or all other instruments necessary or desirable to effectuate the foregoing powers.

6.3Authority of the Managing General Partner.

(a)Day-to-day responsibility for operation and maintenance of Badger Creek shall be provided by Power Operating Company (“POC”) pursuant to an Operation and Maintenance Agreement (the “O&M Agreement”) between POC and Badger Creek. The Managing General Partner did not participate in the selection of, nor is it affiliated with, POC. General administrative support for Badger Creek, including day-to-day responsibility for the administration of the O&M Agreement and administration of Badger Creek, shall be provided by CoGen Admin Services, Inc. (“CASI”), pursuant to an Administrative Services Agreement between CASI and Badger Creek. The Managing General Partner did not participate in the selection of, nor is it affiliated with, CASI. Notwithstanding the authority granted to CASI to act for Badger Creek and bind the Partnership, CASI has no authority to act for or bind the Partnership with respect to actions to be taken pursuant to Section 6.6 or 6.7 or Article X, XIII, XIV, XV, or XVI of the Amended and Restated Agreement of Limited Partnership of Badger Creek Limited, which actions must be consented to by all General Partners.

(b)The Managing General Partner shall oversee the operation of the business of the Partnership, and may exercise the authority of the General Partners as to the business of the Partnership, provided that all General Partners must be informed of and provide their consent prior to any such exercise of authority by the Managing General Partner.

(c)The Managing General Partner is a position established solely for administrative convenience, and nothing contained in this Section 6.3 shall serve to restrict the powers granted to any General Partner as set forth in Section 6.1 or to grant any additional powers to the Managing General Partner.

(d)The Managing General Partner shall devote such time as it deems necessary to the management of the business of the partnership.

6.4Reimbursements to General Partners. The Partnership shall not reimburse the General Partners and their respective Affiliates for advances and out of pocket third party

11

disbursements for Partnership purposes in connection with the formation, development and operation of the Partnership.

6.5Indemnification and Liability of General Partners. The Partnership shall indemnify each General Partner against any claim or liability incurred by such General Partner in connection with the business of the Partnership, provided such General Partner acted in good faith and was not grossly negligent or guilty of willful misconduct. Any amount paid to indemnify such General Partner, however, shall be paid out of Partnership assets only, and the Limited Partner shall not be liable for such amounts to be paid to any General Partner. Neither the Partnership nor the Limited Partner shall have any claim against any General Partner based upon or arising out of any act or omission of such General Partner, provided that such General Partner acted in good faith and was not grossly negligent or guilty of willful misconduct; provided, however, that this provision shall not prohibit (i) claims the Partnership or the Limited Partner may have against any General Partner based upon such General Partner’s breach of any contractual obligation contained in any other contract between such General Partner and the Partnership or the Limited Partner, or (ii) claims the Limited Partner may have against any General Partner which arise out of the sale of Interests to the Limited Partner and which state a claim for violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, or any similar state law.

6.6Compensation to Partners. Partners shall receive fees and compensation from the Partnership as follows:

(a)Each General Partner will be reimbursed in the amount of any advances made to the Partnership, including interest on any such advances (which interest may not exceed the amount set forth in Section 4.6).

(b)The Partnership shall pay to the General Partners, each fiscal year, a management and administration fee equal to the fee received by the Partnership pursuant to Section 8.2 of the Badger Creek Partnership Agreement reduced by the amounts paid by the Partnership under the Administrative Agreement (as defined in the Badger Creek Partnership Agreement). Seventy-five percent (75%) of such fee shall be paid to the Managing General Partner and twenty-five percent (25%) of such fee shall be paid to Beardsley. Such fee shall be treated as a Partnership expense made pursuant to a transaction described in Section 707(a) of the Code.

VII.

Provisions Applicable to the Limited Partners

The following provisions shall apply to the Limited Partners, and each of the Limited Partners hereby agrees thereto.

7.1Liability. Except as otherwise provided by the Partnership law of the State of Delaware, the Limited Partners shall be liable with respect to the Partnership only to the extent of the amount of the contributions to capital made or agreed to be made by such Limited Partners.

12

7.2No Participation in Control or Management. No Limited Partner shall take any part in or participate in the conduct of, or have any control over, the business of the Partnership, and no Limited Partner shall have any right or authority to act for or to bind the Partnership.

7.3No Withdrawal or Dissolution. The death, incapacity or bankruptcy of a Limited Partner, shall not dissolve or terminate the Partnership. No Limited Partner shall at any time have the right to have the Partnership dissolved or to withdraw, or have its contribution withdrawn, from the Partnership except as provided in this Agreement.

7.4Consent. To the fullest extent permitted by law, the Limited Partners hereby consent to the exercise by the General Partners of all of the rights and powers conferred on the General Partners by this Agreement.

7.5Acknowledgment. Each Limited Partner acknowledges that it has made an investigation of the pertinent facts relating to the compensation and other payments to the General Partners (and any Affiliates) to the extent it deems necessary in order to be fully informed with respect thereto.

7.6Power of Attorney. Each Limited Partner irrevocably constitutes and appoints Badger I as its true and lawful attorney, in its name, place and stead to make, swear to, execute, acknowledge and file:

(a)Any and all certificates of limited partnership of the Partnership and any amendments thereto which may be required, including amendments required for the addition or substitution of a Limited Partner, and for the continuation of the business of the Partnership by a substitute General Partner or Partners;

(b)Any certificate or other instrument and any amendments thereto which may be required to be filed by the Partnership in order to accomplish the business and purposes of the Partnership, including any business certificate, or assumed name certificate;

(c)Any cancellation of any such certificate and any and all other documents and instruments which may be required upon the dissolution and liquidation of the Partnership;

(d)New certificates of limited partnership and any and all documents and instruments which may be required to effectuate a continuation of the business of the Partnership as provided in this Agreement; and

(e)Such other certificates or instruments as may be required by law or appropriate to the conduct of the Partnership business and the exercise by the General Partners of their authority under this Agreement, including, without limitation, deeds of conveyance of the interest of the Partnership in real property.

It is expressly intended and agreed that the foregoing power of attorney is coupled with an interest and the granting of such power of attorney shall not affect in any way a Limited Partner’s rights to approve or disapprove proposed amendments to this Agreement as provided in Section 12.2 hereof.

13

In the event a Limited Partner transfers its Interest in the Partnership, as provided in Article IX hereof, the foregoing power of attorney shall survive the delivery of the instruments effecting such transfer for the purpose of enabling Badger I to sign, swear to, execute, acknowledge and file any and all amendments to the certificate of limited partnership and other instruments and documents necessary to effectuate the substitution of the transferee as a Limited Partner.

VIII.

Books of Account; Reports and Fiscal Matters

8.1Books of Account. The General Partners shall maintain accurate books of account on behalf of the Partnership and each and every Partnership transaction shall be entered therein in accordance with generally accepted accounting principles. The books of account shall be kept at the principal place of business of the Partnership, and all Partners and duly authorized representatives shall at all reasonable times have access to and the right to inspect and copy the same.

8.2Accounting. The books of account shall be kept on the accrual method of accounting.

8.3Fiscal Year. The fiscal year of the Partnership shall end on December 31 of each year.

8.4Annual Statements. The General Partners shall have financial statements prepared on an annual basis, and copies of the financial statements prepared on an annual basis, and copies of the financial statements shall be furnished to each Partner within one hundred twenty (120) days after the end of each fiscal year of the Partnership. The financial statements shall be deemed to be conclusive and binding between the Partners (except for manifest errors discovered upon the preparation of the subsequent year’s financial statements), unless a Partner gives written notice to the Partnership of its objection to the financial statements within fifteen (15) days after such Partner has been furnished a copy thereof.

8.5Tax Returns. Each Partner shall be furnished, for its review and approval, an IRS Schedule K-1 for income tax purposes showing the Partners’ distributive share of items of income, gain, loss, deduction and credit within one hundred fifty (150) days after the end of each fiscal year of the Partnership. Within fifteen (15) days of its receipt of such document, each Partner shall notify the Managing General Partner of its approval or disapproval thereof. If, within such 15 day period, the Managing General Partner does not receive from a Partner notice that such Partner disapproves such document, such Partner shall be deemed to have approved such document. The Managing General Partner shall serve as the “tax matters partner” pursuant to Section 6231 of the Code.

8.6Bank Accounts. The Managing General Partner shall select a depository or depositories for the funds of the Partnership, and all funds of every kind and nature received by the Partnership shall be deposited in such account or accounts. The Managing General Partner shall from time to time designate the persons authorized to withdraw funds from such accounts.

14

8.7Partnership Funds. The funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest bearing or non-interest bearing investments, as shall be designated by the Managing General Partner. The Managing General Partner shall use its best efforts to invest available Partnership funds in interest bearing investments to maximize the return thereon, consistent with the temporary availability of the funds for investment. Such funds shall not be commingled with funds of any General Partner or any other entity and shall not be used for the purpose of providing any compensating balances for any General Partner or any Affiliate. All withdrawals from any such account shall be made by the duly authorized agent or agents of the Managing General Partner.

8.8Tax Elections. In the event of a transfer or a repurchase by the Partnership or distribution of property by the Partnership in exchange for all or part of the Interest of any Partner, the Partnership may elect, pursuant to Section 754 of the Code (or any successor provision), to adjust the basis of the assets of the Partnership. Except as otherwise provided herein, all tax elections must be agreed to by the Limited Partner.

IX.

Assignment of Limited Partner’s Interest

The Interest of any Limited Partner may not be transferred (whether by assignment, pledge, mortgage, sale or otherwise), and no Limited Partner shall have the right to substitute a transferee in its place, except as provided in this Article IX.

9.1Assignment.

(a)No Limited Partner may transfer all or any part of its Interest without the prior written consent of General Partners representing one hundred percent (100%) of the General Partnership Interests, which consent may be granted or withheld in the sole discretion of each of the General Partners.

(b)Any Limited Partner desiring to transfer all or a part of its Interest in the Partnership pursuant to this Section 9.1 shall notify the General Partners of such desire. Such notice shall include (i) an opinion of counsel (whose fees and expenses shall be borne by such Limited Partner), satisfactory in form and substance to the General Partners, to the effect that either (1) the transfer constitutes an exempt transaction, and does not require registration under applicable securities laws, or (2) the Interest to be transferred is duly and properly registered under all applicable securities laws; (ii) evidence satisfactory to the General Partners that the transferee is eligible to become a substitute Limited Partner pursuant to this Article IX and of the transferee’s agreement to comply with and be bound by the terms of this Agreement and to execute any and all documents that the General Partners may deem necessary in connection with the substitution; (iii) evidence satisfactory to the General Partners that the transfer will not impair the ability of Partnership to be taxed as a partnership for federal income tax purposes or to take advantage of accelerated depreciation under the Internal Revenue Code; (iv) representations in form and substance satisfactory to the General Partners that the transferee is acquiring the Interest for its own account for investment and not with a view to the distribution thereof; and (v)

15

a written agreement signed by the transferee that the Interest being acquired will in no event be resold unless properly registered under all applicable securities laws or exempt therefrom.

(c)No transferee of all or part of the Interest of any Limited Partner shall have the right to become a substitute Limited Partner unless (i) its transferor has stated such intention in the instrument of transfer and (ii) General Partners representing one hundred percent (100%) of the General Partnership Interests have consented to the admission of such transferee as a substitute Limited Partner, which consent may be granted or withheld in the sole discretion of each of the General Partners.

(d)All transfers of Interests in the Partnership occurring during any month shall be deemed effected on the first day of the month next following the month in which the transfer occurs. The appropriate Partnership records shall be noted to prevent the sale or assignment of Interests otherwise than in accordance with this Article IX.

9.2Documents and Expenses. As a condition to admission as a Limited Partner, a transferee of all or part of the Interest of any Limited Partner shall execute and acknowledge such instruments, in form and substance satisfactory to the General Partners, as the General Partners shall deem necessary or advisable to effect such admission and to confirm the agreement of the person being admitted as such Limited Partner to be bound by all the terms and provisions of this Agreement. Such assignee, legatee or distributee shall pay all reasonable expenses in connection with such admission as a Limited Partner, including, but not limited to, legal fees and costs of the preparation, filing and publishing of any amendment to this Certificate of Limited Partnership, if necessary or desirable in connection therewith.

9.3Acquit Partnership. In the absence of written notice to the Partnership of any transfer of a Partnership Interest, any payment by the Partnership to the transferring Partner or its executors, administrators or representatives shall acquit the Partnership of liability, to the extent of such payment, to any other person who may have an interest in such payment by reason of a transfer by the Partner or by reason of such Partner’s death or otherwise.

9.4Restriction on Transfer. Notwithstanding the foregoing provisions of this Article IX, no transfer of a Partnership Interest may be made if the Interest sought to be transferred, when added to the total of all other Partnership Interests transferred within the period of twelve (12) consecutive months prior thereto, would result in the termination of the Partnership under Section 708 of the Code or any successor section) or if such transfer would effect the status of the Project as a “qualifying facility” within the meaning of the Public Utilities Regulatory Policies Act of 1978 and the regulations promulgated thereunder.

X.

Resignation or Removal of a General Partner

10.1Resignation of General Partners. Except as provided in Section 10.2, no General Partner shall have the right to resign and withdraw from the Partnership or transfer, assign, hypothecate, grant, convey, mortgage or otherwise dispose of or encumber its Interest in the Partnership, or enter into any agreement as a result of which any other person shall become

16

interested in the Partnership as a general partner, without the prior written consent of a majority of the Limited Partners (which consent the Limited Partners may, in their sole discretion, refuse to grant). Any attempted or purported assignment, transfer, hypothecation or other disposition by any General Partner of all or any part of its Interest in the Partnership without such prior consent shall be void and of no effect. If the General Partner purports to resign or withdraw from the Partnership in violation of the foregoing provision, it shall remain liable for the debts, obligations and liabilities of the Partnership to the same extent as if it had not retired or withdrawn and, in addition, shall be liable to the Partnership and the Limited Partners for any damages sustained by reason of such purported resignation or withdrawal. A General Partner may, without first obtaining the consent of any Limited Partner, assign, transfer or otherwise dispose of all or any part of its Interest in Partnership income, gains, losses, deductions and/or credits.

10.2Removal of General Partners.

(a)Any General Partner may be removed by a majority of the Limited Partners for fraud, gross negligence or criminal actions having a material adverse effect on the Partnership.

(b)The notice of removal served upon a General Partner shall set forth the date upon which the removal is to become effective, which date shall be not less than forty-five (45) days after the notice of removal is served upon the General Partner.

(c)In the event that a General Partner is to be removed, immediately after service of the notice of its removal, the General Partners shall cause an accounting to be prepared at the expense of the Partnership, covering the transactions of the Partnership since the end of the preceding fiscal year, and thereafter the General Partners shall not sell or dispose of any Partnership assets unless such sale or disposition was the subject of a contract entered into by and binding upon the Partnership prior to the time the notice of removal was served.

10.3Additional or Successor General Partner. Any additional or successor General Partner or General Partners may be admitted to the Partnership with the consent of a majority of the Limited Partners, which consent shall operate as an amendment to this Agreement and shall set forth appropriate provisions, if there will then be more than one successor General Partner, to establish the rights, duties and powers of each General Partner.

10.4Payment for Replaced General Partner’s Interest. In the event that a substitute General Partner is admitted after the wrongful withdrawal of a former General Partner in violation of Section 10.1, or after the removal of a former General Partner pursuant to Section 10.2, such substitute General Partner, immediately upon its admission as a General Partner, shall purchase from the former General Partner, and the former General Partner shall be required to sell, all of its Interest in the Partnership. The purchase price shall be such amount as is agreed upon between the General Partner and the substitute General Partner, and if no such agreement is reached within ninety (90) days of the admission of the substitute General Partner, such amount shall be the fair market value as determined by an independent appraiser selected by the interested parties, or if they cannot mutually agree to such appraiser, as appointed by the President of the American Institute of Appraisers.

17

10.5Alternative to Special Meetings. As an alternative to voting at special meetings of the Partnership pursuant to this Article, a majority of the Limited Partners may consent to and approve by written action any matter; provided, however, that written notice is given to all Partners at least fifteen (15) days before solicitation of signatures is begun and provided that failure of a majority of the Limited Partners to respond either affirmatively or negatively within sixty (60) days of the proposed solicitation shall be construed as consent.

10.6Failure to Admit Substitute General Partner. In the event no General Partner is so serving and a substitute General Partner has not been appointed and admitted within a reasonable time, the Partnership shall promptly be dissolved, terminated and liquidated.

XI.

Dissolution and Liquidation

11.1Events Causing Dissolution. The Partnership shall be dissolved only upon the occurrence of any of the following events:

(a)The expiration of the term set forth in Section 1.4;

(b)The death, insolvency, bankruptcy (including assignment for benefit of creditors), legal incapacity or removal of a General Partner, if a substitute General Partner has not been timely admitted, with the result that no General Partner is then acting;

(c)The final decree of a court that such dissolution is required under applicable law; or

(d)The sale, exchange or other disposition of the Project or of all or substantially all of the assets of the Partnership.

11.2Liquidation, Winding Up, and Distribution on Liquidation.

(a)If dissolution of the Partnership is caused by any reason set forth in Section 11.1, the business of the Partnership shall be wound up, the General Partners (or other person or persons designated by an order of court) shall take full account of the Partnership assets and liabilities, and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are not sold, gain or loss shall be allocated to the Partners in accordance with Article V as if such assets had been sold at their fair market value at the time of the liquidation. If any assets are distributed to a Partner, rather than sold, the distribution shall be treated as a distribution equal to the fair market value of the asset at the time of the liquidation. In settling the accounts of the Partnership, the assets of the Partnership shall be used and distributed in the following order of priority:

(i)To the payment of all debts and liabilities of the Partnership, other than any loan or advance that may have been made by any Partner to the Partnership, in the order of priority as provided by law;

18

(ii)To the establishment of any reserve deemed necessary by the General Partners or the person winding up the affairs of the Partnership for any contingent liability or obligation of the Partnership;

(iii)To the payment of any loan to the Partnership by any Partner, without priority among such Partners;

(iv)To the Partners, ratably according to the credit balances in their respective Capital Accounts, in an amount equal to the aggregate credit balances in such Capital Accounts, taking into account the allocation of any income, gain or loss from the sale, exchange or other disposition as set forth in Section 5.2 (including a deemed sale, exchange or other disposition pursuant to this paragraph 11.2) of the Partnership’s assets.

(b)Except as may be required by law with respect to third party creditors upon dissolution of the Partnership none of the Partners shall be liable to the Partnership or other Partners to pay or restore any deficit in its Capital Account, nor shall any such deficit be deemed an asset of the Partnership.

XII.

Miscellaneous Provisions

12.1Interpretation. All references herein to Articles and Sections refer to Articles and Sections of this Agreement. All Article and Section headings are for reference purposes only and shall not affect the interpretation of this Agreement.

12.2Entire Agreement. This Agreement constitutes the entire agreement among the parties. It supersedes any prior agreement or understandings among them, and it may be modified or amended only pursuant to a written amendment signed by each of the Partners.

12.3Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware.

12.4Notices and Certificates. Any notices and certificates which shall be given in connection with the business of the Partnership shall be duly given if mailed, by certified or registered mail, postage prepaid:

(i)If to the Partnership, to the principal office of the Partnership set forth in Section 1.2, or to such other address as the Managing General Partner shall notify the Partners in writing;

(ii)If to the General Partners, to the respective addresses set forth in Section 1.3, or to such other address as a General Partner shall notify the Partnership and the Partners in writing; and

(iii)If to the Limited Partner, to the address set forth in Section 1.3 or to such other address as the Limited Partner shall notify the Partnership in writing.

19

12.5Separability. In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby.

12.6Successors and Assigns. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their personal representatives, heirs, successors and permitted assigns.

12.7Affiliate Transactions. The Managing General Partner, on behalf of the Partnership, shall not enter into any transactions with an Affiliate of Beardsley, Badger I or Badger II without the written consent of EIF unless such transaction is on terms no less favorable to the Partnership than if the transaction had been negotiated in good faith on an arm’s length basis with a non-Affiliate of Beardsley, Badger I or Badger II.

12.8Covenant Regarding FERC Filings. The Partners hereby agree to use reasonable efforts and cooperate in good faith to file the necessary filings and certifications with the Federal Energy Regulatory Commission with the respect to the Transfer and to the proposed acquisition by EIF or an Affiliate thereof of an indirect interest in Juniper Generation, L.L.C., a Delaware limited liability company, as it relates to the Partnership.

12.9Sale of Badger I and Badger II Interests. The Partners hereby agree that, at any time after the date hereof, in the event of a sale by Badger I and Badger II to a non-utility third party of all their Interests in the Partnership, Badger I has the right to cause EIF to sell its Interests to such third party for a purchase price that is the lower of (i) a price equal to the price offered by such third party for the Interests of Badger I and Badger II multiplied by a fraction of which the numerator is the percentage interest of EIF in the Partnership and the denominator is the sum of the percentage interests of Badger I and Badger II in the Partnership, or (ii) an amount which would result in EIF having received a twelve percent (12%) pre-tax internal rate of return on its purchase of the Transferred Interest from the date of such purchase to the date of sale of such Transferred Interest, taking into account the purchase price paid by EIF for the Transferred Interest and all distributions and contributions made subsequent to the date hereof.

[Signature Page Follows]

20

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

GENERAL PARTNERS:	BEARDSLEY POWER CORPORATION
	/s/ Ingolf Hermann
	Ingolf Hermann, President
	BADGER POWER GENERATION I INC.
	/s/ S. Thomas Wertz
	S. Thomas Wertz, Vice President
LIMITED PARTNERS:	BADGER POWER GENERATION II INC.
	/s/ S. Thomas Wertz
	S. Thomas Wertz, Vice President
	EIF BADGER POWER LLC
	By:	/s/ Mark D. Segel
	Name:	Mark D. Segel
	Title:	Secretary

EXHIBIT 1

General Partners	Interest
Beardsley Power Corporation	.5		%
Badger Power Generation I Inc.	.5		%
Limited Partners
Badger Power Generation II Inc.	97		%
EIF Badger Power LLC		2	%
Total:	100		%

EX-3.91

Exhibit 3.91

FIRST AMENDMENT TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

BADGER POWER ASSOCIATES, L.P.

This First Amendment to the Amended and Restated Limited Partnership Agreement of Badger Power Associates, L.P. (the “Partnership”) dated as of the 31st day of January, 2001 (the “LP Agreement”), by and among Beardsley Power Corporation, a Minnesota corporation (“Beardsley”), and Badger Power Generation I Inc., a Delaware corporation (“Badger I”), as General Partners, and Badger Power Generation II Inc., a Delaware corporation (“Badger II”), and ElF Badger Power LLC, a Delaware limited liability company (“EIF”), as limited partners.

1.Purpose. The purpose of this amendment is to:

(i) reflect the conversion of Badger I to a limited liability company pursuant to filing with the Delaware Secretary of State effective March 10, 2004;

(ii) reflect the conversion of Badger II to a limited liability company pursuant to filing with the Delaware Secretary of State effective March 10, 2004;

(iii) reflect the withdrawal of Beardsley as a general partner of the Partnership and the admission of Teton Power Holdings, LLC, a Delaware limited liability company (“Teton”) as a general partner, pursuant to an Agreement for Acquisition of General Partnership Interest dated as of March 25, 2004 between Beardsley and Teton;

(iv) reflect the withdrawal of EIF as a limited partner of the Partnership and the admission of Teton as a limited partner, pursuant to an Agreement for Acquisition of Limited Partnership Interests dated as of February 6, 2004;

(v) reflect a change in address of the General Partners and the Limited Partner; and

(vi) update and conform Exhibit I to the LP Agreement to accurately reflect the current owners of the Partnership.

2.General Partner Conversion. The LP Agreement is hereby amended by striking all references to Badger Power Generation I Inc., a Delaware corporation, as General Partner and by replacing each reference with Badger Power Generation I LLC, a Delaware limited liability company.

3.Limited Partner Name Conversion. The LP Agreement is hereby amended by striking all references to Badger Power Generation II Inc., a Delaware corporation, as Limited Partner and by replacing each reference with Badger Power Generation II LLC, a Delaware limited liability company.

4.General Partner Admission. The LP Agreement is hereby amended by striking all references to Beardsley as a General Partner and by replacing each reference with Teton.

5.Limited Partner Admission. The LP Agreement is hereby amended by striking all references to EIF as a Limited Partner and by replacing each reference with Teton.

6.Change of Address. The LP Agreement is hereby amended by striking Article 1.3 in its entirety and by replacing it with the following new Article:

1.3.Names and Addresses: Designation of Partners: The names and addresses of the Partners and their designation as General Partners and Limited Partners are:

(a) General Partners:	Teton Power Holdings, LLC
	c/o ArcLight Capital Holdings, LLC
	200 Clarendon St., 55th floor
	Boston, MA 02117
	Badger Power Generation I LLC
	c/o ArcLight Capital Holdings, LLC
	200 Clarendon, St., 55th floor
	Boston, MA 02117
(b) Limited Partners:	Teton Power Holdings, LLC
	c/o ArcLight Capital Holdings, LLC
	200 Clarendon St., 55th floor
	Boston, MA 02117
	Badger Power Generation II LLC
	c/o ArcLight Capital Holdings, LLC
	200 Clarendon St., 55th floor
	Boston, MA 02117

7.Exhibit 1.  Exhibit 1 to the LP Agreement is hereby amended and restated as set forth in Exhibit 1 attached hereto.

8.No Other Changes. Except as expressly amended by the terms of this Amendment, the LP Agreement remains unchanged and is in full force and effect pursuant to its terms.

IN WITNESS WHEREOF, this Amendment has been executed as of the 27th day of August, 2004.

GENERAL PARTNERS:	TETON POWER HOLDINGS, LLC
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President
	BADGER POWER GENERATION I LLC
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President
LIMITED PARTNERS:	TETON POWER HOLDINGS, LLC
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President
	BADGER POWER GENERATION II LLC
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President

EXHIBIT 1

Amended and Restated Agreement

Of Limited Partnership

Badger Power Associates, L.P.

Updated: August 27, 2004

General Partners	Interest
Badger Power Generation I LLC	0.5	%
Teton Power Holdings, LLC	0.5	%
Limited Partners	Interest
Badger Power Generation II LLC	97	%
Teton Power Holdings, LLC	0.5	%

EX-3.92

Exhibit 3.92

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

AMONG

CPI INCOME SERVICES LTD.

AND

EACH PERSON WHO IS ADMITTED TO THE

PARTNERSHIP AS A LIMITED PARTNER IN ACCORDANCE

WITH THE TERMS HEREOF

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Headings	4
1.3	Interpretation	4
1.4	Currency	5
ARTICLE 2 RELATIONSHIP BETWEEN PARTNERS		5
2.1	Formation of the Partnership	5
2.2	Name of the Partnership	5
2.3	Business of the Partnership	5
2.4	Business in Other Jurisdictions	6
2.5	Office of the Partnership	6
2.6	Fiscal Year	6
2.7	Status of Partners	6
2.8	Survival of Representations, Warranties and Covenants	7
2.9	Evidence of Status and Sale of Affected Units	7
2.10	Limitation on Authority of Limited Partners	9
2.11	Power of Attorney	9
2.12	Limited Liability of Limited Partners	11
2.13	Indemnity of Limited Partners	11
2.14	Compliance with Laws	12
2.15	Other Activities of General Partner	12
2.16	General Partner May Hold Units	12
2.17	General Partner as a Limited Partner	12
ARTICLE 3 UNITS		12
3.1	Authorized Units	12
3.2	Unit Offering(s)	12
3.3	Subscription for Units	13
3.4	Acceptance of Subscription Form by General Partner	13
3.5	Admittance as Limited Partner	13
3.6	Payment of Expenses	13
3.7	Effective Date	13
3.8	Record of Limited Partners	14
3.9	Changes in Membership of Partnership	14
3.10	Notice of Change	14
3.11	Inspection of Record	14
3.12	Transfer of Units	14
3.13	Documentation on Transfer	15
3.14	Amendment of Record	15
3.15	Non-Recognition of Trusts or Beneficial Interests	15
3.16	Incapacity, Death, Insolvency or Bankruptcy	15

3.17	No Transfer upon Dissolution	16
3.18	Unit Certificates	16
3.19	Securities Transfer Act	16
ARTICLE 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS		16
4.1	Capital	16
4.2	General Partner Contribution	16
4.3	Limited Partner Contributions	16
4.4	Separate Capital Accounts	16
4.5	No Interest on Capital Account	17
4.6	Unpaid Capital Amounts	17
4.7	Sale of Units in Default	17
4.8	Failure to Give Notice	17
4.9	Restriction on Transfer	18
4.10	Interest on Amounts in Default	18
4.11	Set-Off	18
4.12	Liability for Deficiency	18
ARTICLE 5 PARTICIPATION IN PROFITS AND LOSSES		18
5.1	Allocation of Amounts	18
5.2	Distributions	19
5.3	Repayments	19
ARTICLE 6 REIMBURSEMENT OF EXPENSES		19
6.1	Expenses of the Partnership	19
ARTICLE 7 POWERS, DUTIES AND OBLIGATIONS OF GENERAL PARTNER		20
7.1	Powers, Duties and Obligations	20
7.2	Specific Powers and Duties	20
7.3	Loans from General Partner and Atlantic Power	22
7.4	Title to Property	22
7.5	Exercise of Duties	22
7.6	Limitation of Liability	23
7.7	Indemnity of General Partner	23
7.8	Liability of Indemnitees	24
7.9	Resolution of Conflicts of Interest	25
7.10	Other Matters Concerning the General Partner	25
7.11	Indemnity of Partnership	26
7.12	Restrictions upon the General Partner	26
7.13	Employment of an Affiliate or Associate	26
7.14	Removal of General Partner	26
7.15	Voluntary Withdrawal of General Partner	27
7.16	Condition Precedent	27
7.17	Transfer to New General Partner	27

ii

7.18	Transfer of Title to New General Partner	28
7.19	Release by Partnership	28
7.20	New General Partner	28
7.21	Transfer of General Partner Interest	28
7.22	Restriction on Removal or Withdrawal of General Partner	28
ARTICLE 8 FINANCIAL INFORMATION		29
8.1	Books and Records	29
8.2	Reports	29
8.3	Income Tax Information	29
8.4	Right to Inspect Partnership Books and Records	30
8.5	Accounting Policies	30
8.6	Appointment of Auditor	30
ARTICLE 9 MEETINGS OF THE LIMITED PARTNERS		31
9.1	Requisitions of Meetings	31
9.2	Place of Meeting	31
9.3	Notice of Meeting	31
9.4	Record Dates	31
9.5	Information Circular	32
9.6	Proxies	32
9.7	Validity of Proxies	32
9.8	Form of Proxy	32
9.9	Revocation of Proxy	32
9.10	Corporations	32
9.11	Attendance of Others	33
9.12	Chairman	33
9.13	Quorum	33
9.14	Voting	33
9.15	Poll	34
9.16	Powers of Limited Partners; Resolutions Binding	34
9.17	Powers Exercisable by Extraordinary Resolution	34
9.18	Conditions to Action by Limited Partners	35
9.19	Minutes	35
9.20	Additional Rules and Procedures	35
ARTICLE 10 NOTICES		35
10.1	Address	35
10.2	Change of Address	36
10.3	Accidental Failure	36
10.4	Disruption in Mail	36
10.5	Receipt of Notice	36
10.6	Undelivered Notices	36

iii

ARTICLE 11 DISSOLUTION AND LIQUIDATION		36
11.1	Events of Dissolution	36
11.2	No Dissolution	37
11.3	Procedure on Dissolution	37
11.4	Dissolution	37
11.5	No Right to Dissolve	37
11.6	Agreement Continues	38
ARTICLE 12 AMENDMENT		38
12.1	Amendment Procedures	38
12.2	Amendment Requirements	38
12.3	Amendment by General Partner	38
ARTICLE 13 MISCELLANEOUS		39
13.1	Binding Agreement	39
13.2	Time	39
13.3	Counterparts	39
13.4	Governing Law	39
13.5	Severability	39
13.6	Further Acts	40
13.7	Entire Agreement	40
13.8	Limited Partner Not a General Partner	40

iv

CAPITAL POWER INCOME L.P.

LIMITED PARTNERSHIP AGREEMENT

THIS LIMITED PARTNERSHIP AGREEMENT made as of March 27, 1997 among CPI Income Services Ltd. as General Partner, the Initial Limited Partner and each Person who is admitted to the Partnership as a Limited Partner in accordance with the terms hereof, as amended and restated June 6, 1997 and as amended September 29, 1998, March 26, 2004, April 29, 2004 and August 31, 2005 and as amended and restated July 1, 2009, October 1, 2009, November 4, 2009 and November 5, 2011.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT IN CONSIDERATION of the covenants and agreements contained in this Agreement, the Partners agree with each other as follows:

ARTICLE 1

INTERPRETATION

1.1Definitions

In this Agreement the following words have the following meanings:

“Act” means the Limited Partnerships Act (Ontario);

“Affiliate” means as follows: a Person is an Affiliate of another Person if (a) one of them is the Subsidiary of the other, or (b) each of them is Controlled by the same Person;

“Agreement” means this Limited Partnership Agreement made as of March 27, 1997 among CPI Income as General Partner, the Initial Limited Partner and each Person who is admitted to the Partnership as a Limited Partner in accordance with the terms hereof, as amended and restated June 6, 1997 and as amended September 29, 1998, March 26, 2004, April 29, 2004 and August 31, 2005 and as amended and restated July 1, 2009, October 1, 2009, November 4, 2009 and November 5, 2011;

“AP Services Canada” means Atlantic Power Services Canada LP, a limited partnership established pursuant to the Limited Partnerships Act (Ontario);

“Arrangement Agreement” means the arrangement agreement dated June 20, 2011, as amended effective July 25, 2011, as amended, supplemented and/or restated, among the Partnership, CPI Income, CPI Investments Inc. and Atlantic Power;

“Associate” where used to indicate a relationship with any Person has the same meaning as in the Securities Act (Ontario);

“Atlantic Power” means Atlantic Power Corporation, a corporation continued under the laws of the Province of British Columbia;

“Auditor” means KPMG LLP, or such other firm whose partners are members, in good standing, of the Canadian Institute of Chartered Accountants and which is appointed from time to time as auditor of the Partnership by the General Partner;

“Capital Contribution” of a Limited Partner means the total amount of money or property paid or agreed to be paid to the Partnership by such Limited Partner in respect of Units subscribed for by such Limited Partner where subscriptions therefor have been accepted by the General Partner;

“Control” means as follows: a Person (first person) is considered to Control another Person (second person) if (a) the first person beneficially owns, or controls or directs, directly or indirectly, securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (c) the second person is a limited partnership and the first person (i) is the general partner of the limited partnership or (ii) beneficially owns, or controls or directs, directly or indirectly, securities of the general partner of the limited partnership carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the general partner of the limited partnership;

“CPI Income” means CPI Income Services Ltd., a corporation governed by the laws of Canada;

“Declaration” means the declaration of limited partnership of the Partnership filed with the Registrar under the Act and all amendments thereto and renewals or replacements thereof;

“Extraordinary Resolution” means:

(a)a resolution approved by more than 662/3% of the votes cast in person or by proxy at a duly constituted meeting of Limited Partners or at any adjournment thereof, called in accordance with this Agreement; or

(b)a written resolution in one or more counterparts signed by Limited Partners holding in the aggregate more than 662/3% of the aggregate number of outstanding Units;

“Fiscal Year” has the meaning set forth in Section 2.6;

“General Partner” means CPI Income or any other party who may become the general partner of the Partnership in place of or in substitution for CPI Income, from time to time, in each case until such general partner ceases to be the general partner of the Partnership under the terms of this Agreement;

“Initial Limited Partner” means Alison T. Love;

2

“Limited Partner” means any Person who is or shall become a limited partner of the Partnership;

“Management and Operations Agreement” means the management and operations agreement between the Partnership and AP Services Canada made effective as of November 5, 2011, as may be amended, supplemented and/or restated from time to time, pursuant to which AP Services Canada will provide certain management and administrative services to the Partnership and will operate and maintain the Power Plant Assets;

“Ordinary Resolution” means:

(a)a resolution approved by more than 50% of the votes cast in person or by proxy at a duly constituted meeting of Limited Partners or at any adjournment thereof called in accordance with this Agreement; or

(b)a written resolution in one or more counterparts signed by Limited Partners holding in the aggregate more than 50% of the aggregate number of outstanding Units;

“Partners” means the General Partner and the Limited Partners and “Partner” means any one of them;

“Partnership” means the limited partnership as formed, constituted and as amended between the parties hereto in accordance with this Agreement;

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

“Plan of Arrangement” means the plan of arrangement pursuant to section 192 of the Canada Business Corporations Act involving Atlantic Power, the Partnership, CPI Income and CPI Investments Inc. on the terms and conditions set forth in the Arrangement Agreement;

“Power of Attorney and Declaration Form” means a power of attorney and declaration in the form appended hereto as Schedule 1, from time to time, or such other form as approved from time to time by the General Partner;

“Power Plant Assets” means all of the right, title and interest directly or indirectly held by the Partnership in the Power Plants, all agreements in relation thereto, all licences, easements and permits in relation thereto and all intellectual property associated therewith;

“Power Plants” means, collectively, the Nipigon, Kapuskasing, Tunis, Calstock and North Bay, Ontario power generating plants owned by the Partnership;

3

“Power Purchase Agreements” means, collectively, the power purchase agreements between the Partnership and Ontario Electricity Financial Corporation pursuant to which Ontario Electricity Financial Corporation purchases power produced at the Power Plants;

“Record” means the record of the Limited Partners which the General Partner is required to maintain under the Act;

“Requisitioning Partners” has the meaning set forth in Section 9.1;

“STA” has the meaning set forth in Section 3.19;

“Subscription Form” means a subscription agreement and Power of Attorney and Declaration in such form as approved from time to time by the General Partner;

“Subsidiary” means a Person that is Controlled directly or indirectly by another Person;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended;

“Unit” means a limited partnership unit of the Partnership; and

“Unit Certificate” means a certificate for Units issued in accordance with Section 3.18 in such form as approved by the General Partner from time to time.

1.2Headings

In this Agreement, the headings are for convenience of reference only, do not form a part of this Agreement and are not to be considered in the interpretation of this Agreement.

1.3Interpretation

In this Agreement,

(a)words importing the masculine gender include the feminine and neuter genders, corporations, partnerships and other Persons, and words in the singular include the plural, and vice versa, wherever the context requires;

(b)all references to designated Articles, Sections and other subdivisions are to be designated Articles, Sections and other subdivisions of this Agreement;

(c)all accounting terms not otherwise defined will have the meanings assigned to them by, and all computations to be made will be made in accordance with, International Financial Reporting Standards issued by the International Accounting Standards Board and adopted by the Canadian Institute of Chartered Accountants from time to time;

(d)any reference to a statute will include and will be deemed to be a reference to the regulations made pursuant to it, and to all amendments made to the statute and regulations in force from time to time, and to any statute or regulation that may be

4

passed which has the effect of supplementing or superseding the statute referred to or the relevant regulation;

(e)any reference to a Person will include and will be deemed to be a reference to any Person that is a successor to that Person;

(f)business day will be deemed to be a reference to any day which is not a Saturday, Sunday or a day which is generally observed as a holiday in Ontario; and

(g)“hereof”, “hereto”, “herein”, and “hereunder” mean and refer to this Agreement and not to any particular Article, Section or other subdivision.

1.4Currency

All references to currency herein are references to lawful money of Canada.

ARTICLE 2

RELATIONSHIP BETWEEN PARTNERS

2.1Formation of the Partnership

The Partners acknowledge and confirm that the Partnership is a limited partnership formed under the laws of the Province of Ontario and that the Partnership was formed effective as of March 27, 2007, the date on which the General Partner caused the filing of the Declaration under the Act. The General Partner shall file, if, as and when required by the Act or this Agreement, any declaration of changes or new declarations, and may file a declaration of change at any time for any proper purpose as the General Partner may determine, and shall take all necessary action on the basis of information available to it in order to maintain the status of the Partnership as a limited partnership.

2.2Name of the Partnership

The name of the Partnership shall be “Capital Power Income L.P.” in English and “Société en commandite de revenu Capital Power” in French or such other name or names as the General Partner may from time to time deem appropriate to comply with the laws of the jurisdictions in which the Partnership may carry on business. The General Partner shall have the right to change the name of the Partnership and to file an amendment to the Declaration changing the name of the Partnership.

2.3Business of the Partnership

The business of the Partnership shall consist solely of directly or indirectly participating in the energy supply industry whether carried on directly or indirectly through another Person. The Partnership may also engage in such other necessary or related activities as the General Partner deems advisable in order to carry on its business as aforesaid. The Partnership may also acquire and hold ownership interests in another Person where that other Person engages in a business other than as previously described (a “Non-Qualifying Business”), provided that the majority of the assets of such Person are utilized in the conduct of a business which is not a Non-

5

Qualifying Business. The Partnership shall not carry on any other business than as permitted in this Section 2.3.

2.4Business in Other Jurisdictions

(a)The Partnership shall not carry on business in any jurisdiction unless the General Partner has taken all steps which may be required by the laws of that jurisdiction for the Limited Partners to benefit from limited liability to the same extent that such Limited Partners enjoy limited liability under the Act. The Partnership shall not carry on business in any jurisdiction in which the laws do not recognize the liability of the Limited Partners to be limited unless, in the opinion of the General Partner, the risks associated with the possible absence of limited liability in such jurisdiction are not significant considering the relevant circumstances.

(b)The Partnership shall carry on business in such a manner as to ensure, to the greatest extent possible, the limited liability of the Limited Partners, and the General Partner shall register the Partnership in other jurisdictions where the General Partner considers it appropriate to do so.

2.5Office of the Partnership

The principal place of business of the Partnership shall be Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7 or such other address in Ontario as the General Partner may designate in writing from time to time to the Limited Partners provided that the Partnership shall at all times maintain a principal office in Ontario.

2.6Fiscal Year

Subject to the General Partner determining otherwise, each fiscal period of the partnership shall commence on January 1 in each year and shall end on the earlier of December 31 in that year or on the date of dissolution or other termination of the Partnership. Each such fiscal period is herein referred to as a “Fiscal Year”. The General Partner has determined that, subject to the approval of the Minister of National Revenue, the Fiscal Year commencing January 1, 2011 shall end upon the completion of the Plan of Arrangement and the Fiscal Year commencing thereafter shall end on December 31, 2011.

2.7Status of Partners

(a)The General Partner represents, warrants, covenants and agrees with each Limited Partner that the General Partner:

(i)is a corporation incorporated under the laws of Canada and is validly subsisting under such laws;

(ii)is not a “non-resident” of Canada for the purposes of the Tax Act;

(iii)has the capacity and corporate authority to act as the general partner of the Partnership and to perform its obligations under this Agreement, and such

6

obligations do not conflict with nor do they result in a breach of any of its constating documents, by-laws or any agreement by which it is bound;

(iv)will act in good faith in a manner which it believes to be in, or not opposed to, the best interests of the Partnership, subject to the provisions of this Agreement;

(v)will hold and shall maintain the registrations necessary for the conduct of its business and has and shall continue to have all licences and permits necessary to carry on its business as the general partner of the Partnership in all jurisdictions where the activities of the Partnership require such licensing or other form of registration of the General Partner;

(vi)will devote as much time as is reasonably necessary for the conduct and prudent management of the business and affairs of the Partnership; and

(vii)for so long as it is the general partner of the Partnership, it will not carry on any business other than that of general partner of the Partnership.

(b)Each of the Limited Partners severally represents, warrants, covenants and agrees with each other Partner that such Limited Partner:

(i)has the capacity and competence and, if a corporation, the necessary corporate authority, to enter into this Agreement;

(ii)is not a “non-resident” of Canada for the purposes of the Tax Act and, if a partnership, is a “Canadian partnership” under the Tax Act; and

(iii)shall not transfer its Units, in whole or in part to a Person who is not able to make these representations, warranties and covenants.

2.8Survival of Representations, Warranties and Covenants

The representations, warranties and covenants made pursuant to Section 2.7 shall survive execution of this Agreement and each Partner covenants and agrees to ensure that each representation, warranty and covenant made pursuant to Section 2.7 remains true so long as such Partner remains a Partner.

2.9Evidence of Status and Sale of Affected Units

Each Limited Partner (including any depository for the Units) covenants and agrees that it will, upon request, promptly provide evidence to the General Partner that its status under the Tax Act is as represented in Section 2.7(b)(ii). In the event that a Limited Partner fails to comply with such a request or in the event that reasonably satisfactory evidence is not provided by such Limited Partner, or in the event that the General Partner otherwise determines that a Person has become a Limited Partner in contravention of Section 2.7(b)(ii), the General Partner, by written notice (a “Sell Notice”) to such Limited Partner (the “Affected Partner”) may require the Affected Partner to sell to a Person who complies with Section 2.7(b)(ii), the Affected Partner’s

7

entire interest in all Units held by the Affected Partner (the “Affected Units”) within the period prescribed in the Sell Notice. Any Sell Notice shall be given by prepaid mail or delivered directly to the Affected Partner and shall specify a date, which shall be not less than five days later, by which the Affected Units must be sold to a Person who complies with Section 2.7(b)(ii). The Sell Notice shall also require the Affected Partner to notify the General Partner of the completion of the sale or disposition requested.

In the event that the Affected Units have not been sold by the Affected Partner on or prior to the date stipulated in the Sell Notice, the General Partner may, subject to compliance with applicable securities laws, elect to sell the Affected Units on behalf of the Affected Partner without further notice in accordance with the terms hereof. The General Partner may sell Affected Units on any stock exchange or organized market on which the Affected Units are then listed or traded as the General Partner shall determine or, if the Affected Units are not then listed on any stock exchange or traded on any organized market, in such other manner as the General Partner shall determine, including purchasing the Affected Units on behalf of the Partnership at their fair market value as determined by an independent investment dealer acting as valuator, selected by the General Partner. For all purposes of such sale, the General Partner shall be deemed to be the agent and lawful attorney of the Affected Partner. The net proceeds of any such sale of Affected Units shall be the net proceeds after deduction of any commissions, taxes or other costs of sale.

In the event of any such sale, an Affected Partner shall have the right only to receive the net proceeds therefrom which the Partnership shall pay or cause to be paid to the Affected Partner not later than 60 days following such sale.

The General Partner shall, as soon as reasonably practical, and in any event, not later than 30 days after the sale of the Affected Units, send a notice to the Affected Partner stating that the Affected Units have been sold, the amount of the net proceeds to be paid to the Affected Partner and all other relevant particulars of the sale.

Where, in accordance with this Section 2.9, Affected Units are sold by the General Partner and, after the sale, a Person establishes that it is a bona fide purchaser of the Affected Units from the Affected Partner, then, subject to applicable law:

(a)the Partnership shall be entitled to treat the Units so purchased by the bona fide purchaser as validly issued and outstanding Units in addition to the Affected Units sold by the General Partner; and

(b)notwithstanding anything herein contained, the Partnership shall be entitled to retain the net proceeds arising from the sale of the Affected Units and shall add such amount to the capital account maintained by the Partnership in respect of outstanding Units.

The General Partner shall have the sole right and authority to make any determination required or contemplated under this Section 2.9. The General Partner shall make on a timely basis all determinations necessary for the administration of the provisions of this Section 2.9 and, without limiting the generality of the foregoing, if the General Partner considers that there are

8

reasonable grounds for believing that a contravention of the non-resident ownership restriction contained in paragraph 2.7(b)(ii) has occurred or will occur, the General Partner shall make a determination with respect to the matter. Any such determination shall be conclusive, final and binding except to the extent modified by any subsequent determination by the General Partner.

Notwithstanding anything contained herein, in the event that the General Partner determines that a Person has become a Limited Partner in contravention of Section 2.7(b)(ii), such Person shall be deemed to have ceased to be a Limited Partner in respect of the Units held by him or her effective immediately prior to the date of contravention and shall not be entitled to receive any distributions from the Partnership and such Units shall be deemed not to be outstanding until acquired by a Person who complies with Section 2.7(b)(ii); provided that other holders of Units shall not be entitled to any portion of any distribution paid in respect of Units that have been so deemed not to be outstanding.

2.10Limitation on Authority of Limited Partners

No Limited Partner shall:

(a)take part in the administration, control, management or operation of the business of the Partnership or exercise any power in connection therewith or transact business on behalf of the Partnership;

(b)execute any document which binds or purports to bind any other Partner or the Partnership;

(c)hold himself or herself out as having the power or authority to bind any other Partner or the Partnership;

(d)have any authority or power to act for or undertake any obligation or responsibility on behalf of any other Partner or the Partnership;

(e)bring any action for partition or sale or otherwise in connection with the Partnership or any interest in any property of the Partnership, whether real or personal, tangible or intangible, or file or register or permit to be filed, registered or remain undischarged any lien or charge in respect of any property of the Partnership; or

(f)compel or seek a partition, judicial or otherwise, of any of the assets of the Partnership distributed or to be distributed to the Partners in kind in accordance with this Agreement.

Notwithstanding the foregoing, the General Partner, in respect of its ownership of Units, shall not be subject to the restrictions that otherwise apply to Limited Partners.

2.11Power of Attorney

Each Limited Partner hereby irrevocably nominates, constitutes and appoints the General Partner, with full power of substitution, as the Limited Partner’s agent and true and lawful

9

attorney to act on the Limited Partner’s behalf with full power and authority in the Limited Partner’s name, place and stead to execute and record or file as and where required:

(a)this Agreement, any amendment to this Agreement and any other instruments or documents required to continue and keep in good standing the Partnership as a limited partnership under the Act, or otherwise to comply with the laws of any jurisdiction in which the Partnership may carry on business or own or lease property in order to maintain the limited liability of the Limited Partners and to comply with the applicable laws of such jurisdiction (including such amendments to the Declaration or the Record as may be necessary to reflect the admission to the Partnership of subscribers for or transferees of Units as contemplated by this Agreement);

(b)all instruments and any amendments to the Declaration necessary to reflect any amendment to this Agreement;

(c)any instrument required in connection with the dissolution and termination of the Partnership in accordance with the provisions of this Agreement, including any elections, determinations or designations under the Tax Act and under any similar legislation;

(d)the documents necessary to be filed with the appropriate governmental body or authority in connection with the business, property, assets and undertaking of the Partnership;

(e)such documents as may be necessary to give effect to the business of the Partnership as described in Section 2.3;

(f)the documents on the Limited Partner’s behalf and in the Limited Partner’s name as may be necessary to give effect to the sale or assignment of a Unit (including a sale of Units pursuant to Section 2.9 or Section 4.7) or to give effect to the admission of a subscriber or transferee of Units to the Partnership;

(g)any election, determination, designation, information return or similar document or instrument as may be required at any time under the Tax Act, Excise Tax Act (Canada), Retail Sales Tax Act (Ontario), and Land Transfer Tax Act (Ontario) or under any other taxation legislation or laws of like import of Canada or of any province, territory or jurisdiction which relates to the affairs of the Partnership or the interest of any Person in the Partnership; and

(h)all other instruments and documents on the Limited Partner’s behalf and in the Limited Partner’s name or in the name of the Partnership as may be deemed necessary by the General Partner to carry out fully this Agreement in accordance with its terms.

To evidence the foregoing, each Subscription Form shall contain a Power of Attorney and Declaration incorporating by reference, ratifying and confirming some or all of the powers set forth above.

10

The power of attorney granted herein is irrevocable, is a power coupled with an interest, shall survive the death or disability of a Limited Partner and shall survive the transfer or assignment by the Limited Partner, to the extent of the obligations of a Limited Partner hereunder, of the whole or any part of the interest of the Limited Partner in the Partnership, extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Limited Partner, and may be exercised by the General Partner on behalf of each Limited Partner in executing any instrument by listing or referring to all the Limited Partners and executing such instrument with a single signature or single signature by facsimile as attorney and agent for all of them. Each Limited Partner agrees to be bound by any representations or actions made or taken by the General Partner pursuant to this power of attorney and hereby waives any and all defences which may be available to contest, negate or disaffirm the action of the General Partner taken in good faith under this power of attorney. In accordance with the Powers of Attorney Act (Ontario), the Powers of Attorney Act (Alberta) and the Power of Attorney Act (British Columbia), each Limited Partner declares that these powers of attorney may be exercised during any legal incapacity or mental infirmity on the Limited Partner’s part. The General Partner may require, in connection with the subscription for, or any transfer of, Units, that the Subscription Form or other instrument, if any, be accompanied by the explanatory notes set out in the Powers of Attorney Act (Ontario) and a certificate of legal advice signed by a lawyer who is not the attorney or the attorney’s spouse.

This power of attorney shall continue in respect of the General Partner so long as it is the general partner of the Partnership, and shall terminate thereafter, but shall continue in respect of a new general partner as if the new general partner were the original attorney.

A transferee of a Unit shall, upon becoming a Limited Partner, be conclusively deemed to have acknowledged and agreed to be bound by the provisions of this Agreement as a Limited Partner and shall be conclusively deemed to have provided the General Partner with the power of attorney described in this Section 2.11.

2.12Limited Liability of Limited Partners

Subject to the provisions of the Act and of similar legislation in other jurisdictions, the liability of each Limited Partner for the debts, liabilities and obligations of the Partnership shall be limited to the Limited Partner’s Capital Contribution, plus the Limited Partner’s pro rata share of any undistributed income of the Partnership. Where Limited Partners have received the return of all or part of their Capital Contribution or where the Partnership is dissolved, the Limited Partners shall be liable to the Partnership’s creditors for any amount, not in excess of the amount returned with interest, necessary to discharge the liabilities of the Partnership to all creditors who extended credit or whose claims otherwise arose before the return of the Capital Contribution. Following payment of a Capital Contribution with interest, a Limited Partner shall not be liable for any further claims or assessments or be required to make further contributions to the Partnership.

2.13Indemnity of Limited Partners

The General Partner will indemnify and hold harmless each Limited Partner (including former Limited Partners) for all costs, expenses, damages or liabilities suffered or incurred by the

11

Limited Partner if the limited liability of such Limited Partner is lost for or by reason of the negligence of the General Partner in performing its duties and obligations hereunder.

2.14Compliance with Laws

Each Limited Partner will, on the request of the General Partner from time to time, immediately execute any documents considered by the General Partner to be necessary to comply with any applicable law or regulation of any jurisdiction, for the continuation, operation or good standing of the Partnership.

2.15Other Activities of General Partner

Affiliates of the General Partner (including Atlantic Power) may engage in businesses, ventures, investments and activities which may be similar to or competitive with those in which the Partnership is or might be engaged and neither the General Partner nor any such Affiliate shall be required to offer or make available to the Partnership any other business or investment opportunity which any such Affiliate may acquire or be engaged in for its own account.

2.16General Partner May Hold Units

The General Partner may subscribe for and acquire Units or purchase Units by private contract or in the market and shall be shown on the Record as a Limited Partner in respect of the number of Units held by the General Partner from time to time.

2.17General Partner as a Limited Partner

If the General Partner holds any Units, it shall be deemed in its capacity as the holder of such Units to be a Limited Partner with the same rights and powers and subject to the same restrictions as each other Limited Partner.

ARTICLE 3

UNITS

3.1Authorized Units

The Partnership is authorized to issue an unlimited number of Units and an unlimited number of subscription receipts exchangeable into Units.

3.2Unit Offering(s)

The General Partner may, in its discretion, cause the Partnership to issue additional Units on such terms and conditions of the offering and sale of Units as the General Partner, in its discretion, may determine, from time to time hereafter and may do all things in that regard including preparing and filing prospectuses, offering memoranda and other documents, paying the expenses of issue and entering into agreements with any Person providing for a commission or fee.

12

3.3Subscription for Units

No subscription may be made or shall be accepted for a fraction of a Unit. In connection with an offering under a prospectus, each subscribing Person shall complete and execute the applicable Subscription Form (including the Power of Attorney and Declaration attached thereto) setting forth, among other things, the total subscription price for the Units subscribed for, which subscription price shall be such Person’s agreed upon Capital Contribution.

The subscription price for any issuance of Units will be determined by the General Partner, acting alone or in consultation with other Persons (who may include Atlantic Power).

3.4Acceptance of Subscription Form by General Partner

The General Partner shall have the right, in its sole discretion, to refuse to accept a Subscription Form. The General Partner shall reject Subscription Forms submitted by a subscriber who is, or who acts on behalf of a Person who will have a beneficial interest in the Units being subscribed for who is, in either case, a “non-resident” of Canada for purposes of the Tax Act or a partnership which is not a “Canadian partnership” under the Tax Act, and the General Partner may require subscribers to provide evidence reasonably satisfactory to it that such subscribers, or Persons who will have a beneficial interest in Units being subscribed for, are not within such categories. If, for any reason, a Subscription Form is not accepted, the General Partner shall forthwith redeliver to the subscriber the Subscription Form and any subscription monies or cheques representing subscription monies for such Units without interest or deduction.

3.5Admittance as Limited Partner

Upon acceptance by the General Partner of any Subscription Form, all Partners will be deemed to consent to the admission of the subscriber as a Limited Partner, the General Partner will execute this Agreement on behalf of the subscriber and will cause the Record to be amended, and such other documents as may be required by the Act or under legislation similar to the Act in other provinces or the territories to be filed or amended, specifying the prescribed information and will cause the foregoing information in respect of the new Limited Partner to be Included in the Partnership’s books and records.

3.6Payment of Expenses

The Partnership will pay, to the extent contemplated by any prospectus or other offering document, all costs, disbursements and other fees and expenses incurred in connection with the offering of Units pursuant to such prospectus or other offering document, the organization of the Partnership and the registration of the Partnership under the Act and under similar legislation of other jurisdictions. Such costs may include underwriting or agency fees.

3.7Effective Date

The rights and obligations of a subscriber for, or a transferee of, Units, as a Limited Partner or substituted Limited Partner, respectively, under this Agreement, commence and are enforceable by and upon the Limited Partner as between the Limited Partner and the other Partners from and after the earlier of the date on which the Record has been amended to reflect

13

such subscription or transfer and the effective date on which the General Partner in its sole discretion recognizes such subscriber or transferee as a Limited Partner.

3.8Record of Limited Partners

The General Partner shall maintain at the Partnership’s principal office the Record setting out such information as is prescribed under the Act.

3.9Changes in Membership of Partnership

No change of name or address of a Limited Partner, no transfer of a Unit and no admission of a substituted Limited Partner in the Partnership shall be effective for the purposes of this Agreement until all reasonable requirements as determined by the General Partner with respect thereto have been met, including the requirements set out in this Article, and until such change, transfer, substitution or addition is duly reflected in an amendment to the Record as may be required by the Act. The names and addresses of the Limited Partners as reflected from time to time in the Record, as from time to time amended, shall be conclusive as to such facts for all purposes of the Partnership. Notwithstanding the foregoing or anything to the contrary herein, the transfer(s) of Units and admission of Atlantic Power as a substituted Limited Partner in the Partnership pursuant to the Plan of Arrangement shall be effective and binding for all purposes of this Agreement, whether or not such change, transfer(s), substitution or addition has been reflected in an amendment to the Record.

3.10Notice of Change

No name or address of a Limited Partner shall be changed and no transfer of a Unit or substitution or addition of a Limited Partner in the Partnership shall be recorded on the Record except pursuant to a notice in writing received by the General Partner.

3.11Inspection of Record

A Limited Partner, or an agent of a Limited Partner duly authorized in writing, has the right to inspect and make copies from the Record during normal business hours.

3.12Transfer of Units

Subject to the provisions of this Section 3.12 and Sections 2.7(b), 3.9, 3.10, 3.14, 3.15, 3.16 and 3.17 and compliance with applicable securities laws and the payment by the transferee of an administration fee, if any, of up to $100, Units may be transferred by a Limited Partner or the Limited Partner’s agent duly authorized in writing to any Person.

The General Partner has the right to deny the transfer of Units in respect of which there has been default in payment of the subscription price until all amounts required to be paid on account of the subscription price, including any interest thereon, have been paid in full. The General Partner will deny the transfer of the Units to a Person who is a “non-resident” within the meaning of the Tax Act or a partnership that is not a “Canadian partnership” under the Tax Act. Subject to Section 3.15, no transferee will become a Limited Partner until all filings and recordings required by the Act and this Agreement have been duly made. Where the transferee

14

complies with the provisions aforesaid and is entitled to become a Limited Partner pursuant to the provisions hereof, subject to Section 3.9, the General Partner shall be authorized to admit the transferee to the Partnership as a Limited Partner and the Limited Partners hereby consent to the admission of, and will admit, the transferee to the Partnership as a Limited Partner, without further act of the Limited Partners (other than as may be required by law). Notwithstanding the foregoing or anything to the contrary herein, Atlantic Power will become a Limited Partner at the time of the transfer of Units to Atlantic Power pursuant to the Plan of Arrangement.

3.13Documentation on Transfer

If a transferor of Units is a firm or a corporation, or purports to assign such Units in any representative capacity, or if an assignment results from the death, mental incapacity or bankruptcy of a Limited Partner or is otherwise involuntary, the transferor or the transferor’s legal representative shall furnish to the General Partner such documents, certificates, assurances, court orders and other instruments as the General Partner may reasonably require to record the said transfer and assignment on the Record.

3.14Amendment of Record

The General Partner, on behalf of the Partnership, shall from time to time and, in any event, as at the end of each calendar month, amend the Record and such other documents and promptly effect filings, recordings and registrations at such places as in the opinion of counsel to the Partnership are necessary or advisable to reflect changes in the membership of the Partnership, transfers of Units and dissolution of the Partnership as herein provided and to constitute a transferee as a Limited Partner.

3.15Non-Recognition of Trusts or Beneficial Interests

Except as provided herein, as required by law or as recognized by the General Partner in its sole discretion, no Person will be recognized by the Partnership as holding any Unit in trust, or on behalf of another Person with the beneficial interest therein, and the Partnership and Limited Partners will not be bound or compelled in any way to recognize (even when having actual notice) any equitable, contingent, future or partial interest in any Unit or in any fractional part of a Unit or any other rights in respect of any Unit except an absolute right to the entirety of the Unit in the Limited Partner shown on the Record as holder of such Unit.

3.16Incapacity, Death, Insolvency or Bankruptcy

Where a Person becomes entitled to Units on the incapacity, death, insolvency, or bankruptcy of a Limited Partner, or otherwise by operation of law, in addition to the requirements of Sections 2.7(b), 3.9, 3.10, 3.12, 3.13 and 3.14 such entitlement will not be recognized or entered into the Record until such Person:

(a)has produced evidence satisfactory to the General Partner of such entitlement;

(b)has agreed in writing to be bound by the terms of this Agreement and to assume the obligations of a Limited Partner under this Agreement; and

15

(c)has delivered such other evidence, approvals and consents in respect to such entitlement as the General Partner may require and as may be required by law or by this Agreement.

3.17No Transfer upon Dissolution

No transfer of Units may be made or will be recognized or entered into or recorded in the Record more than 15 days after the sending of a notice of dissolution under Section 11.3(d).

3.18Unit Certificates

Every Unit Certificate must be signed by at least one officer or director of the General Partner.

3.19Securities Transfer Act

Pursuant to the provisions of the Securities Transfer Act 2006 (Ontario) and comparable legislation in effect in any other Canadian province or territory (collectively, the “STA”), each Unit now outstanding, or hereafter issued by the Partnership shall for all purposes be a “security” within the meaning of the STA and the provisions of the STA shall apply to such Units without exception.

ARTICLE 4

CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.1Capital

The capital of the Partnership consists of the aggregate of all sums of money or other property contributed by the Partners and not returned to them.

4.2General Partner Contribution

The General Partner is not required to make a contribution to the capital of the Partnership, provided that the General Partner shall be required to own at least one Unit.

4.3Limited Partner Contributions

The Capital Contribution of each Limited Partner is the subscription price for Units paid by the Limited Partner.

4.4Separate Capital Accounts

The General Partner will maintain a separate capital account for each Partner and will, on receipt of an amount in respect of a Capital Contribution, credit the account of the applicable Partner with such Capital Contribution and will debit the account with the amount of any Capital Contribution actually returned from time to time by the Partnership to the Partner.

The interest of a Partner will not terminate by reason of there being a negative or nil balance in the Partner’s capital account. No Limited Partner shall be responsible for any losses of

16

any other Limited Partner, nor share in the allocation of any cash distribution, income or loss attributable to the Units of any other Limited Partner.

4.5No Interest on Capital Account

The Partnership will not pay interest on any credit balance of the capital account of a Partner. Except as provided in this Agreement or the Act or similar applicable legislation in Canada, no Limited Partner is required to pay interest to the Partnership on any Capital Contribution returned to the Limited Partner or on any negative balance in the Limited Partner’s capital account.

4.6Unpaid Capital Amounts

If any portion of the Capital Contribution for a Unit or Units is unpaid when due and owing, the General Partner will give 15 days’ notice or such other notice as required by applicable law to the holder of such Unit or Units to pay such amount as remains unpaid on account of the Capital Contribution and if such amount is not paid within such notice period, the unpaid portion of the Capital Contribution of such Unit or Units and of every other Unit held by such holder will be immediately due and owing and the General Partner may commence foreclosure proceedings in compliance with applicable laws in respect of all such Units or the General Partner may sell such Units in accordance with this Article 4 and applicable laws. Notwithstanding Article 11 hereof, notice given under this Section 4.6 shall be given by registered mail and shall be deemed to be received and shall be effective on the third business day following deposit of such notice in the mail.

4.7Sale of Units in Default

Subject to compliance with applicable laws, the General Partner may, on behalf of the Partnership, sell on such terms and conditions as the General Partner deems appropriate, any Unit in respect of which payment is in default and in respect of which 15 days have elapsed since such payment was first due and apply the proceeds of sale:

(a)first, toward the costs of sale (including commissions, if any);

(b)second, toward payment of interest on the unpaid portion of the Capital Contribution; and

(c)third, toward payment of the unpaid portion of the Capital Contribution.

Any surplus will be payable to the former holder of such Units.

4.8Failure to Give Notice

Any failure to give, or delay in giving, notice of default to a Limited Partner will not affect the liability of such Limited Partner for payment of the Capital Contribution of the Unit in default or for payment of the Capital Contribution for any other Unit.

17

4.9Restriction on Transfer

If a Limited Partner is in default in payment of the Capital Contribution, the Unit in respect of which payment is in default and any other Unit held by such Limited Partner may not thereafter be transferred (except pursuant to Sections 4.6 and 4.7) until the portion of the Capital Contribution which is due and owing and any interest accrued in respect of that Unit has been paid in full.

4.10Interest on Amounts in Default

A Limited Partner liable for a portion of the Capital Contribution for Units which is not paid when due and owing is liable, in addition, to pay interest on so much of the Capital Contribution as from time to time remains unpaid, accruing from the due date to the date of payment at an annual rate of interest equal to the rate announced from time to time by a Canadian chartered bank selected by the General Partner as its reference rate for determining the interest rates charged by it on Canadian dollar commercial loans to its most creditworthy customers prevailing from time to time while the Capital Contribution is unpaid, plus 6%, calculated and compounded monthly. All payments on account of a Capital Contribution which is due and owing or interest thereon, however directed, will be applied first towards the cost of the General Partner in collecting such amounts or selling the Units, secondly towards interest and thirdly towards satisfaction of the unpaid portion of the Capital Contribution.

4.11Set-Off

The Partnership may set-off against and withhold from any amount that would otherwise be distributed to a Partner, any amount that may be due and owing to the Partnership on account of any unpaid portion of the Capital Contribution of such Partner and interest accrued thereon.

4.12Liability for Deficiency

The sale of a Unit pursuant to Section 4.7 and the application of the proceeds as therein provided will not, if a deficiency remains after the sale, extinguish the liability of the former holder of such Unit for any amount that may remain unsatisfied or for the interest which will continue to accrue thereon.

ARTICLE 5

PARTICIPATION IN PROFITS AND LOSSES

5.1Allocation of Amounts

The income for tax purposes of the Partnership for a given Fiscal Year of the Partnership will be allocated to each Limited Partner in an amount calculated by multiplying such income by a fraction, the numerator of which is the sum of the cash distributions received by such Limited Partner with respect to such Fiscal Year and the denominator of which is the aggregate amount of the cash distributions made by the Partnership with respect to such Fiscal Year.

If, with respect to a given Fiscal Year no cash distribution is made by the Partnership to its Partners or the Partnership has a loss for tax purposes, one twelfth of the income, or loss, as

18

the case may be, for the Fiscal Year for tax purposes of the Partnership for such Fiscal Year will be allocated to the Partners of record as at the end of each calendar month ending in such Fiscal Year, in the proportion that the number of Units held at each such date by a Limited Partner is of the total number of Units issued and outstanding at each such date.

The amount of income or loss allocated to a Limited Partner may exceed or be less than the amount of cash distributed to such Limited Partner.

Any other amounts allocable for purposes of the Tax Act will be allocated to each Partner of record as at the end of each calendar month in the proportion that the number of Units held by a Partner is of the total number of Units issued and outstanding at such date.

Notwithstanding the foregoing, no amount of income or loss of the Partnership for any Fiscal Year that commences prior to the completion of the Plan of Arrangement shall be allocated to Atlantic Power and, for greater certainty, the allocations to be made under this section 5.1 shall be made without reference to any cash distribution made to Atlantic Power in connection with the Plan of Arrangement.

5.2Distributions

The cash flow of the Partnership shall be distributed or paid at such times as the General Partner may determine in proportion to the number of Units held by the Partners as indicated in the Record, unless otherwise determined by the General Partner in its sole discretion.

5.3Repayments

If, as determined by the General Partner, it appears that any Partner has received an amount under this Article 5 which is in excess of that Partner’s entitlement, the Partner will, forthwith upon notice from the General Partner, reimburse the Partnership to the extent of the excess, and failing immediate reimbursement, the General Partner may withhold the amount of the excess (with interest at the rate referred to in Section 4.10 from time to time calculated and compounded monthly) from further distributions otherwise due the Partner.

ARTICLE 6

REIMBURSEMENT OF EXPENSES

6.1Expenses of the Partnership

The Partnership will reimburse the General Partner for all direct costs and expenses incurred on the Partnership’s behalf by the General Partner in the performance of its duties hereunder (which costs and expenses shall be the Partnership’s responsibility). For greater certainty, such costs and expenses for which the General Partner is to be reimbursed include the Partnership’s direct general and administrative expenses, including legal and audit fees, stock exchange listings fees, Limited Partner information costs, consulting and advisory fees incurred in connection with the Partnership’s business or the evaluation of investment opportunities by the Partnership, expenses associated with the issuance of Units and costs incurred by the independent directors of the General Partner in evaluating matters relating to the Partnership, including any director’s fees or incidental travel expenses paid to such independent directors.

19

ARTICLE 7

POWERS, DUTIES AND OBLIGATIONS OF GENERAL PARTNER

7.1Powers, Duties and Obligations

(a)The General Partner has:

(i)unlimited liability for the debts, liabilities and obligations of the Partnership;

(ii)subject to the terms of this Agreement, the Management and Operations Agreement and to any applicable limitations set forth in the Act and applicable similar legislation, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of the Partnership; and

(iii)subject to the terms of the Management and Operations Agreement, the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the business of the Partnership.

An action taken by the General Partner on behalf of the Partnership is deemed to be the act of the Partnership and binds the Partnership.

(b)Notwithstanding any other agreement the Partnership or the General Partner may enter into, all material transactions or agreements entered into by the Partnership must be approved by the board of directors of the General Partner.

7.2Specific Powers and Duties

Without limiting the generality of Section 7.1 and subject to the terms of the Management and Operations Agreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to:

(a)negotiate, execute and perform all agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and such agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favourable to the Partnership);

(b)open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner hereunder;

20

(c)borrow funds in the name of the Partnership from time to time, from the General Partner or its Affiliates or from financial institutions as the General Partner may determine without limitation with regard to amount, cost or conditions of reimbursement of such loan;

(d)mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership now owned or hereafter acquired, to secure any present and future borrowings and related expenses of the Partnership and to sell all or any of such property pursuant to a foreclosure or other realization upon the foregoing encumbrances;

(e)establish cash reserves that are determined to be necessary or appropriate for the proper management and operation of the Partnership and the Power Plants, including, but not limited to, cash reserves for future capital or maintenance expenditures, to stabilize distributions of cash, to reduce debt or as necessary to comply with the terms of any agreement or obligation of the Partnership;

(f)see to the sound management of the Partnership, and to manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto;

(g)acquire securities of entities engaged primarily in businesses which are permitted businesses for the Partnership as provided in Section 2.3;

(h)maintain, improve or change the Power Plant Assets and any other assets from time to time of the Partnership;

(i)incur all costs and expenses in connection with the Partnership;

(j)employ, retain, engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner may be necessary or advisable in the carrying on of the business of the Partnership;

(k)engage agents, including Atlantic Power or any Affiliate or Associate of Atlantic Power, to assist the General Partner in carrying out its management obligations to the Partnership or subcontract administrative functions to Atlantic Power or any Affiliate or Associate of Atlantic Power;

(l)invest cash assets of the Partnership that are not immediately required for the business of the Partnership in investments which the General Partner considers appropriate;

(m)act as attorney in fact or agent of the Partnership in disbursing and collecting monies for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;

21

(n)commence or defend any action or proceeding in connection with the Partnership;

(o)file returns or other documents required by any governmental or like authority;

(p)retain legal counsel, experts, advisors or consultants as the General Partner considers appropriate and rely upon the advice of such Persons;

(q)do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;

(r)execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership;

(s)obtain any insurance coverage;

(t)acquire or, subject to Section 9.17(c), dispose of assets of the Partnership; and

(u)generally carry out the objects, purposes and business of the Partnership.

No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner shall insert, and cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound:

“Capital Power Income L.P. a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that it has contributed or agreed to contribute to its capital and its pro rata share of any undistributed income.”

7.3          Loans from General Partner and Atlantic Power

The General Partner, Atlantic Power and their respective Affiliates or Associates may advance or loan to the Partnership funds which, in the sole discretion of the General Partner, may be necessary or desirable for use by the Partnership.

7.4          Title to Property

The General Partner may hold legal title to any of the assets or property of the Partnership in its name for the benefit of the Partnership.

7.5          Exercise of Duties

Except as provided herein, the General Partner covenants that it will exercise the powers and discharge its duties under this Agreement honestly, in good faith, and in the best interests of the Partnership, and that it will exercise the degree of care, diligence and skill that a reasonably prudent Person would exercise in comparable circumstances. Furthermore, the General Partner

22

covenants that it will maintain the confidentiality of financial and other information and data which it may obtain through or on behalf of the Partnership, the disclosure of which may adversely affect the interests of the Partnership or a Limited Partner, except to the extent that disclosure is permitted as provided herein, is required by law or is in the best interests of the Partnership

7.6          Limitation of Liability

The General Partner is not personally liable for the return of any Capital Contribution made by a Limited Partner to the Partnership. Moreover, notwithstanding anything else contained in this Agreement, but subject to Sections 2.13 and 7.11, neither the General Partner nor any Affiliates thereof nor their respective officers, directors, shareholders, employees or agents are liable, responsible for or accountable in damages or otherwise to the Partnership or a Limited Partner for an action taken or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law provided the General Partner has acted in good faith, in a manner which the General Partner believed to be in, or not opposed to, the best interests of the Partnership.

7.7          Indemnity of General Partner

(a)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each General Partner, any former General Partner (a “Departing Partner”), any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any such Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any such Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, a Departing Partner or any of their Affiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person; provided, that in each case the Indemnitee acted honestly and in good faith with a view to the best interests of the Partnership and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; provided further, that no indemnification pursuant to this Section 7.7 shall be available to the General Partner, EPCOR Utilities Inc. or TransCanada Pipelines Limited with respect to their respective obligations incurred pursuant to any underwriting agreement (other than

23

obligations incurred by the General Partner on behalf of the Partnership). The termination of any action, suit or proceeding by judgment, order, settlement or conviction shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership.

(b)To the fullest extent permitted by law, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.7.

(c)The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, a Departing Partner or an Affiliate thereof; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or an Affiliate thereof; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and shall continue as to an Indemnitee who has ceased to serve in such capacity and as to actions in any other capacity.

(d)The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify such Person against such liabilities under the provisions of this Agreement.

7.8          Liability of Indemnitees

(a)Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership or the Limited Partners for losses sustained or liabilities incurred as a result of any act or omission if such Indemnitee acted in good faith, in a manner which the Indemnitee believed to be in, or not opposed to, the best interests of the Partnership.

(b)The General Partner may exercise any of the powers or authority granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents (as contemplated in Section 7.2(k)), and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

24

7.9          Resolution of Conflicts of Interest

Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, or any Limited Partner on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Limited Partners, and shall not constitute a breach of this Agreement, or of any standard of care or duty stated or implied by law if the resolution or course of action is fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider: (i) the relative interests of all parties involved in such conflict or affected by such action; (ii) any customary or accepted industry practices; and (iii) any applicable generally accepted accounting practices or principles. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner to consider the interests of any Person other than the Partnership. In the absence of bad faith by the General Partner, the resolutions, actions or terms so made, taken or provided by the General Partner with respect to such matter shall not constitute a breach of this Agreement or a breach of any standard of care or duty imposed herein or stated or implied under the Act, any law, rule or regulation.

7.10        Other Matters Concerning the General Partner

(a)The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b)The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted in reliance upon the opinion (including, without limitation, an opinion of counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

(c)The General Partner shall have the right, in respect of any of its power, authority or obligations hereunder, to act through any of its duly authorized officers.

(d)Any standard of care or duty imposed under the Act or any applicable law shall be modified, waived or limited as required to permit the General Partner to act under this Agreement or any other agreement contemplated by this Agreement and to make any decision pursuant to the power or authority prescribed in this Agreement, so long as such action is reasonably believed by the General Partner to be in, or not opposed to, the best interests of the Partnership.

25

7.11        Indemnity of Partnership

The General Partner hereby indemnifies and holds harmless the Partnership and each Limited Partner from and against all costs, expenses, damages or liabilities suffered or incurred by the Partnership or such Limited Partners by reason of an act of wilful misconduct, gross negligence by the General Partner or of any act or omission not believed by the General Partner in good faith to be within the scope of the authority conferred on the General Partner by this Agreement.

7.12        Restrictions upon the General Partner

The General Partner’s power and authority do not extend to any powers, actions or authority not enumerated in Sections 7.1 and 7.2 unless and until the requisite Extraordinary Resolution is passed by the Partners. Further, the General Partner will not:

(a)commingle the funds of the Partnership with the funds of the General Partner or any of its Affiliates or Associates or with the funds of any other Person;

(b)dissolve the Partnership except in accordance with the provisions of Article 11 hereof;

(c)except in accordance with Section 9.17(c), effect a sale of all or substantially all of the assets of the Partnership; or

(d)withdraw as General Partner except in accordance with the provisions of Section 7.15 hereof.

7.13        Employment of an Affiliate or Associate

The General Partner may employ or retain Affiliates or Associates of the General Partner or the Limited Partners on behalf of the Partnership to provide goods or services to the Partnership provided that, if the Partnership is to reimburse the General Partner for the costs and expenses of such goods or services, the costs of such goods or services must be reasonable and competitive with the costs of similar goods and services provided by independent third parties.

7.14        Removal of General Partner

Except as provided for in Sections 7.14(a) and (b) and subject to Section 7.22, the General Partner may not be removed as general partner of the Partnership.

(a)Upon the passing of any resolution of the directors or shareholders of the General Partner requiring or relating to the bankruptcy, dissolution, liquidation or winding-up or the making of any assignment for the benefit of creditors of the General Partner, or upon the appointment of a receiver of the assets and undertaking of the General Partner, or upon the General Partner failing to maintain its status under Section 2.7(a) hereof, the General Partner shall cease to be qualified to act as general partner hereunder and shall be deemed to have been removed thereupon as the general partner of the Partnership effective upon the

26

appointment of a new general partner. A new general partner shall, in such instances, be appointed by the Limited Partners by an Ordinary Resolution after receipt of written notice of such event (which written notice shall be provided by the General Partner forthwith upon the occurrence of such event).

(b)The General Partner may also be removed: (i) if the General Partner has committed a material breach of this Agreement, which subsists for a period of 60 days after notice, and such removal is approved by Extraordinary Resolution. Any such action by the Limited Partners for removal of the General Partner under this Section 7.14(b) must also provide for the election and succession of a new general partner. Such removal shall be effective immediately following the admission of the successor general partner to the Partnership.

7.15        Voluntary Withdrawal of General Partner

Subject to Section 7.22, the General Partner may voluntarily resign as general partner to the Partnership upon written notice to the Limited Partners, which resignation will become effective upon the date prescribed by the General Partner; provided, however, where the resignation of the General Partner would result in the Partnership having no general partner, the resignation will not become effective until the earlier of:

(a)           the appointment of a successor general partner to the Partnership; and

(b)           one hundred and eighty (180) days following the notice by the General Partner;

and provided further that the General Partner will not resign if the effect would be to dissolve the Partnership. The General Partner may withdraw its resignation at any time prior to the effective date of resignation upon written notice to the Limited Partners.

7.16        Condition Precedent

As a condition precedent to the resignation or removal of the General Partner, the Partnership shall pay all amounts payable by the Partnership to the General Partner pursuant to this Agreement accrued to the date of resignation or removal subject to any claims or liabilities of the General Partner to the Partnership.

7.17        Transfer to New General Partner

On the admission of a new general partner to the Partnership on the resignation, removal or withdrawal of the General Partner, the resigning or retiring General Partner will do all things and take all steps to transfer the administration, management, control and operation of the business of the Partnership and the books, records and accounts of the Partnership to the new general partner and will execute and deliver all deeds, certificates, declarations and other documents necessary or desirable to effect such transfer in a timely fashion.

27

7.18        Transfer of Title to New General Partner

On the resignation, removal or withdrawal of the General Partner and the admission of a new general partner, the resigning or retiring General Partner will, at the cost of the Partnership, transfer title to the Partnership’s property to such new general partner and will execute and deliver all deeds, certificates, declarations and other documents necessary or desirable to effect such transfer in a timely fashion.

7.19        Release by Partnership

On the resignation, removal or withdrawal of the General Partner, the Partnership will release and hold harmless the General Partner resigning, being removed, or withdrawing from any costs, expenses, damages or liabilities suffered or incurred by the General Partner as a result of or arising out of events which occur in relation to the Partnership after such resignation, removal or withdrawal.

7.20        New General Partner

A new general partner shall not be a “non-resident” of Canada within the meaning of the Tax Act and will become a party to this Agreement by signing a counterpart hereof and will agree to be bound by all of the provisions hereof and to assume the obligations, duties and liabilities of the General Partner hereunder as from the date the new general partner becomes a party to this Agreement. The new general partner must acquire and hold, at all times while it is General Partner of the Partnership, at least one Unit.

7.21        Transfer of General Partner Interest

The General Partner may transfer all, but not less than all, of its general partner interest in the Partnership without the approval of the Limited Partners:

(a)            to an Affiliate of Atlantic Power;

(b)            in connection with the General Partner’s merger or amalgamation with or into another entity; or

(c)           to the purchaser of all or substantially all of its assets;

in all cases provided that: (i) such transferee assumes the rights and duties of the General Partner and agrees to be bound by the provisions of this Agreement; and (ii) prior written confirmation has been obtained from Ontario Electricity Financial Corporation that the Power Purchase Agreements will remain in full force and effect for the benefit of the Partnership following such transaction.

7.22        Restriction on Removal or Withdrawal of General Partner

Notwithstanding anything herein contained, the General Partner shall not be entitled to withdraw or be removed as general partner of the Partnership without the prior written confirmation from Ontario Electricity Financial Corporation that the Power Purchase

28

Agreements will remain in full force and effect for the benefit of the Partnership following the General Partner’s withdrawal or removal, as the case may be.

ARTICLE 8

FINANCIAL INFORMATION

8.1          Books and Records

The General Partner shall keep or cause to be kept at the principal office of the Partnership in Ontario appropriate books and records with respect to the Partnership’s business. Any books and records maintained by or on behalf of the Partnership in the regular course of its business, including, without limitation, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard disks, magnetic tape, or any other information storage device, provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with generally accepted accounting principles.

8.2          Reports

(a)As soon as practicable, but in no event later than 140 days after the end of each Fiscal Year, the General Partner shall cause to be mailed to each Limited Partner as indicated on the Record as of a date selected by the General Partner in its sole discretion, financial statements of the Partnership for such Fiscal Year, presented in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and adopted by the Canadian Institute of Chartered Accountants, including a balance sheet and statements of operations, Partners’ equity and distributable cash, such statements to be reported upon by the Auditor.

(b)As soon as practicable, but in no event later than 60 days after the end of each calendar quarter (except the last calendar quarter of each year), the General Partner shall cause to be mailed to each Limited Partner as indicated on the Record as of a date selected by the General Partner in its sole discretion, a report containing unaudited financial statements of the Partnership and such other information as may be required by applicable securities laws, or the rule of any stock exchange on which any of the Units are listed for trading, or as the General Partner, determines to be necessary or appropriate.

8.3          Income Tax Information

The General Partner will use reasonable efforts to send or cause to be sent to each Person who was a Limited Partner during the previous Fiscal Year, or at the date of dissolution of the Partnership, within 90 days of the end of such Fiscal Year or within 60 days of dissolution, as the case may be, or within such other shorter period of time as may be required by applicable law, all information, in suitable form, relating to the Partnership necessary for such Person to prepare such Person’s Canadian federal and provincial income tax returns. The General Partner shall file, on behalf of itself and the Limited Partners, annual Partnership information returns and any other

29

information returns required to be filed under the Tax Act and any other applicable tax legislation in respect of the Partnership.

8.4          Right to Inspect Partnership Books and Records

(a)In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 8.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon reasonable demand and at such Limited Partner’s own expense, have furnished to it:

(i)            a current list of the name and last known address of each Limited Partner;

(ii)           copies of this Agreement, the Declaration, the Record, and amendments thereto; and

(iii)          such other information regarding the affairs of the Partnership as is just and reasonable.

(b)Notwithstanding Section 8.4(a), the General Partner may keep confidential from the Limited Partners for such period of time as the General Partner deems reasonable, any information (other than information referred to in Section 8.4(a)(ii)) that the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or that the Partnership is required by law or by agreements with third parties to keep confidential. However, it is agreed that the General Partner may provide Atlantic Power with information as to permit Atlantic Power to comply with its disclosure requirements as a reporting issuer under applicable securities laws.

8.5          Accounting Policies

The General Partner is authorized to establish from time to time accounting policies with respect to the financial statements of the Partnership and to change from time to time any policy that has been so established so long as such policies are consistent with generally accepted accounting principles in Canada.

8.6          Appointment of Auditor

The General Partner will, on behalf of the Partnership, select the Auditor on behalf of the Partnership to review and report to the Partners upon the financial statements of the Partnership for and as at the end of each Fiscal Year, and to advise upon and make determinations with regard to financial questions relating to the Partnership or required by this Agreement to be determined by the Auditor.

30

ARTICLE 9

MEETINGS OF THE LIMITED PARTNERS

9.1          Requisitions of Meetings

The General Partner may call a general meeting of Limited Partners at such time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set forth in the notice of meeting. In addition, where any one or more Limited Partners holding not less than 10% of the outstanding Units (the “Requisitioning Partners”) give notice signed by it or each of them to the General Partner, requesting a meeting of the Limited Partners, the General Partner shall, within 60 days of receipt of such notice, convene such meeting, and if it fails to do so, any Requisitioning Partner may convene such meeting by giving notice in accordance with this Agreement. Every meeting of Limited Partners, however convened, will be conducted in accordance with this Agreement.

9.2           Place of Meeting

Every meeting of Limited Partners shall be held in the City of Toronto, Ontario or at such other place in Canada as the General Partner (or Requisitioning Partners, if the General Partner fails to call such meeting in accordance with Section 9.1) may designate.

9.3          Notice of Meeting

Notice of any meeting of Limited Partners will be given to each Limited Partner not less than 21 days (but not more than 60 days) prior to such meeting, and will state:

(a)the time, date and place of such meeting; and

(b)in general terms, the nature of the business to be transacted at the meeting in sufficient detail to permit a Limited Partner to make a reasoned decision thereon.

Notice of an adjourned meeting of Limited Partners need not be given if the adjourned meeting is held within 14 days of the original meeting. Otherwise, but subject to Section 9.13, notice of adjourned meetings shall be given not less than 10 days in advance of the adjourned meeting and otherwise in accordance with this Section 9.3, except that the notice need not specify the nature of the business to be transacted if unchanged from the original meeting.

9.4          Record Dates

For the purpose of determining the Limited Partners who are entitled to vote or act at any meeting of Limited Partners or any adjournment thereof, or for the purpose of any other action, the General Partner may give a date not more than 60 days prior to the date of any meeting of Limited Partners or other action as a record date for the determination of Limited Partners entitled to vote at such meeting or any adjournment thereof or to be treated as Limited Partners of record for purposes of such other action, and any Limited Partner who was a Limited Partner at the time so fixed shall be entitled to vote at such meeting or any adjournment thereof even though it has since that date disposed of its Units, and no Limited Partner becoming such after that date shall be a Limited Partner of record for purposes of such action. A Person shall be a

31

Limited Partner of record at the relevant time if the Person’s name appears in the Record as amended and supplemented at such time.

9.5          Information Circular

If proxies are solicited from Limited Partners in connection with a meeting of Partners, the Person or Persons soliciting such proxies shall prepare an information circular which shall contain, to the extent that it is relevant and applicable, the information prescribed for information circulars by the Securities Act (Ontario).

9.6          Proxies

Any Limited Partner entitled to vote at a meeting of Limited Partners may vote by proxy if a form of proxy has been received by the General Partner or the chairman of the meeting for verification prior to the commencement of the meeting.

9.7          Validity of Proxies

A proxy purporting to be executed by or on behalf of a Limited Partner will be considered to be valid unless challenged at the time of or prior to its exercise. The Person challenging the proxy will have the burden of proving to the satisfaction of the chairman of the meeting that the proxy is invalid and any decision of the chairman concerning the validity of a proxy will be final. Proxies shall be valid only at the meeting with respect to which they were solicited, or any adjournment thereof, but in any event shall cease to be valid one year from their date. A proxy given on behalf of joint holders must be executed by all of them and may be revoked by any of them, and if more than one of several joint holders is present at a meeting and they do not agree which of them is to exercise any vote to which they are jointly entitled, they will for the purposes of voting be deemed not to be present. A proxyholder need not be a holder of a Unit.

9.8           Form of Proxy

Every proxy will be substantially in the form as may be approved by the General Partner or as may be satisfactory to the chairman of the meeting at which it is sought to be exercised.

9.9           Revocation of Proxy

A vote cast in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death, incapacity, insolvency or bankruptcy of the Limited Partner giving the proxy or the revocation of the proxy unless written notice of such death, incapacity, insolvency, bankruptcy or revocation shall have been received by the chairman of the meeting prior to the commencement of the meeting.

9.10        Corporations

A Limited Partner which is a corporation may appoint an officer, director or other authorized person as its representative to attend, vote and act on its behalf at a meeting of Limited Partners.

32

9.11        Attendance of Others

Any officer or director of the General Partner, legal counsel for the General Partner and the Partnership and representatives of the Auditor will be entitled to attend any meeting of Limited Partners.

9.12        Chairman

The General Partner may nominate a Person, including, without limitation, an officer or director of the General Partner (who need not be a Limited Partner), to be chairman of a meeting of Limited Partners and the person nominated by the General Partner will be chairman of such meeting unless the Limited Partners elect another chairman by Extraordinary Resolution.

9.13        Quorum

A quorum at any meeting of Limited Partners will consist of one or more Limited Partners present in person or by proxy holding at least 10% of the outstanding Units. If, within half an hour after the time fixed for the holding of such meeting, a quorum for the meeting is not present, the meeting:

(a)if called by or on the requisition of Limited Partners, will be terminated; and

(b)if called by the General Partner, will be held at the same time and place on the day which is 14 days later (or if that date is not a business day, the first business day after that date). The General Partner will give three days’ notice to all Limited Partners of the date of the reconvening of the adjourned meeting and at such meeting the quorum will consist of the Limited Partners then present in person or represented by proxy.

9.14        Voting

Every question submitted to a meeting of Limited Partners:

(a)which requires an Extraordinary Resolution under this Agreement or a decision under Section 7.14(b)(i) will be decided by a poll; and

(b)which does not require an Extraordinary Resolution (and is not a decision under Section 7.14(b)(i)) will be decided by an Ordinary Resolution on a show of hands unless otherwise required by this Agreement or a poll is demanded by a Limited Partner, in which case a poll will be taken;

and in the case of an equality of votes, the chairman will not have a casting vote and the resolution will be deemed to be defeated. The chairman will be entitled to vote in respect of any Units held by him or her or for which he or she may be a proxyholder. On any vote at a meeting of Limited Partners, a declaration of the chairman concerning the result of the vote will be conclusive.

33

On a poll, each Person present at the meeting will have one vote for each Unit in respect of which the Person is shown on the Record as a Limited Partner at the record date and for each Unit in respect of which the Person is the proxyholder. Each Limited Partner present at the meeting and entitled to vote thereat will have one vote on a show of hands. If Units are held jointly by two or more persons and only one of them is present or represented by proxy at a meeting of Limited Partner, such Limited Partner may, in the absence of the other or others, vote with respect thereto, but if more than one of them is present or represented by proxy, they shall vote together on the whole Units held jointly.

The General Partner, as such, shall not be entitled to vote on any poll or on a show of hands at any meeting of Limited Partners. Amy Limited Partner who is in default of payment of the subscription price for its Units shall not be entitled to vote in respect of any of its Units.

9.15        Poll

A poll requested or required will be taken at the meeting of Limited Partners or an adjournment of the meeting in such manner as the chairman directs.

9.16        Powers of Limited Partners; Resolutions Binding

The Limited Partners shall have only the powers set forth in this Agreement and any additional powers provided by law. Subject to the foregoing sentence, any resolution passed in accordance with this Agreement will be binding on all the Partners and their respective heirs, executors, administrators, successors and assigns, whether or not any such Partner was present in person or voted against any resolution so passed.

9.17        Powers Exercisable by Extraordinary Resolution

The following powers shall only be exercisable by Extraordinary Resolution passed by the Limited Partners:

(a)dissolving the Partnership, except as otherwise provided for under Sections 11.1(b), (c) and (d);

(b)removing the General Partner and electing a new general partner as provided for under Sections 7.15(a)(ii) and (b);

(c)the sale, exchange or other disposition of all or substantially all of the property of the Partnership in a single transaction or a series of related transactions;

(d)waiving any default on the part of the General Partner on such terms as the Limited Partners may determine;

(e)amending, modifying, altering or repealing any Extraordinary Resolution previously passed by the Limited Partners;

(f)amending this Agreement pursuant to Section 12.1;

34

(g)requiring the General Partner on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner; and

(h)electing the chairman of a meeting of Limited Partners as provided in Section 9.12.

9.18        Conditions to Action by Limited Partners

The right of the Limited Partners to vote to amend this Agreement, to dissolve the Partnership or to remove the General Partner and to admit a replacement therefor or to exercise any of the powers set forth in Section 9.17 or to approve or initiate the taking of, or take, any other action at any meeting of Limited Partners shall not come into existence or be effective in any manner unless and until, prior to the exercise of any such right or the taking of any such action, the Partnership has received an opinion of counsel advising the Limited Partners as to the effect that the exercise of such rights or the taking of such actions may have on the limited liability of any Limited Partners other than those Limited Partners who have initiated such action, each of whom expressly acknowledges that the exercise of such right or the taking of such action may subject each of such Limited Partners to liability as a general partner under the Act or applicable similar legislation.

9.19        Minutes

The General Partner will cause minutes to be kept of all proceedings and resolutions at every meeting and will cause all such minutes and all resolutions of the Limited Partners consented to in writing to be made and entered into books to be kept for that purpose. Any minutes of a meeting signed by the chairman of the meeting will be deemed evidence of the matters stated in them and such meeting will be deemed to have been duly convened and held and all resolutions and proceedings shown in them will be deemed to have been duly passed and taken.

9.20        Additional Rules and Procedures

To the extent that the rules and procedures for the conduct of a meeting of the Limited Partners are not prescribed in this Agreement, the rules and procedures will be determined by the General Partner.

ARTICLE 10

NOTICES

10.1        Address

Any notice or other written communication which must be given or sent under this Agreement shall be given by first-class mail or personal delivery to the address of the General Partner and the Limited Partners as follows: in the case of the General Partner, to: 1900 — 355 Burrard Street, Vancouver, British Columbia V6C 2G8; and in the case of Limited Partners: to the postal address inscribed in the Record or any other new address following a change of address in conformity with Section 10.2.

35

10.2        Change of Address

A Limited Partner may, at any time, change its address for the purpose of service by written notice to the General Partner. The General Partner may change its address for the purpose of service by written notice to all the Limited Partners.

10.3        Accidental Failure

An accidental omission in the giving of, or failure to give, a notice required by this Agreement will not invalidate or affect in any way the legality of any meeting or other proceeding in respect of which such notice was or was intended to be given.

10.4        Disruption in Mail

In the event of any disruption, strike or interruption in the Canadian postal service after mailing and before receipt or deemed receipt of a document, it will be deemed to have been received on the sixth business day following full resumption of the Canadian postal service.

10.5        Receipt of Notice

Subject to Section 10.4, notices given by first-class mail shall be deemed to have been received on the third business day following the deposit of such notice in the mail and notices given by delivery shall be deemed to have been received on the date of their delivery.

10.6        Undelivered Notices

If the General Partner sends a notice or document to a Limited Partner in accordance with Section 10.1 and the notice or document is returned on three consecutive occasions because the Limited Partner cannot be found, the General Partner is not required to send any further notices or documents to the Limited Partner until the Limited Partner informs the General Partner in writing of the Limited Partner’s new address.

ARTICLE 11

DISSOLUTION AND LIQUIDATION

11.1        Events of Dissolution

The Partnership shall follow the procedure for dissolution established in Section 11.3 upon the occurrence of any of the following events or dates:

(a)the election of the General Partner to dissolve the Partnership, if approved by an Extraordinary Resolution;

(b)the sale, exchange or other disposition of all or substantially all of the property of the Partnership, if approved by an Extraordinary Resolution; provided, for greater certainty, that the Plan of Arrangement and the transactions contemplated thereunder and/or under the Arrangement Agreement shall not constitute a sale,

36

exchange or other disposition of all or substantially all of the property of the Partnership for purposes of this Section 11.1;

(c)the removal or resignation of the General Partner unless the General Partner is replaced as provided in Sections 7.14 or 7.15; or

(d)December 31, 2037.

11.2        No Dissolution

The Partnership shall not come to an end by reason of the death, bankruptcy, assignment of property for the benefit of creditors, insolvency, mental incompetency or other disability of any Limited Partner or upon transfer of any Units.

11.3        Procedure on Dissolution

Upon the occurrence of any of the events set forth in Section 11.1, the General Partner (or in the event of an occurrence specified in Section 11.1(c), such other Person as may be appointed by Ordinary Resolution of the Limited Partners) shall act as a receiver and liquidator of the assets of the Partnership and shall:

(a)sell or otherwise dispose of such part of the Partnership’s assets as the receiver shall consider appropriate;

(b)pay or provide for the payment of the debts and liabilities of the Partnership and liquidation expenses;

(c)if there are any assets of the Partnership remaining, distribute such remaining assets to Limited Partners who hold Units on the date of dissolution, subject to Sections 3.17 and 4.11, proportionate to the number of Units held by them; and

(d)file the notice of dissolution prescribed by the Act and satisfy all applicable formalities in such circumstances as may be prescribed by the laws of other jurisdictions where the Partnership is registered. In addition, the General Partner shall give prior notice of the dissolution of the Partnership by mailing to each Limited Partner such notice at least 21 days prior to the filing of the declaration of dissolution prescribed by the Act.

11.4        Dissolution

The Partnership shall be dissolved upon the completion of all matters set forth in Section 11.3.

11.5        No Right to Dissolve

Except as provided for in Section 11.1, no Limited Partner shall have the right to ask for the dissolution of the Partnership, the winding-up of its affairs or the distribution of its assets.

37

11.6        Agreement Continues

Notwithstanding the dissolution of the Partnership, this Agreement shall not terminate until the provisions of Section 11.3 shall have been satisfied.

ARTICLE 12

AMENDMENT

12.1        Amendment Procedures

Except as provided in Section 12.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed solely by the General Partner. If an amendment is proposed, the General Partner shall seek the approval of the Limited Partners by an Extraordinary Resolution. For greater certainty, the Partners acknowledge and agree that the amendments set out in this Agreement have been approved by an Extraordinary Resolution at the special meeting of Limited Partners held on November 1, 2011.

12.2        Amendment Requirements

Notwithstanding the provisions of Sections 12.1 and 12.3, no amendment to this Agreement may: (i) enlarge the obligations of the General Partner without its consent; (ii) restrict in any way any action by or rights of the General Partner as set forth in this Agreement without its consent; (iii) modify the amounts distributable, reimbursable or otherwise payable by the Partnership to the General Partner or any of its Affiliates without its consent; (iv) reduce the term of the Partnership as provided in Section 11.1(d); (v) give any Person the right to dissolve the Partnership, other than the General Partner’s right to dissolve the Partnership with the approval of the Limited Partners by an Extraordinary Resolution; (vi) modify the amendment provisions in this Article 12; or (vii) modify the Partnership’s capital structure as described in Section 3.1 and the definition of “Units” in this Agreement without the express prior written consent of Atlantic Power, which consent may be unreasonably withheld. Notwithstanding the foregoing or anything to the contrary herein, the General Partner hereby consents to all amendments set out in this Agreement.

12.3        Amendment by General Partner

Each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners or as expressly provided herein), without the approval of any Limited Partner may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a)a change in the name of the Partnership or the location of the principal place of business of the Partnership;

(b)admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement;

38

(c)a change that, in the sole discretion of the General Partner, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership in which the Limited Partners have limited liability under the applicable laws;

(d)a change that, in the sole discretion of the General Partner, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes in the Tax Act or other taxation laws; and

(e)a change that, in the sole discretion of the General Partner, does not materially adversely affect the Limited Partners.

ARTICLE 13

MISCELLANEOUS

13.1        Binding Agreement

Subject to the restrictions on assignment and transfer herein contained, this Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and other legal representatives, successors and assigns.

13.2        Time

Time shall be of the essence hereof.

13.3        Counterparts

This Agreement, or any amendment to it, may be executed in multiple counterparts, each of which will be deemed an original agreement. This Agreement may also be executed and adopted in any Subscription Form or similar instrument signed by a Limited Partner with the same effect as if such Limited Partner had executed a counterpart of this Agreement. All counterparts and adopting instruments shall be construed together and shall constitute one and the same agreement.

13.4        Governing Law

This Agreement and the Schedule hereto shall be governed and construed exclusively according to the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

13.5        Severability

If any part of this Agreement is declared invalid or unenforceable, then such part shall be deemed to be severable from this Agreement and will not affect the remainder of this Agreement.

39

13.6        Further Acts

The parties will perform and cause to be performed such further and other acts and things and execute and deliver or cause to be executed and delivered such further and other documents as counsel to the Partnership considers necessary or desirable to carry out the terms and intent of this Agreement.

13.7        Entire Agreement

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof.

13.8        Limited Partner Not a General Partner

If any provision of this Agreement has the effect of imposing upon any Limited Partner (other than the General Partner) any of the liabilities or obligations of a general partner under the Act, such provision shall be of no force and effect.

[The remainder of this page is intentionally left blank.]

40

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date set out above.

CPI INCOME SERVICES LTD.,
as General Partner
By:	/s/ Stuart Lee
	Name:	Stuart Lee
	Title:	President
By:	/s/ Kate Chisholm
	Name:	Kate Chisholm
	Title:	Senior Vice President, General
		Counsel and Corporate Secretary
CPI INCOME SERVICES LTD., as agent and attorney for the Limited Partners who are admitted to the Partnership as Limited Partners from time to time
By:	/s/ Stuart Lee
	Name:	Stuart Lee
	Title:	President
By:	/s/ Kate Chisholm
	Name:	Kate Chisholm
	Title:	Senior Vice President, General
		Counsel and Corporate Secretary

SCHEDULE 1

POWER OF ATTORNEY AND DECLARATION FORM

The undersigned, a limited partner of Capital Power Income L.P. (the “Partnership”), hereby agrees to be bound, as a party to and as a limited partner in the Partnership, by the terms of the Limited Partnership Agreement dated as of March 27, 1997, as amended and restated, pursuant to which the Partnership was formed (the “Agreement”), as from time to time amended, as if the undersigned had executed the Agreement and hereby ratifies, for all legal purposes, execution of the Agreement on behalf of the undersigned and all actions taken on behalf of the undersigned pursuant thereto. The undersigned declares that the undersigned is not a “non-resident” or, if a partnership, it is a “Canadian partnership”, in each case within the meaning of the Income Tax Act (Canada), and the undersigned has the capacity and competence and, if a corporation, it has the necessary corporate authority, to execute this Power of Attorney and Declaration and to enter into the Agreement.

In addition:

(a)the undersigned agrees to be bound as a Limited Partner in the Partnership by the terms of the Agreement as from time to time amended and in effect and hereby expressly ratifies and confirms the power of attorney given to the General Partner In Section 2.11 therein;

(b)the undersigned hereby irrevocably constitutes and appoints the General Partner, with full power of substitution, as its true and lawful attorney and agent, with full power and authority in its name, place and stead to execute and deliver, for and on its behalf, the Agreement and any amendments thereto; and

(c)the undersigned consents to the General Partner, on behalf of the Partnership, applying for orders from relevant securities regulatory authorities exempting it from any requirements to hold annual meetings of Partners.

The power of attorney granted herein and therein is irrevocable and is a power coupled with an interest and extends to the heirs, executors, administrators, successors, assigns and other legal representatives of the undersigned, and shall survive the subsequent legal incapacity of such transferee and may be exercised by the General Partner on behalf of the transferee in executing such instrument with a single signature as attorney and agent for the undersigned. The undersigned agrees to be bound by any representation or action made or taken by the General Partner pursuant to such power of attorney and hereby waives any and all defences which may be available to contest, negate or disaffirm the action of the General Partner taken in good faith under such power of attorney. In accordance with the Powers of Attorney Act (Ontario), the Powers of Attorney Act (Alberta) and the Powers of Attorney Act (British Columbia), the undersigned declares that these powers of attorney may be exercised during any legal incapacity or mental infirmity on its part.

Under the Powers of Attorney Act (Ontario), an enduring power of attorney granted by an Ontario resident must incorporate the explanatory notes set out in such Act and must be

accompanied by a certificate of legal advice signed by a lawyer who is not the attorney or the attorney’s spouse.

Unless otherwise indicated, capitalized terms used herein shall have the meaning ascribed thereto in the Agreement.

The undersigned accepts that this Power of Attorney and Declaration, the Agreement and related documents be in the English language only. Le soussigné accepte que cette procuration et déclaration, ainsi que tout document connexe ne soient rédigés qu’en anglais.

DATED at Toronto, Ontario, this · day of ·, 20·.

By:

By:

2

EX-3.93

Exhibit 3.93

AGREEMENT OF LIMITED

PARTNERSHIP OF DADE INVESTMENT, L.P.

This Agreement of Limited Partnership (“Agreement”) is made as of the 28th day of August, 1991, by and among NCP Dade Power Incorporated, a Delaware corporation, (the “General Partner”) and NCP Pasco Incorporated, a Delaware corporation (the “Limited Partner”) (the General Partner and the Limited Partner are hereinafter collectively referred to as the “Partners” or the “Parties”).

ARTICLE 1

FORMATION OF LIMITED PARTNERSHIP

1.1Formation. The Partners hereby ratify the formation and establishment of a limited partnership (the “Partnership”) under the limited partnership law of the State of Delaware.

1.2Name. The name of the Partnership shall be “Dade Investment, L.P.,” which name may be changed by the General Partner by written notice to the Limited Partner.

1.3Principal Place of Business. The principal place of business of the Partnership shall be at 1100 Town & Country Road, Suite 800, Orange, California 92668, or at such other place as the General Partner may from time to time designate in writing to the Limited Partner. The Partnership may also maintain other offices at such other places as the General Partner may deem advisable.

1.4Address of General Partner. The address of the General Partner is 1100 Town & Country Road, Suite 800, Orange, California 92668, or such other place as the General Partner may from time to time designate in writing to the Limited Partner.

1.5Purpose of the Partnership. The purpose of the Partnership shall be:

(a)   to become a limited partner in, and invest funds in, Pasco Cogen, Ltd., a Florida limited partnership organized to develop, construct, own, finance, manage and operate an electrical and steam generating facility in Pasco County, Florida (the “Project”); and

(b)   to perform any acts and activities necessary or appropriate with respect to the foregoing purpose.

1.6Certificate of Limited Partnership. A Certificate of Limited Partnership (“Certificate”) was filed in the office of the Secretary of State of Delaware on May 23, 1991. The General Partner shall execute and cause to be filed certificates of amendment of the Certificate whenever required by the limited partnership law of the State of Delaware or this Agreement. The General Partner shall, if required, also record a certified copy of the Certificate and any amendments thereto in the office of the county recorder in every county in which the Partnership owns real property.

ARTICLE 2

TERM OF THE PARTNERSHIP

2.1Commencement. The term of the Partnership commenced on May 23, 1991 and shall continue in full force and effect until December 31, 2015 (the “Expiration Date”), unless sooner dissolved, liquidated or otherwise terminated in accordance with the provisions of this Agreement or as provided by law.

ARTICLE 3

PARTNERSHIP INTERESTS: CAPITAL CONTRIBUTIONS

3.1Partnership Interests. The Partners each hold the following initial partnership interests (“Partnership Interests”), which interests are subject to change pursuant to the terms of this Agreement:

General Partner:
NCP Dade Power Incorporated	1	%
Limited Partner:
NCP Pasco Incorporated	99	%

3.2Contribution of General Partner. Concurrently with the execution of this Agreement, the General Partner shall make a capital contribution to the Partnership of One Dollar ($1.00).

3.3Contribution of The Limited Partner. Concurrently with the execution of this Agreement, the Limited

2

Partner shall make a capital contribution to the Partnership of Ninety-Nine Dollars ($99.00).

3.4Capital Accounts. A separate capital account shall be established for each Partner on the books of the Partnership (“Capital Account”). The amount of such Partner’s Capital Account at any time shall be the amount of the capital contribution of such Partner, increased by (a) the amount of any additional capital contributions made by such Partner to the capital of the Partnership, and (b) the amount of taxable income allocated to the Partner pursuant to Article 5 hereof, and decreased by (x) the amount of cash and the fair market value of any property transferred to the Partner as a distribution pursuant to Article 4 hereof, and (y) the amount of taxable loss allocated to the Partner pursuant to Article 5 hereof. The Capital Accounts may be positive or negative. The Limited Partner shall not be under any obligation to restore any deficit in its Capital Account.

3.5Additional Contributions. Additional capital contributions may be made from time to time as the Partners may agree, in the proportions set forth in Section 3.1 hereof unless the Partners otherwise agree.

3.6Return of Capital and Waiver of Partition. No Partner shall have the right to demand or receive from the Partnership any return of capital contributions made pursuant to this Agreement, except upon dissolution of the Partnership or as otherwise provided for herein.

3.7Advances. Any Partner may make advances to the Partnership in such amounts and upon such commercially reasonable terms as the General Partner shall deem necessary for the business of the Partnership. Such advances shall not be deemed contributions to capital.

ARTICLE 4

DISTRIBUTIONS OF PARTNERSHIP FUNDS

4.1Distribution of Net Cash Flow. The General Partner shall distribute at such times as it determines to be appropriate, all or part of the Partnership’s Net Cash Flow on a pro rata basis according to the Partnership Interests set forth in Section 3.1.

4.2Distribution on Liquidation. Upon the liquidation of the Partnership in accordance with the terms hereof, and after providing for or paying all expenses of the

3

Partnership and claims against the Partnership (including, without limitation, advances made pursuant to Section 3.7 hereof) and after funding reserves reasonably necessary in connection with the proper liquidation of the Partnership, the remaining assets of the Partnership shall be distributed to the Partners on a pro rata basis in accordance with their respective Capital Accounts. Distributions pursuant to this Section 4.2 may be made in cash or other property or both. Any distributions of property shall be based on the fair market value of such property.

4.3Net Cash Flow. “Net Cash Flow” shall mean the Partnership’s available cash realized from all sources, less (a) expenses (including but not limited to debt service), (b) such reserves as the General Partner deems reasonably necessary for the proper operation of the Partnership’s business, and (c) any fees and expenditures authorized by this Agreement except for expenditures paid out of capital or loan proceeds.

ARTICLE 5

ALLOCATIONS

5.1Profit and Loss Allocations. The profits and losses of the Partnership shall be allocated to the Partners in proportion to their Partnership Interests as set forth in Section 3.1 hereof.

ARTICLE 6

GENERAL PARTNER

6.1Management. The General Partner shall have sole and complete discretion in the management and control of the business of the Partnership, and shall make all decisions affecting the business of the Partnership and shall manage and control the affairs of the Partnership to the best of its ability so as to carry out the purpose of the Partnership. The powers of the General Partner include, but are not limited to, the power:

(a)   to expend the capital and profits of the Partnership in furtherance of the Partnership’s business, including contributions to the capital of Pasco Cogen, Ltd. ;

4

(b)   to acquire, hold, lease as lessor or lessee, sell, finance, mortgage, convey, or refinance the real and personal property of the Partnership;

(c)   to borrow money and execute promissory notes and to secure the same by mortgage upon the Partnership’s property;

(d)   to lend money in furtherance of the Partnership’s purposes;

(e)   to commence, defend, compromise or settle any claims, proceedings, actions or litigation for and on behalf of the Partnership and retain legal counsel in connection therewith and pay out of the assets of the Partnership any and all liabilities and expenses (including fees of legal counsel) incurred in connection therewith;

(f)   to execute on behalf of the Partnership such documents as may be necessary or appropriate to facilitate the financing of the Project, including without limitation the granting of a security interest in the Partnership’s interest in Pasco Cogen, Ltd. for the benefit of entities providing financing for the Project; and

(g)   to enter into and carry out agreements of any kind, and to do any and all other acts and things as the General Partner may deem necessary, proper, convenient, or advisable to effectuate and carry out the purposes of the Partnership.

6.2Obligations. The General Partner shall: (a) devote only such of its time to the management of the business of the Partnership as it deems necessary to conduct it for the reasonable advantage of the Partnership; (b) file and publish all certificates, notices or other instruments required by law for formation and operation of the Partnership; and (c) cause to be maintained capital accounts on the books and records of the Partnership in respect of each Partner’s interest in the Partnership.

6.3Partnership Services. The General Partner may, in furtherance of its powers, rights and obligations hereunder, employ, or contract with any person for the account of the Partnership for the transaction of the business of the Partnership.

5

6.4Reimbursement. The General Partner shall be reimbursed by the Partnership for all costs, including a reasonable allowance for overhead and administrative costs, incurred by or on behalf of the General Partner in connection with performing its obligations on behalf of the Partnership.

6.5Indemnification. The General Partner, its directors, officers, employees, assigns, representatives and any of its affiliates (each such person being an “Indemnitee”), shall be held harmless and be indemnified by the Partnership for any liability, damage, expense (including reasonable attorney’s fees) or loss suffered (collectively “Loss”) by reason of such Indemnitee’s acting in its given capacity in connection with Partnership activities, except for any Loss suffered because of such Indemnitee’s gross negligence or willful misconduct. No Indemnitee shall be liable to the Partnership for any Loss suffered by the Partnership in connection with its activities, except for any Loss suffered because of such Indemnitee’s gross negligence or willful misconduct.

6.6Partnership Tax Matters. The General Partner is designated as the tax matters partner of the Partnership. In carrying out its responsibilities as tax matters partner, the General Partner shall have authority to make such elections, take such actions and enter into such agreements as it deems in the best interests of the Partners. Any expense incurred by the Partnership in contesting with the Internal Revenue Service or any state income tax authority any change in income or loss or the allocation of income or loss to any Partner shall be an expense of the Partnership.

ARTICLE 7

RIGHTS OF THE LIMITED PARTNER

7.1No Liability. The Limited Partner shall not be subject to assessment nor shall it be liable for any of the debts of the Partnership or any of the losses thereof beyond the amount contributed by the Limited Partner to the capital of the Partnership and such Partner’s share of undistributed profits of the Partnership.

7.2Management. The Limited Partner, as such, shall not take part in the management of the Partnership’s business, transact any business for the Partnership, or have the power to sign for or to bind the Partnership to any agreement or document.

6

7.3Inspection. The Limited Partner and its designated representatives shall be entitled to review and copy the records of the Partnership at reasonable times upon prior notice and at the location where such records are kept by the Partnership.

7.4Voting Rights. Except as expressly provided in this Agreement, the Limited Partner shall have no right to vote on any Partnership matter. The following actions shall require the consent of both the General Partner and the Limited Partner:

(i)      The dissolution and winding up of the Partnership;

(ii)     A change in the nature of the Partnership’s business;

(iii)    The admission or removal of a general partner; and

(vi)    An amendment to this Agreement or the Certificate.

ARTICLE 8

ADDITIONAL PARTNERS; WITHDRAWALS

8.1Limited Partner. The Limited Partner shall cooperate with the General Partner in doing all things necessary or desirable to assure that the Partnership at all times complies with any and all applicable securities laws.

8.2Restrictions on Transfer; Withdrawal. The Limited Partner may not sell, assign or otherwise transfer all or any portion of its Partnership Interest or any fraction thereof except to the Partnership, or voluntarily withdraw from the Partnership, unless such Partner obtains the prior written consent of the General Partner, which consent may be withheld in the General Partner’s sole discretion. Any purported sale, assignment or transfer of all or any portion of the Limited Partner’s Partnership Interest without such consent shall, to the fullest extent permitted by law, be null, void and of no effect. Before any Partnership Interest or portion thereof is offered by the Limited Partner to a third party, such interest shall first be offered to the Partnership on the same terms contemplated in the offer to the third party, and the Partnership shall have a continuing right of first refusal with

7

respect to all offers to or from third parties with respect to a Partnership Interest.

8.3Assignee.

(a)   A Limited Partner who shall sell, assign or otherwise transfer all of such Limited Partner’s Partnership Interest in accordance with Section 8.2 hereof shall cease to be a Limited Partner, except that, unless and until the grantee, assignee or other recipient of such Partnership Interest (the “Assignee”) is admitted as a substituted Limited Partner in accordance with Section 8.3(b) hereof, the assigning Limited Partner shall retain the statutory rights of a Limited Partner under the limited partnership law of the State of Delaware and shall retain its obligations as a Limited Partner under this Agreement. A person who is the Assignee of a Partnership Interest of a Limited Partner but has not become a substituted Limited Partner in accordance with Section 8.3(b) hereof shall have no rights as a Limited Partner under this Agreement.

(b)   Any Assignee of the Limited Partner’s Partnership Interest shall be admitted to the Partnership as a substituted Limited Partner only with the prior written consent of the General Partner, which consent shall be in the sole discretion of the General Partner. If any proposed substituted Limited Partner is to be admitted on or subject to terms different from those applicable to the Limited Partner whose interest such proposed substitute Limited Partner is to succeed, the express approval of the General Partner is required with respect to any such different terms.

8.4Continuation of Partnership. In the case of the Limited Partner’s withdrawal or the admission of a new limited partner, the Partnership shall not dissolve or terminate but shall continue without any break in continuity. Upon the occurrence of any of these events, the other Partners shall not liquidate or wind up the affairs of the Partnership, except as otherwise provided in this Agreement, and will continue to conduct the Partnership under the terms of this Agreement.

ARTICLE 9

DISSOLUTION AND LIQUIDATION

9.1Dissolution. The Partnership shall be dissolved and its business shall be wound up on the first to occur of the following:

8

(a)   The sale, condemnation, transfer or other disposition of all or substantially all of the Partnership’s property in accordance with the terms of this Agreement;

(b)   The written agreement of the Partners to voluntarily dissolve and wind up the Partnership;

(c)   The occurrence of any of the events specified in Section 9.2 hereof, unless the Limited Partner shall elect as provided in Section 9.2 hereof to continue the Partnership as provided in such Section; or

(d)   The Expiration Date as provided in Section 2.1 hereof.

9.2Continuation of Partnership. Upon (a) the dissolution, resignation, insolvency, bankruptcy or other legal incapacity of the General Partner or any other event which would legally disqualify the General Partner from acting hereunder, (b) the occurrence of any other event which, by law, would require the Partnership to be dissolved, (c) the agreement of the General Partner and the Limited Partner that there has been a material breach of this Agreement by the General Partner, or (d) in the case of no agreement between the Partners pursuant to clause (c) immediately above, a determination from which no further rights of appeal lie that there has been a material breach by the General Partner of this Agreement, the Partnership shall be dissolved and wound up unless, within ninety (90) days after the occurrence of any such event, the Limited Partner shall elect, in writing, that the business of the Partnership shall be continued on the terms and conditions herein contained and the Limited Partner shall designate one or more persons to be substituted as the general partner of the Partnership.

9.3Liquidation Procedure.

(a)   A reasonable time shall be allowed for the orderly liquidation by the General Partner of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partnership to minimize the losses normally attendant to a liquidation.

(b)   Upon dissolution of the Partnership for any reason, distributions under Article 4 hereof and allocations under Article 5 hereof shall continue to be made in accordance with the provisions of this Agreement in effect from time to time during the period of liquidation.

9

(c)   Subject to Section 9.4 hereof, the General Partner, as liquidator, shall proceed to liquidate the Partnership property to the extent that it has not already been reduced to cash, and such cash liquidation proceeds shall be applied and distributed in accordance with the provisions of this Agreement.

9.4Liquidating Partner. If the dissolution of the Partnership is caused by circumstances under which there is no surviving General Partner or if the dissolution is caused by a wrongful act of the General Partner, then the Limited Partner shall proceed to wind up the business affairs of the Partnership. In such event, the Limited Partner shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of or incidental to the Limited Partner’s taking of any action authorized under, or within the scope of this Agreement; provided, however, that the Limited Partner shall not be entitled to indemnification where the claims at issue arose out of:

(a)   A matter unrelated to the Limited Partner’s action under the provisions of this Agreement; or

(b)   The gross negligence or willful misconduct of the Limited Partner.

The Limited Partner is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Partners, such appointment being coupled with an interest, to make, execute, sign, acknowledge, verify and file with respect to the Partnership all papers which shall be necessary or desirable to effect the dissolution and termination of the Partnership in accordance with the provisions of this Section. Without limiting the foregoing, the Limited Partner shall, upon the final dissolution and termination of the Partnership in accordance with the provisions of Section 9.1 hereof, file an appropriate certificate to such effect in the proper governmental office or offices under the Delaware Revised Uniform Limited Partnership Act as then in effect. Notwithstanding the foregoing, each Partner, upon the request of the Limited Partner, shall promptly execute, acknowledge, verify and deliver all such documents, certificates and other instruments as the Limited Partner shall reasonably request to effectuate the proper dissolution and termination of the Partnership, including the winding up of the business of the Partnership, pursuant to this Section 9.4.

10

ARTICLE 10

BOOKS AND RECORDS

10.1Books of Account. The Partnership shall maintain its books and records, and shall determine all amounts of taxable income or loss and tax credits, on the accrual basis of accounting in accordance with principles applicable in determining taxable income or loss for Federal income tax purposes for partnerships, and to the extent not provided, in accordance with generally accepted accounting principles, consistently applied. The Partnership shall also keep all other records necessary or convenient to recording the Partnership’s business and affairs and sufficient to record the determination and allocation of all items of taxable income or loss and tax credits and all distributions and other amounts as may be provided for herein and to meet the requirements of any bank or other lenders to the Partnership or to meet any reporting requirements imposed on any of the Partners by government or regulatory authorities, or by this Agreement, including keeping an additional set of records on a full accrual basis of accounting in accordance with generally accepted accounting principles, consistently applied.

ARTICLE 11

GENERAL PROVISIONS

11.1Power of Attorney.

(a)   The Limited Partner makes, constitutes, and appoints the General Partner, with full power of substitution, its true and lawful attorney for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, file, and record this Agreement, and to sign, execute, certify, acknowledge, file, and record all appropriate instruments amending this Agreement as now or hereafter amended, including, without limitation, agreements or other instruments or documents: (a) to reflect any amendments duly made to the Agreement; (b) to reflect the admission to the Partnership of a substituted limited partner or the withdrawal of any Partner, in the manner prescribed in this Agreement; and (c) which may be required of the Partnership or of any Partner by the laws of the State of Delaware or any other jurisdiction or governmental agency. The Limited Partner authorizes the General Partner to take any further action which the General Partner shall consider necessary or advisable to be done in and about the foregoing (including the power to consent to items (a), (b), and (c) above as fully as the Limited Partner might

11

or could do if personally present) and hereby ratifies and confirms all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

(b)   The foregoing power of attorney is a special power of attorney coupled with an interest and is irrevocable, may be exercised by the General Partner by listing the Limited Partner executing any agreement, certificate, instruction, or document with the signature of the General Partner acting as attorney-in-fact for it, and, notwithstanding any provision of this Agreement to the contrary, shall survive the delivery of an assignment or other transfer by a Limited Partner of the whole or a portion of its interest in the Partnership, until the Assignee thereof becomes a substituted limited partner.

11.2Notices. Except as otherwise provided herein, any notice which shall be given in connection with the business of the Partnership shall be duly given if reduced to writing and delivered personally to the person to whom it is authorized to be given, or if sent by mail (registered mail, return receipt requested) or telecopy to the last address furnished by it for such purpose.

11.3Validity. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

11.4Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

11.5Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto, and their respective permitted successors, heirs, devises, assigns, legal representatives, executors, and administrators.

11.6Headings. All articles and section headings in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any article or section.

11.7Nonrecourse Creditors. A creditor who makes a nonrecourse loan to the Partnership will not have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital, or property of the Partnership other than as a secured creditor.

12

11.8Affiliate. An “affiliate” of any entity shall mean any individual, corporation, partnership, group or trust that directly or indirectly controls, is controlled by, or is under common control with, such entity.

11.9Amendment. This Agreement or any portions thereof, may be amended, or restated in its entirety, by the written consent of all of the Partners.

11.10Entire Agreement. This Agreement contains the entire understanding among the Partners and supersedes any and all prior understandings or written or oral agreements between the Partners respecting the within subject matter.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

GENERAL PARTNER
NCP DADE POWER INCORPORATED
By:	/s/ Kenneth Ross
Title:		Vice President
LIMITED PARTNER
NCP PASCO INCORPORATED
By:	/s/ Kenneth Ross
Title:		Vice President

13

EX-3.94

Exhibit 3.94

FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP

OF

DADE INVESTMENT, L.P.

This First Amendment to the Agreement of Limited Partnership of Dade Investment, L.P. dated as of the 28th day of August, 1991 (the “LP Agreement”), by and among NCP Dade Power, LLC, a Delaware limited liability company, (the “General Partner”), and NCP Pasco LLC, a Delaware limited liability company, (the “Limited Partner”)(together, the “Partners”) is effective as of March 12, 2004.

1.Purpose. The purpose of this amendment is: (i) to reflect the conversion of the General Partner to a limited liability company effective March 1, 2004; (ii) to reflect the conversion of the Limited Partner to limited liability company effective March 1, 2004; and (ii) to reflect a change in address of the General Partner.

2.General Partner Name Change. The LP Agreement is hereby amended by striking all references to NCP Dade Power Incorporated, a Delaware corporation, as General Partner and by replacing each reference with NCP Dade Power LLC, a Delaware limited liability company.

3.Limited Partner Name Change. The LP Agreement is hereby amended by striking all references to NCP Pasco Incorporated, a Delaware corporation, as Limited Partner and by replacing each reference with NCP Pasco LLC, a Delaware limited liability company.

4.Address of General Partner. The LP Agreement is hereby amended by striking Article 1.4 in its entirety and by replacing it with the following new Article:

1.4.Address of General Partner. The address of the General Partner is c/o ArcLight Capital Holdings, LLC, 200 Clarendon St., 55th floor, Boston, MA 02117.

5.No Other Changes. Except as expressly amended by the terms of this Amendment, the LP Agreement remains unchanged and is in full force and effect pursuant to its terms.

DADE INVESTMENT, L.P.

By:	NCP Dade Power LLC, its General Partner
By:		/s/ Daniel Revers
		Daniel Revers, President
By:	NCP Pasco LLC, its Limited Partner
By:		/s/ Daniel Revers
		Daniel Revers, President

IN WITNESS WHEREOF, this Amendment has been executed as of the 27th day of August, 2004.

GENERAL PARTNERS:	TETON POWER HOLDINGS, LLC
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President
	BADGER POWER GENERATION I LLC
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President
LIMITED PARTNERS:	TETON POWER HOLDINGS, LLC
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President
	BADGER POWER GENERATION II LLC
	By:	/s/ Daniel R. Revers
		Daniel R. Revers, President

EX-3.95

Exhibit 3.95

SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP
OF
DADE INVESTMENT, L.P.

This Second Amendment to the Agreement of Limited Partnership of Dade Investment, L.P. dated as of the 28th day of August, 1991 (the “LP Agreement”), as amended effective as of March 12, 2004, by and among NCP Dade Power, LLC, a Delaware limited liability company, (the “General Partner”), and NCP Pasco LLC, a Delaware limited liability company, (the “Limited Partner”) (together, the “Partners”) is effective as of November 5, 2011.

1.           Purpose.   The purpose of this amendment is: (i) to revise the definition of Expiration Date of the Partnership so that the Partnership no longer expires on December 31, 2015; and (ii) to reflect a change in address of the General Partner.

2.           Section 2.1 — Term of Partnership.   Section 2.1 of the LP Agreement shall be deleted in its entirety and replaced with the following:

“2.1         Commencement.   The term of the Partnership commenced on May 23, 1991 and shall continue in full force and effect until dissolved, liquidated or otherwise terminated in accordance with the provisions of this Agreement or as provided by law (the “Expiration Date”).”

3.           Address of General Partner.   The LP Agreement is hereby amended by deleting Section 1.4 in its entirety and by replacing it with the following new Article:

1.4.          Address of General Partner.   The address of the General Partner is 200 Clarendon St., 25th Floor, Boston, MA 02116.

4.           No Other Changes.   Except as expressly amended by the terms of this Amendment, the LP Agreement remains unchanged and is in full force and effect pursuant to its terms.

[Signatures on the following page]

IN WITNESS WHEREOF, the undersigned have executed this Second Amendment effective as of the day and year first above written.

DADE INVESTMENT, L.P.
By:	NCP Dade Power LLC, its General Partner
By:	/s/ Barry E. Welch
	Name: Barry E. Welch
	Title: President
By:	NCP Pasco LLC, its Limited Partner
By:	/s/ Barry E. Welch
	Name: Barry E. Welch
	Title: President

[Signature page to Second Amended and Restated Limited Partnership Agreement of Dade Investment, L.P.]

EX-3.96

Exhibit 3.96

FIRST

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.

A FLORIDA LIMITED PARTNERSHIP

NCP Lake Power Incorporated,

as General Partner

Lake Investment, L.P.,

as Limited Partner

Dated as of July 24, 1992

TABLE OF CONTENTS

RECITALS				2
ARTICLE I			DEFINITIONS	3
ARTICLE II			FORMATION OF PARTNERSHIP	3
	2.1	Continuation		3
	2.2	Name		3
	2.3	Principal Office		3
ARTICLE III			FILING OF CERTIFICATES AND OTHER DOCUMENTS	4
	3.1	Additional Filings of Certificates
	3.2	Filing of Other Documents		4
ARTICLE IV			PURPOSES	4
ARTICLE V			TERM, FISCAL YEAR AND ACCOUNTING METHOD	5
	5.1	Term		5
	5.2	Fiscal Year; Accounting Method		5
ARTICLE VI			CONTRIBUTIONS AND CAPITAL	5
	6.1	Capital Contributions		5
	6.2	Withdrawal of Capital		5
	6.3	Interest		5
	6.4	No Liability for Return of Capital		5
	6.5	No Third Party Rights		6
ARTICLE VII			DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES	6
	7.1	Distributions		6
	7.2	Form of Distribution		6
	7.3	Allocation of Profits and Losses		6
ARTICLE VIII			TAX MATTERS	7
	8.1	Considered a Partnership		7
	8.2	General Partner as Tax Matters Partner		7
	8.3	Preparation of Tax Returns		8
	8.4	Elections by Tax Matters Partner		8
	8.5	Special Basis Adjustment		8
	8.6	Survival of Tax Provisions		9

i

ARTICLE IX			BOOKS, RECORDS, ACCOUNTING AND REPORTS	9
	9.1	Books and Records		9
	9.2	Delivery of Documents		9
	9.3	Reports; Fiscal Year		10
	9.4	Tax Returns		10
	9.5	Bank Accounts		10
	9.6	Annual Audit		10
ARTICLE X			COMPENSATION AND REIMBURSEMENT OF GENERAL PARTNER	11
	10.1	Compensation		11
ARTICLE XI			RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER	12
	11.1	Management of the Partnership		12
	11.2	Devotion of Time and Other Business		13
	11.3	Exculpation		13
	11.4	Indemnification		14
	11.5	Miscellaneous Management Matters		14
	11.6	Execution of Partnership Instruments		15
ARTICLE XII			RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS	18
	12.1	No Right to Participate in Management		18
	12.2	Limited Liability		18
	12.3	Matters Subject to Vote		19
	12.4	Call of Meetings and Written Consents		19
	12.5	Manner of Voting		19
	12.6	Limitations		20
	12.7	Compensation and Reimbursement		20
	12.8	Investment Opportunities		20
ARTICLE XIII			ASSIGNMENT OF PARTNERSHIP INTERESTS	21
	13.1	Restrictions on Transfers		21
	13.2	Intentionally Omitted		21
	13.3	Rights of Assignee of Limited Partner		22
	13.4	Substitution of Assignee of Limited Partner		22
	13.5	Confirmation of Transfer of Limited Partnership Interest		23
	13.6	Indemnification		23
	13.7	Bankruptcy of a Limited Partner		23
	13.8	Further Assignments		23
	13.9	Additional Limited Partner		24

ii

ARTICLE XIV			REMOVAL, WITHDRAWAL AND REPLACEMENT OF THE GENERAL PARTNER	24
	14.1	Removal for Good Cause Only		24
	14.2	Vote		24
	14.3	Dispute Regarding Removal		24
	14.4	Voluntary Withdrawal		25
	14.5	Selection of a Substitute General Partner		25
	14.6	Substitution		25
	14.7	Removed General Partner Not Liable		26
	14.8	Intentionally Omitted		26
	14.9	Conversion or Purchase of the General Partner’s Interest		26
ARTICLE XV			DISSOLUTION, LIQUIDATION AND TERMINATION OF THE PARTNERSHIP	26
	15.1	Events of Dissolution		26
	15.2	Right to Continue the Partnership’s Business		27
	15.3	Liquidation		27
	15.4	Termination		29
	15.5	Compliance with Timing Requirements of Regulations		29
ARTICLE XVI			MISCELLANEOUS PROVISIONS	29
	16.1	Amendments		29
	16.2	Notices		30
	16.3	Power of Attorney		30
	16.4	Severability		30
	16.5	Application of Florida Law		31
	16.6	Sole and Absolute Discretion		31
	16.7	Confidential Information		31
	16.8	Headings		31
	16.9	Entire Agreement		31
	16.10	Gender and Number		31
	16.11	Successors		31
	16.12	Variation of Pronouns		31
	16.13	Attorneys’ Fees		32
	16.14	Further Action		32
	16.15	Counterparts		32
	16.16	Covenant to Sign Documents		32
	16.17	Time of Essence		32
	16.18	Force Majeure		32
	16.19	No Partition		32
	16.20	Not for Benefit of Creditors		33
	16.21	Withholding		33
	16.22	Representations of Limited Partners		33
	16.23	Waiver		33
	16.24	Construction		34
	16.25	Incorporation by Reference		34

iii

EXHIBIT A	A-l
EXHIBIT B	B-l
EXHIBIT C	C-l
EXHIBIT D	D-l

iv

THE LIMITED PARTNERSHIP INTERESTS REFERRED TO HEREIN (“INTERESTS”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF FLORIDA OR ANY OTHER STATE. SUCH INTERESTS ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE LAW.

A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER APPLICABLE STATE SECURITIES LAWS AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR APPLICABLE STATE LAW.

ARTICLE XIII OF THE PARTNERSHIP AGREEMENT PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE INTERESTS.

FIRST

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.,

A FLORIDA LIMITED PARTNERSHIP

THIS FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of Lake Cogen, Ltd., a Florida limited partnership (the “Partnership”), is made and entered into as of the 24th day of July, 1992, by and among NCP Lake Power Incorporated, a Delaware corporation, as the general partner (“NCP Lake” or the “General Partner”), and Lake Investment, L.P., a Delaware limited partnership, as a limited partner (“LIL”), and any other limited partner admitted to the Partnership in accordance with the terms of this Agreement.

RECITALS

A.Lake Cogen, Ltd., a Florida limited partnership (the “Partnership”) was formed by Peoples Cogeneration Company, a Florida corporation (“Peoples”), as a general partner, and Gator Gas Marketing, Inc., a Florida corporation (“Gator”), as a general partner, and Peoples and Gator, as limited partners, for the purpose of developing, financing, constructing, owning (or selling and leasing back) and operating a gas-fired cogeneration facility as such term is defined in the Public Utility Regulatory Policies Act of 1978, and the regulations promulgated thereunder, all as amended (“PURPA”). No written partnership agreement was entered into, but a Certificate of Limited Partnership was filed on March 13, 1991. On August 28, 1991, Gator assigned its general partner interest to NCP Lake Power Incorporated, a Delaware corporation (“NCP Lake” or “General Partner”), Gator assigned its limited partner interest to Lake Investment, L.P., a Delaware limited partnership (“LIL”) and Peoples assigned its general partner and limited partner interests to UMA Power Co., a Florida corporation (“UMA”). On August 28, 1991, NCP Lake, LIL and UMA entered into an Agreement of Limited Partnership (the “Prior Agreement”). On September 27, 1991, UMA entered into an agreement dated September 27, 1991, pursuant to which (i) UMA conveyed all of its right, title and interest in the Partnership to NCP Lake and LIL and (ii) UMA withdrew as a general partner and a limited partner of the Partnership.

B.The original Certificate was filed in the Office of the Secretary of State of the State of Florida on March 13, 1991, an amended Certificate was filed on October 15, 1991, and a second amended Certificate was filed on November 1, 1991.

C.The General Partner and the Limited Partner desire to continue the Partnership on the terms and conditions set forth herein and to enter into this Agreement to govern the relationships of the parties hereto. The provisions of the Prior Agreement are hereby completely superseded for all periods beginning on or after the Effective Date except as specifically provided herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein, the parties agree as follows:

2

ARTICLE I

DEFINITIONS

The capitalized terms used in this Agreement shall have the meanings set forth herein or in Exhibit C attached hereto.

ARTICLE II

FORMATION OF PARTNERSHIP

Section 2.1    Continuation. Peoples and Gator caused the Certificate to be prepared and to be filed in the Office of the Secretary of State of the State of Florida on March 13, 1991. An amended Certificate was filed on October 15, 1991 and a second amended Certificate was filed on November 1, 1991. The General Partner and the Limited Partner hereby ratify and approve the Certificate, as amended to the date hereof, as the Certificate of Limited Partnership of the Partnership effective as of the date of this Agreement. The parties hereto acknowledge that the Partnership has been formed under the Act, and that the Act shall govern the rights and liabilities of the parties hereto, except as otherwise herein expressly stated. As of the date hereof, NCP Lake is the sole General Partner of the Partnership. As of the date hereof, LIL is the sole limited partner of the Partnership. The Partners expressly ratify and approve all prior actions of the Partnership (and of the Partners and their predecessors in interest on behalf of the Partnership) including but not limited to the entry into a power purchase agreement dated March 13, 1991 with Florida Power Corporation, the purchase of land in Lake County, Florida to be used in connection with the Cogeneration Facility, agreements with National Energy Production Corporation for the construction of the Cogeneration Facility, agreements with Stewart & Stevenson Services, Inc. for the purchase of equipment for the Cogeneration Facility, an agreement with Stewart & Stevenson Operations, Inc. for the operation and maintenance of the Cogeneration Facility and the Site Lease and the Cogeneration Services Agreement with Golden Gem Growers, Inc.

Section 2.2    Name. The name of the Partnership is “LAKE COGEN, LTD.” The business of the Partnership may be conducted under any name chosen by the General Partner, in accordance with the Act, and the General Partner may, in its sole discretion, change the name of the Partnership from time to time. The General Partner shall promptly notify the Limited Partners of any such name change.

Section 2.3    Principal Office. The principal office of the Partnership shall be located at 1100 Town & Country Road, Suite 800, Orange, California 92668. From time to time, the General

3

Partner may change the location of such principal office and may establish such additional offices as the General Partner may deem advisable, in the General Partner’s sole discretion. Notification of any such change or additional offices shall be given to the Limited Partners as soon as practicable.

ARTICLE III

FILING OF CERTIFICATES AND OTHER DOCUMENTS

Section 3.1    Additional Filings of Certificates. In addition to the filing of the Certificate and the amendments to the Certificate with the Florida Secretary of State, the General Partner shall cause the Certificate and the amendments to the Certificate to be filed in such other places as are or shall be required by the Operative Documents or by applicable law. The General Partner shall also cause the Certificate to be amended as and when required by applicable law, and shall cause to be prepared and filed in the office of the Florida Secretary of State and in such other places as are or shall be required by applicable law any Certificate of Cancellation required to be filed by applicable law.

Section 3.2    Filing of Other Documents. From time to time, the General Partner shall sign, acknowledge, swear, file and publish any additional certificates, notices, statements or other instruments, including without limitation, any appropriate fictitious business name statements, as, when and where required by any provisions of law governing the formation of the Partnership or the conduct of its business or to enable the Partnership to hold Partnership Property in the Partnership’s name.

ARTICLE IV

PURPOSES

Section 4.1    Purposes of Partnership. The purposes of the Partnership are to: construct, finance, own (or sell and lease back), operate and manage the Cogeneration Facility; and carry on any activities whatsoever that it may deem proper, convenient, incidental or appropriate in connection with any of the foregoing purposes, or that it may deem calculated, directly or indirectly, to improve the interests of the Partnership in connection therewith. Without limiting the generality of the foregoing, the Partnership may (A) develop, own, invest, sell, transfer, convey, license, mortgage, pledge, exchange, use, exhaust or otherwise dispose of or deal with all of the property of every nature whatsoever of the Partnership, (B) incur indebtedness, secured or

4

unsecured, for any of the purposes of the Partnership, (C) engage in any activities in the opinion of the General Partner that are in furtherance of said purposes and are not prohibited by law and (D) execute, deliver and perform all of the Operative Documents to which it is a party and all such further documents, writings, agreements, certificates, acknowledgments, applications and instruments incidental thereto, in each case as the same may be amended, modified, supplemented or replaced from time to time.

ARTICLE V

TERM, FISCAL YEAR AND ACCOUNTING METHOD

Section 5.1    Term. The term of the Partnership commenced on March 13, 1991, the date the Certificate was filed in the office of the Florida Secretary of State. Unless earlier dissolved pursuant to Section 15.1 hereof or the provisions of the Act, the Partnership shall be dissolved on December 31, 2040, and the winding up of the Partnership shall occur on or before December 31, 2041.

Section 5.2    Fiscal Year; Accounting Method. The Partnership’s fiscal year shall be the calendar year, unless otherwise required by law. The Partnership’s books and records shall be maintained on an accrual basis in accordance with GAAP and tax accounting methods applicable to the Partnership, unless otherwise required by law.

ARTICLE VI

CONTRIBUTIONS AND CAPITAL

Section 6.1    Capital Contributions. As of the date of this Agreement, each Partner has contributed to the capital of the Partnership the net amount set forth opposite such Partner’s name on Exhibit A attached hereto, and such amount has been credited to such Partner’s Capital Account.

Section 6.2    Withdrawal of Capital. No Partner shall have the right to withdraw its Capital Contribution or to receive any return of a portion of its Capital Contribution.

Section 6.3    Interest. Interest earned on funds of the Partnership shall constitute Partnership property and no Partner shall be entitled to interest on any Capital Contribution, on any Capital Account balance or on any undistributed or reinvested Partnership property.

Section 6.4    No Liability for Return of Capital. The General Partner shall not be personally liable for the return of any portion of the Capital Contribution of any Limited Partner; the

5

return of such Capital Contribution shall be made solely from Partnership assets. Under the circumstances requiring a return of any Capital Contribution, no Partner shall have the right to demand or receive property other than cash except as may be specifically provided for in this Agreement.

Section 6.5    No Third Party Rights. Except as each Partner may otherwise consent with respect to such Partner’s own obligations or rights, the obligations or rights of the Partnership or of Partners to make or require any Capital Contribution under this Agreement shall not grant any rights to, or confer any benefits upon, any Person who is not a Partner unless otherwise required by applicable law.

ARTICLE VII

DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES

Section 7.1    Distributions. The Partnership intends to make distributions of Cash Available for Distribution from time to time (each such distribution a “Distribution”) as determined by the General Partner, subject to the following: (i) Distributions may be restricted or suspended when the General Partner determines in its sole and absolute discretion that it is in the best interest of the Partnership to do so; (ii) Distributions shall be limited by, or otherwise subject to the provisions of, the Operative Documents and any other indebtedness of the Partnership; and (iii) no Distributions shall be made under this Section 7.1 that would render the Partnership insolvent or jeopardize or limit the business activities or prospects of the Partnership. Subject to the foregoing and to Article XV hereof, Cash Available for Distribution, if any, shall be distributed to the Partners in proportion to the Partnership Interest of each Partner.

Section 7.2    Form of Distribution. No Partner shall have any right to receive any Partnership Property other than cash upon a Distribution, except as specifically provided in this Agreement. A Partner shall not be compelled to accept a distribution of Partnership Property other than cash.

Section 7.3    Allocation of Profits and Losses. The Profits, Losses and other items of the Partnership shall be allocated among the Partners as set forth in Exhibit D attached hereto.

6

ARTICLE VIII

TAX MATTERS

Section 8.1    Considered a Partnership. The Partners intend that, as defined in Section 7701(a) (2) of the Code, the Partnership will be treated as a partnership for United States, state and local income tax purposes. Specifically, each Partner agrees not to make the election described in Section 761(a) of the Code to be excluded from the application of the provisions of Subchapter K. Moreover, each Partner further agrees not to make an election to be excluded from the application of the partnership provisions of any applicable state taxation code or statute.

Section 8.2    General Partner as Tax Matters Partner. The General Partner is designated the tax matters partner (“Tax Matters Partner”) as provided in Section 6231(a) (7) (A) of the Code and any comparable provision of state or local law. Except as otherwise provided herein, this designation is effective only for the purpose of activities performed under the Agreement pursuant to the provisions of the Code and any comparable provision of state or local law and shall be subject to the following terms and conditions:

(a)The Tax Matters Partner shall timely file all necessary Federal, state and local partnership income tax returns for the Partnership in accordance with Section 8.3 hereof and shall furnish the Partners with copies of all such returns.

(b)The Tax Matters Partner shall keep the Partners fully and timely informed of all administrative and judicial proceedings for the adjustment of Partnership items (as defined in Section 6231(a) (3) of the Code and any comparable provision of state or local law) at the Partnership level.

(c)If notice of an administrative proceeding under Section 6223 of the Code (or any comparable provision of state or local law) is received by a Partner, such Partner shall notify the Tax Matters Partner of the treatment of any Partnership item on the Partner’s income tax return which is or may be inconsistent with the treatment of that item on the Partnership return.

(d)No Partner shall enter into any settlement agreement with any taxing authority with respect to any Partnership item unless and until such Partner shall have first notified the Tax Matters Partner in writing of the proposed agreement and its terms at least 3 0 days prior to entering into such settlement.

7

(e)The Tax Matters Partner or any Partner shall notify all Partners of any intention to file a petition with the Tax Court for a redetermination of any Partnership item within five (5) business days from the date of the Notice of Final Partnership Administrative Adjustments.

(f)The Tax Matters Partner may enter into one or more agreements with the Internal Revenue Service with respect to the tax treatment of any items of Partnership income, loss, deductions or credits and, to the extent permitted under the Code, may expressly argue that such agreement or agreements shall bind all of the Partners.

Section 8.3    Preparation of Tax Returns. The Tax Matters Partner shall cause the preparation and filing of United States, state and local income tax returns on behalf of the Partnership. Each Partner agrees to furnish the Tax Matters Partner such information as each Partner may have which is required for the proper and timely preparation of such returns.

Section 8.4    Elections by Tax Matters Partner. The Tax Matters Partner shall make the following elections under the Code and regulations and any similar state and local statutes and regulations:

(a)To adopt the calendar year as the annual accounting period, unless otherwise required by law;

(b)To adopt the accrual method of accounting;

(c)To amortize organizational expenditures, if any, over a sixty (60) month period in accordance with Section 709(b) of the Code and any similar state statutes; and

(d)To make such other elections as the Tax Matters Partner may deem advisable to reduce Partnership taxable income to the maximum extent possible and to take deductions in the earliest taxable year possible in accordance with the Code and the Treasury Regulations.

Section 8.5    Special Basis Adjustment. In connection with Distributions or any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner in its discretion may cause the Partnership, at the written request of the transferor or the transferee with respect to a transfer of a Partnership interest, on behalf of the Partnership and at the time and in the manner provided in the Regulations, to make an election to adjust the basis of Partnership Property in the manner provided in Sections 734(b), 743(b) and 754 of the Code. If such election is made with respect to a transfer of a Partnership interest, the transferee

8

shall pay all costs incurred by the Partnership in connection therewith, including without limitation, reasonable attorneys’ and accountants’ fees.

Section 8.6    Survival of Tax Provisions. The provisions of this Agreement relating to tax matters shall survive the termination of the Partnership and this Agreement and the termination of any Partner’s interest in the Partnership and shall remain binding on that Partner for the period of time necessary to resolve with any Federal, state or local tax authority any tax matters regarding the Partnership.

ARTICLE IX

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1    Books and Records. The Partnership’s books and records, together with copies of all of the documents and papers pertaining to the business of the Partnership and a copy of the Assignment of Partnership Interests, shall be kept at the principal place of business of the Partnership and at all reasonable times upon reasonable notice shall be open to the inspection of and may be copied and excerpts taken therefrom by any Partner, or such Partner’s duly authorized representative, provided that such inspection is made in good faith and without any intent to damage the Partnership or any of the Partners. The books and records of the Partnership shall be kept in accordance with GAAP, and shall reflect the Partnership transactions and be appropriate and adequate for the Partnership’s business. Notwithstanding anything contained herein to the contrary, the records required to be kept by the Partnership in the State of Florida pursuant to Section 620.106 of the Florida Statutes shall be maintained at the offices of McDermott, Will & Emery in Miami, Florida or such other office within the State of Florida as determined by the General Partner.

Section 9.2    Delivery of Documents. The Partnership shall provide to each Limited Partner not affiliated with the General Partner each of the following Partnership documents:

(a)Within thirty (30) days after the end of each fiscal year during which such list has changed, a current list of the full name and last known business or residence address of each Partner, specifying separately the General Partner and Limited Partners; and

(b)As soon as practicable, a copy of the Certificate, and all certificates of amendment thereto and other certificates filed pursuant to the Act, promptly after the filing thereof, together with executed copies of any powers of attorney pursuant to which any such certificate has been executed.

9

Section 9.3    Reports; Fiscal Year.

(a)Annual Reports. Within one hundred twenty (120) days after the close of each fiscal year, a full and accurate accounting shall be made of the affairs of the Partnership as of the close of such fiscal year. Upon such accounting being made, the Profits or Losses and other items sustained by the Partnership during such fiscal year shall be ascertained and credited or debited, as the case may be, in the books of account of the Partnership to the Partners in the proportions specified in this Agreement. The financial statements in such annual report shall include a balance sheet, an income statement and a statement of changes in financial position and shall be accompanied by either the reports prepared by independent accountants engaged by the Partnership pursuant to Section 9.6 hereof.

(b)Quarterly Reports. The General Partner shall prepare and forward to the Limited Partners quarterly unaudited financial information summarizing the results of operations of the Partnership’s business for the three months then ended as soon as reasonably practicable after the end of each such period, the form and extent of which shall be in the sole discretion of the General Partner.

Section 9.4    Tax Returns. The General Partner shall send to each Limited Partner, within one hundred twenty (120) days after the end of each tax year, the information necessary for such Limited Partner to complete its Federal and state income tax or information returns. The General Partner shall also send to the Limited Partners, within one hundred twenty (120) days after the end of each tax year, a complete copy of the Partnership’s Federal, state, and local income tax or information returns for the year.

Section 9.5    Bank Accounts. Subject to the requirements of the Operative Documents, all funds of the Partnership shall be deposited in the name of the Partnership in such bank accounts or other accounts, including, in the sole discretion of the General Partner, money market funds or other short term investments, as shall be determined by the General Partner. All withdrawals therefrom shall be made upon checks signed on behalf of the Partnership by any officer of the General Partner or by any Person or Persons authorized by the General Partner to sign checks on behalf of the Partnership.

Section 9.6    Annual Audit. The partnership accountants (the “Partnership Accountants”) shall be Deloitte & Touche or another firm of independent certified public accountants of recognized national standing selected by the General Partner. The Partnership Accountants shall audit the Partnership’s books and records each year.

10

ARTICLE X

COMPENSATION AND REIMBURSEMENT OF GENERAL PARTNER

Section 10.1    Compensation. The General Partner shall have the authority to cause the Partnership to pay to the General Partner, its Affiliates and/or other Persons (as the General Partner may deem appropriate): (i) an amount up to THREE MILLION DOLLARS ($3,000,000) to reimburse NCP for all development costs, including overhead and salaries, incurred by NCP on behalf of the Partnership in connection with the development of the Cogeneration Facility (as permitted under the Operative Documents) (such costs incurred by NCP are hereinafter referred to as Development Costs”); (ii) an amount equal to the maximum development fee that NCP is entitled to pursuant to the Operative Documents on the Lease Commencement Date (as defined in the Operative Documents); (iii) subject to the restrictions on payment in the Operative Documents, a construction management fee to NCP for supervising the construction of the Cogeneration Facility in an amount equal to ONE MILLION NINE HUNDRED THOUSAND DOLLARS ($1,900,000) (the “Construction Management Fee”), such amount to be paid to NCP in monthly installments of ONE HUNDRED THOUSAND DOLLARS ($100,000) each, with the first payment due on the date of commencement of construction, but not payable until funds for such costs are payable under the Construction Loan Agreement and, if construction shall have been completed prior to the payment of the full amount of the Construction Management Fee, the balance to be paid upon the completion of the construction of the Cogeneration Facility; (iv) an annual administrative management fee to the General Partner commencing on the Lease Commencement Date at a rate of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) per calendar year, payable in four equal installments as permitted under the Operative Documents from the Commercial Operation Date through December 31, 1993, and at a rate, during 1994 and each calendar year (or portion thereof) thereafter, equal to the product of (A) THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) multiplied by (B) a fraction, the numerator of which is the Consumer Price Index for All Urban Consumers (the “CPI”) as of January 1 of such year, and the denominator of which is the CPI as of the Commercial Operation Date; (v) interest to NCP on funds advanced for the development and construction of the Cogeneration Facility (other than Development Costs) from the date of each advance at the same rate of interest due under the Construction Loan Agreement, payment to be made as soon as permitted under the Operative Documents; and (vi) such other compensation and reimbursement for goods and services provided to and expenses incurred on behalf of the Partnership as the General Partner may from time to time determine to be necessary or appropriate in an amount which the General Partner determines to be reasonable, provided that any

11

such compensation paid to the General Partner or its Affiliates pursuant to this clause (vi) shall not exceed the amount customarily charged in arms-length transactions for such goods and services.

ARTICLE XI

RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER

Section 11.1    Management of the Partnership.

(a)     Control in General Partner. The General Partner shall have full and exclusive control of the management and operation of the business of the Partnership and shall make all business judgments, determinations and decisions affecting the affairs of the Partnership except as otherwise specifically provided herein. The General Partner shall have, subject to any limitations imposed elsewhere in this Agreement, the power and authority on behalf of the Partnership to do or cause to be done any and all acts deemed by the General Partner to be necessary or appropriate in connection with the management and operation of the business of the Partnership, including without limitation, the power and authority on behalf of the Partnership to: (i) cause the Partnership to borrow money from the General Partner in its individual capacity or from any Affiliate of the General Partner, any Limited Partner in such Limited Partner’s individual capacity, any Affiliate of any such Limited Partner or any other Person, and to give security therefor and to repay such loans, and otherwise to enter into, perform and discharge contracts, agreements, instruments and other arrangements with the General Partner in its individual capacity or any Affiliate thereof, or any Limited Partner in such Limited Partner’s individual capacity, or any Affiliate of any such Limited Partner or any other Person, all such transactions and arrangements to be on arms-length terms and otherwise upon such terms and conditions as the General Partner, in its discretion, determines; (ii) sell all or substantially all of the assets of the Partnership or pledge all or substantially all of the assets of the Partnership; (iii) cause the Partnership to carry such insurance as the General Partner deems to be appropriate and adequate to protect the Partnership and the General Partner as provided in Section 11.4 hereof; (iv) submit any Partnership claim or liability to arbitration or reference; (v) change the Partnership Accountants; (vi) execute, acknowledge (if appropriate) and deliver any and all instruments to effect any and all of the foregoing; (vii) execute, deliver and perform all of the Operative Documents to which it is a party and all such further documents, writings, agreements, certificates, acknowledgments, applications and instruments incidental thereto, in each case as the same may be amended, modified, supplemented or replaced from time to time; and (viii) execute, acknowledge (if appropriate) and file or record such applications, notices, certifications and other documents with such Federal, state or local governmental agencies

12

as may be necessary or appropriate. In connection with the foregoing, it is agreed that any instrument, agreement or other document executed by the General Partner while acting in the name and on behalf of the Partnership shall be deemed to be an action of the Partnership as to any third parties (including each Limited Partner as a third party for such purposes).

(b)    The General Partner shall take or cause to be taken all actions that the General Partner reasonably and in good faith deems to be necessary or appropriate for carrying out the purposes of the Partnership in accordance with the terms and provisions of this Agreement and the requirements of applicable laws and regulations and for continuing the Partnership’s valid existence as a limited partnership under the laws of the State of Florida. The General Partner shall have the right, on behalf of the Partnership, to designate irrevocably or otherwise one or more Persons an attorney-in-fact to act on behalf of the Partnership. Nothing in this Agreement shall preclude the engagement, at the expense of the Partnership, of any agent or Person, to manage or provide other services in respect of the Partnership, subject to the control of the General Partner.

Section 11.2    Devotion of Time and Other Business. The General Partner shall devote to the Partnership’s affairs such time, on a nonexclusive basis, as is necessary to perform its duties as General Partner hereunder. The General Partner shall use its judgment in causing its officers diligently to pursue and to apply their general skills, time and effort to the General Partner’s duties to the extent reasonably necessary to manage the affairs of the Partnership. Nevertheless, the officers of the General Partner shall not be required to devote their full time to Partnership affairs, except to the extent necessary from time to time for the proper performance of its duties hereunder, and may engage in other businesses, including businesses identical or similar to the Partnership’s business. Neither the General Partner nor any of its shareholders, officers or directors shall be obligated to present any particular investment opportunity to the Partnership, even if the opportunity is of a character which, if presented to the Partnership, could be taken by the Partnership. The General Partner and its shareholders, officers or directors shall have the right to take for their own account, or to recommend to others, any investment opportunity without liability to the Partnership or the Limited Partners.

Section 11.3    Exculpation. Neither the General Partner nor any of its shareholders, officers, directors, representatives or agents shall be liable, responsible or accountable in damages or otherwise to the Partnership or any Limited Partner, individually or collectively, for any loss, liability, damage or expense incurred by reason of any act or omission performed or omitted by such Person either on behalf of the Partnership or in furtherance of the interests of the Partnership, and in a manner believed in good faith by such Person to be within the scope of the authority granted to the General Partner by this Agreement or by law, so long as such Person is not determined by a final adjudication of

13

a court of competent jurisdiction to be guilty of gross negligence or gross misconduct with respect to such act or omission.

Section 11.4    Indemnification. The General Partner and its direct and indirect shareholders, officers, directors, representatives and agents shall be held harmless and be indemnified by the Partnership for any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys’ fees) suffered by virtue of any acts or omissions or alleged acts or omissions arising out of such Person’s activities either on behalf of the Partnership or in furtherance of the interests of the Partnership, and in a manner believed in good faith by such Person to be within the scope of authority conferred on the General Partner by this Agreement or law, so long as such Person is not determined by a final adjudication of a court of competent jurisdiction to be guilty of gross negligence or gross misconduct with respect to such acts or omissions. Such indemnification or agreement to hold harmless shall only be recoverable out of the assets of the Partnership, including insurance proceeds, if any, and not from the Limited Partners; provided, however, that while the Operative Documents remain in effect, such indemnification may only be paid out of assets that are properly in the Borrower’s Account (as defined in the Operative Documents). The General Partner and each director of the General Partner shall have the right (and no other Person shall have the right) to select its own attorney, if it makes a reasonable showing that the Partnership attorney cannot adequately represent its interest. If and to the extent that funds properly in the Borrower’s Account are available therefor, the Partnership shall pay the expenses incurred by an indemnified Person before the final disposition of any suit or proceeding, but only after the indemnified Person delivers to the Partnership an undertaking promising to repay amounts so expended by the Partnership if it is later adjudicated or determined that the Person is not entitled to indemnification under this Agreement.

Section 11.5    Miscellaneous Management Matters. The General Partner may rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other document it believes to be genuine and to have been signed or presented by the proper party or parties. The General Partner may consult with any attorneys, accountants, appraisers, management consultants, investment bankers and other consultants it selects (who may also serve as consultants for the Partnership). An opinion by any consultant on a matter which the General Partner believes to be within the consultant’s professional competence shall be complete protection as to any action or omission by the General Partner based in good faith on the opinion. The General Partner shall not be responsible to the Limited Partners for the misconduct, negligence, acts or

14

omissions of any consultant or agent of the Partnership, or the General Partner and assumes no obligations as to these consultants or agents except to use due care in selecting them.

Section 11.6    Execution of Partnership Instruments. The General Partner may execute all deeds, leases, notes, mortgages, joint venture or partnership agreements, contracts, certificates, correspondence and any and all other instruments executed on the Partnership’s behalf, in substantially the following form or in any other manner consistent with applicable law:

Lake Cogen, Ltd.,
a Florida limited partnership
By:	NCP Lake Power Incorporated,
	Its General Partner
By
	(Name of authorized representative)
Its
	(Title)

The General Partner has the right to authorize other Persons to execute such documents and instruments on the Partnership’s behalf as the General Partner deems appropriate.

Section 11.7    Restrictions. Notwithstanding anything to the contrary contained in this Agreement, the affirmative vote of 100% of the General Partner interests and two-thirds of the Limited Partner interests by holders thereof properly authorized and entitled to vote such interests in accordance with all applicable laws and agreements relating thereto shall be necessary to take any of the following actions:

(a)     the filing of a voluntary petition in bankruptcy or the commencement of a voluntary case by the Partnership under any applicable bankruptcy, insolvency, reorganization, arrangement, adjustment, relief or composition of indebtedness or other similar law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such law, or the application for or consent to the appointment of a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership

15

or any substantial part of its properties, or the taking of any action in contemplation of any of the foregoing or to liquidate, dissolve or wind up the Partnership;

(b)      any amendment to this Section 11.7 or Section 16.1 hereof; or

(c)      (i) any merger, amalgamation, consolidation or similar transaction involving the Partnership or (ii) any sale, transfer or distribution of all or substantially all of the assets of the Partnership to any other Person or any similar transaction involving the Partnership.

Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable law, any vote relating to the actions specified in Sections 11.7(a), 11.7(b) or 11.7(c) hereof shall be taken only after strictly following the procedures set forth below:

(1)     such action must be recommended in writing by the President of the General Partner;

(2)     such action must be approved by 100% of the members of the Board of Directors of the General Partner by resolution at a meeting to be held not less than two business days after receipt by each member of the Board of Directors of the General Partner of the written recommendation from the President of the General Partner referred to above;

(3)     the vote of the holders of General Partner interests and the holders of Limited Partner interests approving such action may be taken only at a special meeting of holders of such interests (to be held in person and not by written action in lieu of a meeting) called for the purpose of approving such action, and notice of such meeting shall be delivered to each of such holders not less than ten (10) business days prior to the date of such special meeting;

(4)     (A) no member of the Board of Directors of the General Partner may validly waive receipt of the written recommendation referred to in clause (2) above and (B) no holder of General Partner interests or Limited Partner interests may validly waive receipt of the notice referred to in clause (3) above; and

(5)     so long as the Participation Agreement shall remain in effect, true and complete copies of each of (x) the written recommendation of the President of the General Partner referred to in clause (1) above, (y) any resolutions relating to such written recommendation adopted by the Board of Directors of the General Partner and (z) the notice of the special meeting of the holders of the General Partner interests

16

and Limited Partner interests referred to in clause (3) above shall be delivered by hand to (A) the Owner Participant, Transportation and Industrial Funding Division - 6th Floor, 1600 Summer Street, Stamford, Connecticut 06927, Attention: Manager - Energy and Portfolio Administration, with copies to the attention of each of the Managing Counsel and the General Counsel and (B) Susan Webster, Esq., Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019, (I) in the case of clause (x) above, at the same time such written recommendation is delivered to the members of the Board of Directors of the General Partner, (II) in the case of clause (y) above, promptly following the adoption by the Board of Directors of the General Partner of such resolution and (III) in the case of clause (z) above, at the same time such notice is delivered to the holders of the General Partner interests and the Limited Partner interests.

Any action purported to be taken by the Partnership or the General Partner that is not taken in strict accordance with the procedures set forth in clauses (1) through (5) above shall be deemed to be invalidly taken and shall be deemed to be null and void ab initio (although such actions may be later taken if such procedures are strictly followed at such later time).

(d)      So long as the Participation Agreement shall remain in effect, notwithstanding anything to the contrary contained herein but in addition to the provisions set forth in this Section 11.7, any action specified in Section 11.7(b) or 11.7(c) hereof shall not be taken without the prior written consent of the Owner Participant. Any such action purported to be taken by the Partnership without such prior written consent shall be deemed to be null and void ab initio.

Section 11.8    Acknowledgment of General Partner Assignment. The Limited Partners acknowledge that the General Partner will assign its interest in the Partnership to the Owner Participant, as agent for the Secured Parties under certain of the Operative Documents, pursuant to the Assignment of Partnership Interests, and the Limited Partners expressly consent to such assignment. The Limited Partners acknowledge and agree that (i) except and only to the extent expressly set forth in Section 2.02 of the Assignment of Partnership Interests, the Owner Participant (and not the General Partner) is entitled to exercise any and all voting and/or consensual rights and management powers of the General Partner that are granted hereunder or under the Act (including without limitation, the rights and powers of the General Partner described in Article XI hereof) and (ii) any such exercise of such rights and powers by the Owner Participant shall be deemed the valid exercise of such rights or powers by the General Partner hereunder. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Owner Participant shall foreclose or exercise any similar remedy under

17

the Assignment of Partnership Interests with respect to the interests of the General Partner assigned thereunder (or if the General Partner shall transfer or assign such interest in lieu of foreclosure) (such a foreclosure, transfer or assignment being herein referred to as a “Section 11.8 Transfer”), subject only to the execution and delivery by a purchaser, transferee or assignee (each a “Section 11.8 Transferee”) in connection with such Section 11.8 Transfer of a Substitute General Partner Agreement (as defined in Section 14.6 hereof), none of the restrictions set forth in Articles XIII or XIV hereof shall be applicable to any such Section 11.8 Transferee and upon the completion of such Section 11.8 Transfer the Section 11.8 Transferee shall immediately become a Substitute General Partner. The Limited Partners hereby irrevocably consent and agree to the admission of any Section 11.8 Transferee as a Substitute General Partner and agree to promptly execute and deliver upon request any and all instruments, certificates and further assurances of such consent and the admission of such Section 11.8 Transferee as a Substitute General Partner.

ARTICLE XII

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

Section 12.1    No Right to Participate in Management. The Limited Partners shall not, and shall have no right to, participate in the control, conduct or operation of the Partnership or the Partnership’s business, and shall have no right or authority to act for or bind the Partnership; provided, however, that the Limited Partners may select a Person to act for and bind the Partnership during the winding up period following dissolution of the Partnership pursuant to, and subject to the conditions of, Section 15.3(a) hereof in the event that the General Partner is no longer a general partner of the Partnership and no Substitute General Partner exists. A Limited Partner shall not be deemed to participate in the management or control of the Partnership solely by virtue of consulting with and advising the General Partner with respect to the business of the Partnership or exercising any rights or powers which the Limited Partners are permitted to exercise pursuant to this Agreement and Section 620.159 of the Act.

Section 12.2    Limited Liability. No Limited Partner or assignee of a Limited Partner shall have any liability whatsoever for any debts, liabilities or other obligations of the Partnership, beyond the amount of such Limited Partner’s Capital Contribution pursuant to Section 6.1(a) hereof; provided, however, that each Limited Partner may be required to return any Distributions made to such Limited Partner (with interest thereon) in violation of Section 620.147 of the Act. A Limited Partner, as such, shall not be personally liable for any obligations of the Partnership,

18

and shall not be obligated to make loans to the Partnership. As specified in Section 11.4 hereof, the Limited Partners shall not be required to indemnify the General Partner except out of Partnership assets.

Section 12.3    Matters Subject to Vote. The Limited Partners shall not be entitled to vote on, or consent to, any matters except as expressly provided for in this Agreement or as otherwise required by law.

Section 12.4    Call of Meetings and Written Consents. The General Partner may call a meeting of the Limited Partners for a vote, or may call for a vote or consent without a meeting. The General Partner shall call a meeting of the Limited Partners for a vote, or shall call for a vote or consent without a meeting, within twenty (20) days after receiving a written request from Limited Partners holding twenty percent (20%) or more of the aggregate Limited Partnership Interests for a vote or consent with respect to any matter as to which any or all of the Limited Partners may vote or consent pursuant to Section 12.3 hereof. The General Partner’s notice of a meeting shall state the time and place of the meeting, and the general nature of the business to be transacted; if no meeting is called, the General Partner’s notice shall state the matter or matters as to which a vote or consent is being sought and the date on which such votes or consents shall be counted. The date of the meeting, or the date on which votes or consents shall be counted, shall be no less than ten (10) nor more than sixty (60) days after the mailing of the General Partner’s notice. The meeting, if any, shall be held at the Partnership’s principal place of business or at such other location as the General Partner shall state in the notice. The Partnership shall bear all expenses of the notification and meeting or vote or consent.

Section 12.5    Manner of Voting. Each Limited Partner shall be entitled to cast votes (a) at a meeting, in person, by written proxy or by a signed writing directing the manner in which the vote is to be cast, which writing must be received by the General Partner before the meeting or (b) without a meeting, by a signed writing indicating the matter as to which the vote or consent is effective and, if a vote, whether it is in support of or opposition to such matter, which writing must be received by the General Partner at or before the time and date on which the votes or consents are to be counted. Only the votes or consents of Limited Partners of record on the date on which the General Partner sends its notice, whether at a meeting or otherwise, shall be counted. The General Partner shall be entitled to vote its Limited Partnership Interest, if any, for all matters in the same fashion as other Limited Partners. If a proposal is approved by an action of the Limited Partners taken without a meeting, the written vote or consent shall set forth the action to be taken and shall be signed by Limited Partners owning, in

19

the aggregate, not less than the minimum percentage of the aggregate Limited Partnership Interest that would be necessary to authorize or take such action at a meeting at which all the Limited Partners were present and voted.

Section 12.6    Limitations. No Limited Partner shall have the power to: (a) withdraw from the Partnership or reduce its contribution to the capital of the Partnership; (b) except as may be otherwise required by law, cause the dissolution and termination of the Partnership by court decree or otherwise; or (c) demand or receive property other than cash in return for such Limited Partner’s Capital Contribution. No specific time has been agreed upon for the repayment of any Limited Partner’s Capital Contribution.

Section 12.7    Compensation and Reimbursement. No salary or other compensation shall be paid to any Limited Partner.

Section 12.8    Investment Opportunities. No Limited Partner shall be obligated to present any investment opportunity to the Partnership, even if the opportunity is of a character that could be taken by the Partnership if presented to it. Each Partner shall have the right to take for its own account, or to recommend to others, any investment opportunity presented to it.

Section 12.9    Acknowledgment of Limited Partner Assignment. The General Partner acknowledges that the Limited Partners will assign their interest in the Partnership to the Owner Participant, as agent for the Secured Parties under certain of the Operative Documents, pursuant to the Assignment of Partnership Interests, and the General Partner expressly consents to such pledge. The General Partner acknowledges and agrees that (i) except and only to the extent expressly set forth in Section 2.02 of the Assignment of Partnership Interests, the Owner Participant (and not the Limited Partners) is entitled to exercise any and all voting and/or consensual rights of the Limited Partners that are granted hereunder or under the Act and (ii) any such exercise of such rights and powers by the Owner Participant shall be deemed the valid exercise of such rights by the Limited Partners hereunder. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Owner Participant shall foreclose or exercise any similar remedy under the Assignment of Partnersship Interests with respect to the interests of the Limited Partners assigned hereunder (or if the Limited Partners shall transfer or assign such interest in lieu of foreclosure) (such a foreclosure, transfer or assignment being herein referred to as a “Section 12.9 Transfer”), none of the restrictions set forth in Article XIII hereof shall be applicable to any purchaser, transferee or assignee (each a Section 12.9 Transferee) in connection with such Section 12.9 Transfer and upon the completion of such Section 12.9 Transfer, the Section 12.9 Transferee shall immediately become a Substitute Limited

20

Partner. The General Partner hereby irrevocably consents and agrees to the admission of any Section 12.9 Transferee as a Substitute Limited Partner and agrees to promptly execute and deliver upon request any and all instruments, certificates and further assurances of such consent and the admission of such Section 12.9 Transferee as a Substitute Limited Partner.

ARTICLE XIII

ASSIGNMENT OF PARTNERSHIP INTERESTS

Section 13.1    Restrictions on Transfers. Except as otherwise provided in the Operative Documents, no Partner shall directly or indirectly, voluntarily, involuntarily or by operation of law, convey, exchange, assign, mortgage, encumber, hypothecate, pledge, sell or otherwise transfer (each a “Transfer”) all or any portion of its interest in the Partnership or enter into any agreement to do so, except in accordance with the provisions of this Article XIII. Any attempted Transfer in violation of the terms of this Article XIII or any of the provisions of the Operative Documents shall be void and of no force or effect. As used herein, a “Transfer” shall be deemed to include a Transfer of any shares, voting rights or ownership interests which will result in a change in the identity of the Person or Persons exercising, or who may exercise, effective control of a Partner.

No Partner may Transfer any portion of its interest in the Partnership unless: (a) the Owner Participant shall have consented to the Transfer, which consent may be withheld in the sole and absolute discretion of the Owner Participant; (b) the Partnership and the Owner Participant shall have received the Required Opinion from counsel selected by, or reasonably acceptable to, the Partnership and the Owner Participant and, in the case of a Transfer involving a Limited Partner’s interest, the General Partner shall have consented in writing to such Transfer, which consent may be withheld in the sole and absolute discretion of the General Partner; (c) such Transfer shall not result in the Partnership being treated as an association taxable as a corporation under the Code; (d) such Transfer would not result in the Cogeneration Facility ceasing to be a “qualifying cogeneration facility” under PURPA; (e) the Transfer of the Partnership Interest, when added to any previous Transfer by any other Partner within a twelve (12) month period, would not cause the Partnership to be considered to be terminated under Section 708(b) of the Code, unless such Transfer has received the unanimous consent of the Partners; and (f) such Transfer would not cause a Default (as defined in Appendix A to the Participation Agreement).

Section 13.2    Intentionally Omitted.

21

Section 13.3    Rights of Assignee of Limited Partner. An assignee of a Partner’s Limited Partnership Interest or a portion thereof (an “Assignee”) who does not become a Substitute Limited Partner in accordance with the provisions of Section 13.4 hereof shall be subject, with respect to such Interest, to all of the restrictions upon a Limited Partner provided in this Agreement, but such Assignee shall not have the right to vote on any of the matters on which a Limited Partner would be entitled to vote and shall not have any other rights of a Partner other than the right to the Assignee’s share of Profits, Losses and Distributions. If the General Partner receives a notice of Transfer pursuant to Section 13.4 hereof, and if such Transfer is effected in compliance with this Article XIII, the Assignee shall become entitled to receive the transferring Limited Partner’s share of Profits, Losses and Distributions with respect to the Limited Partnership Interest so transferred and shall succeed to the transferring Limited Partner’s Capital Account with respect to the Limited Partnership Interest so transferred as of the end of the day on which the General Partner receives such notice; provided, however, that an Assignee shall become a Substitute Limited Partner only upon the satisfaction of the conditions for substitution set forth in Section 13.4 hereof.

Section 13.4    Substitution of Assignee of Limited Partner. An Assignee of all or any part of a Partner’s Limited Partnership Interest shall become a Substitute Limited Partner only if each of the following conditions are met:

(a)The General Partner and the Owner Participant consent thereto, which consent shall be in the sole and absolute discretion of the General Partner and the Owner Participant;

(b)The Assignee shall consent in writing, in a form prepared by or satisfactory to the General Partner, to be bound by the terms and conditions of this Agreement;

(c)The Assignee shall pay any expenses of the Partnership in connection with the substitution of such Assignee as a limited partner;

(d)The Assignee shall submit an instrument of assignment, duly executed by the assigning Limited Partner, in a form satisfactory to the General Partner, which instrument of assignment shall specify the portion of the Limited Partnership Interest assigned to such Assignee and shall set forth the transferring Limited Partner’s intention that the Assignee become a Substitute Limited Partner; and

(e)All requirements of the Act, including any amendment of the Certificate required by the Act, shall have been completed by the Assignee, the transferring Limited Partner and the Partnership, as the case may be.

22

The admission of a Substitute Limited Partner shall be effective as of the close of the day on which all of the conditions specified in this Section 13.4 have been satisfied.

A Substitute General Partner may be admitted only pursuant to the provisions of Article XIV or Section 11.8 hereof.

Section 13.5    Confirmation of Transfer of Limited Partnership Interest. If a Limited Partner Transfers all or any part of its Limited Partnership Interest as permitted by this Article XIII, such Limited Partner shall provide written confirmation of such Transfer to the General Partner, signed by both the transferring Limited Partner and its transferee, within thirty (30) days after the Transfer or, if earlier, by the fifteenth (15) day of the month following the fiscal year of the Partnership in which the Transfer occurred. This written confirmation shall include (a) the names and addresses of the transferring Limited Partner and the transferee, (b) the taxpayer identification numbers of the transferring Limited Partner and of the transferee, (c) the date of the Transfer and (d) the terms and conditions of the Transfer.

Section 13.6    Indemnification. Each Partner hereby agrees that it shall indemnify and hold harmless the Partnership, and in the case of an attempted Transfer by a Limited Partner, the General Partner, from and against any and all losses, costs, liabilities or economic disadvantages which result, directly or indirectly, from any attempt by such Partner to make a Transfer which does not comply with the requirements of this Article XIII.

Section 13.7    Bankruptcy of a Limited Partner. In the event of the bankruptcy of a Limited Partner, the trustee, conservator, administrator, receiver or other successor in interest of such Limited Partner shall have all the rights of such Limited Partner for the purpose of settling or managing its affairs and such power as such Limited Partner possessed to assign all or a part of its Limited Partnership Interest and to join with the assignee in satisfying the conditions precedent to such assignee becoming a Substitute Limited Partner. The bankruptcy of a Limited Partner shall not dissolve the Partnership. A Limited Partner’s successor in interest shall be liable for all obligations of the Limited Partner. In no event, however, shall such successor in interest become a Substitute Limited Partner, except in accordance with Section 13.4 hereof.

Section 13.8    Further Assignments. An Assignee of all or any portion of a Partner’s Partnership Interest pursuant to the terms hereof, who desires to make a further Transfer of such interest, shall be subject to all of the relevant provisions of this Article XIII to the same extent and in the same manner as the Partner making the initial Transfer of a Partnership Interest.

23

Section 13.9    Additional Limited Partner. No additional limited partner shall be admitted to the Partnership pursuant to the creation of additional Limited Partnership Interests in the Partnership without the approval of the General Partner and the Owner Participant.

ARTICLE XIV

REMOVAL, WITHDRAWAL AND REPLACEMENT OF THE GENERAL PARTNER

Section 14.1    Removal for Good Cause Only. The General Partner may be removed as general partner of the Partnership only for “Good Cause” upon the affirmative vote of a Majority in Interest of the Limited Partners required under Section 14.2 hereof. For purposes of this Section, the term “Good Cause” shall mean either (a) willful and continued neglect by the General Partner of its duties under this Agreement, which neglect has a material adverse effect on the Partnership or (b) a willful breach by the General Partner of its fiduciary duties to the Partnership or the Limited Partners including without limitation misappropriation of Partnership assets, fraud, dishonesty or bad faith exercise of management authority; provided, however, that with respect to any neglect or breach under clause (a) or (b) above, the effects of such neglect or breach has not been cured by the General Partner within forty-five (45) days after receipt of written notice from a Majority in Interest of the Limited Partners specifying such neglect or breach (the “Removal Notice”) or, if the effects of such neglect or breach cannot be cured within such forty-five (45)-day period, the failure by the General Partner to take good faith reasonable efforts within such period to commence a cure of the effects of such neglect or breach and to continue such efforts until such effects are cured.

Section 14.2    Vote. Subject to the provisions of Section 14.1 hereof, the vote of the majority in Interest of the Limited Partners, without the necessity for concurrence by the General Partner, may remove the General Partner for “Good Cause” as General Partner of the Partnership. The Removal Notice delivered to the General Partner shall specify, in addition to the actions deemed to constitute “Good Cause” for removal, the effective date for removal (the “Removal Date”), which effective date may not be prior to the date upon which a Person has agreed to become a Substitute General Partner and the Owner Participant shall have approved the selection of such Person in accordance with the provisions of this Article.

Section 14.3    Dispute Regarding Removal.

(a)In the event that a Majority in Interest of the Limited Partners cause delivery of a Removal Notice to remove the General Partner for “Good Cause” pursuant to Section 14.1

24

hereof, the General Partner shall have a period of thirty (30) days to provide notice to all of the Limited Partners of its intention to dispute the removal, in which case the Removal Date shall be tolled pending the resolution of the dispute. If, upon resolution of the dispute, the removal is overturned, the General Partner shall remain as the general partner of the Partnership.

(b)If the General Partner does not dispute removal or, upon resolution of the dispute, such removal is upheld, the General Partner shall cease to be a general partner effective on the Removal Date (as may be extended by the period required to secure the agreement by a Person to become a Substitute General Partner). The Partnership shall cause an accounting to be prepared at the expense of the General Partner from the end of the preceding fiscal year to the Removal Date. After receiving the Removal Notice, and prior to the Removal Date, the General Partner shall not transact any business on behalf of the Partnership other than in the ordinary course of business unless pursuant to a contract entered into and binding upon the Partnership prior to the date of receipt of the Removal Notice by the General Partner.

Section 14.4    Voluntary Withdrawal. So long as the General Partner has given written notice to the other Partners (and the Owner Participant, if applicable) and a Person has been selected and has agreed to become a Substitute General Partner in accordance with Sections 14.5 and 14.6 hereof, the General Partner may voluntarily withdraw from the Partnership as the general partner effective ninety (90) days after written notice (the “Withdrawal Notice”) to the Limited Partners (the “Withdrawal Date”); provided, however, that (i) such Withdrawal Date may not be prior to the date upon which a Person has agreed to become a Substitute General Partner in accordance with the terms hereof and (ii) so long as the Participation Agreement remains in effect, the General Partner may not withdraw without the prior written approval of the Owner Participant.

Section 14.5    Selection of a Substitute General Partner. The vote of a Majority in Interest of the Limited Partners is necessary to select a Substitute General Partner; provided, however, that so long as the Participation Agreement remains in effect, such selection of a General Partner shall be subject to the reasonable approval of the Owner Participant.

Section 14.6    Substitution. A Person shall become a Substitute General Partner and assume the rights, powers and responsibilities of the General Partner as provided in this Agreement when such Person delivers to the Partners a written agreement (the “Substitute General Partner Agreement”) executed by such Person within ten (10) days after such Person’s selection as a proposed Substitute General Partner, which Substitute General Partner Agreement shall set forth the following

25

agreements by such Person: (a) to be bound by this Agreement; (b) to assume the rights, powers and responsibilities of the General Partner pursuant to the terms of this Agreement accruing after such selection; (c) to amend this Agreement to reflect the withdrawal of the withdrawn General Partner and the appointment of such Substitute General Partner; (d) to perform the duties and the responsibilities of the General Partner; and (e) to record, file and publish any certificates or documents as may be appropriate to evidence or effect such withdrawal, substitution and release, including a Certificate of Amendment.

Section 14.7    Removed General Partner Not Liable. A removed General Partner shall not be liable for any actions of the Partnership occurring, or debts of the Partnership incurred, after the Removal Date.

Section 14.8    Intentionally Omitted.

Section 14.9    Conversion or Purchase of the General Partner’s Interest. The Partnership shall not make any payment to a removed or withdrawing General Partner in respect of its interest in the Partnership. Instead, within thirty (30) days after the Removal Date or the Withdrawal Date, the interest of the removed or withdrawing General Partner in the Partnership as of the Removal Date or Withdrawal Date shall be converted into an interest as a transferee of a Limited Partner that does not become a Substitute Limited Partner.

ARTICLE XV

DISSOLUTION, LIQUIDATION AND

TERMINATION OF THE PARTNERSHIP

Section 15.1    Events of Dissolution. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following:

(a)The date specified in Section 5.1 hereof;

(b)When all of the Partners have given their written consent to dissolve the Partnership;

(c)The removal or withdrawal of the last remaining General Partner, unless either (i) there is at least one other general partner and that general partner elects to continue the business of the Partnership or (ii) if there is no other general partner or there is a general partner but such general partner does not elect to continue the business of the Partnership, then, within 90 days after the withdrawal, all Limited Partners agree in writing to continue the business of the

26

Partnership and a successor General Partner is elected and admitted pursuant to the provisions of Article XIV hereof;

(d)The sale or other disposition of all or substantially all of the property of the Partnership;

(e)The continued conduct of the business of the Partnership becoming illegal;

(f)The General Partner files a voluntary petition in bankruptcy or is adjudged a bankrupt (each a “GP Bankruptcy Event”) unless a Substitute General Partner is selected and admitted pursuant to the provisions of Article XIV and all the other Partners agree to continue the Partnership within 90 days after the GP Bankruptcy; or

(g)The entry of a judicial decree of dissolution. Except as expressly set forth in (f) above, it is specifically agreed that the events described in Section 620.124 (4)(a)-(f) and (5)(a)-(c) of the Act, if applicable to the General Partner, will not cause the General Partner to cease to be the general partner of the Partnership and will not cause the dissolution of the Partnership. The involuntary dissolution of the General Partner shall not cause a dissolution of the Partnership if the General Partner is reinstated within 90 days after such involuntary dissolution.

Section 15.2    Right to Continue the Partnership’s Business. Upon the occurrence of any event which causes there to be no General Partner, Limited Partners holding 100% of the Limited Partner Interests (if they have the right to do so under applicable law), shall have the right, but not the obligation, exercisable within ninety (90) days from such event, to elect to continue the Partnership’s business provided that such election shall not be effective unless within such ninety (90) day period, a Majority in Interest of the Limited Partners appoints a Substitute General Partner in accordance with the terms of this Agreement. Notwithstanding anything contained in this Section 15.2 to the contrary, so long as the Participation Agreement remains in effect, if the Limited Partners are unable to find a Person to serve as the Substitute General Partner within sixty (60) days of the effective date of such removal or withdrawal, the Limited Partners must make a written offer to allow the Owner Participant or its designee to serve as the Substitute General Partner.

Section 15.3    Liquidation.

(a)Except as otherwise set forth in Section 15.2 hereof, upon dissolution of the Partnership, the General Partner shall take (or cause to be taken) a full accounting of the Partnership’s assets and liabilities as of the date of such dissolution and, subject to the right of the General Partner or

27

its successor to continue the business of the Partnership for the purpose of winding up its affairs, the General Partner shall proceed with reasonable promptness to liquidate the Partnership’s assets (including without limitation, by way of the sale, assignment, exchange, lease, sublease or other disposition of any or all of the assets of the Partnership) and to terminate its business; provided, however, that the assets of the Partnership which are, in the opinion of the General Partner, suitable for distribution in kind, may, in the sole and absolute discretion of the General Partner, be distributed in kind to the extent that the liquidation thereof is not necessary to satisfy the requirements of clauses (i), (ii) and (iii) below. In the event of the removal, withdrawal, dissolution or bankruptcy of the General Partner which causes the dissolution of the Partnership under Section 15.1, the winding up of the affairs of the Partnership and the liquidation of its assets shall be conducted by such Person as may be selected by a Majority in Interest of the Limited Partners and approved by the Owner Participant, which Person is hereby authorized to do any and all acts and things authorized by law for these purposes and is entitled to the compensation approved by a court of competent jurisdiction.

The cash proceeds from such liquidation shall be applied in the following order:

(i)First, to the payment of all taxes, debts and other obligations and liabilities of the Partnership, other than amounts owing to Partners, and all necessary expenses of liquidation thereof;

(ii)Second, to the establishing of reserves deemed reasonably necessary to satisfy contingent liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership;

(iii)Third, to the reduction, pro rata, among all such then outstanding loans, of first principal and then, to the extent available, interest on all loans made by the Partners to the Partnership; and

(iv)Fourth, to the Partners, in accordance with the relative amounts of the positive balances (if any) in their respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods.

(b)Except as provided above, the General Partner shall administer the liquidation of the Partnership and the termination of its business but shall receive no compensation. The General Partner shall be allowed a reasonable time for the orderly liquidation of the Partnership’s assets and the discharge of liabilities to creditors so as to minimize losses resulting from the liquidation of the Partnership’s assets.

28

Section 15.4    Termination. Upon compliance with the foregoing, the General Partner or other Person winding up the affairs of the Partnership as permitted hereunder, as the case may be, shall file or cause to be filed a Certificate of Cancellation of the Partnership and the Partnership thereupon shall be terminated.

Section 15.5    Compliance With Timing Requirements of Regulations. In the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XV to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners and pursuant to this Article XV may be:

(a)distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners and from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or

(b)withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.1    Amendments.

(a)Except for amendments made in accordance with Sections 11.7(b) or 16.1(b) hereof, this Agreement may be amended only with the written consent of the General Partner and a Majority in Interest of the Limited Partners.

29

(b)In addition to any amendments otherwise authorized herein, amendments may be made to this Agreement by the General Partner, acting without the consent of any Limited Partner: (i) to elect that the Partnership be governed by any successor statute of the State of Florida governing limited partnerships; or (ii) to substitute or admit any additional Limited Partners to the extent allowed by this Agreement.

Section 16.2    Notices. Any notice, payment, demand or communication required or permitted to be given by a Partner pursuant to any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party to whom the same is directed or five (5) business days after deposit in the United States mail, registered or certified, postage and charges prepaid, addressed to the other Partner, as applicable, at the applicable address specified on Exhibit B attached hereto. A Partner may change his or her address for purposes of notice by a writing sent in accordance with this Section 16.2 to the General Partner. Notices to the Owner Participant shall be given at the applicable address specified in Schedule I to the Participation Agreement.

Section 16.3    Power of Attorney. Each Limited Partner hereby makes, constitutes and appoints the General Partner (and each such Person appointed by the General Partner), with full power of substitution, such Limited Partner’s true and lawful attorney, for it and in its name, place, stead and benefit, to sign, execute, swear, file and record the Certificate, and, subject to any applicable consent requirements contained in this Agreement, to sign, execute, certify, swear, acknowledge, file and record any other documents, instruments and conveyances as may be necessary or appropriate to carry out the provisions or purposes of this Agreement or which may be required of the Partnership by law in Florida, or any other applicable jurisdiction, or by Federal or state securities laws or other applicable laws, including, without limitation, amendments to or cancellation and termination of the Certificate and fictitious business name statements. The foregoing grant of authority is hereby declared to be irrevocable and a power coupled with an interest and shall survive the bankruptcy or dissolution of any Person hereby giving such power and the transfer or assignment of the whole or any portion of the Limited Partnership Interest of such Person; provided, however, that in the event of a Transfer by such Limited Partner of all of such Limited Partner’s Limited Partnership Interest, the foregoing power of attorney of the transferor Limited Partner shall survive such transfer until such time, if any, as the transferee shall have been duly admitted to the Partnership as a Substitute Limited Partner.

Section 16.4    Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality and enforceability of the

30

remaining provisions, or of such provision in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 16.5    Application of Florida Law. This Agreement, and the application or interpretation hereof, shall be governed, construed and enforced in accordance with the laws of the State of Florida.

Section 16.6    Sole and Absolute Discretion. Except as otherwise provided in this Agreement, all actions which the General Partner and/or the Owner Participant may take and all determinations which the General Partner and/or the Owner Participant may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of such General Partner and/or the Owner Participant, as the case may be.

Section 16.7    Confidential Information. Each of the Partners shall treat and maintain as confidential any and all confidential and/or proprietary information, including without limitation financial information, technical information and know-how and development plans and strategies, received from or pertaining to the other Partner or any affiliate thereof, the Partnership or the Cogeneration Facility; provided, however, that the foregoing obligation shall not apply to information which (a) was or becomes known by such Partner or was or is generally available to the public through no breach of this Agreement by any Partner or (b) was or is disclosed to the public by a third party having the right to do so.

Section 16.8    Headings. Headings at the beginning of each Article and Section of this Agreement are solely for convenience and are not a part of this Agreement.

Section 16.9    Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof.

Section 16.10    Gender and Number. With respect to words used in this Agreement, the singular form shall include the plural form, the masculine gender shall include the feminine or neuter gender, and vice versa, as the context requires.

Section 16.11    Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns and personal representatives of the parties hereto, except to the extent of any contrary provision of this Agreement.

Section 16.12    Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require.

31

Section 16.13    Attorneys’ Fees. If any legal action or arbitration or other proceeding is brought by any party hereto for the enforcement of this Agreement or as a result of a breach, default or misrepresentation in connection with any of the provisions of this Agreement, any successful or prevailing party shall be entitled to recover from the party that does not prevail reasonable attorneys’ fees and other costs incurred by the prevailing party in such action or proceeding, in addition to any other relief to which that party may be entitled.

Section 16.14    Further Action. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

Section 16.15    Counterparts. This Agreement may be executed in counterparts by each of the Partners, all of which taken together shall be deemed one original.

Section 16.16    Covenant to Sign Documents. Each Partner shall execute, with acknowledgment or affidavit if required, all documents and writings reasonably necessary or expedient in the creation of the Partnership and the achievement of its purpose and the implementation of the provisions of this Agreement. Each Partner hereby represents and warrants that the individual signing this Agreement on its behalf is duly authorized to execute and deliver this Agreement on behalf of such Partner.

Section 16.17    Time of Essence. All times and dates in this Agreement shall be of the essence.

Section 16.18    Force Majeure. The respective obligations of each Partner, other than the obligation to pay money, shall be suspended while it is prevented from complying therewith, in whole or in part, by weather conditions, labor accidents or incidents, rules and regulations of any Federal, State, or other governmental agency, delays in transportation, inability to obtain necessary materials in the open market, or other cause of the same or other character beyond the reasonable control of such Partner. Any Partner asserting a force majeure condition shall immediately notify the other Partners in writing of the occurrence of such condition, and the estimated duration thereof. Each Partner shall cooperate so as to remedy any force majeure condition as expeditiously as reasonably possible.

Section 16.19    No Partition. No Partner nor any legal representative, successor, heir or assignee of any Partner shall have the right to partition the Partnership Property or any part thereof or interest therein, or to file a complaint or institute any proceeding at law or in equity to partition the Partnership Property or any part thereof or interest therein. Each Partner,

32

for itself and its legal representatives, heirs, successors and assigns, hereby waives any such rights. The Partners intend that during the term of this Agreement, the rights of the Partners and their successors in interest, as among themselves, shall be governed solely by the terms of this Agreement and, to the extent consistent with this Agreement, by the Act.

Section 16.20    Not for Benefit of Creditors. The provisions of this Agreement are intended only for the regulation of relations among Partners, putative Partners and the Partnership. In addition, the provisions of this Agreement set forth in Articles VI, XI, XII, XIII, XIV, XV and XVI are intended to benefit the Owner Participant, Owner Trustee and their affiliates and may be enforced by them in their own name against the parties hereto. Subject to the exception in the preceding sentence, this Agreement is not intended for the benefit of non-Partner creditors and does not grant any rights to non-Partner creditors.

Section 16.21    Withholding. The General Partner shall comply with any income tax withholding obligations that may be imposed from time to time by the Code with respect to distributions or income allocations to Partners.

Section 16.22    Representations of Limited Partners. Each Limited Partner represents to the Partnership and the General Partner that: (a) it is acquiring its Limited Partnership Interest for its own account for investment and not with a view to or for sale in connection with any distribution of such Limited Partnership Interest (but subject, nevertheless, to any requirement of law that the disposition of its property remain within its control at all times); (b) it understands that the interests in the Partnership have not been registered under the Securities Act or the applicable securities laws of Florida or any other state, and must be held indefinitely unless the interests are so registered or an exemption from such registration is available; (c) it has such knowledge and experience in business matters that it is capable of evaluating the risks and merits of its investment in the Partnership; and (d) it has received and reviewed the material agreements and other documents relating to the Partnership and/or its business and such other information, oral or written, as it has requested, having been afforded the opportunity to ask questions of the General Partner and to obtain any additional information that it has deemed appropriate.

Section 16.23    Waiver. No waiver of any provision of this Agreement shall be deemed effective unless contained in a writing signed by the party against whom the waiver is sought to be enforced. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy, and no waiver of any breach or failure to perform shall be deemed a waiver of any

33

subsequent breach or failure to perform or of any other right arising under this Agreement.

Section 16.24    Construction. Every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner.

Section 16.25    Incorporation by Reference. Every exhibit, schedule and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

“GENERAL PARTNER”
NCP LAKE POWER INCORPORATED,
a Delaware corporation
By:	/s/ Kenneth M. Ross
	Kenneth M. Ross
	Vice President
“LIMITED PARTNER”
LAKE INVESTMENT, L.P.,
a Delaware limited partnership
By NCP Lake Power Incorporated,
its general partner
By:	/s/ Kenneth M. Ross
	Kenneth M. Ross
	Vice President

34

EXHIBIT A

FIRST

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.

Contributions by Partners

Pursuant to Section 6.1

Name	Contribution
NCP Lake Power Incorporated	$	10.00
Lake Investment, L.P.	$	990.00

A-1

EXHIBIT B

FIRST

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.

Partnership Interests

The Partnership Interests of the Partners shall be as follows:

General Partner:	Partnership Interest
NCP Lake Power Incorporated 1100 Town & Country Road, Suite 800 Orange, California 92668	1.00	%

Limited Partner:	Partnership Interest
Lake Investment, L.P., a Delaware limited partnership 1100 Town & Country Road, Suite 800 Orange, California 92668	99.00	%

B-1

EXHIBIT C

FIRST

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.

Certain capitalized terms used in the Agreement have the following meanings:

“Act” shall mean the Florida Revised Uniform Limited Partnership Act, as amended from time to time.

“Adjusted Capital Account Deficit” shall mean, with respect to any Limited Partner, the deficit balance, if any, in such Limited Partner’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Limited Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Affiliate” shall mean a Person (including a Subsidiary) which directly or indirectly controls, or is controlled by, or is under common control with, another Partner, including any limited partnership of which such other Partner or any Subsidiary or Affiliate of such other Partner is the general partner.

“Agreement” or “Partnership Agreement” shall mean this Limited Partnership Agreement, as amended from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless the context otherwise requires.

“Assignee” shall mean a Person who has acquired from a Partner a beneficial interest in Profits, Losses and Distributions, but who is not a Substitute Limited Partner or Substitute General Partner.

C-1

“Assignment of Partnership Interests” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Bankruptcy Code” shall have the meaning set forth in Section 15.1 hereof.

“Borrower’s Account” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Capital Account” shall mean, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(i)To each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership Property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3 or Section 4 of Exhibit D hereof, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership.

(ii)To each Partner’s Capital Account there shall be credited such Partner’s Capital Contributions, such Partner’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 3 or Section 4 of Exhibit D hereof, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any Property distributed to such Partner.

(iii)In the event all or a portion of an interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

(iv)In determining the amount of any liability for purposes of clauses (i) and (ii) hereof, there shall be taken into account Section 752(c) of the Code and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-l(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership or Partners), are computed in order to comply with such

C-2

Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner pursuant to Article XV hereof upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-l(b)(2)(iv)(g) and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

“Capital Contribution” shall mean, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the interest in the Partnership held by such Partner. The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Partnership by the maker of the note shall not be included in the Capital Account of any Partner until the Partnership makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2).

“Cash Available for Distribution” shall mean, at any time, such cash on hand and in financial institutions as in the General Partner’s sole and absolute discretion is then available for distribution to the Partners (as permitted by the Operative Documents) after (i) all costs and expenses incurred by or on behalf of the Partnership have been paid or reimbursed and all current debts and obligations of the Partnership have been paid or provisions therefor have been made, (ii) reserves have been set aside by the General Partner (which reserves shall be determined by the General Partner in its sole and absolute discretion) and (iii) adequate provision has been made for the satisfaction of debt service requirements (if any).

“Certificate” shall mean the Certificate of Limited Partnership.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Commercial Operation Date” shall mean the date on which the Facility achieves Commercial Operation (as defined in the Cogeneration Facility Turnkey Construction Contract dated as of February 5, 1992, between the Partnership and National Energy Production Corporation, a Washington corporation).

C-3

“Cogeneration Facility” shall mean the cogeneration facility being developed and constructed by the Partnership in Lake County, Florida.

“Construction Loan Agreement” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Depreciation” shall mean, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.

“Distribution” shall mean any distribution by the Partnership to the Partners, as provided in Section 7.1 hereof.

“Effective Date” shall mean July 24, 1992.

“Escrow Agreement” shall have the meaning set forth in Appendix A to the Participation Agreement.

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States, consistently applied.

“General Partner” shall mean NCP Lake, in its capacity as general partner of the Partnership, and any Partner who has been admitted to the Partnership as a Substitute General Partner in accordance with Article XIV hereof.

“Good Cause” shall have the meaning set forth in Section 14.1 hereof.

“Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i)The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the Partnership;

C-4

(ii)The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (A) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property as consideration for an interest in the Partnership; and (C) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however that adjustments pursuant to clauses (A) and (B) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(iii)The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and

(iv)The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) of the Code or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m) and Section 7.5(g) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to the provisions of this clause (iv) to the extent the General Partner determines that an adjustment pursuant to clause (ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to clause (i), (ii) or (iv) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“Lease” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Limited Partner and Limited Partners” shall have the meanings set forth in the introduction to this Agreement. The terms “Limited Partner” and “Limited Partners” also shall mean, for purposes of Exhibit D, the maintenance of Capital Accounts, and the distribution provisions of this Agreement, an Assignee or Assignees of a Limited Partnership Interest or Limited Partnership Interests, as the context requires.

C-5

“Limited Partnership Interest” shall mean, as to any Limited Partner, the proportion that the Partnership Interest of such Limited Partner (as such) bears to the sum of the Partnership Interests of all Limited Partners (as such).

“Majority in Interest of the Limited Partners” shall mean, at any time, those Limited Partners that own of record more than fifty percent (50%) of the aggregate Limited Partnership Interests.

“NCP” shall mean North Canadian Power Incorporated, a California corporation.

“NCP Lake” shall mean NCP Lake Power Incorporated, a Delaware corporation.

“Nonrecourse Deductions” shall have the meaning given to such term in Section 1.704-2(b)(1) of the Regulations.

“Nonrecourse Liability” shall have the meaning given to such term in Section 1.704-2(b)(3) of the Regulations.

“Operative Documents” shall have the meaning set forth in Appendix A to the Participation Agreement and any replacements of such instruments or agreements from time to time entered into with the same parties, new parties or lenders or with any combination thereof.

“Owner Participant” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Owner Trustee” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Participation Agreement” shall mean the Participation Agreement dated as of July 29, 1992, among the Partnership, TIFD III-C Inc., The Citizens & Southern National Bank of Florida and General Electric Capital Corporation.

“Partner” shall mean the General Partner, the Limited Partners and any other Person who becomes a Substitute General Partner or Limited Partner, pursuant to the terms of this Agreement. The term “Partner” also shall mean, for purposes of Exhibit D, the maintenance of Capital Accounts, and the distribution provisions of this Agreement, an Assignee of a Partner.

“Partner Nonrecourse Debt Minimum Gain: shall mean an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

C-6

“Partner Nonrecourse Debt” shall have the meaning set forth in Section 1.704-2(b)(4) of the Regulations.

“Partner Nonrecourse Deductions” shall have the meaning set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

“Partnership” shall mean Lake Cogen, Ltd., a Florida limited partnership, as such partnership may from time to time be constituted.

“Partnership Accountants” shall have the meaning set forth in Section 9.6 hereof.

“Partnership Interest” for each Partner shall be as set forth on Exhibit B hereof.

“Partnership Minimum Gain” shall have the meaning set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

“Partnership Property” shall mean the Partnership’s right, title and interest in all property of the Partnership, whether real, personal or mixed, whether tangible or intangible.

“Person” shall mean any natural person, firm, partnership, trust estate, association, corporation or other entity.

“Profits” and “Losses” for each fiscal year or other period beginning on or after the Effective Date, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(i)Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii)Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as expenditures for purposes of Section 705(a)(2)(B) of the Code pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

(iii)In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to clause (ii) or (iii) of the definition thereof, the amount of such adjustment shall be

C-7

taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv)Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v)In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed in accordance the definition of Depreciation above; and

(vi)Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 3 or Section 4 of Exhibit D hereof shall not be taken into account in computing Profits or Losses.

“Regulations” shall mean the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Removal Date” shall have the meaning set forth in Section 14.2 hereof.

“Removal Notice” shall have the meaning set forth in Section 14.1 hereof.

“Required Opinion” shall mean an opinion of counsel, the form of which shall be reasonably acceptable to the General Partner and the Owner Participant, that a specified Transfer of a Limited Partnership Interest (i) may be effected without registration under the Securities Act, (ii) will not result in the violation of any applicable state securities laws, (iii) will not result in a termination of the Partnership under the Code, (iv) will not result in the Partnership being treated as an association taxable as a corporation under the Code, (v) will not result in the Partnership or any Affiliate of a Partner becoming subject to regulation under the Public Utility Holding Company Act of 1935 (or the rules and regulations promulgated thereunder) or becoming otherwise subject to increased regulatory burdens, (vi) will not result in the Cogeneration Facility ceasing to be exempt from regulation as a result of changing its status as a “qualifying cogeneration facility” under the Public Utilities Regulatory Policies Act of 1978 (or the rules and regulations promulgated thereunder), (vii) will not constitute a violation of or default under the Operative Documents and (viii) such other matters as are reasonably required by the General Partner.

C-8

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security” shall mean a “security” within the meaning of Section 2(1) of the Securities Act.

“Subsidiary” shall mean, with respect to a Person, a corporation in which such Person owns, directly or indirectly, more than 50% of the Voting Stock.

“Substitute General Partner” shall mean a Person who has assumed the rights, powers and responsibilities of the General Partner pursuant to Article XIV hereof.

“Substitute General Partner Agreement” shall have the meaning set forth in Section 14.6 hereof.

“Substitute Limited Partner” shall mean an Assignee who has become a Limited Partner pursuant to Article XIII hereof, having all of the rights of the transferring Limited Partner, including without limitation, the right to vote on any of the matters on which a Limited Partner is entitled to vote pursuant to this Agreement.

“Tax Matters Partner” shall have the meaning set forth in Section 8.2 hereof.

“Transfer” shall have the meaning set forth in Section 13.1 hereof.

“Voting Stock” shall mean securities, the holders of which are ordinarily, in the absence of contingencies, entitled to elect the corporate directors (or Persons performing a similar function).

“Withdrawal Date” shall have the meaning set forth in Section 14.4 hereof.

“Withdrawal Notice” shall have the meaning set forth in Section 14.4 hereof.

C-9

EXHIBIT D

FIRST

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.

Allocation of Profits and Losses

1.Profits. After giving effect to the special allocations set forth in Sections 3 and 4 hereof, Profits for any fiscal year shall be allocated to the Partners in proportion to the Partnership Interest of each Partner.

2.Losses. After giving effect to the special allocations set forth in Sections 3 and 4 hereof, Losses for any fiscal year shall be allocated as follows:

(a)Except as provided in Section 2(b) hereof, Losses shall be allocated to the Partners in proportion to the Partnership Interest of each Partner.

(b)The Losses allocated pursuant to Section 2(a) hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Limited Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year. All Losses in excess of the limitation set forth in this Section 2(b) shall be allocated to the General Partner.

3.Special Allocations. The following special allocations shall be made in the following order:

(a)Partnership Minimum Gain Chargeback. Except as provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Exhibit D, if there is a net decrease in Partnership Minimum Gain during any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and l.704-2(j)(2) of the Regulations. This Section 3(a) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith.

D-1

(b)Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Exhibit D except Section 3(a) hereof, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 3(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith.

(c)Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2) (ii) (d)(4), (5) or (6) of the Regulations, items of Partnership income and gain shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 3(c) shall be made only if and to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Exhibit D have been tentatively made as if this Section 3(c) were not in the Agreement.

(d)Gross Income Allocation. In the event any Limited Partner has a deficit Capital Account at the end of any Partnership fiscal year which is in excess of the sum of (i) the amount such Limited Partner is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g) and 1.704-2(i) (5), each such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3(d) shall be made only if and to the extent that such Limited Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Exhibit D have been tentatively made as if this Section 3(d) and Section 3(c) hereof were not in the Agreement.

D-2

(e)Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partners in proportion to the Partnership Interest of each Partner.

(f)Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any fiscal year or other period shall be allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(g)Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Regulations Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

4.Curative Allocations.

(a)The “Regulatory Allocations” consist of the “Basic Regulatory Allocations,” as defined in Section 4(b) hereof, the “Nonrecourse Regulatory Allocations,” as defined in Section 4(c) hereof, and the “Partner Nonrecourse Regulatory Allocations,” as defined in Section 4(d) hereof.

(b)The “Basic Regulatory Allocations” consist of (i) allocations pursuant to the last sentence of Section 2(b) hereof, and (ii) allocations pursuant to Sections 3(c), 3(d) and 3(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 4(b) shall only be made with respect to allocations pursuant to Section 3(g) hereof to the extent the General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement.

D-3

(c)The “Nonrecourse Regulatory Allocations” consist of all allocations pursuant to Sections 3(a) and 3(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 4(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease, and (ii) allocations pursuant to this Section 4(c) shall be deferred with respect to allocations pursuant to Section 3(e) hereof to the extent the General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3(a) hereof.

(d)The “Partner Nonrecourse Regulatory Allocations” consist of all allocations pursuant to Sections 3(b) and 3(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 4(d) shall be made with respect to allocations pursuant to Section 3(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease, and (ii) allocations pursuant to this Section 4(d) shall be deferred with respect to allocations pursuant to Section 3(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3(b) hereof.

(e)The General Partner shall have reasonable discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 4(b), 4(c) and 4(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ii) divide all allocations pursuant to Sections 4(b), 4(c) and

D-4

4(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

5.Other Allocation Rules.

(a)For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Section 706 of the Code and the Regulations thereunder.

(b)Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the year.

(c)The Partners are aware of the income tax consequences of the allocations made by this Exhibit D and hereby agree to be bound by the provisions of this Exhibit D in reporting their shares of Partnership income and loss for income tax purposes.

(d)Solely for the purpose of determining a Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), the Partners’ interests in Partnership profits shall be in proportion to each Partner’s Partnership Interest.

(e)To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the General Partner shall endeavor to treat Distributions as having been made from proceeds of Nonrecourse Liabilities or Partner Nonrecourse Debt only to the extent that such Distributions would cause or increase an Adjusted Capital Account Deficit for any Limited Partner.

6.Tax Allocations: Section 704(c) of the Code. In accordance with Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with clause (i) of the definition thereof).

In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to clause (ii) of the definition thereof, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any

D-5

variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Regulations thereunder.

Any elections or other decisions relating to such allocations shall be made by the General Partners in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

D-6

EX-3.97

Exhibit 3.97

FIRST AMENDMENT

TO

FIRST AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT OF

LAKE COGEN, LTD.

This Agreement (the “Amendment Agreement”), dated as of June, 13, 1994 (the “Amendment Date”), by and among NCP Lake Power Incorporated, a Delaware corporation (“NCP Lake”), Lake Investment, L.P., a Delaware limited partnership (“LIL”), and Lake Interest Holdings Inc., a Delaware corporation (“LIHI”).

W I T N E S S E T H:

WHEREAS, Lake Cogen, Ltd. (“Partnership”) is a Florida limited partnership existing on the Amendment Date under and pursuant to that certain First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd., a Florida Limited Partnership, dated as of July 24, 1992 (the “Partnership Agreement”);

WHEREAS, immediately prior hereto, NCP Lake was the sole general partner, and LIL was the sole limited partner, of the Partnership;

WHEREAS, NCP Lake and LIL desire to admit LIHI, and LIHI desires to be admitted, as a general partner and a limited partner in the Partnership on the terms set forth herein;

WHEREAS, the parties hereto desire to amend the Partnership Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.References herein to Recitals, Articles, Sections and Exhibits are to the Recitals, Articles, Sections, Subsections and Exhibits of the Partnership Agreement.

2.Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Partnership Agreement.

3.LIHI is hereby admitted as a general partner and a limited partner in the Partnership.

4.NCP Lake and LIL hereby acknowledge that LIL has transferred to LIHI, as of the date hereof, the following interests in the Partnership:

1

(i)a .10% Partnership Interest to be held by LIHI as a Limited Partner (the “Florida QF Interest”);

(ii)a 7.85% Partnership Interest to be held by LIHI as a Limited Partner (the “Federal QF Interest”);

(iii)a 49% Partnership Interest to be held by LIHI as a Limited Partner (the “LIHI Limited Partnership Interest”); and

(iv)a 1% Partnership Interest to be held by LIHI as a General Partner.

5.The Partnership Agreement is hereby amended, effective as of the Amendment Date, as follows:

(a)“NCP Lake” is substituted for the term “the General Partner” in each place where the term “the General Partner” appears in the following places in the Partnership Agreement:

Preamble

Recital A

Recital C

The fifth and sixth lines of Section 2.1

The second line and clause (iv) of Section 10.1

(b)The following shall be added immediately following Section 2.3 as a new Section 2.4.

“Section 2.4 Additional General Partner.

(a)Effective as of the Amendment Date, Lake Interest Holdings Inc., a Delaware corporation (“LIHI”), is admitted to the Partnership as a general partner.

(b)Upon the earlier to occur of (i) the consummation of the transfer of the Lake Interest, as defined in and pursuant to the exercise of the Lake Option, or (ii) receipt by the Partnership of an order issued by the Commission in which it is determined that the Cogeneration Facility would continue to meet the ownership requirements set forth in Section 292.206(a) of the Regulations for a Qualifying Cogeneration Facility as defined in Section 201 of PURPA notwithstanding the removal of LIHI as a General Partner, LIHI shall be removed as a General Partner without any further action by LIHI, the Partnership or any Partner and any Partnership Interest then held by LIHI as a General Partner shall thereafter be held by LIHI as a Limited Partner and shall constitute a Limited Partnership Interest.

2

(c)The foregoing provisions of Section 2.4(b) of this Agreement shall apply to any assignee or other transferee of the Lake Interest.”

(c)The following shall be added immediately following Section 6.5 as a new Section 6.6:

“Section 6.6 True-Up Payment.

(a)Upon (i) the dissolution of the Partnership, and (ii) each sale, assignment or other transfer of all or any part of the Partnership Interests held, directly or indirectly, by NCP Lake and LIL to a Person or Persons other than an Affiliate of NCP Lake or LIL (each, a “True-Up Date”) NCP Lake and LIL shall jointly pay to the other Partners (each, a “True-Up Payment”) an amount equal to 50% of the amount, if any, by which the present value, as of the Amendment Date, calculated using a reasonable discount rate, of the economic benefits included in the “stream of benefits”, as such term is used and defined by the Federal Energy Regulatory Commission (“Commission”) in connection with determining the equity interest in a qualifying cogeneration facility held by a person primarily engaged in the generation and sale of electricity under Section 292.206 of the Commission’s regulations implementing the Public Utility Regulatory Policies Act of 1978, as amended, received by NCP Lake and LIL from the Partnership from the Amendment Date through and including the True-Up Date, exceeds 50% of such present value of the total “stream of benefits” from the Partnership from the Amendment Date through and including the True-Up Date.

(b)True-up Payments shall be divided proportionately among the Partners receiving them in accordance with their relative Partnership Interests.

(c)The obligations, if any, to make True-Up Payments shall automatically terminate and shall be of no further force or effect without any further action being taken by the Partnership or the Partners, other than confirmation that the order referred to below is acceptable, in form and substance, to LIHI and the Owner-Participant and receipt of such consents as may be required under the Participation Agreement, upon the receipt by the Partnership of an order issued by the Federal Energy Regulatory Commission or its staff by delegated authority (collectively, the “Commission”) in which the Commission finds or confirms that, based on the Partnership’s reasonable projections of distributions of cash and allocations of profits, losses and deductions to be made after the Amendment Date to the Partners, fees to be paid to the Partners after the Amendment Date and the fair market price of the services to be provided for such fees, at no time between the Amendment Date and the expiration of the

3

Partnership’s contract with Florida Power and Light Company for the sale of electricity generated by the Cogeneration Facility will NCP Lake and LIL have received, collectively and cumulatively, more than 50% of the Cogeneration Facility’s “stream of benefits.”

(d)The word “and” immediately preceding clause (iii) in Section 7.1 is deleted and the following is added after said clause (iii):

“; and (iv) no Distributions shall be made prior to the earlier of (A) the consummation of the transfer of LIHI’s aggregate Partnership Interest pursuant to the exercise of the Lake Option, or (B) the expiration or termination of the Lake Option.”

(e)The first sentence of Section 8.2 is amended to read in its entirety as follows:

“NCP Lake is designated as the tax matters partner (“Tax Matters Partner”) as provided in Section 6231(a)(7)(A) of the Code and any comparable provision of state or local law.”

(f)The Title of Article XI is amended to read in its entirety as follows:

“MANAGEMENT OF THE PARTNERSHIP”

(g)Section 11.1 is deleted and the following shall be added preceding Section 11.2 which shall be renumbered Section 11.4:

“Section 11.1Rights and Obligations of the General Partners.

(a)Except as otherwise specifically provided herein, the General Partners shall have full and exclusive control of the management and operation of the Partnership and its business. The General Partners shall have, subject to the limitations imposed elsewhere herein, the power and authority on behalf of the Partnership to do or cause to be done any and all acts deemed by the General Partners to be necessary or appropriate in connection with the management and operation of the business of the Partnership.

(b)Except as otherwise specifically provided herein, the authority and discretion granted to the General Partners in Section 11.1(a) is hereby delegated to, and shall be exercised solely by, the Management Committee.

4

(c) Except for those actions taken by the Management Committee pursuant to the authority delegated to it herein, all actions to be taken by the General Partners or by the Partnership or the other Partners shall be taken only with the prior approval in writing of all of the General Partners. No General Partner shall have the authority to act on behalf of the Partnership or any Partner without the prior written approval of all of the General Partners.

(d)At such time, and from time to time, as and when the Partnership shall have only one General Partner, action which may be taken by the General Partners may be taken by such General Partner alone.

Section 11.2 The Management Committee.

(a)Except as otherwise specifically provided herein, the management and control of the Partnership and its business is hereby delegated by the General Partners to a committee (the “Management Committee”) consisting of two representatives of each General Partner selected as provided in Section 11.2(b). The Management Committee shall have full discretion and authority to act on behalf of the General Partners in the management and operation of the Partnership and its business.

(b)Each General Partner shall designate two (2) individuals employed by such General Partner to serve as members of the Management Committee (individually, a “Member” and collectively, the “Members”). Such designation shall be in writing from the President of the respective General Partner. Each General Partner may substitute another individual or individuals employed by such General Partner to act in place of the Member or Members designated by such General Partner, or a Member may substitute another individual employed by such General Partner to act in his place (if so authorized by the General Partner which designated the Member and if such General Partner gives notice to the other General Partners of such authorization). Any such substitution shall be evidenced in writing by the General Partner, or the Member, as the case may be, making the substitution. Immediately upon the removal of a General Partner, the individuals designated by such General Partner as Members shall cease to be Members.

(c)Action by the Management Committee shall require the affirmative vote of not less than three Members (or duly designated substitutes therefor).

5

(d)Action at a meeting of the Management Committee may be taken only if not less than three-quarters of the Members (or duly designated substitutes) are present in person or by means of a telephone conference call and vote on the action to be taken. Meetings of the Management Committee may be called by any General Partner or by any Member by providing at least twenty-four (24) hours notice of such meeting to each of the other General Partners and to the other Members stating the time, date, and place of the meeting, which shall be reasonably convenient to all Members, and the purpose or purposes for which it is to be held. Once a meeting has commenced, however, any business appropriate for the Management Committee’s consideration may be conducted at such meeting whether or not set forth in the notice.

(e)Notice of a meeting need not be given to any General Partner or Member who signs a waiver of notice either before or after the meeting. Attendance of a Member at a meeting shall not alone constitute a waiver of notice by such Member.

(f)Notwithstanding the terms of Section 11.2(d), action may be taken without a meeting of the Management Committee if such action is taken by written consent of all of the Members.

Section 11.3.    Managing General Partner.

(a)  The Management Committee, or the General Partners in the event there shall be no Management Committee, from time to time shall select a General Partner as the managing general partner (“Managing General Partner”) to control and manage the operation of the Cogeneration Facility and to provide administrative services to the Partnership and shall delegate to the Managing General Partner such authority as the Management Committee or the General Partners shall deem appropriate. NCP Lake is hereby selected as the initial Managing General Partner, effective as of the Amendment Date, and is hereby initially authorized, acting in its discretion on behalf of the Management Committee, to:

(i)   borrow money under the Operative Documents and, as security for the performance by the Partnership of its obligations under the Operative Documents, to mortgage, pledge or otherwise encumber any and all assets of the Partnership, including the rights of the Partnership under any agreements;

(ii)  (reserved)

6

(iii) cause to be paid all amounts due and payable by the Partnership and collect on behalf of the Partnership all amounts due to the Partnership;

(iv) employ such agents, employees, managers, attorneys, consultants and other Persons as the Managing General Partner may deem necessary or appropriate to carry out the business and affairs of the Partnership;

(v) pay any and all fees and to make any and all expenditures which it reasonably deems necessary or appropriate in connection with the management of the business and affairs of the Partnership;

(vi) enforce all rights of the Partnership on behalf of the Partnership;

(vii) with the consent and approval of the Owner-Participant, enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments necessary or appropriate to carry out the business of the Partnership in which the Partnership is engaged on March 30, 1994; (viii) with the consent and approval of the Owner-Participant, amend the Operation and Maintenance Agreement;

(viii) to acquire and enter into any contract of insurance which the Managing General Partner deems to be necessary and proper for the protection of the Partnership, the conservation of the Partnership’s assets or for any other purpose beneficial to the Partnership;

(ix) invest, subject to any restrictions contained in the Operative Documents, any Partnership funds not immediately needed in the conduct of the Partnerships business in such readily marketable securities as the Project Manager deems appropriate;

(x) prepare and file any and all tax returns that may be required by applicable law and cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon the Partnership or its assets;

(xi) establish, increase, decrease and maintain reasonable reserves for the operating expenses of the Partnership and for repairs, maintenance and capital improvements and replacements consistent with good business and operating practice in the steam production and electric power generating

7

business, provided, however, that this clause shall not be interpreted or deemed to permit any amendment of the Operative Documents other than as may otherwise be permitted in accordance with their terms;

(xii) establish and maintain one or more accounts on behalf of the Partnership in such financial institutions and the Project Manager may select provided, however, that this clause shall not be interpreted or deemed to permit any amendment of the Operative Documents other than as may otherwise be permitted in accordance with their terms;

(xiii) establish and maintain the books and records of the Partnership as contemplated by Article X hereof and prepare and provide to the Partners the reports described therein;

(xiv) make periodic Distributions to the Partners in accordance with this Agreement;

(xv) cause the Partnership to pay to NCP Lake the administrative management fees due and payable pursuant to Section 10.1(iv) hereof;

(xvi) apply for, execute, file, prosecute, obtain, appeal and challenge such permits, approvals, authorizations, consents, notices, certifications and other documents with such Federal, state or local governmental agencies as may be necessary or appropriate in connection with the Partnership’s business or affairs;

(xvii) prepare and file on behalf of the Partnership and in accordance with the Operative Documents such applications with the Commission with respect to the status of the Cogeneration Facility as a qualifying cogeneration facility under PURPA and the Regulations as the Managing General Partner shall deem appropriate; and

(xviii) file or cause to be filed the certificates and other documents contemplated by Article III hereof.

(b)Notwithstanding anything to the contrary set forth herein, the Managing General Partner shall not have the authority to take any action not specifically authorized in paragraph (a), above, including, but not limited to:

(i) amending the Operative Documents, other than the Operations and Maintenance Agreement;

8

(ii) borrowing money, other than under the Operative Documents;

(iii) changing the nature of the Partnership’s business;

(iv) selling, assigning or otherwise transferring the Cogeneration Facility or any interest therein;

(v) selling, assigning or otherwise transferring all or substantially all of the Partnership’s assets or any substantial part thereof so as to cause the Partnership to be unable to carry on its business;

or

(vi) admitting Persons as additional Limited Partners or General Partners.”

(h)Sections 11.3, 11.4, 11.5 and 11.6 shall be renumbered Sections 11.5, 11.6, 11.7 and 11.8, respectively.

(i)Section 11.7 shall be renumbered Section 11.9 and the following shall be added following subsection (c)(ii) thereof:

“(iii) enter into any agreement or transaction with, or make any payment to, NCP Lake or any Affiliate thereof, other than administrative management fees due and payable pursuant to Section 10.1(iv), Distributions made in respect of NCP Lake’s or LIL’s Partnership Interests, or transactions with NCP Lake or LIL in their capacities as a General Partner and a Limited Partner, respectively.”

(j)Section 13.4(a) is amended to read in its entirety as follows:

“(a) Both Owner Participant and the General Partners consent thereto, which consent shall be in the sole and absolute discretion of the Owner Participant and the General Partners.”

(k)Section 14.1 is amended to read in its entirety as follows:

“Section 14.1 Removal for Good Cause Only. A General Partner may be removed as a general partner of the Partnership only for “Good Cause” upon the affirmative vote of a Majority in Interest of the Limited Partners required under Section 14.2 hereof. For purposes of this Section, the term “Good Cause” shall mean either (a) willful and continued neglect by such General Partner of its duties under this Agreement, which neglect has a material adverse effect on the Partnership or (b) a willful breach by

9

such General Partner of its fiduciary duties to the Partnership or the Limited Partners including without limitation misappropriation of Partnership assets, fraud, dishonesty or bad faith exercise of management authority; provided, however, that with respect to any neglect or breach under clause (a) or (b) above, the effects of such neglect or breach has not been cured by such General Partner within forty-five (45) days after receipt of written notice from a Majority in Interest of the Limited Partners specifying such neglect or breach (the “Removal Notice”) or, if the effects of such neglect or breach cannot be cured within such forty-five (45)-day period, the failure by such General Partner to take good faith reasonable efforts within such period to commence a cure of the efforts of such neglect or breach and to continue such efforts until such effects are cured.”

(l)Section 14.2 is amended to read in its entirety as follows:

“Section 14.2 Vote. Subject to the provisions of Section 14.1 hereof, the vote of the majority in Interest of the Limited Partners, without the necessity for concurrence by the General Partners may remove a General Partner for “Good Cause” as a general partner of the Partnership. The Removal Notice delivered to such General Partner shall specify, in addition to the actions deemed to constitute “Good Cause” for removal, the effective date for removal (the “Removal Date”) which effective date may not be prior to the date upon which a Person has agreed to become a Substitute General Partner and the Owner Participant shall have approved the selection of such Person in accordance with the provisions of this Article.”

(m)Section 14.3 is amended to read in its entirety as follows:

“Section 14.3 Dispute Regarding Removal.

(a) In the event that a Majority in Interest of the Limited Partners cause delivery of a Removal Notice to remove a General Partner for “Good Cause” pursuant to Section 14.1 hereof, such General Partner shall have a period of thirty (30) days to provide notice to all of the Limited Partners of its intention to dispute the removal, in which case the Removal Date shall be tolled pending the resolution of the dispute. If, upon resolution of the dispute, the removal is overturned, such General Partner

10

shall remain as a general partner of the Partnership.

(b)        If a General Partner does not dispute removal or, upon resolution of the dispute, such removal is upheld, such General Partner shall cease to be a general partner effective on the Removal Date (as may be extended by the period required to secure the agreement by a Person to become a Substitute General Partner). The Partnership shall cause an accounting to be prepared at the expense of such General Partner from the end of the preceding fiscal year to the Removal Date. After receiving the Removal Notice, and prior to the Removal Date, such General Partner shall not transact any business on behalf of the Partnership other than in the ordinary course of business unless pursuant to a contract entered into and binding upon the Partnership prior to the date of receipt of the Removal Notice by such General Partner.”

(n)   Section 14.4 is amended to read in its entirety as follows:

“Section 14.4 Voluntary Withdrawal. So long as a General Partner has given written notice to the other Partners (and the Owner Participant, if applicable) and a Person has been selected and has agreed to become a Substitute General Partner in accordance with Sections 14.5 and 14.6 hereof, such General Partner may voluntarily withdraw from the Partnership as a general partner effective ninety (90) days after written notice (the “Withdrawal Notice”) to the Limited Partners (the “Withdrawal Date”); provided, however, that (i) if such General Partner shall be the sole remaining General Partner such Withdrawal Date may not be prior to the date upon which a Person has agreed to become a Substitute General Partner in accordance with the terms hereof and (ii) so long as the Participation Agreement remains in effect, such General Partner may not withdraw without the prior written approval of the Owner Participant.”

(o)   Section 14.5 is amended to read in its entirety as follows:

“Section 14.5 Selection of a Substitute General Partner. The vote of a Majority in Interest of the Limited Partners is necessary to select a Substitute General Partner; provided, however, that so long as the Participation Agreement remains in effect, such selection of a Substitute General Partner shall be subject to the reasonable approval of the Owner Participant.”

11

(p)   Section 14.6 is amended to read in its entirety as follows:

“Section 14.6 Substitution. A Person shall become a Substitute General Partner and assume the rights, powers and responsibilities of a General Partner, for whom such Person is a Substitute General Partner, as provided in this Agreement when such Person delivers to the Partners a written agreement (the “Substitute General Partner Agreement”) executed by such Person within ten (10) days after such Person’s selection as a proposed Substitute General Partner, which Substitute General Partner Agreement shall set forth the following agreements by such Person: (a) to be bound by this Agreement; (b) to assume the rights, powers and responsibilities of a General Partner pursuant to the terms of this Agreement accruing after such selection; (c) to amend this Agreement to reflect the withdrawal of the withdrawn General Partner and the appointment of such Substitute General Partner; (d) to perform the duties and the responsibilities of a General Partner; and (e) to record, file and publish any certificates or documents as may be appropriate to evidence or effect such withdrawal, substitution and release, including a Certificate of Amendment.”

(q)   Paragraphs (c), (f) and (g) of Section 15.1 are amended to read in their entirety as follows:

“(c)      The removal or withdrawal of a General Partner, unless either (i) there is at least one other general partner and that general partner elects to continue the business of the Partnership or (ii) if there is no other general partner or there is a general partner but such general partner does not elect to continue the business of the Partnership, then, within 90 days after the withdrawal, all Limited Partners agree in writing to continue the business of the Partnership and a successor General Partner is elected and admitted pursuant to the provisions of Article XIV hereof;

(f)         All of the General Partners file petitions in bankruptcy or are adjudged bankrupts (each a “GP Bankruptcy Event”) unless a Substitute General Partner is selected and admitted pursuant to the provisions of Article XIV and all the other Partners agree to continue the Partnership within 90 days after the GP Bankruptcy; or

(g)        The entry of a judicial decree of dissolution. Except as expressly set forth in (f) above, it is specifically agreed that the events

12

described in Section 620.124(4)(a)-(f) and (5)(a)-(c) of the Act, if applicable to the last remaining General Partner which is the sole general partner of the Partnership, will not cause such General Partner to cease to be the general partner of the Partnership and will not cause the dissolution of the Partnership. The involuntary dissolution of the last remaining General Partner which shall not cause a dissolution of the Partnership if such General Partner is reinstated within 90 days after such involuntary dissolution.”

(r)    The following shall be added immediately following Section 14.9 as a new Section 14.10.

“Section 14.10 Assignment of General Partnership Interest.

The transferee of any General Partner Interest shall become a Substitute General Partner only with the consent of the other General Partners and of the Owner Participant, which consents shall be in the sole and absolute discretion of each such Person.”

(s)   The following definition shall be added in Exhibit C immediately following the definition of Agreement:

“Amendment Date” shall mean the date of the First Amendment to First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd.

(t)    The following definition shall be added in Exhibit C immediately following the definition of Cogeneration Facility:

“Commission” shall mean the United States Federal Energy Regulatory Commission or its staff acting pursuant to delegated authority.

(u)   The definition of General Partner in Exhibit C shall be amended to read in its entirety as follows:

“General Partner” shall mean those Persons from time to time admitted as general partners in the Partnership in accordance with this Agreement and not removed or who have not withdrawn as general partners, except where the context clearly indicates that “General Partner” means a single general partner, in which case “General Partner” shall mean a single general partner.”

(v)   The following definition shall be added in Exhibit C immediately following the definition of Gross Asset Value:

13

“Lake Option” shall mean the Amended and Restated Lake Interest Option Agreement, dated as of the Amendment Date, by and among North Canadian Resources, Inc., a Delaware corporation, LIHI and Energy Initiatives, Inc., a Delaware corporation.

(w)“LIHI” shall mean Lake Interest Holdings Inc., a Delaware corporation.

(x)The definition of “Partnership Interest” contained in Exhibit C is amended to read in its entirety as follows:

“Partnership Interest” for each Partner shall be as follows:

(i)on and after July 24, 1992, but prior to the Amendment Date, the Partnership Interest for each Partner shall be as set forth on Exhibit B hereof;

(ii)on and after the Amendment Date, subject to adjustment as set forth in subparagraphs (A), (B), (C) and (D) below, the Partnership Interest for each Partner shall be as follows:

	Partnership Interest
General Partners:
NCP Lake Power Incorporated	1	%
Lake Interest Holdings Inc.	1	%
Limited Partners:
Lake Investment, L.P.	41.05	%
Lake Interest Holdings Inc.	56.95	%

(A)Capitalized terms used in this definition of Partnership Interest and not otherwise defined herein shall have the meanings assigned to them below:

“Present Value” of a payment, distribution or allocation, or series thereof, shall be the present value thereof as of the Amendment Date, calculated using a discount rate of 12% per annum.

“Projected” shall mean as projected in the pro forma spreadsheet attached hereto as Exhibit E.

“Stream of Benefits” shall mean the distributions, payments, allocations and other

14

payments and benefits included by the Commission in determining the Equity Interest of a party in a Qualifying Cogeneration Facility under PURPA.

“Equity Interest” shall mean equity interest as defined in Section 292.206(b) of the Commission’s regulations under PURPA and relevant Commission precedent.

“Commission” shall mean the Federal Energy Regulatory Commission.

“Administrative Management Fees” means the administrative management fees payable to the Managing General Partner under Section 10.1(iv) of the Partnership Agreement.

(B)Upon receipt by the Partnership of an order issued by the Commission in which it is determined that some or all of the Administrative Management Fees paid and projected to be paid to NCP Lake on and after the Amendment Date should or should not be included in the Stream of Benefits received and projected to be received by NCP Lake for purposes of determining NCP Lake’s Equity Interest in the Cogeneration Facility (such fees so determined to be included in such Stream of Benefits, the “Included Administrative Management Fees”), LIL’s Partnership Interest shall be increased or decreased, as appropriate, by an amount which would cause the Present Value of all distributions and allocations of profits, losses and deductions made and Projected to be made on and after the Amendment Date to NCP Lake and LIL in respect of their Partnership Interests, together with all payments of Included Administrative Management Fees made and Projected to be made to NCP Lake on and after the Amendment Date, if any, to be 50% of the Present Value of all such distributions, allocations and payments made and Projected to be made to the Partners and the Partnership Interest of LIHI shall be decreased or increased, as appropriate, by an equal amount.

(C)In the event the Commission shall not have determined on or before March 30, 1995 (whether as a result of any failure of the Partnership to apply for or request such determination, or otherwise) that some or all of the Administrative Management Fees

15

paid and Projected to be paid to NCP Lake on and after the Amendment Date need not be included in the Stream of Benefits received and projected to be received by NCP Lake for purposes of determining NCP Lake’s Equity Interest in the Cogeneration Facility, LIL’s Partnership Interest shall be decreased by an amount which would cause the Present Value of all distributions and allocations of profits, losses and deductions made and Projected to be made on and after the Amendment Date to NCP Lake and LIL in respect of their Partnership Interests, together with such portion, if any, of Administrative Management Fees made and Projected to be made to NCP Lake on and after the Amendment Date which NCP Lake and LIHI agree are in excess of the fair market price for the services provided to the Partnership by NCP Lake for which the Administrative Management Fees are paid (“Included Percentage Administrative Management Fees” and the balance of the Administrative Management Fees, “Excluded Percentage Management Fees”) to be 50% of the Present Value of all such distributions, allocations and payments of Included Percentage Administrative Management Fees made and Projected to be made to the Partners, and the Partnership Interest of LIHI shall be increased by an equal amount.

(D)Upon any determination by the Commission that all or any part of the consideration, if any, received by NCP Lake or any Affiliate thereof for the assignment of the Lake Option must be included in the Stream of Benefits from the Cogeneration Facility for purposes of determining the Equity Interest of NCP Lake and its Affiliates in the Cogeneration Facility (the “Included Option Consideration”), then the Partnership Interest of LIL shall be reduced by an amount which would cause the Present Value of all distributions and allocations of profits, losses and deductions made and Projected to be made to NCP Lake and LIL in respect of their Partnership Interests, all payments of Included Administrative Management Fees, if any, and Included Percentage Administrative Management Fees, if any, and the payment of the Included Option

16

Consideration, to be 50% of the Present Value of all such distributions, allocations and payments made and Projected to be made to the Partners, and the Partnership Interest of LIHI shall be increased by an equal amount.

(E)In the event that any decrease in the Partnership Interest of LIL required by paragraphs (B), (C) or (D) above shall reduce LIL’s Partnership Interest to zero and the Present Value of the respective distributions, allocations, and payments made and Projected to be made to NCP Lake and LIL shall not be thereby reduced to 50% of the Present Value of all such distributions, allocations and payments made and Projected to be made to the Partners, then NCP Lake and LIL shall refund to the Partnership such portion of any distributions or payments, or the value of any allocations, made to NCP Lake or LIL after the Amendment Date as may be required to cause such Present Value of the distributions, payments and allocations made and Projected to be made to NCP Lake and LIL to be 50% of the Present Value of all such distributions, payments and allocations made and Projected to be made to the Partners.

6.     (a)   NCP Lake hereby consents to the substitution of LIHI as a Limited Partner and a substitute Limited Partner of the Partnership as required under Section 13.4.

(b)   Pursuant to Section 13.4, LIHI hereby agrees to be bound by the terms and conditions of the Partnership Agreement, as amended by the Amendment Agreement.

7.     NCP Lake and LIL hereby consent to the amendment of the Partnership Agreement as set forth herein, as contemplated by Section 16.1 of the Partnership Agreement.

8.     The undersigned hereby confirms that (i) its obligations under the Agreement remain in full force and effect on the date hereof and (ii) each reference to any Operative Document or other agreement or instrument in the Agreement or in any defined term appearing in the Agreement includes such Operative Document or other agreement or instrument as amended, modified or supplemented through the date hereof.

9.     This Amendment Agreement, and the application or interpretation hereof, shall be governed, construed and enforced in accordance with the laws of the State of Florida.

17

10.   Headings in this Amendment Agreement are solely for convenience and are not a part of this Amendment Agreement.

11.   This Amendment Agreement shall be binding on and inure to the benefit of the respective successors, assigns and personal representatives of the parties hereto, except to the extent of any contrary provision of this Amendment Agreement.

12.   This Amendment Agreement is expressly amendatory to the Partnership Agreement and, except as specifically amended hereby, the Partnership Agreement shall remain in full force and effect in accordance with the terms thereof.

13.   Each party to this Amendment Agreement, upon request of the Project Manager, agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Amendment Agreement.

14.   This Amendment Agreement may be executed in counterparts by each of the parties hereto, all of which taken together shall be deemed one original.

15.   LIHI represents to the Partnership and the General Partners that:  (a) it is acquiring its Partnership Interests for its own account for investment and not with a view to or for sale in connection with any distribution of such Partnership Interests (but subject, nevertheless, to any requirement of law that the disposition of its property remain within its control at all times); (b) it understands that the interests in the Partnership have not been registered under the Securities Act or the applicable securities laws of Florida or any other state, and must be held indefinitely unless the interests are so registered or an exemption from such registration is available; (c) it has such knowledge and experience in business matters that it is capable of evaluating the risks and merits of its investment in the Partnership; and (d) it has received and reviewed the material agreements and other documents relating to the Partnership and/or its business and such other information, oral or written, as it has requested, having been afforded the opportunity to ask questions of the General Partners and to obtain any additional information that it has deemed appropriate.

16.   No waiver of any provision of this Amendment Agreement shall be deemed effective unless contained in a writing signed by the party against whom the waiver is sought to be enforced.  No failure or delay by any party in exercising any right, power or remedy under this Amendment Agreement shall operate as a waiver of any such right, power or remedy, and no waiver of any breach or failure to perform shall be deemed a waiver of any subsequent breach or failure to perform or of any other right arising under this Amendment Agreement.

18

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

NCP LAKE POWER INCORPORATED, a Delaware corporation
By:	/s/ Donald McKechnie
	Name:	Donald McKechnie
	Title:	President
LAKE INVESTMENT, L.P., a Delaware limited partnership
By	NCP Lake Power Incorporated, its general partner
By:	/s/ Donald McKechnie
	Name:	Donald McKechnie
	Title:	President
LAKE INTEREST HOLDINGS INC. a Delaware corporation
By:	/s/ Donald McKechnie
	Name:	Donald McKechnie
	Title:	President

19

EX-3.98

Exhibit 3.98

SECOND AMENDMENT

TO

FIRST AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.

This SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD. (the “Second Amendment”), dated as of January 1, 1995, by and among NCP Lake Power Incorporated, a Delaware corporation (“NCP Lake”), Lake Investment, L.P., a Delaware limited partnership (“LIL”), and Lake Interest Holdings Inc., a Delaware corporation (“LIHI”).

W I T N E S S E T H:

WHEREAS, Lake Cogen Ltd. (the “Partnership”) is a Florida limited partnership existing on the date hereof under and pursuant to that certain First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd., a Florida limited partnership, dated as of July 24, 1992, as amended by that certain First Amendment to First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd., dated as of June 13, 1994 (said limited partnership agreement, as so amended, the “Partnership Agreement”);

WHEREAS, NCP Lake and LIHI are all of the general partners of the Partnership and LIL and LIHI are all of the limited partners of the Partnership;

WHEREAS, the parties hereto desire to further amend the Partnership Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound, the parties hereto agree as follows:

1.The date contained in the first sentence of subparagraph (C) of clause (ii) of the definition of Partnership Interest contained in the Partnership Agreement is hereby changed from “March 30, 1995” to “December 31, 1995.”

2.This Second Amendment shall not be effective unless and until TIFD III-C, Inc., a Delaware corporation (“TIFD”), shall have consented hereto as required under that certain Assignment of Partnership Interests, dated as of July 29, 1992, among NCP Lake, Lake Investment and TIFD, as agent, and that certain Assignment of Partnership Interests, dated as of June 13, 1994, by and between LIHI and TIFD, as agent.

2

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by the undersigned thereunto duly authorized on the date first above written.

NCP LAKE POWER INCORPORATED
By:	/s/ David Brauer
	Name: David Brauer
	Title: Vice President
LAKE INVESTMENT, L.P.
By:	NCP Lake Power Incorporated,
	General Partner
By:	/s/ David Brauer
	Name: David Brauer
	Title: Vice President
LAKE INTEREST HOLDINGS INC.
By:	/s/ Thomas Beale
	Name:
	Title:

3

EX-3.99

Exhibit 3.99

THIRD AMENDMENT

TO

FIRST AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.

This THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LAKE COGEN, LTD. (the “Third Amendment”), dated as of December 29, 1995, by and among NCP Lake Power Incorporated, a Delaware corporation (“NCP Lake”), Lake Investment, L.P., a Delaware limited partnership (“LIL”), and Lake Interest Holdings Inc., a Delaware corporation (“LIHI”).

WITNESSETH:

WHEREAS, Lake Cogen Ltd. (the “Partnership”) is a Florida limited partnership existing on the date hereof under and pursuant to that certain First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd., a Florida limited partnership, dated as of July 24, 1992, as amended by that certain First Amendment to First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd., dated as of June 13, 1994, and that certain Second Amendment to First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd., dated as of January 1, 1995 (said limited partnership agreement, as so amended, the “Partnership Agreement”);

WHEREAS, NCP Lake and LIHI are all of the general partners of the Partnership and LIL and LIHI are all of the limited partners of the Partnership;

WHEREAS, the parties hereto desire to further amend the Partnership Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound, the parties hereto agree as follows:

1.The date contained in the first sentence of subparagraph (C) of clause (ii) of the definition of Partnership Interest contained in the Partnership Agreement is hereby changed from “December 31, 1995” to “the earlier of (x) June 30, 1997 and (y) the Lake Option Expiration Date with respect to the Lake Federal QF Interest Option (in each case as defined in the Amended and Restated Lake Interest Option Agreement, dated as of December 29, 1995, as amended (“Option Agreement”),

among North Canadian Resources, Inc., LIHI and Energy Initiatives, Inc.).”

2.This Third Amendment shall not be effective unless and until TIFD III-C Inc., a Delaware corporation (“TIFD”), shall have consented hereto as required under that certain Assignment of Partnership Interests, dated as of July 29, 1992, among NCP Lake, Lake Investment and TIFD, as agent, and that certain Assignment of Partnership Interests, dated as of June 13, 1994, by and between LIHI and TIFD, as agent.

3.Except as amended hereby, the Partnership Agreement is hereby ratified and shall remain in full force and effect in accordance with its terms.

4.The consent to this Third Amendment by TIFD, as indicated by its signature below, shall be narrowly construed and shall be limited to the facts as described herein and shall not be deemed or construed as constituting (i) a consent by TIFD to any future modifications or amendments to the Partnership Agreement or (ii) a waiver of any requirement set forth in the Operative Documents.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by the undersigned thereunto duly authorized on the date first above written.

NCP LAKE POWER INCORPORATED
By:	/s/ David Brauer
	Name: David Brauer
	Title: Vice President
LAKE INVESTMENT, L.P.
By:		NCP Lake Power Incorporated,
		General Partner
By:	/s/ David Brauer
	Name: David Brauer
	Title: Vice President
LAKE INTEREST HOLDINGS INC.
By:	/s/ Thomas G. Beale
	Name: Thomas G. Beale
	Title: President

Consented and Agreed to:

TIFD III-C INC.

By:	/s/ Michael I. Tzougrakis
	Name: Michael I. Tzougrakis
	Title: V.P

1

EX-3.100

Exhibit 3.100

FOURTH AMENDMENT

TO

FIRST AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE COGEN, LTD.

This FOURTH AMENDMENT dated as of June 4 , 1997 (the “Fourth Amendment”), to First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd. (the “Partnership”), dated as of July 24, 1992, as amended by that certain First Amendment, dated as of June 13, 1994, that certain Second Amendment, dated as of January l, 1995 and that certain Third Amendment, dated as of December 29, 1995 (said limited partnership agreement, as so amended, the “Partnership Agreement”) (Terms used herein and not otherwise defined herein have the meanings set forth in the Partnership Agreement.)

W  I  T  N  E  S  S  E  T  H:

WHEREAS, immediately prior hereto, NCP Lake Power Incorporated (“NCP Lake”) and Lake Interest Holdings, Inc. (“LIHI”) were all of the General Partners of the Partnership and Lake Investment, L.P. (“LIL”) and LIHI were all of the Limited Partners of the Partnership;

WHEREAS, GPU International, Inc. (“GPUI”) has assigned to New Lake Corp., a Florida corporation (“Buyer”), its option to acquire from LIHI the 1% General Partner interest and 49% Limited Partnership Interest held by LIHI in the Partnership, and Buyer has exercised said option, all in accordance with the terms of the Lake Option;

WHEREAS, pursuant to the Section 2.4 of the Partnership Agreement, the 1% General Partnership Interest held by LIHI converted to a Limited Partnership Interest upon the consummation of the transfer of the Lake Interest pursuant to the Lake Option and, accordingly, LIHI has ceased to be a General Partner in the Partnership;

WHEREAS, the Partners desire to amend the Partnership Agreement to admit Buyer as a Limited Partner and to reflect the withdrawal of LIHI as a General Partner; and

WHEREAS, the parties hereto desire to further amend the Partnership Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.References herein to Recitals, Articles, Sections, Subsections and Exhibits are to the Recitals, Articles, Sections, Subsections and Exhibits of the Partnership Agreement.

2.Capitalized terms used and not otherwise defined herein shall have the meaning assigned to them in the Partnership Agreement.

3.Effective as of the date hereof, Buyer is hereby admitted as Limited Partner in the Partnership.

4.The Partnership Agreement is hereby amended, effective as of the date hereof, as follows:

(a)Section 2.4 is deleted in its entirety.

(b)Section 6.6(c) is amended by substituting “Buyer” for “LIHI” in the sixth line thereof.

(c)Section 7.1 is amended by deleting clause (iv) thereof and inserting the word “and” immediately preceding clause (iii).

(d)The following definitions shall be added in Exhibit C immediately following the definition of Good Cause:

“GPUI” shall mean GPU International, Inc., a Delaware Corporation.

(e)Section 11.9 is amended in its entirety to read as follows:

“Section 11.9      Restrictions.   Notwithstanding anything to the contrary contained in this Agreement, the affirmative vote of 100% of the General Partner interests and two-thirds of the Limited Partner interests by holders thereof properly authorized and entitled to vote such interests in accordance with all applicable laws and agreements relating thereto shall be necessary to take any of the following actions:

(a)The filing of a voluntary petition in bankruptcy or the commencement of a voluntary case by the Partnership under any applicable bankruptcy, insolvency, reorganization, arrangement, adjustment,

2

relief or composition of indebtedness or other similar law now or hereafter in effect or the consent to the entry of an order for relief in an involuntary case under any such law, or the application for or consent to the appointment of a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership or any substantial part of its properties, or the taking of any action in contemplation of any of the foregoing or to liquidate, dissolve or wind up the Partnership;

(b)any amendment to this Section 11.9 or Section 16.1 hereof; or

(c)(i)any merger, amalgamation, consolidation or similar transaction involving the Partnership, (ii) any sale, transfer or distribution of all or substantially all of the assets of the Partnership to any other Person or any similar transaction involving the Partnership or (iii) enter into any agreement or transaction with, or make any payment to, NCP Lake or any Affiliate thereof, other than administrative management fees due and payable pursuant to Section 10.1(iv), Distributions made in respect to NCP Lake’s or LIL’s Partnership Interests, or transactions with NCP Lake or LIL in their capacities as a General Partner and a Limited Partner, respectively.”

(f)The definition of “Partnership Interest” contained in Exhibit C is amended to read in its entirety as follows;

“Partnership Interest” for each Partner shall be as follows:

3

	Partnership Interest
General Partner:
NCP Lake Power Incorporated	1	%
Limited Partners:
Lake Investment, L.P.	48.9	%
Lake Interest Holdings Inc.	.1	%
Buyer	50	%

5.(a)NCP Lake hereby consents to the substitution of Buyer as a Limited Partner and a Substitute Limited Partner of the Partnership as required under Section 13.4.

(b)Pursuant to Section 13.4, Buyer hereby agrees to be bound by the terms and conditions of the Partnership Agreement.

6.(a)The General Partner and a Majority in Interest of the Limited Partners hereby consent to the amendment of the Partnership Agreement as set forth herein, as contemplated by Section 16.1 of the Partnership Agreement. In addition, Limited Partners holding two-thirds of the Limited Partner interests hereby consent to the amendment to Section 11.9 of the Partnership Agreement as set forth herein.

(b)Pursuant to Section 11.9(c), the General Partner and Limited Partners holding two-thirds of the Limited Partnership Interests hereby consent to the making by GPUI of a subordinated loan to the Partnership in a principal amount of up to $3,000,000 on the terms set forth in the form of Subordinated Promissory Note which has heretofore been delivered to such Partners.

7.The undersigned hereby confirm that (i) their obligations under the Partnership Agreement remain in full force and effect on the date hereof and (ii) each reference to any Operative Document or other agreement or instrument in the Partnership Agreement or in any defined term appearing in the Partnership Agreement includes such Operative Document or other agreement or instrument as amended, modified or supplemented through the date hereof.

8.This Fourth Amendment, and the application or interpretation hereof, shall be governed, construed and enforced in accordance with the laws of the State of Florida.

9.Headings in this Fourth Amendment are solely for convenience and are not a part of this Fourth Amendment.

10.This Fourth Amendment shall be binding on and inure to the benefit of the respective successors, assigns and personal

4

representatives of the parties hereto, except to the extent of any contrary provision of this Fourth Amendment.

11.This Fourth Amendment is expressly amendatory to the Partnership Agreement and, except as specifically amended hereby, the Partnership Agreement shall remain in full force and effect in accordance with the terms thereof.

12.Each party to this Fourth Amendment, upon request of the Project Manager, agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Fourth Amendment.

13.This Fourth Amendment may be executed in counterparts by each of the parties hereto, all of which taken together shall be deemed one original.

14.Buyer represents to the Partnership and the General Partner that: (a) it is acquiring its Partnership Interests for its own account for investment and not with a view to or for sale in connection with any distribution of such Partnership Interests in contravention of applicable securities laws (but subject, nevertheless, to any requirement of law that the disposition of its property remain within its control at all times); (b) it understands that the interests in the Partnership have not been registered under the Securities Act or the applicable securities laws of Florida or any other state, and must be held indefinitely unless the interests are so registered or an exemption from such registration is available; and (c) it has such knowledge and experience in business matters that it is capable of evaluating the risks and merits of its investment in the Partnership.

15.No waiver of any provision of this Fourth Amendment shall be deemed effective unless contained in a writing signed by the party against whom the waiver is sought to be enforced. No failure or delay by any party in exercising any right, power or remedy under this Fourth Amendment shall operate as a waiver of any such right, power or remedy, and no waiver of any breach or failure to perform shall be deemed a waiver of any subsequent breach or failure to perform or of any other right arising under this Fourth Amendment.

16.This Fourth Amendment shall not be effective unless and until TIFD III-C Inc., a Delaware corporation (“TIFD”), shall have consented hereto.

5

IN WITNESS WHEREOF, the General Partner and a Majority in Interest of the Limited Partners have executed this Fourth Amendment as of the date first above written.

NCP LAKE POWER INCORPORATED,
a Delaware corporation
By:	/s/ David Brauer
	Name:	David Brauer
	Title:	Vice President
LAKE INVESTMENT, L.P.,
a Delaware limited partnership
By NCP Lake Power Incorporated,
its general partner
By:	/s/ David Brauer
	Name:	David Brauer
	Title:	Vice President
LAKE INTEREST HOLDINGS INC.
a Delaware corporation
By:
	Name:
	Title:
NEW LAKE CORP.
By:	/s/ Michael Nelson
	Name:		Michael Nelson
	Title:		President

EX-3.101

Exhibit 3.101

FIFTH AMENDMENT

TO

FIRST AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF LAKE COGEN, LTD.

This Fifth Amendment dated as of June 15, 2004 (the “Fifth Amendment”), to First Amended and Restated Limited Partnership Agreement of Lake Cogen, Ltd. (the “Partnership”), dated as of July 24, 1992, as amended by that certain First Amendment, dated as of June 13, 1994, that certain Second Amendment, dated as of January 1, 1995, that certain Third Amendment dated as of December 29, 1995, and that certain Fourth Amendment, dated as of June 4, 1997, (said limited partnership agreement, as amended, the “Partnership Agreement”) (Terms used herein and not otherwise defined herein have the meanings set forth in the Partnership Agreement.)

W I T N E S S E T H:

WHEREAS, (I) NCP Lake Power, LLC, a Delaware limited liability company (formerly known as NCP Lake Power Incorporated) (“NCP Lake”), owns a 1% general partnership interest in Partnership and a 1% general partnership interest in Lake Investment, L.P., a Delaware limited partnership (“LIL”); (ii) LIL owns a 48.9% limited partnership interest in Partnership; (iii) NCP Gem, LLC, a Delaware limited liability company (formerly known as NCP Gem, Inc.) (“NCP Gem”), owns a 99% limited partnership interest in LIL; (iv) Teton East Coast Generation LLC, a Delaware limited liability company (formerly known as Aquila East Coast Generation, LLC, Aquila East Coast Generation, Inc., GPU International, Inc., Energy Initiatives, Inc., NCP Energy, Inc., and North Canadian Power Incorporated) (“TECG”), owns all of the membership interests in Teton New Lake, LLC, a Delaware limited liability company (“Buyer”), NCP Lake, and NCP Gem; and (v) New Lake Corp. owns a 50% limited partnership interest in Partnership (the “New Lake LP Interest”);

WHEREAS, TECG (as successor-in-interest to GPU International, Inc.) and New Lake Corp. are parties to that certain Option and Note Purchase Agreement dated March 21, 1997, as amended by that certain Letter Agreement dated January 16, 1999, and that certain Letter Agreement dated May 27, 2004, (the “Option Agreement”);

WHEREAS, pursuant to Section 3.3(a) of the Option Agreement, New Lake Corp. agrees to transfer the New Lake LP Interest to any purchaser designated by TECG, such transfer to be made not later than 10 days and not more than 60 days after notice thereof by TECG on the date specified in such notice (the “Transfer Notice”);

WHEREAS, TECG desires to designate Buyer, a newly formed Delaware limited liability company and wholly-owned direct subsidiary of TECG, as the purchaser of the New Lake LP Interest and to require New Lake Corp. to transfer the New Lake LP

1

Interest subject to the Acknowledgment and Reassignment, to Buyer in accordance with the terms of the Option Agreement (the “Required Transfer”);

WHEREAS, the parties to the Partnership Agreement have obtained the required Consents from TIFD III-C, Inc., a Delaware corporation (“Owner Participant”), and NCP Lake as required by Section 13.1(a) of the Partnership Agreement and Section 3.3(c) of the Option Agreement;

WHEREAS, the Partners desire to amend the Partnership Agreement to admit Buyer as a Limited Partner; and

WHEREAS, the parties hereto desire to further amend the Partnership Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.References herein to Recitals, Articles, Sections, Subsections and Exhibits are to the Recitals, Articles, Sections, Subsections and Exhibits of the Partnership Agreement unless otherwise specified.

2.Capitalized terms used and not otherwise defined herein shall have the meaning assigned to them in the Partnership Agreement.

3.Effective as of the date hereof, Buyer is hereby admitted as Limited Partner in the Partnership, and New Lake Corp. is hereby withdrawn as a limited partner in the Partnership.

4.The Partnership Agreement is hereby amended, effective as of the date hereof, as follows:

(a)The following definitions shall be added in Exhibit C immediately following the definition of Tax Matter Partner:

“TECG” shall mean Teton East Coast Generation LLC, a Delaware limited liability company.

(b)The definition of “Partnership Interest” contained in Exhibit C is amended to read in its entirety as follows:

“Partnership Interest” for each Partner shall be as follows:

2

	Partnership Interest:
General Partner:
NCP Lake Power, LLC	1	%
Limited Partners:
Lake Investment, L.P.	48.9	%
Lake Interest Holdings, Inc.	.1	%
Teton New Lake, LLC	50	%

5.(a)NCP Lake hereby consents to the substitution of Buyer as a Limited Partner and Substitute Limited Partner of the Partnership as required under Section 13.4.

(b)Pursuant to Section 13.4, Buyer hereby agrees to be bound by the terms and conditions of the Partnership Agreement.

6.NCP Lake and a Majority in Interest of the Limited Partners hereby consent to the Amendment of the Partnership Agreement as set forth herein, as contemplated by Section 16.1 of the Partnership Agreement.

7.The undersigned hereby confirm that (i) their obligations under the Partnership Agreement remain in full force and effect on the date hereof and (ii) each reference to any Operative Document or other agreement or instrument in the Partnership Agreement or in any defined term appearing in the Partnership Agreement includes such Operative Document or other agreement or instrument as amended, modified or supplemented through the date hereof.

8.This Fifth Amendment, and the application or interpretation hereof, shall be governed, construed and enforced in accordance with the laws of the State of Florida.

9.Headings in this Fifth Amendment are solely for convenience and are not a part of this Fifth Amendment.

10.This Fifth Amendment shall be binding on the inure to the benefit of the respective successors, assigns and personal representatives of the parties hereto, except to the extent of any contrary provision of this Fifth Amendment.

11.This Fifth Amendment is expressly amendatory to the Partnership Agreement and, except as specifically amended hereby, the Partnership Agreement shall remain in full force and effect in accordance with the terms thereof.

12.Each party to this Fifth Amendment, upon request of the Project Manager, agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Fifth Amendment.

3

13.This Fifth Amendment may be executed in counterparts by each of the parties hereto, all of which taken together shall be deemed one original.

14.Buyer represents to the Partnership and the General Partner that: (a) it is acquiring its Partnership Interests for its own account for investment and not with a view to or for sale in connection with any distribution of such Partnership Interests in contravention of applicable securities laws (but subject, nevertheless, to any requirement of law that the disposition of its property remain within its control at all times); (b) it understands that the interests in the Partnership have not been registered under the Securities Act or the applicable securities laws of Florida or any other state, and must be held indefinitely unless the interests are so registered or an exemption from such registration is available; and (c) it has such knowledge and experience in business matters that it is capable of evaluating the risks and merits of its investment in the Partnership.

15.No waiver of any provision of this Fifth Amendment shall be deemed effective unless contained in a writing signed by the party against whom the waiver is sought to be enforced. No failure or delay by any party in exercising any right, power or remedy under this Fifth Amendment shall operate as a waiver of any such right, power or remedy, and no waiver of any breach or failure to perform shall be deemed a waiver or any subsequent breach or failure to perform or of any other right arising under this Fifth Amendment.

IN WITNESS WHEREOF, NCP Lake as the General Partner of Lake Cogen, Ltd., and a Majority in Interest of the Limited Partners have executed this Fifth Amendment as of the date first above written.

NCP LAKE POWER, LLC,
a Delaware limited liability company
By:	/s/ Daniel R. Revers
	Print Name:		Daniel R. Revers
	Title:	President
LAKE INVESTMENT, L.P.
a Delaware limited partnership
By NCP LAKE POWER, LLC,
its general partner
By:	/s/ Daniel R. Revers
	Print Name:		Daniel R. Revers
	Title:	President

LAKE INTEREST HOLDINGS, INC.,
a Delaware corporation
TETON NEW LAKE, LLC,
a Delaware limited liability company
By:	/s/ Daniel R. Revers
	Print Name:		Daniel R. Revers
	Title:	President

EX-3.102

Exhibit 3.102

AGREEMENT OF LIMITED PARTNERSHIP

OF

LAKE INVESTMENT, L.P.

A DELAWARE LIMITED PARTNERSHIP

NCP Lake Power Incorporated,

as General Partner

NCP Gem Incorporated,

as Limited Partner

Dated as of July 23, 1992

TABLE OF CONTENTS

RECITALS		2
ARTICLE I DEFINITIONS		3
ARTICLE II FORMATION OF PARTNERSHIP		3
2.1	Formation	3
2.2	Name	3
2.3	Principal Office	3
ARTICLE III FILING OF CERTIFICATES AND OTHER DOCUMENTS		4
3.1	Additional Filings of Certificates	4
3.2	Filing of Other Documents	4
ARTICLE IV PURPOSE		4
4.1	Purpose and Character of Business	4
ARTICLE V TERM, FISCAL YEAR AND ACCOUNTING METHOD		5
5.1	Term	5
5.2	Fiscal Year; Accounting Method	5
ARTICLE VI CONTRIBUTIONS AND CAPITAL		5
6.1	Capital Contributions	5
6.2	Additional Capital Contributions	6
6.3	Withdrawal of Capital	6
6.4	Interest	6
6.5	No Liability for Return of Capital	6
6.6	No Third Party Rights	6
ARTICLE VII DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES		6
7.1	Distributions	6
7.2	Form of Distribution	7
7.3	Allocation of Profits and Losses	7
ARTICLE VIII TAX MATTERS		7
8.1	Considered a Partnership	7
8.2	General Partner as Tax Matters Partner	7
8.3	Preparation of Tax Returns	8
8.4	Elections by Tax Matters Partner	8
8.5	Special Basis Adjustment	9
8.6	Survival of Tax Provisions	9

i

ARTICLE IX BOOKS, RECORDS, ACCOUNTING AND REPORTS		9
9.1	Books and Records	9
9.2	Delivery of Documents	10
9.3	Reports; Fiscal Year	10
9.4	Tax Returns	10
9.5	Bank Accounts	11
9.6	Annual Audit	11
ARTICLE X COMPENSATION AND REIMBURSEMENT OF GENERAL PARTNER		11
10.1	Compensation	11
10.2	Reimbursement of Expenses	11
ARTICLE XI RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER		11
11.1	Management of the Partnership	11
11.2	Devotion of Time and Other Business	13
11.3	Exculpation	13
11.4	Indemnification	14
11.5	Miscellaneous Management Matters	14
11.6	Execution of Partnership Instruments	14
11.7	Acknowledgment of General Partner Assignment	15
ARTICLE XII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS		16
12.1	No Right to Participate in Management	16
12.2	Limited Liability	16
12.3	Matters Subject to Vote	16
12.4	Call of Meetings and Written Consents	18
12.5	Manner of Voting	18
12.6	Limitations	19
12.7	Compensation and Reimbursement	19
12.8	Investment Opportunities	19
ARTICLE XIII ASSIGNMENT OF LIMITED PARTNERSHIP INTERESTS		19
13.1	Restrictions on Transfers	19
13.2	Intentionally Omitted	20
13.3	Rights of Assignee of Limited Partner	20
13.4	Substitution of Assignee of Limited Partner	20
13.5	Confirmation of Transfer of Limited Partnership Interest	21
13.6	Indemnification	21
13.7	Bankruptcy of a Limited Partner	22
13.8	Further Assignments	22
13.9	Additional Limited Partner	22

ii

ARTICLE XIV REMOVAL, WITHDRAWAL AND REPLACEMENT OF GENERAL PARTNER		22
14.1	Removal for Good Cause Only	22
14.2	Vote	23
14.3	Dispute Regarding Removal	23
14.4	Voluntary Withdrawal	23
14.5	Selection of a Substitute General Partner	24
14.6	Substitution	24
14.7	Removed General Partner Not Liable	24
14.8	intentionally Omitted	24
14.9	Conversion or Purchase of the General Partner’s Interest	24
ARTICLE XV DISSOLUTION, LIQUIDATION AND TERMINATION OF THE PARTNERSHIP		25
15.1	Events of Dissolution	25
15.2	Right to Continue the Partnership’s Business	26
15.3	Liquidation	26
15.4	Termination	27
15.5	Compliance With Timing Requirements of Regulations	27
ARTICLE XVI MISCELLANEOUS PROVISIONS		28
16.1	Amendments	28
16.2	Notices	28
16.3	Power of Attorney	29
16.4	Severability	29
16.5	Application of Florida Law	29
16.6	Sole and Absolute Discretion	29
16.7	Confidential Information	29
16.8	Headings	30
16.9	Entire Agreement	30
16.10	Gender and Number	30
16.11	Successors	30
16.12	Variation of Pronouns	30
16.13	Attorneys’ Fees	30
16.14	Further Action	30
16.15	Counterparts	30
16.16	Covenant to Sign Documents	31
16.17	Time of Essence	31
16.18	Force Majeure	31
16.19	No Partition	31
16.20	Not for Benefit of Creditors	31
16.21	Withholding	32
16.22	Representations of Limited Partners	32
16.23	Waiver	32
16.24	Construction	32
16.25	Incorporation by Reference	32

iii

EXHIBIT A	A-1
EXHIBIT B	B-1
EXHIBIT C	C-1
EXHIBIT D	D-1

iv

THE LIMITED PARTNERSHIP INTERESTS REFERRED TO HEREIN (“INTERESTS”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF DELAWARE OR ANY OTHER STATE. SUCH INTERESTS ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE LAW.

A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER APPLICABLE STATE SECURITIES LAWS AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR APPLICABLE STATE LAW.

ARTICLE XIII OF THE PARTNERSHIP AGREEMENT PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE INTERESTS.

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE INVESTMENT, L.P.,

A DELAWARE LIMITED PARTNERSHIP

THIS LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of Lake Investment, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of the 23rd day of July, 1992, by and among NCP Lake Power Incorporated, a Delaware corporation, as the general partner (“NCP Lake” or the “General Partner”), and NCP Gem Incorporated, a Delaware corporation, as a limited partner (“Gem”), and any other limited partner admitted to the Partnership in accordance with the terms of this Agreement.

RECITALS

A.       Lake Cogen, Ltd., a Florida limited partnership (the “Project Partnership”) was formed by Peoples Cogeneration Company, a Florida corporation (“Peoples”), as a general partner, and Gator Gas Marketing, Inc., a Florida corporation (“Gator”), as a general partner, and Peoples and Gator as limited partners for the purpose of developing, financing, constructing, owning (or selling and leasing back) and operating a gas-fired cogeneration facility as such term is defined in the Public Utility Regulatory Policies Act of 1978, and the regulations promulgated thereunder, all as amended (“PURPA”). No written partnership agreement was entered into, but a Certificate of Limited partnership was filed on March 13, 1991. On August 28, 1991, Gator assigned its general partner interest to NCP Lake Power Incorporated, a Delaware corporation (“NCP Lake” or General Partner”), Gator assigned its limited partner interest to Lake Investment, L.P., a Delaware limited partnership (“LIL”) and Peoples assigned its general partner and limited partner interests to UMA Power Co., a Florida corporation (“UMA”). On August 28, 1991, NCP Lake, LIL and UMA entered into an Agreement of Limited Partnership (the “Prior Agreement”). On September 27, 1991, UMA entered into an agreement dated September 27, 1991, pursuant to which (i) UMA conveyed all of its right, title and interest in the Partnership to NCP Lake and LIL and (ii) UMA withdrew as a general partner and a limited partner of the partnership.

B.        Pursuant to that certain First Amended and Restated Agreement of Limited Partnership of Lake Cogen, Ltd., a Florida limited Partnership, to be dated as of the 24th day of July, 1992 (the “FARALP”), it is contemplated that NCP Lake will be the managing general partner of the Project Partnership and that the Partnership will be a limited partner of the Project Partnership.

C.        The Certificate of Limited Partnership of the Partnership was filed in the Office of the Secretary of State of the State of Delaware on May 23, 1991.

D.       The General Partner and the Limited Partner desire to continue the Partnership on the terms and conditions set forth herein and to enter into this Agreement to govern the relationships of the parties hereto.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein, the parties agree as follows:

2

ARTICLE I

DEFINITIONS

The capitalized terms used in this Agreement shall have the meanings set forth herein or in Exhibit c attached hereto.

ARTICLE II

FORMATION OF PARTNERSHIP

Section 2.1       Formation. The General Partner caused the Certificate to be prepared and to be filed in the Office of the Secretary of State of the State of Delaware on May 23, 1991. The General Partner and the Limited Partner hereby ratify and approve the Certificate, as the Certificate of Limited Partnership of the Partnership effective as of the date of this Agreement. The parties hereto acknowledge that the Partnership has been formed under the Act, and that the Act shall govern the rights and liabilities of the parties hereto, except as otherwise herein expressly stated. The General Partner shall be the initial general partner of the Partnership. The Limited Partner named in the introductory paragraph of this Agreement shall be the initial limited partner of the Partnership. The Partners expressly ratify and approve all prior actions of the Partnership including but not limited to the entry into the Agreement of Limited Partnership of Lake Cogen, Ltd. dated as of August 28, 1991.

Section 2.2       Name. The name of the Partnership is “LAKE INVESTMENT, L.P.” The business of the Partnership may be conducted under any name chosen by the General Partner, in accordance with the Act, and the General Partner may, in its sole discretion, change the name of the Partnership from time to time. The General Partner shall promptly notify the Limited Partners of any such name change.

Section 2.3       Principal office. The principal office of the Partnership shall be located at 1100 Town & country Road, Suite 800, Orange, California 92668. From time to time, the General Partner may change the location of such principal office and may establish such additional offices as the General Partner may deem advisable, in the General Partner’s sole discretion. Notification of any such change or additional offices shall be given to the Limited Partners as soon as practicable.

3

ARTICLE III

FILING OF CERTIFICATES AND OTHER DOCUMENTS

Section 3.1       Additional Filings of Certificates. In addition to the filing of the Certificate and the amendments to the Certificate with the Delaware Secretary of state, the General Partner shall cause the Certificate and the amendments to the Certificate to be filed in such other places as are or shall be required by the Operative Documents or by applicable law. The General Partner shall also cause the Certificate to be amended as and when required by applicable law, and shall cause to be prepared and filed in the office of the Delaware Secretary of State and in such other places as are or shall be required by applicable law any Certificate of Cancellation required to be filed by applicable law.

Section 3.2       Filing of Other Documents. From time to time, the General Partner shall sign, acknowledge, swear, file and publish any additional certificates, notices, statements or other instruments, including without limitation, any appropriate fictitious business name statements, as, when and where required by any provisions of law governing the formation of the Partnership or the conduct of its business or to enable the Partnership to hold Partnership Property in the Partnership’s name.

ARTICLE IV

PURPOSE

Section 4.1       Purpose and Character of Business. The purpose and character of the business of the Partnership is to act as a limited partner of, and to hold an equity interest in, the Project Partnership. The Partnership may do any or all things that may be necessary, convenient, incidental, or appropriate to the conduct of the business and the achievement of the purposes specified above. Without limiting the generality of the foregoing: (a) the Partnership may borrow money from the General Partner in its individual capacity, any Affiliate of the General Partner, any Limited Partner in such Limited Partner’s individual capacity, any Affiliate of any such Limited Partner or any other third person, and may give security therefor and repay such loans, and otherwise enter into, perform and discharge contracts, agreements, instruments and other arrangements with the General Partner in its individual capacity, any Affiliate of the General Partner, any Limited Partner in such Limited Partner’s individual capacity, any Affiliate of any such Limited Partner or any third person, all such transactions and arrangements to be on arms-length terms; (b) the Partnership may act as guarantor of the

4

obligations of, or otherwise for the benefit of, the Project Partnership, and grant one or more security interests in its interest in the Project Partnership; (c) the Partnership may loan money to the Project Partnership; and (d) the Partnership may (i) develop, own, sell, transfer, convey, license, mortgage, pledge, exchange, exploit or otherwise dispose of or deal with all of the property of every nature whatsoever of the Partnership, (ii) incur indebtedness, secured or unsecured, for any of the purposes of the Partnership, (iii) engage in any activities in the opinion of the General Partner that are in furtherance of said purpose and are not prohibited by law and (iv) execute, deliver and perform all of the Operative Documents to which it is a party and all such further documents, writings, agreements, certificates, acknowledgments, applications and instruments incidental thereto, in each case as the same may be amended, modified, supplemented or replaced from time to time.

ARTICLE V

TERM, FISCAL YEAR AND ACCOUNTING METHOD

Section 5.1       Term. The term of the Partnership commenced on May 23, 1991, the date the Certificate was filed in the office of the Delaware Secretary of State. Unless earlier dissolved pursuant to Section 15.1 hereof or the provisions of the Act, the Partnership shall be dissolved on December 31, 2040, and the winding up of the Partnership shall occur on or before December 31, 2041.

Section 5.2       Fiscal Year; Accounting Method. The Partnership’s fiscal year shall be the calendar year, unless otherwise required by law. The Partnership’s books and records shall be maintained on an accrual basis in accordance with GAAP and tax accounting methods applicable to the Partnership, unless otherwise required by law.

ARTICLE VI

CONTRIBUTIONS AND CAPITAL

Section 6.1       Capital Contributions.

(a)        Limited Partners. As of the date of this Agreement, each Limited Partner has contributed to the capital of the Partnership the net amount set forth opposite such Partner’s name on Exhibit A attached hereto, and such amount has been credited to such Partner’s Capital Account.

(b)        General Partner. As of the date of this Agreement, the General Partner has contributed to the capital of

5

the Partnership the net amount set forth opposite such Partner’s name on Exhibit A attached hereto, and such amount has been credited to such Partner’s Capital Account.

Section 6.2       Additional Capital Contributions. No Limited Partner shall be required to make any contributions to the capital of the Partnership in excess of the Capital Contribution of such Limited Partner referred to in Section 6.1(a) hereof. Furthermore, no Limited Partner may make an additional contribution to the capital of the Partnership without the consent of the General Partner.

Section 6.3       Withdrawal of Capital. No Partner shall have the right to withdraw its Capital Contribution or to receive any return of a portion of its Capital Contribution.

Section 6.4       Interest. Interest earned on funds of the Partnership shall constitute Partnership property and no Partner shall be entitled to interest on any Capital Contribution, on any Capital Account balance or on any undistributed or reinvested Partnership property.

Section 6.5       No Liability for Return of Capital. The General Partner shall not be personally liable for the return of any portion of the Capital Contribution of any Limited Partner; the return of such Capital Contribution shall be made solely from Partnership assets. Under the circumstances requiring a return of any Capital Contribution, no Partner shall have the right to demand or receive property other than cash except as may be specifically provided for in this Agreement.

Section 6.6       No Third Party Rights. Except as each Partner may otherwise consent with respect to such Partner’s own obligations or rights, the obligations or rights of the Partnership or of Partners to make or require any Capital Contribution under this Agreement shall not grant any rights to, or confer any benefits upon, any Person who is not a Partner unless otherwise required by applicable law.

ARTICLE VII

DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES

Section 7.1       Distributions. The Partnership intends to make distributions of Cash Available for Distribution from time to time (each such distribution a “Distribution”) as determined by the General Partner, subject to the following: (i) Distributions may be restricted or suspended when the General Partner determines in its sole and absolute discretion that it is in the best interest of the Partnership to do so; (ii) Distributions

6

shall be limited by, or otherwise subject to the provisions of, the Operative Documents and any other indebtedness of the Partnership; and (iii) no Distributions shall be made under this Section 7.1 that would render the Partnership insolvent or jeopardize or limit the business activities or prospects of the Partnership. Subject to the foregoing and to Article XV hereof, Cash Available for Distribution, if any, shall be distributed to the Partners in proportion to the Partnership Interest of each Partner.

Section 7.2       Form of Distribution. No Partner shall have any right to receive any Partnership Property other than cash upon a Distribution, except as specifically provided in this Agreement. A Partner shall not be compelled to accept a distribution of Partnership Property other than cash.

Section 7.3       Allocation of Profits and Losses. The Profits, Losses and other items of the Partnership shall be allocated among the Partners as set forth in Exhibit D attached hereto.

ARTICLE VIII

TAX MATTERS

Section 8.1       Considered a Partnership. The Partners intend that, as defined in Section 7701(a) (2) of the Code, the Partnership will be treated as a partnership for United States, state and local income tax purposes. Specifically, each Partner agrees not to make the election described in Section 761(a) of the Code to be excluded from the application of the provisions of Subchapter K. Moreover, each Partner further agrees not to make an election to be excluded from the application of the partnership provisions of any applicable state taxation code or statute.

Section 8.2       General Partner as Tax Matters Partner. The General Partner is designated the tax matters partner (“Tax Matters Partner”) as provided in Section 6231(a) (7) (A) of the Code and any comparable provision of state or local law. Except as otherwise provided herein, this designation is effective only for the purpose of activities performed under the Agreement pursuant to the provisions of the Code and any comparable provision of state or local law and shall be subject to the following terms and conditions:

(a)        The Tax Matters Partner shall timely file all necessary Federal, state and local partnership income tax returns for the Partnership in accordance with Section 8.3 hereof and shall furnish the Partners with copies of all such returns.

7

(b)        The Tax Matters Partner shall keep the Partners fully and timely informed of all administrative and judicial proceedings for the adjustment of Partnership items (as defined in Section 6231(a) (3) of the Code and any comparable provision of state or local law) at the Partnership level.

(c)        If notice of an administrative proceeding under Section 6223 of the Code (or any comparable provision of state or local law) is received by a Partner, such Partner shall notify the Tax Matters Partner of the treatment of any Partnership item on the Partner’s income tax return which is or may be inconsistent with the treatment of that item on the Partnership return.

(d)        No Partner shall enter into any settlement agreement with any taxing authority with respect to any Partnership item unless and until such Partner shall have first notified the Tax Matters Partner in writing of the proposed agreement and its terms at least 30 days prior to entering into such settlement.

(e)        The Tax Matters Partner or any Partner shall notify all Partners of any intention to file a petition with the Tax Court for a redetermination of any Partnership item within five (5) business days from the date of the Notice of Final Partnership Administrative Adjustments.

(f)         The Tax Matters Partner may enter into one or more agreements with the Internal Revenue Service with respect to the tax treatment of any items of Partnership income, loss, deductions or credits and, to the extent permitted under the Code, may expressly argue that such agreement or agreements shall bind all of the Partners.

Section 8.3       Preparation of Tax Returns. The Tax Matters Partner shall cause the preparation and filing of United States, state and local income tax returns on behalf of the Partnership. Each Partner agrees to furnish the Tax Matters Partner such information as each Partner may have which is required for the proper and timely preparation of such returns.

Section 8.4       Elections by Tax Matters Partner. The Tax Matters Partner shall make the following elections under the Code and regulations and any similar state and local statutes and regulations:

(a)        To adopt the calendar year as the annual accounting period, unless otherwise required by law;

(b)        To adopt the accrual method of accounting;

8

(c)        To amortize organizational expenditures, if any, over a sixty (60) month period in accordance with Section 709(b) of the Code and any similar state statutes; and

(d)        To make such other elections as the Tax Matters Partner may deem advisable to reduce Partnership taxable income to the maximum extent possible and to take deductions in the earliest taxable year possible in accordance with the Code and the Treasury Regulations.

Section 8.5       Special Basis Adjustment. In connection with Distributions or any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner in its discretion may cause the Partnership, at the written request of the transferor or the transferee with respect to a transfer of a Partnership interest, on behalf of the Partnership and at the time and in the manner provided in the Regulations, to make an election to adjust the basis of Partnership Property in the manner provided in Sections 734(b), 743(b) and 754 of the Code. If such election is made with respect to a transfer of a Partnership interest, the transferee shall pay all costs incurred by the Partnership in connection therewith, including, without limitation, reasonable attorneys’ and accountants’ fees.

Section 8.6       Survival of Tax Provisions. The provisions of this Agreement relating to tax matters shall survive the termination of the Partnership and this Agreement and the termination of any Partner’s interest in the Partnership and shall remain binding on that Partner for the period of time necessary to resolve with any Federal, state or local tax authority any tax matters regarding the Partnership.

ARTICLE IX

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1       Books and Records. The Partnership’s books and records, together with copies of all of the documents and papers pertaining to the business of the Partnership and a copy of the Assignment of Partnership Interests, shall be kept at the principal place of business of the Partnership and at all reasonable times upon reasonable notice shall be open to the inspection of and may be copied and excerpts taken therefrom by any Partner, or such Partner’s duly authorized representative, provided that such inspection is made in good faith and without any intent to damage the Partnership or any of the Partners. The books and records of the Partnership shall be kept in accordance with GAAP, and shall reflect the Partnership transactions and be appropriate and adequate for the Partnership’s business.

9

Section 9.2       Delivery of Documents. The Partnership shall provide to each Limited Partner not affiliated with the General Partner each of the following Partnership documents:

(a)        Within thirty (30) days after the end of each fiscal year during which such list has changed, a current list of the full name and last known business or residence address of each Partner, specifying separately the General Partner and Limited Partners; and

(b)        As soon as practicable, a copy of the Certificate, and all certificates of amendment thereto and other certificates filed pursuant to the Act, promptly after the filing thereof, together with executed copies of any powers of attorney pursuant to which any such certificate has been executed.

Section 9.3       Reports; Fiscal Year.

(a)        Annual Reports. Within one hundred twenty (120) days after the close of each fiscal year, a full and accurate accounting shall be made of the affairs of the Partnership as of the close of such fiscal year. Upon such accounting being made, the Profits or Losses and other items sustained by the Partnership during such fiscal year shall be ascertained and credited or debited, as the case may be, in the books of account of the Partnership to the Partners in the proportions specified in this Agreement. The financial statements in such annual report shall include a balance sheet, an income statement and a statement of changes in financial position and shall be accompanied by either the reports prepared by independent accountants engaged by the Partnership pursuant to Section 9.6 hereof.

(b)        Semi-annual Reports. The General Partner shall prepare and forward to the Limited Partners semi-annual unaudited financial information summarizing the results of operations of the Partnership’s business for the six months then ended as soon as reasonably practicable after the end of each such period, the form and extent of which shall be in the sole discretion of the General Partner.

Section 9.4       Tax Returns. The General Partner shall send to each Limited Partner, within one hundred twenty (120) days after the end of each tax year, the information necessary for such Limited Partner to complete its Federal and state income tax or information returns. The General Partner shall also send to the Limited Partners, within one hundred twenty (120) days after the end of each tax year, a complete copy of the Partnership’s Federal, state, and local income tax or information returns for the year.

10

Section 9.5Bank Accounts. All funds of the Partnership shall be deposited in the name of the partnership in such bank accounts or other accounts, including, in the sole discretion of the General Partner, money market funds or other short term investments, as shall be determined by the General partner. All withdrawals therefrom shall be made upon checks signed on behalf of the Partnership by any officer of the General Partner or by any Person or Persons authorized by the General Partner to sign checks on behalf of the Partnership.

Section 9.6Annual Audit. The partnership accountants (“Partnership Accountants”) shall be Deloitte & Touche or another firm of independent certified public accountants of recognized national standing selected by the General Partner. The Partnership Accountants shall audit the Partnership’s books and records each year.

ARTICLE X

COMPENSATION AND REIMBURSMENT OF GENERAL PARTNER

Section 10.lCompensation. The General Partner shall not be paid any management fee or other compensation for the discharge of its duties as General Partner; provided, however, that the General Partner may be compensated, in its individual capacity, pursuant to any contract, agreement or other arrangement entered into pursuant to Section 4.1 hereof.

Section 10.2Reimbursement of Expenses. All business expenses, costs (including appropriate corporate overhead), fees, and other outlays advanced, paid or otherwise incurred by the General Partner in connection with the formation of the Partnership, the conduct of its business and operations (including the Partnership’s investment in the Project Partnership) or its dissolution and liquidation shall be reimbursed by the Partnership. Any requested reimbursement shall be paid to the General Partner at all times upon demand before any distribution to the Partners shall be made pursuant to Section 7.3 hereof.

ARTICLE XI

RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER

Section 11.1Management of the Partnership.

(a)Control in General Partner. The General Partner shall have full and exclusive control of the management and operation of the business of the Partnership and shall make all business judgments, determinations and decisions affecting

11

the affairs of the Partnership except as otherwise specifically provided herein. The General Partner shall have, subject to any limitations imposed elsewhere in this Agreement, the power and authority on behalf of the Partnership to do or cause to be done any and all acts deemed by the General Partner to be necessary or appropriate in connection with the management and operation of the business of the Partnership, including, without limitation, the power and authority on behalf of the Partnership to: (i) cause the Partnership to borrow money from the General Partner in its individual capacity or from any Affiliate of the General Partner, any Limited Partner in such Limited Partner’s individual capacity, any Affiliate of any such Limited Partner or any other Person, and to give security therefor and to repay such loans, and otherwise to enter into, perform and discharge contracts, agreements, instruments and other arrangements with the General Partner in its individual capacity or any Affiliate thereof, or any Limited Partner in such Limited Partner’s individual capacity, or any Affiliate of any such Limited Partner or any other Person, all such transactions and arrangements to be on arms-length terms and otherwise upon such terms and conditions as the General Partner, in its discretion, determines; (ii) sell all or substantially all of the assets of the Partnership with the consent of a Majority in Interest of the Limited Partners or pledge all or substantially all of the assets of the Partnership without such consent; (iii) cause the Partnership to carry such insurance as the General Partner deems to be appropriate and adequate to protect the General Partner as provided in Section 11.4 hereof; (iv) submit any Partnership claim or liability to arbitration or reference; (v) change the Partnership Accountants; (vi) execute, acknowledge (if appropriate) and deliver any and all instruments to effect any and all of the foregoing; (vii) execute, deliver and perform all of the Operative Documents to which it is a party and all such further documents, writings, agreements, certificates, acknowledgments, applications and instruments incidental thereto, in each case as the same may be amended, modified, supplemented or replaced from time to time; and (viii) execute, acknowledge (if appropriate) and file or record such applications, notices, certifications and other documents with such Federal, state or local governmental agencies as may be necessary or appropriate in connection with the Partnership’s investment in the Project Partnership. In connection with the foregoing, it is agreed that any instrument, agreement or other document executed by the General Partner while acting in the name and on behalf of the Partnership shall be deemed to be an action of the Partnership as to any third parties (including each Limited Partner as a third party for such purposes).

(b)The General Partner shall take or cause to be taken all actions that the General Partner reasonably and in good faith deems to be necessary or appropriate for carrying out the

12

purposes of the Partnership in accordance with the terms and provisions of this Agreement and the requirements of applicable laws and regulations and for continuing the Partnership’s valid existence as a limited partnership under the laws of the State of Delaware. The General Partner shall have the right, on behalf of the Partnership, to designate irrevocably or otherwise one or more Persons an attorney-in-fact to act on behalf of the Partnership. Nothing in this Agreement shall preclude the engagement, at the expense of the Partnership, of any agent or person, to manage or provide other services in respect of the Partnership, subject to the control of the General Partner.

Section 11.2Devotion of Time and Other Business. The General Partner shall devote to the Partnership’s affairs such time, on a nonexclusive basis, as is necessary to perform its duties as General Partner hereunder. The General Partner shall use its judgment in causing its officers diligently to pursue and to apply their general skills, time and effort to the General Partner’s duties to the extent reasonably necessary to manage the affairs of the Partnership. Nevertheless, the officers of the General Partner shall not be required to devote their full time to Partnership affairs, except to the extent necessary from time to time for the proper performance of its duties hereunder, and may engage in other businesses, including businesses identical or similar to the Partnership’s business, without limiting the foregoing, the General Partner shall be permitted to serve as the managing general partner of the Project Partnership. Neither the General Partner nor any of its shareholders, officers or directors shall be obligated to present any particular investment opportunity to the Partnership, even if the opportunity is of a character which, if presented to the Partnership, could be taken by the Partnership. The General Partner and its shareholders, officers or directors shall have the right to take for their own account, or to recommend to others, any investment opportunity without liability to the Partnership or the Limited Partners.

Section 11.3Exculpation. Neither the General Partner nor any of its shareholders, officers, directors, representatives or agents shall be liable, responsible or accountable in damages or otherwise to the Partnership or any Limited Partner, individually or collectively, for any loss, liability, damage or expense incurred by reason of any act or omission performed or omitted by such Person either on behalf of the Partnership or in furtherance of the interests of the Partnership, and in a manner believed in good faith by such Person to be within the scope of the authority granted to the General Partner by this Agreement or by law, so long as such Person is not determined by a final adjudication of a court of competent jurisdiction to be guilty of gross negligence or gross misconduct with respect to such act or omission.

13

Section 11.4Indemnification. The General Partner and its direct and indirect shareholders, officers, directors, representatives and agents shall be held harmless and be indemnified by the Partnership for any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys’ fees) suffered by virtue of any acts or omissions or alleged acts or omissions arising out of such Person’s activities either on behalf of the Partnership or in furtherance of the interests of the Partnership, and in a manner believed in good faith by such Person to be within the scope of authority conferred on the General Partner by this Agreement or law, so long as such Person is not determined by a final adjudication of a court of competent jurisdiction to be guilty of gross negligence or gross misconduct with respect to such acts or omissions. Such indemnification or agreement to hold harmless shall only be recoverable out of the assets of the Partnership, including insurance proceeds, if any, and not from the Limited Partners. The General Partner and each director of the General Partner shall have the right (and no other Person shall have the right) to select its own attorney, if it makes a reasonable showing that the Partnership attorney cannot adequately represent its interest. The Partnership shall pay the expenses incurred by an indemnified Person before the final disposition of any suit or proceeding only after the indemnified Person delivers to the Partnership an undertaking promising to repay amounts so expended by the Partnership if it is later adjudicated or determined that the Person is not entitled to indemnification under this Agreement.

Section 11.5Miscellaneous Management Matters. The General Partner may rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other document it believes to be genuine and to have been signed or presented by the proper party or parties. The General Partner may consult with any attorneys, accountants, appraisers, management consultants, investment bankers, and other consultants it selects (who may also serve as consultants for the Partnership). An opinion by any consultant on a matter which the General Partner believes to be within the consultant’s professional competence shall be complete protection as to any action or omission by the General Partner based in good faith on the opinion. The General Partner shall not be responsible to the Limited Partners for the misconduct, negligence, acts, or omissions of any consultant or agent of the Partnership, or the General Partner and assumes no obligations as to these consultants or agents except to use due care in selecting them.

Section 11.6Execution of Partnership Instruments. The General Partner may execute all deeds, leases, notes, mortgages, joint venture or partnership agreements, contracts, certificates, correspondence and any and all other instruments executed on the

14

Partnership’s behalf, and for which the General Partner has authority, in substantially the following form or in any other manner consistent with applicable law:

Lake Investment, L.P.
By:	NCP Lake Power Incorporated,
	Its General Partner
By
	(Name of authorized representative)
Its
	(Title)

The General Partner has the right to authorize other Persons to execute such documents and instruments on the Partnership’s behalf as the General Partner deems appropriate.

Section 11.7Acknowledgment of General Partner Assignment. The Limited Partners acknowledge that the General Partner will assign its interest in the Partnership to the Owner Participant, as agent for the Secured Parties under certain of the Operative Documents, pursuant to the Assignment of Partnership Interests, and the Limited Partners expressly consent to such assignment. The Limited Partners acknowledge and agree that (i) except and only to the extent expressly set forth in Section 2.02 of the Assignment of Partnership Interests, the Owner Participant (and not the General Partner) is entitled to exercise any and all voting and/or consensual rights and management powers of the General Partner that are granted hereunder or under the Act (including without limitation, the rights and powers of the General Partner described in Article XI hereof) and (ii) any such exercise of such rights and powers by the Owner Participant shall be deemed the valid exercise of such rights or powers by the General Partner hereunder. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Owner Participant shall foreclose or exercise any similar remedy under the Assignment of Partnership Interests with respect to the interests of the General Partner assigned thereunder (or if the General Partner shall transfer or assign such interest in lieu of foreclosure) (such a foreclosure, transfer or assignment being herein referred to as a “Section 11.7 Transfer”), subject only to the execution and delivery by a purchaser, transferee or assignee (each a “Section 11.7 Transferee”) in connection with such Section 11.7 Transfer of a Substitute General Partner Agreement (as defined in Section 14.6 hereof), none of the restrictions set forth in Articles XIII or XIV hereof shall be applicable to any such Section 11.7 Transferee and upon the completion of such Section 11.7 Transfer the Section 11.7 Transferee shall

15

immediately become a Substitute General Partner. The Limited Partners hereby irrevocably consent and agree to the admission of any Section 11.7 Transferee as a Substitute General Partner and agree to promptly execute and deliver upon request any and all instruments, certificates and further assurances of such consent and the admission of such Section 11.7 Transferee as a Substitute General Partner.

ARTICLE XII

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

Section 12.1No Right to Participate in Management. The Limited Partners shall not, and shall have no right to, participate in the control, conduct or operation of the Partnership or the Partnership’s business, and shall have no right or authority to act for or bind the Partnership; provided, however, that the Limited Partners may select a Person to act for and bind the Partnership during the winding up period following dissolution of the Partnership pursuant to, and subject to the conditions of, Section 15.3(a) hereof in the event that the General Partner is no longer a general partner of the Partnership and no Substitute General Partner exists. A Limited Partner shall not be deemed to participate in the management or control of the Partnership solely by virtue of consulting with and advising the General Partner with respect to the business of the Partnership or exercising any rights or powers which the Limited Partners are permitted to exercise pursuant to this Agreement and Section 17-803 of the Act.

Section 12.2Limited Liability. No Limited Partner or assignee of a Limited Partner shall have any liability whatsoever for any debts, liabilities or other obligations of the Partnership, beyond the amount of such Limited Partner’s Capital Contribution pursuant to section 6.1(a) hereof; provided, however, that each Limited Partner may be required to return any Distributions made to such Limited Partner (with interest thereon) in violation of Section 17-607 of the Act. A Limited partner, as such, shall not be personally liable for any obligations of the Partnership, and shall not be obligated to make loans to the Partnership. As specified in Section 11.4 hereof, the Limited Partners shall not be required to indemnify the General Partner except out of Partnership assets.

Section 12.3Matters Subject to vote. The General Partner shall not take any action set forth in subsections (a)-(l) of this Section 12.3 unless such action has been approved by the consent or affirmative vote of a Majority in Interest of the Limited

16

Partners. Except as provided in Section 11.7 hereof, the Limited Partners shall have the right to vote upon the following matters and no others:

(a)An election to continue the Partnership or an election to continue the business of the Partnership following the dissolution of the Partnership or in the circumstances set forth in Articles XIV or XV;

(b)The incurrence, renewal, refinancing or payment of indebtedness by the Partnership except in the ordinary course of its business and except in the case of the Operative Documents, which the General Partner is expressly authorized to enter into and execute on behalf of the Partnership without any further action of the Partners;

(c)A change in the nature of the business of the Partnership;

(d)Removal of the General Partner as provided in Section 14.2 hereof;

(e)Admission of a Substitute General Partner;

(f)Admission of an additional general partner;

(g)Amendment of this Agreement, as provided in Section 16.1;

(h)The execution or performance of any contract, agreement or other arrangement by the Partnership with the General Partner in its individual capacity or with any Affiliate of the General Partner, except as provided in Section 4.1 hereof;

(i)Any matter required by this Agreement to be submitted by the Tax Matters Partner to the Limited Partners for the consent or approval of the Limited Partners;

(j)Any matter for which a vote is required by another provision of this Agreement;

(k)The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, all or substantially all of the assets of the partnership except for (i) a sale, exchange, lease, mortgage, assignment, pledge, transfer or granting of a security interest in the ordinary course of business and (ii) the Operative Documents, which the General Partner is expressly authorized to enter into and execute on behalf of the Partnership without any further action of the Partners; and

17

(1)Such other matters as the General Partner may submit in its sole and absolute discretion to the Limited Partners for a vote or for their consent.

Section 12.4Call of Meetings and written Consents. The General Partner may call a meeting of the Limited Partners for a vote, or may call for a vote or consent without a meeting. The General Partner shall call a meeting of the Limited Partners for a vote, or shall call for a vote or consent without a meeting, within twenty (20) days after receiving a written request from Limited Partners holding twenty percent (20%) or more of the aggregate Limited Partnership Interests for a vote or consent with respect to any matter as to which any or all of the Limited Partners may vote or consent pursuant to Section 12.3 hereof; provided, however, that the foregoing right of the Limited Partners to request that the General Partner call a meeting or call for a vote or consent shall not give the Limited Partners the right or power to compel the General Partner or the Partnership to take any action with respect to any matter set forth in Section 12.3 hereof, except for any action by the Limited partners pursuant to Section 14.2 hereof or Section 12.3(d) hereof. The General Partner’s notice of a meeting shall state the time and place of the meeting, and the general nature of the business to be transacted; if no meeting is called, the General Partner’s notice shall state the matter or matters as to which a vote or consent is being sought and the date on which such votes or consents shall be counted. The date of the meeting, or the date on which votes or consents shall be counted, shall be no less than ten (10) nor more than sixty (60) days after the mailing of the General Partner’s notice. The meeting, if any, shall be held at the Partnership’s principal place of business or at such other location as the General partner shall state in the notice. The Partnership shall bear all expenses of the notification and meeting or vote or consent.

Section 12.5Manner of voting. Each Limited Partner shall be entitled to cast votes (a) at a meeting, in person, by written proxy or by a signed writing directing the manner in which the vote is to be cast, which writing must be received by the General Partner before the meeting or (b) without a meeting, by a signed writing indicating the matter as to which the vote or consent is effective and, if a vote, whether it is in support of or opposition to such matter, which writing must be received by the General Partner at or before the time and date on which the votes or consents are to be counted. Only the votes or consents of Limited Partners of record on the date on which the General Partner sends its notice, whether at a meeting or otherwise, shall be counted. The General Partner shall be entitled to vote its Limited Partnership Interest, if any, for all matters in the same fashion as other Limited Partners. If a proposal is

18

approved by an action of the Limited Partners taken without a meeting, the written vote or consent shall set forth the action to be taken and shall be signed by Limited Partners owning, in the aggregate, not less than the minimum percentage of the aggregate Limited Partnership Interest that would be necessary to authorize or take such action at a meeting at which all the Limited Partners were present and voted.

Section 12.6Limitations. No Limited Partner shall have the power to: (a) withdraw from the Partnership or reduce its contribution to the capital of the Partnership; (b) except as may be otherwise required by law, cause the dissolution and termination of the Partnership by court decree or otherwise; or (c) demand or receive property other than cash in return for such Limited Partner’s Capital Contribution. No specific time has been agreed upon for the repayment of any Limited Partner’s Capital Contribution.

Section 12.7Compensation and Reimbursement. No salary or other compensation shall be paid to any Limited Partner.

Section 12.8Investment Opportunities. No Limited Partner shall be obligated to present any investment opportunity to the Partnership, even if the opportunity is of a character that could be taken by the Partnership if presented to it. Each Partner shall have the right to take for its own account, or to recommend to others, any investment opportunity presented to it.

ARTICLE XIII

ASSIGNMENT OF LIMITED PARTNERSHIP INTERESTS

Section 13.1Restrictions on Transfers. Except as otherwise provided in the Operative Documents, no Partner shall directly or indirectly, voluntarily, involuntarily or by operation of law, convey, exchange, assign, mortgage, encumber, hypothecate, pledge, sell or otherwise transfer (each a “Transfer”) all or any portion of its interest in the Partnership, or enter into any agreement to do so, except in accordance with the provisions of this Article XIII. Any attempted Transfer in violation of the terms of this Article XIII or any of the provisions of the Operating Documents shall be void and of no force or effect. As used herein, a “Transfer” shall be deemed to include a Transfer of any shares, voting rights or ownership interests which will result in a change in the identity of the Person or Persons exercising, or who may exercise, effective control of a Partner.

No Partner may Transfer any portion of its interest in the Partnership unless: (a) the General Partner and the Owner Participant shall have received the Required Opinion

19

from counsel selected by, or reasonably acceptable to, the General Partner, and the General Partner shall have consented in writing to such Transfer, which consent may be withheld in the sole and absolute discretion of the General Partner; (b) such Transfer shall not result in the Partnership being treated as an association taxable as a corporation under the Code; (c) such Transfer would not result in the Cogeneration Facility ceasing to be a “qualifying cogeneration facility” under PURPA; (d) the Transfer of the interest in the Partnership, when added to any previous Transfer by any other Partner within a twelve (12) month period, would not cause the Partnership to be considered to be terminated under Section 708(b) of the Code, unless such Transfer has received the unanimous consent of the Partners; and (e) such Transfer would not cause a Default (as defined in Appendix A to the Participation Agreement).

Section 13.2Intentionally omitted.

Section 13.3Rights of Assignee of Limited Partner. An assignee of a Partner’s Limited Partnership Interest or a portion thereof (an “Assignee”) who does not become a Substitute Limited Partner in accordance with the provisions of Section 13.4 hereof shall be subject, with respect to such Interest, to all of the restrictions upon a Limited Partner provided in this Agreement, but such Assignee shall not have the right to vote on any of the matters on which a Limited Partner would be entitled to vote and shall not have any other rights of a Partner other than the right to the Assignee’s share of Profits, Losses and Distributions. If the General Partner receives a notice of Transfer pursuant to Section 13.4 hereof, and if such Transfer is effected in compliance with this Article XIII, the Assignee shall become entitled to receive the transferring Limited Partner’s share of Profits, Losses and Distributions with respect to the Limited Partnership Interest so transferred and shall succeed to the transferring Limited Partner’s Capital Account with respect to the Limited Partnership Interest so transferred as of the end of the day on which the General Partner receives such notice; provided, however, that an Assignee shall become a Substitute Limited Partner only upon the satisfaction of the conditions for substitution set forth in Section 13.4 hereof.

Section 13.4Substitution of Assignee of Limited Partner. An Assignee of all or any part of a Limited Partner’s Limited partnership Interest shall become a Substitute Limited Partner only if each of the following conditions are met:

(a)The General Partner consents thereto, which consent shall be in the sole and absolute discretion of the General Partner;

20

(b)The Assignee shall consent in writing, in a form prepared by or satisfactory to the General Partner, to be bound by the terms and conditions of this Agreement;

(c)The Assignee shall pay any expenses of the Partnership in connection with the substitution of such Assignee as a limited partner;

(d)The Assignee shall submit an instrument of assignment, duly executed by the assigning Limited Partner, in a form satisfactory to the General Partner, which instrument of assignment shall specify the portion of the Limited Partnership Interest assigned to such Assignee and shall set forth the transferring Limited Partner’s intention that the Assignee became a Substitute Limited Partner; and

(e)All requirements of the Act, including any amendment of the Certificate required by the Act, shall have been completed by the Assignee, the transferring Limited Partner and the Partnership, as the case may be.

The admission of a Substitute Limited Partner shall be effective as of the close of the day on which all of the conditions specified in this Section 13.4 have been satisfied.

A Substitute General Partner may be admitted only pursuant to the provisions of Article XIV or Section 11.8 hereof.

Section 13.5Confirmation of Transfer of Limited Partnership Interest. If a Limited Partner Transfers all or any part of its Limited Partnership Interest as permitted by this Article XIII, such Limited Partner shall provide written confirmation of such Transfer to the General Partner, signed by both the transferring Limited Partner and its transferee, within thirty (30) days after the Transfer or, if earlier, by the fifteenth (15) day of the month following the fiscal year of the partnership in which the Transfer occurred. This written confirmation shall include (a) the names and addresses of the transferring Limited Partner and the transferee, (b) the taxpayer identification numbers of the transferring Limited Partner and of the transferee, (c) the date of the Transfer and (d) the terms and conditions of the Transfer.

Section 13.6Indemnification. Each Partner hereby agrees that it shall indemnify and hold harmless the Partnership, and in the case of an attempted Transfer by a Limited Partner, the General Partner from and against any and all losses, costs, liabilities or economic disadvantages which result, directly or indirectly, from any attempt by such Partner to make a Transfer which does not comply with the requirements of this Article XIII.

21

Section 13.7Bankruptcy of a Limited Partner. In the event of the bankruptcy of a Limited Partner, the trustee, conservator, administrator, receiver or other successor in interest of such Limited Partner shall have all the rights of such Limited Partner for the purpose of settling or managing its affairs and such power as such Limited Partner possessed to assign all or a part of its Limited partnership Interest and to join with the assignee in satisfying the conditions precedent to such assignee becoming a Substitute Limited Partner. The bankruptcy of a Limited Partner shall not dissolve the Partnership. A Limited Partner’s successor in interest shall be liable for all obligations of the Limited Partner. In no event, however, shall such successor in interest become a Substitute Limited Partner, except in accordance with Section 13.4 hereof.

Section 13.8Further Assignments. An Assignee of all or any portion of a Partner’s Partnership Interest pursuant to the terms hereof, who desires to make a further Transfer of such interest, shall be subject to all of the provisions of this Article XIII to the same extent and in the same manner as the Partner making the initial Transfer of a Partnership Interest.

Section 13.9Additional Limited Partner. No additional limited partner shall be admitted to the Partnership pursuant to the creation of additional Limited Partnership Interests in the Partnership without the approval of the General Partner and the Owner Participant.

ARTICLE XIV

REMOVAL, WITHDRAWAL AND REPLACEMENT OF THE GENERAL PARTNER

Section 14.1Removal for Good Cause Only. The General Partner may be removed as general partner of the Partnership only for “Good cause” upon the affirmative vote of a Majority in Interest of the Limited Partners required under section 14.2 hereof. For purposes of this Section, the term “Good Cause” shall mean either (a) willful and continued neglect by the General Partner of its duties under this Agreement, which neglect has a material adverse effect on the Partnership or (b) a willful breach by the General Partner of its fiduciary duties to the Partnership or the Limited Partners including without limitation misappropriation of Partnership assets, fraud, dishonesty or bad faith exercise of management authority; provided, however, that with respect to any neglect or breach under clause (a) or (b) above, the effects of such neglect or breach has not been cured by the General Partner within forty-five (45) days after receipt of written notice from a Majority in Interest of the Limited Partners specifying such neglect or breach (the “Removal Notice”) or, if the effects of such neglect or breach cannot be cured within such forty-five

22

(45)–day period, the failure by the General Partner to take good faith reasonable efforts within such period to commence a cure of the effects of such neglect or breach and to continue such efforts until such effects are cured.

Section 14.2Vote. Subject to the provisions of Section 14.1 hereof, the vote of the majority in Interest of the Limited Partners, without the necessity for concurrence by the General Partner, may remove the General Partner for “Good Cause” as General Partner of the Partnership. The Removal Notice delivered to the General Partner shall specify, in addition to the actions deemed to constitute “Good Cause” for removal, the effective date for removal (the “Removal Date”), which effective date may not be prior to the date upon which a Person has agreed to become a Substitute General Partner and the Owner Participant shall have approved the selection of such Person in accordance with the provisions of this Article.

Section 14.3Dispute Regarding Removal.

(a)In the event that a Majority in Interest of the Limited Partners cause delivery of a Removal Notice to remove the General Partner for “Good Cause” pursuant to Section 14.1 hereof, the General Partner shall have a period of thirty (30) days to provide notice to all of the Limited Partners of its intention to dispute the removal, in which case the Removal Date shall be tolled pending the resolution of the dispute. If, upon resolution of the dispute, the removal is overturned, the General Partner shall remain as the general partner of the Partnership.

(b)If the General Partner does not dispute removal or, upon the resolution of such dispute, such removal is upheld, the General Partner shall cease to be a general partner effective on the Removal Date (as may be extended by the period required to secure the agreement by a Person to become a Substitute General Partner). The partnership shall cause an accounting to be prepared at the expense of the General Partner from the end of the preceding fiscal year to the Removal Date. After receiving the Removal Notice, and prior to the Removal Date, the General Partner shall not transact any business on behalf of the Partnership other than in the ordinary course of business unless pursuant to a contract entered into and binding upon the Partnership prior to the date of receipt of the Removal Notice by the General Partner.

Section 14.4Voluntary withdrawal. So long as the General Partner has given written notice to the other Partners (and the Owner Participant, if applicable) and a Person has been selected and has agreed to become a Substitute General Partner in accordance with Sections 14.5 and 14.6 hereof, the General Partner may voluntarily withdraw from the Partnership as the

23

general partner effective ninety (90) days after written notice (the “Withdrawal Notice”) to the Limited Partners (the “Withdrawal Date”); provided, however, that (i) such withdrawal Date may not be prior to the date upon which a Person has agreed to become a Substitute General Partner in accordance with the terms hereof and (ii) so long as the Participation Agreement remains in effect, the General Partner may not withdraw without the prior written approval of the Owner participant.

Section 14.5Selection of a Substitute General Partner. The vote of a Majority in Interest of the Limited Partners is necessary to select a substitute General Partner; provided, however, that so long as the Participation Agreement remains in effect, such selection of a General Partner shall be subject to the reasonable approval of the Owner Participant.

Section 14.6Substitution. A Person shall become a Substitute General Partner and assume the rights, powers and responsibilities of the General Partner as provided in this Agreement when such Person delivers to the Partners a written agreement (the “Substitute General Partner Agreement”) executed by such Person within ten (10) days after such Person’s selection as a proposed Substitute General Partner, which Substitute General Partner Agreement shall set forth the following agreements by such Person: (a) to be bound by this Agreement; (b) to assume the rights, powers and responsibilities of the General Partner pursuant to the terms of this Agreement accruing after such selection; (c) to amend this Agreement to reflect the withdrawal of the withdrawn General partner and the appointment of such Substitute General Partner; (d) to perform the duties and the responsibilities of the General Partner; and (e) to record, file and publish any certificates or documents as may be appropriate to evidence or effect such withdrawal, substitution and release, including a Certificate of Amendment.

Section 14.7Removed General Partner Not Liable. A removed General Partner shall not be liable for any actions of the Partnership occurring, or debts of the Partnership incurred, after the Removal Date.

Section 14.8Intentionally Omitted.

Section 14.9Conversion or Purchase of the General Partner’s Interest. The Partnership shall not make any payment to a removed or withdrawing General Partner in respect of its interest in the Partnership. Instead, within thirty (30) days after the Removal Date or the Withdrawal Date, the interest of the removed or withdrawing General Partner in the Partnership as of the Removal Date or Withdrawal Date shall be converted into an interest as a transferee of a Limited Partner that does not become a Substitute Limited Partner.

24

ARTICLE XV

DISSOLUTION, LIQUIDATION AND

TERMINATION OF THE PARTNERSHIP

Section 15.1Events of Dissolution. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following:

(a)The date specified in Section 5.1 hereof;

(b)When all of the Partners have given their written consent to dissolve the Partnership;

(c)The removal or withdrawal of the last remaining General Partner, unless either (i) there is at least one other general partner and that general partner elects to continue the business of the Partnership or (ii) if there is no other general partner or there is a general partner but such general partner does not elect to continue the business of the Partnership, then, within 90 days after the withdrawal, all Limited Partners agree in writing to continue the business of the Partnership and a successor General Partner is elected and admitted pursuant to the provisions of Article XIV hereof;

(d)The sale or other disposition of all or substantially all of the property of the Partnership;

(e)The continued conduct of the business of the Partnership becoming illegal;

(f)The General Partner files a voluntary petition in bankruptcy or is adjudged a bankrupt (each a “GP Bankruptcy Event”) unless a Substitute General Partner is selected and admitted pursuant to the provisions of Article XIV and all the other Partners agree to continue the Partnership within 90 days after the GP Bankruptcy; or

(g)The entry of a judicial decree of dissolution.

Except as expressly set forth in (f) above, it is specifically agreed that the events described in Section 17-402 (4) (a)-(f) and (5) of the Act, if applicable to the General Partner, will not cause the General Partner to cease to be the general partner of the Partnership and will not cause the dissolution of the Partnership. The involuntary dissolution of the General Partner shall not cause a dissolution of the Partnership if the General Partner is reinstated within ninety (90) days after such involuntary dissolution.

25

Section 15.2Right to Continue the Partnership’s Business. Upon the occurrence of any event which causes there to be no General Partner, Limited Partners holding 100% of the Limited Partner Interests (if they have the right to do so under applicable law), shall have the right, but not the obligation, exercisable within ninety (90) days from such event, to elect to continue the Partnership’s business provided that such election shall not be effective unless within such ninety (90) day period, a Majority in Interest of the Limited Partners appoints a Substitute General Partner in accordance with the terms of this Agreement. Notwithstanding anything contained in this Section 15.2 to the contrary, so long as the Participation Agreement remains in effect, if the Limited Partners are unable to find a Person to serve as the Substitute General Partner within sixty (60) days of the effective date of such removal or withdrawal, the Limited Partners must make a written offer to allow the Owner Participant or its designee to serve as the Substitute General Partner.

Section 15.3Liquidation.

(a)Except as otherwise set forth in Section 15.2 hereof, upon dissolution of the Partnership, the General Partner shall take (or cause to be taken) a full accounting of the Partnership’s assets and liabilities as of the date of such dissolution and, subject to the right of the General Partner or its successor to continue the business of the Partnership for the purpose of winding up its affairs, the General Partner shall proceed with reasonable promptness to liquidate the Partnership’s assets (including without limitation, by way of the sale, assignment, exchange, lease, sublease or other disposition of any or all of the assets of the Partnership) and to terminate its business; provided, however, that the assets of the Partnership which are, in the opinion of the General Partner, suitable for distribution in kind, may, in the sole and absolute discretion of the General Partner, be distributed in kind to the extent that the liquidation thereof is not necessary to satisfy the requirements of clauses (i), (ii) and (iii) below. In the event of the removal, withdrawal, dissolution or bankruptcy of the General Partner which causes the dissolution of the Partnership under Section 15.1, the winding up of the affairs of the Partnership and the liquidation of its assets shall be conducted by such Person as may be selected by a Majority in Interest of the Limited Partners and approved by the Owner Participant, which Person is hereby authorized to do any and all acts and things authorized by law for these purposes and is entitled to the compensation approved by a court of competent jurisdiction.

The cash proceeds from such liquidation shall be applied in the following order:

26

(i)First, to the payment of all taxes, debts and other obligations and liabilities of the Partnership, other than amounts owing to Partners, and all necessary expenses of liquidation thereof;

(ii)Second, to the establishing of reserves deemed reasonably necessary to satisfy contingent liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership;

(iii)Third, to the reduction, pro rata, among all such then outstanding loans, of first principal and then, to the extent available, interest on all loans made by the Partners to the Partnership; and

(iv)Fourth, to the Partners, in accordance with the relative amounts of the positive balances (if any) in their respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods.

(b)Except as provided above, the General Partner shall administer the liquidation of the Partnership and the termination of its business but shall receive no compensation. The General Partner shall be allowed a reasonable time for the orderly liquidation of the Partnership’s assets and the discharge of liabilities to creditors so as to minimize losses resulting from the liquidation of the Partnership’s assets.

Section 15.4Termination. Upon compliance with the foregoing, the General Partner or other Person winding up the affairs of the Partnership as permitted hereunder, as the case may be, shall file or cause to be filed a Certificate of Cancellation of the Partnership and the Partnership thereupon shall be terminated.

Section 15.5Compliance With Timing Requirements of Regulations. In the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b) (2) (ii) (g), distributions shall be made pursuant to this Article XV to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b) (2) (ii) (b) (2). If any Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners and pursuant to this Article XV may be:

27

(a)distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners and from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or

(b)withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.1Amendments.

(a)Except for amendments made in accordance with Sections 11.7(b) or 16.1(b) hereof, this Agreement may be amended only with the written consent of the General Partner and a Majority in Interest of the Limited Partners.

(b)In addition to any amendments otherwise authorized herein, amendments may be made to this Agreement by the General Partner, acting without the consent of any Limited Partner: (i) to elect that the Partnership be governed by any successor statute of the State of Delaware governing limited Partnerships; or (ii) to substitute or admit any additional Limited Partners to the extent allowed by this Agreement.

Section 16.2Notices. Any notice, payment, demand or communication required or permitted to be given by a Partner pursuant to any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party to whom the same is directed or five (5) business days after deposit in the United States mail, registered or certified, postage and charges prepaid, addressed to the other Partner, as applicable, at the applicable address specified on Exhibit B attached hereto. A Partner may change his or her address for purposes of notice by a writing sent in accordance with this Section 16.2 to the General Partner. Notices to the Owner Participant shall be given at the applicable address specified in Schedule I to the Participation Agreement.

28

Section 16.3Power of Attorney. Each Limited Partner hereby makes, constitutes and appoints the General Partner (and each such Person appointed by the General Partner), with full power of substitution, such Limited Partner’s true and lawful attorney, for it and in its name, place, stead and benefit, to sign, execute, swear, file and record the Certificate, and, subject to any applicable consent requirements contained in this Agreement, to sign, execute, certify, swear, acknowledge, file and record any other documents, instruments and conveyances as may be necessary or appropriate to carry out the provisions or purposes of this Agreement or which may be required of the Partnership by law in Delaware, or any other applicable jurisdiction, or by Federal or state securities laws or other applicable laws, including, without limitation, amendments to or cancellation and termination of the Certificate and fictitious business name statements. The foregoing grant of authority is hereby declared to be irrevocable and a power coupled with an interest and shall survive the bankruptcy or dissolution of any Person hereby giving such power and the transfer or assignment of the whole or any portion of the Limited Partnership Interest of such Person; provided, however, that in the event of a Transfer by such Limited Partner of all of such Limited Partner’s Limited Partnership Interest, the foregoing power of attorney of the transferor Limited Partner shall survive such transfer until such time, if any, as the transferee shall have been duly admitted to the Partnership as a Substitute Limited Partner.

Section 16.4Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality and enforceability of the remaining provisions, or of such provision in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 16.5Application of Delaware Law. This Agreement, and the application or interpretation hereof, shall be governed, construed and enforced in accordance with the laws of the State of Delaware.

Section 16.6Sole and Absolute Discretion. Except as otherwise provided in this Agreement, all actions which the General Partner and/or the Owner Participant may take and all determinations which the General Partner and/or the Owner Participant may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of such General Partner and/or the Owner Participant, as the case may be.

Section 16.7Confidential Information. Each of the Partners shall treat and maintain as confidential any and all confidential and/or proprietary information, including without limitation financial information, technical information and know-how and development plans and strategies, received from or pertaining to

29

the other Partner or any affiliate thereof, the Partnership or the Cogeneration Facility; provided, however, that the foregoing obligation shall not apply to information which (a) was or becomes known by such Partner or was or is generally available to the public through no breach of this Agreement by any Partner or (b) was or is disclosed to the public by a third party having the right to do so.

Section 16.8Headings. Headings at the beginning of each Article and Section of this Agreement are solely for convenience and are not a part of this Agreement.

Section 16.9Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof.

Section 16.10Gender and Number. With respect to words used in this Agreement, the singular form shall include the plural form, the masculine gender shall include the feminine or neuter gender, and vice versa, as the context requires.

Section 16.11Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns and personal representatives of the parties hereto, except to the extent of any contrary provision of this Agreement.

Section 16.12Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require.

Section 16.13Attorneys’ Fees. If any legal action or arbitration or other proceeding is brought by any party hereto for the enforcement of this Agreement or as a result of a breach, default or misrepresentation in connection with any of the provisions of this Agreement, any successful or prevailing party shall be entitled to recover from the party that does not prevail reasonable attorneys’ fees and other costs incurred by the prevailing party in such action or proceeding, in addition to any other relief to which that party may be entitled.

Section 16.14Further Action. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

Section 16.15Counterparts. This Agreement may be executed in counterparts by each of the Partners, all of which taken together shall be deemed one original.

30

Section 16.16  Covenant the Sign Documents. Each Partner shall execute, with acknowledgment or affidavit if required, all documents and writings reasonably necessary or expedient in the creation of the Partnership and the achievement of its purpose and the implementation of the provisions of this Agreement. Each Partner hereby represents and warrants that the individual signing this Agreement on its behalf is duly authorized to execute and deliver this Agreement on behalf of such Partner.

Section 16.17  Time of Essence. All times and dates in this Agreement shall be of the essence.

Section 16.18  Force Majeure. The respective obligations of each Partner, other than the obligation to pay money, shall be suspended while it is prevented from complying therewith, in whole or in part, by weather conditions, labor accidents or incidents, rules and regulations of any Federal, state, or other governmental agency, delays in transportation, inability to obtain necessary materials in the open market, or other cause of the same or other character beyond the reasonable control of such Partner. Any Partner asserting a force majeure condition shall immediately notify the other Partners in writing of the occurrence of such condition, and the estimated duration thereof. In addition, the Partner affected by force majeure shall immediately notify the other partners upon cessation thereof. Each Partner shall cooperate so as to remedy any force majeure condition as expeditiously as reasonably possible.

Section 16.19  No Partition. No Partner nor any legal representative, successor, heir or assignee of any Partner shall have the right to partition the Partnership Property or any part thereof or interest therein, or to file a complaint or institute any proceeding at law or in equity to partition the Partnership Property or any part thereof or interest therein. Each Partner, for itself and its legal representatives, heirs, successors and assigns, hereby waives any such rights. The Partners intend that during the term of this Agreement, the rights of the Partners and their successors in interest, as among themselves, shall be governed solely by the terms of this Agreement and, to the extent consistent with this Agreement, by the Act.

Section 16.20  Not for Benefit of Creditors. The provisions of this Agreement are intended only for the regulation of relations among Partners, putative Partners and the Partnership. In addition, the provisions of this Agreement set forth in Articles XI, XII, XIII, XIV, XV and XVI are intended to benefit the Owner Participant, Owner Trustee and their affiliates and may be enforced by them in their own name against the parties hereto. Subject to the exception in the preceding sentence, this Agreement is not intended for the benefit of non-Partner creditors and does not grant any rights to non-Partner creditors.

31

Section 16.21  Withholding. The General Partner shall comply with any income tax withholding obligations that may be imposed from time to time by the Code with respect to distributions or income allocations to Partners.

Section 16.22  Representations of Limited Partners. Each Limited Partner represents to the Partnership and the General Partner that: (a) it is acquiring its Limited Partnership Interest for its own account for investment and not with a view to or for sale in connection with any distribution of such Limited Partnership Interest (but subject, nevertheless, to any requirement of law that the disposition of its property remain within its control at all times); (b) it understands that the interests in the Partnership have not been registered under the Securities Act or the applicable securities laws of Delaware or any other state, and must be held indefinitely unless the interests are so registered or an exemption from such registration is available; (c) it has such knowledge and experience in business matters that it is capable of evaluating the risks and merits of its investment in the Partnership; and (d) it has received and reviewed the material agreements and other documents relating to the Partnership and/or its business and such other information, oral or written, as it has requested, having been afforded the opportunity to ask questions of the General Partner and to obtain any additional information that it has deemed appropriate.

Section 16.23  Waiver. No waiver of any provision of this Agreement shall be deemed effective unless contained in a writing signed by the party against whom the waiver is sought to be enforced. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy, and no waiver of any breach or failure to perform shall be deemed a waiver of any subsequent breach or failure to perform or of any other right arising under this Agreement.

Section 16.24  Construction. Every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner.

Section 16.25  Incorporation by Reference. Every exhibit, schedule and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

32

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

“GENERAL PARTNER”
NCP LAKE POWER INCORPORATED,
a Delaware corporation
By:	/s/ Kenneth M. Ross
	Kenneth M. Ross
	Vice President
“LIMITED PARTNER”
NCP GEM INCORPORATED,
a Delaware corporation
By:	/s/ Kenneth M. Ross
	Kenneth M. Ross
	Vice President

33

EXHIBIT A

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE INVESTMENT, L.P.

Contributions by Partners

Pursuant to Section 6.1

Name	Cash Contribution
NCP Gem Incorporated	$	990.00
NCP Lake Power Incorporated	$	10.00

A-1

EXHIBIT B

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE INVESTMENT. L.P.

Partnership Interests

The Partnership Interests of the Partners shall be as follows:

General Partner:	Partnership Interest
NCP Lake Power Incorporated
1100 Town & Country Road, Suite 800
Orange, California 92668	1.00	%
Limited Partner:	Partnership Interest
NCP Gem Incorporated
1100 Town & Country Road, Suite 800
Orange, California 92668	99.00	%

B-1

EXHIBIT C

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE INVESTMENT L.P.

Certain capitalized terms used in the Agreement have the following meanings:

“Act” shall mean the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.

“Adjusted Capital Account Deficit” shall mean, with respect to any Limited Partner, the deficit balance, if any, in such Limited Partner’s capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(i)            Credit to such Capital Account any amounts which such Limited Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g) (1) and 1.704-2(i) (5); and

(ii)           Debit to such Capital Account the items described in Sections 1.704-1(b) (2) (ii) (d) (4), (5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b) (2) (ii) (d) of the Regulations and shall be interpreted consistently therewith.

“Affiliate” shall mean a Person (including a Subsidiary) which directly or indirectly controls, or is controlled by, or is under common control with, another Partner, including any limited partnership of which such other Partner or any Subsidiary or Affiliate of such other Partner is the general partner.

“Agreement” or “Partnership Agreement” shall mean this Limited Partnership Agreement, as amended from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless the context otherwise requires.

“Assignee” shall mean a Person who has acquired from a Partner a beneficial interest in Profits, Losses and Distributions, but who is not a substitute Limited Partner or Substitute General Partner.

C-1

“Assignment of Partnership Interests” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Bankruptcy Code” shall have the meaning set forth in Section 15.1 hereof.

“Borrower’s Account” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Capital Account” shall mean, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(i)            To each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership Property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3 or Section 4 of Exhibit D hereof, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership.

(ii)           To each Partner’s Capital Account there shall be credited such Partner’s Capital Contributions, such Partner’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 3 or Section 4 of Exhibit D hereof, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any Property distributed to such Partner.

(iii)          In the event all or a portion of an interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

(iv)          In determining the amount of any liability for purposes of clauses (i) and (ii) hereof, there shall be taken into account Section 752(c) of the Code and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section l.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership or Partners), are computed in order to

C-2

comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner pursuant to Article XV hereof upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b) (2) (iv) (g) and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations section 1.704-1(b).

“Capital Contribution” shall mean, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the interest in the Partnership held by such Partner. The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Partnership by the maker of the note shall not be included in the Capital Account of any Partner until the Partnership makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b) (2) (iv) (d) (2).

“Cash Available for Distribution” shall mean, at any time, such cash on hand and in financial institutions as in the General Partner’s sole and absolute discretion is then available for distribution to the Partners (as permitted by the Operative Documents) after (i) all costs and expenses incurred by or on behalf of the Partnership have been paid or reimbursed and all current debts and obligations of the Partnership have been paid or provisions therefor have been made, (ii) reserves have been set aside by the General Partner (which reserves shall be determined by the General Partner in its sole and absolute discretion) and (iii) adequate provision has been made for the satisfaction of debt service requirements (if any).

“Certificate” shall mean the Certificate of Limited Partnership.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Cogeneration Facility” shall mean the cogeneration facility being developed and constructed by the Project Partnership in Lake County, Florida.

“Commercial Operation Date” shall mean the date on which the Facility achieves Commercial Operation (as defined in the Cogeneration Facility Turnkey Construction Contract dated as of

C-3

February 5, 1992, between the Project Partnership and National Energy Production Corporation, a Washington corporation).

“Construction Loan Agreement” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Depreciation” shall mean, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.

“Distribution” shall mean any distribution by the Partnership to the Partners, as provided in Section 7.1 hereof.

“Effective Date” shall mean July 23, 1992.

“Escrow Agreement” shall have the meaning set forth in Appendix A to the Participation Agreement.

“FARALP” shall have the meaning set forth in the Recitals to this Agreement.

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States, consistently applied.

“General Partner” shall mean NCP Lake, in its capacity as general partner of the Partnership, and any Partner who has been admitted to the Partnership as a Substitute General Partner in accordance with Article XIV hereof.

“Good Cause” shall have the meaning set forth in Section 14.1 hereof.

“Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

C-4

(i)            The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the Partnership;

(ii)           The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (A) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property as consideration for an interest in the Partnership; and (C) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b) (2) (ii) (g); provided, however that adjustments pursuant to clauses (A) and (B) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(iii)          The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and

(iv)          The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) of the Code or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b) (2) (iv) (m) and Section 7.5(g) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to the provisions of this clause (iv) to the extent the General Partner determines that an adjustment pursuant to clause (ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to clause (i), (ii) or (iv) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“Lease” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Limited Partner and Limited Partners” shall have the meanings set forth in the introduction to this Agreement. The terms “Limited Partner” and “Limited Partners” also shall mean, for purposes of Exhibit D, the maintenance of Capital Accounts,

C-5

and the distribution provisions of this Agreement, an Assignee or Assignees of a Limited Partnership Interest or Limited Partnership Interests, as the context requires.

“Limited Partnership Interest” shall mean, as to any Limited Partner, the proportion that the Partnership Interest of such Limited Partner (as such) bears to the sum of the Partnership Interests of all Limited Partners (as such).

“Majority in Interest of the Limited Partners” shall mean, at any time, those Limited Partners that own of record more than fifty percent (50%) of the aggregate Limited Partnership Interests.

“NCP Lake” shall mean NCP Lake Power Incorporated, a Delaware corporation.

“Nonrecourse Deductions” shall have the meaning given to such term in Section 1.704-2(b) (1) of the Regulations.

“Nonrecourse Liability” shall have the meaning given to such term in Section 1.704-2(b) (3) of the Regulations.

“Operative Documents” shall have the meaning set forth in Appendix A to the Participation Agreement and any replacements of such instruments or agreements from time to time entered into with the same parties, new parties or lenders or with any combination thereof.

“Owner Participant” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Owner Trustee” shall have the meaning set forth in Appendix A to the Participation Agreement.

“Participation Agreement” shall mean the Participation Agreement dated as of July 29, 1992, among the Partnership, TIFD III-C Inc., The Citizens & Southern National Bank of Florida and General Electric Capital Corporation.

“Partner” shall mean the General Partner, the Limited Partners and any other Person who becomes a Substitute General Partner or Limited Partner, pursuant to the terms of this Agreement. The term “Partner” also shall mean, for purposes of Exhibit D, the maintenance of Capital Accounts, and the distribution provisions of this Agreement, an Assignee of a Partner.

“Partner Nonrecourse Debt Minimum Gain: shall mean an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner

C-6

Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i) (3) of the Regulations.

“Partner Nonrecourse Debt” shall have the meaning set forth in Section 1.704-2(b) (4) of the Regulations.

“Partner Nonrecourse Deductions” shall have the meaning set forth in Sections 1.704-2(i) (l) and 1.704-2(i) (2) of the Regulations.

“Partnership” shall mean Lake Investment, Ltd., a Delaware limited partnership, as such partnership may from time to time be constituted.

“Partnership Accountants” shall have the meaning set forth in Section 9.6 hereof.

“Partnership Interest” for each Partner shall be as set forth on Exhibit B hereof.

“Partnership Minimum Gain” shall have the meaning set forth in Sections 1.704-2(b) (2) and 1.704-2(d) of the Regulations.

“Partnership Property” shall mean the Partnership’s right, title and interest in all property of the Partnership, whether real, personal or mixed, whether tangible or intangible.

“Person” shall mean any natural person, firm, partnership, trust estate, association, corporation or other entity.

“Profits” and “Losses” for each fiscal year or other period beginning on or after the Effective Date, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) (1) of the Code shall be included in taxable income or loss), with the following adjustments:

(i)Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii)Any expenditures of the Partnership described in Section 705(a) (2) (B) of the Code or treated as expenditures for purposes of Section 705(a) (2) (B) of the Code pursuant to Regulations Section 1.704-1(b) (2) (iv) (i) and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

C-7

(iii)In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to clause (ii) or (iii) of the definition thereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv)Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v)In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed in accordance the definition of Depreciation above; and

(vi)Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 3 or Section 4 of Exhibit D hereof shall not be taken into account in computing Profits or Losses.

“Project Partnership” shall mean Lake Cogen, Ltd., a Florida limited partnership.

“Regulations” shall mean the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Removal Date” shall have the meaning set forth in Section 14.2 hereof.

“Removal Notice” shall have the meaning set forth in section 14.1 hereof.

“Required Opinion” shall mean an opinion of counsel, the form of which shall be reasonably acceptable to the General Partner and the Owner Participant, that a specified Transfer of a Limited Partnership Interest (i) may be effected without registration under the Securities Act, (ii) will not result in the violation of any applicable state securities laws, (iii) will not result in a termination of the Partnership under the Code, (iv) will not result in the Partnership being treated as an association taxable as a corporation under the Code, (v) will not result in the Partnership or any Affiliate of a Partner becoming subject to regulation under the Public Utility Holding Company Act of 1935 (or the rules and regulations promulgated thereunder) or becoming otherwise subject to increased regulatory burdens, (vi) will not result in the Cogeneration Facility ceasing to be

C-8

exempt from regulation as a result of changing its status as a “qualifying cogeneration facility” under the Public Utilities Regulatory Policies Act of 1978 (or the rules and regulations promulgated thereunder), (vii) will not constitute a violation of or default under the Operative Documents and (viii) such other matters as are reasonably required by the General Partner.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security” shall mean a “security” within the meaning of Section 2(1) of the Securities Act.

“Subsidiary” shall mean, with respect to a Person, a corporation in which such Person owns, directly or indirectly, more than 50% of the Voting Stock.

“Substitute General Partner” shall mean a Person who has assumed the rights, powers and responsibilities of the General Partner pursuant to Article XIV hereof.

“Substitute General Partner Agreement” shall have the meaning set forth in Section 14.6 hereof.

“Substitute Limited Partner” shall mean an Assignee who has become a Limited Partner pursuant to Article XIII hereof, having all of the rights of the transferring Limited Partner, including without limitation, the right to vote on any of the matters on which a Limited Partner is entitled to vote pursuant to this Agreement.

“Tax Matters Partner” shall have the meaning set forth in Section 8.2 hereof.

“Transfer” shall have the meaning set forth in Section 13.1 hereof.

“Voting Stock” shall mean securities, the holders of which are ordinarily, in the absence of contingencies, entitled to elect the corporate directors (or Persons performing a similar function).

“Withdrawal Date” shall have the meaning set forth in Section 14.4 hereof.

“Withdrawal Notice” shall have the meaning set forth in Section 14.4 hereof.

C-9

EXHIBIT D

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE INVESTMENT. L.P.

Allocation of Profits and Losses

1.Profits. After giving effect to the special allocations set forth in Sections 3 and 4 hereof, Profits for any fiscal year shall be allocated to the Partners in proportion to the Partnership Interest of each Partner.

2.Losses. After giving effect to the special allocations set forth in Sections 3 and 4 hereof, Losses for any fiscal year shall be allocated as follows:

(a)Except as provided in Section 2(b) hereof, Losses shall be allocated to the Partners in proportion to the Partnership Interest of each Partner.

(b)The Losses allocated pursuant to Section 2(a) hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Limited Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year. All Losses in excess of the limitation set forth in this Section 2(b) shall be allocated to the General Partner.

3.Special Allocations. The following special allocations shall be made in the following order:

(a)Partnership Minimum Gain Chargeback. Except as provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Exhibit D, if there is a net decrease in Partnership Minimum Gain during any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f) (6) and 1.704-2(j) (2) of the Regulations. This Section 3(a) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith.

D-1

(b)Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i) (4) of the Regulations, notwithstanding any other provision of this Exhibit D except Section 3(a) hereof, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with section 1.704-2(i) (5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i) (4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i) (4) and 1.704-2(j) (2) of the Regulations. This Section 3(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith.

(c)Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b) (2) (ii) (d) (4), (5) or (6) of the Regulations, items of Partnership income and gain shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 3(c) shall be made only if and to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Exhibit D have been tentatively made as if this Section 3(c) were not in the Agreement.

(d)Gross Income Allocation. In the event any Limited Partner has a deficit Capital Account at the end of any Partnership fiscal year which is in excess of the sum of (i) the amount such Limited Partner is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g) and 1.704-2(i) (5), each such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3(d) shall be made only if and to the extent that such Limited Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Exhibit D have been tentatively made as if this Section 3(d) and Section 3(c) hereof were not in the Agreement.

D-2

(e)Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partners in proportion to the Partnership Interest of each Partner.

(f)Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any fiscal year or other period shall be allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i) (1).

(g)Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Regulations Section 1.704-1(b) (2) (iv) (m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

4.Curative Allocations.

(a)The “Regulatory Allocations” consist of the “Basic Regulatory Allocations,” as defined in Section 4(b) hereof, the “Nonrecourse Regulatory Allocations,” as defined in Section 4(c) hereof, and the “Partner Nonrecourse Regulatory Allocations,” as defined in Section 4(d) hereof.

(b)The “Basic Regulatory Allocations” consist of (i) allocations pursuant to the last sentence of Section 2(b) hereof, and (ii) allocations pursuant to Sections 3(c), 3(d) and 3(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 4(b) shall only be made with respect to allocations pursuant to Section 3(g) hereof to the extent the General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement.

(c)The “Nonrecourse Regulatory Allocations” consist

D-3

of all allocations pursuant to Sections 3(a) and 3(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 4(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease, and (ii) allocations pursuant to this Section 4(c) shall be deferred with respect to allocations pursuant to Section 3(e) hereof to the extent the General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3(a) hereof.

(d)The “Partner Nonrecourse Regulatory Allocations” consist of all allocations pursuant to Sections 3(b) and 3(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 4(d) shall be made with respect to allocations pursuant to Section 3(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease, and (ii) allocations pursuant to this Section 4(d) shall be deferred with respect to allocations pursuant to Section 3(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3(b) hereof.

(e)The General Partner shall have reasonable discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 4(b), 4(c) and 4(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ii) divide all allocations pursuant to Sections 4(b), 4(c) and 4(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

D-4

5.Other Allocation Rules.

(a)For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Section 706 of the Code and the Regulations thereunder.

(b)Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the year.

(c)The Partners are aware of the income tax consequences of the allocations made by this Exhibit D and hereby agree to be bound by the provisions of this Exhibit D in reporting their shares of Partnership income and loss for income tax purposes.

(d)Solely for the purpose of determining a Partner’s proportionate share of the “excess nonrecourse liabilities” of the partnership within the meaning of Regulations Section 1.752-3(a) (3), the Partners’ interests in Partnership profits shall be in proportion to each Partner’s Partnership Interest.

(e)To the extent permitted by Section 1.704-2(h) (3) of the Regulations, the General Partner shall endeavor to treat Distributions as having been made from proceeds of Nonrecourse Liabilities or Partner Nonrecourse Debt only to the extent that such Distributions would cause or increase an Adjusted Capital Account Deficit for any Limited Partner.

6.Tax Allocations: Section 704(c) of the Code. In accordance with Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with clause (i) of the definition thereof).

In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to clause (ii) of the definition thereof, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Regulations thereunder.

D-5

Any elections or other decisions relating to such allocations shall be made by the General Partners in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

D-6

EX-3.103

Exhibit 3.103

FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP

OF

LAKE INVESTMENT, L.P.

This First Amendment to the Agreement of Limited Partnership of Lake Investment, L.P., a Delaware limited partnership, dated as of the 23rd day of July, 1992 (the “LP Agreement”), by and among NCP Lake Power, LLC, a Delaware limited liability company, (the “General Partner”), and NCP Gem LLC, a Delaware limited liability company, (the “Limited Partner”)(together, the “Partners”) is effective as of March, 2004.

1.               Purpose. The purpose of this amendment is: (i) to reflect the conversion of the General Partner to a limited liability company effective March 11, 2004; (ii) to reflect the conversion of the Limited Partner to limited liability company effective March 11, 2004; and (ii) to amend Exhibit B to the LP agreement in order to reflect a change in address of the General Partner and Limited Partner.

2.               General Partner Name Change. The LP Agreement is hereby amended by striking all references to NCP Lake Power Incorporated, a Delaware corporation, as General Partner and by replacing each such reference with NCP Lake Power LLC, a Delaware limited liability company.

3.               Limited Partner Name Change. The LP Agreement is hereby amended by striking all references to NCP Gem Incorporated, a Delaware corporation, as Limited Partner and by replacing each reference with NCP Gem LLC, a Delaware limited liability company.

4.               Exhibit B. Exhibit B to the LP is hereby amended and restated as set forth in by striking Exhibit B in its entirety and by replacing it with a new Exhibit B as set forth on Schedule 1 hereto.

5.               No Other Changes. Except as expressly amended by the terms of this Amendment, the LP Agreement remains unchanged and is in full force and effect pursuant to its terms.

LAKE INVESTMENT, L.P.
	By: NCP Lake LLC, its General Partner
		By:		/s/ Daniel Revers
				Daniel Revers, President
	By: NCP Gem LLC, its Limited Partner
		By:	/s/ Daniel Revers
			Daniel Revers, President

SCHEDULE 1

LP Agreement of

Lake Investment, L.P.

Effective: March 12, 2004

EXHIBIT B

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE INVESTMENT L.P.

Partnership Interests

The Partnership Interests of the Partners shall be as follows:

General Partner	Partnership Interest
NCP Lake Power LLC	1.00	%
c/o ArcLight Capital Holdings
200 Clarendon Street, 55th floor
Boston, MA 20117

Limited Partner	Partnership Interest
NCP Gem LLC	99.00	%
c/o ArcLight Capital Holdings
200 Clarendon Street, 55thfloor
Boston, MA 20117

B-1

EX-3.104

Exhibit 3.104

AGREEMENT OF LIMITED PARTNERSHIP

OF

PASCO COGEN, LTD.

THE LIMITED PARTNERSHIP INTERESTS REFERRED TO HEREIN (“INTERESTS”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER THE SECURITIES LAWS OF FLORIDA OR ANY OTHER STATE. SUCH INTERESTS ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(2) OF THE 1933 ACT AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE LAW.

A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR UNDER APPLICABLE STATE SECURITIES LAWS AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE INTERESTS UNDER THE 1933 ACT OR APPLICABLE STATE LAW.

ARTICLE XII OF THE PARTNERSHIP AGREEMENT PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE INTERESTS.

TABLE OF CONTENTS

		Page
ARTICLE  I  DEFINITIONS
SECTION     1.01.	“Act”	2
SECTION     1.02.	“Adjusted Capital Account Deficit”	2
SECTION     1.03.	“Administrative Management Agreement”	2
SECTION     1.04.	“Affiliate”	2
SECTION     1.05.	“Agreement”	3
SECTION     1.06.	“Bankruptcy”	3
SECTION     1.07.	“Capital Account”	3
SECTION     1.08.	“Certificate”	3
SECTION     1.09.	“Code”	3
SECTION     1.10.	“Commercial In-Service Status”	3
SECTION     1.11.	“Construction Budget”	3
SECTION     1.12.	“Construction Loan”	4
SECTION     1.13.	“Depreciation”	4
SECTION     1.14.	“Development and Operational Agreement”	4
SECTION     1.15.	“Dispute”	4
SECTION     1.16.	“Equity Commitment”	4
SECTION     1.17.	“Equity Funding Date”	4
SECTION     1.18.	“FERC”	4
SECTION     1.19.	“FERC Ownership Criteria”	4
SECTION     1.20.	“FERC Regulations”	4
SECTION     1.21.	“Fiscal Year”	5
SECTION     1.22.	“General Partner”	5
SECTION     1.23.	“Gross Asset Value”	5
SECTION     1.24.	“Limited Partner”	6
SECTION     1.25.	“Management Committee”	6
SECTION     1.26.	“Member” or “Members”	6
SECTION     1.27.	“Net Cash Flow”	6
SECTION     1.28.	“Net Income” or “Net Loss”	6
SECTION 1.29.	“Nonrecourse Deductions”	7
SECTION 1.30.	“Nonrecourse Liability”	7
SECTION     1.31.	“Offer to Sell”	7
SECTION     1.32.	“Offering Price”	7
SECTION     1.33.	“Operating Budget”	7
SECTION     1.34.	“Operational Management Agreement”	7
SECTION     1.35.	“Other Party”	7
SECTION     1.36.	“Partner Nonrecourse Deductions”	7
SECTION     1.37.	“Partner Minimum Gain”	8
SECTION     1.38.	“Partner Nonrecourse Debt”	8
SECTION     1.39.	“Partners”	8
SECTION     1.40.	“Partnership”	8
SECTION     1.41.	“Partnership Interest” or “Interest”	8
SECTION     1.42.	“Partnership Minimum Gain”	8
SECTION     1.43.	“Person”	8
SECTION     1.44.	“Power Purchase Agreement”	8
SECTION     1.45.	“Project”	8
SECTION     1.46.	“Project Manager”	8
SECTION     1.47.	“Purchase Period”	8
SECTION     1.48.	“Purchaser”	8

ii

SECTION     1.49.	“QF”	8
SECTION     1.50.	“Reply Notice”	9
SECTION     1.51.	“Seller”	9
SECTION     1.52.	“Tax Matters Partner”	9
SECTION     1.53.	“Term Loan”	9
SECTION     1.54.	“Term Loan Date”	9
SECTION     1.55.	“Terminating Party”	9
SECTION     1.56.	“Transfer”	9
SECTION     1.57.	“Treasury Regulations”	9
SECTION     1.58.	“Working Capital Reserve”	9
ARTICLE  II  FORMATION; NAME; PLACE OF BUSINESS
SECTION     2.01.	Formation	9
SECTION     2.02.	Name	9
SECTION     2.03.	Principal Place of Business	10
SECTION     2.04.	Certificate of Limited Partnership	10
SECTION     2.05.	Registered Office and Registered Agent	10
SECTION     2.06.	Nature of Ownership	10
ARTICLE  III  PURPOSE AND BUSINESS OF PARTNERSHIP
SECTION     3.01.	Purposes of the Partnership	11
SECTION     3.02.	Maintaining the QF Status of Project	11
SECTION     3.03.	Other Business of Partners	12
ARTICLE  IV  TERM OF THE PARTNERSHIP
SECTION     4.01.	Term	12
SECTION     4.02.	Extension Terms	13
ARTICLE  V  PARTNERS AND CAPITAL CONTRIBUTIONS
SECTION     5.01.	Partner Status	12
SECTION     5.02.	Initial Capital Contributions	12
SECTION     5.03.	Additional Capital Contributions	13
SECTION     5.04.	Capital Accounts	13
SECTION     5.05.	No Interest on Capital Contributions; Restriction on Withdrawals of Capital and Distributions	15
SECTION     5.06.	Transferred Partnership Interest	15
SECTION     5.07.	Loans by Partners	15
SECTION     5.08.	Contracts with Partners or their Affiliates	15
SECTION     5.09.	Tax Matters Partner	16
ARTICLE  VI  ALLOCATIONS
SECTION     6.01.	General Allocation Rules	17
SECTION     6.02.	Allocation of Net Income or Net Loss	17
SECTION     6.03.	Minimum Interest of General Partner	18
SECTION     6.04.	Transfer of or Change in Interests	18
SECTION 6.05.	Tax Allocations: Code Section 704(c)	18
SECTION     6.06.	Special Allocations	19
(a)     Minimum Gain Chargeback		19
(b)     Partner Minimum Gain Chargeback		19
(c)     Qualified Income Offset		20

iii

(d)      Gross Incom Allocation		20
(e)      Nonrecourse Deductions		20
(f)      Partner Nonrecourse Deductions		20
(g)      Section 754 Adjustments		20
(h)      Allocations Relating to Taxable Issuance of Partnership Interests		21
SECTION     6.07.	Authority of General Partner to Vary Allocations to Preserve and Protect Partner’s Intent	21
ARTICLE  VII  DISTRIBUTIONS
SECTION     7.01.	Distribution of Net Cash Flow	22
SECTION     7.02.	General Distribution Rules	22
(a)	Taxes Withheld	22
(b)	Distributions in Kind	22
(c)	Restrictions on Distributions	23
(d)	No Priority	23
SECTION     7.03.	Compliance With Certain Requirements of Treasury Regulations	23
ARTICLE  VIII  DUTIES AND MANAGEMENT OF THE PARTNERSHIP
SECTION     8.01.	Management and Control of the Partnership	24
SECTION     8.02.	Management Committee	24
SECTION     8.03.	Authority of Management Committee	25
SECTION     8.04.	Project Manager	27
SECTION     8.05.	Limitation on Management Rights	28
SECTION     8.06.	No Compensation	29
ARTICLE  IX  RIGHTS AND POWERS OF LIMITED PARTNERS
SECTION     9.01.	No Management Control	29
SECTION     9.02.	Limited Voting Rights	29
SECTION     9.03.	Limitation of Limited Partner’s Liability	29
SECTION     9.04.	Rights of Limited Partners	30
SECTION     9.05.	Limitations on Rights	30
SECTION     9.06.	Agreement To Comply With Section 15.02	30
ARTICLE  X  BOOKS AND RECORDS
SECTION     10.01.	Records and Accounting	30
SECTION     10.02.	Other Documents to be Maintained	30
SECTION     10.03.	Reports	31
SECTION     10.04.	Tax Elections	31
SECTION     10.05.	Tax Audits	32
SECTION     10.06.	Bank Accounts	32
ARTICLE  XI  INDEMNIFICATION
SECTION     11.01.	Indemnification; Liability of Partners	32
ARTICLE  XII  DISPOSITION OR ASSIGNMENT OF PARTNERSHIP INTEREST
SECTION     12.01.	In General	33
SECTION     12.02.	Assignment in Violation of Section 12.01	34

iv

ARTICLE  XIII  DISSOLUTION AND TERMINATION
SECTION      13.01.	Events of Dissolution	35
SECTION      13.02.	Bankruptcy or Dissolution of a Partner	36
SECTION      13.03.	Liquidation and Winding Up	37
SECTION      13.04.	Reasonable Time for Winding Up	38
SECTION      13.05.	Termination of Partnership	38
ARTICLE  XIV  REPRESENTATIONS AND WARRANTIES
SECTION      14.01.	Representations, Warranties and Covenants of NDP	39
SECTION      14.02.	Representations, Warranties and Covenants of PAS	39
SECTION      14.03.	Representations, Warranties and Covenants of DIL	40
SECTION      14.04.	Additional Representations of Limited Partners	41
ARTICLE XVDISPUTE RESOLUTION
SECTION 15.01.	Disputes	42
SECTION      15.02.	Buy-Out Provisions	42
ARTICLE  XVI  CONFIDENTIALITY
SECTION      16.01.	Confidentiality	45
SECTION      16.02.	Injunctive Relief	45
ARTICLE  XVII  MISCELLANEOUS
SECTION      17.01.	Amendments	46
(a)	Generally	46
(b)	Certain Amendments	46
SECTION      17.02.	Entire Agreement	46
SECTION      17.03.	Severability	47
SECTION      17.04.	Waivers	47
SECTION      17.05.	Headings	47
SECTION      17.06.	Notice	47
SECTION      17.07.	Successors and Assigns	48
SECTION      17.08.	Counterparts	48
SECTION      17.09.	Attorneys’ Fees	48
SECTION      17.10.	Partition	48
SECTION      17.11.	Applicable Law	49

v

THE LIMITED PARTNERSHIP INTERESTS REFERRED TO HEREIN (“INTERESTS”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER THE SECURITIES LAWS OF FLORIDA OR ANY OTHER STATE. SUCH INTERESTS ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(2) OF THE 1933 ACT AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE LAW.

A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR UNDER APPLICABLE STATE SECURITIES LAWS AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE INTERESTS UNDER THE 1933 ACT OR APPLICABLE STATE LAW.

ARTICLE XII OF THE PARTNERSHIP AGREEMENT PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE INTERESTS.

AGREEMENT OF LIMITED PARTNERSHIP

OF

PASCO COGEN, LTD.

This Limited Partnership Agreement (this “Agreement”) is made and entered into as of the          day of         , 1991, by and among PAS POWER CO., a Florida corporation, with its principal office located at 220 East Madison Street, Tampa, Florida 33602 (“PAS”) and NCP DADE POWER INCORPORATED, a Delaware corporation, with its principal office located at 1100 Town and Country Road, Suite 800, Orange, California 92668 (“NDP”) as the General Partners and DADE INVESTMENT, L.P., a Delaware limited partnership (“DIL”) and PAS and the other persons whose names are set forth on Exhibit A attached hereto, as amended from time to time to reflect the addition of new Limited Partners, as the Limited Partners. The parties hereto are sometimes referred to as “Partners” collectively and as a “Partner” individually.

W I T N E S S E T H:

WHEREAS, the Partners desire to form a limited partnership to design, engineer, develop, construct, own, operate, and maintain a natural gas fired cogeneration plant at the site designated below;

WHEREAS, the Partners desire to devote certain services, personnel, management skills, and funds to design, engineer, develop, construct, own, operate, and maintain the cogeneration plant as set forth below;

WHEREAS, upon completion of the construction of the cogeneration plant, the Partners desire to sell the steam, heat, and electrical energy generated by the cogeneration plant to affiliates or others at a profit;

WHEREAS, the Partners intend to operator the cogeneration plant as a Qualifying Facility pursuant to the rules and regulations of the Federal Energy Regulatory Commission;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Partners agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.  “Act” means the Florida Revised Uniform Limited Partnership Act (1986), or any corresponding provision of any succeeding law.

SECTION 1.02.  “Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant Fiscal Year or other relevant date of determination, after giving effect to the following adjustments:

(a)  credit to such Capital Account any amounts which the Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-1T(b) (4) (iv) (f) and 1.704-1T(b) (4) (iv) (h) (5) of the Treasury Regulations, and;

(b)  debit to such Capital Account the items described in Sections 1.704-l(b) (2) (ii) (d) (4), 1.704-l(b) (2) (ii) (d) (5), and 1.704-l(b) (2) (ii) (d) (6) of the Treasury Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b) (2) (ii) (d) of the Treasury Regulations and, notwithstanding any other provision of this Agreement, shall be interpreted consistently therewith.

SECTION 1.03.  “Administrative Management Agreement” means that certain Administrative Management Agreement contemplated by Section 4.2 of the Development and Operational Agreement.

SECTION 1.04.  “Affiliate” means, when used with reference to a specified person, (a) any person directly or indirectly owning, controlling, or holding the power to vote 10% or more of the outstanding voting securities of the specified person, (b) any person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by the specified person, (c) any person directly or indirectly controlling, controlled by, or under common control with the specified person, (d) any officer, director, or partner of the specified person, (e) any relative or spouse of the specified person, and (f) if the specified person is an officer, director, or

2

partner, any company for which such person acts in any such capacity. “Affiliated” means any person that is an Affiliate of another person.

SECTION 1.05.  “Agreement” means this Agreement of Limited Partnership, as amended, modified, supplemented, or restated from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby,” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

SECTION 1.06.  “Bankruptcy” means the occurrence of any of the following: (a) the filing of an application by a person for, or a consent to, the appointment of a trustee of its assets; (b) the filing by a person of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (c) the filing of an involuntary petition in bankruptcy that is not dismissed within 120 days after such filing; (d) the making by a person of a general assignment for the benefit of creditors; (e) the filing by a person of an answer admitting the material allegations of, or consenting to, or defaulting in answering, a petition filed against it in any bankruptcy proceeding; or (f) the entry of an order, judgment, or decree by any court of competent jurisdiction adjudicating the person as bankrupt or appointing a trustee of its assets. “Bankrupt” means the status or condition of being subject to a continuing event of Bankruptcy.

SECTION 1.07.  “Capital Account” means, as to any Partner, the capital account established and maintained for such Partner pursuant to Section 5.04 hereof.

SECTION 1.08.  “Certificate” means the valid Certificate of Limited Partnership of the Partnership, duly filed on March 13, 1991, as may be amended from time to time, as herein required, in accordance with, and in all respects sufficient in form and substance under, the Act.

SECTION 1.09.  “Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision or provisions of any succeeding law).

SECTION 1.10.  “Commercial In-Service Status” means (a) that the Project is in compliance with all applicable governmental licenses, permits, and authorizations, (b) that construction on the Project is substantially completed, and (c) that the Project has commenced to produce and sell, in the normal course of its intended commercial operations, electricity, steam, and/or heat as the case may be.

SECTION 1.11.  “Construction Budget” means the budget for the use of Partnership funds in the construction of the Project, as agreed to by the financial institution that makes the Construction

3

Loan.

SECTION 1.12  “Construction Loan” means the indebtedness of the Partnership to a financial institution to be incurred in order to finance the construction of the Project.

SECTION 1.13.  “Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year or other period; provided, however, that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation of such asset for such Fiscal Year or other period shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period, determined without reference to this definition, bears to such beginning adjusted tax basis; provided, further, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Management Committee.

SECTION 1.14.  “Development and Operational Agreement” means that certain Development and Operational Agreement entered into as of June 4, 1991, by and among NCP Dade Power Incorporated, Dade Investment, L.P., PAS Power Co. and Gator Gas Marketing, Inc.

SECTION 1.15.  “Dispute” shall have the meaning set forth in Section 15.01 of this Agreement.

SECTION 1.16.  “Equity Commitment” means an amount equal to the difference between (i) the sum of the amount needed to pay in full at maturity all indebtedness under the Construction Loan plus all amounts needed to fund such working capital, reserves and other amounts as may be reasonably necessary or appropriate for the ownership or operation of the Project, and (ii) the principal amount to be borrowed pursuant to the Term Loan.

SECTION 1.17.  “Equity Funding Date” shall mean the date on which the Project has commenced commercial operations and the Construction Loan is converted into the Term Loan.

SECTION 1.18.  “FERC” means the Federal Energy Regulatory Commission and any successor.

SECTION 1.19.  “FERC Ownership Criteria” shall have the meaning set forth in Section 5.01 of this Agreement (or any corresponding provisions of succeeding law or any FERC Regulations revising such definition).

SECTION 1.20.  “FERC Regulations” means the rules and

4

regulations promulgated by FERC as such rules and regulations may be amended from time to time (including, without limitation, corresponding provisions of succeeding rules and regulations).

SECTION 1.21.  “Fiscal Year” means such fiscal year as agreed upon by the General Partners.

SECTION 1.22.  “General Partner” means either PAS or NDP, so long as they serve as General Partners, and any person who or entity that has been admitted pursuant to the terms of this Agreement as a successor or as an additional General Partner, but only in such person’s capacity as a General Partner. “General Partners” means all such persons, whether one or several.

SECTION 1.23.  “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows: (a) the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset at the time of such contribution, as determined by the contributing Partner and the Partnership; (b) the Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the Management Committee, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an Interest in the Partnership; and (iii) the liquidation of the Partnership within the meaning of Section 1.704-l(b) (2) (ii) (g) of the Treasury Regulations; provided, however, that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Management Committee reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interest of the Partners in the Partnership; (c) the Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and (d) the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) of the Code or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining capital accounts pursuant to Section 1.704-1(b) (2) (iv) (m) of the Treasury Regulations; provided, however, that Gross Asset Values shall not be adjusted pursuant to the above clause (d) to the extent the Management Committee determines that an adjustment pursuant to clause (b) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to the above clause (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to (a), (b), or (d) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and

5

Net Loss.

SECTION 1.24.  “Limited Partner” means either PAS or DIL so long as they serve as Limited Partners and any person who or entity that agrees to be bound by the provisions of this Agreement and is admitted as a limited partner of the Partnership.

SECTION 1.25.  “Management Committee” shall have the meaning set forth in Section 8.02(a) of this Agreement.

SECTION 1.26.  “Member” or “Members” shall have the meaning set forth in Section 8.02(b) of this Agreement.

SECTION 1.27.  “Net Cash Flow” means the Partnership’s gross cash receipts from any source, except cash contributed to the Partnership by a Partner, without deduction for Depreciation or similar allowances, less the cash funds used to pay all other expenditures, including, without limitation, debt amortization and interest, capital improvements, and replacements and amounts set aside for creation of reserves or for contingencies, including, without limitation, those amounts held in the Working Capital Reserve, all as determined by the Management Committee.

SECTION 1.28.  “Net Income” or “Net Loss” or “Net Losses” of the Partnership means, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss, as the case may be, for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss and deduction required to be stated separately pursuant to Section 703(a) (1) of the Code shall be included in taxable income or loss); provided, however, for purposes of computing such taxable income or loss: (a) in lieu of deductions for depreciation, cost recovery, or amortization taken into account in computing taxable income or loss, there shall be taken into account Depreciation for such year or period computed in accordance with Section 1.12 hereof; (b) any gain or loss attributable to the taxable disposition of any property shall be determined by the Partnership as if the adjusted tax basis of such property as of such date of disposition were such Gross Asset Value reduced by all amortization, depreciation, and cost recovery deductions (determined in accordance with clause (a) above) that are attributable to said property; (c) in the event the Gross Asset Value of any Partnership asset is adjusted pursuant to clauses (b) or (c) of the definition of Gross Asset Value herein, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset; (d) any receipts of the Partnership that are exempt from federal income tax and are not otherwise included in taxable income or loss shall be added to such taxable income or loss; (e) any expenditures of the Partnership described in Section 705(a) (2) (B) of the Code or treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Section 1.704-1(b) (2) (iv) (i) of the Treasury Regulations shall be subtracted from such taxable income or loss; and (f) any items

6

specially allocated to a Partner pursuant to Section 6.06 and 6.07, respectively, shall not be taken into account in computing such taxable income or loss.

SECTION 1.29.  “Nonrecourse Deductions” has the meaning set forth in Section 1.704-1T (b) (4) (iv) (b) of the Treasury Regulations. The amount of Nonrecourse Deductions for a Partnership Fiscal Year equals the excess, if any, of the net increase, if any, in the amount of Partnership Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Partnership Minimum Gain, as determined according to the provisions of Section 1.704-1T (b) (4) (iv) (b) of the Treasury Regulations.

SECTION 1.30.  “Nonrecourse Liability” has the meaning set forth in Section 1.704-1T (b) (4) (iv) (k) (3) of the Treasury Regulations and means any Partnership liability (or portion thereof) for which no Partner bears the economic risk of loss.

SECTION 1.31.  “Offer to Sell” shall have the meaning set forth in Section 15.02 of this Agreement.

SECTION 1.32.  “Offering Price” shall have the meaning set forth in Section 15.02(a) of this Agreement.

SECTION 1.33.  “Operating Budget” means the budget for the use of Partnership funds, as established for each Fiscal Year (or part thereof) after the Term Loan Date by the General Partners.

SECTION 1.34.  “Operational Management Agreement” means that certain Operational Management Agreement contemplated by Section 4.1 of the Development and Operational Agreement.

SECTION 1.35.  “Other Party” shall have the meaning set forth in Section 15.02(a) of this Agreement.

SECTION 1.36.  “Partner Nonrecourse Deductions” has the meaning set forth in Section 1.704-1T(b) (4) (iv) (h) (3) of the Treasury Regulations. The amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership Fiscal Year equals the excess, if any, of the amount of the net increase, if any, in the amount of Partner Minimum Gain attributable to such Partner Nonrecourse Debt during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt to the extent such distributions are from the proceeds of such Partner Nonrecourse Debt and are allocable to an increase in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-1T(b) (4) (iv) (h) (3) of the Treasury Regulations.

7

SECTION 1.37.  “Partner Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-1T (b) (4) (iv) (h) of the Treasury Regulations.

SECTION 1.38.  “Partner Nonrecourse Debt” has the meaning set forth in Section 1.704-1T (b) (4) (iv) (k) (4) of the Treasury Regulations and means any nonrecourse debt of the Partnership for which any Partner bears the economic risk of loss.

SECTION 1.39.  “Partners” means all General Partners and all Limited Partners, where no distinction is required by the context in which the term is used herein. “Partner” means any one of the Partners.

SECTION 1.40.  “Partnership” means the partnership formed on March 13, 1991, namely Pasco Cogen, Ltd., a limited partnership formed under the laws of the State of Florida.

SECTION 1.41.  “Partnership Interest” or “Interest” or “Partner’s Interest” means a Partner’s Interest in the capital, Net Cash Flow, Net Income and Net Loss of the Partnership. Each Partner’s initial Partnership Interest shall be as set forth in Section 5.02(b) hereof.

SECTION 1.42.  “Partnership Minimum Gain” has the meaning set forth in Sections 1.704-1T (b) (4) (iv) (a) (2) and 1.704-1T (b) (4) (iv) (c) of the Treasury Regulations.

SECTION 1.43.  “Person” means any individual, firm, corporation, trust, partnership, association or other entity.

SECTION 1.44.  “Power Purchase Agreement” means the Contract for the Purchase of Firm Capacity and Energy entered into between Florida Power Corporation and the Partnership on March 13, 1991.

SECTION 1.45.  “Project” means the natural gas fired cogeneration plant to be located at the Lykes Pasco, Inc. citrus processing plant, 1100 Highway 301 North, Dade City, Florida.

SECTION 1.46.  “Project Manager” shall have the meaning set forth in Section 8.04 of this Agreement.

SECTION 1.47.  “Purchase Period” shall have the meaning set forth in Section 15.02(c) of this Agreement.

SECTION 1.48.  “Purchaser” shall have the meaning set forth in Section 15.02(c) of the Agreement.

SECTION 1.49.  “QF” means a qualifying cogeneration facility that meets the requirements defined in Section 3 (18) (B) of the

8

Federal Power Act, as amended by Section 201 of the Public Utility Regulatory Policies Act of 1978, and that is certified as such by FERC pursuant to applicable FERC Regulations.

SECTION 1.50.  “Reply Notice” shall have the meaning set forth in Section 15.02(b) of this Agreement.

SECTION 1.51.  “Seller” shall have the meaning set forth in Section 15.02(c) of this Agreement.

SECTION 1.52.  “Tax Matters Partner” shall have the meaning set forth in Section 5.09 of this Agreement.

SECTION 1.53.  “Term Loan” means the indebtedness of the Partnership to a financial institution to be incurred in order to repay the Construction Loan [and provide funds for the operation of the Project].

SECTION 1.54.  “Term Loan Date” means the date on which the Construction Loan is converted to a Term Loan.

SECTION 1.55.  “Terminating Party” shall have the meaning set forth in Section 15.02(a) of this Agreement.

SECTION 1.56.  “Transfer” shall have the meaning set forth in Section 12.01 of this Agreement.

SECTION 1.57.  “Treasury Regulations” means the Regulations promulgated by the United States Department of the Treasury under the Code, as such Regulations may be amended from time to time (including, without limitation, corresponding provisions of succeeding regulations).

SECTION 1.58.  “Working Capital Reserve” means that amount of cash held and maintained as reserve funds that the Management Committee deems necessary to carry on the Partnership purposes.

ARTICLE II

FORMATION; NAME; PLACE OF BUSINESS

SECTION 2.01.  Formation. The Partners hereby ratify the formation and establishment of the Partnership as a limited partnership under the Act, for the purposes set forth in Article III of this Agreement, and the rights and liabilities of the Partners shall be as provided in the Act, except as otherwise expressly provided in this Agreement.

SECTION 2.02.  Name. The name of the Partnership shall be “Pasco Cogen, Ltd.” The Partnership’s business may be conducted under such other name or names as the Management Committee deems appropriate in compliance with the laws of any jurisdiction in which the

9

Partnership does business. The Management Committee shall cause to be published, registered, filed or recorded, as appropriate, on behalf of the Partnership, all assumed or fictitious business names of the Partnership as may from time to time be required by law.

SECTION 2.03.  Principal Place of Business. The Partnership’s principal place of business shall be located at 220 East Madison Street, Tampa, Florida 33602. The Management Committee may, from time to time, change the location of the Partnership’s principal place of business to another location within the State of Florida, and establish such additional place or places of business as determined by the Management Committee to be necessary and appropriate in the conduct of the Partnership’s business.

SECTION 2.04.  Certificate of Limited Partnership. The General Partners shall cause an amendment to the Certificate or an affidavit regarding additional capital contributions by the Partners to be promptly filed at the expense of the Partnership with the Florida Department of State in accordance with, and in all respects sufficient in form and substance under, the provisions of the Act. The General Partners further agree and obligate themselves to take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of the State of Florida and any other jurisdiction in which the Partnership engages in business, and to cause amendments to the Certificate whenever required by the Act.

SECTION 2.05.  Registered Office and Registered Agent. The registered office of the Partnership shall be located at 111 East Madison Street, Suite 2300, Tampa, Florida 33602 or such other place as may be designated from time to time by the Management Committee in writing to the Partners. The Partnership’s registered agent at such address shall be Nathan B. Simpson, Esq. The Management Committee or the General Partners shall have the authority to remove the person designated as registered agent, from time to time, and to appoint a successor registered agent.

SECTION 2.06.  Nature of Ownership.

(a)  The interest owned by the Partners in the Partnership shall be personal property for all purposes.

(b)  All property owned by the Partnership, whether real or personal or mixed, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership interest in any of such property. Title to Partnership property, when acquired by the Partnership, shall be held in the Partnership’s name, unless otherwise agreed by the General Partners in any instance, and the Partnership shall have both legal and equitable title to all such property.

10

ARTICLE III

PURPOSE AND BUSINESS OF PARTNERSHIP

SECTION 3.01.  Purposes of the Partnership. The Partnership is being created for the purpose of designing, engineering, developing, constructing, owning, operating, maintaining, and acquiring fuel for the Project as a QF or a comparable electric generating facility. The Partnership may carry on any activities that are proper, convenient, incidental or appropriate in connection with any of the foregoing purposes, and shall engage in no other business. The Partnership shall be solely responsible for negotiating the terms of all contracts necessary to accomplish these purposes, including, without limitation, contracts to sell the steam, heat, electrical, and other energy generated by the Project. In furtherance of its business, the Partnership shall have and may exercise all of the powers now or hereafter conferred by the laws of the State of Florida on limited partnerships formed under its laws.

SECTION 3.02.  Maintaining the QF Status of Project.

(a)  Notwithstanding any provision in this Agreement to the contrary except with respect to a buy out under Section 15.02, neither the Partnership, any of its Partners, nor the Management Committee shall take any action which would cause the Project to lose its QF status under FERC Regulations, including, without limitation, the applicable FERC Ownership Criteria.

(b)  Any transaction entered into by the Partnership with the General Partners, the Management Committee or an Affiliate of a General Partner shall be on terms no less favorable to the Partnership than those which could be obtained from non-Affiliates through arm’s-length negotiations; the Operational Management Agreement and Administrative Management Agreement shall be presumed conclusively to comply with this Section 3.02(b).

(c)  The Management Committee shall propose changes, to the extent required in order to establish or maintain QF status, to:

(i)  adjust distributions made by the Partnership; and

(ii)  adjust the voting rights of the Partners.

(d)  If the Project loses its QF status, the General Partners shall take all commercially reasonable steps to attempt to regain the Project’s QF status within a reasonable time. If the Project does not regain its QF status within a reasonable period of time, the General Partners shall consider other economically feasible alternatives, or if they fail to agree on the choice among one or more alternatives, either General Partner may give notice to the other General Partner that a Dispute exists and, if notice is given, the provisions of Article XV shall apply to such Dispute.

11

SECTION 3.03.  Other Business of Partners. During the term of the Partnership, the General Partners shall devote such time and effort to the Partnership business as may be necessary to promote adequately the best interests of the Partnership; provided, however, that no General Partner shall be required to devote its full time to Partnership business. Furthermore, each Partner is free to engage independently or with others in other business ventures of every nature and description for its exclusive benefit, including, without limitation, similar business activities. Neither the Partnership nor any Partner shall have or acquire any right to, or interest in, such other ventures or activities, or to the income or proceeds derived therefrom, by virtue of this Agreement or the Partnership created hereby.

ARTICLE IV

TERM OF THE PARTNERSHIP

SECTION 4.01.  Term. The term of the Partnership commenced on March 13, 1991 and shall continue in full force and effect until December 31, 2015 (the “Expiration Date”), unless sooner dissolved, liquidated, or otherwise terminated in accordance with the provisions of this Agreement or as provided by law.

SECTION 4.02.  Extension Terms. If the Partnership has not been dissolved, liquidated, or otherwise terminated pursuant to the terms hereof or as provided by law, the Expiration Date of this Agreement set forth in Section 4.01 may be extended for successive five year terms (individually, the “Extension Term” and collectively, the “Extension Terms”) by mutual written agreement of the Partners executed no less than 6 months prior to the expiration of the then-effective term of this Agreement. During any and all Extension Terms, the provisions of this Agreement shall continue in full force and effect unless otherwise expressly agreed by the Partners in writing, except that the provisions of Section 3.02 shall not be amended so as to cause the Project to lose its QF status.

ARTICLE V

PARTNERS AND CAPITAL CONTRIBUTIONS

SECTION 5.01.  Partner Status. PAS and NDP shall each serve as a General Partner of the Partnership and PAS and DIL shall each own initially one-half of the Limited Partnership Interests of the Partnership. In no event shall more than 50% of the Interests in the Partnership be owned by “electric utilities”, “electric utility holding companies” or affiliates or subsidiaries of such entities, as those terms are used under the FERC Regulations regarding QF status (hereinafter the “FERC Ownership Criteria”).

12

SECTION 5.02.  Initial Capital Contributions.

(a)  Upon the Term Loan Date, the Partners shall each contribute to the capital of the Partnership the amounts of cash equal to the respective percentage of the Equity Commitment set forth opposite each Partner’s name in Exhibit A attached hereto.

(b)  The initial capital contribution of the Partners made pursuant to Section 5.02(a) shall be allocated to each Partner in accordance with Exhibit A attached hereto.

SECTION 5.03.  Additional Capital Contributions. (a) No Partner shall be required or allowed to make any additional capital contributions to the Partnership unless prior written consent has been obtained from the General Partners.

(b)  Any property contributed to the Partnership as an additional capital contribution pursuant to Section 5.03(a) hereof shall be credited to the contributing Partner at its Gross Asset Value as of the date of contribution (net of liabilities secured by such contributed property that the Partnership is considered to assume under Section 752 of the Code). Any services contributed by a Partner as an additional capital contribution pursuant to Section 5.03(a) hereof shall be credited to the contributing Partner at a value agreed to by the General Partners. No such capital contribution may be so credited without the prior agreement as to value as hereby required.

SECTION 5.04.  Capital Accounts. A separate Capital Account shall be maintained for each Partner which shall be increased by:

(a)  all contributions of money to capital made by such Partner pursuant to Sections 5.02(a) and 5.03 of this Agreement and deemed contributions upon a deemed dissolution and contribution to the Partnership as provided in Section 708 of the Code;

(b)  the Partner’s allocable share of Partnership Net Income allocated to such Partner pursuant to Article VI hereof;

(c)  the Gross Asset Value of any property contributed by such Partner to the capital of the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume under Section 752 of the Code) pursuant to this Agreement; and

(d)  any Partnership income or gain specially allocated to such Partner pursuant to Section 6.06 or Section 6.07 hereof.

A Partner’s Capital Account shall be decreased by:

(a)  all amounts of money distributed to such Partner by the Partnership (exclusive of a guaranteed payment within the meaning of

13

Section 707(c) of the Code paid to such Partner and a repayment of a loan by a Partner) and deemed distributions upon a deemed dissolution of the Partnership as provided in Section 708 of the Code;

(b)  the Partner’s allocable share of the Partnership’s Net Loss and other expenditures not deductible in computing the Partnership taxable income and not properly chargeable to the Capital Account;

(c)  the Gross Asset Value of any property distributed to such Partner pursuant to this Agreement (net of liabilities such Partner is considered to assume or take subject to under Section 752 of the Code); and

(d)  any amounts of Partnership loss or deduction which are specially allocated pursuant to Section 6.06 or Section 6.07 hereof.

In the event that the Gross Asset Value of the Partnership assets are adjusted pursuant to the terms of this Agreement, the Capital Accounts of the Partners shall be adjusted simultaneously to reflect the aggregate net adjustment as if the Partnership recognized gain or loss equal to the amount of such aggregate net adjustment and such gain or loss was allocated to the Partners pursuant to the provisions of this Agreement.

Except as otherwise provided in this Agreement, whenever it is necessary to determine the Capital Account of a Partner for purposes of this Agreement, the Capital Account of the Partner shall be determined after giving effect to the allocation to such Partner for the Partnership’s then current Fiscal Year to date of determination of Net Income and Net Loss under Article VI and all distributions made to such Partner during such Fiscal Year under Article VII. In addition, any other adjustments to Capital Accounts required by the Code shall be made when appropriate.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-l(b) of the Treasury Regulations, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Management Committee shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership or its Partners), are computed in order to comply with such Treasury Regulations, the Management Committee, subject to the restrictions of Section 3.02 hereof, may make such modification. The Management Committee also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with

14

Section 1.704-l(b) (2) (iv) (g) of the Treasury Regulations, and (ii) make any appropriate modifications in the event unanticipated events (for example, the acquisition by the Partnership of oil or gas properties) might otherwise cause this Agreement not to comply with Section-1.704-1(b) of the Treasury Regulations.

SECTION 5.05.  No Interest on Capital Contributions; Restrictions on Withdrawals of Capital and Distributions.

(a)  No Partner shall be paid interest on any capital contribution made by it to the Partnership or on its outstanding Capital Account balance.

(b)  A Partner shall not be entitled to withdraw any part of its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement.

SECTION 5.06.  Transferred Partnership Interests.

(a)  Any transferee of a Partnership Interest shall succeed to the Capital Account relating to the Partnership Interest transferred.

(b)  Any transferee, including, without limitation, any substitute Partner, to which shall be transferred all or part of the Interest of another Partner, shall have a Capital Account which reflects such transfer.

This Section shall not be construed to authorize a Transfer of a Partnership Interest that is not permitted under other provisions of this Agreement, including, without limitation, Sections 3.02 and 5.01 hereof.

SECTION 5.07.  Loans by Partners. Any Partner may lend funds to the Partnership in such amounts and upon such terms as the Management Committee shall deem necessary for the business of the Partnership; provided, however, that the terms thereof shall be no less favorable to the Partnership than those that could be obtained from non-Affiliates through arm’s-length negotiations. Such loans shall not be deemed contributions to capital.

SECTION 5.08.  Contracts with Partners or their Affiliates. The Management Committee may, but shall not be obligated to, enter into contracts on behalf of the Partnership for goods or services with any Partner or any of its Affiliates. Any such contracts shall be at terms no less favorable to the Partnership than those that could be obtained from non-Affiliates through arm’s-length negotiations. Payments made pursuant to any such contract, or in respect of any loan pursuant to Section 5.07, shall not be deemed distributions to any Partner, and the Operational Management Agreement and Administrative Management Agreement shall be presumed conclusively to comply with this Section 5.08.

15

SECTION 5.09.  Tax Matters Partner.

(a)  For purposes of Section 6231(a) (7) of the Code, PAS, or its successors or assigns, is designated as the “Tax Matters Partner.” The Partnership shall reimburse PAS for expenses incurred in performing its duties as Tax Matters Partner, which reimbursement shall be for actual out-of-pocket expenses and actual labor costs.

(b)  The Tax Matters Partner shall use its reasonable efforts to: (i) give each other Partner notice of the commencement of any administrative proceedings at the Partnership level pursuant to Section 6223 of the Code and of any final administrative adjustment resulting from any such proceeding within twenty (20) days after receipt of notice thereof from the Internal Revenue Service; (ii) give each other Partner notice of each action or other matter described in Sections 301.6223(g)-1T(b) (1) (i), (iii), (v), (vi), (vii) or (viii) of the Treasury Regulations, at least twenty (20) days prior to such action or other matter; (iii) give each other Partner notice of each action or other matter described in Sections 301.6223(g)-1T(b) (1) (ii), (iv) or (ix) of the Treasury Regulations, of any request from the “Internal Revenue Service for a waiver by the Tax Matters Partner of restrictions on tax assessments, and of the receipt by the Tax Matters Partner of any request by a Partner pursuant to clause (vi) below, within ten (10) days after the receipt of notice of the occurrence thereof or such judicial redetermination; (iv) give each Partner notice of the intent of the Tax Matters Partner to sign a settlement agreement pursuant to Section 301.6224(c)-1T of the Treasury Regulations at least sixty (60) days before the Tax Matters Partner signs such agreement, which notice shall advise the Partners of the last day on which they may exercise their option to be excluded from such agreement (if they choose to do so); (v) give each Partner notice of the filing of any petition for readjustment, or of the decision of the Tax Matters Partner not to file such a petition (including the first and last days of the period during which the Partner receiving such notice may file such a petition), pursuant to Section 6226 of the Code, at least thirty (30) days before such filing, or at least sixty (60) days before the end of such period, as the case may be; and (vi) file a request with the Internal Revenue Service pursuant to Section 6227 of the Code, or a petition in court pursuant to Section 6228 of the Code, for an adjustment with respect to Partnership items within forty-five (45) days after receipt from any Partner of a request that the Tax Matters Partner so file or petition, unless the Tax Matters Partner has obtained an opinion of counsel experienced in Federal income tax matters relating to partnerships to the effect that such filing or petition is not supported by the circumstances or is contrary to the best interest of the Partnership or a majority in interest of the Partners. The Tax Matters Partner shall not take any action set forth in clauses (i), (ii), (iv), (v) or (vi) of the preceding sentence (and no other Partner shall make any filing pursuant to the last sentence of this Section) if any other Partner objects to the taking of such action, unless the Tax Matters Partner

16

(or the Partner making such filing, as the case may be) has consulted with the objecting Partner, and thereafter (but prior to the taking of such action), either all objecting Partners have withdrawn their objections, or the Tax Matters Partner (or the Partner making such filing, as the case may be) has obtained an opinion of counsel experienced in Federal income tax matters relating to partnerships to the effect that such action is in the best interest of the Partnership or a majority in interest of the Partners. Each Partner shall have the right to participate in any administrative proceeding at the Partnership level, as set forth in Section 6224 of the Code. Each Partner that files a request for an administrative adjustment pursuant to Section 6227 shall give each other Partner notice thereof at least twenty (20) days prior to such filing.

ARTICLE VI

ALLOCATIONS

SECTION 6.01.  General Allocation Rules.

(a)  The calculation of Net Income, Net Loss and any other item allocable to any period shall be determined on a daily, monthly or other basis, as determined by the Management Committee using any permissible method under the Code and the Treasury Regulations.

(b)  The Partners are aware of the income tax consequences of the allocations made by this Article VI and hereby agree to be bound by the provisions of this Article VI in reporting their shares of the Partnership’s income, gains, loss, deductions, and credits for income tax purposes.

(c)  Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Net Income or Net Loss, as the case may be, for the year.

(d)  Solely for purposes of determining a Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Section 1.752-1T(e) (3) (ii) of the Treasury Regulations, the Partners’ interests in Partnership Net Income are in proportion to their Interests.

(e)  To the extent permitted by Sections 1.704-1T(b) (4) (iv) (g) and 1.704-1T(b) (4) (iv) (h) (7) of the Treasury Regulations, the Partnership shall endeavor to treat distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Partner.

SECTION 6.02.  Allocation of Net Income or Net Loss. Except as

17

restricted by Section 3.02 or otherwise provided in this Agreement, Net Income or Net Loss, and each item of Partnership income, gain, loss, deduction and credit included therein, shall be allocated among the Partners in the same proportion as their respective Partnership Interests.

SECTION 6.03.  Minimum Interest of General Partner. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement, the aggregate interests of the General Partners, taken together, in each material item of Partnership income, gain, loss, deduction, or credit may not be less than one percent (1%) of each such item at all times during the existence of the Partnership.

SECTION 6.04.  Transfer of or Change in Interests. Except as provided in Section 706(d) (2) of the Code, if during any taxable year of the Partnership, there is a Transfer of or a change in any Partner’s Interest in the Partnership, each Partner’s allocable share of any item of income, gain, loss, deduction, or credit of the Partnership for such taxable year shall be determined by the use of any method (as determined by the Management Committee) permitted by the Treasury Regulations which takes into account the varying interests of the Partners in the Partnership during such taxable year.

SECTION 6.05.  Tax Allocations: Code Section 704(c).In accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value.

In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to clause (b) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the- same manner as under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder.

Any elections or other decisions relating to such allocations shall be made by the Management Committee in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 6.05 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, other items, or distributions pursuant to any provision of this Agreement.

18

SECTION 6.06.  Special Allocations. The following special allocations shall be made in the following order:

(a)  Minimum Gain Chargeback. Notwithstanding any other provision of this Article VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such Fiscal year (and, if necessary, subsequent years) in an amount equal to the greater of (a) the portion of such Partner’s share of the net decreases in Partnership Minimum Gain, determined in accordance with Section 1.704-2T(b) (4) (iv) (f) of the Treasury Regulations, that is allocable to the disposition of Partnership property subject to Nonrecourse Liabilities, determined in accordance with Section 1.704-1T(b) (4) (iv) (e) of the Treasury Regulations, or (b) if such Partner would otherwise have an Adjusted Capital Account Deficit at the end of such year, an amount sufficient to eliminate such Adjusted Capital Account Deficit. Allocations pursuant to the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-1T(b) (4) (iv) (e) of the Treasury Regulations. This Section 6.06(a) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith. To the extent permitted by such Section of the Treasury Regulations and for purposes of this Section 6.06(a) only, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Article VI with respect to such Fiscal Year and without regard to any net decrease in Partner Minimum Gain during such Fiscal Year.

(b)  Partner Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.06 except Section 6.06(a), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Fiscal Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-1T(b) (4) (iv) (h) (5) of the Treasury Regulations shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (a) the portion of such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-1T(b) (4) (iv) (h) (5) of the Treasury Regulations, that is allocable to the disposition of Partnership property subject to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-1T(b) (4) (iv) (h) (4) of the Treasury Regulations, or (b) if such Partner would otherwise have an Adjusted Capital Account Deficit at the end of such year, an amount sufficient to eliminate such Adjusted Capital Account Deficit. Allocations pursuant to the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto.

19

The items to be so allocated shall be determined in accordance with Section l.704-1T(b) (4) (iv) (h) (4) of the Treasury Regulations. This Section 6.06(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.06(b), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Article VI with respect to such Fiscal Year, other than allocations pursuant to Section 6.06(a) hereof.

(c)  Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b) (2) (ii) (d) (4),1.704-1 (b) (2) (ii) (d) (5), or 1.704-l(b) (2) (ii) (d) (6) of the Treasury Regulations, items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 6.06(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.06(c) were not in the Agreement.

(d)  Gross Income Allocation. In the event any Partner has a deficit Capital Account at the end of any Partnership Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-1T(b) (4) (iv) (f) and 1.704-1T (b) (4) (iv) (h) (5) of the Treasury Regulations, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.06(d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.06(c) hereof and this Section 6.06(d) were not in the Agreement.

(e)  Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Partners in proportion to their Partnership Interests.

(f)  Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-1T(b) (4) (iv) (h) of the Treasury Regulations.

(g)  Section 754 Adjustments. To the extent an adjustment to the

20

adjusted tax basis of any Partnership asset pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Section 1.704-1(b) (2) (iv) (m) of the Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(h)  Allocations Relating to Taxable Issuance of Partnership Interests. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of a Partnership Interest by the Partnership to a Partner (the “Issuance Items”) shall be allocated among the Partners so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Partner, shall be equal to the net amount that would have been allocated to each such Partner if the Issuance Items had not been realized.

SECTION 6.07.  Authority of General Partner to Vary Allocations to Preserve and Protect Partners’ Intent. It is the intent of the Partners that each Partner’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in accordance with this Article to the fullest extent permitted by Section 704(b) of the Code. In order to preserve and protect the determinations and allocations provided for in this Article, the General Partners, subject to the requirements set forth below, are authorized to allocate income, gain, loss, deduction, or credit (or item thereof) arising in any year differently than otherwise provided for in this Article in the event that allocating income, gain, loss, deduction, or credit (or item thereof) in the manner provided for in this Article would cause the determinations and allocations of each Partner’s distributive share of income, gain, loss, deduction, or credit (or item thereof) not to be permitted by Section 704(b) of the Code and/or Treasury Regulations promulgated thereunder. Any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided for in this Article and no amendment of this Agreement or approval of any Partner shall be required.

(a)  In making any allocation (the “new allocation”) under the foregoing subparagraph, the General Partners are authorized to act only after having been advised by legal counsel specializing in tax matters (“Special Tax Counsel”) that under Section 704(b) of the Code and the Treasury Regulations thereunder, (i) the new allocation is necessary, and (ii) the new allocation is an appropriate modification of the allocations otherwise provided for in this Article in order to assure that, either in the then current year or in any preceding year, each Partner’s distributive share of income, gain, loss, deduction, or credit (or item thereof) is determined and

21

allocated in accordance with this Article to the fullest extent permitted by Section 704(b) of the Code and the Treasury Regulations thereunder.

(b)  If the General Partners are required to make any new allocation in a manner less favorable to any Partner than is otherwise provided for in this Article, the General Partners are authorized and directed, insofar as it is advised by Special Tax Counsel that it is permitted by Section 704(b) of the Code, to allocate income, gain, loss, deduction, or credit (or item thereof) arising in later years in a manner so as to bring the allocations of income, gain, loss, deduction, or credit (or item thereof) to such Partners as nearly as possible to the allocations thereof otherwise contemplated by this Article.

(c)  New allocations made by the General Partners in reliance upon the advice of Special Tax Counsel and allocations made by the General Partners under the previous paragraph in reliance upon the advice of Special Tax Counsel shall be deemed to be made pursuant to the fiduciary obligation of the General Partners to the Partnership and the Partners, and no such allocation shall give rise to any claim or cause of action by any Partner.

ARTICLE VII

DISTRIBUTIONS

SECTION 7.01.  Distribution of Net Cash Flow.

(a) Net Cash Flow, if any, shall be distributed to the Partners under the terms of Section 7.01(b), in proportion to their Interests in the Partnership.

(b)  Net Cash Flow shall be distributed at intervals determined by the Management Committee, but not less frequently than quarterly.

SECTION 7.02. General Distribution Rules.

(a)  Taxes Withheld. Any amount of taxes withheld by the Partnership pursuant to the Code, the Treasury Regulations or any provision of any state or local tax law with respect to any amount distributable by the Partnership to any Partner shall be deemed to be a distribution or payment to such Partner and shall reduce the amount otherwise distributable to such Partner pursuant to this Agreement. The Management Committee may allocate any such amounts among the Partners in any manner that is in accordance with applicable law.

(b)  Distributions in Kind. The Management Committee may distribute all or specified assets of the Partnership in kind to the Partners. If any assets of the Partnership are to be distributed in kind, such assets shall be distributed on the basis of the Gross

22

Asset Value thereof and any Partner entitled to any interest in such assets shall receive such interest therein as a tenant-in-common with all other Partners so entitled. Before any distribution of the Partnership assets in kind in accordance with this Section 7.02(b), the Capital Account of each Partner shall be credited or debited in accordance with Article V with the amount of Net Income or Net Loss that would have been credited or charged if such assets had been sold at their Gross Asset Values, and the Capital Account of each Partner shall be charged to reflect the distribution of such assets as though the adjusted basis of such assets of the Partnership were equal to the Gross Asset Values of such assets. The Gross Asset Values shall be determined by the Management Committee.

(c)  Restrictions on Distributions. While any event of default exists in the repayment of any Partnership indebtedness, whether or not secured, there shall be no distribution of cash or property of the Partnership to any Partner, except for the payments due and payable on loans made by the Partners to the Partnership.

(d)  No Priority. Except as otherwise specifically provided herein, no Partner shall have priority over any other Partner as to the return of its capital contributions to the Partnership or as to the allocation of income, gains, profits, losses, deductions and items of credit of the Partnership.

SECTION 7.03.  Compliance With Certain Requirements of Treasury Regulations. In the event the Partnership is “liquidated” within the meaning of Section 1.704-1(b) (2) (ii) (g) of the Treasury Regulations, (a) distributions shall be made pursuant to this Article VII to the Partners who have positive capital accounts in compliance with Section 1.704-1(b) (2) (ii) (b) (2) of the Treasury Regulations, and (b) if any General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Section 1.704-1(b) (2) (ii) (b) (3) of the Treasury Regulations. In the discretion of the Management Committee, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to Section 13.03(a) (v) hereof may be:

(i)distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, at the reasonable discretion of the Management Committee, in the same proportions as the amount distributed to such trust by the Partnership would

23

otherwise have been distributed to the Partners pursuant to this Agreement; or

(ii)withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) to reflect the unrealized portion of installment obligations owed by the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.

ARTICLE VIII

DUTIES AND MANAGEMENT OF THE PARTNERSHIP

SECTION 8.01  Management and Control of the Partnership.

(a)  Except as otherwise expressly provided in this Agreement, the General Partners shall be responsible for and have full, exclusive and complete discretion to manage and control the business and affairs of the Partnership, to make all decisions affecting the business and affairs of the Partnership, and to take all such actions they deem necessary, appropriate, or convenient to accomplish the purpose of the Partnership as set forth herein.

(b)  Except as otherwise expressly provided in this Agreement or otherwise agreed to by the General Partners in writing, the authority and discretion granted to the General Partners pursuant to Section 8.01(a) hereof shall be delegated to and exercised by the Management Committee to the extent provided for in Sections 8.02 and 8.03 of this Agreement.

(c)  Except for those actions taken by the Management Committee pursuant to the authority delegated to it hereunder, all actions to be taken by the General Partners under this Agreement shall require the approval of all General Partners. Furthermore, except as otherwise expressly provided in this Agreement, no General Partner shall have any authority to act for, assume responsibilities, or incur any obligations on behalf of another General Partner, without the prior written consent of such other General Partner, or on behalf of the Partnership without the prior written consent of all the other General Partners.

SECTION 8.02.  Management Committee.

(a)  Except as otherwise expressly provided in this Agreement or agreed to by the General Partners in writing, the management of the business and affairs of the Partnership is hereby delegated by the General Partners to a management committee (the “Management Committee”) consisting of four (4) Members selected by the General Partners under the terms of Section 8.02(b) of this Agreement. The Management Committee shall have full discretion in the management and control of the Partnership to the extent provided in Section 8.03 to accomplish the purposes set forth in this Agreement.

24

(b)  Each General Partner shall designate two (2) individuals to serve as members of the Management Committee (individually, a “Member” and collectively, the “Members”). Such designation shall be in writing from the President of the General Partner. Either General Partner may substitute another individual or individuals to act in place of the Member or Members designated by such General Partner, or a Member may substitute another individual to act in his place (if so authorized by the General Partner which designated the Member and if such General Partner gives notice to the other General Partners of such authorization). Any such substitution shall be evidenced in writing by the General Partner, or the Member, as the case may be, making the substitution.

(c)  Action by the Management Committee shall require the affirmative vote by no less than three (3) Members (or duly designated substitutes therefor). In the event that the vote of the Members on any issue is deadlocked, and remains deadlocked after a period of five (5) business days, such issue shall be resolved in accordance with the provisions of Article XV of this Agreement.

(d)  Action at a meeting of the Management Committee may not be taken unless three (3) Members (or duly designated substitutes) are present in person or by means of a telephone conference call and vote on the action to be taken. Meetings of the Management Committee may be called by either General Partner or by any Member by providing at least twenty-four (24) hour notice of such meeting to each of the other General Partners and to the other Members stating the time, date, and place of the meeting, which shall be reasonably convenient to all Members, and the purpose or purposes for which it is to be held. Once a meeting has commenced, however, any business appropriate for the Management Committee’s consideration may be conducted at such meeting whether or not set forth in the notice. When a meeting of the Management Committee has been properly called, each General Partner shall take all reasonable steps necessary to ensure the attendance of, and voting by, its Members at such meeting.

(e)  Notice of a meeting need not be given to any General Partner or Member who signs a waiver of notice either before or after the meeting. Attendance of a Member at a meeting shall constitute a waiver of notice by such Member.

(f)  Notwithstanding the terms of Section 8.02(d) of this Agreement, action may be taken without a meeting of the Management Committee if such action its taken by written consent of all of the Members.

SECTION 8.03.  Authority of Management Committee.

(a)  Except as otherwise expressly provided in this Agreement or otherwise agreed to by the General Partners in writing, and except as provided in Articles III and IV of the Development and

25

Operational Agreement, the Management Committee is hereby granted the full right, power, and authority to manage, conduct, and operate the Partnership’s business and to do on behalf of the Partnership all things which, in its sole judgment, are necessary, proper, or desirable to carry out its responsibilities and duties under Article VIII hereof. Without limiting the generality of the foregoing, the Management Committee, acting in its discretion on behalf of the Partnership, may:

(i)implement, perform, or cause to be implemented or performed, any and all acts necessary to further the development and operation of the Project, including, without limitation, the solicitation of bids for the construction of the Project, the establishment of bidder qualifications, the execution of contracts, sub-contracts, and purchase orders in connection with the construction, design, and development of the Project as well as the supervision and direction of the performance thereunder;

(ii)pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, compromise, or settle, upon such terms as the Management Committee may determine, any obligation, suit, liability, cause of action, or claim, including, without limitation, taxes, either in favor of or against the Partnership;

(iii)open, maintain, and close bank accounts and draw checks or other instruments for the payment of funds;

(iv)pay any and all fees and make any and all expenditures which the Management Committee, in its sole discretion, deems necessary or appropriate in connection with the organization of the Partnership and the carrying out of its obligations and responsibilities under this Agreement;

(v)establish and maintain reserve funds, including, without limitation, a Working Capital Reserve, for such purposes and in such amounts as it deems appropriate from time to time;

(vi)temporarily invest the funds of the Partnership not currently required for the conduct of its business pending the application or distribution of such funds;

(vii)enter into, execute, amend, supplement, acknowledge, and deliver any and all contracts, agreements, licenses, or other instruments necessary, proper, or desirable to carry on the business of the Partnership;

(viii)employ, engage, and dismiss such agents, employees, consultants, managers, attorneys, accountants, and other

26

persons performing such duties as the Management Committee may deem necessary or appropriate to carry out the business and affairs of the Partnership (whether or not any such persons so employed are Affiliates of, or are otherwise related to, any Partner), and may grant or delegate such authority to such persons as the Management Committee shall deem necessary or appropriate, and pay such fees, expenses, salaries, wages and other compensation to such persons as it shall in its sole discretion determine; and

(ix)execute, acknowledge, and deliver any and all instruments and do and perform any and all acts necessary or appropriate to effectuate any or all of the foregoing management responsibilities.

(b)   Notwithstanding the provisions of Section 8.02(a), the Management Committee shall not have the authority, without the prior written consent of the General Partners, to take any or all of the following actions on behalf of the Partnership:

(i)borrow funds or mortgage, pledge, or otherwise encumber the assets of the Partnership for sums exceeding the Construction Budget or the Operating Budget (as applicable at the time) by more than $100,000; or

(ii)pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, compromise, or settle any obligation, suit, liability, cause of action, or claim for sums exceeding the Construction Budget or the Operating Budget (as applicable at the time) by more than $100,000.

SECTION 8.04.  Project Manager. The Management Committee shall select, from time to time, Persons to serve as project managers (individually, “Project Manager” and collectively, “Project Managers”). The Partnership has retained, or shall retain, NDP and PAS to manage certain functions and responsibilities of the Partnership pursuant to Sections 3.2, 3.3 and 4.1 and 4.2 of the Development and Operational Agreement, which (together with the Operational Management Agreement and the Administrative Management Agreement) shall govern the rights and obligations of NDP and PAS with respect thereto. Except as provided in the foregoing sentence, and subject to the control and oversight of the Management Committee, the Project Managers shall be charged with such responsibilities and shall be delegated such duties in connection with the design, engineering, development, construction, start-up, operation and administration of the Project as the Management committee may direct. The Management Committee shall, subject to the provisions of any agreement pursuant to which a Project Manager has been retained, have the power to remove, from time to time, any or all of the Project Managers, and, in the discretion of the

27

Management Committee, select one or more replacement Project Managers.

SECTION 8.05.  Limitation on Management Rights.

(a)  Neither the Management Committee nor any General Partner shall have the authority, without written consent of all the other General Partners, to:

(i)do any act in contravention of this Agreement;

(ii)do any act which would make it impossible to carry on the ordinary business of the Partnership;

(iii)confess a judgment against the Partnership or waive or release a claim that the Partnership may have against any other party, or compromise or settle any claim by or against the Partnership, except to the extent that such disposition of such judgment or claim has been provided for in the Construction Budget or in the Operating Budget and except for any such disposition which does not have a material adverse effect on the Partnership, its operations or its assets;

(iv)possess Partnership property or assign any rights in specific Partnership property for other than a Partnership purpose;

(v)admit a person as a Partner to the Partnership, except as provided in this Agreement;

(vi)change or reorganize the Partnership into any other legal form;

(vii)require any Partner to make any contribution to the capital of the Partnership not provided for in this Agreement;

(viii)sell, exchange, transfer, assign, convey, encumber, or mortgage any part of the Partnership’s property or assets, except for any property or assets that are not material to the Project, or the disposition of which has been provided for in the Construction Budget or in the Operating Budget, or the disposition of which is in the ordinary course of the Partnership’s business; or

(ix)borrow money on behalf of the Partnership, except for borrowings provided for in the Construction Budget or in the Operating Budget, or in an amount less than $500,000 in the aggregate.

(b)  Neither the Management Committee nor the General Partner or

28

General Partners shall have the authority to do any one or more of the following without the consent of all General Partners and the holders of at least one-half of the Limited Partners Interests:

(i)sell, exchange, lease, assign, transfer, or otherwise dispose of all or substantially all the assets of the Partnership in a single sale, or in multiple sales during a twelve month period, except for a liquidating sale made in accordance with an orderly dissolution of the Partnership under Article XIII hereof;

(ii)elect to voluntarily dissolve and wind-up the Partnership;

(iii)cause the Partnership to merge or consolidate with any other Partnership or other entity; or

(iv)amend this Agreement, except as permitted by Section 17.01 hereof.

SECTION 8.06.  No Compensation. Neither any General Partner nor any Member of the Management Committee shall receive any compensation for performing its duties under this Agreement as a General Partner or Member of the Management Committee; provided, however, that subject to Section 3.02 hereof this provision shall not affect any Partner’s rights to receive distributions pursuant to Article VII hereof, to be repaid any loans made by it to the Partnership together with interest thereon, if applicable, or to receive compensation for providing goods or services as set forth in Section 5.08 hereof.

ARTICLE IX

RIGHTS AND POWERS OF LIMITED PARTNERS

SECTION 9.01.  No Management Control. No Limited Partner (except in its capacity as a General Partner) shall take part in, or interfere in any manner with, the day-to-day management, operation or control of the business and affairs of the Partnership. No Limited Partner shall have any right, power, or authority to transact any business in the name of the Partnership or to act for or on behalf of or to bind the Partnership.

SECTION 9.02.  Limited Voting Rights. Except as otherwise provided herein, Limited Partners shall have the right to vote only upon those matters submitted to a vote of Limited Partners pursuant to Section 8.05(b) hereof.

SECTION 9.03.  Limitation on Limited Partner’s Liability. Except as otherwise required by law, a Limited Partner’s liability (in its capacity as a Limited Partner) for any debts, liabilities, contracts, or obligations of the Partnership shall be limited to its capital contribution and its share of any undistributed assets of

29

the Partnership.

SECTION 9.04.  Rights of Limited Partners. The Limited Partners shall have no rights other than those specifically provided herein. In the event any laws, rules, or regulations applicable to the Partnership require a Limited Partner to have certain rights not granted by the terms of this Agreement, then such Limited Partners shall have and enjoy such rights, but only for so long as the existence thereof does not result in a loss of the limitation on liability enjoyed by the Limited Partners under the Act or the applicable laws of any other jurisdiction.

SECTION 9.05.  Limitations on Rights. No Limited Partner shall have the right or power to: (a) withdraw or reduce its contribution to the capital of the Partnership, except as otherwise provided in this Agreement; (b) bring an action for partition against the Partnership; (c) cause the dissolution and termination of the Partnership by court decree or otherwise, except as set forth in this Agreement; or (d) demand or receive property other than cash in return for its contribution. No Limited Partner shall have priority over any other Limited Partner either as to the return of contributions of capital or as to Net Cash Flow, other than as set forth in this Agreement.

SECTION 9.06.  Agreement to Comply with Section 15.02 Each Limited Partner which is an Affiliate of a General Partner shall be jointly obligated or liable along with such General Partner for complying with Section 15.02.

ARTICLE X

BOOKS AND RECORDS

SECTION 10.01.  Records and Accounting. Proper and complete records and books of account of the business of the Partnership shall be established and maintained by the Management Committee at the Partnership’s principal place of business, and upon reasonable notice each Partner or its representative shall have access to such records and books of account for inspection (and making of copies) at any time during normal business hours, at the expense of such Partner.

Such records and books of account of the Partnership shall be kept on an accrual basis in accordance with generally accepted accounting principles, consistently applied, shall reflect all Partnership transactions, and shall be appropriate and adequate for the Partnership’s business and for the carrying out of all provisions of this Agreement.

SECTION 10.02.  Other Documents to be Maintained. In addition to any records and books of account maintained in accordance with Section 10.01 of this Agreement, the Partnership also shall keep and

30

maintain at its principal place of business the following records, all of which are subject to inspection and copying upon reasonable notice during ordinary business hours at the reasonable request and expense of a requesting Partner:

(a)  a current list of the full names and business addresses of the Partners, separately identifying the General Partners and the Limited Partners;

(b)  a copy of the Certificate and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate was executed;

(c)  copies of the Partnership’s federal, state, and local income tax returns and reports, if any, for the six most recent years; and

(d)  copies of this Agreement and any financial statements of the Partnership for the six most recent years.

SECTION 10.03.  Reports.

(a)  The Management Committee, at the expense of the Partnership, shall cause periodic audits to be made of the Partnership’s records and books of account on at least an annual basis by an independent public accounting firm selected by the Management Committee. Copies of the report of such audits shall be delivered to all Partners.

(b)  The Partnership shall, as deemed necessary and desirable by the Management Committee, furnish reports to all General Partners fully describing the financial or other activities of the Partnership.

(c)  The Management Committee, at the expense of the Partnership, shall cause income tax returns for the Partnership to be prepared by the Partnership’s certified public accountant and filed with the appropriate authorities, and shall furnish to all Partners, within seventy-five days after the end of the taxable year of the Partnership, all tax information with respect to the Partnership as may be required by the Partners for the preparation of their respective income tax returns. Each Partner will be responsible for the preparation and filing of all federal, state, and local tax returns required to be filed by it, and will furnish to the Partnership all information with respect thereto that the Partnership may reasonably require.

SECTION 10.04.  Tax Elections. The General Partners shall:

(a)  amortize expenses incurred in connection with organization of the Partnership under Section 709 of the Code; and

31

(b)  not elect to exclud the Partnership from the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code.

SECTION 10.05.  Tax Audits. If the General Partners, in their sole discretion, elect to contest any adjustment proposed by the Internal Revenue Service in an audit of any of the Partnership’s income tax returns, the expenses of such contest will be borne by the Partnership. Each Partner shall bear the expenses of its own audit.

SECTION 10.06.  Bank Accounts. Funds of the Partnership shall be kept in one or more separate accounts, in the name of the Partnership, at such banks or other federally insured depositories as may be designated by the Management Committee. All such funds shall be disbursed only in accordance with the provisions of this Agreement. In no event shall any other funds be deposited in any such accounts nor shall such funds be commingled in any manner.

ARTICLE XI

INDEMNIFICATION

SECTION 11.01.  Indemnification; Liability of Partners.

(a)  No Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or to any other Partner with respect to this Agreement for any act or omission by it so long as in so acting or omitting to act it has not breached in any material respect the provisions of this Agreement and is not guilty of fraud, willful misconduct, or gross negligence.

(b)  The Partnership, its receiver or its trustee shall indemnify and hold harmless each General Partner, its Affiliates, and all officers, directors, employees, agents, and assigns of the General Partner and its Affiliates, from and against any and all losses, liabilities, damages, claims, lawsuits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses, which attorneys’ fees and expenses shall be paid as incurred if the Partnership receives the undertaking by the person seeking indemnification to reimburse such fees and expenses in the event that it is ultimately determined that the person seeking indemnification is not entitled to be indemnified therefor) arising from or as a result of any act or omission performed or omitted by it within the scope of the authority conferred upon it by this Agreement; provided, however, that no indemnification shall be made in respect of any claim, issue, or matter as to which the person seeking indemnification shall have breached in any material respect the provisions of this Agreement or shall have been guilty of fraud, willful misconduct, or gross negligence in the performance of its duties to the Partnership.

In the event of an action by a Limited Partner against a

32

General Partner, any of its Affiliates, or any officer, director, employee, agent, or assignee of a General Partner or any of its Affiliates, including, without limitation, a Partnership derivative suit, the Partnership shall indemnify and hold harmless such General Partner, Affiliate and any such officer, director, employee, agent, or assignee, and pay all expenses of any such person, including, without limitation, reasonable attorneys’ fees incurred in the defense of such action, if the person is successful in such action.

(c)  The Partnership may purchase liability insurance which insures the General Partners, their Affiliates, and their officers, directors, employees, agents, and assigns against any liabilities which may be incurred by such persons as a result of their conduct in connection with the business of the Partnership.

ARTICLE XII

DISPOSITION OR ASSIGNMENT OF PARTNERSHIP INTEREST

SECTION 12.01.  In General. Except for a buyout pursuant to Article XV, no Partner may sell, transfer, assign, pledge, hypothecate, grant a security interest in, or otherwise dispose of or encumber its Interest in the Partnership (whether voluntarily or involuntarily or by operation of law) (any one of the foregoing being called a “Transfer”), unless:

(a)  all of the General Partners have consented in writing to such Transfer, which consent shall not be unreasonably withheld; and

(b)  such Transfer does not violate the QF status or FERC Ownership Criteria restrictions of Sections 3.02 or 5.01 hereof, and the transferee provides the Partnership appropriate certificates and an opinion of counsel reasonably satisfactory to the non-assigning General Partners concluding that the Transfer will not cause the Project to lose its QF status.

Notwithstanding Section 12.01 above, PAS and NDP shall each be permitted to Transfer all or any portion of its respective Limited Partner Interests to an Affiliate without the consent of the other General Partners; provided, however, that the requirements of Section 12.01(b) have been met and that the General Partner shall own directly not less than 48.9796% of the total equity interests of the Affiliate; provided further that (i) in the event that the aggregate amount of the equity funding to be contributed on the Equity Funding Date (the “Equity”) is required by the terms of the Construction Loan and/or the Term Loan to equal 15% or more of the sum of the Equity plus the amount of the Term Loan, then such General Partner may commence to reduce its aggregate equity interest in such Affiliate to not less than 48.9796% of the total equity interest in such Affiliate (whether by sale of its equity interests to, or admission as additional investors of, Persons not affiliated with such General Partner) at any time after the date on which such

33

Affiliate becomes a Limited Partner or (ii) in the event that the Equity is not required to equal 15% or more of the sum of the Equity plus the amount of the Term Loan, then such General Partner may commence so to reduce its aggregate equity interests in such Affiliate to not less than 48.9796% of the total equity interest in such Affiliate only after the Term Loan Date. In no event shall such General Partner permit its aggregate equity interest in such Affiliate to equal less than 48.9796% of the total equity interests in such Affiliate.

Neither the Partnership nor the Partners shall be bound by any Transfer permitted under this Section above until a counterpart of the instrument of Transfer, executed and acknowledged by the parties thereto, is delivered to the Partnership at its principal place of business, and such Transfer shall be (subject to the other provisions herein) effective as of the date specified therein.

No assignee of an Interest in the Partnership shall become a substituted Limited Partner unless:

(i)all of the non-assigning General Partners have consented in writing thereto, which consent shall not be unreasonably withheld; provided, however, that such consent shall not be required in the case of a Transfer by PAS or NDP of a Limited Partner Interest to an Affiliate of PAS or NDP respectively; and

(ii)the assignee has agreed in a writing thereto, reasonably satisfactory in form and substance to counsel for the non-assigning General Partners, to assume all obligations, covenants, and liabilities under this Agreement of the transferor by signing a counterpart of this Agreement.

SECTION 12.02.  Assignment in Violation of Section 12.01. Except for a buyout pursuant to Article XV, any purported Transfer or attempted Transfer of a Partnership Interest without the written consent required by Section 12.01, if one is required, shall be null and void and of no effect whatsoever; provided, however, that if the Partnership is required to recognize a Transfer made without the written consent required by Section 12.01, if one is required (or, if the Partnership, in its sole discretion, elects to recognize such unauthorized Transfer), the Interest transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided in this Agreement with respect to the transferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interests may have to the Partnership.

Except for the buyout pursuant to Article XV, in the case of a Transfer or attempted Transfer of a Partnership Interest without the

34

written consent required by Section 12.01, if one is required, the parties engaging or attempting to engage in such Transfer shall indemnify and hold harmless the Partnership and the other Partners from all costs, liabilities, and damages that any of such indemnified persons may incur (including, without limitation, incremental tax liability, losses resulting from the Project ceasing to be a QF, and reasonable attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

ARTICLE XIII

DISSOLUTION AND TERMINATION

SECTION 13.01.  Events of Dissolution. Except as provided in Section 13.02, the Partnership shall be dissolved and its affairs wound up upon the first to occur of the following (individually called a “Liquidation Event” and collectively called “Liquidation Events”):

(a)  the Expiration Date of the Partnership as provided in Section 4.01, unless extended pursuant to Section 4.02, in which case at the Termination Date;

(b)  the written agreement of the Partners to dissolve the Partnership in accordance with Section 8.05(b) hereof;

(c)  the Bankruptcy of the Partnership or any General Partner;

(d)  the sale, exchange, lease, mortgage, assignment, pledge, transfer, or other disposition of all or substantially all of the assets of the Partnership; provided, however, that any financing to be obtained by the Partnership in connection with the design, engineering, construction, and start-up costs of the Project, and any refinancing thereof, including, without limitation, any and all mortgages, security interests and pledges granted in connection with such financings or refinancing, shall not constitute a Liquidation Event;

(e)  the termination of the Power Purchase Agreement due to the failure of the Partnership to obtain the approval of the Florida Public Service Commission with respect to the Power Purchase Agreement;

(f)  the dissolution of any General Partner other than (i) upon a failure to file its annual report or similar reports with any governmental bodies that require such reports, provided that such report is filed within thirty days after the notice of dissolution; or (ii) a dissolution following which the successor to the business or assets of such General Partner becomes a substitute General Partner by an agreement in writing by all the other General Partners;

35

(g)  the failure of either General Partner to furnish to the other General Partner an Offer to Sell pursuant to Section 15.02 of this Agreement; or

(h)  the withdrawal of all General Partners or the occurrence of an event which, under the Act, causes the dissolution of a Florida limited partnership.

SECTION 13.02.  Withdrawal/Dissolution of General Partners.

(a)  In the case of a Liquidation Event due to the Bankruptcy or dissolution of a General Partner (the “Affected Partner”), the non-bankrupt and non-dissolved General Partners (the “Nonaffected Partners”) shall have the option to continue the business of the Partnership, in the name of the Partnership. If such business is continued, as of the date of the Liquidation Event the Affected Partner shall cease to be a General Partner and cease to possess any of the powers granted herein to General Partners, and shall become a Limited Partner with a Limited Partner percentage Interest equal to its interest as a General Partner, and shall have all the rights and obligations of a Limited Partner. Within thirty (30) days after the date on which a General Partner has been removed or has withdrawn as General Partner of the Partnership in accordance with this Agreement, the amount of any loans from the removed or withdrawn General Partner shall be paid by the Partnership to the removed or withdrawn General Partner in cash. Additionally, the Affected Partner shall indemnify the Partnership and the other Partners for any loss, damage, liability, or expense, not including any lost profits, but including, without limitation, reasonable attorneys’ fees and expenses, arising as a result of its Bankruptcy or dissolution.

(b)  If the Partnership is dissolved or to be dissolved by reason of the Bankruptcy or dissolution of the sole remaining General Partner or the withdrawal of all General Partners, and any Limited Partner shall deliver to each of the other Limited Partners, within forty (40) days of such Bankruptcy, dissolution or withdrawal, a written notice demanding that a meeting of Limited Partners be held at the principal place of business of the Partnership at the time set forth in such notice (which shall be not less than ten (10) nor more than thirty (30) days after the date of such notice), the Limited Partners shall hold such meeting. Limited Partners attending such meeting, either in person or by proxy, and constituting a majority in interest of the Limited Partners may continue the Partnership with a new General Partner (or General Partners) having the capacity to serve as such and able to meet any requirements then imposed by the Code or any rulings or regulations promulgated thereunder with respect to general partners of limited partnerships in order that the Partnership not become an association taxable as a corporation. If such Limited Partners shall exercise such right to continue the business of the Partnership, the Person or Persons appointed by them as the new General Partner(s) shall

36

assume the rights, powers and responsibilities of the General Partners as provided in this Agreement upon the effective date of the Bankruptcy, dissolution or withdrawal of the General Partner(s), provided the proposed substitute General Partner(s) delivers to the Partners a written agreement by such proposed substitute General Partner(s) (the “Substitute General Partner Agreement”) within thirty (30) days after selection, which Substitute General Partner Agreement shall set forth the following proposed agreements by such substitute General Partner(s): (i) to be bound by this Agreement (provided, however, that such substitute General Partner(s) shall be allocated such share of the Net Income, Net Loss and distributions of the Partnership and shall be paid such fees as the Limited Partners selecting such substitute General Partner(s) shall determine); (ii) to assume the rights, powers and responsibilities of the General Partners pursuant to the terms of this Agreement accruing after the effective date of such Bankruptcy, dissolution or withdrawal; (iii) to amend this Agreement to reflect the Bankruptcy, dissolution or withdrawal of the Bankrupt, dissolved or withdrawn General Partner and the appointment of such substitute General Partner; (iv) to perform the duties and responsibilities of the General Partners, which shall automatically relieve the Bankrupt, dissolved or withdrawn General Partner of all obligations arising after the effective date of such Bankruptcy, dissolution or withdrawal pursuant to the terms of this Agreement, except as specifically provided in this Agreement; and (v) to record, file and publish any certificates or documents as may be appropriate to evidence or effect such Bankruptcy, dissolution or withdrawal, substitution and release, including a Certificate of Amendment. Upon effective substitution of a substitute General Partner, this Agreement shall remain in effect and the business of the Partnership shall be continued. Upon the selection of a substitute General Partner, the Partnership shall indemnify and defend and hold the Bankrupt, dissolved or withdrawn General Partner harmless from and against all liabilities of the Partnership arising after the effective date of such Bankruptcy, dissolution or withdrawal. The substitute General Partner shall provide or cause the Partnership to provide satisfactory evidence of such indemnification to the Bankrupt, dissolved or withdrawn General Partner.

SECTION 13.03.  Liquidation and Winding Up.

Upon the occurrence of a Liquidation Event, unless an election to continue the business of the Partnership is made pursuant to Section 13.02 hereof, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Partnership’s business and affairs, and no Partner shall receive any additional compensation for any services performed pursuant to this Article XIII. In that event, the Management Committee, or such other person as may be authorized by law, shall,

37

as soon as practicable, wind up the affairs of the Partnership and sell or distribute the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

(i)to the payment of all debts and liabilities of the Partnership, including, without limitation, all amounts owing to a Partner under any agreement between the Partnership and the Partner entered into by the Partner other than in its capacity as a Partner in the Partnership;

(ii)to the payment of expenses of liquidation of the Partnership, including, without limitation, such expenses reasonably incurred by any General Partner;

(iii)to the establishment of a reserve which the Management Committee (or such other authorized person) may deem reasonably necessary for any contingent liabilities or unforeseen obligations of the Partnership (which reserves shall be held in escrow);

(iv)to the payment and discharge of all debts and liabilities owed to Partners not covered in Section 13.03(i) hereof; and

(v)to pay each Partner in accordance with each Partner’s positive Capital Account balance, as adjusted pursuant to Article VI for all transactions up to and including such Liquidation Event.

If any reserve is established pursuant to Section 13.03(a), any amount remaining therein after payment of all expenses and other debts for which the reserve was established shall be distributed pursuant to the terms of this Subsection.

SECTION 13.04.  Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.03 in order to minimize any losses otherwise attendant upon such a winding up.

SECTION 13.05.  Termination of Partnership. Except as otherwise provided in this Agreement, the Partnership shall terminate when all of the remaining assets of the Partnership, including, without limitation, proceeds from the sale or other disposition of assets, after payment of or due provision for all debts, liabilities, and obligations of the Partnership, shall have been distributed to the Partners as provided for in Section 13.03 hereof, and the Certificate shall have been canceled in the manner required by the Act.

38

ARTICLE XIV

REPRESENTATIONS AND WARRANTIES

SECTION 14.01.  Representations, Warranties and Covenants of NDP. NDP represents, warrants, and covenants to PAS and to DIL as follows:

(a)  NDP is a corporation duly incorporated, validly existing, and in active status under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in good standing in Florida.

(b)  The execution, delivery and performance of this Agreement have been duly and validly authorized by NDP, and all necessary corporate action has been taken by NDP to make this Agreement a legal, valid, and binding obligation of NDP enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or equitable principles.

(c)  The execution and delivery of this Agreement and the performance by NDP of its obligations hereunder will not result in any breach of the articles of incorporation or by-laws of NDP, or a material breach under any material indenture, lease, license, mortgage, loan, financing agreement, or any other material agreement, instrument, or understanding, nor result in any violation of any law, rule, regulation, statute, order, or decree of any kind, to which NDP is a party or to which it or any of its property is or may be subject.

(d)  NDP is a wholly owned subsidiary of North Canadian Power Incorporated, a California corporation.

(e)  Neither NDP nor any of its Affiliates:

(i)is an “electric utility”, an “electric utility holding company”, or an affiliate or subsidiary of such an entity as those terms are used under the FERC Regulations;

(ii)will acquire any interest in other entities which would cause the Partnership to exceed the FERC Ownership Criteria or otherwise cause the Project to lose its QF status; or

(iii)will transfer any of their Interests in the Partnership in a manner which would cause the Project to lose its QF status.

SECTION 14.02.  Representations, Warranties and Covenants of PAS. PAS represents, warrants, and covenants to NDP and to DIL as follows:

39

(a)  PAS is a corporation duly incorporated, validly existing, and in active status under the laws of the State of Florida and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification, except where the failure to qualify will not have a material adverse effect on the business of PAS.

(b)  The execution and delivery and performance of this Agreement have been duly and validly authorized by PAS, and all necessary corporate action has been taken by PAS to make this Agreement a legal, valid, and binding obligation of PAS enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or equitable principles.

(c)  The execution and delivery of this Agreement and the performance by PAS of its obligations hereunder will not result in any breach of the articles of incorporation or by-laws of PAS, nor result in any material breach or violation of, or material breach under any material indenture, lease, license, mortgage, loan, financing agreement, or any other material agreement, instrument, or understanding nor result in any violation of any law, rule, regulation, statute, order, or decree of any kind, to which PAS is a party or to which it or any of its property is or may be subject.

(d)  PAS is a wholly owned subsidiary of Lykes Energy, Inc., a Florida corporation.

(e)  Neither PAS nor any of its Affiliates:

(i)is an “electric utility”, an “electric utility holding company”, or an affiliate or subsidiary of such an entity as those terms are used under the FERC Regulations;

(ii)will acquire any interest in other entities which would cause the Partnership to exceed the FERC Ownership Criteria or otherwise cause the Project to lose its QF status; or

(iii)will transfer any of their Interests in the Partnership in a manner which would cause the Project to lose its QF status.

SECTION 14.03.  Representations, Warranties and Covenants of DIL. DIL represents, warrants, and covenants to PAS and to NDP as follows:

(a)DIL is a limited partnership duly formed, validly existing, and in active status under the laws of the State of Delaware and is duly qualified to do business as a foreign limited partnership in good standing in Florida.

40

(b)  The execution, delivery and performance of this Agreement have been duly and validly authorized by DIL, and all necessary corporate action has been taken by DIL to make this Agreement a legal, valid, and binding obligation of DIL enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or equitable principles.

(c)  The execution and delivery of this Agreement and the performance by DIL of its obligations hereunder will not result in any breach of the limited partnership agreement of DIL, or a material breach under any material indenture, lease, license, mortgage, loan, financing agreement, or any other material agreement, instrument, or understanding, nor result in any violation of any law, rule, regulation, statute, order, or decree of any kind, to which DIL is a party or to which it or any of its property is or may be subject.

(d)  DIL is wholly owned by North Canadian Power Incorporated, a California corporation.

SECTION 14.04.  Additional Representations of Limited Partners. Each Limited Partner represents to the Partnership and the General Partners that: (a) it is acquiring its Interest as a Limited Partner for its own account for investment and not with a view to or for sale in connection with any distribution of such Interest (but subject, nevertheless, to any requirement of law that the disposition of its property remain within its control at all times); (b) it understands that the Interests in the Partnership have not been registered under the 1933 Act or the applicable securities laws of Florida or any other state, and must be held indefinitely unless the Interests are so registered or an exemption from such registration is available; (c) it has such knowledge and experience in business matters that it is capable of evaluating the risks and merits of its investment in the Partnership; (d) it has received and reviewed the material agreements and other documents relating to the Partnership and/or its business and such other information, oral or written, as it has requested, having been afforded the opportunity to ask questions of the General Partners and to obtain any additional information that it has deemed appropriate; (e) Neither it nor any of its Affiliates:

(i)is an “electric utility”, an “electric utility holding company”, or an affiliate or subsidiary of such an entity as those terms are used under the FERC Regulations;

(ii)will acquire any interest in other entities which would cause the Partnership to exceed the FERC Ownership Criteria or otherwise cause the Project to lose its QF status; or

(iii)will transfer any of their Interests in the Partnership in a manner which would cause the Project to lose its QF

41

status.

ARTICLE XV

DISPUTE RESOLUTION

SECTION 15.01.  Disputes. All material claims, disputes, or other controversies, other than claims arising out of or relating to a good faith assertion that a General Partner has committed fraud, misappropriation or any other intentional tortious conduct against the Partnership, (hereinafter, a “Dispute”) between the General Partners arising out of or relating to this Agreement, including, without limitation, deadlocks of the Management Committee referred to in Section 8.02 hereof, shall be decided pursuant to the provisions of this Section 15.01. Within five business days after a General Partner gives notice to the other General Partners that a Dispute exists and that it cannot be resolved, because (i) the Management Committee is deadlocked and has remained deadlocked for a period of at least five business days, (ii) the Management Committee has failed or been unable to meet for the purpose of taking action necessary to resolve the Dispute, or (iii) the General Partners have not been able to agree on the choice among one or more alternatives under Section 3.02(d), then the procedure described in Section 15.02 shall apply.

SECTION 15.02.  Buy-Out Provisions.

(a)  Either General Partner (the “Terminating Party”) may, within 15 days after the end of the 5 day period referenced in Section 15.01 hereof, furnish to the other General Partner an offer to sell (the “Offer to Sell”) stating (i) the selling price at which the Terminating Party is willing to sell all of its Interest in the Partnership (the “Offering Price”); (ii) the terms other than price on which the Terminating Party is willing to sell its Interest in the Partnership, subject to all necessary consents being obtained under all agreements to which the Partnership is a party, and (iii) a written statement being given by the Terminating Party to the other General Partner (“Other Party”) that the procedures required by Section 15.01(a) have been completed and the Dispute remains unresolved.

(b)  Upon receipt of the Offer to Sell, the Other Party shall be obligated to either (i) purchase the Interest of the Terminating Party at a price equal to the Offering Price, or (ii) sell to the Terminating Party the Interest of the Other Party at a price which bears the same proportion to the Offering Price as the Interest in the Partnership of the Other Party bears to the Interest in the Partnership of the Terminating Party.

(c)  The Other Party shall have a period of 10 days after the receipt of such notice within which to notify the Terminating Party in writing (the “Reply Notice”) whether the Other Party shall either

42

(i) sell to the Terminating Party all of its Interest, or (ii) purchase all of the Terminating Party’s Interest. In the event that the Reply Notice is not so given prior to the expiration of the 10 day period, then it shall be conclusively presumed that the Other Party has agreed to sell all of its Interest to the Terminating Party, and the Terminating Party (i) shall obtain all required consents under all agreements to which the Partnership is a party (the “Consents”) within 30 days after the date on which the Reply Notice is given or presumed given, and (ii) shall purchase all of the Interest of the Other Party at the Price determined under Section 15.02(b) (ii) above within 30 days after obtaining the Consents (the “Purchase Period”). The Partners shall promptly request all necessary consents to such transaction. If the Other Party elects to purchase, it shall purchase within the Purchase Period all of the Interest of the Terminating Party at the Offering Price as determined above and in accordance with the foregoing provisions of this Section 15.02(c). The Partner purchasing the Interest is referred to herein as the “Purchaser,” and the Partner selling the Interest is referred to herein as the “Seller.” In the event that the Offering Price is not paid to the Seller within 60 days of the date on which the Reply Notice is given or presumed given, the Offering Price shall accrue interest, at a rate per annum equal to the prime rate of First Florida Bank, N.A., Tampa, Florida, plus two percent, from the date on which the Reply Notice is given or presumed given until paid in full.

The cash portion of the purchase price shall be paid at the closing by cashier’s check drawn to the order of the Seller on a bank reasonably acceptable to Seller or, at Seller’s option, by wire transfer according to Seller’s instructions. The balance of the purchase price, if any, shall be evidenced and secured as set forth in the Offer of Purchase.

(d)  In connection with the sale of any Partner’s Interest to the other Partner pursuant to this Section 15.02, if there shall be any outstanding loans by the Seller to the Partnership, such loans, including accrued interest, if any, shall be paid by the Purchaser at the closing in the same manner as the cash portion of the purchase price under Section 15.02(c) of this Agreement. At the closing, the Seller shall deliver to the Purchaser any notes evidencing such loans.

(e)  The Partners shall not be entitled to any distribution of Net Cash Flow or of capital from the Partnership following the giving of the Offer of Purchase nor shall there be any distributions to any Partner from the date of the giving of the Offer of Purchase until the closing of such purchase.

(f)  At the closing, the Seller shall assign and transfer to the Purchaser all of the Seller’s Interest in the Partnership, free and clear of all liens, claims and encumbrances, together with a quit-claim deed and bill of sale to all of the Partnership’s

43

property, and such other documents of title or assignment as the Purchaser may reasonably require. Any transfer taxes on such assignment and transfer shall be paid by the Seller.

(g)  It is the intent of the Partners that the requirements or obligations of a General Partner to sell its Interest in the Partnership in accordance with the provisions of this Section 15.02 shall be enforceable by specific performance with the same force and effect and at least to the same extent as is permitted by law for the specific performance of a contract relating to the purchase of real property or any interest therein.

(h)  In any case in which a General Partner is required by this Section 15.02 to purchase the Interests of the other General Partner as a result of a Dispute, such Dispute shall be deemed resolved by the General Partner purchasing at any time after such party becomes bound to make such purchase. Notwithstanding the provisions of Section 8.02 of this Agreement, from the time a party is bound hereby to purchase the Interests of a General Partner until the closing of such transaction, no Member of the Management Committee designated by the Seller shall be entitled to vote at a meeting of the Management Committee and, during such period, action may be taken by the Management Committee by an unanimous vote at a meeting attended by only the two Members designated by the Purchaser.

(i)  Anything in this Agreement to the contrary notwithstanding, in the event a General Partner offers to sell pursuant to Section 15.02(a) or sells pursuant to Section 15.02(b) or becomes obligated to sell pursuant to Section 15.02(c), such General Partner shall be obligated to offer or sell, or cause an offer or sale to be made of all the Partnership Interests of such General Partner and all of the Partnership Interests of all Affiliates of such General Partner pursuant to this Section 15.02; provided, however, that DIL and any entity to which PAS has transferred Limited Partnership Interests, if at all, (“PAS’ Transferee”) shall not be deemed to be an Affiliate of a General Partner for purposes of this Section 15.02 if any person that is not an Affiliate of such General Partner is a partner in DIL or PAS’ Transferee. In the event that DIL or PAS’ Transferee are excluded from the operation of the preceding sentence by the proviso thereto, but such General Partner or its Affiliate is a partner in DIL or PAS’ Transferee, then DIL or PAS’ Transferee shall, prior to the sale by such General Partner of its interest in the Partnership pursuant to this Section 15.02, be dissolved, and the partners in DIL or PAS’ Transferee shall receive distributions from DIL or PAS’ Transferee as provided in Section 15.02(j), below; the partnership agreement or articles of incorporation of DIL or PAS’ Transferee shall incorporate provisions effecting the requirements of this sentence and of Section 15.02(j). Except as provided in the foregoing sentence, each General Partner agrees to take such steps as are necessary to insure compliance with this Section 15.02 by each of such General Partner’s Affiliates, if any. (j) Upon a

44

dissolution of DIL or PAS’ Transferee pursuant to Section 15.02(i), if any, the Interest of DIL or PAS’. Transferee in the Partnership shall be distributed to the partners in DIL or PAS’ Transferee in kind; in proportion to their respective interests in the profits, losses and credits of DIL or PAS’ Transferee.

ARTICLE XVI

CONFIDENTIALITY

SECTION 16.01.  Confidentiality.

(a)  During the term of this Agreement, the Partnership and each Partner shall take all steps which are necessary or reasonable to safeguard the secrecy and confidentiality of, and proprietary rights of the Partnership to, any and all confidential information, and shall not disclose any confidential information to any third party except (i) as required to develop, further develop, modify, or exploit the Project, or (ii) as required by law to be disclosed.

(b)  In the event that the Partnership, any Partner, or any Affiliate of a Partner shall make available any confidential information to any third party, such disclosing person shall first obtain from such third party (or, in the case of disclosure to a governmental agency or body, shall use reasonable efforts to maintain confidentiality of such information) for the benefit of the Partnership, a written agreement that such third party (i) will protect the confidentiality of such confidential information, (ii) will not disclose such confidential information without the prior written consent of the Partnership, and (iii) upon the termination of such third party’s right to use or possess such confidential information, will return to the Partnership all documents, copies of all documents and other tangible or intangible manifestations, and copies thereof, relating to the Project, all confidential information and any other proprietary information of the Partnership in such third party’s possession or control, including, without limitation, pictures, writing, magnetic tapes, drawings, models, experimental tools, tooling, documents, and copies of any of the foregoing.

(c)  During the term of this Agreement, the Partners will take all steps necessary and reasonable to protect the confidentiality of the Partnership’s confidential information and to use the same during the term of this Agreement only for the purposes set forth herein. This Section 16.01(c) shall not apply to any particular item of information if such item was in the public domain at the time of such disclosure, or subsequently comes into the public domain through no fault of the disclosing Partner.

SECTION 16.02.  Injunctive Relief. In the event of a breach by any Partner or its Affiliates of any of the obligations or covenants of the Partner contained in this Article XVI, although the damage to

45

the Partnership and the other Partners will be substantial, the same will be difficult to ascertain, money damages will not afford an adequate remedy, and the Partnership and the other Partners will suffer irreparable injury. Therefore, in the event of any such breach, in addition to, and not in limitation of, any other rights or remedies which may be provided by law or elsewhere in this Agreement, the Partnership and the other Partners shall have the right to specific performance of such particular obligations or covenants in this Article XVI by way of temporary and permanent injunctive relief.

ARTICLE XVII

MISCELLANEOUS

SECTION 17.01.  Amendments.

(a)  Generally. This Agreement may be amended from time to time upon the written consent of: (i) all of the General Partners and (ii) Limited Partners holding a majority of the Interests of the Limited Partners.

(b)  Certain Amendments. In addition to any amendments otherwise authorized herein, the following amendments may be made to this Agreement from time to time by the General Partners without the approval of the Limited Partners:

(i)a change in the name of the Partnership or in the location of the principal place of business of the Partnership;

(ii)a change that is necessary to qualify the Partnership as a limited partnership or that the General Partners deem necessary or advisable to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes; and

(iii)a change that (A) the General Partners deem necessary or desirable to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof, (B) adds to the representations, duties, or obligations of the General Partners or surrenders any right or power granted to the General Partners herein, for the benefit of the Limited Partners, or (C) is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect.

SECTION 17.02.  Entire Agreement. This Agreement and the Development and Operational Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersede any and all prior agreements,

46

understandings, promises, and representations concerning the subject matter hereof and the terms applicable thereto.

SECTION 17.03.  Severability. The invalidity or unenforceability of any of the provisions of this Agreement shall not affect the validity or enforceability of any of the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

SECTION 17.04.  Waivers. The failure of any Partner or other parties hereto to insist, in any one or more instances, upon the performance of any term, covenant, or condition of this Agreement, or to exercise any rights hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition, or the future exercise of such right, but the obligations of the non-performing party with respect to such future performance shall continue in full force and effect.

SECTION 17.05.  Headings. The headings of the Articles, Sections, and paragraphs contained herein are included for convenience only and are not to be used in construing or interpreting this Agreement.

SECTION 17.06.  Notice. Any notice to be given or that may be given under this Agreement shall be in writing and shall be (i) delivered by hand, or (ii) delivered through the United States Mail, postage prepaid, certified, return receipt requested, or (iii) delivered through or by Federal Express, Express Mail or other nationally recognized expedited mail or package service, addressed to the parties as follows:

If to NDP:	NCP Dade Power Incorporated
	c/o North Canadian Power Incorporated
	1100 Town and Country Road - Suite 800
	Orange, California 92668
	Attn: President
If to PAS:	PAS Power Co
	P.O. Box 2562, Tampa, Florida 33601
	Attn: E. Elliott White
	(If by certified mail)
	or
	220 East Madison Street, Tampa, Florida 33602
	Attn: E. Elliott White
	(If by other than certified mail)
With Copy	Nathan B. Simpson, Esq.
(which shall	Macfarlane, Ferguson, Allison & Kelly
not constitute	P.O. Box 1531
notice) to:	Tampa, Florida 33601
If to DIL:	Dade Investment, L.P.

47

c/o North Canadian Power Incorporated

1100 Town & Country Road

Suite 800

Orange, California 92668

Any notice that may be given under this Agreement shall be deemed given (i) five days after such notice is deposited in the United States Mail, certified, return receipt requested, with proper postage affixed thereto, (ii) one business day after depositing such notice with Federal Express, Express Mail or other expedited mail or package delivery service guaranteeing delivery no later than the next business day, or (iii) upon hand delivery to the appropriate address and person as herein provided if a receipted copy is retained upon delivery. Any party hereto may change the address provided hereinabove or the person to whose attention the notice is to be given by notice to the other parties in the manner hereinabove provided. The term “business day” shall mean any calendar day which is not a Saturday, Sunday or day on which national banks in Florida are not open.

SECTION 17.07.  Successors and Assigns. Subject to the restrictions set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement, and their respective successors and assigns, and each and every successor or assign, whether by way of purchase, foreclosure, or otherwise, shall hold such interest subject to all the terms and provisions of this Agreement.

SECTION 17.08.  Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute one and the same instrument.

SECTION 17.09.  Attorneys’ Fees. In the event of any dispute with respect to this Agreement, the prevailing party or parties shall be entitled to its, or their, reasonable attorneys’ fees and costs (including, without limitation, costs of paralegals), whether incurred before trial, during trial, on any appeals or in bankruptcy court.

SECTION 17.10.  Partition. Each of the Partners, having been previously advised of its rights to bring an action for partition, hereby irrevocably waives for the duration of this Agreement any and all rights it may have to maintain an action for partition with respect to such party’s Interest in Partnership or the assets of the Partnership. In connection with the foregoing, the Partners acknowledge and agree that each of them has been induced to enter into this Agreement in reliance on the aforementioned waiver by the others and without such waiver none of the Partners would have entered into this Agreement.

SECTION 17.11.  Applicable Law. This Agreement shall be subject

48

to and construed in accordance with the laws of the state of Florida.

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

	GENERAL PARTNERS
	NCP DADE POWER INCORPORATED
WITNESS:
/s/ Donald McKechnie
	BY:	/s/ Jay R Roland
		Jay R Roland, its
		President
WITNESS:	PAS POWER CO.
/s/ Audrey Watson	BY:	John A. Brabson, Jr
		John A. Brabson, Jr., its
/s/ E Elliott White		President
WITNESS:	LIMITED PARTNERS
/s/ Donald McKechnie	DADE INVESTMENT, L.P.
	BY:	NCP DADE POWER INCORPORATED,
		its General Partner
	BY:	/s/ Jay R Roland
		Jay R Roland, its
		President
WITNESS:	PAS POWER CO
/s/ Audrey Watson
	BY:	/s/ John A. Brabson, Jr
/s/ E Elliott White		John A. Brabson, Jr., its
		President

49

EX-3.105

Exhibit 3.105

FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PASCO COGEN, LTD.

This First Amendment to Agreement of Limited Partnership of Pasco Cogen Ltd. (this “Amendment”) is made and entered into as of the 15th day of January, 1992, by and among PAS POWER CO., a Florida corporation, with its principal office located at 220 East Madison Street, Tampa, Florida 33602 (“PAS”) and NCP DADE POWER INCORPORATED, a Delaware corporation, with its principal office located at 1100 Town and Country Road, Suite 800, Orange, California 92668 (“NDP”) as the General Partners, and DADE INVESTMENT L.P., a Delaware limited partnership, (“DIL”) and PAS as the Limited Partners. The parties hereto are sometimes referred to as “Partners” collectively and as a “Partner” individually.

WITNESSETH:

WHEREAS, the Certificate of Limited Partnership of Pasco Cogen, Ltd. (the “Partnership”) was recorded with the Secretary of State of the State of Florida on March 13, 1991.

WHEREAS, on or about August 28, 1991, the Partners executed an undated Agreement of Limited Partnership of Pasco Cogen Ltd. (the “Limited Partnership Agreement”).

WHEREAS, the Partners wish to amend the Limited Partnership Agreement in order to clarify certain points and to facilitate the financing of the Project as defined in the Limited Partnership Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Partners agree as follows:

1.Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Limited Partnership Agreement.

2.The Partners hereby ratify the Limited Partnership Agreement, and agree that the Limited Partnership Agreement shall be deemed to be dated “as of August 28, 1991.”

3.section 1.16 of the Limited Partnership Agreement is hereby amended to read as follows:

Section 1.16. “Equity Commitment” means, with respect to each Partner, the amount which, pursuant to the Equity Infusion Agreement (each as defined in the Master Agreement) entered into or to be entered into by such Partner, such Partner is required to pay (or cause a corporate affiliate to pay on its behalf) directly to the Collateral Agent (as defined in the Master Agreement) as an equity contribution to the Partnership.

4.Section 1.17 of the Limited Partnership Agreement is hereby amended to read as follows:

Section 1.17. “Equity Funding Date” shall have the meaning assigned to the term “Equity Infusion Date” in the Master Agreement.

5.A new Section 1.59 is hereby added to the Limited Partnership Agreement, to read as follows:

Section 1.59. “Master Agreement” shall mean the agreement so designated, entered into or to be entered into among the Partnership as Borrower, the Bank Lenders that may from time to time become party thereto, the Institutional Lenders party thereto, The Prudential Insurance Company of America as Agent and Bankers Trust Company as Collateral Agent.

6.Section 5.02 of the Limited Partnership Agreement is hereby amended and restated in its entirety to read as follows:

(a)    (i)PAS shall contribute to the capital of the Partnership, or shall cause Lykes Energy, Inc. to contribute to the Partnership on behalf of PAS, funds in the amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by PAS as a General Partner.

(ii)PAS shall contribute to the capital of the Partnership, or shall cause Lykes Energy, Inc. to contribute to the Partnership on behalf of PAS, funds in the amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by PAS as a Limited Partner.

2

(iii)NDP shall contribute to the capital of the Partnership, or shall cause North Canadian Oils Limited to contribute to the Partnership on behalf of NDP, funds in the amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by NDP.

(iv)DIL shall contribute to the capital of the Partnership, or shall cause North Canadian Oils Limited to contribute to the Partnership on behalf of DIL, funds in the amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by DIL.

(b)   Any amount required by Section 5.02(a) to be paid to the Partnership by or on behalf of any Partner may be paid directly to the collateral Agent (as defined in the Master Agreement), and any amount so paid to the Collateral Agent as required by each Equity Infusion Agreement shall be deemed to be a contribution to the capital of the Partnership for all purposes of the Limited Partnership Agreement as amended by this Amendment.

(c)   Any amounts advanced to the Partnership as a Subordinated MEGA-NOPR Advance pursuant to the Equity Infusion Agreement executed by NDP or as a Subordinated Chiller Advance pursuant to the Equity Infusion Agreement executed by PAS in its capacity as General Partner of the Partnership shall be deemed to be a loan for all purposes of this Limited Partnership Agreement, bearing interest at the same rate of interest as the Commitment A Institutional Note (as defined in the Master Agreement) and shall not be deemed contributions to capital. Repayment of such advances shall be subject to the limitations set forth in the Loan Documents (as defined in the Master Agreement).

7.Section 7.01(b) of the Limited Partnership Agreement is hereby amended to read as follows:

(b)   Subject to the limitations on distributions contained in the Loan Documents, Net Cash Flow shall be distributed at intervals determined by the Management Committee, but not less frequently than quarterly.

8.Section 7.02(c) is amended by adding the following sentence at the end thereof:

3

Notwithstanding the foregoing sentence, until the Termination Date (as defined in the Master Agreement), there shall be no distribution of cash or property of the Partnership to any Partner except as permitted by the Loan Documents.

9.The Limited Partnership Agreement is hereby further amended by adding the following sentence at the end of Section 8:05:

Notwithstanding the foregoing provisions, in no event will the terms of clause (i) above limit the power and authority of the General Partners to encumber any part of the Partnership’s property or assets in accordance with Section 8.05(a) hereof, including, without limitation, the power and authority to enter into the Mortgage and other Security Documents (each as defined in the Master Agreement).

10.The Limited Partnership Agreement is hereby further amended by adding new Sections 8.07, 8.08, 8.09, 8.10 and 8.11 to read as follows:

8.07.Financing of the Project. Notwithstanding any other provision of this Agreement, each of the General Partners is hereby authorized to execute and deliver, on behalf of the Partnership, the Master Agreement, together with the other Loan Documents referred to therein, in substantially the forms presented to the Partnership, with such changes as such General Partner in its sole discretion may deem necessary or appropriate. Each General Partner is further authorized to execute and deliver on behalf of the Partnership such other documents and agreements, including, without limitation, notices of borrowing, as such General Partner in its sole discretion may deem necessary or appropriate to complete the development, financing, construction, start-up and operation of the Project. Execution and delivery of any such document by one of both General Partners shall be sufficient to constitute such document the valid and binding obligation of the Partnership.

8.08.Management of Construction. Subject to the limitations hereinafter set forth, the parties hereby appoint NDP to act on behalf of the Partnership, from the closing of the Construction Loan until the completion of construction of the Project in all matters relating to the procurement and construction

4

of the Project; provided, however, that NDP shall not take any action or execute any agreement or commitment which would require or result in the Partnership’s payment of any sum exceeding the amount provided therefor in the construction budget by more the $25,000 until NDP has obtained the approval of the Management Committee for such action, agreement, or commitment. As compensation for managing the construction of the Project, the Partnership shall pay to NDP a fixed construction management fee equal to $900,000, to be paid in 18 monthly installments of $50,000 each, commencing on the last business day of the month during which closing of the Construction Loan occurs, provided that if construction of the Project is completed in less than 18 months, the then-remaining balance of the construction management fee shall be paid to NDP upon the closing of the Term Loan and provided further that if construction of the Project is not completed within 18 months, NDP shall not be paid any further construction management fee after such 18-month period.

8.09.Operational Management Agreement. PAS, as agent on behalf of the Partnership, and NDP on its own behalf, shall proceed diligently and in good faith to negotiate, draft and cause to be executed an agreement providing for the management by NDP or an Affiliate of NDP (the “Operational Manager”) of the operation of the Project. The Management committee shall establish and approve annually a budget for the functions to be performed by the Operational Manager. Such agreement shall be assignable by the Operational Manager only to PAS or an Affiliate of PAS, shall be terminable by the Partnership only for cause, and shall provide for force majeure events and conditions. Such agreement shall contain such other terms and provisions as are usual and customary in similar agreements under similar circumstances. The Partnership shall reimburse the Operational Manager for expenses incurred in managing the operation of the Project, which reimbursement shall be equal to 100% of the Operational Manager’s actual out-of-pocket expenses plus 150% of the Operational Manager’s actual labor costs. For the purpose of computing actual labor cost, each officer or employee of the Operational Manager shall prepare a time sheet twice per month and shall account for his or her time spent on the management of the Project.

5

8.10.Administrative Management Agreement. NDP, as agent on behalf of the Partnership, shall proceed diligently and in good faith to negotiate, draft and cause to be executed an agreement providing for the management by Peoples Cogeneration Company or an Affiliate of Peoples Cogeneration Company (the “Administrative Manager”) of the business of the Partnership (to include without limitation the financial management and administrative functions of the Partnership, including the maintenance of the books and records of the Partnership, the collection and disbursement of Partnership funds, and the filing of tax returns). The Management Committee shall establish and approve annually a budget for the functions to be performed by the Administrative Manager. Such agreement shall be assignable by the Administrative Manager only to NDP or an Affiliate of NDP, shall be terminable by the Partnership only for cause, and shall provide for force majeure events and conditions. Such agreement shall contain such other terms and provisions as are usual and customary in similar agreements under similar circumstances, and shall provide that the Partnership shall reimburse the Administrative Manager for expenses incurred in managing the financial and administrative functions of the Partnership, which reimbursement shall be equal to 100% of the Administrative Manager’s actual out of pocket expenses plus 150% of the Administrative Manager’s actual labor costs. For the purpose of computing actual labor cost, each officer or employee of the Administrative Manager shall prepare a time sheet twice per month and shall account for his or her time spent on the management of the Project and the Partnership.

8.11.At closing of the Construction Loan (1) the Partnership shall pay to Peoples Cogeneration Company a development fee equal to $1,250,000 and (2) the Partnership shall pay to NDP a development fee equal to $1,250,000, the latter amount being in satisfaction and in lieu of any reimbursement to NDP for costs incurred in connection with the financing of the Project.

11.Section 12.01 is hereby amended by inserting the words “Subject to the terms and conditions set forth in the Partnership Interest Security Agreements and in the ownership Maintenance Agreements (each as defined in the Master Agreement),” at the beginning of the Section, and by adding the following at the end of such Section:

6

notwithstanding any other provision of this Agreement, each of the Partners is authorized to execute and deliver the Partnership Interest Security Agreement with respect to such Partner.

12.Section 13.01 is hereby amended by inserting the words “only after the Termination Date (as defined in the Master Agreement),” at the beginning of clauses (b), (c), (d), (f) and (g) of such Section 13.01.

13.Sections 17.01(a) and 17.01(b) are hereby amended by inserting the words “Subject to the terms and conditions set forth in the Partnership Interest Security Agreements (as defined in the Master Agreement),” at the beginning of each clause.

14.The Limited Partnership Agreement is hereby further amended by adding a new Exhibit A to read as follows:

Exhibit A

Partnership Interests

The respective Partnership Interests of the Partners are as follows:

PAS as General Partner	1	%
PAS as Limited Partner	49	%
NDP as General Partner	1	%
DIL as Limited Partner	49	%

15.Except as modified by this Amendment, the Limited Partnership Agreement shall continue in full force and effect.

16.This Amendment may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute one and the same instrument.

7

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

	GENERAL PARTNERS
WITNESS:	NCP DADE POWER INCORPORATED
/s/ Xerxes Sarkary	BY:	/s/ Kenneth M. Ross
Xerxes Sarkary		Kenneth M. Ross, its
		Vice-President
WITNESS:	PAS POWER CO.
/s/ Xerxes Sarkary	BY:	/s/ E. Elliott White
Xerxes Sarkary		E. Elliott White, its
		Executive Vice-President
	LIMITED PARTNERS
WITNESS:	DADE INVESTMENT, L.P.
	By:	NCP DADE POWER INCORPORATED
		its General Partner
/s/ Xerxes Sarkary	BY:	/s/ Kenneth M. Ross
Xerxes Sarkary		Kenneth M. Ross, its
		Vice-President
WITNESS:	PAS POWER CO.
/s/ Xerxes Sarkary	BY:	/s/ E. Elliott White
Xerxes Sarkary		E. Elliott White, its
		Executive Vice-President

8

EX-3.106

Exhibit 3.106

SECOND AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP

OF PASCO COGEN, LTD.

This Second Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. (this “Second Amendment”) is made and entered into as of the 15th day of October, 1992, by and among PAS POWER CO., a Florida corporation, with its principal office located at 220 East Madison Street, Tampa, Florida 33602 (“PAS”) and NCP DADE POWER INCORPORATED, a Delaware corporation, with its principal office located at 1100 Town & Country Road, Suite 800, Orange, CA 92668 (“NDP”) as the General Partners, and DADE INVESTMENT, L.P., a Delaware limited partnership (“DIL”) and PAS as the Limited Partners. The parties hereto are sometimes referred to herein individually as “Partner” and collectively as “Partners”).

WITNESSETH:

WHEREAS, the Certificate of Limited Partnership of Pasco Cogen, Ltd. (the “Partnership”) was recorded with the Secretary of State of the State of Florida on March 13, 1991;

WHEREAS, the Partners executed an Agreement of Limited Partnership of Pasco Cogen, Ltd. as of August 28, 1991 (the “LP Agreement”);

WHEREAS, the Partners entered into a First Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. dated as of January 15, 1992 (the “First Amendment”) (the LP Agreement as amended by the First Amendment being referred to hereinafter as the “Agreement”); and

WHEREAS, the Partners wish to amend the Agreement to incorporate certain arrangements that were made by the Partners in connection with the closing of the Construction Loan.

NOW, THEREFORE, in light of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1

1.Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.

2.A new Section 1.60. is hereby added to the Agreement to read as follows:

SECTION 1.60.“Loan Documents” shall have the meaning assigned to such term in the Master Agreement.

3.A new Section 1.61. is hereby added to the Agreement to read as follows:

SECTION 1.61.“Termination Date” shall have the meaning assigned to such term in the Master Agreement.

4.A new SECTION 7.04. is hereby added to the Agreement to read as follows:

SECTION 7.04.Repayment of Subordinated Chiller Advances. If PAS or Lykes Energy, Inc. (“LEI”) makes Subordinated Chiller Advances pursuant to the Equity Infusion Agreement entered into by Pas in its capacity as a General Partner of the Partnership to pay for the cost of purchasing and installing the System as defined in Section 2.5(a) of the Thermal Energy Purchase and Sale Agreement dated as of August 21, 1991, between Lykes Pasco, Inc. and the Partnership, as amended by Amendment No. l dated as of January 15, 1992 (the “Thermal Sales Agreement”), then the Partnership shall repay such advances, together with interest due thereon as provided for in Section 5.2(c) hereof (but only out of the funds, if any, that are available to the Partnership for such purpose in accordance with the provisions of Section 2.5(d) of the Thermal Sales Agreement). Payments with respect to Subordinated Chiller Advances (and any interest thereon) shall be paid directly to PAS or, if requested by PAS, to LEI. Notwithstanding the foregoing, until the Termination Date, all payments hereunder may only be made in accordance with, and to the extent permitted by, the terms of the Loan Documents.

2

5.A new SECTION 7.05. is hereby added to the Agreement to read as follows:

SECTION 7.05.Repayment of Subordinated MEGA-NOPR Advances. If NDP or North Canadian Oils Limited (“NCO”) makes Subordinated MEGA-NOPR Advances pursuant to the Equity Infusion Agreement entered into by NDP, then the Partnership shall repay such advances together with any interest due thereon as provided for in Section 5.02.(c) hereof from the Net Cash Flow of the Partnership. Payments with respect to Subordinated MEGA-NOPR Advances (and any interest thereon) shall be paid directly to NDP or, if requested by NDP, to NCO. Notwithstanding the foregoing, until the Termination Date, all payments hereunder may only be made in accordance with, and to the extent permitted by, the terms of the Loan Documents.

6.A new SECTION 7.06. is hereby added to the Agreement to read as follows:

SECTION 7.06.Repayment of Certain Environmental Indemnification Claims. If PAS or LEI is required to indemnify or reimburse Lykes Pasco, Inc. for any payments made by Lykes Pasco, Inc. in respect of any environmental indemnification obligations imposed on Lykes Pasco, Inc. pursuant to the Site Lease dated as of August 21, 1991, between Lykes Pasco, Inc. and the Partnership, as amended by the First Amendment to Site Lease dated as of January 15, 1992 (the “Site Lease”) (it having been agreed that the Partnership (and not PAS or LEI) is responsible for (i) the cost of any remediation work identified in the Phase I, II and III environmental reports dated December, 1991, prepared by KBN Engineering and Applied Sciences, Inc. and (ii) the cost of any environmental problems caused by the Partnership in constructing, operating and maintaining the Facility) , then the Partnership shall repay the full amount of such reimbursement (together with any interest due thereon as provided for in this Section 7.06.) from the Net Cash Flow of the Partnership. Such repayment shall be paid directly to PAS or, if requested by PAS, to LEI. To the extent that the Partnership has not paid any amount due hereunder when such obligation is incurred, then interest shall accrue on the unpaid portion of such outstanding amount until paid at the rate of interest provided for in Section

3

5.02.(c) hereof. Notwithstanding the foregoing, until the Termination Date, all payments hereunder may only be made in accordance with, and to the extent permitted by, the terms of the Loan Documents. Notwithstanding the fact that reimbursements under this Section 7.06 are paid out of Net Cash Flow, such reimbursements shall, as between the Partners, be treated as a Partnership expense (or the repayment of an advance if such amount has been expensed previously by the Partnership) and shall not be treated as a special allocation of income to Pas.

7.A new Section 7.07. is hereby added to the Agreement to read as follows:

SECTION 7.07.Payment of Certain Distributions to NDP or to Escrow Account. Notwithstanding any provision in this Agreement to the contrary, if the NDP Obligation (as defined in Exhibit B attached hereto) is not eliminated as provided in such Exhibit B, then the Management Committee shall withhold all or a portion of the Net Cash Flow that would otherwise be distributed to PAS pursuant to Section 7.01. hereof and instead distribute such Net Cash Flow to NDP or deposit such Net Cash Flow into an escrow account in accordance with the provisions of Exhibit B attached hereto. Any distribution to NDP pursuant to this Section 7.07. shall be treated as and considered a payment by PAS from its share of Net Cash Flow of an obligation of PAS to NDP, which obligation only arises under the circumstances set forth in Exhibit B attached hereto and is only payable as provided in such Exhibit B. Notwithstanding the foregoing, until the Termination Date, all distributions hereunder may only be made in accordance with, and to the extent permitted by, the terms of the Loan Documents.

8.A new SECTION 7.08. is hereby added to the Agreement to read as follows:

SECTION 7.08.Priority of Allocation of Net Cash Flow for Making Certain Payments and Other Distributions. The Net Cash Flow of the Partnership and the funds available to the Partnership pursuant to Section 2.5(d) of the Thermal Sales Agreement shall be distributed in accordance with the following rules. The repayment of Subordinated Chiller Advances (and any interest due thereon) as provided for in Section 7.04. hereof may

4

only be made from the funds, if any, that are available to the Partnership for such purpose in accordance with the provisions of Section 2.5(d) of the Thermal Sales Agreement and 100 percent of such available funds shall only be used to pay for any such outstanding Subordinated Chiller Advances (and any interest due thereon). All Net Cash Flow of the Partnership available for distributions shall first be used to repay the advances and any interest due thereon pursuant to the provisions of Sections 7.05. and 7.06. hereof. If the Net Cash Flow available for distribution is not sufficient to pay the full amount due pursuant to Sections 7.05. and 7.06. hereof, then the Management Committee shall allocate the Net Cash Flow available for distribution to each such payment in the same proportion that the amount due under each such Section bears to the total amount due under both such Sections. All other Net Cash Flow available for distribution shall be distributed in accordance with Section 7.01. hereof; subject, however, to the reallocation of distributions to be made to PAS as provided for in Section 7.07. hereof.

9.A new Section 7.09. is hereby added to the Agreement to read as follows:

SECTION 7.09.Partnership Not Responsible For Determining Amounts, Etc. Notwithstanding any provision in this Agreement to the contrary, the Management Committee shall make the determination, and shall instruct the Partnership in writing, as to the proper amounts payable to the Partners pursuant to the provisions of Sections 7.04., 7.05., 7.06. and 7.07. hereof. The Partnership’s sole responsibility with respect to such distributions and payments shall be to make such payments in the amounts so specified by the Management Committee, but only if and to the extent such distributions and payments are permitted pursuant to the terms of the Loan Documents. The Partners agree that the Partnership shall not be liable to any Partner for any underpayment or overpayment of any such amounts if the Partnership makes such distributions and payments as directed by the Management Committee. If there is any dispute among the Partners with respect to such distributions and payments, such dispute shall be resolved solely among the Partners and without any claim or recourse against the Partnership (any such claim or recourse being hereby expressly waived by the Partners).

5

10.The Agreement is hereby further amended by adding a new Exhibit B, which Exhibit B is attached hereto.

11.Except as modified by this Second Amendment, the Agreement shall continue in full force and effect.

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

		GENERAL PARTNERS
		NCP DADE POWER INCORPORATED
WITNESS:
/s/ Robert Logan		By:	/s/ Kenneth M. Ross
Name:	Robert Logan		Kenneth M. Ross
			Vice President
WITNESS:
/s/ Helen Torson
Name:	Helen Torson
			PAS POWER CO.
WITNESS:
/s/ Elaine Chilch		By:	/s/ E. Elliott White
Name:	Elaine Chilch		E. Elliott White
			Executive Vice President
WITNESS:
/s/ Mirta Button
Name:	Mirta Button

6

		LIMITED PARTNERS
		DADE INVESTMENT, L.P.
		By:	NCP DADE POWER INCORPORATED
			its General Partner
WITNESS:
/s/ Robert Logan		By:	/s/ Kenneth M. Ross
Name:	Robert Logan		Kenneth M. Ross
			Vice President
WITNESS:
/s/ Helen Torson
Name:	Helen Torson
			PAS POWER CO.
WITNESS:
/s/ Elaine Chilch		By:	/s/ E. Elliott White
Name:	Elaine Chilch		E. Elliott White
			Executive Vice President
WITNESS:
/s/ Mirta Button
Name:	Mirta Button

7

Exhibit B - Backstop Arrangement

Section 1.Definitions. All capitalized terms not defined in this Exhibit B shall have the meaning assigned to such terms either in the Agreement of Limited Partnership of Pasco Cogen, Ltd., as amended (the “Agreement”) or the Equity Infusion and Undertaking Agreement, dated as of January 15, 1992 (the “NDP Equity Infusion Agreement”), by and among NDP, the Partnership and Bankers Trust Company, as collateral agent for the Secured Parties (as defined in the Master Agreement). The term “Annual Payment” shall have the meaning given to such term in Section 3.d of this Exhibit B. The term “NDP Obligation” shall mean the obligation of NDP to make subordinated advances to, or on behalf of, the Partnership pursuant to the provisions of Section 2.2 of the NDP Equity Infusion Agreement. The terms “Collateral Agent,” “Conversion Date,” “Loan Documents,” “MEGA-NOPR Account,” “PGS Capacity Agreement” and “Termination Date” shall have the respective meanings given to such terms in the Master Agreement.

Section 2.Termination. If Peoples Gas System, Inc., a Florida corporation (“PGS”), is successful in putting one or more alternate arrangements in place which result in the achievement of the Backstop Elimination Date at least sixty (60) days prior to the Conversion Date, then this Exhibit B will cease to be of force and effect. The date that is sixty (60) days prior to the Conversion Date is referred to hereinafter as the “Annual Payment Elimination Date.”

Section 3.Obligation to Make Annual Payment. If PGS is not successful in putting one or more alternate arrangements in place which result in the achievement of the Backstop Elimination Date on or before the Annual Payment Elimination Date, then the Management Committee shall withhold all or a portion of the distributions that would otherwise be made to PAS in accordance with the following:

a.If neither portion of the NDP Obligation has been terminated in accordance with the provisions of Section 2.2(e) of the NDP Equity Infusion Agreement, then NDP shall be paid each year an amount equal to the amount of the Annual Payment; provided, however, that if all or a portion of such Annual Payment cannot be distributed to NDP either because (i) the Partnership does not have sufficient funds available or (ii) the restrictions in the Loan Documents preclude the distribution of such otherwise available funds, then the Annual Payment (or such portion thereof as cannot be so distributed) shall be accrued.

1

b.If, as of the Annual Payment Elimination Date, (i) the portion of the NDP Obligation resulting from the issuance of a Gas Title Order has been terminated in accordance with the provisions of Section 2.2(e) of the NDP Equity Infusion Agreement, but (ii) the portion of the NDP Obligation resulting from the issuance of a Buy-Sell Order has not been terminated, then the Annual Payment shall, as further provided in this Subsection b., either (x) be paid to NDP (or accrued for its benefit) or (y) be deposited (or accrued for deposit) into an escrow account (the “Escrow”) established at a bank selected by the Management Committee:

(i)Until the issuance of either (A) an order, ruling or decision by the FERC that results in the termination of the portion of the NDP Obligation resulting from the issuance of a Buy-Sell Order (a “Termination Order”) or (B) a Buy-Sell Order, the Annual Payment shall be deposited into the Escrow (or accrued for deposit into the Escrow).

(ii)If a Termination Order is issued, then no Annual Payment shall thereafter be required to be made or accrued.

(iii)If a Buy-Sell Order is issued, then the Annual Payment shall be required to be made to, or accrued for the benefit of, NDP.

(iv)Upon the issuance of a Termination Order, any funds on deposit in the Escrow shall be distributed to PAS. Upon the issuance of a Buy-Sell Order, any funds on deposit in the Escrow shall be distributed to NDP.

c.If, as of the Annual Payment Elimination Date, the portion of the NDP Obligation resulting from the issuance of a Buy-Sell Order has been terminated, but the portion of the NDP Obligation resulting from the issuance of a Gas Title Order has not been terminated, then the Annual Payment shall be paid to NDP or accrued for its benefit.

d.The “Annual Payment” shall be Three Hundred Fifty Thousand Dollars ($350,000) in 1993, subject to escalation as provided for herein. If the Conversion Date occurs after January 1, 1993, the Annual Payment for such year shall be equal to Three Hundred Fifty Thousand Dollars ($350,000) multiplied by a fraction, the numerator of which is the number of days remaining in such year after the Conversion Date and the denominator of which is 365. Beginning on January 1, 1994, and each January 1st thereafter, the amount of the Annual Payment will be escalated in

2

accordance with the “Average PGS WACOG Index.” The “Average PGS WACOG Index” shall be determined by dividing the average price that PGS charged or would have charged the Partnership for gas delivered to the burner tip of the Project in a given year by the average price that PGS charged or would have charged the Partnership for gas delivered to the burner tip of the Project in the prior year; provided, however, that if the numerator is less than the denominator, there will not be any adjustment to the Annual Payment for such year.

e.The Annual Payment (including any accrued but unpaid Annual Payments and any interest due thereon as provided for in this Section 3.e.) shall only be payable to NDP out of the distributions of Net Cash Flow that would otherwise have been made to PAS by the Partnership. The first dollars of Net Cash Flow that otherwise would have been distributed by the Partnership to PAS in any year in an amount equal to the sum of: (i) the Annual Payment, if any, due for such year; (ii) the accrued Annual Payment(s), if any, due for prior years; and (iii) any interest due on any accrued amounts as provided for in this Section 3.e., shall instead be distributed by the Partnership to NDP. Such distributions to NDP shall be treated for all purposes as if such distributions were first made by the Partnership to PAS and then paid by PAS to NDP. Any distributions made to PAS by the Partnership that should have been made to NDP pursuant to the provisions of this Exhibit B shall be held in trust by PAS for the benefit of NDP and shall be paid to NDP as soon as practicable. If all or a portion of any Annual Payment is accrued because the restrictions in the Term Loan preclude the distribution of such funds to the Partners, the funds held in the account(s) set up by the Collateral Agent that would otherwise have been available for distribution to NDP, instead of PAS, as provided for herein will be distributed to NDP as soon as available under the terms of the Term Loan and no interest shall be due with respect to the amount that is accrued. If all or a portion of any Annual Payment is accrued in a given year because the Partnership did not generate sufficient cash flow from its operations to make the Annual Payment in such year, then interest shall accrue on the unpaid portion of such Annual Payment, until paid, at the effective rate of interest on the Institutional Notes pursuant to Commitment A.

f.If PGS is successful in putting one or more alternate arrangements in place which results in the achievement of the Backstop Elimination Date at any time after the Annual Payment Elimination Date, then the amount of each Annual Payment due to NDP thereafter, if any, shall be reduced to one-half of the amount that would otherwise have been due pursuant to the provisions of Section 3.d. hereof.

3

g.Notwithstanding anything contained in this Exhibit B to the contrary, no Annual Payment shall be accrued or payable to NDP with regard to any calendar year (or portion thereof) which occurs after the Termination Date. If the Termination Date occurs after the first of January, the Annual Payment for such partial year shall be equal to the Annual Payment that would have been due for such year multiplied by a fraction, the numerator of which is the number of days that have passed in such year prior to the Termination Date and the denominator of which is 365. Notwithstanding the foregoing, all Annual Payments which have been accrued through the Termination Date, together with the interest due thereon as provided in this Exhibit B, shall remain due and payable after such date and shall continue to accrue interest as provided in this Exhibit B until all such obligations have been fully satisfied.

Section 4.Excess Funds in MEGA-NOPR Account. Any funds remaining in the MEGA-NOPR Account (as defined in the Master Agreement) that are to be refunded pursuant to the provisions of the Term Loan shall be paid to NDP as a repayment of a Subordinated MEGA-NOPR Advance.

4

EX-3.107

Exhibit 3.107

THIRD AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP

OF PASCO COGEN, LTD.

This Third Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. (this “Third Amendment”) is made and entered into as of the 15th day of July, 1993, by and among PAS POWER CO., a Florida corporation, with its principal office located at 220 East Madison Street, Tampa, Florida 33602 (“PAS”) and NCP DADE POWER INCORPORATED, a Delaware corporation, with its principal office located at 1551 North Tustin Avenue, Suite 900, Santa Ana, CA 92701 (“NDP”) as the General Partners, and DADE INVESTMENT, L.P., a Delaware limited partnership (“DIL”) and PAS as the Limited Partners. The parties hereto are sometimes referred to herein individually as “Partner” and collectively as “Partners”).

WITNESSETH:

WHEREAS, the Partners executed an Agreement of Limited Partnership of Pasco Cogen, Ltd. (the “Partnership”) as of August 28, 1991 (the “LP Agreement”);

WHEREAS, the Partners entered into a First Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. dated as of January 15, 1992 (the “First Amendment”) and a Second Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. dated as of October 15, 1992 (the “Second Amendment”) (the LP Agreement as amended by the First Amendment and the Second Amendment being referred to hereinafter as the “Agreement”); and

WHEREAS, the Partners wish to amend the Agreement to allocate specific management tasks to each of the general partners of the Partnership during the period that the Partnership’s cogeneration facility is operating and to establish a fixed level of compensation for the performance of such tasks by each such general partner.

NOW, THEREFORE, in light of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1

1.Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.

2.All references in the Agreement to the provisions of the Development and Operational Agreement shall be of no further force or effect.

3.A new SECTION 1.62 is hereby added to the Agreement to read as follows:

“SECTION 1.62. “Agent” shall mean The Prudential Insurance Company of America, in its capacity as the agent for the institutional lenders and the bank lenders that are or may become a party to the Master Agreement and any of its successors in such capacity.”

4.A new SECTION 1.63 is hereby added to the Agreement to read as follows:

“SECTION 1.63. “GNP Implicit Price Deflator” shall mean the Gross National Product Implicit Price Deflator as published from time to time in the United States Department of Commerce Bureau of Economic Analysis publication entitled “Survey of Current Business”; provided, however, that if such Gross National Product Implicit Price Deflator as published from time to time is unavailable, the GNP Implicit Price Deflator shall mean an index, reasonably selected by the Agent and approved by the Partnership, which approval shall not be unreasonably withheld or delayed, in substance similar thereto.”

5.A new SECTION 1.64 is hereby added to the Agreement to read as follows:

“SECTION 1.64. “Quarterly Dates” shall mean the last Business Day (as defined in the Master Agreement) of each March, June, September and December, the first of which shall be the first such day after the Term Loan Date.”

2

6.A new SECTION 1.65 is hereby added to the Agreement to read as follows:

“SECTION 1.65. “Disbursement Agreement” shall mean that certain Disbursement Agreement dated as of January 15, 1992 between the Partnership and Bankers Trust Company, in its capacity as Collateral Agent, as amended from time to time.”

7.SECTION 8.04 of the Agreement shall be deleted and the following shall be substituted in lieu thereof:

“SECTION 8.04 Project Management. NDP and PAS shall each manage certain of the functions and responsibilities of the Partnership as is provided in SECTIONS 8.09 and 8.10 hereof, respectively. If either NDP or PAS ceases to provide its respective management functions as provided herein, then the Management Committee shall select, from time to time, one or more Persons to provide such management functions (such Persons referred to herein individually as “Project Manager” and collectively as “Project Managers”). Each such Project Manager shall be charged with such responsibilities and shall be delegated such duties as the Management Committee may direct. The Management Committee shall, subject to the provisions of any agreement pursuant to which a Project Manager has been retained, have the power to remove, from time to time, any or all of the Project Managers, and, in the discretion of the Management Committee, select one or more replacement Project Managers.”

8.SECTION 8.09 of the Agreement shall be deleted and the following new SECTION 8.09 shall be added in lieu thereof:

“SECTION 8.09. Operational Tasks. NDP is hereby appointed to perform the operational tasks set forth on Schedule 1 attached to this Agreement, as such Schedule 1 may be amended from time to time (the “Operational Tasks”). NDP, acting in such capacity, is referred to herein as the “Operations Manager”. The Operations Manager shall perform the Operational Tasks subject to the direction and control of the Management Committee.

3

(a)The Operations Manager agrees to perform the Operational Tasks in a prudent and efficient manner and in accordance with its fiduciary duties as a General Partner. Notwithstanding any provisions of this SECTION 8.09 to the contrary, the Operations Manager shall not be entitled to make any decisions or take any actions on behalf of the Partnership that require the majority vote of the Management Committee or the Limited Partners in accordance with the terms of this Agreement or that would cause a violation of any provisions of the Loan Documents. In addition, if one or more members of the Management Committee advises the Operations Manager that any decision or action required to perform an Operational Task is to be delayed pending the prior review of, and approval by, the Management Committee, then the Operations Manager shall not make such decision or take such action until a decision is made by the Management Committee.

(b)The Operations Manager shall be responsible for all of the “Costs” that it incurs in performing the Operational Tasks and shall not be entitled to be reimbursed for any of such Costs unless the amount of such Costs is extraordinary and the reimbursement of such Costs is approved by the Management Committee. Any such extraordinary Cost reimbursement shall only be made from and to the extent of any distributions that are made to the Partnership pursuant to Section 3.5 (e) (ii) (x) (D) of the Disbursement Agreement. For purposes of this SECTION 8.09, the term “Costs” shall include labor, overhead, travel and any other direct out-of-pocket costs incurred in connection with the performance of the Operational Tasks, but shall not include any third party or out-of-pocket costs that are not incurred in connection with the performance of the Operational Tasks, including by way of example and not by way of limitation, any costs for legal and consulting advice for the Partnership, which excluded costs shall be reimbursed by the Partnership, subject, however, to the limitations contained in the Loan Documents.

(c)Except as is otherwise provided in clause (b) of this SECTION 8.09 with respect to the potential reimbursement by the Partnership of extraordinary costs incurred by the Operations Manager from and to the extent of any distributions made to the Partnership pursuant to Section 3.5 (e) (ii) (x) (D) of the Disbursement Agreement, the sole compensation to which the Operations Manager will be entitled each year for the performance of the Operational Tasks (and for the Costs incurred in the performance thereof) shall be the payment of the Fixed Annual Fee as provided in SECTION 8.12 hereof.

4

(d)           NDP shall serve as the Operations Manager for a term which shall begin on the date of the execution hereof and shall continue until the earlier to occur of: (i) the liquidation of the Partnership; (ii) the removal for cause of, or the resignation of, NDP as the Operations Manager; (iii) the receipt of written notice from the Partnership to the Operations Manager, with or without cause, if requested by the Agent, any time after an “event of default” (or any similar event, however worded) under any of the Loan Documents; and (iv) upon NDP failing to be a General Partner.”

9.SECTION 8.10 of the Agreement shall be deleted and the following new SECTION 8.10 shall be added in lieu thereof:

“SECTION 8.10. Administrative Tasks. PAS is hereby appointed to perform the administrative tasks set forth on Schedule 2 attached to this Agreement, as such Schedule 2 may be amended from time to time (the “Administrative Tasks”). PAS, acting in such capacity, is referred to herein as the “Administrative Manager”. The Administrative Manager shall perform the Administrative Tasks subject to the direction and control of the Management Committee.

(a)           The Administrative Manager agrees to perform the Administrative Tasks in a prudent and efficient manner and in accordance with its fiduciary duties as a General Partner. Notwithstanding any provisions of this SECTION 8.10 to the contrary, the Administrative Manager shall not be entitled to make any decisions or take any actions on behalf of the Partnership that require the majority vote of the Management Committee or the Limited Partners in accordance with the terms of this Agreement or that would cause a violation of any provisions of the Loan Documents. In addition, if one or more members of the Management Committee advises the Administrative Manager that any decision or action required to perform an Administrative Task is to be delayed pending the prior review of, and approval by, the Management Committee, then the Administrative Manager shall not make such decision or take such action until a decision is made by the Management Committee.

5

(b)The Administrative Manager shall be responsible for all of the “Costs” that it incurs in performing the Administrative Tasks and shall not be entitled to be reimbursed for any of such Costs unless the amount of such Costs is extraordinary and the reimbursement of such Costs is approved by the Management Committee. Any such extraordinary Cost reimbursement shall only be made from and to the extent of any distributions that are made to the Partnership pursuant to Section 3.5 (e) (ii) (x) (D) of the Disbursement Agreement. For purposes of this SECTION 8.10, the term “Costs” shall include labor, overhead, travel and any other direct out-of-pocket costs incurred in connection with the performance of the Administrative Tasks, but shall not include any third party or out-of-pocket costs that are not incurred in connection with the performance of the Administrative Tasks, including by way of example and not by way of limitation, any costs for legal, auditing and tax advice for the Partnership, which excluded costs shall be reimbursed by the Partnership, subject, however, to the limitations contained in the Loan Documents.

(c)Except as is otherwise provided in clause (b) of this SECTION 8.10 with respect to the potential reimbursement by the Partnership of extraordinary costs incurred by the Administrative Manager from and to the extent of any distributions made to the Partnership pursuant to Section 3.5 (e) (ii) (x) (D) of the Disbursement Agreement, the sole compensation to which the Administrative Manager will be entitled each year for the performance of the Administrative Tasks (and for the Costs incurred in the performance thereof) shall be the payment of the Fixed Annual Fee as provided in SECTION 8.12 hereof.

(d)PAS shall serve as the Administrative Manager for a term which shall begin on the date of the execution hereof and shall continue until the earlier to occur of: (i) the liquidation of the Partnership; (ii) the removal for cause of, or the resignation of, PAS as the Administrative Manager; (iii) the receipt of written notice from the Partnership to the Administrative Manager, with or without cause, if requested by the Agent, any time after an “event of default” (or any similar event, however worded) under any of the Loan Documents; and (iv) PAS failing to be a General Partner.”

6

10.A new SECTION 8.12 is hereby added to the Agreement to read as follows:

“SECTION 8.12. Fixed Annual Fee.

(a)During such calendar year or portion thereof as NDP serves as the Operations Manager in accordance with SECTION 8.9 hereof, NDP shall be paid the Fixed Annual Fee. During such calendar year or portion thereof as PAS serves as the Administrative Manager, PAS shall be paid the Fixed Annual Fee.

(b)As of the Term Loan Date, the amount of the Fixed Annual Fee shall be the sum of One Hundred Seventy-Five Thousand Dollars ($175,000). The Fixed Annual Fee shall be increased or decreased each January 1st following the Term Loan Date in accordance with the increase or the decrease in the GNP Implicit Price Deflator for the prior calendar year. For any partial calendar year, the Fixed Annual Fee shall be determined by multiplying the amount of the Fixed Annual Fee by a fraction, the numerator of which is the total number of days in such calendar year that the Administrative Manager or the Operations Manager, as the case may be, has performed the Administrative Tasks or the Operational Tasks hereunder and the denominator of which is 365.

(c)The Fixed Annual Fee shall be paid in four equal quarterly installments. Subject to the provisions of clauses (d) through (g) below, such installments of the Fixed Annual Fee shall be paid on each Quarterly Date.

(d)Notwithstanding anything contained herein to the contrary, for the period that begins on the Term Loan Date and ends on January 1, 1994, the payment of the Fixed Annual Fee may only be made out of funds properly in the Borrower’s Account in accordance with Section 5.03 of the Master Agreement and Section 3.5 (e) (ii) (x) of the Disbursement Agreement. Further, to the extent that any quarterly installment of the Fixed Annual Fee during any calendar year exceeds an amount equal to one half of one percent (.5%) of the gross operating revenue of the Partnership during the three (3) month period ending on the immediately preceding Quarterly Date (the “Prior Quarter”), the payment of such excess amount shall be deferred and may only be paid as provided in clauses (f) or (g) below. The amount of such unpaid excess, plus any other excess amounts that were not paid on any previous Quarterly Dates, less any payments that were made with respect to any such unpaid excess amounts is referred to herein as the “Deferred Amount.”

7

(e)Interest shall accrue on the Deferred Amount at an annual rate equal to the prime lending rate announced from time to time by Bankers Trust Company from the date such payment is due through the date of payment. Any such interest outstanding is referred to herein as the “Deferred Amount Interest.”

(f)Except as otherwise provided in clause (g) below, the payment of any Deferred Amount and any Deferred Amount Interest may only be made out of funds that are properly in the Borrower’s Account in accordance with Section 5.03 of the Master Agreement and Section 3.5 (e) (ii) (x) of the Disbursement Agreement.

(g)If, on a Quarterly Date, the amount that is equal to one half of one percent (.5%) of the gross operating revenue of the Partnership during the Prior Quarter exceeds the amount of the Fixed Annual Fee due on such Quarterly Date (the “Positive Excess”), the Operations Manager and the Administrative Manager shall each be paid their respective Deferred Amount but only up to the amount of the Positive Excess.

11.Except as modified by this Third Amendment, the Agreement shall continue in full force and effect.

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

	GENERAL PARTNERS
	NCP DADE POWER INCORPORATED
WITNESS:
/s/ Roger R. DeVito	By:	/s/ Donald D. McKechnie
Name: Roger R. DeVito		Donald D. McKechnie
		President
WITNESS:
/s/ Alan Brent
Name: Alan Brent

	PAS POWER CO.
WITNESS:
/s/ Roger R. DeVito	By:	/s/ E. Elliott White
Name: Roger R. DeVito		E. Elliott White
		Executive Vice President
WITNESS:
/s/ Alan Brent
Name: Alan Brent
	LIMITED PARTNERS
	DADE INVESTMENT, L.P.
	BY:	NCP DADE POWER INCORPORATED
		its General Partner
WITNESS:
/s/ Roger R. DeVito	By:	/s/ Donald D. McKechnie
Name: Roger R. DeVito		Donald D. McKechnie
		President
WITNESS:
/s/ Alan Brent
Name: Alan Brent
	PAS POWER CO.
WITNESS:
/s/ Roger R. DeVito	By:	/s/ E. Elliott White
Name: Roger R. DeVito		E. Elliott White
		Executive Vice President
WITNESS:
/s/ Alan Brent
Name: Alan Brent

SCHEDULE 1 - OPERATIONAL TASKS

1.Plant budget compilation.

2.Plant improvements sensitivity analysis.

3.Field oversight.

4.Close-out of the EPC Contract.

5.Warranty administration.

6.Weekly operational reports.

7.Monthly operations and maintenance reports.

8.Interface with manufacturers.

9.Compliance with FERC requirements, including the filing of all necessary reports.

10.Permit compliance.

11.Technical interface with Florida Power Corporation.

12.Interface with the Independent Engineer.

13.Spare parts inventory control.

14.Oversight of Stewart & Stevenson Operations Inc.

15.Schedule major overhauls and repairs.

SCHEDULE 2 - ADMINISTRATIVE TASKS

1.Operating Budget compilation.

2.Invoice processing.

3.Accounting and cost reporting.

4.Financial analysis and reporting.

5.Billing and tracking for Florida Power Corporation.

6.Insurance Administration.

7.County, state and Federal tax reports and tax returns.

8.Partnership books and records.

9.Compliance with all reporting and other requirements under the project documents, including all of the documentation required under the Disbursement Agreement for the disbursement of funds.

10.Oversight of gas nominations and imbalance tracking.

11.Steam invoices and reconciliations.

12.Tracking of Florida Public Service Commission.

13.Tracking of FERC developments.

14.Interface with Lykes Pasco, Inc.

15.Local community interface and public relations.

16.Interface with The Prudential Insurance Company of America.

EX-3.108

Exhibit 3.108

FOURTH AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP

OF PASCO COGEN, LTD.

This Fourth Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. (“Fourth Amendment”) , dated as of June 13, 1994 (the “Amendment Date”), by and among PAS POWER CO., a Florida corporation (“PAS”), NCP DADE POWER INCORPORATED, a Delaware corporation (“NDP”) , DADE INVESTMENT, L.P., a Delaware limited partnership (“DIL”) and PASCO INTEREST HOLDINGS INC., a Delaware corporation (“PIHI”) .

WITNESSETH:

WHEREAS, PAS, NDP and DIL entered into an Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of August 28, 1991 (the “LP Agreement”), as amended by (i) the First Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of January 15, 1992; (ii) the Second Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of October 15, 1992, and (iii) the Third Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of July 15, 1993 (the LP Agreement, as so amended, the “Partnership Agreement”);

WHEREAS, Pasco Cogen, Ltd., a Florida limited partnership (the “Partnership”), was formed on March 13, 1991 and the formation thereof was ratified by PAS, NDP and DIL under the Partnership Agreement;

WHEREAS, PAS, NDP and DIL desire to admit PIHI, and PIHI desires to be admitted, as a limited partner in the Partnership; and

WHEREAS, the parties hereto desire to amend the Partnership Agreement as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.References herein to Articles, Sections and Exhibits are to the Articles, Sections and Exhibits of the Partnership Agreement.

2.Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Partnership Agreement.

3.PIHI is hereby admitted as a limited partner to the Partnership.

4.PAS, NDP and DIL hereby acknowledge that DIL has transferred to PIHI, as of the date hereof, the following interests in the Partnership:

(i)a .10% Partnership Interest to be held by PIHI as a Limited Partner (the “Florida QF Interest”); and

2

(ii)a 3.05% Partnership Interest to be held by PIHI as a Limited Partner (the “Federal QF Interest”).

5.PAS and NDP, as General Partners, hereby consent to the foregoing transfers of the Florida QF Interest and the Federal QF Interest from DIL to PIHI, and to the admission of PIHI as a limited partner to the Partnership.

6.The following shall be added to the Partnership Agreement as Section 5.10:

Section 5.10.  True-Up Payment.

(a)Upon the (i) the dissolution of the Partnership, and (ii) each sale, assignment or other transfer, directly or indirectly, of all or any part of the Partnership Interests held by NDP and DIL to a Person or Persons other than Affiliates of NDP or DIL (each a “True-Up Date”), NDP and DIL shall jointly pay to the other Partners (each, a “True-Up Payment”) an amount equal to 50% of the amount, if any, by which the present value, as of the Amendment Date, calculated using a reasonable discount rate, of the economic benefits included in the “stream of benefits”, as such term is used and defined by the Federal Energy Regulatory Commission (“Commission”) in connection with determining the equity interest in a qualifying cogeneration facility held by a person primarily engaged in the generation or sale of electricity under Section 292.206 of the Commission’s regulations implementing the Public Utility Regulatory Policies Act of 1978, as amended, received by NDP and DIL from the Partnership from the Amendment Date through and including the respective True-Up Date, exceeds 50% of such present value of the total “stream of benefits” from the Partnership from the Amendment Date through and including such True-Up Date.

(b)True-up Payments shall be divided proportionately among the Partners receiving them in accordance with their relative Partnership Interests.

(c)The obligations, if any, to make True-Up Payments shall automatically terminate and shall be of no further force or effect without any further action being taken by the Partnership or the Partners, other than confirmation that the order referred to below is acceptable, in form and substance, to PAS and the Agent, upon the receipt by

3

the Partnership of an order issued by the Commission or its staff by delegated authority in which the Commission finds or confirms that, based on the Partnership’s reasonable projections of distributions of cash and allocations of profits, losses and deductions to be made after the Amendment Date to the Partners, fees to be paid to the Partners after the Amendment Date and the fair market price of the services to be provided for such fees, at no time between the Amendment Date and the expiration of the Partnership’s contract with Florida Power Corporation for the sale of electricity generated by the Project will NDP and DIL have received, collectively and cumulatively, more than 50% of the Project’s “stream of benefits”.

7.Section 7.01(a) of the Partnership Agreement is hereby amended to read in its entirety as follows:

“(a)Net Cash Flow, if any, shall be distributed to the Partners under the terms of Section 7.01(b), in proportion to their Interests in the Partnership, provided however, that any such distributions to be made on or before March 31, 1995 in respect of any Interest, or part thereof, held by Pasco Interest Holdings Inc. on the date when such distribution would otherwise be made shall be withheld by the Partnership until the earlier of (i) March 31, 1995, or (ii) the transfer by PIHI of such Interest, or part thereof, and shall be made promptly thereafter to the holder of such Interest, or part thereof, on the date when such distribution is made.

8.Section 14.01(e) of the Partnership Agreement is hereby amended to read in its entirety as follows:

“(e)Neither NDP nor any of its Affiliates:

(i)will acquire any interest in other entities which would cause the Partnership to exceed the FERC Ownership Criteria or otherwise cause the Project to lose its QF status; or

(ii)will transfer any of their Interests in the Partnership in a manner which would cause the Project to lose its QF status.”

9.Exhibit A to the Partnership Agreement is hereby amended to read in its entirety as follows:

4

“Exhibit A

Partnership Interests

The respective Partnership Interests

of the Partners are as follows:

PAS as General Partner	1	%
PAS as Limited Partner	49	%
NDP as General Partner	1	%
DIL as Limited Partner	45.85	%
PIHI as Limited Partner	3.15	%

10.Except as amended hereby, the Partnership Agreement shall continue in full force and effect.

5

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by the undersigned thereto duly authorized.

GENERAL PARTNERS
NCP DADE POWER INCORPORATED
By:	/s/ Donald McKechnie
	Name:
	Title:
LIMITED PARTNERS
DADE INVESTMENT, L.P.
By: NCP Dade Power Incorporated, General Partner
By:	/s/ Donald McKechnie
	Name:
	Title:
PAS POWER CO.
By:	/s/ Jack E. Uhl
	Name: Jack E Uhl
	Title: Treasurer
SUBSTITUTED LIMITED PARTNER
PASCO INTEREST HOLDINGS INC.
By:	/s/ Donald McKechnie
	Name:
	Title:

6

EX-3.109

Exhibit 3.109

FIFTH AMENDMENT TO AGREEMENT OF
LIMITED PARTNERSHIP OF PASCO COGEN, LTD.

This Fifth Amendment (“Fifth Amendment”) to Agreement of Limited Partnership of Pasco Cogen, Ltd. (the “Partnership”), dated as of June 10, 1997, by and among NCP Dade Power Incorporated, a Delaware corporation (“NDP”), and Pasco Project Investment Partnership, Ltd., a Florida limited partnership (“PPIP”), as the General Partners, and Dade Investment, L.P., a Delaware limited partnership (“DIL”), Pas Power Co., a Florida corporation (“PAS”), and DCC Project Finance Ten, Inc., a Delaware corporation (“DCCP”), as amended from time to time to reflect the addition of new Limited Partners, as a majority in interest of the Limited Partners.

W I T N E S S E T H :

Whereas, PAS, NDP and DIL entered into an Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of August 28, 1991 (the “LP Agreement”), as amended by (i) the First Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of January 15, 1992; (ii) the Second Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of October 15. 1992; (iii) the Third Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of July 15, 1993; and (iv) the Fourth Amendment to Agreement of Limited Partnership of Pasco Cogen. Ltd., dated as of June 13, 1994, pursuant to which PIHI was admitted as a Limited Partner of the Partnership (the LP Agreement, as so amended, the “Partnership Agreement”);

WHEREAS, pursuant to the Purchase and Sale Agreement, dated June 10, 1997, by and among PAS, DCCP and PPIP (the “Purchase and Sale Agreement”) executed simultaneously herewith, DCCP has purchased a 48.96% Limited Partner interest, and PPIP has purchased a 1.0% General Partner interest, in the Partnership from PAS;

WHEREAS, the General Partners and a majority in interest of the Limited Partners desire to admit DCCP, and DCCP desires to be admitted, as a Limited Partner in the Partnership;

WHEREAS, the General Partners and a majority in interest of the Limited Partners desire to admit PPIP, and PPIP desires to be admitted, as a General Partner in the Partnership;

WHEREAS, the General Partners and a majority in interest of the Limited Partners desire to amend the Partnership Agreement as set forth herein in accordance with the provisions of Section 17.01 of the Partnership Agreement; and

WHEREAS, PAS desires to withdraw as a General Partner;

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

2

1.DCCP is hereby admitted as a Limited Partner of the Partnership.

2.PPIP is hereby admitted as a General Partner of the Partnership and PAS hereby withdraws as a General Partner.

3.The General Partners and a majority in interest of the Limited Partners hereby acknowledge that PAS has transferred to DCCP and PPIP, as of the date hereof, the following interests in the Partnership:

(i)a 48.96% Partnership Interest transferred to DCCP to be held by DCCP as a Limited Partner (the “LP Interest”)

(ii)a 1.0% Partnership Interest transferred to PPIP to be held by PPIP as a General Partner (the “GP Interest”).

4.NDP and PAS hereby consent to the foregoing transfers of the LP Interest and the GP Interest to DCCP and PPIP, respectively, to the admission of DCCP and PPIP as a Limited Partner or a General Partner, as the case may be, of the Partnership, and to the withdrawal of PAS as a General Partner.

5.All references in the Partnership Agreement to PAS, in its capacity as General Partner of the Partnership, are hereby deleted and replaced with PPIP.

6.A new Section 1.66 is hereby added to the Partnership Agreement to read as follows:

3

“SECTION 1.66. “FPSC Regulations” shall mean regulations and policies promulgated by the Florida Public Service Commission pursuant to the Public Utility Regulatory Policies Act of 1978, and any implementing Florida state law, each as amended and in effect from time to time.”

7.A new Section 1.67 is hereby added to the Partnership Agreement to read as follows:

“SECTION 1.67. “PPIP” shall mean Pasco Project Investment Partnership, L.P., a Florida limited partnership.”

8.The following is hereby inserted after the last word of Section 3.02: “, or FPSC Regulations.”

9.Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and replaced with:

“SECTION 5.01. Partner Status. NDP and PPIP shall each serve as General Partners of the Partnership. The respective Partnership Interests of the General Partners and the Limited Partners are set forth on Exhibit A attached hereto, as amended from time to time. In no event shall more than, in the case of the FERC Regulations, 50%, and in the case of the FPSC Regulations, 49.99%, of the total Interests of the Partnership be owned by an “electric utility” or an “electric utility holding company” either directly or indirectly through a wholly or partially owned subsidiary, for purposes of 18 C.F.R. §292.206 (hereafter, the “FERC Ownership Criteria”).”

4

10.Section 5.02(a) of the Partnership Agreement is hereby deleted in its entirety and replaced with

(a)(i)PPIP shall contribute to the capital of the Partnership, or shall cause Dana Commercial Credit Corporation, to contribute to the Partnership on behalf of PPIP, funds in the amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by PPIP as a General Partner;

(ii)DCCP shall contribute to the capital of the Partnership, or shall cause Dana Commercial Credit Corporation to contribute to the Partnership on behalf of DCCP, funds in the amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by DCCP as Limited Partner;

(iii)PAS shall contribute to the capital of the Partnership, or shall cause Lykes Energy, Inc. or TECO Energy, Inc., to contribute to the Partnership on behalf of PAS, funds in the amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by PAS as a Limited Partner;

(iv)NDP shall contribute to the capital of the Partnership, or shall cause North Canadian Oils Limited or GPU International, Inc., as the case may be, to contribute to the Partnership on behalf of NDP, funds in the

5

amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by NDP; and

(v)DIL shall contribute to the capital of the Partnership, or shall cause North Canadian Oils Limited or GPU International, Inc., as the case may be, to contribute to the Partnership on behalf of DIL, funds in the amounts and on the dates specified in Section 2.1 of the Equity Infusion Agreement executed by DIL.

11.The following is hereby added to the Partnership Agreement as Section 5.11:

“SECTION 5.11. PAS True-up Payment. If any (or any portion of) or all of (i) the payment of the Administrative Services Fee to TPS pursuant to the Administrative Services Agreement, dated as of June 10, 1997, between TPS and PPIP (the “Administrative Services Agreement”), (ii) the payment of the Fixed Annual Fee to TPS pursuant to the Administrative Services Agreement, (iii) the payment of the GP Fee to Pasco Power GP, Inc. pursuant to the Agreement of Limited Partnership of Pasco Project Investment Partnership, Ltd. dated as of June 10, 1997 between Pasco Power GP, Inc. and DCC Project Finance Ten, Inc., (iv) the repayment of Make-Whole Amounts pursuant to the Purchase and Sale Agreement or (v) the exercise by PAS of its call right pursuant to the Purchase and Sale Agreement, are considered by the FERC in any recertification order to be part of the “stream of benefits” (as such term is used by the FERC in applying the ownership criteria pursuant to 18 C.F.R. § 292.206) of the Project, then, upon (a) the consummation of the sale of any interest in the Project, the Partnership or PPIP by any one or more

6

Partners which are also “electric utilities”, “electric utility” holding comp wholly or partially-owned subsidiaries of “electric utilities” or “electric holding companies”, within the meaning of PURPA and 18 C.F.R. § 292.206 (a “Utility Affiliate Partner”), or (b) the dissolution of the Partnership or PPIP, the Administrative Manager shall determine whether the payment of any or all of the above fees or payments or the exercise of the call rights has resulted in Utility Affiliate Partners receiving in excess of a fifty percent (50%) derivative share of the “stream of benefits” from the Project, then PAS shall pay to the Partners which are not Utility Affiliate Partners such amounts as are necessary to reduce the “stream of benefits” flowing to Utility Affiliate Partners to below 50% of the “stream of benefits” of the Project.

This Section 5.11 shall terminate upon recertification of the Project by the FERC, provided (x) that such recertification is based on an application to the FERC which includes a description of the above mentioned Administrative Services Fee, GP Fee, Fixed Annual Fee, Make-Whole Amounts, Reimbursement Payment and call right, and (y) that the order granting recertification does not reference, as part of a determination regarding the stream of benefits, the provisions of this Section 5.11 as a basis, in whole or in part, for recertifying the Project.

12.The following shall be added as Section 8.01(d) of the Partnership Agreement:

“(d) Notwithstanding any other provision of this Agreement, the Partnership (including NDP, PPIP, or its general partner, Pasco Power GP, Inc., in each case, when acting on behalf of the Partnership) shall not engage in any

7

transaction with any Utility Affiliate without the written consent of at least three-fourths in interests of the Partners which are not Utility Affiliate Partners.”

13.The introductory paragraph of Section 8.10 of the Partnership Agreement is hereby deleted in its entirety and replaced with the following:

“SECTION 8.10. Administrative Tasks. PPIP is hereby appointed to perform the administrative tasks set forth on Schedule 2 attached to this Agreement, as such Schedule 2 may be amended from time to time (the “Administrative Tasks”). PPIP, acting in such capacity, is referred to herein as the “Administrative Manager”. The Administrative Manager shall perform the Administrative Tasks subject to the direction and control of the Management Committee.”

14.Section 8.10(d) is hereby deleted in its entirety and replaced with the following:

“(d) PPIP shall serve as the Administrative Manager for a term which shall begin on June 13, 1997 and shall continue until the earlier of: (i) the liquidation of the Partnership; (ii) the removal for cause of, or the resignation of, PPIP as the Administrative Manager; (iii) the receipt of written notice from the Partnership to the Administrative Manager, with or without cause, if requested by the Agent, any time after an “event of default” (or similar event, however worded) under any of the Loan Documents; (iv) PPIP failing to be General Partner of the Partnership; (v) as provided in Section 8.10 (f) below; and (vi) upon dissolution and liquidation of PPIP.

(e) Without limitation of any of PPIP’s obligations or responsibilities hereunder, the parties hereto hereby acknowledge and consent to the delegation by PPIP to TECO Power Services Corporation (“TPS”) pursuant to the Administrative

8

Services Agreement, dated as of June 13, 1997, between TPS and PPIP, of PPIP’s obligations under Section 8.10 of the Partnership Agreement to perform the Administrative Tasks as the Administrative Manager.

(f) The parties hereto hereby agree that NDP shall have the right of first refusal to become the Partnership’s Administrative Manager as provided in the Consent and Agreement, Section 3(c)(i) dated as of June 13, 1997, among NDP, PAS, DCCP, DIL, Pasco Power GP, Inc. and TPS.

(g) In the event that NDP or another wholly-owned subsidiary of GPU International, Inc. (“GPU Operator”) becomes the operator of the Project in accordance with Section 3(e) of the Consent and Agreement dated as of June 13, 1997, among NDP, PAS, DIL, PPIP, Pas Power GP, Inc. and DCCP, then (i) the responsibilities for field oversight and oversight of GPU Operator, as successor to Stewart & Stevenson Operations, Inc. (as set forth as numbers 3 and 14 on Schedule 1 hereto) shall become Administrative Tasks described under Section 8.10 hereof and (ii) the responsibility for oversight of gas nominations and imbalance tracking and insurance administration (as set forth as numbers 6 and 10 on Schedule 2) shall become Operating Tasks described under Section 8.09 hereof.

15.Section 12.01 of the Partnership Agreement shall be deleted in its entirety and the following new Section 12.01 shall be added in lieu thereof:

“SECTION 12.01. In General. (a) Subject to the terms and conditions set forth in the Partnership Interest Security Agreements and in the Ownership Maintenance Agreements (each as defined in the Master Agreement) and except as set forth in Section 12.03 below and for a buyout pursuant to Article XV hereof, no Partner may sell, transfer, assign, pledge, hypothecate, grant a security

9

interest in, or otherwise dispose of or encumber, its Interest in the Partnership (whether voluntarily or involuntarily or by operation of law) (any one of the foregoing being called a “Transfer”), unless:

(i)all of the General Partners shall have consented in writing to such Transfer, which consent shall not be unreasonably withheld or delayed; provided, however, that (A) no consent shall be required in the case of a Transfer by DCCP or DIL of a Limited Partner Interest to an Affiliate of DCCP or DIL, respectively;

(ii)such Transfer does not violate the QF status or FERC Ownership Criteria restriction or Sections 3.02 or 5.01 hereof, or the Florida “qualifying facility” status of the Project, and the transferee provides the Partnership appropriate certificates and an opinion of counsel reasonably satisfactory to the non-assigning General Partners concluding that the Transfer will not cause the Project to lose its QF status or Florida “qualifying facility” status;

(iii)such transferee delivers a counterpart of the instrument of Transfer, executed and acknowledged by the parties thereto, to the Partnership at its principal place of business;

(iv)the transferee agrees in a writing thereto, reasonably satisfactory in form and substance to counsel for the non-assigning General Partners, to assume all obligations, covenants, and liabilities under this Agreement of the transferor by signing a counterpart of this Agreement; and

(v)the conditions set forth in Section 12.03 (a)(iv), (v), (vi), (vii) and (viii) are satisfied with respect to such Transfer.

10

Notwithstanding any other provision of this Agreement, each of the Partners is authorized to execute and deliver the Partnership Interest Security Agreement with respect to such Partner.

16.The following shall be added after Section 12.02 of the Partnership Agreement:

“SECTION 12.03. Transfers by DCCP and PPIP.

(a)           Notwithstanding Section 12.01 above but subject to Section 12.03(d) below, DCCP and PPIP may Transfer all or any portion of their respective Partnership Interests in the Partnership without the consent of NDP if (i) each such transferee or assignee is an Approved Institutional Investor (as defined below); (ii) each such transferee or assignee shall execute and deliver, in form and substance reasonably satisfactory to counsel for NDP, such agreement or agreements whereby such transferee or assignee agrees to be bound by all of the terms and provisions of, and to assume and confirm all of the obligations, covenants and liabilities of DCCP or PPIP, as the case may be, under this Agreement to the extent of the Partnership Interest Transferred; (iii) such Transfer does not violate the QF status or FERC Ownership-Criteria restrictions of Sections 3.02 or 5.01 hereof, or the Florida “qualifying facility” status of the Project; (iv) such Transfer shall not result in the Partnership being treated as an association taxable as a corporation under the Code or cause the Partnership to be terminated under Section 708(b) of the Code; (v) such Transfer would not result in a default under any Project Document; (vi) such Transfer is in compliance with all applicable laws, including without limitation securities laws, and would not result in the Partnership violating any applicable laws; (vii) NDP shall

11

have received a legal opinion addressing the matters set forth in items (iii) through (vii) above, and such other matters as are reasonable required; and (viii) the transferring Partner pays all reasonable fees and expenses of or payable by the Partnership (including legal fees) incurred in connection with such Transfer; provided however that PPIP may only Transfer its Partnership Interest in accordance with the terms of this Section 12.03(a) if DCCP has simultaneously therewith or prior to such time sold its entire Partnership Interest to the same Person or an affiliate thereof. The term “Approved Institutional Investor” shall mean any corporation or other financial institution (x) with a net worth of at least $75,000,000 (or with unsecured senior debt rated at least investment grade by Standard and Poor’s Ratings Group, Moody’s Investor Services, Inc. or any other nationally recognized rating agency), (y) which is domiciled in the United States for Federal income tax purposes or which evidences an exemption from United States withholding taxes and (z) which is not a Material Adverse Party (as defined below).

(b)         If DCCP or PPIP shall propose to transfer or assign all or part of its Partnership Interest hereunder to an Approved Institutional Investor, such transferor shall give written notice (a “Transfer Notice”) of such intent to NDP specifying the names of such potential investors. NDP shall have twenty (20) days from the receipt of such Transfer Notice within which to provide DCCP or PPIP, as the case may be, a list setting forth the name of each Person on the Transfer Notice who is a “Material Adverse Party”. If NDP does not notify DCCP or PPIP, as the case may be, of its objections within such twenty (20) day period, such parties on the Transfer Notice shall be deemed to be parties which are not Material Adverse Parties. For purposes of this Section 12.03, with respect to NDP, a “Material Adverse Party” shall mean any Person with whom such General Partner or an Affiliate of such

12

General Partner currently has, or previously had, a significant business relationship (e.g., equity partner, project lender or other project party) the results of which is or was, as the case may be, unsatisfactory, due to a past or present pending or threatened litigation or arbitration or other adversarial relationship; provided, however, that the nature of any adversarial relationship shall be described in reasonable detail in a certificate provided by NDP to DCCP or PPIP, as the case may be. Such certificate shall be supported by evidence reasonably acceptable to DCCP to the extent such evidence is in NDP’s possession or control and is not privileged or confidential.

(c)          Upon any Transfer in accordance with this Section 12.03, DCCP or PPIP, as the case may be, shall be released from its obligations, covenants and liabilities hereunder to the extent of the Partnership Interest transferred arising after the date of Transfer.

(d)         The provisions of this Section 12.03 shall not apply to any Transfer made following (A) the exercise of the put, call or repurchase rights set forth in Section 13.4, 13.5, 14.1 or 14.2 of the Purchase and Sale Agreement, or (B) other re-acquisition by TECO Energy, Inc. or its Affiliates of the interests held by DCCP in the Partnership.

SECTION 12.04. Adverse Regulatory Events. In the event DCCP or PPIP (or any of its partners) or any of their respective Affiliates becomes, or is likely (in the good faith judgment of DCCP), to become, an “electric utility” or “electric utility holding company” as defined in the Public Utility Holding Company Act (“PUHCA”), as a result of the loss of QF status of the Project (an “Adverse Regulatory Event”), then unless the Project has become or is an exempt wholesale generator as defined in PUHCA (an “EWG”), then the General Partners shall cause the Partnership, to the

13

extent permitted by applicable law, to file an application with FERC to become an EWG and shall diligently pursue such application. If such application shall not be granted within 60 days of its filing, upon the earlier of the expiration of such 60-day period and FERC denying such application, at the option of DCCP or PPIP, the General Partners hereby agree to amend this Agreement to (i) reduce the voting rights of DCCP and PPIP and/or (ii) convert the general partner interest of PPIP to a limited partner interest (it being understood that if such conversion occurs, (a) the number of members on the Management Committee shall be reduced to two (with such members being appointed by the sole General Partner), and (b) PPIP shall cause the Administrative Tasks to be transferred pursuant to the direction of the General Partner, as and to the extent necessary, to avoid or terminate such Adverse Regulatory Event. The General Partners agree, at the expense of DCCP or PPIP, as applicable, to execute any and all documents and instruments prepared or presented by DCCP or PPIP, as applicable, as may be reasonably necessary to effect the foregoing.

SECTION 12.05. Purchase of Retained Interest. Notwithstanding anything in this Agreement to the contrary, and subject to receipt of any necessary third parry consents and compliance with applicable law, if any, in the event that DCCP does not elect, pursuant to Section 5 of the Purchase and Sale Agreement, by written notice within thirty (30) days following the first anniversary of the Closing Date (as defined in the Purchase and Sale Agreement) to purchase the Retained LP Interest (as defined in the Purchase and Sale Agreement), then the Partnership shall immediately thereafter, upon ten (10) days prior notice to the Partners, redeem the Retained LP Interest from PAS for the redemption price of $23,080 payable in cash, and each Partner’s Interest in the Partnership shall be adjusted accordingly”.

14

17.         Section 14.01(e) of the Partnership Agreement is hereby deleted in its entirety and a new Section 14.05 is added as follows:

“(a) No Partner or any of its Affiliates:

(i)  will acquire any interest in other entities which would cause the Partnership to exceed the FERC Ownership Criteria or otherwise cause the Project to lose its QF status; or

(ii)  will transfer any of their Interests in the Partnership in a manner which would cause the Project to lose its QF status.”

18.Exhibit A to the Partnership Agreement is hereby amended to read in its entirety as follows:

“Exhibit A

Partnership Interests

The respective Partnership Interests of the Partners are as follows:

PPIP as General Partner	1.0%
DCCP as Limited Partner	48.96%
PAS as Limited Partner	0.04%
NDP as General Partner	1.0%
DIL as Limited Partner	48.90%
PIHI as Limited Partner	0.10%

15

19.           Expect as amended hereby, the Partnership Agreement shall continue in full force and effect.

20.           References herein to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of the Partnership Agreement.

21.           Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Partnership Agreement.

16

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

GENERAL PARTNERS:
NCP DADE POWER INCORPORATED
By:	/s/ David Brauer
PASCO POWER INVESTMENT PARTNERSHIP, LTD.
By:	Pasco Power GP, Inc., its General Partner
	By:	/s/ R. E. Ludwig
LIMITED PARTNERS:
PAS POWER CO.
By:	/s/ E. Elliott White
	E. Elliott White
	Exec V.P.
DADE INVESTMENT, L.P.
By:	NCP Dade Power Incorporated, its General Partner
	By:	/s/ R. E. Ludwig
PASCO INTEREST HOLDINGS, INC.
By:

DCC PROJECT FINANCE TEN, INC.
By:	/s/ James J. Vigneau
	James J. Vigneau
	Investment Manager

EX-3.110

Exhibit 3.110

SIXTH AMENDMENT TO AGREEMENT OF

LIMITED PARTNERSHIP OF PASCO COGEN, LTD.

This Sixth Amendment (“Sixth Amendment”) to Agreement of Limited Partnership of Pasco Cogen, Ltd., a Florida limited partnership (the “Partnership”), dated as of September 17, 1998, by and among NCP Dade Power Incorporated, a Delaware corporation (“NDP”), and Pasco Project Investment Partnership, Ltd., a Florida limited partnership (“PPIP”), as the General Partners, Dade Investment, L.P., a Delaware limited partnership (“DIL”), DCC Project Finance Ten, Inc., a Delaware corporation (“DCCP”), and PPIP as a majority in interest of the Limited Partners, and Pas Power Co., a Florida corporation (“PAS”), and Pasco Interest Holdings, Inc., a Delaware corporation as withdrawing Limited Partners.

WITNESSETH:

Whereas, PAS, NDP and DIL entered into an Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of August 28, 1991 (the “LP Agreement”), as amended by (i) the First Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of January 15, 1992; (ii) the Second Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of October 15, 1992; (iii) the Third Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of July 15, 1993; (iv) the Fourth Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of June 13, 1994; and (v) the Fifth Amendment to

Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of June 10, 1997 (the LP Agreement, as so amended, the “Partnership Agreement”);

WHEREAS, pursuant to the Retained LP Interest Purchase and Sale Agreement, dated as of September 17, 1998, between PAS and DCCP (the “Purchase and Sale Agreement”), DCCP has purchased a 0.04% Partnership Interest in the Partnership from PAS (the “PAS LP Interest”);

WHEREAS, the General Partners and a majority in interest of the Limited Partners have previously consented to the transfer of the Partnership Interest of PAS to DCCP;

WHEREAS, PAS desires to withdraw as a Limited Partner;

WHEREAS, in connection with the liquidation of PIHI, PIHI shall (i) transfer, simultaneously with the execution of this Sixth Amendment, a .10% limited partnership interest in the Partnership (the “PIHI LP Interest”) to PPIP and (ii) dissolve immediately following the execution hereof;

WHEREAS, by executing this Sixth Amendment the parties hereto acknowledge and consent to the transfer of the PIHI Interest and the dissolution of PIHI;

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.             The General Partners and a majority in interest of the Limited Partners hereby acknowledge that (i) PAS has transferred to DCCP, as of the date hereof, the PAS LP Interest to be held by DCCP as a Limited Partner; and (ii) PIHI has transferred to PPIP, as of the date hereof, the PIHI LP Interest to be held by PPIP as a Limited Partner.

2.             NDP and PPIP hereby reaffirm their consent to the foregoing transfer of the PAS LP Interest to DCCP and the PIHI LP Interest to PPIP, and consent to the withdrawal of PAS and PIHI as Limited Partners.

3.             Exhibit A to the Partnership Agreement is hereby amended to read in its entirety as follows:

“Exhibit A

Partnership Interests

The respective Partnership Interests of the Partners are as follows:

PPIP as General Partner	1.00	%
DCCP as Limited Partner	49.00	%
NDP as General Partner	1.00	%
DIL as Limited Partner	48.90	%
PPIP as Limited Partner	0.10	%”

4.             Except as amended hereby, the Partnership Agreement shall continue in full force and effect.

5.             References herein to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of the Partnership Agreement.

6.             Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Partnership Agreement.

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

GENERAL PARTNERS:
NCP DADE POWER INCORPORATED
By:	/s/ Beth Matheson
PASCO POWER INVESTMENT PARTNERSHIP, LTD.
By: Pas Power GP, Inc., its General Partner
	By:	/s/ R. E. Ludwig
LIMITED PARTNERS:
DADE INVESTMENT, L.P.
By: NCP Dade Power Incorporated, its General Partner
	By:	/s/ Beth Matheson
PASCO POWER INVESTMENT PARTNERSHIP, LTD.
By: Pas Power GP, Inc., its General Partner
	By:	/s/ R. E. Ludwig

DCC PROJECT FINANCE TEN, INC.
By:	/s/ [ILLEGIBLE]
WITHDRAWING LIMITED PARTNERS:
PAS POWER CO.
By:	/s/ R. E. Ludwig
		R. E. Ludwig
		President
PASCO INTEREST HOLDINGS, INC.
By:	/s/ R. E. Ludwig
		R. E. Ludwig
		President

EX-3.111

Exhibit 3.111

SEVENTH AMENDMENT TO AGREEMENT OF
LIMITED PARTNERSHIP OF PASCO COGEN, LTD.

This Seventh Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd. (the “Partnership”), dated as of December 24, 2007, by and among NCP Dade Power LLC, a Delaware limited liability company (“NDP”), and Pasco Project Investment Partnership, Ltd., a Florida limited partnership (“PPIP”), as the General Partners, Dade Investment, L.P., a Delaware limited partnership (“DIL”), DCC Project Finance Ten, Inc., a Delaware corporation (“DCCP”), and PPIP as all the Limited Partners.

W I T N E S S E T H:

WHEREAS, Pas Power Co., a Florida corporation (“PAS”), NDP and DIL entered into the Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of August 28, 1991 (the “LP Agreement”), as amended by (i) the First Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of January 15, 1992; (ii) the Second Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of October 15, 1992; (iii) the Third Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of July 15, 1993; (iv) the Fourth Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of June 13, 1994; (v) the Fifth Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of June 10, 1997; and (vi) the Sixth Amendment to Agreement of Limited Partnership of Pasco Cogen, Ltd., dated as of September 17, 1998 (the LP Agreement, as so amended, the “Partnership Agreement”);

WHEREAS, PAS has heretofore withdrawn as a Partner of the Partnership;

WHEREAS, pursuant to the Purchase and Sale Agreement, dated as of November 9, 2007, by and among PPIP, DCCP, NDP and DIL (the “Purchase and Sale Agreement”) executed simultaneously herewith, NDP has purchased a 1% General Partner interest in the Partnership from PPIP and DIL has purchased a 0.1% Limited Partner interest in the Partnership from PPIP and a 48.8% Limited Partner interest in the Partnership from DCCP;

WHEREAS, PPIP desires to withdraw as a General and Limited Partner; and

WHEREAS, the General Partners and all the Limited Partners desire to amend the Partnership Agreement as set forth herein in accordance with the provisions of Section 17.01 of the Partnership Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.             PPIP hereby withdraws as a General Partner and as a Limited Partner.

2.             The General Partner and a majority in interest of the Limited Partners hereby acknowledge that PPIP has transferred to NDP and DIL, as of the date hereof, the following interests in the Partnership:

(i)         a 1.0% Partnership Interest transferred to NDP to be held by NDP as a General Partner, and

(ii)        a 0.1% Partnership Interest transferred to DIL to be held by DIL, as a Limited Partner.

3.             The General Partner and all the Limited Partners hereby acknowledge that DCCP has transferred to DIL, as of the date hereof, a 48.8% Partnership Interest to be held by DIL as a Limited Partner.

4.             All references in the Partnership Agreement to PPIP, in its capacity as a General Partner of the Partnership, are hereby deleted and replaced with NDP.

5.             Section 1.22 of the Partnership Agreement is hereby amended by deleting the words “either PAS or NDP, so long as they serve as General Partners” in lines 1 and 2 thereof, and replacing them with the words “NDP, so long as it serves as a General Partner”.

6.             Section 1.24 of the Partnership Agreement is hereby amended by deleting the word “PAS” in line 1 thereof, and replacing it with the word “DCCP”.

7.             Section 1.67 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“SECTION 1.67.                      [Intentionally Omitted]”

8.             Section 5.01 of the Partnership Agreement is hereby amended by deleting the first sentence thereof, and replacing it with the words “NDP shall serve as General Partner of the Partnership.”

9.             Section 5.02(a) of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“(a)         The Partners have each contributed to the capital of the Partnership amounts of cash equal to the respective percentage set forth opposite each Partner’s name in Exhibit A attached hereto.”

10.           Section 5.10 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“SECTION 5.10.                      [Intentionally Omitted]”

11.           Sections 7.04, 7.05, 7.06, 7.07, 7.08 and 7.09 of the Partnership Agreement are hereby amended and restated in their entireties to read as follows:

“SECTION 7.04.                      [Intentionally Omitted]

SECTION 7.05.                       [Intentionally Omitted]

SECTION 7.06.                       [Intentionally Omitted]

SECTION 7.07.                       [Intentionally Omitted]

SECTION 7.08.                       [Intentionally Omitted]

SECTION 7.09.                       [Intentionally Omitted]”

2

12.           Exhibit B to the Partnership Agreement, referenced in Section 7.07 of the Partnership Agreement, is hereby deleted in its entirety.

13.           Section 8.01(d) of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“(d)         [Intentionally Omitted]”

14.           Section 8.04 of the Partnership Agreement is hereby amended by deleting the first two sentences thereof, and replacing them with the following: “NDP shall manage the functions and responsibilities of the Partnership as is provided in Sections 8.09 and 8.10 hereof. If NDP ceases to provide such management functions as provided herein, the Management Committee shall select, from time to time, one or more Persons to provide such management functions (such Persons referred to herein individually as “Project Manager” and collectively as “Project Managers”).”

15.           Section 8.08 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

SECTION 8.08.                       [Intentionally Omitted]”

16.           Section 8.10 of the Partnership Agreement is hereby amended by deleting the word “PPIP” in lines 1 and 4 of the introductory paragraph of said section, and replacing it with the word “NDP”.

17.           Section 8.10(d) of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“(d)         NDP shall serve as the Administrative Manager for a term commencing December 24, 2007 and shall continue until the earlier of (i) the liquidation of the Partnership; (ii) the removal for cause, or the resignation, of NDP as the Administrative Manager; (iii) the receipt of written notice from the Partnership to the Administrative Manager, with or without cause, if requested by the Agent, any time after an “event of default” (or similar event, however worded) under any of the Loan Documents; or (iv) NDP failing to be a General Partner of the Partnership.”

18.           Sections 8.10(e), (f) and (g) of the Partnership Agreement are hereby amended and restated in their entireties to read as follows:

“(e)         [Intentionally Omitted]

(f)          [Intentionally Omitted]

(g)         [Intentionally Omitted]”

19.           Section 12.01 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“SECTION 12.01. In General. Subject to the terms and conditions set forth in the Partnership Interest Security Agreements and in the Ownership Maintenance Agreements (each as defined in the Master Agreement) and except for a buyout pursuant to Article XV hereof, no Partner may sell, transfer, assign, pledge, hypothecate, grant a security interest in, or otherwise

3

dispose of or encumber, its Interest in the Partnership (whether voluntarily, involuntarily or by operation of law) (any one of the foregoing being called a “Transfer”), unless:

(i)            all of the General Partners have consented in writing to such Transfer, which consent shall not be unreasonably withheld or delayed;

(ii)           such Transfer does not violate the QF status or Sections 3.02 or 5.01 hereof, or the Florida “qualifying facility” status of the Project, and the transferee provides the Partnership appropriate certificates and an opinion of counsel reasonably satisfactory to the non-assigning General Partners concluding that the Transfer will not cause the Project to lose its QF status or Florida “qualifying facility” status;

(iii)          such transferee delivers a counterpart of the instrument of Transfer, executed and acknowledged by the parties thereto, to the Partnership at its principal place of business;

(iv)          the transferee agrees in a writing, reasonably satisfactory in form and substance to counsel for the non-assigning General Partners, to assume all obligations, covenants and liabilities under this Agreement of the transferor;

(v)           the Transfer will not result in the Partnership being treated as an association taxable as a corporation under the Code or cause the Partnership to be terminated under Section 708(b) of the Code;

(vi)          such Transfer would not result in a default under any Project Document;

(vii)         such Transfer is in compliance with all applicable laws, including without limitation securities laws, and would not result in the Partnership violating any applicable laws; and

(viii)        the transferring Partner pays all reasonable fees and expenses of or payable by the Partnership (including legal fees) incurred in connection with such Transfer.”

20.           Section 12.03 of the partnership Agreement is amended and restated in its entirety to read as follows:

“SECTION 12.03.               Transfer by DCCP. Notwithstanding Section 12.01 above, DCCP may Transfer all of its Partnership Interests in the Partnership pursuant to the exercise by DIL of the Call Option or by DCCP of the Put Option (each as defined in the Purchase and Sale Agreement dated as of November 9, 2007, by and among DCCP and Pasco Project Investment Partnership, Ltd., as Sellers, and DIL and NDP, as Buyers).”

21.           Sections 12.04 and 12.05 of the Partnership Agreement are hereby amended and restated in their entireties to read as follows:

“SECTION 12.04.               [Intentionally Omitted]

SECTION 12.05.                [Intentionally Omitted]”

22.           Exhibit A to the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

4

“Exhibit A

Partnership Interests

The respective interests of the Partners are as follows:

NDP as General Partner	2.0	%
DIL as Limited Partner	97.80	%
DCCP as Limited Partner	0.2	%”

23.         Except as amended hereby, the Partnership Agreement shall continue in full force and effect.

24.         Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Partnership Agreement.

[signature pages follow]

5

IN WITNESS WHEREOF, the Partners have caused this Seventh Amendment to be executed as of the date,first above written,

GENERAL PARTNER:

NCP DADE POWER, LLC

By:	/s/ Steven P. Chwiecko
		Steven P. Chwiecko
		Vice President

LIMITED PARTNERS:

DADE INVESTMENT, L.P.

By: NCP Dade Power, LLC, its General Partner

By:	/s/ Steven P. Chwiecko
		Steven P. Chwiecko
		Vice President

DCC PROJECT FINANCE TEN, INC.

By:	/s/ James J. Vigneau
Name:		James J. Vigneau
Title:		Vice President

WITHDRAWING GENERAL PARTNER:

PASCO PROJECT INVESTMENT PARTNERSHIP, LTD.

By: Pasco Power GP, Inc., its General Partner

By:	/s/ P. L. Barringer
		P. L. Barringer
		Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT TO THE PASCO COGEN PARTNERSHIP AGREEMENT]

WITHDRAWING LIMITED PARTNER:
PASCO PROJECT INVESTMENT PARTNERSHIP. LTD.
By: Pasco Power GP, Inc., its General Partner
By:	/s/ P. L. Barringer
		P. L. Barringer
		Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT TO THE PASCO COGEN PARTNERSHIP AGREEMENT]

EX-3.112

Exhibit 3.112

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:44 PM 01/30/2012

FILED 01:44 PM 01/30/2012

SRV 120100151 — 5102253 FILE

CERTIFICATE OF FORMATION
OF

ATLANTIC OKLAHOMA WIND, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Atlantic Oklahoma Wind, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904

Executed on January 30, 2012

/s/ David S. Ezrilov

David S. Ezrilov

RESIGNATION OF ORGANIZER
OF
ATLANTIC OKLAHOMA WIND, LLC

I, David S. Ezrilov, the sole organizer of Atlantic Oklahoma Wind, LLC, a Delaware limited liability company (the “Company”), hereby resign as organizer of the Company and assign all of my rights and duties to the Company’s sole member, Atlantic Power Transmission, Inc., a Delaware corporation, and to the duly elected officers of the Company.

Dated effective as of January 30, 2012.

/s/ David S. Ezrilov

David S. Ezrilov

Sole Organizer

ORGANIZATIONAL RESOLUTIONS
OF THE
SOLE MEMBER OF
ATLANTIC OKLAHOMA WIND, LLC
ADOPTED WITHOUT MEETING

The undersigned, as the sole member of Atlantic Oklahoma Wind, LLC, a Delaware limited liability company (the “Company”), do hereby adopt the following organizational resolutions in writing pursuant to the Delaware Limited Liability Company Act.

1.Certificate of Formation

RESOLVED, that the Certificate of Formation of the Company, filed with the Delaware Secretary of State on January 30, 2012, is adopted and approved.

RESOLVED FURTHER, that when and as received from the Delaware Secretary of State, a certified copy of the Certificate of Formation shall be inserted in the Company’s minute book and made a permanent part of its records.

2.Officers

RESOLVED, that all formalities pertaining to the nomination and election of the Company’s officers are waived and the following persons are elected to the position(s) set forth after their respective names, to hold such position(s) until the election and qualification of their respective successors or until their earlier death, resignation removal or disqualification:

Name	Title(s)
Barry E. Welch	President
Paul H. Rapisarda	Vice President

RESOLVED FURTHER, that all actions of the above named individuals previously taken on behalf of the Company in anticipation of election as officers of the Company are ratified, confirmed and approved.

3.Organizational Expenditures

RESOLVED, that the officer(s) of the Company are authorized to pay all charges and expenses arising out of the organization of the Company and to reimburse any persons who have made any disbursements therefor.

4.Membership Interests

RESOLVED, that the Contribution Agreement dated January 30, 2012, wherein Atlantic Power Transmission, Inc. has offered to pay the contributions stated therein to the Company in exchange for a one hundred percent (100%) membership interest in the Company, is hereby accepted by the Company.

RESOLVED FURTHER, that the offer mentioned above is accepted and such consideration represents a fair value to the Company for one hundred percent (100%) membership interest in the Company.

5.Banking

RESOLVED, that the resolutions appearing upon the certificate of resolutions form provided by the bank designated as the Company’s depository, a copy of which is attached, are adopted, and each of the persons named therein are authorized and empowered to sign checks and other orders for withdrawals of funds and to take such other actions as are in accordance with the terms of such resolutions.

6.Fiscal Year

RESOLVED, that the initial fiscal year of the Company shall end December 31, 2012; thereafter the Company’s fiscal year shall begin the first day of January and shall end on the last day of December.

7.Company Seal

RESOLVED, that the Company shall have no company seal.

2

Dated and effective: January 30, 2012

ATLANTIC POWER TRANSMISSION, INC.
By	/s/ Barry E. Welch
	Barry E. Welch
	President

3

CONTRIBUTION AGREEMENT

January 30, 2012

The undersigned hereby subscribes for and proposes to purchase a one hundred percent (100%) membership interest in Atlantic Oklahoma Wind, LLC (the “Company”). In consideration of the Company’s acceptance of this Contribution Agreement and the reflection of such contribution upon the records of the Company, the undersigned shall pay to the Company the contribution of One Hundred Dollars ($100.00).

[Signature on the following page]

ATLANTIC POWER TRANSMISSION, INC.
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

2

EX-3.113

Exhibit 3.113

ATLANTIC OKLAHOMA WIND, LLC
LIMITED LIABILITY COMPANY AGREEMENT

WHEREAS, the Delaware Limited Liability Company Act (the “Act”), provides that a Delaware limited liability company shall have one or more members; and

WHEREAS, the undersigned constitutes the sole member of Atlantic Oklahoma Wind, LLC, a Delaware limited liability company (the “Company”) and desires that this document serve as the Company’s limited liability company agreement.

NOW, THEREFORE, the undersigned declares as follows:

1.             Tax Status.  The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes. Accordingly, for the time period for which the Company has a sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of its sole member.

2.           General Management.  The business and affairs of the Company shall be managed by Atlantic Power Transmission, Inc., a Delaware corporation, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.

3.           Election of Officers; Delegation of Authority.  The sole member hereby designates Barry E. Welch as the President of the Company and Paul H. Rapisarda as Vice President of the Company. The President shall execute all resolutions and authorizations, as well as bonds, mortgages and all other contracts of the Company, and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by a Vice President. The sole member may designate one or more additional officers with such titles as may be designated by the sole member to act in the name of the Company with such authority as may be delegated to such officer(s) by the sole member. Each officer shall act pursuant to his delegated authority until such officer is removed by the sole member. Any action taken by an officer designated by the sole member shall constitute the act of and serve to bind the Company.

4.           Governing Law.  This Agreement and the rights of the parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware.

5.           Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the sole member, and its successors and assigns.

6.           No Third Party Beneficiary.  This Agreement is made solely and specifically among and for the benefit of the sole member, and its successors and assigns, and no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 30th day of January, 2012.

ATLANTIC POWER TRANSMISSION, INC. the sole member
By:	/s/ Barry E. Welch
	Barry E. Welch
	President

2

EX-5.1

Exhibit 5.1

DELIVERY OF FINAL OPINION IS SUBJECT TO COMPLETION OF GOODWIN PROCTER LLP’S OPINION PRE-CLEARANCE PROCEDURES

May 18, 2012

Atlantic Power Corporation

and the Guarantors listed on Schedules I and II hereto

200 Clarendon Street, Floor 25

Boston, Massachusetts 02116

Re:	Registration Statement on Form S-4 Relating to $460,000,000 Aggregate
	Principal Amount of 9% Senior Notes Due 2018

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-4 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer (the “Exchange Offer”) by Atlantic Power Corporation, a British Columbia corporation (the “Issuer”) to exchange up to $460 million aggregate principal amount of its 9% Senior Notes due 2018 (the “Exchange Securities”) for its existing 9% Senior Notes due 2018 (the “Securities”). The Securities are, and the Exchange Securities are to be, guaranteed by certain subsidiaries of the Issuer listed on Schedule I hereto (the “Delaware Guarantors”) and on Schedule II hereto (the “Non-Delaware Guarantors” and, collectively with the Delaware Guarantors, the “Guarantors”). The Exchange Securities are to be issued in accordance with the provisions of the Indenture, dated as of November 4, 2011, among the Issuer, certain subsidiaries of the Issuer named therein as guarantors and Wilmington Trust, National Association (the “Trustee”) as amended by the First Supplemental Indenture dated November 5, 2011 and the Second Supplemental Indenture dated November 5, 2011 (as amended, the “Indenture”), as contemplated by the Registration Rights Agreement, dated as of November 4, 2011, among the Issuer, certain subsidiaries of the Issuer named therein as guarantors and the initial purchasers (the “Registration Rights Agreement”). The guarantees of the Exchange Securities by the Guarantors (other than Curtis Palmer LLC) and the guarantee of Atlantic Power Limited Partnership’s (formerly named Capital Power Income L.P.) guarantee by Curtis Palmer LLC (collectively, the “Guarantees”) are to be issued in accordance with the provisions of the Indenture and the Registration Rights Agreement.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Issuer and the Guarantors.

We have assumed for purposes of our opinions certain matters with respect to the Issuer and the Non-Delaware Guarantors, including the valid existence, good standing, power and authority of each of the Issuer and the Non-Delaware Guarantors, and the due authorization, execution and delivery of the Exchange Securities and the Guarantees to which they are parties.

The opinions set forth below are limited to the federal law of the United States, New York law, the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law), the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act. Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “Blue Sky” laws or (ii) state or federal antifraud laws.

Also, for purposes of the opinions set forth below, and without limiting any other exceptions or qualifications set forth herein, insofar as they relate to the Guarantors, we have assumed that each Guarantor has received reasonably equivalent value and fair consideration in exchange for its obligations under its Guarantee or undertakings in connection therewith.

Based on the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:

1.When the Exchange Securities (in the form examined by us) are duly executed by the Issuer, authenticated by the Trustee in accordance with the Indenture and issued and delivered upon consummation of the Exchange Offer (as described in the Registration Statement) against receipt of Securities surrendered in exchange therefor in accordance with the terms of such Exchange Offer, the Registration Rights Agreement, the Registration Statement and the Indenture, the Exchange Securities will be valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

2.When the Guarantees (in the form examined by us) are duly executed by the Guarantors and issued and delivered upon consummation of the Exchange Offer (as described in the Registration Statement) in accordance with the terms of such Exchange Offer, the Registration Rights Agreement, the Registration Statement and the Indenture, the Guarantees will constitute valid and binding obligations of the respective Guarantors, enforceable against the Guarantors in accordance with their terms.

The opinions expressed above are subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity. We express no opinion as to the validity, binding effect or enforceability of any provision in the Exchange Securities or the Indenture or the Guarantees to the extent it violates any applicable statute of limitations or relates to the choice of forum for resolving disputes.

This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 53 Business Lawyer 831 (May 1998).

2

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

3

Schedule I

Delaware Guarantors

“Delaware Corporate Guarantors” shall mean, collectively, the following:

Atlantic Power Generation, Inc.

Atlantic Power Holdings, Inc.

Atlantic Power Transmission, Inc.

“Delaware LLC Guarantors” shall mean, collectively, the following:

Atlantic Auburndale, LLC

Atlantic Cadillac Holdings, LLC

Atlantic Idaho Wind C, LLC

Atlantic Idaho Wind Holdings, LLC

Atlantic Oklahoma Wind, LLC

Atlantic Piedmont Holdings, LLC

Atlantic Power Services, LLC

Atlantic Renewables Holdings, LLC

Auburndale GP, LLC

Auburndale LP, LLC

Badger Power Generation I LLC

Badger Power Generation II LLC

Baker Lake Hydro LLC

Curtis Palmer LLC

Epsilon Power Funding, LLC

Harbor Capital Holdings, LLC

NCP Dade Power LLC

NCP Gem LLC

NCP Lake Power LLC

NCP Pasco LLC

Olympia Hydro LLC

Orlando Power Generation I LLC

Orlando Power Generation II LLC

Teton East Coast Generation LLC

Teton New Lake, LLC

Teton Operating Services, LLC

Teton Power Funding, LLC

Teton Selkirk LLC

“Delaware Partnership Guarantors” shall mean, collectively, the following:

Badger Power Associates, L.P.

Atlantic Power (US) GP (formerly named CPI Power (US) GP)

Dade Investment, L.P.

Lake Investment, L.P.

Schedule II

Non-Delaware Guarantors

Atlantic Power Services Canada GP Inc.

Atlantic Power Services Canada LP

Atlantic Power Limited Partnership (formerly named Capital Power Income L.P.)

Atlantic Power GP Inc. (formerly named CPI Income Services Ltd.)

Lake Cogen Ltd.

Pasco Cogen, Ltd.

EX-5.2

Exhibit 5.2

May 18, 2012

Atlantic Power Corporation
200 Clarendon Street, Floor 25
Boston, MA 02116

Dear Sirs/Mesdames:

Re:Atlantic Power Corporation

We are acting as special counsel in British Columbia to Atlantic Power Corporation (the “Company”), Atlantic Power Services Canada GP Inc. (“APS Canada GP”) and Atlantic Power GP Inc. (“AP GP Inc.” and, together with APS Canada GP, the “B.C. Guarantors”) in connection with a Registration Statement on Form S-4, as amended or supplemented (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission relating to the registration of the offer by the Company to exchange up to US$460 million aggregate principal amount of the Company’s 9% Senior Notes due 2018 (the “Exchange Notes”) for the Company’s existing 9% Senior Notes due 2018 (the “Old Notes”).  The Old Notes are, and the Exchange Notes are to be, guaranteed by certain subsidiaries of the Company, including the B.C. Guarantors.  The Exchange Notes are to be issued in accordance with the provisions of the indenture dated as of November 4, 2011 among the Company, each of the guarantors party thereto and Wilmington Trust, National Association, as Trustee, as amended by the first supplemental indenture dated as of November 5, 2011 and the second supplemental indenture dated as of November 5, 2011 (the “Indenture”), as contemplated by the registration rights agreement (the “Registration Rights Agreement”) dated as of November 4, 2011 among the Company, the guarantors party thereto, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several initial purchasers described therein.  The guarantee of the Exchange Notes (the “Guarantee”) by the B.C. Guarantors is to be issued in accordance with the provisions of the Indenture and the Registration Rights Agreement.

In acting as special British Columbia counsel to the Company and the B.C. Guarantors, we have examined such records and proceedings of the Company and the B.C. Guarantors, the originals or copies, certified or otherwise identified to our satisfaction, of certificates of public officials, which certificates include but are not limited to certificates of good standing for each of the Company and the B.C. Guarantors dated as of May 17, 2012, and certificates of officers or directors of the Company and the B.C. Guarantors, the constating documents of each of the Company and the B.C. Guarantors and such other documents, and have considered such questions of law and made such other investigations, as we have deemed relevant or necessary as a basis for the opinion hereinafter expressed.

The opinion set out below is limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein (“Applicable Law”) as of the date of this opinion

letter. In particular, to the extent that Applicable Law would require the application of the laws of any other jurisdiction, no opinion is expressed as to the laws of such other jurisdiction, and we disclaim any obligation to advise the addressees or any other person of any change in law or any fact which may come or be brought to our attention after the date of this opinion.

In rendering the opinion expressed herein, we have assumed, with respect to all documents examined by us, the legal capacity of all individuals to execute and deliver such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, electronic or photocopied copies.

We have relied exclusively upon the officer’s certificates of the Company and each of the B.C. Guarantors with respect to the accuracy of all factual matters contained therein.

Based upon and relying on the assumptions set out above, we are of the opinion that:

1.Each of the Company and the B.C. Guarantors validly exists under British Columbia law and is in good standing under British Columbia law with respect to filing of annual reports;

2.The Company has the requisite corporate power and capacity to execute and deliver the Exchange Notes, and to perform its obligations thereunder;

3.Each of the B.C. Guarantors has the requisite corporate power and capacity to enter into, execute and deliver the Guarantee and to perform each of their obligations thereunder; and

4.The issuance of the Exchange Notes upon exchange of the Old Notes as provided by the Indenture has been duly authorized by all necessary corporate action of the Company and the Guarantee has been duly authorized by all necessary corporate action of each of the B.C. Guarantors.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name where it appears in the Registration Statement.

Yours very truly,

/s/ Goodmans

May 18, 2012

Atlantic Power Corporation
200 Clarendon Street, Floor 25
Boston, MA 02116

Dear Sirs/Mesdames:

Re:Atlantic Power Corporation

We are acting as special Ontario counsel to Atlantic Power Corporation (the “Company”), Atlantic Power Services Canada LP (“APS Canada LP”) and Atlantic Power Limited Partnership (“APLP” and, together with APS Canada LP, the “Ontario Guarantors”) in connection with a Registration Statement on Form S-4, as amended or supplemented (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission relating to the registration of the offer by the Company to exchange up to US$460 million aggregate principal amount of the Company’s 9% Senior Notes due 2018 (the “Exchange Notes”) for the Company’s existing 9% Senior Notes due 2018 (the “Old Notes”).  The Old Notes are, and the Exchange Notes are to be, guaranteed by certain subsidiaries of the Company, including the Ontario Guarantors.  The Exchange Notes are to be issued in accordance with the provisions of the indenture dated as of November 4, 2011 among the Company, each of the guarantors party thereto and Wilmington Trust, National Association, as Trustee, as amended by the first supplemental indenture dated as of November 5, 2011 and the second supplemental indenture dated as of November 5, 2011 (the “Indenture”), as contemplated by the registration rights agreement (the “Registration Rights Agreement”) dated as of November 4, 2011 among the Company, the guarantors party thereto, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several initial purchasers described therein.  The guarantee of the Exchange Notes (the “Guarantee”) by the Ontario Guarantors is to be issued in accordance with the provisions of the Indenture and the Registration Rights Agreement.

In acting as special Ontario counsel to the Company and the Ontario Guarantors, we have examined such records and proceedings of the Company and the Ontario Guarantors, the originals or copies, certified or otherwise identified to our satisfaction, of certificates of public officials and officers or directors of the Company and the Ontario Guarantors and such other documents, and have considered such questions of law and made such other investigations, as we have deemed relevant or necessary as a basis for the opinion hereinafter expressed.

The opinion set out below is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein (“Applicable Law”) as of the date of this opinion letter.  In particular, to the extent that Applicable Law would require the application of the laws of any other jurisdiction, no opinion is expressed as to the laws of such other jurisdiction.

In rendering the opinion expressed herein, we have assumed, with respect to all documents examined by us, the legal capacity of all individuals to execute and deliver such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, electronic or photocopied copies.

We have relied exclusively upon the officer’s certificates of each of the Ontario Guarantors with respect to the accuracy of all factual matters contained therein.

Based upon and relying on the assumptions set out above, we are of the opinion that:

1.APS Canada LP is a limited partnership formed and existing under the laws of the Province of Ontario;

2.Atlantic Power Services Canada GP Inc. has the power and authority under the first amended and restated limited partnership agreement dated November 2, 2011 for APS Canada LP, in its capacity as the general partner of APS Canada LP, to execute and deliver the Guarantee and to perform the obligations of APS Canada LP thereunder;

3.APLP is a limited partnership formed and existing under the laws of the Province of Ontario;

4.Atlantic Power GP Inc. has the power and authority under the amended and restated limited partnership agreement dated November 5, 2011 for APLP, in its capacity as the general partner of APLP, to execute and deliver the Guarantee and to perform the obligations of APLP thereunder; and

5.the Guarantee has been duly authorized by all necessary action of each of the Ontario Guarantors.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name where it appears in the Registration Statement.

Yours very truly,

/s/ Goodmans LLP

2

EX-5.3

Exhibit 5.3

[LETTERHEAD OF LEONARD, STREET AND DEINARD]

May 18, 2012

Atlantic Power Corporation

200 Clarendon St., Floor 25

Boston, Massachusetts 02116

Ladies and Gentlemen:

We have acted as counsel to Atlantic Power Corporation, a British Columbia corporation (the “Company”), and Pasco Cogen, Ltd. and Lake Cogen, Ltd., each a Florida limited partnership (each, a “Guarantor” and, collectively, the “Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-4 (the “Registration Statement”), with respect to 9% Senior Notes due 2018 in the aggregate principal amount of $460,000,000 (the “Original Notes”) in exchange for up to $460,000,000 in the aggregate principal amount of 9% Senior Notes due 2018 (the “Registered Notes”) of the Company to be issued under the Indenture, dated as of November 4, 2011, among the Company, the Guarantors, the other guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of November 5, 2011 and the Second Supplemental Indenture, dated as of November 5, 2011 (the “Indenture”), as contemplated by that certain Registration Rights Agreement, dated November 4, 2011, by the Company, the Guarantors and the other guarantors party thereto and Morgan Stanley & Co. LLC and TD Securities (USA) LLC as the representatives of the several initial purchasers of the Original Notes.  The Registered Notes will be guaranteed by the Guarantors and the other guarantors pursuant to guarantees contained in the Indentures (the “Guarantees”).  The Company, the Guarantors and the other guarantors party to the Indenture are sometimes referred to herein collectively as the “Issuers.”

In connection with this opinion letter, we have examined and relied upon the originals, or copies certified to our satisfaction, of the Registration Statement, the Indenture, the form of Registered Note and Guarantees set forth in the Indentures, the Registration Rights Agreement and such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

In rendering this opinion letter, we have assumed the genuineness and authenticity of all signatures; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; the legal capacity of natural persons.  As to all questions of fact material to this opinion letter that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Issuers. In addition, we have assumed that the Registered Notes will be executed and delivered substantially in the form examined by us.

On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that:

1.Each of the Guarantors is validly existing as a Florida limited partnership and in good standing under Florida law;

2.Each of the Guarantors has the limited partnership power to execute and deliver the Guarantee executed and delivered by each such Guarantor and perform its obligations thereunder; and

3.The Guarantee has been duly authorized by each of the Guarantors.

The opinions expressed herein are limited to the laws of the United States and the State of Florida. We express no opinion as to the effect on the matters covered by this opinion letter under the laws of any other jurisdiction.  We express no opinion as to the validity, binding effect or enforceability of any provision in the Registered Notes or the Indenture or the Guarantees to the extent it violates any applicable statute of limitations or the choice of forum for resolving disputes.  This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

We hereby consent to the inclusion of this opinion letter as Exhibit 5.3 to the Registration Statement.  In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,
LEONARD, STREET AND DEINARD
Professional Association
By	/s/ Thomas A. Jensen
	Thomas A. Jensen

2

EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

Atlantic Power Corporation

The following table sets forth ratio of earnings to fixed charges for the periods indicated below.

	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008		Year Ended December 31, 2007			Three Months Ended March 31, 2012
Earnings (loss) before taxes	$	(43,965	)	$	15,069		$	(54,179	)	$	34,541	$	(13,491	)	$	(55,505	)
Loss attributable to noncontrolling interest	(480		)	(103		)	—			—		—			(161		)
Distributions from equity investments	21,889			16,843			27,884			41,031		46,653			249
Fixed charges (from below)	46,051			29,361			74,498			60,984		57,523			29,069
	$	23,495		$	61,170		$	48,203		$	136,556	$	90,685		$	(26,348	)
Interest Expense
Project level interest	$	20,053		$	17,660		$	18,800		$	17,709	$	13,216		$	7,033
Corporate level interest	25,998			11,701			55,698			43,275		44,307			22,036
	$	46,051		$	29,361		$	74,498		$	60,984	$	57,523		$	29,069
Ratio of earnings	0.51			2.08			0.65			2.24		1.58			(0.91		)

Our ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For these purposes, “earnings” is the amount resulting from adding together earnings (loss) before taxes, fixed charges, and distributions from equity investments and subtracting losses attributable to noncontrolling interests. “Fixed charges” is the amount resulting from adding together project level interest and corporate level interest expenses.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Atlantic Power Corporation:

We consent to the use of our reports dated February 29, 2012, with respect to the consolidated balance sheets of Atlantic Power Corporation as of December 31, 2011 and 2010, and the related consolidated statements of operations, shareholders’ equity and cash flows for the two years then ended, and the related financial statement schedule “Schedule II Valuation and Qualifying Accounts,” and the effectiveness of internal control over financial reporting as of December 31, 2011, included herein and to the reference to our firm under the heading “Experts” in the registration statement on Form S-4.

/s/ KPMG LLP

May 18, 2012

EX-23.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the use in this Registration Statement on Form S-4 of Atlantic Power Corporation of our report dated March 16, 2011, except for the Restatement of Previously Issued Financial Statements section of Note 2, which is as of March 30, 2012, relating to the financial statements of Chambers Cogeneration Limited Partnership, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 18, 2012

QuickLinks

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accountants

The Board of Directors of Atlantic Power Corporation

We consent to the use of our report to the directors of Atlantic Power Corporation (the “Company”) on the consolidated statements of operations, shareholders’ equity and cash flows of the Company for the year ended December 31, 2009 and the financial statement schedule “Schedule II Valuation and Qualifying Accounts” dated April 12, 2010 except as to notes 4, 8 and 17 which are as of May 26, 2010 and as to notes 2(a) and 16, which are as of June 16, 2010 and as to note 19 which is as of February 27, 2012 and to the reference to our firm under the heading “Experts” in this Registration Statement on Form S-4.

Our audit report on the consolidated financial statements of the Company contains an explanatory paragraph stating that: on January 1, 2009, the Company adopted FASB ASC 805, Business Combinations.

/s/ KPMG LLP

Chartered Accountants, Licensed Public Accountants

Toronto, Canada

May 18, 2012

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated March 2, 2011, except as to notes 27 and 28, which are as of July 25, 2011, with respect to the consolidated balance sheets of Capital Power Income L.P. as of December 31, 2010, 2009 and 2008, and the related consolidated statements of income and loss, partners’ equity, comprehensive loss and cash flows for each of the years in the three-year period ended December 31, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Chartered Accountants

Edmonton, Canada

May 18, 2012

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.

EX-25.1

Exhibit 25.1

File No.      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Robert C. Fiedler

Vice President and Counsel

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8541

(Name, address and telephone number of agent for service)

ATLANTIC POWER CORPORATION(1)

(Exact name of obligor as specified in its charter)

British Columbia, Canada	55-0886410
(State of incorporation)	(I.R.S. employer identification no.)

200 Clarendon St., Floor 25
Boston, Massachusetts	02116
(Address of principal executive offices)	(Zip Code)

9% Senior Notes due 2018

Guarantees of 9% Senior Notes due 2018

(Title of the indenture securities)

(1)  SEE TABLE OF ADDITIONAL OBILOGRS

TABLE OF REGISTRANT OBLIGORS

Exact Name of Registrant Obligor as Specified in its Charter(1)	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Atlantic Auburndale LLC	Delaware	4900	N/A
Atlantic Cadillac Holdings, LLC	Delaware	4900	27-4273066
Atlantic Idaho Wind C, LLC	Delaware	4900	45-1605034
Atlantic Idaho Wind Holdings, LLC	Delaware	4900	27-3399080
Atlantic Oklahoma Wind, LLC	Delaware	4900	45-4407008
Atlantic Piedmont Holdings, LLC	Delaware	4900	27-3625805
Atlantic Power Generation, Inc.	Delaware	4900	68-0679361
Atlantic Power Holdings, Inc.	Delaware	4900	20-1530167
Atlantic Power Services, LLC	Delaware	4900	45-2821416
Atlantic Power Services Canada GP Inc.	Province of British Columbia, Canada	4900	N/A
Atlantic Power Services Canada LP	Province of Ontario, Canada	4900	N/A
Atlantic Power Transmission, Inc.	Delaware	4900	68-0679364
Atlantic Renewables Holdings, LLC	Delaware	4900	27-2798949
Auburndale GP, LLC	Delaware	4900	77-0605848
Aubundale LP, LLC	Delaware	4900	77-0605851
Badger Power Associates, L.P.	Delaware	4900	48-1105763
Badger Power Generation I LLC	Delaware	4900	48-1087469
Badger Power Generation II LLC	Delaware	4900	48-1087468
Baker Lake Hydro LLC	Delaware	4900	43-1531993
Atlantic Power Limited Partnership (formerly named Capital Power Income L.P.)	Province of Ontario, Canada	4900	N/A
Atlantic Power GP Inc. (formerly named CPI Income Services Ltd.)	Province of British Columbia, Canada	4900	N/A
Atlantic Power (US) GP (formerly named CPI Power (US) GP)	Delaware	4900	26-0413906
Curtis Palmer LLC	Delaware	4900	98-0421370
Dade Investment, L.P.	Delaware	4900	22-3392923
Epsilon Power Funding, LLC	Delaware	4900	04-3559960
Harbor Capital Holdings, LLC	Delaware	4900	27-2798899
Lake Cogen Ltd.	Florida	4900	22-3392919
Lake Investment, L.P.	Delaware	4900	22-3392922
NCP Dade Power LLC	Delaware	4900	33-0505981
NCP Gem LLC	Delaware	4900	33-0505980
NCP Lake Power LLC	Delaware	4900	33-0505977
NCP Pasco LLC	Delaware	4900	33-0505992
Olympia Hydro LLC	Delaware	4900	43-1532005
Orlando Power Generation I LLC	Delaware	4900	48-1120961
Orlando Power Generation II LLC	Delaware	4900	48-1120963
Pasco Cogen, Ltd.	Florida	4900	59-3100509
Teton East Coast Generation LLC	Delaware	4900	22-2579015
Teton New Lake, LLC	Delaware	4900	90-0181311
Teton Operating Services, LLC	Delaware	4900	N/A
Teton Power Funding, LLC	Delaware	4900	42-1620123
Teton Selkirk LLC	Delaware	4900	22-3340768

(1)The address and phone number of each Registrant Obligor is as follows:

c/o Atlantic Power Corporation
200 Clarendon St., Floor 25
Boston, Massachusetts 02116
(617) 977-2400

Item 1.           GENERAL INFORMATION.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

Item  2.AFFILIATIONS WITH THE OBLIGOR.  If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16.LIST OF EXHIBITS.  Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1.A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

2.The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

3.The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

4.A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

5.      Not applicable.

6.The consent of Trustee as  required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

7.Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

8.Not applicable.

9.Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Guilford and State of Connecticut on the 10th day of May, 2012.

WILMINGTON TRUST,
NATIONAL ASSOCIATION
By:	/s/ Joseph P. O’Donnell
Name:	Joseph P. O’Donnell
Title:	Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST.   The title of this association shall be Wilmington Trust, National Association.

SECOND.  The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

(1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

(2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by

resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH.              There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1)           The name and address of each proposed nominee.

(2)           The principal occupation of each proposed nominee.

(3)           The total number of shares of capital stock of the association that will be voted for each proposed nominee.

(4)           The name and residence address of the notifying shareholder.

(5)           The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH.   The authorized amount of capital stock of this association shall be three million (3,000,000) shares of common stock of the par value of one dollar ($1.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares.

Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date

for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH.  The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

(1)           Define the duties of the officers, employees, and agents of the association.

(2)           Delegate the performance of its duties, but not the responsibility for its duties, to

the officers, employees, and agents of the association.

(3)Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4)Dismiss officers and employees.

(5)Require bonds from officers and employees and to fix the penalty thereof.

(6)Ratify written policies authorized by the association’s management or committees of the board.

(7)Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

(8)Manage and administer the business and affairs of the association.

(9)Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

(10)Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

(11)Make contracts.

(12)Generally perform all acts that are legal for a board of directors to perform.

SEVENTH.           The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH.The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH.The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special

meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH.                 For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action orproceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an

undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such

institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH.        These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of

directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the

meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1)           The name and address of each proposed nominee;

(2)           The principal occupation of each proposed nominee;

(3)           The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4)           The name and residence of the notifying shareholder; and

(5)           The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded

by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time

to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the

board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for

that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine. However, a committee may not:

(1)Authorize distributions of assets or dividends;

(2)Approve action required to be approved by shareholders;

(3)Fill vacancies on the board of directors or any of its committees;

(4)Amend articles of association;

(5)Adopt, amend or repeal bylaws; or

(6)Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the

basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive

powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law,

regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. annually or more often. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made and does not vest in the association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

(1)           The types of nominees to which it applies;

(2)           The rights or privileges that the association recognizes in a beneficial owner;

(3)           How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4)           The information that must be provided when the procedure is selected;

(5)           The period over which the association will continue to recognize the beneficialowner as the shareholder;

(6)           Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year. 

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds,  conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions,  settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other  instruments or documents may be signed, executed, acknowledged, verified, delivered or  accepted on behalf of the association by the chairperson of the board, or the president, or any  vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary  powers of the association, by any of those offices or by any trust officer. Any such instruments  may also be executed, acknowledged, verified, delivered or accepted on behalf of the association  in such other manner and by such other officers as the board of directors may from time to time  direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all  meetings of the shareholders, the board of directors, and standing committees of the board of  directors shall be recorded in appropriate minute books provided for that purpose. The minutes  of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as  secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification.

For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of

directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language

accompany any such change.

I,                          , certify that:  (1) I am the duly constituted (secretary or treasurer) of                                              and secretary of its board of directors, and as such officer am the official custodian of its records;  (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this               day of                                         .

(Secretary or Treasurer)

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	WILMINGTON TRUST,
	NATIONAL ASSOCIATION
Dated: May 10, 2012	By:	/s/ Joseph P. O’Donnell
	Name: Joseph P. O’Donnell
	Title: Vice President

EXHIBIT 7

REPORT OF CONDITION

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on December 31, 2011:

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:	346,964
Securities:	25,961
Federal funds sold and securities purchased under agreement to resell:	0
Loans and leases held for sale:	0
Loans and leases net of unearned income, allowance:	637,423
Premises and fixed assets:	15,199
Other real estate owned:	96
Investments in unconsolidated subsidiaries and associated companies:	0
Direct and indirect investments in real estate ventures:	0
Intangible assets:	11,906
Other assets:	70,654
Total Assets:	1,108,203

LIABILITIES	Thousands of Dollars
Deposits	410,436
Federal funds purchased and securities sold under agreements to repurchase	174,000
Other borrowed money:	0
Other Liabilities:	134,488
Total Liabilities	718,924

EQUITY CAPITAL	Thousands of Dollars
Common Stock	1,000
Surplus	380,538
Retained Earnings	19,055
Accumulated other comprehensive income	(11,314	)
Total Equity Capital	389,279
Total Liabilities and Equity Capital	1,108,203

EX-99.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

LETTER OF TRANSMITTAL

Relating to

ATLANTIC POWER CORPORATION

Exchange Offer for

Up to $460,000,000 Principal Amount Outstanding
of 9% Senior Notes due 2018
for a Like Principal Amount of
Registered 9% Senior Notes due 2018
pursuant to the Prospectus dated                        ,

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON                        , 2012, UNLESS EXTENDED (such date and time, as they may be extended, the "Expiration Date").

The Exchange Agent for the Exchange Offer is:

WILMINGTON TRUST, NATIONAL ASSOCIATION

By registered or certified mail, overnight delivery:

Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-1626
Attention: Corporate Capital Market Services—Atlantic Power Corporation
For Information or Request for Materials Call:
(302) 636-6181

        This document relates to the exchange offer (the "Exchange Offer") made by Atlantic Power Corporation (the "Issuer") to exchange its 9% Senior Notes due 2018 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 9% Senior Notes due 2018 (the "Old Notes"). The Exchange Offer is described in the prospectus dated                        2012 (the "Prospectus") and in this Letter of Transmittal (the "Letter of Transmittal"). Therefore you are urged to read carefully the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the "terms and conditions."

        The terms of the Exchange Notes are identical (including terms relating to principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except for the elimination of certain transfer restrictions, registration rights and additional interest provisions relating to the Old Notes. The Exchange Notes will bear different CUSIP numbers from the Old Notes.

        Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

        This Letter of Transmittal is to be used by holders of the Old Notes. Tender of Old Notes is to be made using the Automated Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering Old Notes Through Brokers and Banks." DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's DTC account. DTC will then send a computer-generated message known as an "agent's message" to the Exchange Agent for its acceptance.

For you to validly tender your Old Notes in the Exchange Offer, the Exchange Agent must receive, prior to the Expiration Date, an agent's message under the ATOP procedures that confirms that:

•

DTC has received your instructions to tender your Old Notes; and

•

You agree to be bound by the terms of this Letter of Transmittal.

        By using the ATOP procedures to tender Old Notes, you will not be required to deliver this Letter of Transmittal to the Exchange Agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it.

        Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Old Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Old Notes are held of record by DTC.

2

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Old Notes credited by the undersigned to the Exchange Agent's account at DTC using ATOP. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title, and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer in connection with the Exchange Offer) to cause the Old Notes to be assigned, transferred, and exchanged.

        By tendering Old Notes in the Exchange Offer, the undersigned represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned and any beneficial owner of the Old Notes tendered further represent and warrant that:

          (i)  neither the undersigned nor any beneficial owner of the Old Notes is an "affiliate" (as defined in Rule 405 under the Securities Act) of the Issuer;

         (ii)  neither the undersigned nor any beneficial owner of the Old Notes is engaged in or intends to engage in, and has no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes;

        (iii)  any Exchange Notes to be acquired by the undersigned and any beneficial owner of the Old Notes pursuant to the exchange offer will be acquired in the ordinary course of business of the person receiving such Exchange Notes; and

        (iv)  the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations.

        If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it represents and warrants that it will comply with the applicable provisions of the Securities Act with respect to any resale of the Exchange Notes.

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Old Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Issuer or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old Notes from the Issuer to resell pursuant to Rule 144A under

3

the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

        The undersigned and each beneficial owner acknowledge and agree that any person who is an affiliate of the Issuer or who tenders in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction of the Exchange Notes acquired by such person and may not rely on the position of the staff of the Securities and Exchange Commission set forth in the no action letters discussed in the Prospectus under the caption "The Exchange Offer—Purpose of the Exchange Offer." The undersigned and each beneficial owner will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby.

        For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted validly tendered Old Notes when the Issuer has given oral or written notice to the Exchange Agent.

        If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer because of an invalid tender, the occurrence of certain other events set forth in the Prospectus or otherwise, any such unaccepted Old Notes will be returned, without expense, to the undersigned's account at DTC or such other account as designated herein, pursuant to the book-entry transfer procedures described in the Prospectus, promptly after the Exchange Offer terminates or expires.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

        The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer—Procedures for Tendering Old Notes Through Brokers and Banks" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal Rights."

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING:

Name(s)

Address

        By crediting the Old Notes to the Exchange Agent's account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

4

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

1.     Book-Entry Confirmations.

        Any confirmation of a book-entry transfer to the Exchange Agent's account at DTC of Old Notes tendered by book-entry transfer, as well as an agent's message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth on the cover page of this Letter of Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date.

2.     Validity of Tenders.

        The Issuer will determine all questions about validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered Old Notes, and the Issuer's reasonable determination will be final and binding. The Issuer reserves the absolute right to (1) reject any and all tenders of any particular Old Note not properly tendered; (2) refuse to accept any Old Note if, in the Issuer's reasonable judgment or the judgment of the Issuer's counsel, the acceptance would be unlawful; and (3) waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes before the expiration of the offer. The Issuer's interpretation of the terms and conditions of the Exchange Offer, including the instructions in this Letter of Transmittal, will be final and binding on all parties. All defects or irregularities in connection with tenders of Old Notes must be cured as the Issuer will reasonably determine. Neither the Issuer, the Exchange Agent nor any other person will incur any liability for failure to notify the holder of any defect or irregularity with respect to the holder's tender of Old Notes. Tenders of Old Notes will not be deemed made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder through the facilities of DTC as soon as practicable after the Expiration Date.

3.     Waiver of Conditions.

        The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

4.     No Conditional Tender.

        No alternative, conditional, irregular or contingent tender of Old Notes will be accepted.

5.     Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and the Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above. Holders may also contact their commercial bank, broker, dealer, trust company or other nominee for assistant concerning the Exchange Offer.

6.     Withdrawal.

        Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal to be effective you must comply with the appropriate ATOP procedures. Any notice of withdrawal must specify the name and number of the account at DTC to be

5

credited with withdrawn Old Notes and otherwise comply with the ATOP procedures. For more information, see the section of the Prospectus entitled "The Exchange Offer—Withdrawal Rights."

7.     Transfer Taxes.

        Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct the Issuer to register Exchange Notes in the name of, or request that Old Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder will be responsible for paying any applicable transfer tax on those Old Notes.

        IMPORTANT:    BY USING THE ATOP PROCEDURES TO TENDER OLD NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

6

QuickLinks

Exhibit 99.1

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.2

ATLANTIC POWER CORPORATION

Exchange Offer for

Up to $460,000,000 Principal Amount Outstanding
of 9% Senior Notes due 2018
for a Like Principal Amount of
Registered 9% Senior Notes due 2018
pursuant to the Prospectus dated                        ,         

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON                        , 2012, UNLESS EXTENDED.

                        , 2012

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        Atlantic Power Corporation (the "Issuer") is offering, upon the terms and subject to the conditions set forth in the prospectus dated                        , 2012 (the "Prospectus") and the accompanying Letter of Transmittal enclosed herewith (which together constitute the "Exchange Offer") to exchange its 9% Senior Notes due 2018 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 9% Senior Notes due 2018 (the "Old Notes"). As set forth in the Prospectus, the terms of the Exchange Notes are identical to the Old Notes, except that the Exchange Notes have been registered under the Securities Act, and therefore will not bear legends restricting their transfer, will not contain certain provisions providing for the payment of additional interest to the holders of the Old Notes under certain circumstances described in the Registration Rights Agreement, dated November 4, 2011, among the Issuer and the other guarantors listed therein and the initial purchasers of $460,000,000 of the Old Notes (the "Registration Rights Agreement") and will not be entitled to registration rights which the Old Notes are entitled to under the Registration Rights Agreement.

THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE "THE EXCHANGE OFFER—CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.

        Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

        1.     The Prospectus, dated                        ;

        2.     The Letter of Transmittal for your information and for the information of your clients; and

        3.     A form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer.

        YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2012, UNLESS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE.

        In all cases, exchange of Old Notes accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) confirmation of book-entry transfer of such Old Notes, (b) an agent's message and (c) any other required documents.

        The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Old Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

        The Issuer will not pay any fees or commissions to brokers, dealers or other persons for soliciting exchange of notes pursuant to the Exchange Offer. The Issuer will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. The Issuer will pay or cause to be paid any transfer taxes payable on the transfer of notes to them except as otherwise provided in Instruction 7 of the Letter of Transmittal.

        Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent by telephone at (302) 636-6181.

Very truly yours,

Atlantic Power Corporation

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF THE ISSUER OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF THE ISSUER IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

2

QuickLinks

Exhibit 99.2

ATLANTIC POWER CORPORATION Exchange Offer for Up to $460,000,000 Principal Amount Outstanding of 9% Senior Notes due 2018 for a Like Principal Amount of Registered 9% Senior Notes due 2018 pursuant to the Prospectus dated ,
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2012, UNLESS EXTENDED.

EX-99.3

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.3

ATLANTIC POWER CORPORATION

Exchange Offer for

Up to $460,000,000 Principal Amount Outstanding
of 9% Senior Notes due 2018
for a Like Principal Amount of
Registered 9% Senior Notes due 2018
pursuant to the Prospectus dated                        , 2012

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON                        , 2012, UNLESS EXTENDED.

                        , 2012

To Our Clients:

        Enclosed for your consideration is a prospectus dated                        , 2012 (the "Prospectus") and a Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by Atlantic Power Corporation (the "Issuer") to exchange its registered 9% Senior Notes due 2018 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 9% Senior Notes due 2018 (the "Old Notes"). As set forth in the Prospectus, the terms of the Exchange Notes are identical to the Old Notes, except that the Exchange Notes have been registered under the Securities Act, and therefore will not bear legends restricting their transfer, will not contain certain provisions providing for the payment of additional interest to the holders of the Old Notes under certain circumstances described in the Registration Rights Agreement, dated November 4, 2011, among the Issuer and the other guarantors listed therein and the initial purchasers of $460,000,000 of the Old Notes (the "Registration Rights Agreement") and will not be entitled to registration rights which the Old Notes are entitled to under the Registration Rights Agreement.

        The enclosed material is being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. An exchange of any Old Notes may only be made by us as the registered Holder and pursuant to your instructions. Therefore, we urge beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish for us to exchange any or all such Old Notes held by us for your account or benefit, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to exchange your Old Notes.

        Your instructions to us should be forwarded as promptly as possible in order to permit us to exchange Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer expires at 5:00 p.m., New York City time, on                        , 2012, unless extended. The term "Expiration Date" shall mean 5:00 p.m., New York City time, on                         , 2012, unless the Exchange Offer is extended as provided in the Prospectus, in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended. A tender of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

        Your attention is directed to the following:

        1.     The Issuer will issue a like principal amount of Exchange Notes in exchange for the principal amount of Old Notes surrendered pursuant to the Exchange Offer, of which $460,000,000 aggregate principal amount of 9% Senior Notes due 2018 were outstanding as of the date of the Prospectus. The terms of the Exchange Notes are identical in all respects to the Old Notes, except that the Exchange Notes have been registered under the Securities Act, and therefore will not bear legends restricting their transfer, will not contain certain provisions providing for the payment of

additional interest to the holders of the Old Notes under certain circumstances described in the Registration Rights Agreement and will not be entitled to registration rights which the Old Notes are entitled to under the Registration Rights Agreement.

        2.     THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE "THE EXCHANGE OFFER—CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.

        3.     The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on                        , 2012, unless extended.

        4.     The Issuer has agreed to pay the expenses of the Exchange Offer.

        5.     Any transfer taxes incident to the transfer of Old Notes from the tendering Holder to us will be paid by the Issuer, except as provided in the Prospectus and the Letter of Transmittal.

        The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Old Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

        If you wish us to tender any or all of your Old Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to exchange Old Notes held by us and registered in our name for your account or benefit.

2

INSTRUCTIONS

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer of Atlantic Power Corporation.

        This will instruct you to tender for exchange the aggregate principal amount of Old Notes indicated below (or, if no aggregate principal amount is indicated below, all Old Notes) held by you for the account or benefit of the undersigned, pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal.

        Aggregate Principal Amount of Old Notes to be tendered for exchange:

$                

        * I(we) understand that if I(we) sign this instruction form without indicating an aggregate principal amount of Old Notes in the space above, all Old Notes held by you for my (our) account will be tendered for exchange.

Signature(s)

Capacity (full title), if signing in a fiduciary or representative capacity

Name(s) and address, including zip code:

Date                        

Area Code and Telephone Number

Taxpayer Identification or Social Security No.

3

QuickLinks

Exhibit 99.3

ATLANTIC POWER CORPORATION Exchange Offer for Up to $460,000,000 Principal Amount Outstanding of 9% Senior Notes due 2018 for a Like Principal Amount of Registered 9% Senior Notes due 2018 pursuant to the Prospectus dated , 2012 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2012, UNLESS EXTENDED.
INSTRUCTIONS

XML

Goodwill, transmission system rights and other intangible assets and liabilities (Tables)

12 Months Ended

Dec. 31, 2011

Goodwill, transmission system rights and other intangible assets and liabilities

Schedule of changes in the carrying amount of goodwill

	Northeast		Northwest		Southwest		Un-allocated Corporate		Total
Balance at December 31, 2009	$	—	$	—	$	8,918	$	—	$	8,918
Acquisition of businesses		—		—		—		3,535		3,535
Balance at December 31, 2010		—		—		8,918		3,535		12,453
Acquisition of businesses		135,268		138,263		57,602		—		331,133
Balance at December 31, 2011	$	135,268	$	138,263	$	66,520	$	3,535	$	343,586

Schedule of components of intangible assets subject to amortization

				Other Intangible Assets, Net
	Transmission System Rights			Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2011	$	231,669		$	639,699		$	33,845		$	1,786	$	675,330
Foreign currency translation adjustment		—			(877	)		—			—		(877	)
Less: accumulated amortization		(51,387	)		(63,908	)		(26,271	)		—		(90,179	)
Net carrying amount, December 31, 2011	$	180,282		$	574,914		$	7,574		$	1,786	$	584,274

			Power Purchase and Fuel Supply Agreement Liabilities, Net
	Transmission System Rights		Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2011	$	—	$	(35,288	)	$	(38,106	)	$	—	$	(73,394	)
Foreign currency translation adjustment		—		127			121			—		248
Less: accumulated amortization		—		398			973			—		1,371
Net carrying amount, December 31, 2011	$	—	$	(34,763	)	$	(37,012	)	$	—	$	(71,775	)

				Other Intangible Assets, Net
	Transmission System Rights			Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2010	$	231,669		$	110,470		$	33,845		$	1,147	$	145,462
Less: accumulated amortization		(43,535	)		(39,190	)		(17,810	)		—		(57,000	)
Net carrying amount, December 31, 2010	$	188,134		$	71,280		$	16,035		$	1,147	$	88,462

Schedule of amortization of intangible assets

	2011		2010		2009
Transmission system rights	$	7,852	$	7,849	$	7,849
Power purchase agreements		24,021		12,411		12,406
Fuel supply agreements		7,091		8,461		9,468
Total amortization	$	38,964	$	28,721	$	29,723

Schedule of estimated future amortization for the next five years

Year Ended December 31,	Transmission System Rights		Power Purchase Agreements		Fuel Supply Agreements
2012	$	7,849	$	69,039	$	1,722
2013		7,849		66,218		(5,852	)
2014		7,849		55,282		(5,852	)
2015		7,849		55,282		(5,852	)
2016		7,849		55,282		(5,852	)

XML

Segment and geographic information (Details 2) (Revenues, net, Consolidated revenue)	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Progress Energy Florida (PEF)
Consolidated revenue concentration
Percentage of consolidated revenue	40.10%	52.00%	71.70%	78.00%	71.10%
California Independent System Operator
Consolidated revenue concentration
Percentage of consolidated revenue		10.60%	14.20%	15.90%	17.30%
Ontario Electricity Financial Corp (OEFC)
Consolidated revenue concentration
Percentage of consolidated revenue	28.50%

XML

Basic and diluted earnings (loss) per share

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Basic and diluted earnings (loss) per share

Basic and diluted earnings (loss) per share

10. Basic and diluted earnings (loss) per share

        Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average common shares outstanding during their respective period. Diluted earnings (loss) per share is computed including dilutive potential shares as if they were outstanding shares during the year. Dilutive potential shares include shares that would be issued if all of the convertible debentures were converted into shares at January 1, 2012. Dilutive potential shares also include the weighted average number of shares, as of the date such notional units were granted, that would be issued if the unvested notional units outstanding under the LTIP were vested and redeemed for shares under the terms of the LTIP.

        The following table sets forth the diluted net income and potentially dilutive shares utilized in the per share calculation for the three months ended March 31, 2012 and 2011:

	2012			2011
Numerator:
Net income (loss) attributable to Atlantic Power Corporation	$	(42,292	)	$	6,136
Denominator:
Weighted average basic shares outstanding		113,578			67,654
Dilutive potential shares:
Convertible debentures		13,252			14,809
LTIP notional units		478			517
Potentially dilutive shares		127,308			82,980
Diluted EPS	$	(0.37	)	$	0.09

        Potentially dilutive shares from convertible debentures and potentially dilutive shares from LTIP notional units have been excluded from fully diluted shares in the three months ended March 31, 2012 because their impact would be anti-dilutive. Potentially dilutive shares from convertible debentures have been excluded from fully diluted shares in the three-month period ended March 31, 2011 because their impact would be anti-dilutive.

18. Basic and diluted earnings (loss) per share

        Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average common shares outstanding during their respective period. Diluted earnings (loss) per share is computed including dilutive potential shares as if they were outstanding shares during the year. Dilutive potential shares include shares that would be issued if all of the convertible debentures were converted into shares at January 1, 2011. Dilutive potential shares also include the weighted average number of shares, as of the date such notional units were granted, that would be issued if the unvested notional units outstanding under the LTIP were vested and redeemed for shares under the terms of the LTIP.

        Because we reported a loss for the years ended December 31, 2011, 2010 and 2009, diluted earnings per share are equal to basic earnings per share as the inclusion of potentially dilutive shares in the computation is anti-dilutive.

        The following table sets forth the diluted net income and potentially dilutive shares utilized in the per share calculation for the years ended December 31, 2011, 2010 and 2009:

	2011			2010			2009
Numerator:
Net loss attributable to Atlantic Power Corporation	$	(38,408	)	$	(3,752	)	$	(38,486	)
Denominator:
Weighted average basic shares outstanding		77,466			61,706			60,632
Dilutive potential shares:
Convertible debentures		13,962			12,339			5,095
LTIP notional units		438			542			476
Potentially dilutive shares		91,866			74,587			66,203
Diluted EPS	$	(0.50	)	$	(0.06	)	$	(0.63	)

        Potentially dilutive shares from convertible debentures and potentially dilutive shares from LTIP notional units have been excluded from fully diluted shares in the years ended December 31, 2011, 2010 and 2009 because their impact would be anti-dilutive.

XML

Summary of significant accounting policies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Y	Dec. 31, 2010	Dec. 31, 2009
Deferred financing costs
Net carrying amount of deferred financing cost	$ 40.7	$ 16.7
Amortization expenses	$ 1.3	$ 1.2	$ 14.6
Property, plant and equipment
Estimated useful lives, minimum (in years)	1
Estimated useful lives, maximum (in years)	45
Transmission system rights
Transmission system rights
Right to use percentage of Path 15 transmission line in California	72.00%
Regulatory life (in years)	30
Capitalized maintenance costs
Property, plant and equipment
Estimated useful lives, minimum (in years)	3
Estimated useful lives, maximum (in years)	6
Maximum
Cash and cash equivalents
Original maturity period at the time of purchase by the entity for liquid investments to be classified as cash and cash equivalents (in days)	90
Deferred financing costs
Amortization period (in years)	28
Impairment of long-lived assets, non-amortizing intangible assets and equity method investments
Maximum percentage of ownership in entities in which consolidation is not required	50.00%
Minimum
Deferred financing costs
Amortization period (in years)	5

XML

Basic and diluted earnings (loss) per share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Basic and diluted earnings (loss) per share

Schedule of diluted net income and potentially dilutive shares utilized in the per share calculation

	2012			2011
Numerator:
Net income (loss) attributable to Atlantic Power Corporation	$	(42,292	)	$	6,136
Denominator:
Weighted average basic shares outstanding		113,578			67,654
Dilutive potential shares:
Convertible debentures		13,252			14,809
LTIP notional units		478			517
Potentially dilutive shares		127,308			82,980
Diluted EPS	$	(0.37	)	$	0.09

	2011			2010			2009
Numerator:
Net loss attributable to Atlantic Power Corporation	$	(38,408	)	$	(3,752	)	$	(38,486	)
Denominator:
Weighted average basic shares outstanding		77,466			61,706			60,632
Dilutive potential shares:
Convertible debentures		13,962			12,339			5,095
LTIP notional units		438			542			476
Potentially dilutive shares		91,866			74,587			66,203
Diluted EPS	$	(0.50	)	$	(0.06	)	$	(0.63	)

XML

Accounting for derivative instruments and hedging activities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Accounting for derivative instruments and hedging activities

Schedule of notional volumes of forecasted transactions

	Units	March 31, 2012		December 31, 2011
Natural gas swaps	Natural gas (Mmbtu)		12,870		14,140
Gas purchase agreements	Natural gas (GJ)		31,785		33,957
Interest rate swaps	Interest (US$)	$	51,376	$	52,711
Currency forwards	Cdn$	$	248,986	$	312,533

	Units	December 31, 2011		December 31, 2010
Natural gas swaps	Natural gas (Mmbtu)		14,140		15,540
Interest rate swaps	Interest (US$)	$	52,711	$	44,228
Currency forwards	Cdn$	$	312,533	$	219,800

Schedule of fair value of derivative instruments

	March 31, 2012
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,747
Interest rate swaps long-term		—		4,627
Total derivative instruments designated as cash flow hedges		—		6,374
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,755
Interest rate swaps long-term		—		7,919
Foreign currency forward contracts current		10,610		—
Foreign currency forward contracts long-term		16,589		—
Natural gas swaps current		—		16,706
Natural gas swaps long-term		—		19,838
Gas purchase agreements current		—		28,960
Gas purchase agreements long-term		—		77,351
Total derivative instruments not designated as cash flow hedges		27,199		153,529
Total derivative instruments	$	27,199	$	159,903

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

	December 31, 2010
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	2,124
Interest rate swaps long-term		—		2,626
Total derivative instruments designated as cash flow hedges		—		4,750
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		1,286
Interest rate swaps long-term		3,299		2,000
Foreign currency forward contracts current		8,865		—
Foreign currency forward contracts long-term		14,585		—
Natural gas swaps current		—		6,599
Natural gas swaps long-term		—		16,917
Total derivative instruments not designated as cash flow hedges		26,749		26,802
Total derivative instruments	$	26,749	$	31,552

Schedule of changes in OCI attributable to derivative financial instruments

For the three month period ended March 31, 2012	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Change in fair value of cash flow hedges		15			—			15
Realized from OCI during the period		287			(57	)		230
Accumulated OCI balance at March 31, 2012	$	(1,402	)	$	264		$	(1,138	)

For the three month period ended March 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		721			—			721
Realized from OCI during the period		(360	)		(89	)		(449	)
Accumulated OCI balance at March 31, 2011	$	(66	)	$	593		$	527

For the year ended December 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2011	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		(2,647	)		—			(2,647	)
Realized from OCI during the period		1,370			(361	)		1,009
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Gains (losses) expected to be realized from OCI in the next 12 months, net of $471 tax	$	936		$	(230	)	$	706

For the year ended December 31, 2010	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2010	$	(538	)	$	(321	)	$	(859	)
Change in fair value of cash flow hedges		(360	)		—			(360	)
Realized from OCI during the period		471			1,003			1,474
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255

For the year ended December 31, 2009	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2009	$	(501	)	$	(2,635	)	$	(3,136	)
Change in fair value of cash flow hedges		(565	)		(1,985	)		(2,550	)
Realized from OCI during the period		528			4,299			4,827
Accumulated OCI balance at December 31, 2009	$	(538	)	$	(321	)	$	(859	)

Unrealized gains and losses

Gains and losses for derivative instruments

Schedule of (gains) and losses for derivative instruments not designated as cash flow hedges

The following table summarizes realized (gains) and losses for derivative instruments not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Fuel	$	4,815		$	2,476
Gas purchase agreements	Fuel		10,829			—
Foreign currency forwards	Foreign exchange (gain) loss		(11,930	)		(2,537	)
Interest rate swaps	Interest, net		1,157			976

        The following table summarizes the unrealized gains and (losses) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Change in fair value of derivatives	$	1,795		$	2,883
Gas purchase agreements	Change in fair value of derivatives		57,877			—
Interest rate swaps	Change in fair value of derivatives		(1,550	)		678
		$	58,122		$	4,239
Foreign currency forwards	Foreign exchange (gain) loss	$	5,210		$	(3,436	)

	Classification of (gain) loss recognized in income
		2011		2010			2009
Natural gas swaps	Change in fair value of derivatives	$	10,540	$	17,470		$	(7,182	)
Interest rate swaps	Change in fair value of derivatives		12,236		(3,423	)		369
		$	22,776	$	14,047		$	(6,813	)
Forward currency forwards	Foreign exchange (gain) loss	$	14,211	$	(3,542	)	$	(31,138	)

XML

Fair value of financial instruments (Details 2) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Assets:
Restricted cash	$ 27,761,000		$ 21,412,000	$ 15,744,000
Derivative instruments asset				26,749,000
Liabilities:
Derivative instruments liability				31,552,000
Foreign exchange loss	(986,000)	658,000	(13,838,000)	1,014,000	(20,506,000)
Credit valuation adjustments
Liabilities:
Net increase in fair value	27,100,000		5,800,000	600,000
Pre-tax gain in other comprehensive income	600,000		900,000	200,000
Gain in change in fair value of derivatives	26,600,000		5,100,000	500,000
Credit valuation adjustments | Foreign currency forward contracts
Liabilities:
Foreign exchange loss	(100,000)		(200,000)	(100,000)
Recurring | Level 1
Assets:
Cash and cash equivalents	106,609,000		60,651,000	45,497,000
Restricted cash	27,761,000		21,412,000	15,744,000
Total	134,370,000		82,063,000	61,241,000
Recurring | Level 2
Assets:
Derivative instruments asset	27,199,000		32,414,000	26,749,000
Total	27,199,000		32,414,000	26,749,000
Liabilities:
Derivative instruments liability	159,903,000		53,762,000	31,552,000
Total	159,903,000		53,762,000	31,552,000
Recurring | Total
Assets:
Cash and cash equivalents	106,609,000		60,651,000	45,497,000
Restricted cash	27,761,000		21,412,000	15,744,000
Derivative instruments asset	27,199,000		32,414,000	26,749,000
Total	161,569,000		114,477,000	87,990,000
Liabilities:
Derivative instruments liability	159,903,000		53,762,000	31,552,000
Total	$ 159,903,000		$ 53,762,000	$ 31,552,000

XML

Basic and diluted earnings (loss) per share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Basic and diluted earnings (loss) per share

Schedule of diluted net income and potentially dilutive shares utilized in the per share calculation

	2012			2011
Numerator:
Net income (loss) attributable to Atlantic Power Corporation	$	(42,292	)	$	6,136
Denominator:
Weighted average basic shares outstanding		113,578			67,654
Dilutive potential shares:
Convertible debentures		13,252			14,809
LTIP notional units		478			517
Potentially dilutive shares		127,308			82,980
Diluted EPS	$	(0.37	)	$	0.09

	2011			2010			2009
Numerator:
Net loss attributable to Atlantic Power Corporation	$	(38,408	)	$	(3,752	)	$	(38,486	)
Denominator:
Weighted average basic shares outstanding		77,466			61,706			60,632
Dilutive potential shares:
Convertible debentures		13,962			12,339			5,095
LTIP notional units		438			542			476
Potentially dilutive shares		91,866			74,587			66,203
Diluted EPS	$	(0.50	)	$	(0.06	)	$	(0.63	)

XML

Summary of significant accounting policies (Details 2) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Y swap
Derivative financial instruments
Number of interest rate swaps designated as cash flow hedges	2
Revenue Recognition
Period of occurrence for rate-making process (in years)	3
Long-term incentive plan
Long-term incentive plan
Cliff vesting period (in years)	3 years
Vesting period on ratable basis prior to amendment (in years)	3 years
Portion of vested notional units expected to be redeemed in cash	0.33
Portion of vested notional units expected to be redeemed in shares	0.67
Long-term incentive plan | Maximum
Long-term incentive plan
Vesting percentage of notional units	150.00%
Aggregate number of shares which may be issued from treasury	1.3

XML

Long-term incentive plan (Details) (Long-term incentive plan, USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012 Y	Dec. 31, 2011 Y	Dec. 31, 2010 Y	Dec. 31, 2009
Long-term incentive plan
Units
Outstanding at the beginning of the period (in shares)	485,781	600,981	471,280	263,592
Granted (in shares)	209,009	216,110	305,112	267,408
Additional shares from dividends	8,172	36,204	46,854	49,540
Forfeitures (in shares)		103,991
Vested and redeemed (in shares)	(231,687)	(263,523)	(222,265)	(109,260)
Outstanding at the end of the period (in shares)	471,275	485,781	600,981	471,280
Grant Date Weighted Average Fair Value per Unit
Outstanding at the beginning of the period (in dollars per share)	$ 11.49	$ 10.28	$ 7.30	$ 9.76
Granted (in dollars per share)	$ 14.65	$ 14.02	$ 13.29	$ 5.76
Additional shares from dividends (in dollars per share)	$ 12.02	$ 11.04	$ 9.54	$ 7.80
Forfeitures (in dollars per share)		$ 11.55
Vested and redeemed (in dollars per share)	$ 10.10	$ 9.40	$ 7.94	$ 9.71
Outstanding at the end of the period (in dollars per share)	$ 13.81	$ 11.49	$ 10.28	$ 7.30
Fair value of outstanding notional units		$ 6.4	$ 7.8
Compensation expense related to LTIP		3.2	4.5	2.2
Cash payments made for vested notional units		$ 1.5	$ 2.8	$ 0.3
Assumptions for calculation of simulated total shareholder return under the Monte Carlo model
Weighted average risk free rate of return, minimum (as a percent)	0.19%	0.15%
Weighted average risk free rate of return, maximum (as a percent)	0.51%	0.28%
Weighted average risk free rate of return (as a percent)			0.71%
Dividend yield (as a percent)	8.30%	7.90%	9.39%
Expected volatility Company (as a percent)	22.20%	22.20%	40.00%
Low end of the range of expected volatility of peer companies (as a percent)		17.30%	25.00%
High end of the range of expected volatility of peer companies (as a percent)		112.90%	55.00%
Weighted average remaining measurement period (in years)	1.92	0.87	1.43

XML

Acquisitions and divestitures

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Acquisitions and divestments

Acquisitions and divestitures

2. Acquisitions and divestitures

2012 Acquisition

        On January 31, 2012, Atlantic Oklahoma Wind, LLC ("Atlantic OW"), a Delaware limited liability company and our wholly owned subsidiary, entered into a purchase and sale agreement with Apex Wind Energy Holdings, LLC, a Delaware limited liability company ("Apex"), pursuant to which Atlantic OW acquired a 51% interest in Canadian Hills Wind, LLC, an Oklahoma limited liability company ("Canadian Hills") for a nominal sum. Canadian Hills is the owner of a 298.45 MW wind energy project under construction in the state of Oklahoma. On March 30, 2012, we completed the purchase of an additional 48% interest in the Canadian Hills for a nominal amount, bringing our total interest in the project to 99%. Apex retained a 1% interest in the project. We also closed on a $310 million non-recourse, project-level construction financing facility for the project, which includes a $290 million construction loan and a $20 million 5-year letter of credit facility. The construction loan is structured to be repaid by a tax equity investment, in which we are actively pursuing, when Canadian Hills commences commercial operations. We are committed to investing approximately $180 million of equity (net of financing costs) following the funding of the construction financing. The acquisition of Canadian Hills was accounted for as an asset purchase and is consolidated in our consolidated balance sheet at March 31, 2012.

Purchase Accounting Adjustment

        In the three months ended March 31, 2012, we recorded an adjustment to intangible assets for PPAs and fuel supply agreement liabilities that resulted from our acquisition of Atlantic Power Limited Partnership, formerly Capital Power Income L.P. (the "Partnership") on November 5, 2011. The fair values of these assets acquired and liabilities assumed were refined based upon further analysis as the purchase price allocation at December 31, 2011 was preliminary. Fair values were determined by applying an income approach using the discounted cash flow method. These measurements were based on significant inputs not observable in the market and thus represent a Level 3 fair value measurement. As a result of the adjustment, intangible assets increased by $26.0 million and fuel supply agreement liabilities increased by $26.0 million in the three months ended March 31, 2012.

2012 Divestiture

        On February 16, 2012, we entered into an agreement with Primary Energy Recycling Corporation ("Primary Energy" or "PERC"), whereby PERC agreed to purchase our 7,462,830.33 common membership interests in Primary Energy Recycling Holdings, LLC ("PERH") (14.3% of PERH total interests) for approximately $24 million, plus a management agreement termination fee of approximately $6.1 million, for a total sale price of $30.1 million. The agreed upon price for our private interest in PERH was established as of December 19, 2011 and represented a 16% discount to the 60-day volume weighted average trading price of PERH's common shares at that time. The transaction remains subject to pricing adjustment or termination under certain circumstances. Completion of the transaction is subject to PERC obtaining financing and is expected to close during the second quarter of 2012.

2011 Divestiture

        On February 28, 2011, we entered into a purchase and sale agreement with a third party for the purchase of our lessor interest in the Topsham project. The transaction closed on May 6, 2011 and we received proceeds of $8.5 million. No gain or loss was recorded on the sale.

3. Acquisitions and divestments

• Acquisitions

(a)   Capital Power Income L.P.

        On November 5, 2011, we completed the acquisition of all of the outstanding limited partnership units of Capital Power Income, LP (renamed Atlantic Power Limited Partnership on February 1, 2012, the "Partnership") pursuant to the terms and conditions of an Arrangement Agreement, dated June 20, 2011, as amended by Amendment No. 1, dated July 15, 2011 (the"Arrangement Agreement"), by and among us, the Partnership, CPI Income Services, Ltd., the general partner of the Partnership and CPI Investments, Inc., a unitholder of the Partnership that was then owned by EPCOR Utilities Inc. and Capital Power Corporation. The transactions contemplated by the Arrangement Agreement were effected through a court-approved plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"). The Plan of Arrangement was approved by the unitholders of the Partnership, and the issuance of our common shares to the Partnership unitholders pursuant to the Plan of Arrangement was approved by our shareholders, at respective special meetings held on November 1, 2011. A Final Order approving the Plan of Arrangement was granted by the Court of Queen's Bench of Alberta on November 1, 2011. Pursuant to the Plan of Arrangement, the Partnership sold its Roxboro and Southport facilities located in North Carolina to an affiliate of Capital Power Corporation, for approximately Cdn$121.4 million which equates to approximately Cdn$2.15 per unit of the Partnership. In addition, in connection with the Plan of Arrangement, the management agreements between certain subsidiaries of Capital Power Corporation and the Partnership and certain of its subsidiaries were terminated in consideration of a payment of Cdn$10.0 million. Atlantic Power and its subsidiaries assumed the management of the Partnership upon closing and entered into a transitional services agreement with Capital Power Corporation for a term of six to twelve months to facilitate and support the integration of the Partnership into Atlantic Power.

        The acquisition expands and diversifies our asset portfolio to include projects in Canada and regions of the United States where we did not have a presence. The enhanced geographic diversification is anticipated to lead to additional growth opportunities in those regions where we did not previously operate. Our average PPA term increases from 8.8 years to 9.1 years and enhances the credit quality of our portfolio of off takers. The acquisition increases our market capitalization and enterprise value which is expected to add liquidity and enhance access to capital to fuel the long-term growth of our asset base throughout North America.

        Pursuant to the Plan of Arrangement, we directly and indirectly acquired each outstanding limited partnership unit of the Partnership in exchange for Cdn$19.40 in cash ("Cash Consideration") or 1.3 Atlantic Power common shares ("Share Consideration") in accordance with elections and deemed elections in accordance with the Plan of Arrangement.

        As a result of the elections made by the Partnership unitholders and pro-ration in accordance with the Plan of Arrangement, those unitholders who elected to receive Cash Consideration received in exchange for each limited partnership unit of the Partnership (i) cash equal to approximately 73% of the Cash Consideration and (ii) Share Consideration in respect of the remaining approximately 27% of the consideration payable for the unit. Any limited partnership units of the Partnership not exchanged for cash consideration in accordance with the Plan of Arrangement were exchanged for Share Consideration.

        At closing, the consideration paid to acquire the Partnership totaled $1.0 billion, consisting of $601.8 million paid in cash and $407.4 million in shares of our common shares (31.5 million shares issued) less cash acquired of $22.7 million.

        Our acquisition of the Partnership is accounted for under the acquisition method of accounting as of the transaction closing date. The purchase price allocation for the business combination is estimated as follows (in thousands):

Fair value of consideration transferred:
Cash	$	601,766
Equity		407,424
Total purchase price	$	1,009,190
Preliminary purchase price allocation
Working capital	$	37,951
Property, plant and equipment		1,024,015
Intangibles		528,531
Other long-term assets		224,295
Long-term debt		(621,551	)
Other long-term liabilities		(129,341	)
Deferred tax liability		(164,539	)
Total identifiable net assets		899,361
Preferred shares		(221,304	)
Goodwill		331,133
Total purchase price		1,009,190
Less cash acquired		(22,683	)
Cash paid, net of cash acquired	$	986,507

        The purchase price was computed using the Partnership's outstanding units as of June 30, 2011, adjusted for the exchange ratio at November 4, 2011. The purchase price reflects the market value of our common shares issued in connection with the transaction based on the closing price of the Partnership's units on the Toronto Stock Exchange on November 4, 2011. The goodwill is attributable to the expansion of our asset portfolio to include projects in Canada and regions of the United States where we did not have a presence and this enhanced geographic diversification should lead to additional growth opportunities in those regions we did not previously operate. It is not expected to be deductible for tax purposes. Of the $331.1 million of goodwill, $135.3 million was assigned to the Northeast segment, $138.2 million was assigned to the Northwest segment and $57.6 million was assigned to the Southwest segment.

        The fair values of the assets acquired and liabilities assumed were estimated by applying an income approach using the discounted cash flow method. These measurements were based on significant inputs not observable in the market and thus represent a level 3 fair value measurement. The primary considerations and assumptions that affected the discounted cash flows included the operational characteristics and financial forecasts of acquired facilities, remaining useful lives and discount rates based of the weighted average cost of capital ("WACC") on a merchant basis. The WACCs were based on a set of comparable companies as well as existing yields for debt and equity as of the acquisition date.

        The partnership contributed revenues of $73.8 million and a loss of less than $0.1 million to our consolidated statements of operations for the period from November 5, 2011 to December 31, 2011. The following unaudited pro-forma consolidated results of operations for years ended December 31, 2011 and 2010, assume the Partnership acquisition occurred as of January 1 of each year. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2011 and January 1, 2010 or of results that may occur in the future (amounts in thousands):

	Unaudited
	Years ended December 31,
	2011			2010
Total project revenue	$	694,162		$	669,985
Net income (loss) attributable to Atlantic Power Corporation		(95,772	)		(2,462	)
Net income (loss) per share attributable to Atlantic Power Corporation shareholders:
Basic	$	(0.85	)	$	(0.02	)
Diluted	$	(0.85	)	$	(0.02	)

(b)   Rockland

        On December 28, 2011, we purchased a 30% interest for $12.5 million in the Rockland Wind Project ("Rockland"), an 80 MW wind farm near American Falls, Idaho, that began operations in early December 2011. The Rockland Wind Project sells power under a 25-year power purchase agreement with Idaho Power. Rockland is accounted for under the equity method of accounting.

(c)   Cadillac

        On December 21, 2010, we acquired 100% of Cadillac Renewable Energy, LLC, which owns and operates a 39.6 MW wood-fired facility in Cadillac, Michigan. The purchase price was funded by $37.0 million using a portion of the cash raised in the public equity and convertible debenture offerings in October 2010 and the assumption of $43.1 million of project-level debt. The cash payment for the acquisition of Cadillac was allocated to the net assets acquired based on our estimate of fair value. The total cash paid for the acquisition, less cash acquired in December 2010 was $35.1 million.

        The allocation of the purchase price to the net assets acquired is as follows:

Recognized amounts of identifiable assets acquired and liabilities assumed:
Working capital	$	5,643
Property, plant and equipment		42,101
Power purchase agreements		36,420
Interest rate swap derivative		(4,038	)
Project-level debt		(43,131	)
Total purchase price		36,995
Less cash acquired		(1,870	)
Cash paid, net of cash acquired	$	35,125

(d)   Piedmont

        On October 21, 2010, we completed the closing of non-recourse, project-level bank financing for our Piedmont Green Power project ("Piedmont"). The terms of the financing include an $82.0 million construction and term loan and a $51.0 million bridge loan for approximately 95% of the stimulus grant expected to be received from the U.S. Treasury 60 days after the start of commercial operations. In addition, we made an equity contribution of approximately $75.0 million for substantially all of the equity interest in the project. Piedmont is a 53.5 MW biomass plant located in Barnesville, Georgia, approximately 70 miles south of Atlanta. The Project was developed and will be managed by Rollcast Energy, Inc., a biomass developer in which we own a 60% interest.

(e)   Idaho Wind

        On July 2, 2010, we acquired a 27.6% equity interest in Idaho Wind Partners 1, LLC ("Idaho Wind") for $38.9 million and approximately $3.1 million in transaction costs. Idaho Wind began commercial operation in the fourth quarter of 2010. Our investment in Idaho Wind was funded with cash on hand and a $20.0 million borrowing under our revolving credit facility, which was repaid in October 2010 with a portion of the proceeds from a public offering. Idaho Wind is accounted for under the equity method of accounting.

(f)    Rollcast

        On March 31, 2009, we acquired a 40% equity interest in Rollcast Energy, Inc., a North Carolina Corporation for $3.0 million in cash. On March 1, 2010, we paid $1.2 million in cash for an additional 15% of the shares of Rollcast, increasing our interest from 40% to 55% and providing us control of Rollcast. We consolidated Rollcast as of that date. We previously accounted for our 40% interest in Rollcast as an equity method investment. On April 28, 2010, we paid an additional $0.8 million to increase our ownership interest in Rollcast to 60%.

        Rollcast is a developer of biomass power plants in the southeastern U.S. with several projects in various stages of development. The investment in Rollcast gives us the option but not the obligation to invest equity in Rollcast's biomass power plants.

        The following table summarizes the consideration transferred to acquire Rollcast and the preliminary estimated amounts of identifiable assets acquired and liabilities assumed at the March 1, 2010 acquisition date, as well as the fair value of the noncontrolling interest in Rollcast at the acquisition date:

Fair value of consideration transferred:
Cash	$	1,200
Other items to be allocated to identifiable assets acquired and liabilities assumed:
Fair value of our investment in Rollcast at the acquisition date		2,758
Fair value of noncontrolling interest in Rollcast		3,410
Gain recognized on the step acquisition		211
Total	$	7,579
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	1,524
Property, plant and equipment		130
Prepaid expenses and other assets		133
Capitalized development costs		2,705
Trade and other payables		(448	)
Total identifiable net assets		4,044
Goodwill		3,535
	$	7,579

        As a result of obtaining control over Rollcast, our previously held 40% interest was remeasured to fair value, resulting in a gain of $0.2 million. This has been recognized in other income (expense) in the consolidated statements of operations.

        The fair value of the noncontrolling interest of $3.4 million in Rollcast was estimated by applying an income approach using the discounted cash flow method. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 fair value measurement. The fair value estimate utilized an assumed discount rate of 9.4% which is composed of a risk-free rate and an equity risk premium determined by the capital asset pricing of companies deemed to be similar to Rollcast. The estimate assumed that no fair value adjustments are required because of the lack of control or lack of marketability that market participants would consider when estimating the fair value of the noncontrolling interest in Rollcast.

        The goodwill is attributable to the value of future biomass power plant development opportunities. It is not expected to be deductible for tax purposes. All of the $3.5 million of goodwill was assigned to the Un-allocated Corporate segment.

• Divestments

(a)   Onondaga Renewables

        In the fourth quarter of 2011, the partners of Onondaga Renewables initiated a plan to sell their interests in the project. We determined that the carrying value of the Onondaga Renewables project was impaired and recorded a pre-tax long-lived asset impairment of $1.5 million. Our estimate of the fair market value of our 50% investment in the Onondaga Renewables project was determined based on quoted market prices for the remaining land and equipment. The Onondaga Renewables project is accounted for under the equity method of accounting and the impairment charge is included in equity earnings from unconsolidated affiliates in the consolidated statements of operations.

(b)   Topsham

        On February 28, 2011, we entered into a purchase and sale agreement with an affiliate of ArcLight for the purchase of our lessor interest in the project. The transaction closed on May 6, 2011 and we received proceeds of $8.5 million, resulting in no gain or loss on the sale.

(c)   Rumford

        During the three months ended September 30, 2009, we reviewed the recoverability of our 23.5% equity investment in the Rumford project. The review was undertaken as a result of not receiving distributions from the Project through the first nine months of 2009 and our view about the long-term economic viability of the plant upon expiration of the project's PPA on December 31, 2009.

        Based on this review, we determined that the carrying value of the Rumford project was impaired and recorded a pre-tax long-lived asset impairment of $5.5 million during 2009. The Rumford project is accounted for under the equity method of accounting and the impairment charge is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

        In the fourth quarter of 2009, Atlantic Power and the other limited partners in the Rumford project settled a dispute with the general partner related to the general partner's failure to pay distributions to the limited partners in 2009. Under the terms of the settlement, we received $2.9 million in distributions from Rumford in the fourth quarter of 2009. In addition, the general partner agreed to purchase the interests of all the limited partners in June 2010. In November 2010 we received our share of the sale proceeds of $2.0 million and recognized a gain on sale of investment of $1.5 million.

XML

Long-term incentive plan (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Long-term incentive plan

Schedule of changes in outstanding LTIP notional units

	Units			Grant Date Weighted-Average Price per Unit
Outstanding at December 31, 2011		485,781		$	11.49
Granted		209,009		$	14.65
Additional shares from dividends		8,172		$	12.02
Vested		(231,687	)	$	10.10
Outstanding at March 31, 2012		471,275		$	13.81

	Units			Grant Date Weighted-Average Fair Value per Unit
Outstanding at December 31, 2008		263,592		$	9.76
Granted		267,408			5.76
Additional shares from dividends		49,540			7.80
Vested and redeemed		(109,260	)		9.71
Outstanding at December 31, 2009		471,280			7.30
Granted		305,112			13.29
Additional shares from dividends		46,854			9.54
Vested and redeemed		(222,265	)		7.94
Outstanding at December 31, 2010		600,981			10.28
Granted		216,110			14.02
Additional shares from dividends		36,204			11.04
Forfeitures		(103,991	)		11.55
Vested and redeemed		(263,523	)		9.40
Outstanding at December 31, 2011		485,781		$	11.49

Schedule of assumptions for calculation of simulated total shareholder return under the Monte Carlo model

	March 31, 2012		December 31, 2011
Weighted average risk free rate of return		0.19 – 0.51%		0.15 – 0.28%
Dividend yield		8.30%		7.90%
Expected volatility—Company		22.2%		22.2%
Expected volatility—peer companies		17.1 – 112.8%		17.3 – 112.9%
Weighted average remaining measurement period		1.92 years		0.87 years

	Year ended December 31, 2011		Year ended December 31, 2010
Weighted average risk free rate of return		0.15 – 0.28%		0.71%
Dividend yield		7.90%		9.39%
Expected volatility – Company		22.2%		40.0%
Expected volatility – peer companies		17.3 – 112.9%		25.0 – 55.0%
Weighted average remaining measurement period		0.87 years		1.43 years

XML

Summary of significant accounting policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Summary of significant accounting policies

Principles of consolidation and basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and include the consolidated accounts and operations of our subsidiaries in which we have a controlling financial interest. The usual condition for a controlling financial interest is ownership of the majority of the voting interest of an entity. However, a controlling financial interest may also exist in entities, such as a variable interest entity, through arrangements that do not involve controlling voting interests.

        We apply the standard that requires consolidation of variable interest entities ("VIEs"), for which we are the primary beneficiary. The guidance requires a variable interest holder to consolidate a VIE if that party has both the power to direct the activities that most significantly impact the entities' economic performance, as well as either the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We have determined that our investments are not VIEs by evaluating their design and capital structure. Accordingly, we use the equity method of accounting for all of our investments in which we do not have an economic controlling interest. We eliminate all intercompany accounts and transactions in consolidation.

Cash and cash equivalents

Cash and cash equivalents include cash deposited at banks and highly liquid investments with original maturities of 90 days or less when purchased.

Restricted cash

Restricted cash represents cash and cash equivalents that are maintained by the Projects to support payments for major maintenance costs and meet project level contractual debt obligations.

Deferred financing costs

Deferred financing costs represent costs to obtain long-term financing and are amortized using the effective interest method over the term of the related debt which range from five to 28 years.

Inventory

Inventory represents small parts and other consumables and fuel, the majority of which is consumed by our projects in provision of their services, and are valued at the lower of cost or net realizable value. Cost includes the purchase price, transportation costs and other costs to bring the inventories to their present location and condition. The cost of inventory items that are interchangeable are determined on an average cost basis. For inventory items that are not interchangeable, cost is assigned using specific identification of their individual costs.

Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful life of the related asset up to 45 years. As major maintenance occurs and parts are replaced on the plant's combustion and steam turbines, maintenance costs are either expensed or transferred to property, plant and equipment if the maintenance extends the useful lives of the major parts. These costs are depreciated over the parts' estimated useful lives, which is generally three to six years, depending on the nature of maintenance activity performed.

Transmission system rights

Transmission system rights are an intangible asset that represents the long-term right to approximately 72% of the capacity of the Path 15 transmission line in California. Transmission system rights are amortized on a straight-line basis over 30 years, the regulatory life of Path 15.

Other intangible assets

Other intangible assets include PPAs and fuel supply agreements at our projects. PPAs are valued at the time of acquisition based on the contract prices under the PPAs compared to projected market prices. Fuel supply agreements are valued at the time of acquisition based on the contract prices under the fuel supply agreement compared to projected market prices. The balances are presented net of accumulated amortization in the consolidated balance sheets. Amortization is recorded on a straight-line basis over the remaining term of the agreement.

Impairment of long-lived assets, non-amortizing intangible assets and equity method investments

Long-lived assets, such as property, plant and equipment, transmission system rights and other intangible assets and liabilities subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.

        Investments in and the operating results of 50%-or-less owned entities not consolidated are included in the consolidated financial statements on the basis of the equity method of accounting. We review our investments in such unconsolidated entities for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that is other than temporary might include the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment, failure of cash flow coverage ratio tests included in project-level non-recourse debt or, where applicable, estimated sales proceeds that are insufficient to recover the carrying amount of the investment. Our assessment as to whether any decline in value is other than temporary is based on our ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. We generally consider our investments in our equity method investees to be strategic long-term investments. Therefore, we complete our assessments with a long-term view. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered to be other than temporary, the asset is written down to its fair value.

Distributions from equity method investments

We make investments in entities that own power producing assets with the objective of generating accretive cash flow that is available to be distributed to our shareholders. The cash flows that are distributed to us from these unconsolidated affiliates are directly related to the operations of the affiliates' power producing assets and are classified as cash flows from operating activities in the consolidated statements of cash flows.

        We record the return of our investments in equity investees as cash flows from investing activities. Cash flows from equity investees are considered a return of capital when distributions are generated from proceeds of either the sale of our investment in its entirety or a sale by the investee of all or a portion of its capital assets.

Goodwill

Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the assets acquired, less liabilities assumed, based on their fair values. Goodwill is allocated, as of the date of the business combination, to our reporting units that are expected to benefit from the synergies of the business combination.

        Goodwill is not amortized and is tested for impairment, annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. In our test, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events. If the qualitative assessment determines that an impairment is more likely than not, then we perform a two-step quantitative impairment test. In the first step of the quantitative analysis, the carrying amount of the reporting unit is compared with its fair value. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is unnecessary.

        The second step is carried out when the carrying amount of a reporting unit exceeds its fair value, in which case, the implied fair value of the reporting unit's goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the value of goodwill is determined in a business combination described in the preceding paragraphs, using the fair value of the reporting unit as if it were the purchase price. When the carrying amount of reporting unit goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess and is recorded in the consolidated statements of operations.

Derivative financial instruments

We use derivative financial instruments in the form of interest rate swaps and foreign exchange forward contracts to manage our current and anticipated exposure to fluctuations in interest rates and foreign currency exchange rates. We have also entered into natural gas supply contracts and natural gas forwards or swaps to minimize the effects of the price volatility of natural gas, which is a major production cost. We do not enter into derivative financial instruments for trading or speculative purposes. Certain derivative instruments qualify for a scope exception to fair value accounting because they are considered normal purchases or normal sales in the ordinary course of conducting business. This exception applies when we have the ability to, and it is probable that we will deliver or take delivery of the underlying physical commodity.

        We have designated two of our interest rate swaps as a hedge of cash flows for accounting purposes. Tests are performed to evaluate hedge effectiveness and ineffectiveness at inception and on an ongoing basis, both retroactively and prospectively. Derivatives accounted for as hedges are recorded at fair value in the balance sheet. Unrealized gains or losses on derivatives designated as a hedge are deferred and recorded as a component of accumulated other comprehensive income until the hedged transactions occur and are recognized in earnings. The ineffective portion of the cash flow hedge, if any, is immediately recognized in earnings.

        Derivative financial instruments not designated as a hedge are measured at fair value with changes in fair value recorded in the consolidated statements of operations. The following table summarizes derivative financial instruments that are not designated as hedges for accounting purposes and the accounting treatment in the consolidated statements of operations of the changes in fair value and cash settlements of such derivative financial instrument:

Income taxes

Income tax expense includes the current tax obligation or benefit and change in deferred income tax asset or liability for the period. We use the asset and liability method of accounting for deferred income taxes and record deferred income taxes for all significant temporary differences. Income tax benefits associated with uncertain tax positions are recognized when we determine that it is more-likely-than-not that the tax position will be ultimately sustained. Refer to Note 13 for more information.

Revenue recognition

We recognize energy sales revenue on a gross basis when electricity and steam are delivered under the terms of the related contracts. Power purchase arrangements, steam purchase arrangements and energy services agreements (collectively referred to as PPAs) are long-term contracts to sell power and steam on a predetermined basis.

        Energy—Energy revenue is recognized upon transmission to the customer. Physical transactions, or the sale of generated electricity to meet supply and demand, are recorded on a gross basis in our consolidated statements of operations.

        Capacity—Capacity payments under the PPAs are recognized as the lesser of (1) the amount billable under the PPA or (2) an amount determined by the kilowatt hours made available during the period multiplied by the estimated average revenue per kilowatt hour over the term of the PPA.

        Transmission—Transmission services revenue is recognized as transmission services are provided. The annual revenue requirement for transmission services is regulated by the Federal Energy Regulatory Commission ("FERC") and is established through a rate-making process that occurs every three years. When actual cash receipts from transmission services revenue are different than the regulated revenue requirement because of timing differences, the over or under collections are deferred until the timing differences reverse in future periods.

Other power purchase arrangements containing a lease

We have entered into PPAs to sell power at predetermined rates. PPAs are assessed as to whether they contain leases which convey to the counterparty the right to the use of the Partnership's property, plant and equipment in return for future payments. Such arrangements are classified as either capital or operating leases. PPAs that transfer substantially all of the benefits and risks of ownership of property to the PPA counterparty are classified as direct financing leases.

        Finance income related to leases or arrangements accounted for as direct financing leases is recognized in a manner that produces a constant rate of return on the net investment in the lease. The net investment is comprised of net minimum lease payments and unearned finance income. Unearned finance income is the difference between the total minimum lease payments and the carrying value of the leased property. Unearned finance income is deferred and recognized in net income over the lease term.

Foreign currency translation

The local currency is the functional currency of our U.S. and Canadian projects. Our reporting currency is the United States dollar. Foreign currency denominated assets and liabilities are translated at end-of-period rates of exchange. Revenues, expenses, and cash flows are translated at the weighted-average rates of exchange for the period. The resulting currency translation adjustments are not included in the determination of our statements of operations for the period, but are accumulated and reported as a separate component of shareholders' equity until sale of the net investment in the project takes place. Foreign currency transaction gains or losses are reported within foreign exchange (gain) loss in our statements of operations.

Long-term incentive plan

The officers and certain other employees are eligible to participate in the Long-Term Incentive Plan ("LTIP") that was implemented in 2007. In the second quarter of 2010, the Board of Directors approved an amendment to the LTIP and the amended plan was approved by our shareholders on June 29, 2010. The amended LTIP was effective for grants beginning with the 2010 performance year. Under the amended LTIP, the number of notional units that vest is based, in part, on the total shareholder return of Atlantic Power compared to a group of peer companies in Canada. In addition, vesting of the notional units for officers of Atlantic Power occurs on a three-year cliff basis as opposed to ratable vesting over three years for grants made prior to the amendment.

        Vested notional units are expected to be redeemed one-third in cash and two-thirds in shares of our common stock. Notional units granted that are expected to be redeemed in cash upon vesting are accounted for as liability awards. Notional units granted that are expected to be redeemed in common shares upon vesting are accounted for as equity awards. Notional units granted prior to the 2010 performance period are subject to the vesting conditions of the LTIP before the amendments made in 2010. Unvested notional units are entitled to receive dividends equal to the dividends per common share during the vesting period in the form of additional notional units. Unvested units are subject to forfeiture if the participant is not an employee at the vesting date or if we do not meet certain ongoing cash flow performance targets.

        The final number of notional units for officers that will vest, if any, at the end of the three-year vesting period is based on our achievement of target levels of relative total shareholder return, which is the change in the value of an investment in our common stock, including reinvestment of dividends, compared to that of a peer group of companies during the performance period. The total number of notional units vesting will range from zero up to a maximum 150% of the number of notional units in the executives' accounts on the vesting date for that award, depending on the level of achievement of relative total shareholder return during the measurement period.

        Compensation expense related to awards granted to participants in the LTIP is recorded over the vesting period based on the estimated fair value of the award on the grant date for notional units accounted for as equity awards and the fair value of the award at each balance sheet date for notional units accounted for as liability awards. Fair value of the awards granted prior to the 2010 LTIP amendment is determined by projecting the total number of notional units that will vest in future periods, including dividends received on notional units during the vesting period, and applying the current market price per share to the projected number of notional units that will vest. The fair value of awards granted under the amended LTIP with market vesting conditions is based upon a Monte Carlo simulation model on the grant date. Compensation expense is recognized regardless of the relative total shareholder return performance, provided that the LTIP participant remains employed by Atlantic Power. The aggregate number of shares that may be issued from treasury under the amended LTIP is limited to 1.3 million.

Asset retirement obligations

The fair value for an asset retirement obligation is recorded in the period in which it is incurred. Retirement obligations associated with long-lived assets are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. When the liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss.

Pensions

We offer pension benefits to certain employees through a defined benefit pension plan. We recognize the funded status of our defined benefit plan in the consolidated balance sheet in other long-term liabilities and record an offset to other comprehensive income. In addition, we also recognize on an after-tax basis, as a component of other comprehensive income, gains and losses as well as all prior service costs that have not been included as part of our net periodic benefit cost. The determination of our obligation and expenses for pension benefits is dependent on the selection of certain assumptions. These assumptions determined by management include the discount rate, the expected rate of return on plan assets and the rate of future compensation increases. Our actuarial consultants use assumptions for such items as retirement age. The assumptions used may differ materially from actual results, which may result in a significant impact to the amount of our pension obligation or expense recorded.

Business combinations

We account for our business combinations in accordance with the acquisition method of accounting, which requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at fair value at the acquisition date. It also recognizes and measures the goodwill acquired or a gain from a bargain purchase in the business combination and determines what information to disclose to enable users of an entity's financial statements to evaluate the nature and financial effects of the business combination. In addition, transaction costs are expensed as incurred.

Concentration of credit risk

The financial instruments that potentially expose us to credit risk consist primarily of cash and cash equivalents, restricted cash, derivative instruments and accounts receivable. Cash and restricted cash are held by major financial institutions that are also counterparties to our derivative instruments. We have long-term agreements to sell electricity, gas and steam to public utilities and corporations. We have exposure to trends within the energy industry, including declines in the creditworthiness of our customers. We do not normally require collateral or other security to support energy-related accounts receivable. We do not believe there is significant credit risk associated with accounts receivable due to payment history. See Note 19, Segment and geographic information, for a further discussion of customer concentrations.

Use of estimates

Use of estimates

        The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair values of acquired assets, the useful lives and recoverability of property, plant and equipment, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the valuation of shares associated with our Long-Term Incentive Plan ("LTIP") and the fair value of financial instruments and derivatives. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair values of acquired assets, the useful lives and recoverability of property, plant and equipment, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the valuation of shares associated with our Long-Term Incentive Plan and the fair value of financial instruments and derivatives. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

Regulatory accounting

Path 15 accounts for certain income and expense items in accordance with a standard where certain costs are deferred, which would otherwise be charged to expense, as regulatory assets based on Path 15's ability to recover these costs in future rates.

XML

Defined benefit plan (Details) (USD $)	2 Months Ended
	Dec. 31, 2011
Defined benefit plan
Expected contribution to pension plans	$ 1,300,000
Net annual periodic pension cost
Service cost benefits earned	103,000
Interest cost on benefit obligation	91,000
Expected return on plan assets	(89,000)
Net period benefit cost	105,000
Change in benefit obligation
Benefit obligation at acquisition date	(11,909,000)
Service cost	(103,000)
Interest cost	(91,000)
Actuarial loss	(599,000)
Employee contributions	(11,000)
Foreign currency translation adjustment	(13,000)
Benefit obligation at end of year	(12,725,000)
Change in plan assets
Fair value of plan assets at acquisition date	10,525,000
Actual return on plan assets' Employee contributions	(65,000)
Employee contributions	11,000
Foreign currency translation adjustment	(11,000)
Fair value of plan assets at end of year	10,482,000
Funded status at end of year - excess of obligation over assets	(2,243,000)
Amount recognized in the balance sheet
Non-current liabilities	2,243,000
Amounts recognized in accumulated OCI
Unrecognized loss	489,000
Balances of significant components of the pension plan
Projected benefit obligation	(12,725,000)
Accumulated benefit obligation	9,900,000
Fair value of plan assets	$ 10,482,000

XML

Accumulated depreciation and amortization (Tables)

3 Months Ended

Mar. 31, 2012

Accumulated depreciation and amortization

Schedule of accumulated depreciation and amortization

	March 31, 2012		December 31, 2011
Property, plant and equipment	$	132,208	$	116,287
Transmission system rights		53,350		51,387
Other intangible assets and power purchase and fuel liabilities		110,752		88,808

XML

Basis of presentation and summary of significant accounting policies (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2012 kilovolt MW mi project province state	Dec. 31, 2011 MW kilovolt project province state mi
Summary of significant accounting policies
Gross generating capacity of project (in MW)	3,397
Ownership interest in operational power generation projects (in MW)	2,141
Number of operational power generation projects	31	31
Number of states in which power generation projects operate	11	11
Number of provinces in which power generation projects operate	2	2
Length of electric transmission line located in California (in miles)	84	84
Capacity of electric transmission line located in California (in kilovolt)	500	500
Number of biomass projects under construction in Georgia	1	1
Generating capacity of biomass project under construction in Georgia (in MW)	53	53
Number of wind projects under construction in Oklahoma	1
Generating capacity of wind projects under construction in Oklahoma (in MW)	300

XML

Accounting for derivative instruments and hedging activities (Details)						3 Months Ended				12 Months Ended																								1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2012 Orlando project	Dec. 31, 2011 Orlando project	Mar. 31, 2012 Natural gas swaps mmbtu	Dec. 31, 2011 Natural gas swaps mmbtu	Dec. 31, 2010 Natural gas swaps mmbtu	Sep. 30, 2011 Natural gas swaps during 2014 and 2015 Orlando project mmbtu	Sep. 30, 2010 Natural gas swaps during 2014 and 2015 Orlando project mmbtu	Sep. 30, 2011 Natural gas swaps during 2016 and 2017 Orlando project mmbtu	Mar. 31, 2012 Natural gas swaps through June 30, 2012 Auburndale project	Dec. 31, 2011 Natural gas swaps through June 30, 2012 Auburndale project	Mar. 31, 2012 Gas purchase agreements gigajoule	Dec. 31, 2011 Gas purchase agreements gigajoule	Mar. 31, 2012 Interest rate swaps USD ($)	Dec. 31, 2011 Interest rate swaps USD ($)	Dec. 31, 2010 Interest rate swaps USD ($)	Jun. 30, 2010 Interest rate swaps Epsilon Power Partners	Jul. 31, 2007 Interest rate swaps Epsilon Power Partners	Mar. 31, 2012 Interest rate swaps Auburndale project	Dec. 31, 2011 Interest rate swaps Auburndale project	Mar. 31, 2012 Interest rate swaps Swaption interest rate from February 16, 2011 to February 15, 2015	Dec. 31, 2011 Interest rate swaps Swaption interest rate from February 16, 2011 to February 15, 2015	Mar. 31, 2012 Interest rate swaps Swaption interest rate from February 15, 2015 to February 15, 2019	Dec. 31, 2011 Interest rate swaps Swaption interest rate from February 15, 2015 to February 15, 2019	Mar. 31, 2012 Interest rate swaps Swaption interest rate from February 16, 2019 to February 15, 2023	Dec. 31, 2011 Interest rate swaps Swaption interest rate from February 16, 2019 to February 15, 2023	Mar. 31, 2012 Interest rate swaps Swaption interest rate after February 15, 2023	Dec. 31, 2011 Interest rate swaps Swaption interest rate after February 15, 2023	Mar. 31, 2012 Interest rate swaps Swaption interest rate from March 31, 2011 to February 29, 2016 Piedmont project	Dec. 31, 2011 Interest rate swaps Swaption interest rate from March 31, 2011 to February 29, 2016 Piedmont project	Mar. 31, 2012 Interest rate swaps Swaption interest rate from February, 2016 to November, 2017 Piedmont project	Dec. 31, 2011 Interest rate swaps Swaption interest rate from February, 2016 to November, 2017 Piedmont project	Mar. 31, 2012 Interest rate swaps Swaption interest rate from November, 2017 to November, 2030 Piedmont project	Dec. 31, 2011 Interest rate swaps Swaption interest rate from November, 2017 to November, 2030 Piedmont project	Jan. 31, 2012 Foreign currency forward contracts CAD	Mar. 31, 2012 Foreign currency forward contracts CAD CADPerUSD	Dec. 31, 2011 Foreign currency forward contracts CAD CADPerUSD	Mar. 30, 2012 Foreign currency forward contracts CADPerUSD	Oct. 31, 2011 Foreign currency forward contracts CADPerUSD	Dec. 31, 2010 Foreign currency forward contracts CAD
Derivative instruments
Percentage of ownership interest	50.00%	50.00%	50.00%	50.00%
Notional amount, (in dollars)													$ 51,376,000	$ 52,711,000	$ 44,228,000																				248,986,000	312,533,000			219,800,000
Percentage of the entity's share in expected natural gas purchases hedge						40.00%	25.00%	25.00%	80.00%	80.00%
Remaining percentage of natural gas purchased at spot market price									20.00%	20.00%
Percentage of natural gas purchased at spot market price after expiration of fuel supply agreement									100.00%	100.00%
Swaption interest rate (as a percent)																	5.29%	5.10%	3.12%	6.02%	6.02%	6.14%	6.14%	6.26%	6.26%	6.38%	6.38%	1.70%	1.70%	4.47%	4.47%	4.47%	4.47%
Applicable margin, low end of range (as a percent)																												3.50%	3.50%
Applicable margin, high end of range (as a percent)																												3.75%	3.75%
Applicable margin (as a percent)																														4.00%	4.00%
Swaption interest rate after addition of applicable margin (as a percent)																														8.47%	8.47%
Reduced swaption interest rate after amendment (as a percent)																4.24%
Percentage of expected dividend and convertible debenture interest payments hedge																																			85.00%	99.00%
Notional amount through the end of 2015																																		81,400,000	6,000,000	6,000,000
Notional amount through December 2015																																			123,000,000	215,500,000
Exchange rate (in CAD per USD)																																			1.127	1.134	1.134	1.131
Notional amount (in Mmbtu)			12,870,000	14,140,000	15,540,000	2,000,000	1,200,000	1,300,000			31,785,000	33,957,000

XML

Accounting for derivative instruments and hedging activities (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair value of derivative instruments
Derivative Assets	$ 27,199	$ 32,854	$ 26,749
Derivative Liabilities	159,903	54,202	31,552
Derivative instruments designated as cash flow hedges
Fair value of derivative instruments
Derivative Liabilities	6,374	6,878	4,750
Derivative instruments designated as cash flow hedges | Interest rate swaps | Current
Fair value of derivative instruments
Derivative Liabilities	1,747	1,561	2,124
Derivative instruments designated as cash flow hedges | Interest rate swaps | Long-term
Fair value of derivative instruments
Derivative Liabilities	4,627	5,317	2,626
Derivative instruments not designated as cash flow hedges
Fair value of derivative instruments
Derivative Assets	27,199	32,854	26,749
Derivative Liabilities	153,529	47,324	26,802
Derivative instruments not designated as cash flow hedges | Interest rate swaps | Current
Fair value of derivative instruments
Derivative Liabilities	2,755	2,587	1,286
Derivative instruments not designated as cash flow hedges | Interest rate swaps | Long-term
Fair value of derivative instruments
Derivative Assets			3,299
Derivative Liabilities	7,919	9,637	2,000
Derivative instruments not designated as cash flow hedges | Foreign currency forward contracts | Current
Fair value of derivative instruments
Derivative Assets	10,610	10,630	8,865
Derivative Liabilities		224
Derivative instruments not designated as cash flow hedges | Foreign currency forward contracts | Long-term
Fair value of derivative instruments
Derivative Assets	16,589	22,224	14,585
Derivative Liabilities		221
Derivative instruments not designated as cash flow hedges | Natural gas swaps | Current
Fair value of derivative instruments
Derivative Liabilities	16,706	16,439	6,599
Derivative instruments not designated as cash flow hedges | Natural gas swaps | Long-term
Fair value of derivative instruments
Derivative Liabilities	$ 19,838	$ 18,216	$ 16,917

XML

Commitments and contingencies (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Commitments and contingencies
Lease expense under operating leases	$ 1,000,000	$ 900,000	$ 900,000
Future minimum lease commitments under operating leases
2012	1,149,000
2013	942,000
2014	619,000
2015	404,000
2016	335,000
Thereafter	1,609,000
Future minimum lease commitments	5,058,000
Estimated commitments under Transmission, Interconnection and Long-Term Service Agreements
2012	9,102,000
2013	6,671,000
2014	2,752,000
2015	2,822,000
2016	2,894,000
Thereafter	22,663,000
Total	46,904,000
Fuel Supply and Transportation Commitments
2012	67,712,000
2013	61,303,000
2014	64,214,000
2015	64,449,000
2016	66,006,000
Thereafter	66,732,000
Total	390,416,000
Construction Contract
Estimated amount paid by project in construction cost	$ 21,500,000

XML

Acquisitions and divestments (Details 2) (USD $)	3 Months Ended		12 Months Ended			3 Months Ended		1 Months Ended		1 Months Ended	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 Onondaga Renewables	Sep. 30, 2011 Onondaga Renewables	May 31, 2011 Topsham	Dec. 31, 2011 Topsham	Nov. 30, 2011 Rumford	Dec. 31, 2009 Rumford	Sep. 30, 2009 Rumford
Acquisition and divestments
Percentage of ownership interest						50.00%	50.00%		50.00%			23.50%
Impairment of long-lived assets, pre tax						$ 1,500,000					$ 5,500,000
Proceeds from sale								8,500,000		2,000,000
Distributions from Rumford project	249,000	1,450,000	21,889,000	16,843,000	27,884,000
Gain on sale of investment										$ 1,500,000

XML

Accounting for derivative instruments and hedging activities

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Accounting for derivative instruments and hedging activities

Accounting for derivative instruments and hedging activities

7. Accounting for derivative instruments and hedging activities

        We recognize all derivative instruments on the balance sheet as either assets or liabilities and measure them at fair value each reporting period. For certain contracts designated as cash flow hedges, we defer the effective portion of the change in fair value of the derivatives to accumulated other comprehensive income (loss), until the hedged transactions occur and are recognized in earnings. The ineffective portion of a cash flow hedge is immediately recognized in earnings.

        For derivatives that are not designated as cash flow hedges, the changes in the fair value are immediately recognized in earnings. The guidelines apply to our natural gas swaps, interest rate swaps, and foreign exchange contracts.

• Gas purchase agreements

        On March 12, 2012, we discontinued the application of the normal purchase normal sales ("NPNS") exemption on gas purchase agreements at our North Bay, Kapuskasing and Nipigon projects. On that date, we entered into an agreement with a third party that resulted in the gas purchase agreements net settling. The agreements at North Bay and Kapuskasing expire on December 31, 2016 and the agreements at Nipigon expire on December 31, 2012. These gas purchase agreements are derivative financial instruments and are recorded in the consolidated balance sheet at fair value at March 31, 2012 and the changes in their fair market value from the date NPNS was discontinued through March 31, 2012 are recorded in the consolidated statement of operations.

• Natural gas swaps

        The operating margin at our 50% owned Orlando project is exposed to changes in natural gas prices following the expiration of its fuel contract at the end of 2013. In the third quarter of 2010 we entered into natural gas swaps in order to effectively fix the price of 1.2 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2014 and 2015. In the third quarter of 2011, we entered into additional natural gas swaps for 2014 and 2015 increasing the total to 2.0 million Mmbtu or approximately 40% of our share of expected natural gas purchases for that period. Also in the third quarter of 2011, we entered into natural gas swaps to effectively fix the price of 1.3 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2016 and 2017.

        The Lake project's operating margin is exposed to changes in natural gas spot market prices through the expiration of its PPA on July 31, 2013. The Auburndale project purchases natural gas under a fuel supply agreement that provides approximately 80% of the project's fuel requirements at fixed prices through June 30, 2012. The remaining 20% is purchased at spot market prices and therefore the project is exposed to changes in natural gas prices for that portion of its gas requirements through the termination of the fuel supply agreement and 100% of its natural gas requirements from the expiration of the fuel supply agreement in mid-2012 until the termination of its PPA at the end of 2013. Our strategy to mitigate the future exposure to changes in natural gas prices at Orlando, Lake and Auburndale consists of periodically entering into financial swaps that effectively fix the price of natural gas expected to be purchased at these projects. These natural gas swaps are derivative financial instruments and are recorded in the consolidated balance sheet at fair value and the changes in their fair market value are recorded in the consolidated statement of operations.

• Interest rate swaps

        The Cadillac project has an interest rate swap agreement that effectively fixes the interest rate at 6.02% from February 16, 2011 to February 15, 2015, 6.14% from February 16, 2015 to February 15, 2019, 6.26% from February 16, 2019 to February 15, 2023, and 6.38% thereafter. The notional amount of the interest rate swap agreement matches the outstanding principal balance over the remaining life of Cadillac's debt. This swap agreement, which qualifies for and is designated as a cash flow hedge, is effective through June 2025 and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Auburndale project hedged a portion of its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.10%. The notional amount of the swap matches the outstanding principal balance over the remaining life of Auburndale's debt. This swap agreement is effective through November 30, 2013. The interest rate swap agreement was designated as a cash flow hedge of the forecasted interest payments under the project-level Auburndale debt agreement and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Piedmont project has interest rate swap agreements to economically fix its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 1.7% plus an applicable margin ranging from 3.5% to 3.75% from March 31, 2011 to February 29, 2016. From February 2016 until the maturity of the debt in November 2017, the fixed rate of the swap is 4.47% and the applicable margin is 4.0%, resulting in an all-in rate of 8.47%. The swap continues at the fixed rate of 4.47% from the maturity of the debt in November 2017 until November 2030. The notional amounts of the interest rate swap agreements match the estimated outstanding principal balance of Piedmont's cash grant bridge loan and the construction loan facility that will convert to a term loan. The interest rate swaps were executed in the fourth quarter 2010 and expire on February 29, 2016 and November 30, 2030. The interest rate swap agreements are not designated as hedges, and changes in their fair market value are recorded in the consolidated statements of operations.

        In July 2007, we executed an interest rate swap to economically fix the exposure to changes in interest rates related to the variable-rate non-recourse debt at our wholly owned subsidiary Epsilon Power Partners. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.29%. In June 2010, the swap agreement was amended to reduce the fixed interest rate 4.24% and extend the maturity date from July 2012 to July 2019. The notional amount of the swap matches the outstanding principal balance over the remaining life of Epsilon Power Partners' debt. This interest rate swap agreement is not designated as a hedge and changes in its fair market value are recorded in the consolidated statements of operations.

• Foreign currency forward contracts

        We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates, as we generate cash flow in U.S. dollars and Canadian dollars but pay dividends to shareholders and interest on convertible debentures and long-term debt predominantly in Canadian dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the long-term sustainability of dividends to shareholders. We have executed this strategy by entering into forward contracts to purchase Canadian dollars at a fixed rate to hedge approximately 85% of our expected dividend and convertible debenture interest payments through 2015. Changes in the fair value of the forward contracts partially offset foreign exchange gain or losses on the U.S. dollar equivalent of our Canadian dollar obligations. At March 31, 2012, the forward contracts consist of (1) monthly purchases through the end of 2013 of Cdn$6.0 million at an exchange rate of Cdn$1.134 per U.S. dollar and (2) contracts assumed in our acquisition of the Partnership with various expiration dates through December 2015 to purchase a total of Cdn$123.0 million at an average exchange rate of Cdn$1.127 per U.S. dollar. It is our intention to periodically consider extending the length or terminating these forward contracts.

• Volume of forecasted transactions

        We have entered into derivative instruments in order to economically hedge the following notional volumes of forecasted transactions as summarized below, by type, excluding those derivatives that qualified for the normal purchases and normal sales exception as of March 31, 2012 and December 31, 2011:

	Units	March 31, 2012		December 31, 2011
Natural gas swaps	Natural gas (Mmbtu)		12,870		14,140
Gas purchase agreements	Natural gas (GJ)		31,785		33,957
Interest rate swaps	Interest (US$)	$	51,376	$	52,711
Currency forwards	Cdn$	$	248,986	$	312,533

• Fair value of derivative instruments

        We have elected to disclose derivative instrument assets and liabilities on a trade-by-trade basis and do not offset amounts at the counterparty master agreement level. The following table summarizes the fair value of our derivative assets and liabilities:

	March 31, 2012
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,747
Interest rate swaps long-term		—		4,627
Total derivative instruments designated as cash flow hedges		—		6,374
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,755
Interest rate swaps long-term		—		7,919
Foreign currency forward contracts current		10,610		—
Foreign currency forward contracts long-term		16,589		—
Natural gas swaps current		—		16,706
Natural gas swaps long-term		—		19,838
Gas purchase agreements current		—		28,960
Gas purchase agreements long-term		—		77,351
Total derivative instruments not designated as cash flow hedges		27,199		153,529
Total derivative instruments	$	27,199	$	159,903

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

• Accumulated other comprehensive income

        The following table summarizes the changes in the accumulated other comprehensive income (loss) ("OCI") balance attributable to derivative financial instruments designated as a hedge, net of tax:

For the three month period ended March 31, 2012	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Change in fair value of cash flow hedges		15			—			15
Realized from OCI during the period		287			(57	)		230
Accumulated OCI balance at March 31, 2012	$	(1,402	)	$	264		$	(1,138	)

For the three month period ended March 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		721			—			721
Realized from OCI during the period		(360	)		(89	)		(449	)
Accumulated OCI balance at March 31, 2011	$	(66	)	$	593		$	527

        A $5.1 million loss was deferred in other comprehensive loss for natural gas swap contracts accounted for as cash flow hedges prior to July 1, 2009 when hedge accounting for these natural gas swaps was discontinued prospectively. Amortization of the remaining loss (income) in other comprehensive income of $0.1 million was recorded in change in fair value of derivative instruments for the three month periods ended March 31, 2012 and 2011, respectively.

• Impact of derivative instruments on the consolidated statements of operations

        The following table summarizes realized (gains) and losses for derivative instruments not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Fuel	$	4,815		$	2,476
Gas purchase agreements	Fuel		10,829			—
Foreign currency forwards	Foreign exchange (gain) loss		(11,930	)		(2,537	)
Interest rate swaps	Interest, net		1,157			976

        The following table summarizes the unrealized gains and (losses) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Change in fair value of derivatives	$	1,795		$	2,883
Gas purchase agreements	Change in fair value of derivatives		57,877			—
Interest rate swaps	Change in fair value of derivatives		(1,550	)		678
		$	58,122		$	4,239
Foreign currency forwards	Foreign exchange (gain) loss	$	5,210		$	(3,436	)

12. Accounting for derivative instruments and hedging activities

        We recognize all derivative instruments on the balance sheet as either assets or liabilities and measure them at fair value each reporting period. For certain contracts designated as cash flow hedges, we defer the effective portion of the change in fair value of the derivatives to accumulated other comprehensive income (loss), until the hedged transactions occur and are recognized in earnings. The ineffective portion of a cash flow hedge is immediately recognized in earnings.

        For derivatives that are not designated as cash flow hedges, the changes in the fair value are immediately recognized in earnings. The guidelines apply to our natural gas swaps, interest rate swaps, and foreign exchange contracts.

• Natural gas swaps

        The operating margin at our 50% owned Orlando project is exposed to changes in natural gas prices following the expiration of its fuel contract at the end of 2013. In the third quarter of 2010 we entered into natural gas swaps in order to effectively fix the price of 1.2 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2014 and 2015. In the third quarter of 2011, we entered into additional natural gas swaps for 2014 and 2015 increasing the total to 2.0 million Mmbtu or approximately 40% of our share of expected natural gas purchases for that period. Also in the third quarter of 2011, we entered into natural gas swaps to effectively fix the price of 1.3 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2016 and 2017.

        The Lake project's operating margin is exposed to changes in natural gas spot market prices through the expiration of its PPA on July 31, 2013. The Auburndale project purchases natural gas under a fuel supply agreement that provides approximately 80% of the project's fuel requirements at fixed prices through June 30, 2012. The remaining 20% is purchased at spot market prices and therefore the project is exposed to changes in natural gas prices for that portion of its gas requirements through the termination of the fuel supply agreement and 100% of its natural gas requirements from the expiration of the fuel supply agreement in mid-2012 until the termination of its PPA at the end of 2013.

        Our strategy to mitigate the future exposure to changes in natural gas prices at Orlando, Lake and Auburndale consists of periodically entering into financial swaps that effectively fix the price of natural gas expected to be purchased at these projects. These natural gas swaps are derivative financial instruments and are recorded in the consolidated balance sheet at fair value and the changes in their fair market value are recorded in the consolidated statement of operations.

• Interest rate swaps

        The Cadillac project has an interest rate swap agreement that effectively fixes the interest rate at 6.02% from February 16, 2011 to February 15, 2015, 6.14% from February 16, 2015 to February 15, 2019, 6.26% from February 16, 2019 to February 15, 2023, and 6.38% thereafter. The notional amount of the interest rate swap agreement matches the outstanding principal balance over the remaining life of Cadillac's debt. This swap agreement, which qualifies for and is designated as a cash flow hedge, is effective through June 2025 and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Auburndale project hedged a portion of its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 3.12%. The notional amount of the swap matches the outstanding principal balance over the remaining life of Auburndale's debt. This swap agreement is effective through November 30, 2013. The interest rate swap agreement was designated as a cash flow hedge of the forecasted interest payments under the project-level Auburndale debt agreement and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Piedmont project has interest rate swap agreements to economically fix its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 1.7% plus an applicable margin ranging from 3.5% to 3.75% from March 31, 2011 to February 29, 2016. From February 2016 until the maturity of the debt in November 2017, the fixed rate of the swap is 4.47% and the applicable margin is 4.0%, resulting in an all-in rate of 8.47%. The swap continues at the fixed rate of 4.47% from the maturity of the debt in November 2017 until November 2030. The notional amounts of the interest rate swap agreements match the estimated outstanding principal balance of Piedmont's cash grant bridge loan and the construction loan facility that will convert to a term loan. The interest rate swaps were executed on October 21, 2010 and November 2, 2010 and expire on February 29, 2016 and November 30, 2030, respectively. The interest rate swap agreements are not designated as hedges, and changes in their fair market value are recorded in the consolidated statements of operations.

        In July 2007, we executed an interest rate swap to economically fix the exposure to changes in interest rates related to the variable-rate non-recourse debt at our wholly-owned subsidiary Epsilon Power Partners. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.29%. In June 2010, the swap agreement was amended to reduce the fixed interest rate 4.24% and extend the maturity date from July 2012 to July 2019. The notional amount of the swap matches the outstanding principal balance over the remaining life of Epsilon Power Partners' debt. This interest rate swap agreement is not designated as a hedge and changes in its fair market value are recorded in the consolidated statements of operations.

• Foreign currency forward contracts

        We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates, as we generate cash flow in U.S. dollars and Canadian dollars but pay dividends to shareholders and interest on convertible debentures predominantly in Canadian dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the long-term sustainability of dividends to shareholders. We have executed this strategy by entering into forward contracts to purchase Canadian dollars at a fixed rate to hedge approximately 99% of our expected dividend and convertible debenture interest payments through 2015. Changes in the fair value of the forward contracts partially offset foreign exchange gain or losses on the U.S. dollar equivalent of our Canadian dollar obligations. At December 31, 2011, the forward contracts consist of (1) monthly purchases through the end of 2013 of Cdn$6.0 million at an exchange rate of Cdn$1.134 per U.S. dollar and (2) contracts assumed in our acquisition of the Partnership with various expiration dates through December 2015 to purchase a total of Cdn$215.5 million at an average exchange rate of Cdn$1.134 per U.S. dollar. It is our intention to periodically consider extending the length or terminating these forward contracts.

• Volume of forecasted transactions

        We have entered into derivative instruments in order to economically hedge the following notional volumes of forecasted transactions as summarized below, by type, excluding those derivatives that qualified for the normal purchases and normal sales exception as of December 31, 2011 and 2010:

	Units	December 31, 2011		December 31, 2010
Natural gas swaps	Natural gas (Mmbtu)		14,140		15,540
Interest rate swaps	Interest (US$)	$	52,711	$	44,228
Currency forwards	Cdn$	$	312,533	$	219,800

• Fair value of derivative instruments

        We have elected to disclose derivative instrument assets and liabilities on a trade-by-trade basis and do not offset amounts at the counterparty master agreement level. The following table summarizes the fair value of our derivative assets and liabilities:

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

	December 31, 2010
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	2,124
Interest rate swaps long-term		—		2,626
Total derivative instruments designated as cash flow hedges		—		4,750
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		1,286
Interest rate swaps long-term		3,299		2,000
Foreign currency forward contracts current		8,865		—
Foreign currency forward contracts long-term		14,585		—
Natural gas swaps current		—		6,599
Natural gas swaps long-term		—		16,917
Total derivative instruments not designated as cash flow hedges		26,749		26,802
Total derivative instruments	$	26,749	$	31,552

• Accumulated other comprehensive income

        The following table summarizes the changes in the accumulated other comprehensive income (loss) ("OCI") balance attributable to derivative financial instruments designated as a hedge, net of tax:

For the year ended December 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2011	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		(2,647	)		—			(2,647	)
Realized from OCI during the period		1,370			(361	)		1,009
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Gains (losses) expected to be realized from OCI in the next 12 months, net of $471 tax	$	936		$	(230	)	$	706

For the year ended December 31, 2010	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2010	$	(538	)	$	(321	)	$	(859	)
Change in fair value of cash flow hedges		(360	)		—			(360	)
Realized from OCI during the period		471			1,003			1,474
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255

For the year ended December 31, 2009	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2009	$	(501	)	$	(2,635	)	$	(3,136	)
Change in fair value of cash flow hedges		(565	)		(1,985	)		(2,550	)
Realized from OCI during the period		528			4,299			4,827
Accumulated OCI balance at December 31, 2009	$	(538	)	$	(321	)	$	(859	)

        A $5.1 million loss was deferred in other comprehensive loss for natural gas swap contracts accounted for as cash flow hedges prior to July 1, 2009 when hedge accounting for these natural gas swaps was discontinued prospectively. Amortization of the remaining loss (income) in other comprehensive income of $(0.6) million, $1.7 million, and $7.2 million was recorded in change in fair value of derivative instruments for the years ended December 31, 2011, 2010 and 2009, respectively.

• Impact of derivative instruments on the consolidated income statements

        The following table summarizes realized (gains) and losses for derivative instruments not designated as cash flow hedges:

		Year ended December 31,
	Classification of (gain) loss recognized in income
		2011		2010			2009
Natural gas swaps	Fuel	$	9,269	$	9,141		$	10,089
Interest rate swaps	Interest, net		4,166		1,664			1,446
Foreign currency forwards	Foreign exchange (gain) loss		5,201		(6,625	)		(3,864	)

        The following table summarizes the unrealized gains and (losses) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

		Year ended December 31,
	Classification of (gain) loss recognized in income
		2011		2010			2009
Natural gas swaps	Change in fair value of derivatives	$	10,540	$	17,470		$	(7,182	)
Interest rate swaps	Change in fair value of derivatives		12,236		(3,423	)		369
		$	22,776	$	14,047		$	(6,813	)
Forward currency forwards	Foreign exchange (gain) loss	$	14,211	$	(3,542	)	$	(31,138	)

XML

Accounting for derivative instruments and hedging activities (Details 2) In Thousands, unless otherwise specified	Mar. 31, 2012 Natural gas swaps mmbtu	Dec. 31, 2011 Natural gas swaps mmbtu	Dec. 31, 2010 Natural gas swaps mmbtu	Mar. 31, 2012 Gas purchase agreements gigajoule	Dec. 31, 2011 Gas purchase agreements gigajoule	Mar. 31, 2012 Interest rate swaps USD ($)	Dec. 31, 2011 Interest rate swaps USD ($)	Dec. 31, 2010 Interest rate swaps USD ($)	Mar. 31, 2012 Currency forward CAD	Dec. 31, 2011 Currency forward CAD	Dec. 31, 2010 Currency forward CAD
Derivative instruments
Volume of forecasted transactions (in Mmbtu)	12,870,000	14,140,000	15,540,000	31,785,000	33,957,000
Volume of forecasted transactions, (in dollars)						$ 51,376	$ 52,711	$ 44,228	248,986	312,533	219,800

XML

Income taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Components of income tax expenses (benefit)
Current income tax expense (benefit)	$ 1,385	$ (488)	$ 1,584	$ 960	$ (9,257)
Deferred tax expense (benefit)	(17,676)	2,011	(9,908)	17,964	(6,436)
Total income tax expense (benefit)	(16,291)	1,523	(8,324)	18,924	(15,693)
Canadian enacted statutory rate (as a percent)	25.00%		26.50%	28.50%	30.00%
Reconciliation of income taxes
Computed income taxes at Canadian statutory rate	16,300		(11,651)	4,295	(16,254)
Increases (decreases) resulting from:
Dividend withholding tax			371	765
Various Income Tax rates for Operating Countries			(5,636)	1,537	(5,418)
Foreign exchange			(113)
Permanent differences			(1,479)		(1,131)
Canadian loss carryforwards					(13,204)
Non-deductible acquisition costs			4,287
Non-deductible interest expense			2,134
Federal grant			(6,573)
Prior year true-up			2,246		(1,970)
Other			(1,283)	38	279
Income tax expense (benefit) after adjustments for operating countries with different income tax rates			(17,287)	5,832	(21,672)
Valuation allowance			9,373	12,289	22,005
Income tax expense (benefit) after adjustments for operating countries with different income tax rates and valuation allowance			(7,914)	18,121	333
Total other reconciliation items			(410)	803	(16,026)
Total income tax expense (benefit)	(16,291)	1,523	(8,324)	18,924	(15,693)
Deferred tax assets:
Intangible assets				37,488
Loss carryforwards			122,472	58,702
Other accrued liabilities			28,059	18,869
Issuance costs			6,532	2,312
Disallowed interest carryforward			9,189
Unrealized foreign exchange gain			441
Other				130
Total deferred tax assets			166,693	117,501
Valuations allowance	(97,400)		(89,020)	(79,420)
Net deferred tax assets			77,673	38,081
Deferred tax liabilities:
Intangible assets			(121,055)
Property, plant and equipment			(133,689)	(66,535)
Natural gas and interest rate hedges				(170)
Derivative contracts			(4,752)
Unrealized foreign exchange gain				(815)
Other long-term investments			(921)
Other			(181)
Total deferred tax liabilities			(260,598)	(67,520)
Net deferred tax liability			(182,925)	(29,439)
Net deferred tax position
Long-term deferred tax liabilities, net	(165,413)		(182,925)	(29,439)
Net deferred tax liability			$ (182,925)	$ (29,439)

XML

Condensed consolidating financial information (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash flows from operating activities:
Net cash provided by operating activities	$ 66,492	$ 20,347	$ 55,935	$ 86,953	$ 50,449
Cash flows used in investing activities:
Cash paid for acqusitions, net of cash acquired			(591,583)	(78,180)	(3,068)
Change in restricted cash	(6,349)	(7,524)	(5,668)	945	575
Biomass development costs	(123)	(308)	(931)	(2,286)
Purchase of property, plant and equipment	(164,126)
Net cash (used in) provided by investing activities	(170,615)	(18,115)	(682,008)	(146,997)	24,958
Cash flows provided by financing activities:
Repayment of project-level debt	(2,725)	(3,400)	(21,589)	(18,882)	(12,744)
Deferred financing costs	(10,179)		(26,373)	(7,941)
Proceeds from project level debt	184,216	2,781	100,794		78,330
Repayments of revolving credit facility borrowings	(8,000)			(20,000)	(55,000)
Proceeds from revolving credit facility borrowings	22,800		58,000	20,000
Dividends paid	(36,031)	(18,852)	(85,029)	(65,028)	(24,955)
Net cash provided by (used in) financing activities	150,081	(19,471)	641,227	55,691	(62,884)
Net (decrease) increase in cash and cash equivalents	45,958	(17,239)	15,154	(4,353)	12,523
Cash and cash equivalents at beginning of year	60,651	45,497	45,497	49,850	37,327
Cash and cash equivalents at end of year	106,609	28,258	60,651	45,497	49,850
Guarantor Subsidiaries
Cash flows from operating activities:
Net cash provided by operating activities	30,019		20,963
Cash flows used in investing activities:
Cash paid for acqusitions, net of cash acquired	198		12,143
Change in restricted cash	(6,349)		(5,668)
Biomass development costs	(123)		(931)
Purchase of property, plant and equipment	(164,126)
Net cash (used in) provided by investing activities	(170,400)		(79,538)
Cash flows provided by financing activities:
Repayment of project-level debt	(2,725)		(21,589)
Deferred financing costs	(10,179)
Proceeds from project level debt	184,216		100,794
Repayments of revolving credit facility borrowings	(8,000)
Proceeds from revolving credit facility borrowings	22,800		8,000
Dividends paid	(3,274)		(3,247)
Net cash provided by (used in) financing activities	182,838		83,958
Net (decrease) increase in cash and cash equivalents	42,457		25,383
Cash and cash equivalents at beginning of year	58,370	32,987	32,987
Cash and cash equivalents at end of year	100,827		58,370
Curtis Palmer
Cash flows from operating activities:
Net cash provided by operating activities	(46)		45
Cash flows used in investing activities:
Purchase of property, plant and equipment	(17)
Net cash (used in) provided by investing activities	(17)		(60)
Cash flows provided by financing activities:
Net (decrease) increase in cash and cash equivalents	(63)		(15)
Cash and cash equivalents at beginning of year	(15)
Cash and cash equivalents at end of year	(78)		(15)
Atlantic Power
Cash flows from operating activities:
Net cash provided by operating activities	36,519		34,927
Cash flows used in investing activities:
Cash paid for acqusitions, net of cash acquired	(198)		(603,726)
Net cash (used in) provided by investing activities	(198)		(602,410)
Cash flows provided by financing activities:
Deferred financing costs			(26,373)
Proceeds from revolving credit facility borrowings			50,000
Dividends paid	(32,757)		(81,782)
Net cash provided by (used in) financing activities	(32,757)		557,269
Net (decrease) increase in cash and cash equivalents	3,564		(10,214)
Cash and cash equivalents at beginning of year	2,296	12,510	12,510
Cash and cash equivalents at end of year	$ 5,860		$ 2,296

XML

Segment and geographic information (Details 2) (Revenues, net, Consolidated revenue)	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Progress Energy Florida (PEF)
Consolidated revenue concentration
Percentage of consolidated revenue	40.10%	52.00%	71.70%	78.00%	71.10%
California Independent System Operator
Consolidated revenue concentration
Percentage of consolidated revenue		10.60%	14.20%	15.90%	17.30%

XML

Condensed consolidating financial information (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Nov. 04, 2011
Long-term debt
Total debt		$ 1,415,278
Senior Notes, due 2018
Long-term debt
Total debt	$ 460,000	$ 460,000	$ 460,000
Interest rate on long-term debt (as a percent)	9.00%	9.00%	9.00%

XML

Defined benefit plan (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Y
Weighted-Average Assumptions used to calculate benefit obligations
Discount rate (as a percent)	4.75%
Weighted-Average Assumptions used to calculate benefit expense
Discount rate (as a percent)	4.75%
Rate of return on plan assets (as a percent)	5.50%
Period over which corporate AA rated yield curve extrapolated to derive CIA/Natcan curve (in years)	10
Maturity period of corporate bonds rated AA (in years)	10
Pension plan assets weighted average allocations
Canadian equity investment (as a percent)	30.00%
U.S. equity (as a percent)	14.00%
International equity (as a percent)	13.00%
Canadian fixed income (as a percent)	40.00%
International fixed income (as a percent)	3.00%
Total pension plan assets weighted average allocations	100.00%
Expected future benefit payments
2012	$ 225
2013	252
2014	293
2015	319
2016	362
2017-2021	$ 412
Minimum
Weighted-Average Assumptions used to calculate benefit obligations
Rate of compensation increase (as a percent)	3.00%
Weighted-Average Assumptions used to calculate benefit expense
Rate of compensation increase (as a percent)	3.00%
Maximum
Weighted-Average Assumptions used to calculate benefit obligations
Rate of compensation increase (as a percent)	4.00%
Weighted-Average Assumptions used to calculate benefit expense
Rate of compensation increase (as a percent)	4.00%

XML

Segment and related information (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Mar. 31, 2012
Revenue and Assets
Revenue	$ 125,639,000	$ 52,333,000	$ 53,258,000	$ 53,665,000	$ 46,092,000	$ 54,039,000	$ 47,904,000	$ 47,221,000	$ 284,895	$ 195,256	$ 179,517
Property, plant, and equipment, net	1,388,254			284,018	271,830				1,388,254	271,830		1,549,626
United States
Revenue and Assets
Revenue									249,109	195,256	179,517
Property, plant, and equipment, net	816,744			284,018	271,830				816,744	271,830		972,213
Canada
Revenue and Assets
Revenue									35,786
Property, plant, and equipment, net	$ 571,510								$ 571,510			$ 577,413

XML

Income taxes (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Operating loss carryforwards
Net operating loss carryforwards	$ 352,875
2022
Operating loss carryforwards
Net operating loss carryforwards	4,245
2023
Operating loss carryforwards
Net operating loss carryforwards	9,320
2024
Operating loss carryforwards
Net operating loss carryforwards	8,504
2025
Operating loss carryforwards
Net operating loss carryforwards	243
2026
Operating loss carryforwards
Net operating loss carryforwards	5,865
2027
Operating loss carryforwards
Net operating loss carryforwards	70,447
2028
Operating loss carryforwards
Net operating loss carryforwards	103,477
2029
Operating loss carryforwards
Net operating loss carryforwards	79,911
2030
Operating loss carryforwards
Net operating loss carryforwards	25,941
2031
Operating loss carryforwards
Net operating loss carryforwards	$ 44,922

XML

Accounting for derivative instruments and hedging activities (Details)						3 Months Ended				12 Months Ended																						1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2012 Orlando project	Dec. 31, 2011 Orlando project	Mar. 31, 2012 Natural gas swaps mmbtu	Dec. 31, 2011 Natural gas swaps mmbtu	Dec. 31, 2010 Natural gas swaps mmbtu	Sep. 30, 2011 Natural gas swaps during 2014 and 2015 Orlando project mmbtu	Sep. 30, 2010 Natural gas swaps during 2014 and 2015 Orlando project mmbtu	Sep. 30, 2011 Natural gas swaps during 2016 and 2017 Orlando project mmbtu	Mar. 31, 2012 Natural gas swaps through June 30, 2012 Auburndale project	Dec. 31, 2011 Natural gas swaps through June 30, 2012 Auburndale project	Mar. 31, 2012 Interest rate swaps USD ($)	Dec. 31, 2011 Interest rate swaps USD ($)	Dec. 31, 2010 Interest rate swaps USD ($)	Jun. 30, 2010 Interest rate swaps Epsilon Power Partners	Jul. 31, 2007 Interest rate swaps Epsilon Power Partners	Mar. 31, 2012 Interest rate swaps Auburndale project	Dec. 31, 2011 Interest rate swaps Auburndale project	Mar. 31, 2012 Interest rate swaps Swaption interest rate from February 16, 2011 to February 15, 2015	Dec. 31, 2011 Interest rate swaps Swaption interest rate from February 16, 2011 to February 15, 2015	Mar. 31, 2012 Interest rate swaps Swaption interest rate from February 15, 2015 to February 15, 2019	Dec. 31, 2011 Interest rate swaps Swaption interest rate from February 15, 2015 to February 15, 2019	Mar. 31, 2012 Interest rate swaps Swaption interest rate from February 16, 2019 to February 15, 2023	Dec. 31, 2011 Interest rate swaps Swaption interest rate from February 16, 2019 to February 15, 2023	Mar. 31, 2012 Interest rate swaps Swaption interest rate after February 15, 2023	Dec. 31, 2011 Interest rate swaps Swaption interest rate after February 15, 2023	Mar. 31, 2012 Interest rate swaps Swaption interest rate from March 31, 2011 to February 29, 2016 Piedmont project	Dec. 31, 2011 Interest rate swaps Swaption interest rate from March 31, 2011 to February 29, 2016 Piedmont project	Mar. 31, 2012 Interest rate swaps Swaption interest rate from February, 2016 to November, 2017 Piedmont project	Dec. 31, 2011 Interest rate swaps Swaption interest rate from February, 2016 to November, 2017 Piedmont project	Mar. 31, 2012 Interest rate swaps Swaption interest rate from November, 2017 to November, 2030 Piedmont project	Dec. 31, 2011 Interest rate swaps Swaption interest rate from November, 2017 to November, 2030 Piedmont project	Jan. 31, 2012 Foreign currency forward contracts CAD	Mar. 31, 2012 Foreign currency forward contracts CAD CADPerUSD	Dec. 31, 2011 Foreign currency forward contracts USD ($)	Dec. 31, 2011 Foreign currency forward contracts CAD CADPerUSD	Mar. 30, 2012 Foreign currency forward contracts CADPerUSD	Oct. 31, 2011 Foreign currency forward contracts CADPerUSD	Dec. 31, 2010 Foreign currency forward contracts CAD
Derivative instruments
Percentage of ownership interest	50.00%	50.00%	50.00%	50.00%
Notional amount (in Mmbtu)			12,870,000	14,140,000	15,540,000	2,000,000	1,200,000	1,300,000
Notional amount, (in dollars)											$ 51,376,000	$ 52,711,000	$ 44,228,000																				248,986,000		312,533,000			219,800,000
Percentage of the entity's share in expected natural gas purchases hedge						40.00%	25.00%	25.00%	80.00%	80.00%
Remaining percentage of natural gas purchased at spot market price									20.00%	20.00%
Percentage of natural gas purchased at spot market price after expiration of fuel supply agreement									100.00%	100.00%
Swaption interest rate (as a percent)															5.29%	5.10%	3.12%	6.02%	6.02%	6.14%	6.14%	6.26%	6.26%	6.38%	6.38%	1.70%	1.70%	4.47%	4.47%	4.47%	4.47%
Applicable margin, low end of range (as a percent)																										3.50%	3.50%
Applicable margin, high end of range (as a percent)																										3.75%	3.75%
Applicable margin (as a percent)																												4.00%	4.00%
Swaption interest rate after addition of applicable margin (as a percent)																												8.47%	8.47%
Reduced swaption interest rate after amendment (as a percent)														4.24%
Percentage of expected dividend and convertible debenture interest payments hedge																																	85.00%	99.00%	99.00%
Notional amount through the end of 2015																																81,400,000	6,000,000		6,000,000
Notional amount through December 2015																																	123,000,000		215,500,000
Exchange rate (in CAD per USD)																																	1.127	1.134	1.134	1.134	1.131
Realized gain from termination of various foreign currency forward contracts																																		$ 9,600,000

XML

Basic and diluted earnings (loss) per share

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Basic and diluted earnings (loss) per share

Basic and diluted earnings (loss) per share

10. Basic and diluted earnings (loss) per share

        Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average common shares outstanding during their respective period. Diluted earnings (loss) per share is computed including dilutive potential shares as if they were outstanding shares during the year. Dilutive potential shares include shares that would be issued if all of the convertible debentures were converted into shares at January 1, 2012. Dilutive potential shares also include the weighted average number of shares, as of the date such notional units were granted, that would be issued if the unvested notional units outstanding under the LTIP were vested and redeemed for shares under the terms of the LTIP.

        The following table sets forth the diluted net income and potentially dilutive shares utilized in the per share calculation for the three months ended March 31, 2012 and 2011:

	2012			2011
Numerator:
Net income (loss) attributable to Atlantic Power Corporation	$	(42,292	)	$	6,136
Denominator:
Weighted average basic shares outstanding		113,578			67,654
Dilutive potential shares:
Convertible debentures		13,252			14,809
LTIP notional units		478			517
Potentially dilutive shares		127,308			82,980
Diluted EPS	$	(0.37	)	$	0.09

        Potentially dilutive shares from convertible debentures and potentially dilutive shares from LTIP notional units have been excluded from fully diluted shares in the three months ended March 31, 2012 because their impact would be anti-dilutive. Potentially dilutive shares from convertible debentures have been excluded from fully diluted shares in the three-month period ended March 31, 2011 because their impact would be anti-dilutive.

18. Basic and diluted earnings (loss) per share

        Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average common shares outstanding during their respective period. Diluted earnings (loss) per share is computed including dilutive potential shares as if they were outstanding shares during the year. Dilutive potential shares include shares that would be issued if all of the convertible debentures were converted into shares at January 1, 2011. Dilutive potential shares also include the weighted average number of shares, as of the date such notional units were granted, that would be issued if the unvested notional units outstanding under the LTIP were vested and redeemed for shares under the terms of the LTIP.

        Because we reported a loss for the years ended December 31, 2011, 2010 and 2009, diluted earnings per share are equal to basic earnings per share as the inclusion of potentially dilutive shares in the computation is anti-dilutive.

        The following table sets forth the diluted net income and potentially dilutive shares utilized in the per share calculation for the years ended December 31, 2011, 2010 and 2009:

	2011			2010			2009
Numerator:
Net loss attributable to Atlantic Power Corporation	$	(38,408	)	$	(3,752	)	$	(38,486	)
Denominator:
Weighted average basic shares outstanding		77,466			61,706			60,632
Dilutive potential shares:
Convertible debentures		13,962			12,339			5,095
LTIP notional units		438			542			476
Potentially dilutive shares		91,866			74,587			66,203
Diluted EPS	$	(0.50	)	$	(0.06	)	$	(0.63	)

        Potentially dilutive shares from convertible debentures and potentially dilutive shares from LTIP notional units have been excluded from fully diluted shares in the years ended December 31, 2011, 2010 and 2009 because their impact would be anti-dilutive.

XML

Segment and geographic information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Segment and related information
Operating revenues	$ 167,610	$ 53,665
Segment assets	3,475,710	1,007,801	3,248,427	1,013,012	869,576
Project Adjusted EBITDA	92,851	35,993	185,278	152,584	144,179
Change in fair value of derivative instruments	58,422	(2,784)	25,334	17,643	5,047
Depreciation and amortization	49,945	17,437	95,564	65,791	67,643
Interest, net	8,868	6,240	27,990	23,628	31,511
Other project (income) expense	266	231	2,411	3,643	(8,437)
Project (loss) income	(24,650)	14,869
Administration	7,833	4,054	38,108	16,149	26,028
Interest, net	22,036	3,968	25,998	11,701	55,698
Foreign exchange loss	986	(658)	13,838	(1,014)	20,506
Income (loss) from operations before income taxes	(55,505)	7,505	(43,965)	15,069	(54,179)
Income tax expense (benefit)	(16,291)	1,523	(8,324)	18,924	(15,693)
Net loss	(39,214)	5,982	(35,641)	(3,855)	(38,486)
North East
Segment and related information
Operating revenues	66,926	4,547
Segment assets	1,198,652	288,774	1,153,627	285,711	199,959
Project Adjusted EBITDA	42,398	7,488	59,299	36,030	32,435
Change in fair value of derivative instruments	58,016	490	3,624	3,470	(1,569)
Depreciation and amortization	17,447	4,596	30,818	15,653	14,286
Interest, net	4,738	2,434	11,512	8,321	10,450
Other project (income) expense	242	200	2,406	1,592	6,672
Project (loss) income	(38,045)	(232)
Income (loss) from operations before income taxes	(38,045)	(232)	10,939	6,994	2,596
Net loss	(38,045)	(232)	10,939	6,994	2,596
South East
Segment and related information
Operating revenues	41,751	41,426
Segment assets	431,046	360,763	428,996	342,608	327,844
Project Adjusted EBITDA	21,674	19,588	79,445	78,245	75,265
Change in fair value of derivative instruments	406	(3,274)	22,031	14,173	6,616
Depreciation and amortization	9,372	9,434	37,627	37,630	41,014
Interest, net	169	309	1,022	1,611	6,084
Other project (income) expense	14	31	67	135	(15,788)
Project (loss) income	11,713	13,088
Income (loss) from operations before income taxes	11,713	13,088	18,698	24,696	37,339
Net loss	11,713	13,088	18,698	24,696	37,339
North West
Segment and related information
Operating revenues	15,300
Segment assets	825,138	47,156	798,475	47,687	7,003
Project Adjusted EBITDA	13,439	866	11,363	736	822
Depreciation and amortization	10,426	439	9,554	364	365
Interest, net	1,096	370	2,877	(1)	(1)
Other project (income) expense	7		(206)	47
Project (loss) income	1,910	57
Income (loss) from operations before income taxes	1,910	57	(862)	326	458
Net loss	1,910	57	(862)	326	458
South West
Segment and related information
Operating revenues	42,696	7,644
Segment assets	940,675	226,542	743,574	222,437	232,179
Project Adjusted EBITDA	18,764	8,501	37,717	37,867	35,891
Depreciation and amortization	12,657	2,961	17,495	12,100	11,964
Interest, net	2,808	3,089	12,538	13,700	14,960
Other project (income) expense	82		26	2,080	679
Project (loss) income	3,217	2,451
Income (loss) from operations before income taxes	3,217	2,451	7,658	9,987	8,288
Net loss	3,217	2,451	7,658	9,987	8,288
Un-allocated Corporate
Segment and related information
Operating revenues	937	48
Segment assets	80,199	84,566	123,755	114,569	102,591
Project Adjusted EBITDA	(3,424)	(450)	(2,546)	(294)	(234)
Change in fair value of derivative instruments			(321)
Depreciation and amortization	43	7	70	44	14
Interest, net	57	38	41	(3)	18
Other project (income) expense	(79)		118	(211)
Project (loss) income	(3,445)	(495)
Administration	7,833	4,054	38,108	16,149	26,028
Interest, net	22,036	3,968	25,998	11,701	55,698
Foreign exchange loss	986	658	13,838	(1,014)	20,506
Income (loss) from operations before income taxes	(34,300)	(7,859)	(80,398)	(26,934)	(102,860)
Income tax expense (benefit)	(16,291)	1,523	(8,324)	18,924	(15,693)
Net loss	$ (18,009)	$ (9,382)	$ (72,074)	$ (45,858)	$ (87,167)

XML

Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2011

Commitments and contingencies

Schedule of future minimum lease commitments under operating leases

Future minimum lease commitments under operating leases for the years ending after December 31, 2011, are as follows (in thousands):

2012	$	1,149
2013		942
2014		619
2015		404
2016		335
Thereafter		1,609
	$	5,058

Schedule of estimated commitments under transmission, interconnection and long-term service agreements

As of December 31, 2011, our commitments under such outstanding agreements are estimated as follows (in thousands):

2012	$	9,102
2013		6,671
2014		2,752
2015		2,822
2016		2,894
Thereafter		22,663
	$	46,904

Schedule of estimated commitments under fuel supply and transportation agreements

As of December 31, 2011, our commitments under such outstanding agreements are estimated as follows (in thousands):

2012	$	67,712
2013		61,303
2014		64,214
2015		64,449
2016		66,006
Thereafter		66,732
	$	390,416

XML

Convertible debentures (Tables)

12 Months Ended

Dec. 31, 2011

Convertible debentures

Schedule of outstanding convertible debentures

	6.5% Debentures due 2014			6.25% Debentures due 2017			5.6% Debentures due 2017		Total
Balance at December 31, 2009 (Cdn$)		60,000			86,250			—		146,250
Principal amount converted to equity (Cdn$)		(4,199	)		(3,126	)		—		(7,325	)
Issuance of 5.6% Debentures		—			—			80,500		80,500
Balance at December 31, 2010 (Cdn$)		55,801			83,124			80,500		219,425
Principal amount converted to equity (Cdn$)		(10,948	)		(15,691	)		—		(26,639	)
Balance at December 31, 2011 (Cdn$)		44,853			67,433			80,500		192,786
Balance at December 31, 2011 (US$)	$	44,103		$	66,306		$	79,154	$	189,563
Common shares issued on conversion during the year ended December 31, 2011		882,893			1,206,992			—		2,089,885

XML

Accounting for derivative instruments and hedging activities (Details 5) (Derivative instruments not designated as cash flow hedges, USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	$ 58,122	$ 4,239	$ 22,776	$ 14,047	$ 6,813
Natural gas swaps | Realized (gains) and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	4,815	2,476	9,269	9,141	10,089
Natural gas swaps | Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	1,795	2,883	10,540	17,470	(7,182)
Interest rate swaps | Realized (gains) and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	(11,930)	(2,537)	4,166	1,664	1,446
Interest rate swaps | Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	(1,550)	678	12,236	(3,423)	369
Foreign currency forward contracts | Realized (gains) and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	1,157	976	5,201	(6,625)	(3,864)
Foreign currency forward contracts | Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	$ 5,210	$ (3,436)	$ 14,211	$ (3,542)	$ (31,138)

XML

VALUATION AND QUALIFYING ACCOUNTS (Details) (Income tax valuation allowance, deducted from deferred tax assets:, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income tax valuation allowance, deducted from deferred tax assets:
Movement in valuation and qualifying accounts
Balance at Beginning of Period	$ 79,420	$ 67,131	$ 45,126
Charged to Costs and Expenses	9,600	12,289	22,005
Balance at End of Period	$ 89,020	$ 79,420	$ 67,131

XML

Inventory (Tables)

12 Months Ended

Dec. 31, 2011

Inventory

Schedule of inventories

	December 31,
	2011		2010
Parts and other consumables	$	11,884	$	3,592
Fuel		6,744		1,906
Total inventory	$	18,628	$	5,498

XML

Consolidating Financial Information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Consolidating financial information

Schedule of consolidating balance sheet

	Guarantor Subsidiaries		Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Assets
Current Assets:
Cash and cash equivalents	$	100,827	$	(78	)	$	5,860		$	—		$	106,609
Restricted cash		27,761		—			—			—			27,761
Accounts receivable		89,392		17,477			2,996			(50,364	)		59,501
Prepayments, supplies, and other		39,555		1,167			1,139			—			41,861
Other current assets		4,055		—			8,856			—			12,911
Total current assets		261,590		18,566			18,851			(50,364	)		248,643
Property, plant, and equipment, net		1,375,605		175,087			—			(1,066	)		1,549,626
Transmission system rights		178,319		—			—			—			178,319
Equity investments in unconsolidated affiliates		5,053,320		—			865,104			(5,441,326	)		477,098
Other intangible assets, net		582,491		166,067			—			(150,925	)		597,633
Goodwill		285,358		58,228			—			—			343,586
Other assets		483,401		—			438,639			(841,235	)		80,805
Total assets	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	99,992	$	4,704		$	38,672		$	(50,364	)	$	93,004
Revolving credit facility		22,800					50,000						72,800
Current portion of long-term debt		246,520		—			—			—			246,520
Other current liabilities		51,308		—			13,468			—			64,776
Total current liabilities		420,620		4,704			102,140			(50,364	)		477,100
Long-term debt		714,685		190,000			460,000			—			1,364,685
Convertible debentures		—		—			193,269			—			193,269
Other non-current liabilities		1,214,271		8,135			948			(841,235	)		382,119
Equity
Preferred shares issued by a subsidiary company		221,304		—			—			—			221,304
Common shares		5,094,502		208,991			1,217,893			(5,303,493	)		1,217,893
Accumulated other comprehensive income (loss)		12,216		—			—			—			12,216
Retained deficit		539,619		6,118			(651,656	)		(289,824	)		(395,743	)
Total Atlantic Power Corporation shareholders' equity		5,867,641		215,109			566,237			(5,593,317	)		1,055,670
Noncontrolling interest		2,867		—			—			—			2,867
Total equity		5,870,508		215,109			566,237			(5,593,317	)		1,058,537
Total liabilities and equity	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Assets
Current assets:
Cash and cash equivalents	$	58,370		$	(15	)	$	2,296		$	—		$	60,651
Restricted cash		21,412			—			—			—			21,412
Accounts receivable		93,855			13,637			12,088			(40,572	)		79,008
Current portion of derivative instruments asset		3,519			—			6,892			—			10,411
Prepayments, supplies, and other		24,436			1,225			582			—			26,243
Deferred income taxes		—			—			—			—			—
Refundable income taxes		3,012			—			30			—			3,042
Total current assets		204,604			14,847			21,888			(40,572	)		200,767
Property, plant, and equipment, net		1,213,080			176,017			—			(843	)		1,388,254
Transmission system rights		180,282			—			—			—			180,282
Equity investments in unconsolidated affiliates		5,109,196			—			870,279			(5,505,124	)		474,351
Other intangible assets, net		415,454			168,820			—			—			584,274
Goodwill		285,358			58,228			—			—			343,586
Derivative instruments asset		15,490			—			6,513			—			22,003
Other assets		463,110			—			433,035			(841,235	)		54,910
Total assets	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	97,129		$	7,241		$	16,500		$	(40,572	)	$	80,298
Revolving credit facility		8,000					$	50,000						58,000
Current portion of long-term debt		20,958			—			—			—			20,958
Current portion of derivative instruments liability		20,592			—			—			—			20,592
Interest payable on convertible debentures		—			—			1,708			—			1,708
Dividends payable		36			—			10,697			—			10,733
Other current liabilities		165			—			—			—			165
Total current liabilities		146,880			7,241			78,905			(40,572	)		192,454
Long-term debt		754,900			190,000			460,000			—			1,404,900
Convertible debentures		—			—			189,563			—			189,563
Derivative instruments liability		33,170			—			—			—			33,170
Deferred income taxes		182,925			—			—			—			182,925
Other non-current liabilities		961,899			8,072			898			(841,235	)		129,634
Equity
Preferred shares issued by a subsidiary company		221,304			—			—			—			221,304
Common shares		5,156,644			208,991			1,217,265			(5,365,635	)		1,217,265
Accumulated other comprehensive income (loss)		(5,193	)		—			—			—			(5,193	)
Retained deficit		431,018			3,608			(614,916	)		(140,332	)		(320,622	)
Total Atlantic Power Corporation shareholders' equity		5,803,773			212,599			602,349			(5,505,967	)		1,112,754
Noncontrolling interest		3,027			—			—			—			3,027
Total equity		5,806,800			212,599			602,349			(5,505,967	)		1,115,781
Total liabilities and equity	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427

Consolidating statement of operations

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Project revenue:
Total project revenue	$	157,118		$	10,617		$	—		$	(125	)	$	167,610
Project expenses:
Fuel		62,099			—			—			—			62,099
Project operations and maintenance		30,067			1,636			(128	)		(75	)		31,500
Depreciation and amortization		32,705			3,763			—			—			36,468
		124,871			5,399			(128	)		(75	)		130,067
Project other income (expense):
Change in fair value of derivative instruments		(58,122	)		—			—			—			(58,122	)
Equity in earnings of unconsolidated affiliates		2,947			—			—			—			2,947
Interest expense, net		(4,325	)		(2,708	)		—			—			(7,033	)
Other income, net		15			—			—			—			15
		(59,485	)		(2,708	)		—			—			(62,193	)
Project income		(27,238	)		2,510			128			(50	)		(24,650	)
Administrative and other expenses (income):
Administration expense		5,134			—			2,699			—			7,833
Interest, net		20,379			—			1,484			173			22,036
Foreign exchange loss		1,133			—			(147	)		—			986
		26,646			—			4,036			173			30,855
Income (loss) from operations before income taxes		(53,884	)		2,510			(3,908	)		(223	)		(55,505	)
Income tax expense (benefit)		(16,291	)		—			—			—			(16,291	)
Net income (loss)		(37,593	)		2,510			(3,908	)		(223	)		(39,214	)
Net loss attributable to noncontrolling interest		(161	)		—			—			—			(161	)
Net income attributable to Preferred share dividends of a subsidiary company		3,239			—			—			—			3,239
Net income (loss) attributable to Atlantic Power Corporation	$	(40,671	)	$	2,510		$	(3,908	)	$	(223	)	$	(42,292	)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Project revenue:
Energy sales	$	97,053		$	9,009		$	—		$	—		$	106,062
Energy capacity revenue		131,362			—			—			—			131,362
Transmission services		30,087			—			—			—			30,087
Other		17,819			—			—			(435	)		17,384
		276,321			9,009			—			(435	)		284,895
Project expenses:
Fuel		93,993			—			—			—			93,993
Project operations and maintenance		55,334			851			922			(275	)		56,832
Depreciation and amortization		60,999			2,639			—			—			63,638
		210,326			3,490			922			(275	)		214,463
Project other income (expense):
Change in fair value of derivative instruments		(22,776	)		—			—			—			(22,776	)
Equity in earnings of unconsolidated affiliates		5,989			—			—			367			6,356
Interest expense, net		(16,694	)		(1,911	)		128			(1,576	)		(20,053	)
Other income, net		20			—			—			—			20
		(33,461	)		(1,911	)		128			(1,209	)		(36,453	)
Project income		32,534			3,608			(794	)		(1,369	)		33,979
Administrative and other expenses (income):
Administration expense		12,636			—			25,472			—			38,108
Interest, net		67,666			—			(41,668	)		—			25,998
Foreign exchange loss		4,057			—			9,781			—			13,838
		84,359			—			(6,415	)		—			77,944
Income (loss) from operations before income taxes		(51,825	)		3,608			5,621			(1,369	)		(43,965	)
Income tax expense (benefit)		(8,566	)		—			242			—			(8,324	)
Net income (loss)		(43,259	)		3,608			5,379			(1,369	)		(35,641	)
Net loss attributable to noncontrolling interest		(480	)		—			—			—			(480	)
Net income attributable to Preferred share dividends of a subsidiary company		3,247			—			—			—			3,247
Net income (loss) attributable to Atlantic Power Corporation	$	(46,026	)	$	3,608		$	5,379		$	(1,369	)	$	(38,408	)

Consolidating statement of cash flows

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations		Consolidated Balance
Net cash provided by operating activities	$	30,019		$	(46	)	$	36,519		$	—	$	66,492
Cash flows used in investing activities:
Acquisitions and investments, net of cash acquired		198			—			(198	)		—		—
Change in restricted cash		(6,349	)		—			—			—		(6,349	)
Biomass development costs		(123	)		—			—			—		(123	)
Purchase of property, plant and equipment		(164,126	)		(17	)		—			—		(164,143	)
Net cash used in investing activities		(170,400	)		(17	)		(198	)		—		(170,615	)
Cash flows provided by financing activities:
Repayment for long-term debt		(2,725	)					—			—		(2,725	)
Deferred finance costs		(10,179	)					—			—		(10,179	)
Proceeds from project-level debt		184,216						—			—		184,216
Payments for revolving credit facility borrowings		(8,000	)		—			—			—		(8,000	)
Proceeds from revolving credit facility borrowings		22,800			—			—			—		22,800
Dividends paid		(3,274	)		—			(32,757	)		—		(36,031	)
Net cash provided by financing activities		182,838			—			(32,757	)		—		150,081
Net increase in cash and cash equivalents		42,457			(63	)		3,564			—		45,958
Cash and cash equivalents at beginning of period		58,370			(15	)		2,296			—		60,651
Cash and cash equivalents at end of period	$	100,827		$	(78	)	$	5,860		$	—	$	106,609

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Cash flows from operating activities:
Net loss	$	(44,628	)	$	3,608		$	5,379		$	—		$	(35,641	)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		60,999			2,639			—			—			63,638
Long-term incentive plan expense		3,167			—			—			—			3,167
Earnings from unconsolidated affiliates		(6,356	)		—			—			—			(6,356	)
Distributions from unconsolidated affiliates		13,552			—			8,337			—			21,889
Unrealized foreign exchange loss		4,105			—			4,531			—			8,636
Change in fair value of derivative instruments		22,776			—			—			—			22,776
Change in deferred income taxes		(9,908	)		—			—			—			(9,908	)
Change in other operating balances														—
Accounts receivable		23,952			(8,880	)		298			(30,933	)		(15,563	)
Prepayments, refundable income taxes and other assets		1,783			583			(713	)		—			1,653
Accounts payable and accrued liabilities		(46,561	)		2,095			18,464			30,933			4,931
Other liabilities		(1,918	)		—			(1,369	)		—			(3,287	)
Net cash provided by operating activities		20,963			45			34,927			—			55,935
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired		12,143			—			(603,726	)		—			(591,583	)
Short-term loan to Idaho Wind		21,465			—			1,316			—			22,781
Change in restricted cash		(5,668	)		—			—			—			(5,668	)
Biomass development costs		(931	)		—			—			—			(931	)
Proceeds from sale of assets		8,500			—			—			—			8,500
Purchase of property, plant and equipment		(115,047	)		(60	)		—			—			(115,107	)
Net cash (used in) provided by investing activities		(79,538	)		(60	)		(602,410	)		—			(682,008	)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt		—						460,000			—			460,000
Proceeds from project-level debt		100,794						—			—			100,794
Proceeds from issuance of equity, net of offering costs		—			—			155,424			—			155,424
Deferred financing costs		—			—			(26,373	)		—			(26,373	)
Repayment of project-level debt		(21,589	)		—			—			—			(21,589	)
Proceeds from revolving credit facility borrowings		8,000			—			50,000			—			58,000
Dividends paid		(3,247	)		—			(81,782	)		—			(85,029	)
Net cash provided by (used in) financing activities		83,958			—			557,269			—			641,227
Net (decrease) increase in cash and cash equivalents		25,383			(15	)		(10,214	)		—			15,154
Cash and cash equivalents at beginning of period		32,987			—			12,510			—			45,497
Cash and cash equivalents at end of period	$	58,370		$	(15	)	$	2,296		$	—		$	60,651

XML

Convertible debentures (Details)	12 Months Ended						1 Months Ended		12 Months Ended		1 Months Ended		12 Months Ended
	Dec. 31, 2010 USD ($)	Dec. 31, 2010 CAD	Dec. 31, 2011 6.25% 2006 Debentures due 2011 CAD CADPerShare	Dec. 31, 2006 6.25% 2006 Debentures due 2011 USD ($)	Dec. 31, 2006 6.25% 2006 Debentures due 2011 CAD	Dec. 31, 2009 6.5% 2006 Debentures due 2014	Dec. 31, 2009 2009 Debentures USD ($)	Dec. 31, 2009 2009 Debentures CAD	Dec. 31, 2011 2009 Debentures CAD CADPerShare	Dec. 17, 2009 2009 Debentures	Oct. 31, 2010 2010 Debentures USD ($)	Oct. 31, 2010 2010 Debentures CAD	Dec. 31, 2011 2010 Debentures CAD CADPerShare	Dec. 31, 2010 2010 Debentures CAD	Oct. 20, 2010 2010 Debentures
Convertible debentures
Aggregate principal amount of convertible debentures issued	$ 80,500,000	80,500,000			60,000,000			86,300,000				80,500,000		80,500,000
Convertible debentures stated interest rate percentage				6.25%	6.25%	6.50%				6.25%					5.60%
Proceeds from issuance of convertible debenture	74,575,000			52,800,000			82,100,000				78,900,000
Conversion rate per $1000 principal amount (in shares)			80.6452						76.9231				55.2486
Principal amount used for convertible debentures conversion ratio			1,000						1,000				1,000
Conversion price of shares (in Canadian dollars per share)			12.40						13.00				18.10

XML

Long-term incentive plan

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Long-term incentive plan

Long-term incentive plan

9. Long-term incentive plan

        The following table summarizes the changes in LTIP notional units during the three months ended March 31, 2012:

	Units			Grant Date Weighted-Average Price per Unit
Outstanding at December 31, 2011		485,781		$	11.49
Granted		209,009		$	14.65
Additional shares from dividends		8,172		$	12.02
Vested		(231,687	)	$	10.10
Outstanding at March 31, 2012		471,275		$	13.81

        Certain awards have a market condition based on our total shareholder return during the performance period compared to a group of peer companies. Compensation expense for notional units granted in 2012 is recorded net of estimated forfeitures. See further details as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

        The calculation of simulated total shareholder return under the Monte Carlo model for the remaining time in the performance period for awards with market conditions included the following assumptions as of March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
Weighted average risk free rate of return		0.19 – 0.51%		0.15 – 0.28%
Dividend yield		8.30%		7.90%
Expected volatility—Company		22.2%		22.2%
Expected volatility—peer companies		17.1 – 112.8%		17.3 – 112.9%
Weighted average remaining measurement period		1.92 years		0.87 years

14. Long-term incentive plan

        The following table summarizes the changes in outstanding LTIP notional units during the years ended December 31, 2011, 2010 and 2009:

	Units			Grant Date Weighted-Average Fair Value per Unit
Outstanding at December 31, 2008		263,592		$	9.76
Granted		267,408			5.76
Additional shares from dividends		49,540			7.80
Vested and redeemed		(109,260	)		9.71
Outstanding at December 31, 2009		471,280			7.30
Granted		305,112			13.29
Additional shares from dividends		46,854			9.54
Vested and redeemed		(222,265	)		7.94
Outstanding at December 31, 2010		600,981			10.28
Granted		216,110			14.02
Additional shares from dividends		36,204			11.04
Forfeitures		(103,991	)		11.55
Vested and redeemed		(263,523	)		9.40
Outstanding at December 31, 2011		485,781		$	11.49

        The fair value of all outstanding notional units under the LTIP was $6.4 million and $7.8 million for the years ended December 31, 2011 and 2010. Compensation expense related to LTIP was $3.2 million, $4.5 million and $2.2 million for the years ended December 31, 2011, 2010 and 2009, respectively. Cash payments made for vested notional units were $1.5 million, $2.8 million and $0.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.

        The fair value of awards granted under the amended LTIP with market vesting conditions is based upon a Monte Carlo simulation model on their grant date.

        The Monte Carlo simulation model utilizes multiple input variables over the performance period in order to determine the likely relative total shareholder return. The Monte Carlo simulation model simulated our total shareholder return and for our peer companies during the remaining time in the performance period with the following inputs: (i) stock price on the measurement date, (ii) expected volatility, (iii) risk-free interest rate, (iv) dividend yield and (v) correlations of historical common stock returns between Atlantic Power Corporation and the peer companies. Expected volatilities utilized in the Monte Carlo model are based on historical volatility of the Company's and the peer companies' stock prices over a period equal in length to that of the remaining vesting period. The risk free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant with a term equal to the performance period assumption at the time of grant. Both the total shareholder return performance and the fair value of the notional units under the Monte Carlo simulation are determined with the assistance of a third party.

        The calculation of simulated total shareholder return under the Monte Carlo model for the remaining time in the performance period included the following assumptions:

	Year ended December 31, 2011		Year ended December 31, 2010
Weighted average risk free rate of return		0.15 – 0.28%		0.71%
Dividend yield		7.90%		9.39%
Expected volatility – Company		22.2%		40.0%
Expected volatility – peer companies		17.3 – 112.9%		25.0 – 55.0%
Weighted average remaining measurement period		0.87 years		1.43 years

XML

Property, plant and equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2011 Y	Dec. 31, 2010	Dec. 31, 2009	Mar. 31, 2012	Mar. 31, 2011
Property, plant and equipment
Property, plant and equipment, gross	$ 1,507,289,000	$ 363,582,000
Foreign currency translation adjustment	(2,748,000)
Less accumulated depreciation	(116,287,000)	(91,752,000)		(132,208,000)
Property, plant and equipment, net	1,388,254,000	271,830,000		1,549,626,000	284,018,000
Depreciable Lives, minimum (in years)	1
Depreciable Lives, maximum (in years)	45
Depreciation expense	24,300,000	11,100,000	11,100,000
Land
Property, plant and equipment
Property, plant and equipment, gross	8,868,000	3,321,000
Office equipment, machinery and other
Property, plant and equipment
Property, plant and equipment, gross	7,633,000	8,040,000
Depreciable Lives, minimum (in years)	3
Depreciable Lives, maximum (in years)	10
Leasehold improvements
Property, plant and equipment
Property, plant and equipment, gross	3,413,000	2,810,000
Depreciable Lives, minimum (in years)	7
Depreciable Lives, maximum (in years)	15
Plant in service
Property, plant and equipment
Property, plant and equipment, gross	$ 1,487,375,000	$ 349,411,000
Depreciable Lives, minimum (in years)	1
Depreciable Lives, maximum (in years)	45

XML

Defined benefit plan (Tables)

12 Months Ended

Dec. 31, 2011

Defined benefit plan

Schedule of components of net annual periodic pension cost

	2011
Service cost benefits earned	$	103
Interest cost on benefit obligation		91
Expected return on plan assets		(89	)
Net period benefit cost	$	105

Schedule of comparison of the pension benefit obligation and related plan assets

	2011
Benefit obligation at November 5, 2011	$	(11,909	)
Service cost		(103	)
Interest cost		(90	)
Actuarial loss		(599	)
Employee contributions		(11	)
Foreign currency translation adjustment		(13	)
Benefit obligation at December 31, 2011		(12,725	)
Fair value of plan assets at November 5, 2011		10,525
Actual return on plan assets		(65	)
Employee contributions		11
Foreign currency translation adjustment		11
Fair value of plan assets at December 31, 2011		10,482
Funded status at December 31, 2011—excess of obligation over assets	$	(2,243	)

Schedule of amount recognized in the balance sheet

	2011
Non-current liabilities	$	2,243

Schedule of amounts recognized in accumulated OCI that have not yet been recognized as components of net periodic benefit cost

	2011
Unrecognized loss	$	489

Schedule of significant components of pension plan

	2011
Projected benefit obligation	$	12,725
Accumulated benefit obligation		9,900
Fair value of plan assets		10,482

Schedule of fair values of the pension plan's assets by asset category and level within the fair value hierarchy

	Level 1	Level 2		Level 3		Total
Common/Collective Trust Canadian equity investments	$	$	3,166	$	—	$	3,166
Common/Collective Trust U.S. equity investments			1,429		—		1,429
Common/Collective Trust International equity investments			1,383		—		1,383
Common/Collective Trust Corporate bond investment—fixed income			4,200		—		4,200
Common/Collective Trust Other fixed income			304		—		304
Total	$	$	10,482	$	—	$	10,482

Schedule of significant assumptions used to calculate benefit obligations

	2011
Weighted-Average Assumptions
Discount rate		4.75%
Rate of compensation increase		3.00% – 4.00%

Schedule of significant assumptions used to calculate benefit expense

	2011
Weighted-Average Assumptions
Discount rate		4.75%
Rate of return on plan assets		5.50%
Rate of compensation increase		3.0% – 4.0%

Schedule of pension plan assets weighted average allocations

	2011
Canadian equity		30	%
U.S. equity		14	%
International equity		13	%
Canadian fixed income		40	%
International fixed income		3	%
		100	%

Schedule of expected future benefit payments

	2011
2012	$	225
2013		252
2014		293
2015		319
2016		362
2017 – 2021		412

XML

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2011

Summary of significant accounting policies

Summary of significant accounting policies

2. Summary of significant accounting policies

(a)   Principles of consolidation and basis of presentation:

        The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and include the consolidated accounts and operations of our subsidiaries in which we have a controlling financial interest. The usual condition for a controlling financial interest is ownership of the majority of the voting interest of an entity. However, a controlling financial interest may also exist in entities, such as a variable interest entity, through arrangements that do not involve controlling voting interests.

        We apply the standard that requires consolidation of variable interest entities ("VIEs"), for which we are the primary beneficiary. The guidance requires a variable interest holder to consolidate a VIE if that party has both the power to direct the activities that most significantly impact the entities' economic performance, as well as either the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We have determined that our investments are not VIEs by evaluating their design and capital structure. Accordingly, we use the equity method of accounting for all of our investments in which we do not have an economic controlling interest. We eliminate all intercompany accounts and transactions in consolidation.

(b)   Cash and cash equivalents:

        Cash and cash equivalents include cash deposited at banks and highly liquid investments with original maturities of 90 days or less when purchased.

(c)   Restricted cash:

        Restricted cash represents cash and cash equivalents that are maintained by the Projects to support payments for major maintenance costs and meet project level contractual debt obligations.

(d)   Deferred financing costs:

        Deferred financing costs represent costs to obtain long-term financing and are amortized using the effective interest method over the term of the related debt which range from five to 28 years. The net carrying amount of deferred financing costs recorded in other assets on the consolidated balance sheets was $40.7 million and $16.7 million at December 31, 2011 and 2010, respectively. Amortization expense for the years ended December 31, 2011, 2010 and 2009 was $1.3 million, $1.2 million, and $14.6 million, respectively.

(e)   Inventory:

        Inventory represents small parts and other consumables and fuel, the majority of which is consumed by our projects in provision of their services, and are valued at the lower of cost or net realizable value. Cost includes the purchase price, transportation costs and other costs to bring the inventories to their present location and condition. The cost of inventory items that are interchangeable are determined on an average cost basis. For inventory items that are not interchangeable, cost is assigned using specific identification of their individual costs.

(f)    Property, plant and equipment:

        Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful life of the related asset up to 45 years. As major maintenance occurs and parts are replaced on the plant's combustion and steam turbines, maintenance costs are either expensed or transferred to property, plant and equipment if the maintenance extends the useful lives of the major parts. These costs are depreciated over the parts' estimated useful lives, which is generally three to six years, depending on the nature of maintenance activity performed.

(g)   Transmission system rights:

        Transmission system rights are an intangible asset that represents the long-term right to approximately 72% of the capacity of the Path 15 transmission line in California. Transmission system rights are amortized on a straight-line basis over 30 years, the regulatory life of Path 15.

(h)   Other intangible assets:

        Other intangible assets include PPAs and fuel supply agreements at our projects. PPAs are valued at the time of acquisition based on the contract prices under the PPAs compared to projected market prices. Fuel supply agreements are valued at the time of acquisition based on the contract prices under the fuel supply agreement compared to projected market prices. The balances are presented net of accumulated amortization in the consolidated balance sheets. Amortization is recorded on a straight-line basis over the remaining term of the agreement.

(i)    Impairment of long-lived assets, non-amortizing intangible assets and equity method investments:

        Long-lived assets, such as property, plant and equipment, transmission system rights and other intangible assets and liabilities subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.

        Investments in and the operating results of 50%-or-less owned entities not consolidated are included in the consolidated financial statements on the basis of the equity method of accounting. We review our investments in such unconsolidated entities for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that is other than temporary might include the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment, failure of cash flow coverage ratio tests included in project-level non-recourse debt or, where applicable, estimated sales proceeds that are insufficient to recover the carrying amount of the investment. Our assessment as to whether any decline in value is other than temporary is based on our ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. We generally consider our investments in our equity method investees to be strategic long-term investments. Therefore, we complete our assessments with a long-term view. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered to be other than temporary, the asset is written down to its fair value.

(j)    Distributions from equity method investments:

        We make investments in entities that own power producing assets with the objective of generating accretive cash flow that is available to be distributed to our shareholders. The cash flows that are distributed to us from these unconsolidated affiliates are directly related to the operations of the affiliates' power producing assets and are classified as cash flows from operating activities in the consolidated statements of cash flows.

        We record the return of our investments in equity investees as cash flows from investing activities. Cash flows from equity investees are considered a return of capital when distributions are generated from proceeds of either the sale of our investment in its entirety or a sale by the investee of all or a portion of its capital assets.

(k)   Goodwill:

        Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the assets acquired, less liabilities assumed, based on their fair values. Goodwill is allocated, as of the date of the business combination, to our reporting units that are expected to benefit from the synergies of the business combination.

        Goodwill is not amortized and is tested for impairment, annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. In our test, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events. If the qualitative assessment determines that an impairment is more likely than not, then we perform a two-step quantitative impairment test. In the first step of the quantitative analysis, the carrying amount of the reporting unit is compared with its fair value. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is unnecessary.

        The second step is carried out when the carrying amount of a reporting unit exceeds its fair value, in which case, the implied fair value of the reporting unit's goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the value of goodwill is determined in a business combination described in the preceding paragraphs, using the fair value of the reporting unit as if it were the purchase price. When the carrying amount of reporting unit goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess and is recorded in the consolidated statements of operations.

(l)    Derivative financial instruments:

        We use derivative financial instruments in the form of interest rate swaps and foreign exchange forward contracts to manage our current and anticipated exposure to fluctuations in interest rates and foreign currency exchange rates. We have also entered into natural gas supply contracts and natural gas forwards or swaps to minimize the effects of the price volatility of natural gas, which is a major production cost. We do not enter into derivative financial instruments for trading or speculative purposes. Certain derivative instruments qualify for a scope exception to fair value accounting because they are considered normal purchases or normal sales in the ordinary course of conducting business. This exception applies when we have the ability to, and it is probable that we will deliver or take delivery of the underlying physical commodity.

        We have designated two of our interest rate swaps as a hedge of cash flows for accounting purposes. Tests are performed to evaluate hedge effectiveness and ineffectiveness at inception and on an ongoing basis, both retroactively and prospectively. Derivatives accounted for as hedges are recorded at fair value in the balance sheet. Unrealized gains or losses on derivatives designated as a hedge are deferred and recorded as a component of accumulated other comprehensive income until the hedged transactions occur and are recognized in earnings. The ineffective portion of the cash flow hedge, if any, is immediately recognized in earnings.

        Derivative financial instruments not designated as a hedge are measured at fair value with changes in fair value recorded in the consolidated statements of operations. The following table summarizes derivative financial instruments that are not designated as hedges for accounting purposes and the accounting treatment in the consolidated statements of operations of the changes in fair value and cash settlements of such derivative financial instrument:

Derivative financial instrument	Classification of changes in fair value	Classification of cash settlements
Foreign currency forward contracts	Foreign exchange (gain) loss	Foreign exchange loss (gain)
Natural gas swaps	Change in fair value of derivative instruments	Fuel expense
Interest rate swaps	Change in fair value of derivative instruments	Interest expense

(m)  Income taxes:

        Income tax expense includes the current tax obligation or benefit and change in deferred income tax asset or liability for the period. We use the asset and liability method of accounting for deferred income taxes and record deferred income taxes for all significant temporary differences. Income tax benefits associated with uncertain tax positions are recognized when we determine that it is more-likely-than-not that the tax position will be ultimately sustained. Refer to Note 13 for more information.

(n)   Revenue recognition:

        We recognize energy sales revenue on a gross basis when electricity and steam are delivered under the terms of the related contracts. Power purchase arrangements, steam purchase arrangements and energy services agreements (collectively referred to as PPAs) are long-term contracts to sell power and steam on a predetermined basis.

        Energy—Energy revenue is recognized upon transmission to the customer. Physical transactions, or the sale of generated electricity to meet supply and demand, are recorded on a gross basis in our consolidated statements of operations.

        Capacity—Capacity payments under the PPAs are recognized as the lesser of (1) the amount billable under the PPA or (2) an amount determined by the kilowatt hours made available during the period multiplied by the estimated average revenue per kilowatt hour over the term of the PPA.

        Transmission—Transmission services revenue is recognized as transmission services are provided. The annual revenue requirement for transmission services is regulated by the Federal Energy Regulatory Commission ("FERC") and is established through a rate-making process that occurs every three years. When actual cash receipts from transmission services revenue are different than the regulated revenue requirement because of timing differences, the over or under collections are deferred until the timing differences reverse in future periods.

(o)   Other power purchase arrangements containing a lease:

        We have entered into PPAs to sell power at predetermined rates. PPAs are assessed as to whether they contain leases which convey to the counterparty the right to the use of the Partnership's property, plant and equipment in return for future payments. Such arrangements are classified as either capital or operating leases. PPAs that transfer substantially all of the benefits and risks of ownership of property to the PPA counterparty are classified as direct financing leases.

        Finance income related to leases or arrangements accounted for as direct financing leases is recognized in a manner that produces a constant rate of return on the net investment in the lease. The net investment is comprised of net minimum lease payments and unearned finance income. Unearned finance income is the difference between the total minimum lease payments and the carrying value of the leased property. Unearned finance income is deferred and recognized in net income over the lease term.

(p)   Foreign currency translation and transaction gains and losses:

        The local currency is the functional currency of our U.S. and Canadian projects. Our reporting currency is the United States dollar. Foreign currency denominated assets and liabilities are translated at end-of-period rates of exchange. Revenues, expenses, and cash flows are translated at the weighted-average rates of exchange for the period. The resulting currency translation adjustments are not included in the determination of our statements of operations for the period, but are accumulated and reported as a separate component of shareholders' equity until sale of the net investment in the project takes place. Foreign currency transaction gains or losses are reported within foreign exchange (gain) loss in our statements of operations.

(q)   Long-term incentive plan:

        The officers and certain other employees are eligible to participate in the Long-Term Incentive Plan ("LTIP") that was implemented in 2007. In the second quarter of 2010, the Board of Directors approved an amendment to the LTIP and the amended plan was approved by our shareholders on June 29, 2010. The amended LTIP was effective for grants beginning with the 2010 performance year. Under the amended LTIP, the number of notional units that vest is based, in part, on the total shareholder return of Atlantic Power compared to a group of peer companies in Canada. In addition, vesting of the notional units for officers of Atlantic Power occurs on a three-year cliff basis as opposed to ratable vesting over three years for grants made prior to the amendment.

        Vested notional units are expected to be redeemed one-third in cash and two-thirds in shares of our common stock. Notional units granted that are expected to be redeemed in cash upon vesting are accounted for as liability awards. Notional units granted that are expected to be redeemed in common shares upon vesting are accounted for as equity awards. Notional units granted prior to the 2010 performance period are subject to the vesting conditions of the LTIP before the amendments made in 2010. Unvested notional units are entitled to receive dividends equal to the dividends per common share during the vesting period in the form of additional notional units. Unvested units are subject to forfeiture if the participant is not an employee at the vesting date or if we do not meet certain ongoing cash flow performance targets.

        The final number of notional units for officers that will vest, if any, at the end of the three-year vesting period is based on our achievement of target levels of relative total shareholder return, which is the change in the value of an investment in our common stock, including reinvestment of dividends, compared to that of a peer group of companies during the performance period. The total number of notional units vesting will range from zero up to a maximum 150% of the number of notional units in the executives' accounts on the vesting date for that award, depending on the level of achievement of relative total shareholder return during the measurement period.

        Compensation expense related to awards granted to participants in the LTIP is recorded over the vesting period based on the estimated fair value of the award on the grant date for notional units accounted for as equity awards and the fair value of the award at each balance sheet date for notional units accounted for as liability awards. Fair value of the awards granted prior to the 2010 LTIP amendment is determined by projecting the total number of notional units that will vest in future periods, including dividends received on notional units during the vesting period, and applying the current market price per share to the projected number of notional units that will vest. The fair value of awards granted under the amended LTIP with market vesting conditions is based upon a Monte Carlo simulation model on the grant date. Compensation expense is recognized regardless of the relative total shareholder return performance, provided that the LTIP participant remains employed by Atlantic Power. The aggregate number of shares that may be issued from treasury under the amended LTIP is limited to 1.3 million.

(r)   Asset retirement obligations:

        The fair value for an asset retirement obligation is recorded in the period in which it is incurred. Retirement obligations associated with long-lived assets are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. When the liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss.

(s)   Pensions:

        We offer pension benefits to certain employees through a defined benefit pension plan. We recognize the funded status of our defined benefit plan in the consolidated balance sheet in other long-term liabilities and record an offset to other comprehensive income. In addition, we also recognize on an after-tax basis, as a component of other comprehensive income, gains and losses as well as all prior service costs that have not been included as part of our net periodic benefit cost. The determination of our obligation and expenses for pension benefits is dependent on the selection of certain assumptions. These assumptions determined by management include the discount rate, the expected rate of return on plan assets and the rate of future compensation increases. Our actuarial consultants use assumptions for such items as retirement age. The assumptions used may differ materially from actual results, which may result in a significant impact to the amount of our pension obligation or expense recorded.

(t)    Business combinations:

        We account for our business combinations in accordance with the acquisition method of accounting, which requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at fair value at the acquisition date. It also recognizes and measures the goodwill acquired or a gain from a bargain purchase in the business combination and determines what information to disclose to enable users of an entity's financial statements to evaluate the nature and financial effects of the business combination. In addition, transaction costs are expensed as incurred.

(u)   Concentration of credit risk:

        The financial instruments that potentially expose us to credit risk consist primarily of cash and cash equivalents, restricted cash, derivative instruments and accounts receivable. Cash and restricted cash are held by major financial institutions that are also counterparties to our derivative instruments. We have long-term agreements to sell electricity, gas and steam to public utilities and corporations. We have exposure to trends within the energy industry, including declines in the creditworthiness of our customers. We do not normally require collateral or other security to support energy-related accounts receivable. We do not believe there is significant credit risk associated with accounts receivable due to payment history. See Note 19, Segment and geographic information, for a further discussion of customer concentrations.

(v)   Use of estimates:

        The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair values of acquired assets, the useful lives and recoverability of property, plant and equipment, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the valuation of shares associated with our Long-Term Incentive Plan and the fair value of financial instruments and derivatives. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

(w)  Regulatory accounting:

        Path 15 accounts for certain income and expense items in accordance with a standard where certain costs are deferred, which would otherwise be charged to expense, as regulatory assets based on Path 15's ability to recover these costs in future rates.

(x)   Recently issued accounting standards:

• Adopted

        In September 2011, the FASB issued changes to the testing of goodwill for impairment. These changes provide an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the fair value of a reporting unit is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, go directly to the two-step quantitative impairment test. These changes become effective for any goodwill impairment test performed on January 1, 2012 or later. We early adopted these changes for our annual review of goodwill in the fourth quarter of 2011. These changes did not have an impact on the consolidated financial statements.

        In December 2010, the FASB issued changes to the testing of goodwill for impairment. These changes require an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity's ability to assert that such a reporting unit's goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. We adopted these changes beginning January 1, 2011. Based on the most recent impairment review of our goodwill (2011 fourth quarter), we determined these changes did not impact the consolidated financial statements.

        In June 2011, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. We will adopt these changes on January 1, 2012. Other than the change in presentation, these changes will not have an impact on the consolidated financial statements.

        In December 2010, the FASB issued changes to the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. We adopted these changes beginning January 1, 2011. These changes are reflected in Note 3, Acquisitions and divestments.

• Issued

        In May 2011, the FASB issued changes to conform existing guidance regarding fair value measurement and disclosure between US GAAP and International Financial Reporting Standards. These changes both clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity's shareholders' equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity's use of a nonfinancial asset in a way that differs from the asset's highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. These changes become effective on January 1, 2012. These changes will not have an impact on the consolidated financial statements.

XML

Long-term incentive plan (Details) (Long-term incentive plan, USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012 Y	Dec. 31, 2011 Y	Dec. 31, 2010 Y	Dec. 31, 2009
Units
Outstanding at the beginning of the period (in shares)	485,781	600,981	471,280	263,592
Granted (in shares)	209,009	216,110	305,112	267,408
Additional shares from dividends	8,172	36,204	46,854	49,540
Vested (in shares)	(231,687)	(263,523)	(222,265)	(109,260)
Outstanding at the end of the period (in shares)	471,275	485,781	600,981	471,280
Grant Date Weighted Average Fair Value per Unit
Outstanding at the beginning of the period (in dollars per share)	$ 11.49	$ 10.28	$ 7.30	$ 9.76
Granted (in dollars per share)	$ 14.65	$ 14.02	$ 13.29	$ 5.76
Additional shares from dividends (in dollars per share)	$ 12.02	$ 11.04	$ 9.54	$ 7.80
Vested (in dollars per share)	$ 10.10	$ 9.40	$ 7.94	$ 9.71
Outstanding at the end of the period (in dollars per share)	$ 13.81	$ 11.49	$ 10.28	$ 7.30
Assumptions for calculation of simulated total shareholder return under the Monte Carlo model
Weighted average risk free rate of return, minimum (as a percent)	0.19%	0.15%
Weighted average risk free rate of return, maximum (as a percent)	0.51%	0.28%
Dividend yield (as a percent)	8.30%	7.90%	9.39%
Expected volatility Company (as a percent)	22.20%	22.20%	40.00%
Weighted average remaining measurement period (in years)	1.92	0.87	1.43
Minimum
Assumptions for calculation of simulated total shareholder return under the Monte Carlo model
Expected volatility of peer companies (as a percent)	17.10%	17.30%
Maximum
Assumptions for calculation of simulated total shareholder return under the Monte Carlo model
Expected volatility of peer companies (as a percent)	112.80%	112.90%

XML

Basis of presentation and summary of significant accounting policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Summary of significant accounting policies

Use of estimates

Use of estimates

        The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair values of acquired assets, the useful lives and recoverability of property, plant and equipment, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the valuation of shares associated with our Long-Term Incentive Plan ("LTIP") and the fair value of financial instruments and derivatives. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair values of acquired assets, the useful lives and recoverability of property, plant and equipment, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the valuation of shares associated with our Long-Term Incentive Plan and the fair value of financial instruments and derivatives. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

XML

Goodwill, transmission system rights and other intangible assets and liabilities (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			12 Months Ended					12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Mar. 31, 2012	Dec. 31, 2011 Transmission system rights	Dec. 31, 2011 Northeast	Dec. 31, 2011 Northwest	Dec. 31, 2011 Southwest	Dec. 31, 2009 Southwest	Dec. 31, 2010 Un-allocated Corporate	Dec. 31, 2011 Un-allocated Corporate
Changes in the carrying amount of goodwill
Balance at the beginning of the period	$ 12,453	$ 8,918	$ 343,586				$ 8,918	$ 8,918		$ 3,535
Acquisition of businesses	331,133	3,535			135,268	138,263	57,602		3,535
Balance at the end of the period	$ 343,586	$ 12,453	$ 343,586		$ 135,268	$ 138,263	$ 66,520	$ 8,918	$ 3,535	$ 3,535
Right to use percentage of Path 15 transmission line in California				72.00%

XML

Acquisitions and divestitures (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	1 Months Ended				1 Months Ended		1 Months Ended
	Mar. 31, 2012	Mar. 31, 2012 Canadian Hills Y	Mar. 30, 2012 Canadian Hills	Jan. 31, 2012 Canadian Hills MW	Jan. 31, 2012 Canadian Hills Acquisition MW	May 31, 2011 Topsham	Dec. 31, 2011 Topsham	Feb. 28, 2012 PERH	Dec. 31, 2011 PERH D	Feb. 16, 2012 PERH	Dec. 19, 2011 PERH
Acquisition and divestments
Percentage acquired in entity			48.00%	51.00%	51.00%
Wind power project capacity (in MW)				298	298
Percentage of ownership interest			99.00%				50.00%		14.30%	14.30%
Percentage of retained interest			1.00%
Proceeds from sale						$ 8.5
Project-level construction financing facility			310
Construction loan			290
Letter of credit facility			20.0
Letter of credit facility, term (in years)		5
Commitment for investment in equity		180
Purchase accounting adjustment, increase in intangible assets	26
Purchase accounting adjustment, decrease in fuel supply agreement liabilities	26
Entity's common membership interest to be purchased in equity method investee								7,462,830.33
Discount rate (as a percent)											16.00%
Number of days of volume for weighted average trading price (in days)									60
Price of entity's common membership interest in equity method investee								24
Management termination fee								6.1
Total price								$ 30.1

XML

Accounting for derivative instruments and hedging activities (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Jun. 30, 2009
Changes in the accumulated other comprehensive income (loss)
Accumulated OCI balance at beginning of period	$ (1,383)	$ 255	$ 255	$ (859)	$ (3,136)
Change in fair value of cash flow hedges	245	272	(1,638)	1,114	2,277
Realized from OCI during the period	230	(449)	(1,009)	(1,474)	(4,827)
Accumulated OCI balance at end of period	(1,138)	527	(1,383)	255	(859)
Loss on discontinuation of swap contracts	(1,138)	527	(1,383)	255	(859)
Amortization of remaining loss on discontinuation of swap contracts	(230)	449	1,009	1,474	4,827
Interest rate swaps
Changes in the accumulated other comprehensive income (loss)
Accumulated OCI balance at beginning of period	(1,704)	(427)	(427)	(538)	(501)
Change in fair value of cash flow hedges	15	721	(2,647)	(360)	(565)
Realized from OCI during the period	287	(360)	(1,370)	(471)	(528)
Accumulated OCI balance at end of period	(1,402)	(66)	(1,704)	(427)	(538)
Loss on discontinuation of swap contracts	(1,402)	(66)	(1,704)	(427)	(538)
Amortization of remaining loss on discontinuation of swap contracts	(287)	360	1,370	471	528
Natural gas swaps
Changes in the accumulated other comprehensive income (loss)
Accumulated OCI balance at beginning of period	321	682	682	(321)	(2,635)
Change in fair value of cash flow hedges					(1,985)
Realized from OCI during the period	(57)	(89)	361	(1,003)	(4,299)
Accumulated OCI balance at end of period	264	593	321	682	(321)
Loss on discontinuation of swap contracts	264	593	321	682	(321)
Amortization of remaining loss on discontinuation of swap contracts	57	89	(361)	1,003	4,299
Discontinued cash flow hedge | Natural gas swaps
Changes in the accumulated other comprehensive income (loss)
Accumulated OCI balance at beginning of period						(5,100)
Realized from OCI during the period	(100)	(100)	600	(1,700)	(7,200)
Accumulated OCI balance at end of period						(5,100)
Loss on discontinuation of swap contracts						(5,100)
Amortization of remaining loss on discontinuation of swap contracts	$ 100	$ 100	$ (600)	$ 1,700	$ 7,200

XML

Fair value of financial instruments (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Fair value of financial instruments

Schedule of estimated carrying values and fair values of financial instruments

	2011				2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	60,651	$	60,651	$	45,497	$	45,497
Restricted cash		21,412		21,412		15,744		15,744
Derivative assets current		10,411		10,411		8,865		8,865
Derivative assets non-current		22,003		22,003		17,884		17,884
Derivative liabilities current		20,592		20,592		10,009		10,009
Derivative liabilities non-current		33,170		33,170		21,543		21,543
Revolving credit facility and long-term debt, including current portion		1,483,858		1,462,474		265,886		281,491
Convertible debentures		189,563		207,888		220,616		242,316

Schedule of recurring measurements of fair value hierarchy of financial assets and liabilities

	March 31, 2012
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	106,609	$	—	$	—	$	106,609
Restricted cash		27,761		—		—		27,761
Derivative instruments asset		—		27,199		—		27,199
Total	$	134,370	$	27,199	$	—	$	161,569
Liabilities:
Derivative instruments liability	$	—	$	159,903	$	—	$	159,903
Total	$	—	$	159,903	$	—	$	159,903

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	60,651	$	—	$	—	$	60,651
Restricted cash		21,412		—		—		21,412
Derivative instruments asset		—		32,414		—		32,414
Total	$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability	$	—	$	53,762	$	—	$	53,762
Total	$	—	$	53,762	$	—	$	53,762

	December 31, 2011
		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents		$	60,651	$	—	$	—	$	60,651
Restricted cash			21,412		—		—		21,412
Derivative instruments asset			—		32,414		—		32,414
Total		$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability		$	—	$	53,762	$	—	$	53,762
Total		$	—	$	53,762	$	—	$	53,762

	December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	45,497	$	—	$	—	$	45,497
Restricted cash		15,744		—		—		15,744
Derivative instruments asset		—		26,749		—		26,749
Total	$	61,241	$	26,749	$	—	$	87,990
Liabilities:
Derivative instruments liability	$	—	$	31,552	$	—	$	31,552
Total	$	—	$	31,552	$	—	$	31,552

XML

Unaudited selected quarterly financial data

12 Months Ended

Dec. 31, 2011

Unaudited selected quarterly financial data

Unaudited selected quarterly financial data

22. Unaudited selected quarterly financial data

        Unaudited selected quarterly financial data are as follows:

	Quarter Ended
	2011
(In millions, except per share data)	December 31,			September 30,			June 30,		March 31,
Project revenue	$	125,639		$	52,333		$	53,258	$	53,665
Project income		1,728			4,351			13,031		14,869
Net income (loss) attributable to Atlantic Power Corporation		(29,830	)		(27,900	)		13,186		6,136
Weighted average number of common shares outstanding—basic		113,088			68,910			68,573		67,654
Net income (loss) per weighted average common share—basic	$	(0.26	)	$	(0.40	)	$	0.19	$	0.09
Weighted average number of common shares outstanding—diluted		113,088			68,910			82,939		82,980
Net income (loss) per weighted average common share—diluted*	$	(0.26	)	$	(0.40	)	$	0.18	$	0.09

*

The calculation excludes potentially dilutive shares from convertible debentures because their impact would be anti-dilutive.

	Quarter Ended
	2010
(In millions, except per share data)	December 31,		September 30,			June 30,		March 31,
Project revenue	$	46,092	$	54,039		$	47,904	$	47,221
Project income		14,840		7,634			15,541		3,864
Net income (loss) attributable to Atlantic Power Corporation		1,304		(438	)		1,445		(6,063	)
Weighted average number of common shares outstanding—basic		65,388		60,511			60,481		60,404
Net income (loss) per weighted average common share—basic	$	0.02	$	(0.01	)	$	0.02	$	(0.10	)
Weighted average number of common shares outstanding—diluted		80,966		60,511			72,363		60,404
Net income (loss) per weighted average common share—diluted*	$	0.02	$	(0.01	)	$	0.02	$	(0.10	)

*

The calculation excludes potentially dilutive shares from convertible debentures because their impact would be anti-dilutive.

XML

Commitments and contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Commitments and contingencies

Commitments and contingencies

12. Commitments and contingencies

• IRS Examination

        In 2011, the Internal Revenue Service ("IRS") began an examination of our federal income tax returns for the tax years ended December 31, 2007 and 2009. On April 2, 2012, the IRS issued various Notices of Proposed Adjustments. The principal area of the proposed adjustments pertain to the classification of U.S. real property in the calculation of the gain related to our 2009 conversion from the previous Income Participating Security structure to our current traditional common share structure.

        We intend to vigorously contest these proposed adjustments, including pursuing all administrative and judicial remedies available to us. The Company expects to be successful in sustaining its positions with no material impact to our financial results. No accrual has been made for any contingency related to any of the proposed adjustments as of March 31, 2012.

• Path 15

        In February 2011, we filed a rate application with the Federal Energy Regulatory Commission ("FERC") to establish Path 15's revenue requirement at $30.3 million for the 2011-2013 period. On March 7, 2012, Path 15 filed a formal settlement agreement establishing a revenue requirement at $28.8 million with the Administrative Law Judge for her review and certification to FERC for approval. All of the parties in the rate case either support or do not oppose the settlement agreement. Path 15 expects an order approving the settlement from FERC during the second quarter of 2012.

• Lake

        Our Lake project is currently involved in a dispute with PEF over off-peak energy sales in 2010. All amounts billed for off-peak energy during 2010 by the Lake project have been paid in full by PEF. The Lake project has filed a claim against PEF in which we seek to confirm our contractual right to sell off-peak energy at the contractual price for such sales. PEF filed a counter-claim against the Lake project, seeking, among other things, the return of amounts paid for off-peak power sales during 2010 and a declaratory order clarifying Lake's rights and obligations under the PPA. The Lake project has stopped dispatching during off-peak periods pending the outcome of the dispute. However, we strongly believe that the court will confirm our contractual right to sell off-peak power using the contractual price that was used during 2010 and that we will be able to continue such off-peak power sales for the remainder of the term of the PPA. We have not recorded any reserves related to this dispute and expect that the outcome will not have a material adverse effect on our financial position or results of operations.

• Morris

        On May 29, 2011, our Morris facility was struck by lightning. As a result, steam and electric deliveries were interrupted to our host Equistar. We believe the interruption constitutes a force majeure under the energy services agreement with Equistar. Equistar disputes this interpretation and has initiated arbitration proceedings under the agreement for recovery of resulting lost profits and equipment damage among other items. The agreement with Equistar specifically shields Morris from exposure to consequential damages incurred by Equistar and management expects our insurance to cover any material losses we might incur in connection with such proceedings, including settlement costs. Management will attempt to resolve the arbitration through settlement discussions, but is prepared to vigorously defend the arbitration on the merits.

• Other

        From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending as of March 31, 2012 which are expected to have a material adverse impact on our financial position or results of operations.

21. Commitments and contingencies

• Commitments

  Operating Lease Commitments

        We lease our office properties and equipment under operating leases expiring on various dates through 2021. Certain operating lease agreements over their lease term include provisions for scheduled rent increases. We recognize the effects of these scheduled rent increases on a straight-line basis over the lease term. Lease expense under operating leases was $1.0 million, $0.9 million and $0.9 million for the years ended December 31, 2011, 2010, and 2009, respectively.

        Future minimum lease commitments under operating leases for the years ending after December 31, 2011, are as follows (in thousands):

2012	$	1,149
2013		942
2014		619
2015		404
2016		335
Thereafter		1,609
	$	5,058

• Transmission, Interconnection and Long-Term Service Commitments

        Our projects have entered into long-term contractual arrangements to provide energy transmission services, operate and maintain an electrical interconnection facility and obtain maintenance services for combustion turbines expiring on various dates through 2024.

        As of December 31, 2011, our commitments under such outstanding agreements are estimated as follows (in thousands):

2012	$	9,102
2013		6,671
2014		2,752
2015		2,822
2016		2,894
Thereafter		22,663
	$	46,904

• Fuel Supply and Transportation Commitments

        We have entered into long-term contractual arrangements to procure fuel and transportation services for our projects. As of December 31, 2011, our commitments under such outstanding agreements are estimated as follows (in thousands):

2012	$	67,712
2013		61,303
2014		64,214
2015		64,449
2016		66,006
Thereafter		66,732
	$	390,416

• Construction Contract

        We entered into an agreement with an unrelated third party to design, engineer, procure, install, construct, test, commission and start-up the generating facility, on a turnkey basis, for a contracted price for our Piedmont project. The Piedmont project will pay an estimated $21.5 million in construction costs under the contract during 2012.

• Contingencies

        Our Lake project is currently involved in a dispute with PEF over off-peak energy sales in 2010. All amounts billed for off-peak energy during 2010 by the Lake project have been paid in full by PEF. The Lake project has filed a claim against PEF in which we seek to confirm our contractual right to sell off-peak energy at the contractual price for such sales. PEF filed a counter-claim against the Lake project, seeking, among other things, the return of amounts paid for off-peak power sales during 2010 and a declaratory order clarifying Lake's rights and obligations under the PPA. The Lake project has stopped dispatching during off-peak periods pending the outcome of the dispute. However, we strongly believe that the court will confirm our contractual right to sell off-peak power using the contractual price that was used during 2010 and that we will be able to continue such off-peak power sales for the remainder of the term of the PPA. We have not recorded any reserves related to this dispute and expect that the outcome will not have a material adverse effect on our financial position or results of operations.

        In February 2011, we filed a rate application with the FERC to establish Path 15's revenue requirement of $30.3 million for the 2011-2013 period. We engaged in a formal settlement with three parties that challenged certain aspects of how Path 15 determined the rates in its filing. After exchanges of information and direct discussions, we concluded that a fair and equitable settlement between the parties was not achievable through the settlement process and therefore, we ended settlement discussions and informed the judge that we would pursue resolution of the issues through the formal hearing process at FERC. We may engage the parties in informal settlement discussions during the hearing process. If a settlement can be reached with the parties, the hearing process will be terminated.

        In September 2011, FERC appointed a presiding judge in Atlantic Path 15's rate case hearing proceeding. Under the Judge's order establishing the procedural schedule for the case, the discovery period commenced in October 2011 and will conclude in April 2012. The formal rate case hearing is scheduled to commence on May 1, 2012. The initial decision from the presiding judge will be due on or before August 16, 2012. The timing of FERC's issuance of its final decision in the rate case has no set schedule or time constraint, and final resolution of the rate case proceeding could take from 15 to 21 months. During the pendency of the rate case, we continue to collect the rates we filed as permitted under the initial FERC order it received in April 2011. Those rates are subject to refund, including interest, based on a final disposition of the proceeding. We believe that the resolution of this matter will not have a material impact on our financial position or results of operations.

        On May 29, 2011, our Morris facility was struck by lightning. As a result, steam and electric deliveries were interrupted to our host Equistar. We believe the interruption constitutes a force majeure under the energy services agreement with Equistar. Equistar disputes this interpretation and has initiated arbitration proceedings under the agreement for recovery of resulting lost profits and equipment damage among other items. The agreement with Equistar specifically shields Morris from exposure to consequential damages incurred by Equistar and management expects our insurance to cover any material losses we might incur in connection with such proceedings, including settlement costs. Management will attempt to resolve the arbitration through settlement discussions, but is prepared to vigorously defend the arbitration on the merits.

        From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending as of December 31, 2011 which are expected to have a material adverse impact on our financial position or results of operations.

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Project revenue:
Energy sales	$ 75,968				$ 18,502					$ 106,062	$ 69,116	$ 58,953
Energy capacity revenue	62,518				27,138					131,362	93,567	88,449
Transmission services	7,161				7,644					30,087	31,000	31,000
Other	21,963				381					17,384	1,573	1,115
Total project revenue	167,610				53,665
Project expenses:
Fuel	62,099				17,068					93,993	65,553	59,522
Operations and maintenance	31,500				11,072					56,832	31,237	28,153
Depreciation and amortization	36,468				10,879					63,638	40,387	41,374
Total project expenses	130,067				39,019					214,463	137,177	129,049
Project other income (expense):
Change in fair value of derivative instruments	(58,122)				3,561					(22,776)	(14,047)	(6,813)
Equity in earnings of unconsolidated affiliates	2,947				1,311					6,356	13,777	8,514
Interest expense	(7,033)				(4,647)					(20,053)	(17,660)	(18,800)
Other income (expense), net	15				(2)					20	219	1,266
Total project other income (expense)	(62,193)				223					(36,453)	(16,200)	(2,053)
Project (loss) income	(24,650)				14,869
Administrative and other expenses (income):
Administration	7,833				4,054					38,108	16,149	26,028
Interest, net	22,036				3,968					25,998	11,701	55,698
Foreign exchange loss (gain)	986				(658)					13,838	(1,014)	20,506
Total administrative and other expenses (income)	30,855				7,364					77,944	26,810	102,594
Income (loss) from operations before income taxes	(55,505)				7,505					(43,965)	15,069	(54,179)
Income tax expense (benefit)	(16,291)				1,523					(8,324)	18,924	(15,693)
Net loss	(39,214)				5,982					(35,641)	(3,855)	(38,486)
Net loss attributable to noncontrolling interest	(161)				(154)					(480)	(103)
Net income attributable to Preferred share dividends of a subsidiary company	3,239									3,247
Net (loss) income attributable to Atlantic Power Corporation	$ (42,292)				$ 6,136
Net (loss) income per share attributable to Atlantic Power Corporation shareholders:
Basic (in dollars per share)	$ (0.37)	$ (0.26)	$ (0.40)	$ 0.19	$ 0.09	$ 0.02	$ (0.01)	$ 0.02	$ (0.10)	$ (0.50)	$ (0.06)	$ (0.63)
Diluted (in dollars per share)	$ (0.37)	$ (0.26)	$ (0.40)	$ 0.18	$ 0.09	$ 0.02	$ (0.01)	$ 0.02	$ (0.10)	$ (0.50)	$ (0.06)	$ (0.63)
Weighted average number of common shares outstanding:
Basic (in shares)	113,578				67,654
Diluted (in shares)	113,578				68,171

XML

Acquisitions and divestments (Details)	1 Months Ended	3 Months Ended									12 Months Ended				1 Months Ended		1 Months Ended	3 Months Ended		12 Months Ended			3 Months Ended		12 Months Ended			3 Months Ended		12 Months Ended			3 Months Ended		12 Months Ended			1 Months Ended		2 Months Ended	12 Months Ended			1 Months Ended	2 Months Ended	1 Months Ended					1 Months Ended		1 Months Ended		1 Months Ended						1 Months Ended		1 Months Ended
	Nov. 30, 2011	Mar. 31, 2012 USD ($) MW	Dec. 31, 2011 USD ($)	Sep. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Sep. 30, 2010 USD ($)	Jun. 30, 2010 USD ($)	Mar. 31, 2010 USD ($)	Dec. 31, 2011 USD ($) MW	Dec. 31, 2010 USD ($)	Dec. 31, 2010 CAD	Dec. 31, 2009 USD ($)	Jul. 31, 2010 Idaho Wind Partners 1, LLC USD ($)	Jul. 02, 2010 Idaho Wind Partners 1, LLC USD ($)	Jul. 31, 2010 Revolving credit facility before amendment Idaho Wind Partners 1, LLC USD ($)	Mar. 31, 2012 Northeast USD ($)	Mar. 31, 2011 Northeast USD ($)	Dec. 31, 2011 Northeast USD ($)	Dec. 31, 2010 Northeast USD ($)	Dec. 31, 2009 Northeast USD ($)	Mar. 31, 2012 Northwest USD ($)	Mar. 31, 2011 Northwest USD ($)	Dec. 31, 2011 Northwest USD ($)	Dec. 31, 2010 Northwest USD ($)	Dec. 31, 2009 Northwest USD ($)	Mar. 31, 2012 Southwest USD ($)	Mar. 31, 2011 Southwest USD ($)	Dec. 31, 2011 Southwest USD ($)	Dec. 31, 2010 Southwest USD ($)	Dec. 31, 2009 Southwest USD ($)	Mar. 31, 2012 Un-allocated Corporate USD ($)	Mar. 31, 2011 Un-allocated Corporate USD ($)	Dec. 31, 2011 Un-allocated Corporate USD ($)	Dec. 31, 2010 Un-allocated Corporate USD ($)	Dec. 31, 2009 Un-allocated Corporate USD ($)	Nov. 30, 2011 Partnership USD ($) Y	Nov. 30, 2011 Partnership CAD	Dec. 31, 2011 Partnership USD ($)	Dec. 31, 2011 Partnership USD ($)	Dec. 31, 2010 Partnership USD ($)	Nov. 05, 2011 Partnership USD ($) CADPerShare	Nov. 30, 2011 Partnership Maximum M	Dec. 31, 2011 Partnership Maximum USD ($)	Nov. 30, 2011 Partnership Minimum M	Nov. 05, 2011 Partnership Northeast USD ($)	Nov. 05, 2011 Partnership Northwest USD ($)	Nov. 05, 2011 Partnership Southwest USD ($)	Nov. 05, 2011 Partnership Un-allocated Corporate USD ($)	Dec. 31, 2011 Rockland MW Y	Dec. 28, 2011 Rockland USD ($)	Dec. 31, 2010 Cadillac USD ($) MW	Dec. 21, 2010 Cadillac USD ($)	Apr. 30, 2010 Rollcast	Mar. 31, 2010 Rollcast USD ($)	Apr. 28, 2010 Rollcast USD ($)	Mar. 01, 2010 Rollcast USD ($)	Mar. 31, 2009 Rollcast USD ($)	Mar. 01, 2010 Rollcast Other Project Assets USD ($)	Oct. 31, 2010 Piedmont MW mi	Oct. 21, 2010 Piedmont USD ($) D	Oct. 31, 2010 Piedmont Construction and term loan USD ($)	Oct. 31, 2010 Piedmont Bridge loan USD ($)
Acquisition and divestments
Amount of Sale of Roxboro and Southport facilities																																							121,400,000
Amount of Sale of Roxboro and Southport facilities per unit of CPILP (in Canadian dollars per share)																																											2.15
Payment for termination of subsidiary management agreements																																							10,000,000
Transitional services agreement term (in months)																																												12		6
Average PPA term (in years)																																						8.8	8.8
Increased average PPA term (in years)																																						9.1	9.1
Cash per unit in exchange of limited partnership units (in Canadian dollars per share)																																											19.40
Common shares per unit in exchange of limited partnership units																																											1.3
Cash consideration percentage in exchange of limited partnership units																																						73.00%	73.00%
Share consideration percentage in exchange of limited partnership units																																						27.00%	27.00%
Shares issued in connection with acquisition	31,500,215																																					31,500,000	31,500,000
Ownership interest (as a percent)																																																								40.00%
Increased ownership interest percentage																																																							60.00%	55.00%
Fair value of consideration transferred:
Consideration paid in cash																38,900,000																											601,766,000														800,000	1,200,000	3,000,000
Consideration paid in equity																																											407,424,000																			75,000,000
Total estimated purchase price																																											1,009,190,000											36,995,000				7,579,000
Percentage acquired in entity																27.60%																																				30.00%		100.00%				15.00%	40.00%
Transaction costs															3,100,000
Acquisition funded by borrowings under revolving credit facility												80,500,000	80,500,000				20,000,000																																														82,000,000	51,000,000
Capacity of wood fired facility (in MW)																																																					39.6
Preliminary purchase price allocation
Working capital																																											37,951,000											5,643,000
Property, plant and equipment																																											1,024,015,000											42,101,000				130,000
Intangibles																																											528,531,000
Other long-term assets																																											224,295,000
Project level debt																																											(621,551,000)											(43,131,000)
Other long-term liabilities																																											(129,341,000)
Deferred tax liability																																											(164,539,000)
Prepaid expenses and other assets																																																										133,000
Capitalized development costs																																																										2,705,000
Power purchase agreements																																																						36,420,000
Trade and other payables																																																										(448,000)
Total identifiable net assets																																											899,361,000															4,044,000
Preferred shares																																											(221,304,000)
Noncontrolling interest																																																										3,410,000
Goodwill																																											331,133,000				135,300,000	138,200,000	57,600,000	145,000,000										3,535,000
Interest rate swap derivative																																																						(4,038,000)
Cash acquired																																											(22,683,000)											(1,870,000)				1,524,000
Cash paid, net of cash acquired											591,583,000	78,180,000		3,068,000																								986,507,000															35,125,000
Other items to be allocated to identifiable assets acquired and liabilities assumed
Fair value of our investment in Rollcast at the acquisition date																																																										2,758,000
Fair value of noncontrolling interest in Rollcast																																																										3,410,000
Gain recognized on the step acquisition																																																								211,000
Percentage of grant expected to be received																																																														95.00%
Period after start of commercial operations that grant is expected to be received (in days)																																																														60
Generating capacity of biomass project under construction in Georgia (in MW)		53									53																																																		53.5
Biomass project under construction, miles of south Atlanta																																																													70
Assumed discount rate utilized for fair value estimate (as a percent)																																																										9.40%
Revenue			125,639,000,000	52,333,000,000	53,258,000,000	53,665,000,000	46,092,000,000	54,039,000,000	47,904,000,000	47,221,000,000	284,895,000	195,256,000		179,517,000						58,201,000	596,000				8,982,000					55,501,000	30,318,000	31,000,000			1,300,000	1,137,000				73,800,000
Net loss		(39,214,000)				5,982,000					(35,641,000)	(3,855,000)		(38,486,000)				(38,045,000)	(232,000)	10,939,000	6,994,000	2,596,000	1,910,000	57,000	(862,000)	326,000	458,000	3,217,000	2,451,000	7,658,000	9,987,000	8,288,000	(18,009,000)	(9,382,000)	(72,074,000)	(45,858,000)	(87,167,000)								100,000
Unaudited pro-forma consolidated results of operations
Total project revenue																																									694,162,000	669,985,000
Net income (loss) attributable to Atlantic Power Corporation																																									(95,772,000)	(2,462,000)
Net income (loss) per share attributable to Atlantic Power Corporation
Net income (loss) per share attributable to Atlantic Power Corporation shareholders: Basic (in dollars per share)																																									$ (0.85)	$ (0.02)
Net income (loss) per share attributable to Atlantic Power Corporation shareholders: Diluted (in dollars per share)																																									$ (0.85)	$ (0.02)
Purchase price																																																				$ 12,500,000
Wind farm capacity under wind project (in MW)																																																			80
Power purchase agreement term (in years)																																																			25

XML

Accounting for derivative instruments and hedging activities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Accounting for derivative instruments and hedging activities

Schedule of notional volumes of forecasted transactions

	Units	March 31, 2012		December 31, 2011
Natural gas swaps	Natural gas (Mmbtu)		12,870		14,140
Gas purchase agreements	Natural gas (GJ)		31,785		33,957
Interest rate swaps	Interest (US$)	$	51,376	$	52,711
Currency forwards	Cdn$	$	248,986	$	312,533

	Units	December 31, 2011		December 31, 2010
Natural gas swaps	Natural gas (Mmbtu)		14,140		15,540
Interest rate swaps	Interest (US$)	$	52,711	$	44,228
Currency forwards	Cdn$	$	312,533	$	219,800

Schedule of fair value of derivative instruments

	March 31, 2012
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,747
Interest rate swaps long-term		—		4,627
Total derivative instruments designated as cash flow hedges		—		6,374
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,755
Interest rate swaps long-term		—		7,919
Foreign currency forward contracts current		10,610		—
Foreign currency forward contracts long-term		16,589		—
Natural gas swaps current		—		16,706
Natural gas swaps long-term		—		19,838
Gas purchase agreements current		—		28,960
Gas purchase agreements long-term		—		77,351
Total derivative instruments not designated as cash flow hedges		27,199		153,529
Total derivative instruments	$	27,199	$	159,903

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

	December 31, 2010
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	2,124
Interest rate swaps long-term		—		2,626
Total derivative instruments designated as cash flow hedges		—		4,750
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		1,286
Interest rate swaps long-term		3,299		2,000
Foreign currency forward contracts current		8,865		—
Foreign currency forward contracts long-term		14,585		—
Natural gas swaps current		—		6,599
Natural gas swaps long-term		—		16,917
Total derivative instruments not designated as cash flow hedges		26,749		26,802
Total derivative instruments	$	26,749	$	31,552

Schedule of changes in OCI attributable to derivative financial instruments

For the three month period ended March 31, 2012	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Change in fair value of cash flow hedges		15			—			15
Realized from OCI during the period		287			(57	)		230
Accumulated OCI balance at March 31, 2012	$	(1,402	)	$	264		$	(1,138	)

For the three month period ended March 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		721			—			721
Realized from OCI during the period		(360	)		(89	)		(449	)
Accumulated OCI balance at March 31, 2011	$	(66	)	$	593		$	527

For the year ended December 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2011	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		(2,647	)		—			(2,647	)
Realized from OCI during the period		1,370			(361	)		1,009
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Gains (losses) expected to be realized from OCI in the next 12 months, net of $471 tax	$	936		$	(230	)	$	706

For the year ended December 31, 2010	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2010	$	(538	)	$	(321	)	$	(859	)
Change in fair value of cash flow hedges		(360	)		—			(360	)
Realized from OCI during the period		471			1,003			1,474
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255

For the year ended December 31, 2009	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2009	$	(501	)	$	(2,635	)	$	(3,136	)
Change in fair value of cash flow hedges		(565	)		(1,985	)		(2,550	)
Realized from OCI during the period		528			4,299			4,827
Accumulated OCI balance at December 31, 2009	$	(538	)	$	(321	)	$	(859	)

Realized (gains) and losses

Gains and losses for derivative instruments

Schedule of (gains) and losses for derivative instruments not designated as cash flow hedges

	Year ended December 31,
								Classification of (gain) loss recognized in income
	2011		2010		2009
Natural gas swaps	Fuel	$	9,269	$	9,141		$	10,089
Interest rate swaps	Interest, net		4,166		1,664			1,446
Foreign currency forwards	Foreign exchange (gain) loss		5,201		(6,625	)		(3,864	)

Unrealized gains and losses

Gains and losses for derivative instruments

Schedule of (gains) and losses for derivative instruments not designated as cash flow hedges

The following table summarizes realized (gains) and losses for derivative instruments not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Fuel	$	4,815		$	2,476
Gas purchase agreements	Fuel		10,829			—
Foreign currency forwards	Foreign exchange (gain) loss		(11,930	)		(2,537	)
Interest rate swaps	Interest, net		1,157			976

        The following table summarizes the unrealized gains and (losses) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Change in fair value of derivatives	$	1,795		$	2,883
Gas purchase agreements	Change in fair value of derivatives		57,877			—
Interest rate swaps	Change in fair value of derivatives		(1,550	)		678
		$	58,122		$	4,239
Foreign currency forwards	Foreign exchange (gain) loss	$	5,210		$	(3,436	)

	Classification of (gain) loss recognized in income
		2011		2010			2009
Natural gas swaps	Change in fair value of derivatives	$	10,540	$	17,470		$	(7,182	)
Interest rate swaps	Change in fair value of derivatives		12,236		(3,423	)		369
		$	22,776	$	14,047		$	(6,813	)
Forward currency forwards	Foreign exchange (gain) loss	$	14,211	$	(3,542	)	$	(31,138	)

XML

Subsequent events

12 Months Ended

Dec. 31, 2011

Subsequent events

Subsequent events

23. Subsequent events

        On January 31, 2012, we invested approximately $23 million of late-stage development capital to own 51% of Canadian Hills Wind, LLC ("Canadian Hills"). Canadian Hills is the 100% owner of the Canadian Hills Project which is a 298.45 MW wind power project in the late stages of development, located approximately 20 miles west of Oklahoma City, Oklahoma. Apex Wind Energy Holdings, LLC, is the project developer. Canadian Hills has executed long-term power purchase agreements with investment grade offtakers for 250.45 MW and is currently negotiating a similar PPA for the remaining 48 MW. Construction is expected to begin by April 2012 with commercial operations expected in November 2012. We will be responsible for the operations and management of the assets of Canadian Hills. Total project costs are expected to be approximately $460 million. Subject to final due diligence, Board approval and other conditions, we will have the right to invest 100% of the project equity or approximately $170 million.

        On February 16, 2012, we entered into an agreement with Primary Energy Recycling Corporation ("PERC"), whereby PERC will purchase our 14.3% common membership interests in PERH for approximately $24 million, plus a management termination fee of approximately $6.1 million for a total price of $30.1 million. The transaction remains subject to pricing adjustment or termination under certain circumstances. Completion of the transaction is subject to PERC obtaining financing and is expected to occur in the second quarter of 2012.

XML

Consolidating financial information

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Consolidating financial information

Consolidating financial information

13. Condensed consolidating financial information

        As of March 31, 2012 and December 31, 2011, we had $460.0 million of 9.00% senior notes due November 2018 (the "Senior Notes"). These notes are guaranteed by certain of our wholly owned subsidiaries, or guarantor subsidiaries.

        Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of March 31, 2012:

        Atlantic Power Limited Partnership, Atlantic Power GP Inc., Atlantic Power (US) GP, Atlantic Power Corporation, Atlantic Power Generation, Inc., Atlantic Power Transmission, Inc., Atlantic Power Holdings, Inc., Atlantic Power Services Canada GP Inc., Atlantic Power Services Canada LP, Atlantic Power Services, LLC, Teton Power Funding, LLC, Harbor Capital Holdings, LLC, Epsilon Power Funding, LLC, Atlantic Auburndale, LLC, Auburndale LP, LLC, Auburndale GP, LLC, Badger Power Generation I, LLC, Badger Power Generation, II, LLC, Badger Power Associates, LP, Atlantic Cadillac Holdings, LLC, Atlantic Idaho Wind Holdings, LLC, Atlantic Idaho Wind C, LLC, Baker Lake Hydro, LLC, Olympia Hydro, LLC, Teton East Coast Generation, LLC, NCP Gem, LLC, NCP Lake Power, LLC, Lake Investment, LP, Teton New Lake, LLC, Lake Cogen Ltd., Atlantic Renewables Holdings, LLC, Orlando Power Generation I, LLC, Orlando Power Generation II, LLC, NCP Dade Power, LLC, NCP Pasco LLC, Dade Investment, LP, Pasco Cogen, Ltd., Atlantic Piedmont Holdings LLC, Teton Selkirk, LLC, Atlantic Oklahoma Wind, LLC, and Teton Operating Services, LLC.

        In addition, as of March 31, 2012, Curtis Palmer, LLC, fully and unconditionally guaranteed Atlantic Power Limited Partnership's guarantee of the Senior Notes.

        The following condensed consolidating financial information presents the financial information of Atlantic Power, the guarantor subsidiaries and Curtis Palmer LLC in accordance with Rule 3-10 under the SEC's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or Curtis Palmer LLC operated as independent entities.

        In this presentation, Atlantic Power consists of parent company operations. Guarantor subsidiaries of Atlantic Power are reported on a combined basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis.

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2012

(in thousands of U.S. dollars)
(Unaudited)

	Guarantor Subsidiaries		Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Assets
Current Assets:
Cash and cash equivalents	$	100,827	$	(78	)	$	5,860		$	—		$	106,609
Restricted cash		27,761		—			—			—			27,761
Accounts receivable		89,392		17,477			2,996			(50,364	)		59,501
Prepayments, supplies, and other		39,555		1,167			1,139			—			41,861
Other current assets		4,055		—			8,856			—			12,911
Total current assets		261,590		18,566			18,851			(50,364	)		248,643
Property, plant, and equipment, net		1,375,605		175,087			—			(1,066	)		1,549,626
Transmission system rights		178,319		—			—			—			178,319
Equity investments in unconsolidated affiliates		5,053,320		—			865,104			(5,441,326	)		477,098
Other intangible assets, net		582,491		166,067			—			(150,925	)		597,633
Goodwill		285,358		58,228			—			—			343,586
Other assets		483,401		—			438,639			(841,235	)		80,805
Total assets	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	99,992	$	4,704		$	38,672		$	(50,364	)	$	93,004
Revolving credit facility		22,800					50,000						72,800
Current portion of long-term debt		246,520		—			—			—			246,520
Other current liabilities		51,308		—			13,468			—			64,776
Total current liabilities		420,620		4,704			102,140			(50,364	)		477,100
Long-term debt		714,685		190,000			460,000			—			1,364,685
Convertible debentures		—		—			193,269			—			193,269
Other non-current liabilities		1,214,271		8,135			948			(841,235	)		382,119
Equity
Preferred shares issued by a subsidiary company		221,304		—			—			—			221,304
Common shares		5,094,502		208,991			1,217,893			(5,303,493	)		1,217,893
Accumulated other comprehensive income (loss)		12,216		—			—			—			12,216
Retained deficit		539,619		6,118			(651,656	)		(289,824	)		(395,743	)
Total Atlantic Power Corporation shareholders' equity		5,867,641		215,109			566,237			(5,593,317	)		1,055,670
Noncontrolling interest		2,867		—			—			—			2,867
Total equity		5,870,508		215,109			566,237			(5,593,317	)		1,058,537
Total liabilities and equity	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended March 31, 2012

(in thousands of U.S. dollars, except per share amounts)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Project revenue:
Total project revenue	$	157,118		$	10,617		$	—		$	(125	)	$	167,610
Project expenses:
Fuel		62,099			—			—			—			62,099
Project operations and maintenance		30,067			1,636			(128	)		(75	)		31,500
Depreciation and amortization		32,705			3,763			—			—			36,468
		124,871			5,399			(128	)		(75	)		130,067
Project other income (expense):
Change in fair value of derivative instruments		(58,122	)		—			—			—			(58,122	)
Equity in earnings of unconsolidated affiliates		2,947			—			—			—			2,947
Interest expense, net		(4,325	)		(2,708	)		—			—			(7,033	)
Other income, net		15			—			—			—			15
		(59,485	)		(2,708	)		—			—			(62,193	)
Project income		(27,238	)		2,510			128			(50	)		(24,650	)
Administrative and other expenses (income):
Administration expense		5,134			—			2,699			—			7,833
Interest, net		20,379			—			1,484			173			22,036
Foreign exchange loss		1,133			—			(147	)		—			986
		26,646			—			4,036			173			30,855
Income (loss) from operations before income taxes		(53,884	)		2,510			(3,908	)		(223	)		(55,505	)
Income tax expense (benefit)		(16,291	)		—			—			—			(16,291	)
Net income (loss)		(37,593	)		2,510			(3,908	)		(223	)		(39,214	)
Net loss attributable to noncontrolling interest		(161	)		—			—			—			(161	)
Net income attributable to Preferred share dividends of a subsidiary company		3,239			—			—			—			3,239
Net income (loss) attributable to Atlantic Power Corporation	$	(40,671	)	$	2,510		$	(3,908	)	$	(223	)	$	(42,292	)

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three months ended March 31, 2012

(in thousands of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations		Consolidated Balance
Net cash provided by operating activities	$	30,019		$	(46	)	$	36,519		$	—	$	66,492
Cash flows used in investing activities:
Acquisitions and investments, net of cash acquired		198			—			(198	)		—		—
Change in restricted cash		(6,349	)		—			—			—		(6,349	)
Biomass development costs		(123	)		—			—			—		(123	)
Purchase of property, plant and equipment		(164,126	)		(17	)		—			—		(164,143	)
Net cash used in investing activities		(170,400	)		(17	)		(198	)		—		(170,615	)
Cash flows provided by financing activities:
Repayment for long-term debt		(2,725	)					—			—		(2,725	)
Deferred finance costs		(10,179	)					—			—		(10,179	)
Proceeds from project-level debt		184,216						—			—		184,216
Payments for revolving credit facility borrowings		(8,000	)		—			—			—		(8,000	)
Proceeds from revolving credit facility borrowings		22,800			—			—			—		22,800
Dividends paid		(3,274	)		—			(32,757	)		—		(36,031	)
Net cash provided by financing activities		182,838			—			(32,757	)		—		150,081
Net increase in cash and cash equivalents		42,457			(63	)		3,564			—		45,958
Cash and cash equivalents at beginning of period		58,370			(15	)		2,296			—		60,651
Cash and cash equivalents at end of period	$	100,827		$	(78	)	$	5,860		$	—	$	106,609

24. Consolidating financial information

        As of December 31, 2011, we had $460.0 million of 9.00% Senior Notes due November 2018. These notes are guaranteed by certain of our wholly-owned subsidiaries, or guarantor subsidiaries.

        Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of December 31, 2011:

        Atlantic Power Income Limited Partnership, Atlantic Power GP Inc., Atlantic Power (US) GP, Atlantic Power Corporation, Atlantic Power Generation, Inc., Atlantic Power Transmission, Inc., Atlantic Power Holdings, Inc., Atlantic Power Services Canada GP Inc., Atlantic Power Services Canada LP, Atlantic Power Services, LLC, Teton Power Funding, LLC, Harbor Capital Holdings, LLC, Epsilon Power Funding, LLC, Atlantic Auburndale, LLC, Auburndale LP, LLC, Auburndale GP, LLC, Badger Power Generation I, LLC, Badger Power Generation, II, LLC, Badger Power Associates, LP, Atlantic Cadillac Holdings, LLC, Atlantic Idaho Wind Holdings, LLC, Atlantic Idaho Wind C, LLC, Baker Lake Hydro, LLC, Olympia Hydro, LLC, Teton East Coast Generation, LLC, NCP Gem, LLC, NCP Lake Power, LLC, Lake Investment, LP, Teton New Lake, LLC, Lake Cogen Ltd., Atlantic Renewables Holdings, LLC, Orlando Power Generation I, LLC, Orlando Power Generation II, LLC, NCP Dade Power, LLC, NCP Pasco LLC, Dade Investment, LP, Pasco Cogen, Ltd., Atlantic Piedmont Holdings LLC, Teton Selkirk, LLC, and Teton Operating Services, LLC.

        In addition, as of December 31, 2011, Curtis Palmer, LLC, fully and unconditionally guaranteed Atlantic Power Limited Partnership's guarantee of the Senior Notes.

        The following condensed consolidating financial information presents the financial information of Atlantic Power Corporation, Inc. ("APC"), the guarantor subsidiaries and Curtis Palmer LLC in accordance with Rule 3-10 under the SEC's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or Curtis Palmer LLC operated as independent entities.

        In this presentation, APC consists of parent company operations. Guarantor subsidiaries of APC are reported on a combined basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis.

ATLANTIC POWER CORPORATION

CONSOLIDATING BALANCE SHEET

December 31, 2011

(in thousands of U.S. dollars

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Assets
Current assets:
Cash and cash equivalents	$	58,370		$	(15	)	$	2,296		$	—		$	60,651
Restricted cash		21,412			—			—			—			21,412
Accounts receivable		93,855			13,637			12,088			(40,572	)		79,008
Current portion of derivative instruments asset		3,519			—			6,892			—			10,411
Prepayments, supplies, and other		24,436			1,225			582			—			26,243
Deferred income taxes		—			—			—			—			—
Refundable income taxes		3,012			—			30			—			3,042
Total current assets		204,604			14,847			21,888			(40,572	)		200,767
Property, plant, and equipment, net		1,213,080			176,017			—			(843	)		1,388,254
Transmission system rights		180,282			—			—			—			180,282
Equity investments in unconsolidated affiliates		5,109,196			—			870,279			(5,505,124	)		474,351
Other intangible assets, net		415,454			168,820			—			—			584,274
Goodwill		285,358			58,228			—			—			343,586
Derivative instruments asset		15,490			—			6,513			—			22,003
Other assets		463,110			—			433,035			(841,235	)		54,910
Total assets	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	97,129		$	7,241		$	16,500		$	(40,572	)	$	80,298
Revolving credit facility		8,000					$	50,000						58,000
Current portion of long-term debt		20,958			—			—			—			20,958
Current portion of derivative instruments liability		20,592			—			—			—			20,592
Interest payable on convertible debentures		—			—			1,708			—			1,708
Dividends payable		36			—			10,697			—			10,733
Other current liabilities		165			—			—			—			165
Total current liabilities		146,880			7,241			78,905			(40,572	)		192,454
Long-term debt		754,900			190,000			460,000			—			1,404,900
Convertible debentures		—			—			189,563			—			189,563
Derivative instruments liability		33,170			—			—			—			33,170
Deferred income taxes		182,925			—			—			—			182,925
Other non-current liabilities		961,899			8,072			898			(841,235	)		129,634
Equity
Preferred shares issued by a subsidiary company		221,304			—			—			—			221,304
Common shares		5,156,644			208,991			1,217,265			(5,365,635	)		1,217,265
Accumulated other comprehensive income (loss)		(5,193	)		—			—			—			(5,193	)
Retained deficit		431,018			3,608			(614,916	)		(140,332	)		(320,622	)
Total Atlantic Power Corporation shareholders' equity		5,803,773			212,599			602,349			(5,505,967	)		1,112,754
Noncontrolling interest		3,027			—			—			—			3,027
Total equity		5,806,800			212,599			602,349			(5,505,967	)		1,115,781
Total liabilities and equity	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427

ATLANTIC POWER CORPORATION

CONSOLIDATING STATEMENT OF OPERATIONS

December 31, 2011

(in thousands of U.S. dollars, except per share amounts)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Project revenue:
Energy sales	$	97,053		$	9,009		$	—		$	—		$	106,062
Energy capacity revenue		131,362			—			—			—			131,362
Transmission services		30,087			—			—			—			30,087
Other		17,819			—			—			(435	)		17,384
		276,321			9,009			—			(435	)		284,895
Project expenses:
Fuel		93,993			—			—			—			93,993
Project operations and maintenance		55,334			851			922			(275	)		56,832
Depreciation and amortization		60,999			2,639			—			—			63,638
		210,326			3,490			922			(275	)		214,463
Project other income (expense):
Change in fair value of derivative instruments		(22,776	)		—			—			—			(22,776	)
Equity in earnings of unconsolidated affiliates		5,989			—			—			367			6,356
Interest expense, net		(16,694	)		(1,911	)		128			(1,576	)		(20,053	)
Other income, net		20			—			—			—			20
		(33,461	)		(1,911	)		128			(1,209	)		(36,453	)
Project income		32,534			3,608			(794	)		(1,369	)		33,979
Administrative and other expenses (income):
Administration expense		12,636			—			25,472			—			38,108
Interest, net		67,666			—			(41,668	)		—			25,998
Foreign exchange loss		4,057			—			9,781			—			13,838
		84,359			—			(6,415	)		—			77,944
Income (loss) from operations before income taxes		(51,825	)		3,608			5,621			(1,369	)		(43,965	)
Income tax expense (benefit)		(8,566	)		—			242			—			(8,324	)
Net income (loss)		(43,259	)		3,608			5,379			(1,369	)		(35,641	)
Net loss attributable to noncontrolling interest		(480	)		—			—			—			(480	)
Net income attributable to Preferred share dividends of a subsidiary company		3,247			—			—			—			3,247
Net income (loss) attributable to Atlantic Power Corporation	$	(46,026	)	$	3,608		$	5,379		$	(1,369	)	$	(38,408	)

ATLANTIC POWER CORPORATION

CONSOLIDATING STATEMENT OF CASH FLOWS

December 31, 2011

(in thousands of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Cash flows from operating activities:
Net loss	$	(44,628	)	$	3,608		$	5,379		$	—		$	(35,641	)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		60,999			2,639			—			—			63,638
Long-term incentive plan expense		3,167			—			—			—			3,167
Earnings from unconsolidated affiliates		(6,356	)		—			—			—			(6,356	)
Distributions from unconsolidated affiliates		13,552			—			8,337			—			21,889
Unrealized foreign exchange loss		4,105			—			4,531			—			8,636
Change in fair value of derivative instruments		22,776			—			—			—			22,776
Change in deferred income taxes		(9,908	)		—			—			—			(9,908	)
Change in other operating balances														—
Accounts receivable		23,952			(8,880	)		298			(30,933	)		(15,563	)
Prepayments, refundable income taxes and other assets		1,783			583			(713	)		—			1,653
Accounts payable and accrued liabilities		(46,561	)		2,095			18,464			30,933			4,931
Other liabilities		(1,918	)		—			(1,369	)		—			(3,287	)
Net cash provided by operating activities		20,963			45			34,927			—			55,935
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired		12,143			—			(603,726	)		—			(591,583	)
Short-term loan to Idaho Wind		21,465			—			1,316			—			22,781
Change in restricted cash		(5,668	)		—			—			—			(5,668	)
Biomass development costs		(931	)		—			—			—			(931	)
Proceeds from sale of assets		8,500			—			—			—			8,500
Purchase of property, plant and equipment		(115,047	)		(60	)		—			—			(115,107	)
Net cash (used in) provided by investing activities		(79,538	)		(60	)		(602,410	)		—			(682,008	)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt		—						460,000			—			460,000
Proceeds from project-level debt		100,794						—			—			100,794
Proceeds from issuance of equity, net of offering costs		—			—			155,424			—			155,424
Deferred financing costs		—			—			(26,373	)		—			(26,373	)
Repayment of project-level debt		(21,589	)		—			—			—			(21,589	)
Proceeds from revolving credit facility borrowings		8,000			—			50,000			—			58,000
Dividends paid		(3,247	)		—			(81,782	)		—			(85,029	)
Net cash provided by (used in) financing activities		83,958			—			557,269			—			641,227
Net (decrease) increase in cash and cash equivalents		25,383			(15	)		(10,214	)		—			15,154
Cash and cash equivalents at beginning of period		32,987			—			12,510			—			45,497
Cash and cash equivalents at end of period	$	58,370		$	(15	)	$	2,296		$	—		$	60,651

XML

Nature of business

12 Months Ended

Dec. 31, 2011

Nature of business

Nature of business

1. Nature of business

General

        Atlantic Power Corporation ("Atlantic Power") is a power generation and infrastructure company with a portfolio of assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers under long-term power purchase agreements, which seek to minimize exposure to changes in commodity prices. The net generating capacity of our projects is approximately 2,140 MW, consisting of interests in 31 operational power generation projects across 11 states in the United States and two provinces in Canada, one 53 MW biomass project under construction in Georgia, and an 84 mile, 500-kilovolt electric transmission line located in California. Atlantic Power also owns a majority interest in Rollcast Energy, a biomass power plant developer with several projects under development

        Atlantic Power is a corporation established under the laws of the Province of Ontario, Canada on June 18, 2004 and continued to the Province of British Columbia on July 8, 2005. Our shares trade on the TSX under the symbol "ATP" and on the New York Stock Exchange under the symbol "AT." Our registered office is located at 355 Burrard Street, Suite 1900, Vancouver, British Columbia V6C 2G8 Canada and our headquarters is located at 200 Clarendon Street, Floor 25, Boston, Massachusetts, 02116 USA. Our telephone number in Boston is (617) 977-2400 and the address of our website is www.atlanticpower.com. We make available, free of charge, on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, we make available on our website our Canadian securities filings.

XML

VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2011

VALUATION AND QUALIFYING ACCOUNTS

VALUATION AND QUALIFYING ACCOUNTS

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(in thousands)

	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period
Income tax valuation allowance, deducted from deferred tax assets:
Year ended December 31, 2011	$	79,420	$	9,600	$	—	$	—	$	89,020
Year ended December 31, 2010		67,131		12,289		—		—		79,420
Year ended December 31, 2009		45,126		22,005		—		—		67,131

XML

Preferred shares issued by a subsidiary company (Details) (Subsidiary company) In Millions, unless otherwise specified	12 Months Ended			12 Months Ended					12 Months Ended
	Dec. 31, 2011 Series 2 Shares Y CADPerShare	Dec. 31, 2009 Series 2 Shares CADPerShare	Dec. 31, 2011 Series 2 Shares December 31, 2014 and every five years thereafter	Dec. 31, 2011 Series 3 Shares	Dec. 31, 2011 Series 1 Shares CADPerShare	Dec. 31, 2007 Series 1 Shares CADPerShare	Dec. 31, 2007 Series 1 Shares On or after June 30, 2012 CADPerShare	Dec. 31, 2007 Series 1 Shares After June 30, 2016 CADPerShare	Dec. 31, 2011 Series 1 Shares and Series 2 Shares USD ($)	Dec. 31, 2011 Series 1 Shares and Series 2 Shares CAD
Preferred shares issued by subsidiary company
Number of preferred shares issued		4.0				5.0
Dividend rate on preferred shares (as a percent)		7.00%				4.85%
Issue price of preferred shares (in Canadian dollars per share)		25.00				25.00
Dividend per share per annum (in Canadian dollars per share)	1.75				1.2125
Redemption price after specified date and thereafter (in Canadian dollars per share)			25.00				26.00	25.00
Decline in redemption price per year (in Canadian dollars per share)						0.25
Initial period for declaration of dividend (in years)	5
Period for declaration of dividend at reset rate (in years)	5
Reference rate for dividend	Five-year Government of Canada bond yield			90-day Government of Canada treasury bill rate
Percentage points added to the reference rate	4.18%			4.18%
Frequency for redemption after December 31, 2014 (in years)	5
Dividend paid									$ 3.2	3.3

XML

Commitments and contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Commitments and contingencies

Commitments and contingencies

12. Commitments and contingencies

• IRS Examination

        In 2011, the Internal Revenue Service ("IRS") began an examination of our federal income tax returns for the tax years ended December 31, 2007 and 2009. On April 2, 2012, the IRS issued various Notices of Proposed Adjustments. The principal area of the proposed adjustments pertain to the classification of U.S. real property in the calculation of the gain related to our 2009 conversion from the previous Income Participating Security structure to our current traditional common share structure.

        We intend to vigorously contest these proposed adjustments, including pursuing all administrative and judicial remedies available to us. The Company expects to be successful in sustaining its positions with no material impact to our financial results. No accrual has been made for any contingency related to any of the proposed adjustments as of March 31, 2012.

• Path 15

        In February 2011, we filed a rate application with the Federal Energy Regulatory Commission ("FERC") to establish Path 15's revenue requirement at $30.3 million for the 2011-2013 period. On March 7, 2012, Path 15 filed a formal settlement agreement establishing a revenue requirement at $28.8 million with the Administrative Law Judge for her review and certification to FERC for approval. All of the parties in the rate case either support or do not oppose the settlement agreement. Path 15 expects an order approving the settlement from FERC during the second quarter of 2012.

• Lake

        Our Lake project is currently involved in a dispute with PEF over off-peak energy sales in 2010. All amounts billed for off-peak energy during 2010 by the Lake project have been paid in full by PEF. The Lake project has filed a claim against PEF in which we seek to confirm our contractual right to sell off-peak energy at the contractual price for such sales. PEF filed a counter-claim against the Lake project, seeking, among other things, the return of amounts paid for off-peak power sales during 2010 and a declaratory order clarifying Lake's rights and obligations under the PPA. The Lake project has stopped dispatching during off-peak periods pending the outcome of the dispute. However, we strongly believe that the court will confirm our contractual right to sell off-peak power using the contractual price that was used during 2010 and that we will be able to continue such off-peak power sales for the remainder of the term of the PPA. We have not recorded any reserves related to this dispute and expect that the outcome will not have a material adverse effect on our financial position or results of operations.

• Morris

        On May 29, 2011, our Morris facility was struck by lightning. As a result, steam and electric deliveries were interrupted to our host Equistar. We believe the interruption constitutes a force majeure under the energy services agreement with Equistar. Equistar disputes this interpretation and has initiated arbitration proceedings under the agreement for recovery of resulting lost profits and equipment damage among other items. The agreement with Equistar specifically shields Morris from exposure to consequential damages incurred by Equistar and management expects our insurance to cover any material losses we might incur in connection with such proceedings, including settlement costs. Management will attempt to resolve the arbitration through settlement discussions, but is prepared to vigorously defend the arbitration on the merits.

• Other

        From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending as of March 31, 2012 which are expected to have a material adverse impact on our financial position or results of operations.

21. Commitments and contingencies

• Commitments

  Operating Lease Commitments

        We lease our office properties and equipment under operating leases expiring on various dates through 2021. Certain operating lease agreements over their lease term include provisions for scheduled rent increases. We recognize the effects of these scheduled rent increases on a straight-line basis over the lease term. Lease expense under operating leases was $1.0 million, $0.9 million and $0.9 million for the years ended December 31, 2011, 2010, and 2009, respectively.

        Future minimum lease commitments under operating leases for the years ending after December 31, 2011, are as follows (in thousands):

2012	$	1,149
2013		942
2014		619
2015		404
2016		335
Thereafter		1,609
	$	5,058

• Transmission, Interconnection and Long-Term Service Commitments

        Our projects have entered into long-term contractual arrangements to provide energy transmission services, operate and maintain an electrical interconnection facility and obtain maintenance services for combustion turbines expiring on various dates through 2024.

        As of December 31, 2011, our commitments under such outstanding agreements are estimated as follows (in thousands):

2012	$	9,102
2013		6,671
2014		2,752
2015		2,822
2016		2,894
Thereafter		22,663
	$	46,904

• Fuel Supply and Transportation Commitments

        We have entered into long-term contractual arrangements to procure fuel and transportation services for our projects. As of December 31, 2011, our commitments under such outstanding agreements are estimated as follows (in thousands):

2012	$	67,712
2013		61,303
2014		64,214
2015		64,449
2016		66,006
Thereafter		66,732
	$	390,416

• Construction Contract

        We entered into an agreement with an unrelated third party to design, engineer, procure, install, construct, test, commission and start-up the generating facility, on a turnkey basis, for a contracted price for our Piedmont project. The Piedmont project will pay an estimated $21.5 million in construction costs under the contract during 2012.

• Contingencies

        Our Lake project is currently involved in a dispute with PEF over off-peak energy sales in 2010. All amounts billed for off-peak energy during 2010 by the Lake project have been paid in full by PEF. The Lake project has filed a claim against PEF in which we seek to confirm our contractual right to sell off-peak energy at the contractual price for such sales. PEF filed a counter-claim against the Lake project, seeking, among other things, the return of amounts paid for off-peak power sales during 2010 and a declaratory order clarifying Lake's rights and obligations under the PPA. The Lake project has stopped dispatching during off-peak periods pending the outcome of the dispute. However, we strongly believe that the court will confirm our contractual right to sell off-peak power using the contractual price that was used during 2010 and that we will be able to continue such off-peak power sales for the remainder of the term of the PPA. We have not recorded any reserves related to this dispute and expect that the outcome will not have a material adverse effect on our financial position or results of operations.

        In February 2011, we filed a rate application with the FERC to establish Path 15's revenue requirement of $30.3 million for the 2011-2013 period. We engaged in a formal settlement with three parties that challenged certain aspects of how Path 15 determined the rates in its filing. After exchanges of information and direct discussions, we concluded that a fair and equitable settlement between the parties was not achievable through the settlement process and therefore, we ended settlement discussions and informed the judge that we would pursue resolution of the issues through the formal hearing process at FERC. We may engage the parties in informal settlement discussions during the hearing process. If a settlement can be reached with the parties, the hearing process will be terminated.

        In September 2011, FERC appointed a presiding judge in Atlantic Path 15's rate case hearing proceeding. Under the Judge's order establishing the procedural schedule for the case, the discovery period commenced in October 2011 and will conclude in April 2012. The formal rate case hearing is scheduled to commence on May 1, 2012. The initial decision from the presiding judge will be due on or before August 16, 2012. The timing of FERC's issuance of its final decision in the rate case has no set schedule or time constraint, and final resolution of the rate case proceeding could take from 15 to 21 months. During the pendency of the rate case, we continue to collect the rates we filed as permitted under the initial FERC order it received in April 2011. Those rates are subject to refund, including interest, based on a final disposition of the proceeding. We believe that the resolution of this matter will not have a material impact on our financial position or results of operations.

        On May 29, 2011, our Morris facility was struck by lightning. As a result, steam and electric deliveries were interrupted to our host Equistar. We believe the interruption constitutes a force majeure under the energy services agreement with Equistar. Equistar disputes this interpretation and has initiated arbitration proceedings under the agreement for recovery of resulting lost profits and equipment damage among other items. The agreement with Equistar specifically shields Morris from exposure to consequential damages incurred by Equistar and management expects our insurance to cover any material losses we might incur in connection with such proceedings, including settlement costs. Management will attempt to resolve the arbitration through settlement discussions, but is prepared to vigorously defend the arbitration on the merits.

        From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending as of December 31, 2011 which are expected to have a material adverse impact on our financial position or results of operations.

XML

Other long-term liabilities (Tables)

12 Months Ended

Dec. 31, 2011

Other long-term liabilities

Schedule of other long-term liabilities

	2011		2010
Asset retirement obligations	$	52,336	$	—
Net pension liability		2,243		—
Deferred revenue		1,623		—
Other		1,657		2,376
	$	57,859	$	2,376

Schedule of asset retirement obligations in acquisition of CPILP

	2011
Asset retirement obligations beginning of year	$	—
Asset retirement obligations assumed in acquisition		52,230
Accretion of asset retirement obligations		223
Foreign currency translation adjustments		(117	)
Asset retirement obligations, end of year	$	52,336

XML

Nature of Business (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2012 MW kilovolt project mi province state	Dec. 31, 2011 MW kilovolt project province mi state
Nature of business
Net generating capacity of project (in MW)		2,140
Number of operational power generation projects	31	31
Number of states in which power generation projects operate	11	11
Number of provinces in which power generation projects operate	2	2
Number of biomass projects under construction in Georgia	1	1
Generating capacity of biomass project under construction in Georgia (in MW)	53	53
Length of electric transmission line located in California (in miles)	84	84
Capacity of electric transmission line located in California (in kilovolt)	500	500

XML

Accounting for derivative instruments and hedging activities (Details 2) In Thousands, unless otherwise specified	Mar. 31, 2012 Natural gas swaps mmbtu	Dec. 31, 2011 Natural gas swaps mmbtu	Dec. 31, 2010 Natural gas swaps mmbtu	Mar. 31, 2012 Interest rate swaps USD ($)	Dec. 31, 2011 Interest rate swaps USD ($)	Dec. 31, 2010 Interest rate swaps USD ($)	Mar. 31, 2012 Currency forward CAD	Dec. 31, 2011 Currency forward CAD	Dec. 31, 2010 Currency forward CAD
Derivative instruments
Volume of forecasted transactions (in Mmbtu)	12,870,000	14,140,000	15,540,000
Volume of forecasted transactions, (in dollars)				$ 51,376	$ 52,711	$ 44,228	248,986	312,533	219,800

XML

CONSOLIDATED BALANCE SHEETS In Thousands, unless otherwise specified	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2010 CAD	Dec. 31, 2009 USD ($)	Dec. 31, 2008 USD ($)
Current assets:
Cash and cash equivalents	$ 106,609	$ 60,651	$ 28,258	$ 45,497		$ 49,850	$ 37,327
Restricted cash	27,761	21,412		15,744
Accounts receivable	59,501	79,008		19,362
Note receivable - related party				22,781
Current portion of derivative instruments asset	10,610	10,411		8,865
Inventory	18,214	18,628		5,498
Prepayments and other	23,647	7,615		2,982
Refundable income taxes	2,301	3,042		1,593
Total current assets	248,643	200,767		122,322
Property, plant, and equipment, net	1,549,626	1,388,254	284,018	271,830
Transmission system rights	178,319	180,282		188,134
Equity investments in unconsolidated affiliates	477,098	474,351		294,805
Other intangible assets, net	597,633	584,274		88,462
Goodwill	343,586	343,586		12,453		8,918
Derivative instruments asset	16,589	22,003		17,884
Other assets	64,216	54,910		17,122
Total assets	3,475,710	3,248,427	1,007,801	1,013,012		869,576
Current Liabilities:
Accounts payable	20,561	18,122		8,608
Accrued interest	33,534	19,916		3,975
Other accrued liabilities	41,456	43,968		11,025
Revolving credit facility	72,800	58,000
Current portion of long-term debt	246,520	20,958		21,587
Current portion of derivative instruments liability	50,030	20,592		10,009
Dividends payable	10,921	10,733		6,154
Other current liabilities	1,278	165		5
Total current liabilities	477,100	192,454		61,363
Long-term debt	1,364,685	1,404,900		244,299
Convertible debentures	193,269	189,563		220,616	219,425	146,250
Derivative instruments liability	109,873	33,170		21,543
Deferred income taxes	165,413	182,925		29,439
Power purchase and fuel supply agreement liabilities, net	46,811	71,775
Other non-current liabilities	60,022	57,859		2,376
Commitments and contingencies
Total liabilities	2,417,173	2,132,646		579,636
Equity
Common shares, no par value, unlimited authorized shares; 113,526,182 and 67,118,154 issued and outstanding at December 31, 2011 and 2010, respectively	1,217,893	1,217,265		626,108
Preferred shares issued by a subsidiary company	221,304	221,304
Accumulated other comprehensive income (loss)	12,216	(5,193)		255		(859)
Retained deficit	(395,743)	(320,622)		(196,494)
Total Atlantic Power Corporation shareholders' equity	1,055,670	1,112,754		429,869
Noncontrolling interest	2,867	3,027		3,507
Total equity	1,058,537	1,115,781		433,376		414,117	151,626
Total liabilities and equity	$ 3,475,710	$ 3,248,427		$ 1,013,012

XML

Income taxes (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Income taxes

Schedule of components of income tax expenses (benefit)

	Three months ended March 31,
	2012			2011
Current income tax expense (benefit)	$	1,385		$	(488	)
Deferred tax expense (benefit)		(17,676	)		2,011
Total income tax expense (benefit)	$	(16,291	)	$	1,523

	2011			2010		2009
Current income tax expense (benefit)	$	1,584		$	960	$	(9,257	)
Deferred tax expense (benefit)		(9,908	)		17,964		(6,436	)
Total income tax expense (benefit)	$	(8,324	)	$	18,924	$	(15,693	)

Schedule of reconciliation of income taxes calculated at the Canadian enacted statutory rate to the provision for income taxes in the consolidated statements of operations

	2011			2010		2009
Computed income taxes at Canadian statutory rate	$	(11,651	)	$	4,295	$	(16,254	)
Increases (decreases) resulting from:
Operating countries with different income tax rates		(5,636	)		1,537		(5,418	)
	$	(17,287	)	$	5,832	$	(21,672	)
Valuation allowance		9,373			12,289		22,005
		(7,914	)		18,121		333
Dividend withholding tax		371			765		—
Foreign exchange		(113	)		—		—
Permanent differences		(1,479	)		—		(1,131	)
Canadian loss carryforwards		—			—		(13,204	)
Non-deductible acquisition costs		4,287			—		—
Non-deductible interest expense		2,134			—		—
Federal grant		(6,573	)		—		—
Prior year true-up		2,246			—		(1,970	)
Other		(1,283	)		38		279
		(410	)		803		(16,026	)
	$	(8,324	)	$	18,924	$	(15,693	)

Schedule of significant portions of the deferred tax assets and deferred tax liabilities

	2011			2010
Deferred tax assets:
Intangible assets	$	—		$	37,488
Loss carryforwards		122,472			58,702
Other accrued liabilities		28,059			18,869
Issuance costs		6,532			2,312
Disallowed interest carryforward		9,189			—
Unrealized foreign exchange gain		441			—
Other		—			130
Total deferred tax assets		166,693			117,501
Valuations allowance		(89,020	)		(79,420	)
		77,673			38,081
Deferred tax liabilities:
Intangible assets		(121,055	)		—
Property, plant and equipment		(133,689	)		(66,535	)
Natural gas and interest rate hedges		—			(170	)
Derivative contracts		(4,752	)		—
Unrealized foreign exchange gain		—			(815	)
Other long-term investments		(921	)		—
Other		(181	)		—
Total deferred tax liabilities		(260,598	)		(67,520	)
Net deferred tax liability	$	(182,925	)	$	(29,439	)

Summary of the net deferred tax position

	2011			2010
Long-term deferred tax liabilities, net		(182,925	)		(29,439	)
Net deferred tax liabilities	$	(182,925	)	$	(29,439	)

Schedule of amounts of net operating loss carryforwards and their expiration years

2022	$	4,245
2023		9,320
2024		8,504
2025		243
2026		5,865
2027		70,447
2028		103,477
2029		79,911
2030		25,941
2031		44,922
	$	352,875

XML

Consolidating Financial Information (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash flows from operating activities:
Net loss	$ (39,214)	$ 5,982	$ (35,641)	$ (3,855)	$ (38,486)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	36,468	10,879	63,638	40,387	41,374
Long-term incentive plan expense	1,081	825	3,167	4,497
Earnings from unconsolidated affiliates			(6,356)
Distributions from unconsolidated affiliates	249	1,450	21,889	16,843	27,884
Unrealized foreign exchange loss	12,916	1,878	8,636	5,611	24,370
Change in fair value of derivative instruments	58,122	(3,561)	22,776	14,047	6,813
Change in deferred income taxes			(9,908)
Change in other operating balances
Accounts receivable	19,507	(419)	(15,563)	1,729	10,520
Prepayments, refundable income taxes and other assets			1,653
Accounts payable and accrued liabilities	10,574	1,937	4,931	(6,551)	2,959
Other liabilities	1,546	500	(3,287)	2,468	(84)
Net cash provided by operating activities	66,492	20,347	55,935	86,953	50,449
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired			(591,583)	(78,180)	(3,068)
Short-term loan to Idaho Wind			22,781
Change in restricted cash	(6,349)	(7,524)	(5,668)	945	575
Biomass development costs	(123)	(308)	(931)	(2,286)
Proceeds from sale of assets			8,500	2,000	29,467
Purchase of property, plant and equipment	(716)	(338)	(115,107)	(46,695)	(2,016)
Net cash (used in) provided by investing activities	(170,615)	(18,115)	(682,008)	(146,997)	24,958
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt			460,000
Proceeds from project level debt	184,216	2,781	100,794		78,330
Proceeds from issuance of equity, net of offering costs			155,424	72,767
Proceeds from issuance of convertible debenture, net of offering costs				74,575
Deferred financing costs	(10,179)		(26,373)	(7,941)
Repayment of project-level debt	(2,725)	(3,400)	(21,589)	(18,882)	(12,744)
Proceeds from revolving credit facility borrowings	22,800		58,000	20,000
Dividends paid	(36,031)	(18,852)	(85,029)	(65,028)	(24,955)
Net cash provided by (used in) financing activities	150,081	(19,471)	641,227	55,691	(62,884)
Net (decrease) increase in cash and cash equivalents	45,958	(17,239)	15,154	(4,353)	12,523
Cash and cash equivalents at beginning of year	60,651	45,497	45,497	49,850	37,327
Cash and cash equivalents at end of year	106,609	28,258	60,651	45,497	49,850
Guarantor Subsidiaries
Cash flows from operating activities:
Net loss	(37,593)		(44,628)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	32,705		60,999
Long-term incentive plan expense			3,167
Earnings from unconsolidated affiliates			(6,356)
Distributions from unconsolidated affiliates			13,552
Unrealized foreign exchange loss			4,105
Change in fair value of derivative instruments	58,122		(22,776)
Change in deferred income taxes			(9,908)
Change in other operating balances
Accounts receivable			23,952
Prepayments, refundable income taxes and other assets			1,783
Accounts payable and accrued liabilities			(46,561)
Other liabilities			(1,918)
Net cash provided by operating activities	30,019		20,963
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired	198		12,143
Short-term loan to Idaho Wind			21,465
Change in restricted cash	(6,349)		(5,668)
Biomass development costs	(123)		(931)
Proceeds from sale of assets			8,500
Purchase of property, plant and equipment			(115,047)
Net cash (used in) provided by investing activities	(170,400)		(79,538)
Cash flows (used in) provided by financing activities:
Proceeds from project level debt	184,216		100,794
Deferred financing costs	(10,179)
Repayment of project-level debt	(2,725)		(21,589)
Proceeds from revolving credit facility borrowings	22,800		8,000
Dividends paid	(3,274)		(3,247)
Net cash provided by (used in) financing activities	182,838		83,958
Net (decrease) increase in cash and cash equivalents	42,457		25,383
Cash and cash equivalents at beginning of year	58,370	32,987	32,987
Cash and cash equivalents at end of year	100,827		58,370
Curtis Palmer
Cash flows from operating activities:
Net loss	2,510		3,608
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	3,763		2,639
Change in other operating balances
Accounts receivable			(8,880)
Prepayments, refundable income taxes and other assets			583
Accounts payable and accrued liabilities			2,095
Net cash provided by operating activities	(46)		45
Cash flows (used in) provided by investing activities:
Purchase of property, plant and equipment			(60)
Net cash (used in) provided by investing activities	(17)		(60)
Cash flows (used in) provided by financing activities:
Net (decrease) increase in cash and cash equivalents	(63)		(15)
Cash and cash equivalents at beginning of year	(15)
Cash and cash equivalents at end of year	(78)		(15)
APC
Cash flows from operating activities:
Net loss	(3,908)		5,379
Adjustments to reconcile to net cash provided by operating activities:
Distributions from unconsolidated affiliates			8,337
Unrealized foreign exchange loss			4,531
Change in other operating balances
Accounts receivable			298
Prepayments, refundable income taxes and other assets			(713)
Accounts payable and accrued liabilities			18,464
Other liabilities			(1,369)
Net cash provided by operating activities	36,519		34,927
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired	(198)		(603,726)
Short-term loan to Idaho Wind			1,316
Net cash (used in) provided by investing activities	(198)		(602,410)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt			460,000
Proceeds from issuance of equity, net of offering costs			155,424
Deferred financing costs			(26,373)
Proceeds from revolving credit facility borrowings			50,000
Dividends paid	(32,757)		(81,782)
Net cash provided by (used in) financing activities	(32,757)		557,269
Net (decrease) increase in cash and cash equivalents	3,564		(10,214)
Cash and cash equivalents at beginning of year	2,296	12,510	12,510
Cash and cash equivalents at end of year	5,860		2,296
Eliminations
Cash flows from operating activities:
Net loss	(223)		(1,369)
Change in other operating balances
Accounts receivable			(30,933)
Accounts payable and accrued liabilities			$ 30,933

XML

Accounting for derivative instruments and hedging activities (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair value of derivative instruments
Derivative Assets	$ 27,199	$ 32,854	$ 26,749
Derivative Liabilities	159,903	54,202	31,552
Derivative instruments designated as cash flow hedges
Fair value of derivative instruments
Derivative Liabilities	6,374	6,878	4,750
Derivative instruments designated as cash flow hedges | Interest rate swaps | Current
Fair value of derivative instruments
Derivative Liabilities	1,747	1,561	2,124
Derivative instruments designated as cash flow hedges | Interest rate swaps | Long-term
Fair value of derivative instruments
Derivative Liabilities	4,627	5,317	2,626
Derivative instruments not designated as cash flow hedges
Fair value of derivative instruments
Derivative Assets	27,199	32,854	26,749
Derivative Liabilities	153,529	47,324	26,802
Derivative instruments not designated as cash flow hedges | Interest rate swaps | Current
Fair value of derivative instruments
Derivative Liabilities	2,755	2,587	1,286
Derivative instruments not designated as cash flow hedges | Interest rate swaps | Long-term
Fair value of derivative instruments
Derivative Assets			3,299
Derivative Liabilities	7,919	9,637	2,000
Derivative instruments not designated as cash flow hedges | Gas purchase agreements | Current
Fair value of derivative instruments
Derivative Liabilities	28,960
Derivative instruments not designated as cash flow hedges | Gas purchase agreements | Long-term
Fair value of derivative instruments
Derivative Liabilities	77,351
Derivative instruments not designated as cash flow hedges | Natural gas swaps | Current
Fair value of derivative instruments
Derivative Liabilities	16,706	16,439	6,599
Derivative instruments not designated as cash flow hedges | Natural gas swaps | Long-term
Fair value of derivative instruments
Derivative Liabilities	19,838	18,216	16,917
Derivative instruments not designated as cash flow hedges | Foreign currency forward contracts | Current
Fair value of derivative instruments
Derivative Assets	10,610	10,630	8,865
Derivative Liabilities		224
Derivative instruments not designated as cash flow hedges | Foreign currency forward contracts | Long-term
Fair value of derivative instruments
Derivative Assets	16,589	22,224	14,585
Derivative Liabilities		$ 221

XML

Segment and geographic information

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Segment and geographic information

Segment and geographic information

11. Segment and geographic information

        We revised our reportable business segments during the fourth quarter of 2011 subsequent to our acquisition of the Partnership. The new operating segments are Northeast, Northwest, Southeast, Southwest and Un-allocated Corporate. Financial results for the three months ended March 31, 2012 and 2011 have been presented to reflect the change in operating segments. We revised our segments to align with changes in management's resource allocation and assessment of performance. These changes reflect our current operating focus. The segment classified as Un-allocated Corporate includes activities that support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the operating segments when determining segment profit or loss.

        We analyze the performance of our operating segments based on Project Adjusted EBITDA which is defined as project income plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. We use Project Adjusted EBITDA to provide comparative information about project performance without considering how projects are capitalized or whether they contain derivative contracts that are required to be recorded at fair value. A reconciliation of project income to Project Adjusted EBITDA is included in the tables below.

	Northeast			Southeast		Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2012:
Operating revenues	$	66,926		$	41,751	$	15,300	$	42,696	$	937		$	167,610
Segment assets		1,198,652			431,046		825,138		940,675		80,199			3,475,710
Project Adjusted EBITDA	$	42,398		$	21,674	$	13,439	$	18,764	$	(3,424	)	$	92,851
Change in fair value of derivative instruments		58,016			406		—		—		—			58,422
Depreciation and amortization		17,447			9,372		10,426		12,657		43			49,945
Interest, net		4,738			169		1,096		2,808		57			8,868
Other project (income) expense		242			14		7		82		(79	)		266
Project (loss) income		(38,045	)		11,713		1,910		3,217		(3,445	)		(24,650	)
Administration		—			—		—		—		7,833			7,833
Interest, net		—			—		—		—		22,036			22,036
Foreign exchange loss		—			—		—		—		986			986
Loss from operations before income taxes		(38,045	)		11,713		1,910		3,217		(34,300	)		(55,505	)
Income tax expense (benefit)		—			—		—		—		(16,291	)		(16,291	)
Net income (loss)	$	(38,045	)	$	11,713	$	1,910	$	3,217	$	(18,009	)	$	(39,214	)

	Northeast			Southeast			Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2011:
Operating revenues	$	4,547		$	41,426		$	—	$	7,644	$	48		$	53,665
Segment assets		288,774			360,763			47,156		226,542		84,566			1,007,801
Project Adjusted EBITDA	$	7,488		$	19,588		$	866	$	8,501	$	(450	)	$	35,993
Change in fair value of derivative instruments		490			(3,274	)		—		—		—			(2,784	)
Depreciation and amortization		4,596			9,434			439		2,961		7			17,437
Interest, net		2,434			309			370		3,089		38			6,240
Other project (income) expense		200			31			—		—		—			231
Project income		(232	)		13,088			57		2,451		(495	)		14,869
Administration		—			—			—		—		4,054			4,054
Interest, net		—			—			—		—		3,968			3,968
Foreign exchange loss		—			—			—		—		(658	)		(658	)
Income from operations before income taxes		(232	)		13,088			57		2,451		(7,859	)		7,505
Income tax expense		—			—			—		—		1,523			1,523
Net income (loss)	$	(232	)	$	13,088		$	57	$	2,451	$	(9,382	)	$	5,982

        The table below provides information, by country, about our consolidated operations for the three months ended March 31, 2012 and 2011. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located.

	Revenue				Property, Plant and Equipment, net
	2012		2011		2012		2011
United States	$	104,325	$	53,665	$	972,213	$	284,018
Canada		63,285		—		577,413		—
Total	$	167,610	$	53,665	$	1,549,626	$	284,018

        Progress Energy Florida ("PEF") and the Ontario Electricity Financial Corp ("OEFC") provided 40.1% and 28.5%, respectively, of total consolidated revenues for the three months ended March 31, 2012. PEF and the California Independent System Operator ("CAISO") provided 71.7% and 14.2%, respectively, of total consolidated revenues for the three months ended March 31, 2011. PEF purchases electricity from the Auburndale and Lake projects in the Southeast segment, OEFC purchases electricity from the Calstock, Kapuskasing, Nipigon, North Bay and Tunis projects in the Northeast segment and the CAISO makes payments to Path 15 in the Southwest segment.

19. Segment and geographic information

        We revised our reportable business segments during the fourth quarter of 2011subsequent to our acquisition of the Partnership. The new operating segments are Northeast, Northwest, Southeast and Southwest. Financial results for the years ended December 31, 2010 and 2009 have been presented to reflect the change in operating segments. We revised our segments to align with changes in management's resource allocation and assessment of performance. These changes reflect our current operating focus. The segment classified as Un-allocated Corporate includes activities that support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the operating segments when determining segment profit or loss.

        We analyze the performance of our operating segments based on Project Adjusted EBITDA which is defined as project income plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. We use Project Adjusted EBITDA to provide comparative information about project performance without considering how projects are capitalized or whether they contain derivative contracts that are required to be recorded at fair value. A reconciliation of project income to Project Adjusted EBITDA is included in the table below.

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2011:
Operating revenues	$	58,201	$	160,911	$	8,982		$	55,501	$	1,300		$	284,895
Segment assets		1,153,627		428,996		798,475			743,574		123,755			3,248,427
Goodwill		135,268		—		138,263			66,520		3,535			343,586
Capital expenditures		965		113,826		65			169		82			115,107
Project Adjusted EBITDA	$	59,299	$	79,445	$	11,363		$	37,717	$	(2,546	)	$	185,278
Change in fair value of derivative instruments		3,624		22,031		—			—		(321	)		25,334
Depreciation and amortization		30,818		37,627		9,554			17,495		70			95,564
Interest, net		11,512		1,022		2,877			12,538		41			27,990
Other project (income) expense		2,406		67		(206	)		26		118			2,411
Project income		10,939		18,698		(862	)		7,658		(2,454	)		33,979
Administration		—		—		—			—		38,108			38,108
Interest, net		—		—		—			—		25,998			25,998
Foreign exchange loss		—		—		—			—		13,838			13,838
Loss from operations before income taxes		10,939		18,698		(862	)		7,658		(80,398	)		(43,965	)
Income tax expense (benefit)		—		—		—			—		(8,324	)		(8,324	)
Net income (loss)	$	10,939	$	18,698	$	(862	)	$	7,658	$	(72,074	)	$	(35,641	)

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2010:
Operating revenues	$	596	$	163,205	$	—		$	30,318	$	1,137		$	195,256
Segment assets		285,711		342,608		47,687			222,437		114,569			1,013,012
Goodwill		—		—		—			8,918		3,535			12,453
Capital expenditures		123		46,397		—			—		175			46,695
Project Adjusted EBITDA	$	36,030	$	78,245	$	736		$	37,867	$	(294	)	$	152,584
Change in fair value of derivative instruments		3,470		14,173		—			—		—			17,643
Depreciation and amortization		15,653		37,630		364			12,100		44			65,791
Interest, net		8,321		1,611		(1	)		13,700		(3	)		23,628
Other project (income) expense		1,592		135		47			2,080		(211	)		3,643
Project income		6,994		24,696		326			9,987		(124	)		41,879
Administration		—		—		—			—		16,149			16,149
Interest, net		—		—		—			—		11,701			11,701
Foreign exchange gain		—		—		—			—		(1,014	)		(1,014	)
Other income, net		—		—		—			—		(26	)		(26	)
Income from operations before income taxes		6,994		24,696		326			9,987		(26,934	)		15,069
Income tax expense (benefit)		—		—		—			—		18,924			18,924
Net income (loss)	$	6,994	$	24,696	$	326		$	9,987	$	(45,858	)	$	(3,855	)

	Northeast			Southeast			Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2009:
Operating revenues	$	—		$	148,517		$	—		$	31,000	$	—		$	179,517
Segment assets		199,959			327,844			7,003			232,179		102,591			869,576
Goodwill		—			—			—			8,918		—			8,918
Capital expenditures		—			1,954			—			—		62			2,016
Project Adjusted EBITDA	$	32,435		$	75,265		$	822		$	35,891	$	(234	)	$	144,179
Change in fair value of derivative instruments		(1,569	)		6,616			—			—		—			5,047
Depreciation and amortization		14,286			41,014			365			11,964		14			67,643
Interest, net		10,450			6,084			(1	)		14,960		18			31,511
Other project (income) expense		6,672			(15,788	)		—			679		—			(8,437	)
Project income		2,596			37,339			458			8,288		(266	)		48,415
Administration		—			—			—			—		26,028			26,028
Interest, net		—			—			—			—		55,698			55,698
Foreign exchange loss		—			—			—			—		20,506			20,506
Other expense, net		—			—			—			—		362			362
Loss from operations before income taxes		2,596			37,339			458			8,288		(102,860	)		(54,179	)
Income tax expense (benefit)		—			—			—			—		(15,693	)		(15,693	)
Net income (loss)	$	2,596		$	37,339		$	458		$	8,288	$	(87,167	)	$	(38,486	)

        The table below provides information, by country, about our consolidated operations for each of the years ended December 31, 2011, 2010 and 2009 and as of December 31, 2011 and 2010, respectively. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located.

	Revenue						Property, Plant & Equipment, net
	2011		2010		2009		2011		2010
United States	$	249,109	$	195,256	$	179,517	$	816,744	$	271,830
Canada		35,786		—		—		571,510		—
Total	$	284,895	$	195,256	$	179,517	$	1,388,254	$	271,830

        Progress Energy Florida ("PEF") and the California Independent System Operator ("CAISO") provide for 52.0% and 10.6%, respectively, of total consolidated revenues for the year ended December 31, 2011, 78.0% and 15.9%, respectively, of total consolidated revenues for the year ended December 31, 2010 and 71.1% and 17.3%, respectively, of total consolidated revenues for the year ended December 31, 2009. PEF purchases electricity from the Auburndale and Lake projects in the Southeast segment, and the CAISO makes payments to Path 15 in the Southwest segment.

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Unrealized loss on hedging activities, tax	$ 251	$ (1,518)	$ (1,518)
Defined benefit plan, tax	$ 264

XML

Consolidating Financial Information (Details 2) In Thousands, unless otherwise specified	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2010 CAD	Dec. 31, 2009 USD ($)	Dec. 31, 2008 USD ($)	Mar. 31, 2012 Guarantor Subsidiaries USD ($)	Dec. 31, 2011 Guarantor Subsidiaries USD ($)	Dec. 31, 2010 Guarantor Subsidiaries USD ($)	Mar. 31, 2012 Curtis Palmer USD ($)	Dec. 31, 2011 Curtis Palmer USD ($)	Mar. 31, 2012 APC USD ($)	Dec. 31, 2011 APC USD ($)	Dec. 31, 2010 APC USD ($)	Mar. 31, 2012 Eliminations USD ($)	Dec. 31, 2011 Eliminations USD ($)
Current assets:
Cash and cash equivalents	$ 106,609	$ 60,651	$ 28,258	$ 45,497		$ 49,850	$ 37,327	$ 100,827	$ 58,370	$ 32,987	$ (78)	$ (15)	$ 5,860	$ 2,296	$ 12,510
Restricted cash	27,761	21,412		15,744				27,761	21,412
Accounts receivable	59,501	79,008		19,362				89,392	93,855		17,477	13,637	2,996	12,088		(50,364)	(40,572)
Current portion of derivative instruments asset	10,610	10,411		8,865					3,519					6,892
Prepayments, supplies, and other	41,861	26,243						39,555	24,436		1,167	1,225	1,139	582
Refundable income taxes	2,301	3,042		1,593					3,012					30
Total current assets	248,643	200,767		122,322				261,590	204,604		18,566	14,847	18,851	21,888		(50,364)	(40,572)
Property, plant, and equipment, net	1,549,626	1,388,254	284,018	271,830				1,375,605	1,213,080		175,087	176,017				(1,066)	(843)
Transmission system rights	178,319	180,282		188,134				178,319	180,282
Equity investments in unconsolidated affiliates	477,098	474,351		294,805				5,053,320	5,109,196				865,104	870,279		(5,441,326)	(5,505,124)
Other intangible assets, net	597,633	584,274		88,462				582,491	415,454		166,067	168,820				(150,925)
Goodwill	343,586	343,586		12,453		8,918		285,358	285,358		58,228	58,228
Derivative instruments asset	16,589	22,003		17,884					15,490					6,513
Other assets	64,216	54,910		17,122					463,110					433,035			(841,235)
Total assets	3,475,710	3,248,427	1,007,801	1,013,012		869,576		8,220,084	7,886,574		417,948	417,912	1,322,594	1,331,715		(6,484,916)	(6,387,774)
Current Liabilities:
Accounts payable and accrued liabilities	93,004	80,298						99,992	97,129		4,704	7,241	38,672	16,500		(50,364)	(40,572)
Revolving credit facility	72,800	58,000						22,800	8,000				50,000	50,000
Current portion of long-term debt	246,520	20,958		21,587				246,520	20,958
Current portion of derivative instruments liability	50,030	20,592		10,009					20,592
Interest payable on convertible debentures		1,708												1,708
Dividends payable	10,921	10,733		6,154					36					10,697
Other current liabilities	1,278	165		5					165
Total current liabilities	477,100	192,454		61,363				420,620	146,880		4,704	7,241	102,140	78,905		(50,364)	(40,572)
Long-term debt	1,364,685	1,404,900		244,299				714,685	754,900		190,000	190,000	460,000	460,000
Convertible debentures	193,269	189,563		220,616	219,425	146,250							193,269	189,563
Derivative instruments liability	109,873	33,170		21,543					33,170
Deferred income taxes	165,413	182,925		29,439					182,925
Other non-current liabilities	382,119	129,634						1,214,271	961,899		8,135	8,072	948	898		(841,235)	(841,235)
Equity
Preferred shares issued by a subsidiary company	221,304	221,304						221,304	221,304
Common shares	1,217,893	1,217,265		626,108				5,094,502	5,156,644		208,991	208,991	1,217,893	1,217,265		(5,303,493)	(5,365,635)
Accumulated other comprehensive income (loss)	12,216	(5,193)		255		(859)		12,216	(5,193)
Retained deficit	(395,743)	(320,622)		(196,494)				539,619	431,018		6,118	3,608	(651,656)	(614,916)		(289,824)	(140,332)
Total Atlantic Power Corporation shareholders' equity	1,055,670	1,112,754		429,869				5,867,641	5,803,773		215,109	212,599	566,237	602,349		(5,593,317)	(5,505,967)
Noncontrolling interest	2,867	3,027		3,507				2,867	3,027
Total equity	1,058,537	1,115,781		433,376		414,117	151,626	5,870,508	5,806,800		215,109	212,599	566,237	602,349		(5,593,317)	(5,505,967)
Total liabilities and equity	$ 3,475,710	$ 3,248,427		$ 1,013,012				$ 8,220,084	$ 7,886,574		$ 417,948	$ 417,912	$ 1,322,594	$ 1,331,715		$ (6,484,916)	$ (6,387,774)

XML

Income taxes (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income taxes
Computed income taxes at Canadian statutory rate	$ 16,300,000		$ (11,651,000)	$ 4,295,000	$ (16,254,000)
Canadian enacted statutory rate (as a percent)	25.00%		26.50%	28.50%	30.00%
Income tax reconciliation, adjustment for taxable losses in higher state and local tax jurisdictions	(13,900,000)
Components of income tax expenses (benefit)
Current income tax expense (benefit)	1,385,000	(488,000)	1,584,000	960,000	(9,257,000)
Deferred tax expense (benefit)	(17,676,000)	2,011,000	(9,908,000)	17,964,000	(6,436,000)
Total income tax expense (benefit)	(16,291,000)	1,523,000	(8,324,000)	18,924,000	(15,693,000)
Deferred tax assets:
Valuations allowance	$ 97,400,000		$ 89,020,000	$ 79,420,000

XML

Basic and diluted earnings (loss) per share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Numerator:
Net income (loss) attributable to Atlantic Power Corporation	$ (42,292)				$ 6,136
Denominator:
Weighted average basic shares outstanding	113,578				67,654
Dilutive potential shares:
Convertible debentures (in shares)	13,252				14,809					13,962	12,339	5,095
LTIP notional units (in shares)	478				517					438	542	476
Potentially dilutive shares	113,578				68,171
Diluted EPS (in dollars per share)	$ (0.37)	$ (0.26)	$ (0.40)	$ 0.18	$ 0.09	$ 0.02	$ (0.01)	$ 0.02	$ (0.10)	$ (0.50)	$ (0.06)	$ (0.63)

XML

Equity method investments (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Assets
Total assets			$ 700,680	$ 546,219	$ 472,351
Liabilities
Total liabilities			226,329	251,414	213,121
Operating results
Revenue	53,328	46,415	195,813	197,723	211,419
Project expenses	45,492	42,543	174,459	167,867	188,148
Project other income (expense)	(4,889)	(2,561)	(14,998)	(16,079)	(14,757)
Project income (loss)	2,947	1,311	6,356	13,777	8,514
Chambers
Assets
Current assets			9,937	11,391	10,356
Non-Current assets			245,842	253,388	259,989
Liabilities
Current liabilities			16,016	15,914	16,898
Non-Current liabilities			95,966	109,010	123,946
Operating results
Revenue	13,227	13,269	49,336	55,469	50,745
Project expenses	9,753	9,380	39,358	38,377	40,540
Project other income (expense)	(1,193)	(427)	(2,239)	(3,948)	(3,606)
Project income (loss)	2,281	3,462	7,739	13,144	6,599
Mid-Georgia
Operating results
Revenue					6,521
Project expenses					6,519
Project other income (expense)					(2,688)
Project income (loss)					(2,686)
Badger Creek
Assets
Current assets			766	2,714	2,567
Non-Current assets			6,011	6,645	9,177
Liabilities
Current liabilities			300	1,520	1,795
Operating results
Revenue	1,179	3,316	6,546	13,485	12,861
Project expenses	1,137	2,983	6,526	11,723	10,897
Project other income (expense)	(4)		(24)	(1,013)	(16)
Project income (loss)	38	333	(4)	749	1,948
Gregory
Assets
Current assets			3,933	3,063	11,358
Non-Current assets			16,092	19,490	12,351
Liabilities
Current liabilities			3,132	3,421	4,118
Non-Current liabilities			13,373	15,470	16,660
Operating results
Revenue	4,315	7,181	28,474	31,291	28,477
Project expenses	5,780	6,630	27,440	27,324	24,893
Project other income (expense)	(83)	(38)	(510)	(1,805)	(1,793)
Project income (loss)	(1,548)	513	524	2,162	1,791
Orlando
Assets
Current assets			6,892	6,965	6,725
Non-Current assets			23,805	29,419	34,975
Liabilities
Current liabilities			4,742	4,841	5,313
Operating results
Revenue	10,812	9,926	40,345	42,062	41,911
Project expenses	10,093	9,463	39,414	39,898	38,694
Project other income (expense)	(14)	(30)	(68)	(133)	(65)
Project income (loss)	705	433	863	2,031	3,152
Selkirk
Assets
Current assets			15,852	11,782	9,431
Non-Current assets			47,737	65,036	78,748
Liabilities
Current liabilities			14,743	17,371	13,495
Non-Current liabilities			1,489	5,872	17,654
Operating results
Revenue	12,062	10,902	54,613	51,915	47,577
Project expenses	10,335	12,659	49,595	48,496	44,045
Project other income (expense)	(65)	(1,636)	(5,424)	(6,873)	(3,812)
Project income (loss)	1,662	(3,393)	(406)	(3,454)	(280)
Other
Assets
Current assets			10,671	7,563	2,043
Non-Current assets			313,142	128,763	34,631
Liabilities
Current liabilities			10,980	76,910	1,704
Non-Current liabilities			65,588	1,085	11,538
Operating results
Revenue	11,733	1,821	16,499	3,501	23,327
Project expenses	8,394	1,428	12,126	2,049	22,560
Project other income (expense)	(3,530)	(430)	(6,733)	(2,307)	(2,777)
Project income (loss)	$ (191)	$ (37)	$ (2,360)	$ (855)	$ (2,010)

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical)	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED BALANCE SHEETS
Common shares, issued shares	113,680,643	113,526,182	67,118,154
Common shares, outstanding shares	113,680,643	113,526,182	67,118,154

XML

Acquisitions and divestments (Tables)

12 Months Ended

Dec. 31, 2011

Partnership

Acquisition and divestments

Schedule of allocation of the purchase price

Fair value of consideration transferred:
Cash	$	601,766
Equity		407,424
Total purchase price	$	1,009,190
Preliminary purchase price allocation
Working capital	$	37,951
Property, plant and equipment		1,024,015
Intangibles		528,531
Other long-term assets		224,295
Long-term debt		(621,551	)
Other long-term liabilities		(129,341	)
Deferred tax liability		(164,539	)
Total identifiable net assets		899,361
Preferred shares		(221,304	)
Goodwill		331,133
Total purchase price		1,009,190
Less cash acquired		(22,683	)
Cash paid, net of cash acquired	$	986,507

Schedule of pro forma results of operations

	Unaudited
	Years ended December 31,
	2011			2010
Total project revenue	$	694,162		$	669,985
Net income (loss) attributable to Atlantic Power Corporation		(95,772	)		(2,462	)
Net income (loss) per share attributable to Atlantic Power Corporation shareholders:
Basic	$	(0.85	)	$	(0.02	)
Diluted	$	(0.85	)	$	(0.02	)

Cadillac

Acquisition and divestments

Schedule of allocation of the purchase price

Recognized amounts of identifiable assets acquired and liabilities assumed:
Working capital	$	5,643
Property, plant and equipment		42,101
Power purchase agreements		36,420
Interest rate swap derivative		(4,038	)
Project-level debt		(43,131	)
Total purchase price		36,995
Less cash acquired		(1,870	)
Cash paid, net of cash acquired	$	35,125

Rollcast Energy, Inc.

Acquisition and divestments

Schedule of allocation of the purchase price

Fair value of consideration transferred:
Cash	$	1,200
Other items to be allocated to identifiable assets acquired and liabilities assumed:
Fair value of our investment in Rollcast at the acquisition date		2,758
Fair value of noncontrolling interest in Rollcast		3,410
Gain recognized on the step acquisition		211
Total	$	7,579
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	1,524
Property, plant and equipment		130
Prepaid expenses and other assets		133
Capitalized development costs		2,705
Trade and other payables		(448	)
Total identifiable net assets		4,044
Goodwill		3,535
	$	7,579

XML

Condensed consolidating financial information (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Project revenue:
Total project revenue	$ 167,610	$ 53,665
Project expenses:
Fuel	62,099	17,068	93,993	65,553	59,522
Project operations and maintenance	31,500	11,072	56,832	31,237	28,153
Depreciation and amortization	36,468	10,879	63,638	40,387	41,374
Total project expenses	130,067	39,019	214,463	137,177	129,049
Project other income (expense):
Change in fair value of derivative instruments	(58,122)	3,561	(22,776)	(14,047)	(6,813)
Earnings (loss) of unconsolidated affiliates	2,947	1,311	6,356	13,777	8,514
Interest expense, net	(7,033)	(4,647)	(20,053)	(17,660)	(18,800)
Other income (expense), net	15	(2)	20	219	1,266
Total project other income (expense)	(62,193)	223	(36,453)	(16,200)	(2,053)
Project income	(24,650)	14,869
Administrative and other expenses (income):
Administration expense	7,833	4,054	38,108	16,149	26,028
Interest, net	22,036	3,968	25,998	11,701	55,698
Foreign exchange loss	986	(658)	13,838	(1,014)	20,506
Total administrative and other expenses (income)	30,855	7,364	77,944	26,810	102,594
Income (loss) from operations before income taxes	(55,505)	7,505	(43,965)	15,069	(54,179)
Income tax expense (benefit)	(16,291)	1,523	(8,324)	18,924	(15,693)
Net loss	(39,214)	5,982	(35,641)	(3,855)	(38,486)
Net loss attributable to noncontrolling interest	(161)	(154)	(480)	(103)
Net income attributable to Preferred share dividends of a subsidiary company	3,239		3,247
Net (loss) income attributable to Atlantic Power Corporation	(42,292)	6,136
Guarantor Subsidiaries
Project revenue:
Total project revenue	124,871
Project expenses:
Fuel	62,099		93,993
Project operations and maintenance	30,067		55,334
Depreciation and amortization	32,705		60,999
Total project expenses	124,871		210,326
Project other income (expense):
Change in fair value of derivative instruments	(58,122)		22,776
Earnings (loss) of unconsolidated affiliates	2,947		(5,989)
Interest expense, net	(4,325)		(16,694)
Other income (expense), net	15		20
Total project other income (expense)	(59,485)		(33,461)
Project income	(27,238)
Administrative and other expenses (income):
Administration expense	5,134		12,636
Interest, net	20,379		67,666
Foreign exchange loss	1,133		4,057
Total administrative and other expenses (income)	26,646		84,359
Income (loss) from operations before income taxes	(53,884)		(51,825)
Income tax expense (benefit)	(16,291)		(8,566)
Net loss	(37,593)		(44,628)
Net loss attributable to noncontrolling interest	(161)		(480)
Net income attributable to Preferred share dividends of a subsidiary company	3,239		3,247
Net (loss) income attributable to Atlantic Power Corporation	(40,671)
Curtis Palmer
Project revenue:
Total project revenue	5,399
Project expenses:
Project operations and maintenance	1,636		851
Depreciation and amortization	3,763		2,639
Total project expenses	5,399		3,490
Project other income (expense):
Interest expense, net	(2,708)		(1,911)
Total project other income (expense)	(2,708)		(1,911)
Project income	2,510
Administrative and other expenses (income):
Income (loss) from operations before income taxes	2,510		3,608
Net loss	2,510		3,608
Net (loss) income attributable to Atlantic Power Corporation	2,510
Atlantic Power
Project revenue:
Total project revenue	(128)
Project expenses:
Project operations and maintenance	(128)		922
Total project expenses	(128)		922
Project other income (expense):
Interest expense, net			128
Total project other income (expense)			128
Project income	128
Administrative and other expenses (income):
Administration expense	2,699		25,472
Interest, net	1,484		(41,668)
Foreign exchange loss	(147)		9,781
Total administrative and other expenses (income)	4,036		(6,415)
Income (loss) from operations before income taxes	(3,908)		5,621
Income tax expense (benefit)			242
Net loss	(3,908)		5,379
Net (loss) income attributable to Atlantic Power Corporation	(3,908)
Eliminations
Project revenue:
Total project revenue	(75)
Project expenses:
Project operations and maintenance	(75)		(275)
Total project expenses	(75)		(275)
Project other income (expense):
Earnings (loss) of unconsolidated affiliates			(367)
Interest expense, net			(1,576)
Total project other income (expense)			(1,209)
Project income	(50)
Administrative and other expenses (income):
Interest, net	173
Total administrative and other expenses (income)	173
Income (loss) from operations before income taxes	(223)		(1,369)
Net loss	(223)		(1,369)
Net (loss) income attributable to Atlantic Power Corporation	$ (223)

XML

Long-term debt (Details)																																										3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Mar. 31, 2012 Curtis Palmer USD ($)	Dec. 31, 2011 Curtis Palmer USD ($)	Mar. 31, 2012 Guarantor Subsidiaries USD ($)	Dec. 31, 2011 Guarantor Subsidiaries USD ($)	Mar. 31, 2012 Senior Notes, due 2018 USD ($)	Dec. 31, 2011 Senior Notes, due 2018 USD ($)	Nov. 04, 2011 Senior Notes, due 2018 USD ($)	Mar. 31, 2012 Senior unsecured notes, due June 2036 USD ($)	Mar. 31, 2012 Senior unsecured notes, due June 2036 CAD	Dec. 31, 2011 Senior unsecured notes, due June 2036 USD ($)	Dec. 31, 2011 Senior unsecured notes, due June 2036 CAD	Mar. 31, 2012 Senior unsecured notes, due July 2014 USD ($)	Dec. 31, 2011 Senior unsecured notes, due July 2014 USD ($)	Dec. 31, 2011 Senior unsecured notes, due July 2014 Curtis Palmer USD ($)	Mar. 31, 2012 Senior unsecured notes, due August 2017 USD ($)	Dec. 31, 2011 Senior unsecured notes, due August 2017 USD ($)	Mar. 31, 2012 Senior unsecured notes, due August 2019 USD ($)	Dec. 31, 2011 Senior unsecured notes, due August 2019 USD ($)	Mar. 31, 2012 Epsilon Power Partners term facility, due 2019 USD ($)	Dec. 31, 2011 Epsilon Power Partners term facility, due 2019 USD ($)	Dec. 31, 2010 Epsilon Power Partners term facility, due 2019 USD ($)	Mar. 31, 2012 Path 15 senior secured bonds USD ($)	Dec. 31, 2011 Path 15 senior secured bonds USD ($)	Dec. 31, 2010 Path 15 senior secured bonds USD ($)	Mar. 31, 2012 Path 15 senior secured bonds Minimum	Dec. 31, 2011 Path 15 senior secured bonds Minimum	Mar. 31, 2012 Path 15 senior secured bonds Maximum	Dec. 31, 2011 Path 15 senior secured bonds Maximum	Mar. 31, 2012 Auburndale term loan, due 2013 USD ($)	Dec. 31, 2011 Auburndale term loan, due 2013 USD ($)	Dec. 31, 2010 Auburndale term loan, due 2013 USD ($)	Mar. 31, 2012 Cadillac term loan, due 2025 USD ($)	Dec. 31, 2011 Cadillac term loan, due 2025 USD ($)	Dec. 31, 2010 Cadillac term loan, due 2025 USD ($)	Mar. 31, 2012 Cadillac term loan, due 2025 Minimum	Dec. 31, 2011 Cadillac term loan, due 2025 Minimum	Mar. 31, 2012 Cadillac term loan, due 2025 Maximum	Dec. 31, 2011 Cadillac term loan, due 2025 Maximum	Mar. 31, 2012 Piedmont bridge loan, due 2013 USD ($)	Dec. 31, 2011 Piedmont bridge loan, due 2013 USD ($)	Mar. 31, 2012 Canadian Hills construction loan, due 2013 USD ($)	Dec. 31, 2011 Senior credit facility USD ($)	Mar. 31, 2012 Senior credit facility USD ($)	Dec. 31, 2011 Senior credit facility Minimum	Dec. 31, 2011 Senior credit facility Maximum
Long-term debt
Total debt		$ 1,415,278,000						$ 460,000,000	$ 460,000,000	$ 460,000,000	$ 210,526,000	210,000,000	$ 206,490,000	210,000,000	$ 190,000,000	$ 190,000,000	$ 190,000,000	$ 150,000,000	$ 150,000,000	$ 75,000,000	$ 75,000,000	$ 34,608,000	$ 34,982,000	$ 36,482,000	$ 145,880,000	$ 145,879,000	$ 153,868,000					$ 10,150,000	$ 11,900,000	$ 21,700,000	$ 39,631,000	$ 40,231,000	$ 42,531,000					$ 108,863,000	$ 100,796,000
Purchase accounting fair value adjustments	10,398,000	10,580,000	11,305,000
Less current maturities	(246,520,000)	(20,958,000)	(21,587,000)			(246,520,000)	(20,958,000)
Total long-term debt	1,364,685,000	1,404,900,000	244,299,000	190,000,000	190,000,000	714,685,000	754,900,000																																					176,149,000
Interest rate (as a percent)								9.00%	9.00%	9.00%	5.95%	5.95%	5.95%	5.95%	5.90%	5.90%		5.87%	5.87%	5.97%	5.97%	7.40%	7.40%					7.90%	7.90%	9.00%	9.00%	5.10%	5.10%					6.02%	6.02%	8.00%	8.00%
Variable interest rate basis																																										Libor	Libor	Libor	U.S. Prime Rate, the London Interbank Offered Rate or the Canadian Prime Rate
Amount drawn on the senior credit facility																																													72,800,000	72,800,000
Letters of credit issued but not drawn																																													$ 107,300,000	$ 139,100,000
Applicable margin (as a percent)																																										3.50%	3.50%	3.00%	2.75%	2.75%	0.75%	3.00%

XML

Other long-term liabilities (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Mar. 31, 2012	Dec. 31, 2010
Other long-term liabilities
Asset retirement obligations	$ 52,336
Net pension liability	2,243
Deferred revenue	1,623
Other	1,657		2,376
Other long-term liabilities	57,859	60,022	2,376
Movement in asset retirement obligations in acquisition of CPILP
Asset retirement obligations beginning of year	0
Asset retirement obligations assumed in acquisition	52,330
Accretion of asset retirement obligations	223
Foriegn currency translation adjustments	(117)
Asset retirement obligations, end of year	$ 52,336

XML

Defined benefit plan

12 Months Ended

Dec. 31, 2011

Defined benefit plan

Defined benefit plan

15. Defined benefit plan

        As a result of our acquisition of the Partnership, we will continue to sponsor and operate a defined benefit pension plan that is available to certain legacy employees of the acquired company. The Atlantic Power Services Canada LP Pension Plan (the "Plan") is maintained solely for certain eligible legacy Partnership participants. The Plan is a defined benefit pension plan that allows for employee contributions.

        We expect to contribute $1.3 million to the pension plans in 2012.

        The net annual periodic pension cost related to the pension plan for the period beginning November 5, 2011 and ended on December 31, 2011 includes the following components:

	2011
Service cost benefits earned	$	103
Interest cost on benefit obligation		91
Expected return on plan assets		(89	)
Net period benefit cost	$	105

        A comparison of the pension benefit obligation and related plan assets for the pension plan is as follows:

	2011
Benefit obligation at November 5, 2011	$	(11,909	)
Service cost		(103	)
Interest cost		(90	)
Actuarial loss		(599	)
Employee contributions		(11	)
Foreign currency translation adjustment		(13	)
Benefit obligation at December 31, 2011		(12,725	)
Fair value of plan assets at November 5, 2011		10,525
Actual return on plan assets		(65	)
Employee contributions		11
Foreign currency translation adjustment		11
Fair value of plan assets at December 31, 2011		10,482
Funded status at December 31, 2011—excess of obligation over assets	$	(2,243	)

        Amounts recognized in the balance sheet were as follows:

	2011
Non-current liabilities	$	2,243

        Amounts recognized in accumulated OCI that have not yet been recognized as components of net periodic benefit cost were as follows, net of tax:

	2011
Unrecognized loss	$	489

        We estimate that there will be no amortization of net loss for the pension plan from accumulated OCI to net periodic cost over the next fiscal year.

        The following table presents the balances of significant components of the pension plan:

	2011
Projected benefit obligation	$	12,725
Accumulated benefit obligation		9,900
Fair value of plan assets		10,482

        The market-related value of the pension plan's assets is the fair value of the assets. The fair values of the pension plan's assets by asset category and their level within the fair value hierarchy are as follows:

	Level 1	Level 2		Level 3		Total
Common/Collective Trust Canadian equity investments	$	$	3,166	$	—	$	3,166
Common/Collective Trust U.S. equity investments			1,429		—		1,429
Common/Collective Trust International equity investments			1,383		—		1,383
Common/Collective Trust Corporate bond investment—fixed income			4,200		—		4,200
Common/Collective Trust Other fixed income			304		—		304
Total	$	$	10,482	$	—	$	10,482

        We determine the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of the common/collective trusts is valued at a fair value which is equal to the sum of the market value of all of the fund's underlying investments, and is categorized as Level 2. There are no investments categorized as Level 1 or 3.

        The following table presents the significant assumptions used to calculate our benefit obligations:

	2011
Weighted-Average Assumptions
Discount rate		4.75%
Rate of compensation increase		3.00% – 4.00%

        The following table presents the significant assumptions used to calculate our benefit expense:

	2011
Weighted-Average Assumptions
Discount rate		4.75%
Rate of return on plan assets		5.50%
Rate of compensation increase		3.0% – 4.0%

        We use December 31 as the measurement date for the Plan, and we set the discount rate assumptions on an annual basis on the measurement date. This rate is determined by management based on information provided by our actuary. The discount rate assumptions reflect the current rate at which the associated liabilities could be effectively settled at the end of the year. The discount rate assumptions used to determine future pension obligations as of December 31, 2011 was based on the CIA / Natcan curve, which was designed by the Canadian Institute of Actuaries and Natcan Investment Management to provide a means for sponsors of Canadian plans to value the liabilities of their postretirement benefit plans. The CIA / Natcan curve is a hypothetical yield curve represented by extrapolating the corporate AA-rated yield curve beyond 10 years using yields on provincial AA bonds with a spread added to the provincial AA yields to approximate the difference between corporate AA and provincial AA credit risk. The CIA / Natcan curve utilizes this approach because there are very few corporate bonds rated AA or above with maturities of 10 years or more in Canada.

        We employ a balanced total return investment approach, whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, and the plan's funded status. Plan assets are currently invested in a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across Canadian, U.S. and other international equities, as well as among growth, value and small and large capitalization stocks.

        The pension plan assets weighted average allocations were as follows:

	2011
Canadian equity		30	%
U.S. equity		14	%
International equity		13	%
Canadian fixed income		40	%
International fixed income		3	%
		100	%

        Our expected future benefit payments for each of the next five years and in the aggregate for the five years thereafter, are as follows:

	2011
2012	$	225
2013		252
2014		293
2015		319
2016		362
2017 – 2021		412

XML

Equity method investments (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Equity method investments

Schedule of equity method investments

				Carrying value as of December 31,
	Percentage of Ownership as of December 31, 2011
Entity name				2011		2010
Frederickson		50.0	%		166,837		—
Orlando Cogen, LP		50.0	%		25,955		31,543
Badger Creek Limited		50.0	%		6,477		7,839
Onondaga Renewables, LLC		50.0	%		291		1,761
Topsham Hydro Assets		50.0	%		—		8,500
Koma Kulshan Associates		49.8	%		5,856		6,491
Chambers Cogen, LP		40.0	%		143,797		139,855
Delta-Person, LP		40.0	%		—		—
Rockland Wind Farm		30.0	%		12,500		—
Idaho Wind Partners 1, LLC		27.6	%		36,143		41,376
Selkirk Cogen Partners, LP		18.5	%		47,357		53,575
Gregory Power Partners, LP		17.1	%		3,520		3,662
PERH		14.3	%		25,609		—
Other		—			9		203
Total				$	474,351	$	294,805

Schedule of equity in earnings (loss) of unconsolidated affiliates

	Year Ended December 31,
Entity name	2011			2010			2009
Chambers Cogen, LP	$	7,739		$	13,144		$	6,599
Orlando Cogen, LP		863			2,031			3,152
Gregory Power Partners, LP		524			2,162			1,791
Koma Kulshan Associates		483			452			458
Frederickson		444			—			—
Onondaga Renewables, LLC		(1,761	)		(320	)		(600	)
Idaho Wind Partners 1, LLC		(1,563	)		(126	)		—
Selkirk Cogen Partners, LP		(406	)		(3,454	)		(280	)
Badger Creek Limited		(4	)		749			1,948
Delta-Person, LP		—			—			(644	)
Topsham Hydro Assets		—			(436	)		1,506
Rumford Cogeneration, LP		—			(359	)		(1,904	)
Mid-Georgia Cogen, LP		—			—			(2,686	)
Rollcast Energy, Inc. (Note 3(f))		—			(66	)		(267	)
Other		37			—			(559	)
Total		6,356			13,777			8,514
Distributions from equity method investments		(21,889	)		(16,843	)		(27,884	)
Equity in earnings (loss) of unconsolidated affiliates, net of distributions	$	(15,533	)	$	(3,066	)	$	(19,370	)

Summarized balance sheet information

	2011		2010		2009
Assets
Current assets
Chambers	$	9,937	$	11,391	$	10,356
Orlando		6,892		6,965		6,725
Gregory		3,933		3,063		11,358
Selkirk		15,852		11,782		9,431
Badger Creek		766		2,714		2,567
Other		10,671		7,563		2,043
Non-Current assets
Chambers		245,842		253,388		259,989
Orlando		23,805		29,419		34,975
Gregory		16,092		19,490		12,351
Selkirk		47,737		65,036		78,748
Badger Creek		6,011		6,645		9,177
Other		313,142		128,763		34,631
	$	700,680	$	546,219	$	472,351
Liabilities
Current liabilities
Chambers	$	16,016	$	15,914	$	16,898
Orlando		4,742		4,841		5,313
Gregory		3,132		3,421		4,118
Selkirk		14,743		17,371		13,495
Badger Creek		300		1,520		1,795
Other		10,980		76,910		1,704
Non-Current liabilities
Chambers		95,966		109,010		123,946
Orlando		—		—		—
Gregory		13,373		15,470		16,660
Selkirk		1,489		5,872		17,654
Badger Creek		—		—		—
Other		65,588		1,085		11,538
	$	226,329	$	251,414	$	213,121

Summarized operating results information

	Three months ended March 31,
	2012			2011
Revenue
Chambers	$	13,227		$	13,269
Badger Creek		1,179			3,316
Gregory		4,315			7,181
Orlando		10,812			9,926
Selkirk		12,062			10,902
Other		11,733			1,821
		53,328			46,415
Project expenses
Chambers		9,753			9,380
Badger Creek		1,137			2,983
Gregory		5,780			6,630
Orlando		10,093			9,463
Selkirk		10,335			12,659
Other		8,394			1,428
		45,492			42,543
Project other income (expense)
Chambers		(1,193	)		(427	)
Badger Creek		(4	)		—
Gregory		(83	)		(38	)
Orlando		(14	)		(30	)
Selkirk		(65	)		(1,636	)
Other		(3,530	)		(430	)
		(4,889	)		(2,561	)
Project income (loss)
Chambers		2,281			3,462
Badger Creek		38			333
Gregory		(1,548	)		513
Orlando		705			433
Selkirk		1,662			(3,393	)
Other		(191	)		(37	)
		2,947			1,311

Operating results
Revenue
Chambers	$	49,336		$	55,469		$	50,745
Orlando		40,345			42,062			41,911
Gregory		28,474			31,291			28,477
Selkirk		54,613			51,915			47,577
Badger Creek		6,546			13,485			12,861
Mid-Georgia		—			—			6,521
Other		16,499			3,501			23,327
		195,813			197,723			211,419
Project expenses
Chambers		39,358			38,377			40,540
Orlando		39,414			39,898			38,694
Gregory		27,440			27,324			24,893
Selkirk		49,595			48,496			44,045
Badger Creek		6,526			11,723			10,897
Mid-Georgia		—			—			6,519
Other		12,126			2,049			22,560
		174,459			167,867			188,148
Project other income (expense)
Chambers		(2,239	)		(3,948	)		(3,606	)
Orlando		(68	)		(133	)		(65	)
Gregory		(510	)		(1,805	)		(1,793	)
Selkirk		(5,424	)		(6,873	)		(3,812	)
Badger Creek		(24	)		(1,013	)		(16	)
Mid-Georgia		—			—			(2,688	)
Other		(6,733	)		(2,307	)		(2,777	)
		(14,998	)		(16,079	)		(14,757	)
Project income (loss)
Chambers	$	7,739		$	13,144		$	6,599
Orlando		863			2,031			3,152
Gregory		524			2,162			1,791
Selkirk		(406	)		(3,454	)		(280	)
Badger Creek		(4	)		749			1,948
Mid-Georgia		—			—			(2,686	)
Other		(2,360	)		(855	)		(2,010	)
		6,356			13,777			8,514

XML

CONSOLIDATED BALANCE SHEETS In Thousands, unless otherwise specified	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2010 CAD	Dec. 31, 2009 USD ($)	Dec. 31, 2008 USD ($)
Current Assets:
Cash and cash equivalents	$ 106,609	$ 60,651	$ 28,258	$ 45,497		$ 49,850	$ 37,327
Restricted cash	27,761	21,412		15,744
Accounts receivable	59,501	79,008		19,362
Current portion of derivative instruments asset	10,610	10,411		8,865
Inventory	18,214	18,628		5,498
Prepayments and other	23,647	7,615		2,982
Refundable income taxes	2,301	3,042		1,593
Total current assets	248,643	200,767		122,322
Property, plant, and equipment, net	1,549,626	1,388,254	284,018	271,830
Transmission system rights	178,319	180,282		188,134
Equity investments in unconsolidated affiliates	477,098	474,351		294,805
Other intangible assets, net	597,633	584,274		88,462
Goodwill	343,586	343,586		12,453		8,918
Derivative instruments asset	16,589	22,003		17,884
Other assets	64,216	54,910		17,122
Total assets	3,475,710	3,248,427	1,007,801	1,013,012		869,576
Current Liabilities:
Accounts payable	20,561	18,122		8,608
Accrued interest	33,534	19,916		3,975
Other Accrued liabilities	41,456	43,968		11,025
Revolving credit facility	72,800	58,000
Current portion of long-term debt	246,520	20,958		21,587
Current portion of derivative instruments liability	50,030	20,592		10,009
Dividends payable	10,921	10,733		6,154
Other current liabilities	1,278	165		5
Total current liabilities	477,100	192,454		61,363
Long-term debt	1,364,685	1,404,900		244,299
Convertible debentures	193,269	189,563		220,616	219,425	146,250
Derivative instruments liability	109,873	33,170		21,543
Deferred income taxes	165,413	182,925		29,439
Power purchase and fuel supply agreement liabilities, net	46,811	71,775
Other non-current liabilities	60,022	57,859		2,376
Commitments and contingencies
Total liabilities	2,417,173	2,132,646		579,636
Equity
Common shares, no par value, unlimited authorized shares; 113,526,182 and 67,118,154 issued and outstanding at December 31, 2011 and 2010, respectively	1,217,893	1,217,265		626,108
Preferred shares issued by a subsidiary company	221,304	221,304
Accumulated other comprehensive income (loss)	12,216	(5,193)		255		(859)
Retained deficit	(395,743)	(320,622)		(196,494)
Total Atlantic Power Corporation shareholders' equity	1,055,670	1,112,754		429,869
Noncontrolling interest	2,867	3,027		3,507
Total equity	1,058,537	1,115,781		433,376		414,117	151,626
Total liabilities and equity	$ 3,475,710	$ 3,248,427		$ 1,013,012

XML

Long-term incentive plan (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Long-term incentive plan

Schedule of changes in LTIP notional units

	Units			Grant Date Weighted-Average Price per Unit
Outstanding at December 31, 2011		485,781		$	11.49
Granted		209,009		$	14.65
Additional shares from dividends		8,172		$	12.02
Vested		(231,687	)	$	10.10
Outstanding at March 31, 2012		471,275		$	13.81

	Units			Grant Date Weighted-Average Fair Value per Unit
Outstanding at December 31, 2008		263,592		$	9.76
Granted		267,408			5.76
Additional shares from dividends		49,540			7.80
Vested and redeemed		(109,260	)		9.71
Outstanding at December 31, 2009		471,280			7.30
Granted		305,112			13.29
Additional shares from dividends		46,854			9.54
Vested and redeemed		(222,265	)		7.94
Outstanding at December 31, 2010		600,981			10.28
Granted		216,110			14.02
Additional shares from dividends		36,204			11.04
Forfeitures		(103,991	)		11.55
Vested and redeemed		(263,523	)		9.40
Outstanding at December 31, 2011		485,781		$	11.49

Schedule of assumptions for calculation of simulated total shareholder return under the Monte Carlo model

	March 31, 2012		December 31, 2011
Weighted average risk free rate of return		0.19 – 0.51%		0.15 – 0.28%
Dividend yield		8.30%		7.90%
Expected volatility—Company		22.2%		22.2%
Expected volatility—peer companies		17.1 – 112.8%		17.3 – 112.9%
Weighted average remaining measurement period		1.92 years		0.87 years

	Year ended December 31, 2011		Year ended December 31, 2010
Weighted average risk free rate of return		0.15 – 0.28%		0.71%
Dividend yield		7.90%		9.39%
Expected volatility – Company		22.2%		40.0%
Expected volatility – peer companies		17.3 – 112.9%		25.0 – 55.0%
Weighted average remaining measurement period		0.87 years		1.43 years

XML

Preferred shares issued by a subsidiary company

12 Months Ended

Dec. 31, 2011

Preferred shares issued by a subsidiary company

Preferred shares issued by a subsidiary company

17. Preferred shares issued by a subsidiary company

        In 2007, a subsidiary acquired in our acquisition of the Partnership issued 5.0 million 4.85% Cumulative Redeemable Preferred Shares, Series 1 (the Series 1 Shares) priced at Cdn$25.00 per share. Cumulative dividends are payable on a quarterly basis at the annual rate of Cdn$1.2125 per share. On or after June 30, 2012, the Series 1 Shares are redeemable by the subsidiary company at Cdn$26.00 per share, declining by Cdn$0.25 each year to Cdn$25.00 per share on or after June 30, 2016, plus, in each case, an amount equal to all accrued and unpaid dividends thereon.

        In 2009, a subsidiary company acquired in our acquisition of the Partnership issued 4.0 million 7.0% Cumulative Rate Reset Preferred Shares, Series 2 (the Series 2 Shares) priced at Cdn$25.00 per share. The Series 2 Shares pay fixed cumulative dividends of Cdn$1.75 per share per annum, as and when declared, for the initial five-year period ending December 31, 2014. The dividend rate will reset on December 31, 2014 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 4.18%. On December 31, 2014 and on December 31 every five years thereafter, the Series 2 Shares are redeemable by the subsidiary company at Cdn$25.00 per share, plus an amount equal to all declared and unpaid dividends thereon to, but excluding the date fixed for redemption. The holders of the Series 2 Shares will have the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series 3 (the Series 3 Shares) of the subsidiary, subject to certain conditions, on December 31, 2014 and on December 31 of every fifth year thereafter. The holders of Series 3 Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the board of directors of the subsidiary, at a rate equal to the sum of the then 90-day Government of Canada Treasury bill rate and 4.18%.

        The Series 1 Shares, the Series 2 Shares and the Series 3 Shares are fully and unconditionally guaranteed by us and by the Partnership on a subordinated basis as to: (i) the payment of dividends, as and when declared; (ii) the payment of amounts due on a redemption for cash; and (iii) the payment of amounts due on the liquidation, dissolution or winding up of the subsidiary company. If, and for so long as, the declaration or payment of dividends on the Series 1 Shares, the Series 2 Shares or the Series 3 Shares is in arrears, the Partnership will not make any distributions on its limited partnership units and we will not pay any dividends on our common shares.

        The subsidiary company paid aggregate dividends of Cdn$3.3 million (U.S. $3.2 million) on the Series 1 Shares and the Series 2 Shares in 2011.

XML

Convertible debentures (Details 2) Share data in Thousands, unless otherwise specified	12 Months Ended						12 Months Ended				1 Months Ended	12 Months Ended				1 Months Ended	12 Months Ended
	Dec. 31, 2011 USD ($)	Dec. 31, 2011 CAD	Dec. 31, 2010 USD ($)	Dec. 31, 2010 CAD	Dec. 31, 2009 CAD	Mar. 31, 2012 USD ($)	Dec. 31, 2011 6.5% Debentures due 2014 CAD	Dec. 31, 2010 6.5% Debentures due 2014 CAD	Dec. 31, 2011 6.5% Debentures due 2014 USD ($)	Dec. 31, 2009 6.5% Debentures due 2014	Dec. 31, 2009 6.25% Debentures due 2017 CAD	Dec. 31, 2011 6.25% Debentures due 2017 CAD	Dec. 31, 2010 6.25% Debentures due 2017 CAD	Dec. 31, 2011 6.25% Debentures due 2017 USD ($)	Dec. 17, 2009 6.25% Debentures due 2017	Oct. 31, 2010 5.6% Debentures due 2017 CAD	Dec. 31, 2010 5.6% Debentures due 2017 CAD	Dec. 31, 2011 5.6% Debentures due 2017 USD ($)	Dec. 31, 2011 5.6% Debentures due 2017 CAD	Oct. 20, 2010 5.6% Debentures due 2017
Movement in convertible debentures
Balance at the beginning of the period	$ 220,616,000	219,425,000	$ 146,250,000			$ 193,269,000	55,801,000	60,000,000	$ 44,103,000			83,124,000	86,250,000	$ 66,306,000				$ 79,154,000	80,500,000
Principal amount converted to equity	26,357,000	(26,639,000)	7,147,000	(7,325,000)			(10,948,000)	(4,199,000)				(15,691,000)	(3,126,000)
Issuance of 5.6% Debentures			80,500,000	80,500,000							86,300,000					80,500,000	80,500,000
Balance at the end of the period	189,563,000		220,616,000	219,425,000		193,269,000	44,853,000	55,801,000	44,103,000		86,250,000	67,433,000	83,124,000	66,306,000			80,500,000	79,154,000	80,500,000
Convertible debentures stated interest rate percentage										6.50%					6.25%					5.60%
Common shares issued on conversion during the year	2,089,885	2,089,885					882,893					1,206,992
Aggregate interest expenses		12,100,000		9,900,000	3,500,000

XML

Fair value of financial instruments

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Fair value of financial instruments

Fair value of financial instruments

6. Fair value of financial instruments

        The following represents the recurring measurements of fair value hierarchy of our financial assets and liabilities that were recognized at fair value as of March 31, 2012 and December 31, 2011. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

	March 31, 2012
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	106,609	$	—	$	—	$	106,609
Restricted cash		27,761		—		—		27,761
Derivative instruments asset		—		27,199		—		27,199
Total	$	134,370	$	27,199	$	—	$	161,569
Liabilities:
Derivative instruments liability	$	—	$	159,903	$	—	$	159,903
Total	$	—	$	159,903	$	—	$	159,903

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	60,651	$	—	$	—	$	60,651
Restricted cash		21,412		—		—		21,412
Derivative instruments asset		—		32,414		—		32,414
Total	$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability	$	—	$	53,762	$	—	$	53,762
Total	$	—	$	53,762	$	—	$	53,762

        The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk free interest rate.

        We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties. As of March 31, 2012, the credit valuation adjustments resulted in a $27.1 million net increase in fair value, which consists of a $0.6 million pre-tax gain in other comprehensive income and a $26.6 million gain in change in fair value of derivative instruments, offset by a $.01 million loss in foreign exchange. As of December 31, 2011, the credit valuation adjustments resulted in a $5.8 million net increase in fair value, which consists of a $0.9 million pre-tax gain in other comprehensive income and a $5.1 million gain in change in fair value of derivative instruments, offset by a $0.2 million loss in foreign exchange.

11. Fair value of financial instruments

        The estimated carrying values and fair values of our recorded financial instruments related to operations are as follows:

	2011				2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	60,651	$	60,651	$	45,497	$	45,497
Restricted cash		21,412		21,412		15,744		15,744
Derivative assets current		10,411		10,411		8,865		8,865
Derivative assets non-current		22,003		22,003		17,884		17,884
Derivative liabilities current		20,592		20,592		10,009		10,009
Derivative liabilities non-current		33,170		33,170		21,543		21,543
Revolving credit facility and long-term debt, including current portion		1,483,858		1,462,474		265,886		281,491
Convertible debentures		189,563		207,888		220,616		242,316

        Our financial instruments that are recorded at fair value have been classified into levels using a fair value hierarchy.

        The three levels of the fair value hierarchy are defined below:

• • Level 1—Unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. Financial assets utilizing Level 1 inputs include active exchange-traded securities.

    Level 2—Quoted prices available in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are directly observable, and inputs derived principally from market data.

    Level 3—Unobservable inputs from objective sources. These inputs may be based on entity-specific inputs. Level 3 inputs include all inputs that do not meet the requirements of Level 1 or Level 2.

        The following represents the recurring measurements of fair value hierarchy of our financial assets and liabilities that were recognized at fair value as of December 31, 2011 and December 31, 2010. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	60,651	$	—	$	—	$	60,651
Restricted cash		21,412		—		—		21,412
Derivative instruments asset		—		32,414		—		32,414
Total	$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability	$	—	$	53,762	$	—	$	53,762
Total	$	—	$	53,762	$	—	$	53,762

	December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	45,497	$	—	$	—	$	45,497
Restricted cash		15,744		—		—		15,744
Derivative instruments asset		—		26,749		—		26,749
Total	$	61,241	$	26,749	$	—	$	87,990
Liabilities:
Derivative instruments liability	$	—	$	31,552	$	—	$	31,552
Total	$	—	$	31,552	$	—	$	31,552

        The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk free interest rate.

        We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties. As of December 31, 2011, the credit valuation adjustments resulted in a $5.8 million net increase in fair value, which consists of a $0.9 million pre-tax gain in other comprehensive income and a $5.1 million gain in change in fair value of derivative instruments, offset by a $0.2 million loss in foreign exchange. As of December 31, 2010, the credit reserve resulted in a $0.6 million net increase in fair value, which is attributable to a $0.2 million pre-tax gain in other comprehensive income and a $0.5 million gain in change in fair value of derivative instruments, partially offset by a $0.1 million loss in foreign exchange.

        The carrying amounts for cash and cash equivalents and restricted cash approximate fair value due to their short-term nature. The fair value of long-term debt, subordinated notes and convertible debentures was determined using quoted market prices, as well as discounting the remaining contractual cash flows using a rate at which we could issue debt with a similar maturity as of the balance sheet date.

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash flows from operating activities:
Net loss	$ (35,641)	$ (3,855)	$ (38,486)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	63,638	40,387	41,374
Common share conversions recorded in interest expense			4,508
Subordinated note redemption premium recorded in interest expense			1,935
Long-term incentive plan expense	3,167	4,497
Gain on sale of assets		(1,511)	(12,847)
Earnings from unconsolidated affiliates	(7,878)	(16,913)	(14,213)
Impairment of equity investments	1,522	3,136	5,500
Distributions from unconsolidated affiliates	21,889	16,843	27,884
Unrealized foreign exchange loss	8,636	5,611	24,370
Change in fair value of derivative instruments	22,776	14,047	6,813
Change in deferred income taxes	(9,908)	17,964	(6,436)
Other		(210)	106
Change in other operating balances
Accounts receivable	(15,563)	1,729	10,520
Prepayments, refundable income taxes and other assets	1,653	9,311	(3,454)
Accounts payable and accrued liabilities	4,931	(6,551)	2,959
Other liabilities	(3,287)	2,468	(84)
Net cash provided by operating activities	55,935	86,953	50,449
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired	(591,583)	(78,180)	(3,068)
Proceeds from (loan to) Idaho Wind	22,781	(22,781)
Change in restricted cash	(5,668)	945	575
Biomass development costs	(931)	(2,286)
Proceeds from sale of assets	8,500	2,000	29,467
Purchase of property, plant and equipment	(115,107)	(46,695)	(2,016)
Net cash (used in) provided by investing activities	(682,008)	(146,997)	24,958
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt	460,000
Proceeds from issuance of equity, net of offering costs	155,424	72,767
Proceeds from issuance of convertible debenture, net of offering costs		74,575
Deferred financing costs	(26,373)	(7,941)
Repayment of project-level debt	(21,589)	(18,882)	(12,744)
Proceeds from revolving credit facility borrowings	58,000	20,000
Repayments of revolving credit facility borrowings		(20,000)	(55,000)
Dividends paid	(85,029)	(65,028)	(24,955)
Equity contribution from noncontrolling interest		200
Proceeds from issuance of project level debt	100,794		78,330
Redemption of IPSs under normal course issuer bid			(3,369)
Redemption of subordinated notes			(40,638)
Costs associated with common share conversion			(4,508)
Net cash provided by (used in) financing activities	641,227	55,691	(62,884)
Net (decrease) increase in cash and cash equivalents	15,154	(4,353)	12,523
Cash and cash equivalents at beginning of year	45,497	49,850	37,327
Cash and cash equivalents at end of year	60,651	45,497	49,850
Supplemental cash flow information
Interest paid	40,238	26,687	69,186
Income taxes paid (refunded), net	1,109	(8,000)	(216)
Accruals for capital expenditures	$ 4,095

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical)	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED BALANCE SHEETS
Common shares, issued shares	113,680,643	113,526,182	67,118,154
Common shares, outstanding shares	113,680,643	113,526,182	67,118,154

XML

Convertible debentures

12 Months Ended

Dec. 31, 2011

Convertible debentures

Convertible debentures

10. Convertible debentures

        In 2006 we issued, in a public offering, Cdn$60 million aggregate principal amount of 6.25% convertible secured debentures (the "2006 Debentures") for gross proceeds of $52.8 million. The 2006 Debentures pay interest semi-annually on April 30 and October 31 of each year. The 2006 Debentures had an initial maturity date of October 31, 2011 and are convertible into approximately 80.6452 common shares per Cdn$1,000 principal amount of 2006 Debentures, at any time, at the option of the holder, representing a conversion price of Cdn$12.40 per common share. In 2009, the holders of the 2006 Debentures approved an amendment to increase the annual interest rate from 6.25% to 6.50% and separately, an extension of the maturity date from October 2011 to October 2014.

        On December 17, 2009, we issued, in a public offering, Cdn$86.3 million aggregate principal amount of 6.25% convertible unsecured debentures (the "2009 Debentures") for gross proceeds of $82.1 million. The 2009 Debentures pay interest semi-annually on March 15 and September 15 of each year beginning on September 15, 2010. The 2009 Debentures mature on March 15, 2017 and are convertible into approximately 76.9231 common shares per Cdn$1,000 principal amount of 2009 Debentures, at any time, at the option of the holder, representing a conversion price of Cdn$13.00 per common share.

        On October 20, 2010, we issued, in a public offering, Cdn$80.5 million aggregate principal amount of 5.60% convertible unsecured subordinated debentures (the "2010 Debentures") for gross proceeds of $78.9 million. The 2010 Debentures pay interest semi-annually on June 30 and December 30 of each year beginning June 30, 2011. The 2010 Debentures mature on June 30, 2017, unless earlier redeemed. The debentures are convertible into our common shares at an initial conversion rate of 55.2486 common shares per Cdn$1,000 principal amount of 2010 Debentures, at any time, at the option of the holder, representing an initial conversion price of approximately Cdn$18.10 per common share.

        The following table provides details related to outstanding convertible debentures:

	6.5% Debentures due 2014			6.25% Debentures due 2017			5.6% Debentures due 2017		Total
Balance at December 31, 2009 (Cdn$)		60,000			86,250			—		146,250
Principal amount converted to equity (Cdn$)		(4,199	)		(3,126	)		—		(7,325	)
Issuance of 5.6% Debentures		—			—			80,500		80,500
Balance at December 31, 2010 (Cdn$)		55,801			83,124			80,500		219,425
Principal amount converted to equity (Cdn$)		(10,948	)		(15,691	)		—		(26,639	)
Balance at December 31, 2011 (Cdn$)		44,853			67,433			80,500		192,786
Balance at December 31, 2011 (US$)	$	44,103		$	66,306		$	79,154	$	189,563
Common shares issued on conversion during the year ended December 31, 2011		882,893			1,206,992			—		2,089,885

        Aggregate interest expense related to the 2006, 2009 and 2010 Debentures was $12.1 million, $9.9 million and $3.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.

XML

Basis of presentation and summary of significant accounting policies

3 Months Ended

Mar. 31, 2012

Summary of significant accounting policies

Basis of presentation and summary of significant accounting policies

1. Basis of presentation and summary of significant accounting policies

Overview

        Atlantic Power is a power generation and infrastructure company with a portfolio of assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers under long-term power purchase agreements ("PPAs"), which seek to minimize exposure to changes in commodity prices. Our power generation projects in operation have an aggregate gross electric generation capacity of approximately 3,397 MW in which our ownership interest is approximately 2,141 MW. Our current portfolio consists of interests in 31 operational power generation projects across 11 states in the United States and two provinces in Canada and an 84 mile 500-kilovolt electric transmission line located in California. In addition, we have one 53 MW biomass project under construction in Georgia and one approximately 300 MW wind project under construction in Oklahoma. Atlantic Power also owns a majority interest in Rollcast Energy, a biomass power plant developer in North Carolina.

        Atlantic Power is a corporation established under the laws of the Province of Ontario, Canada on June 18, 2004 and continued to the Province of British Columbia on July 8, 2005. Our shares trade on the Toronto Stock Exchange under the symbol "ATP" and on the New York Stock Exchange under the symbol "AT." Our registered office is located at 355 Burrard Street, Suite 1900, Vancouver, British Columbia V6C 2G8 Canada and our headquarters is located at 200 Clarendon Street, Floor 25, Boston, Massachusetts, 02116, USA. Our telephone number in Boston is (617) 977-2400 and the address of our website is www.atlanticpower.com. We make available, free of charge, on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission ("SEC"). Additionally, we make available on our website our Canadian securities filings.

        The interim consolidated financial statements have been prepared in accordance with the SEC regulations for interim financial information and with the instructions to Form 10-Q. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011. Interim results are not necessarily indicative of results for the full year.

        In our opinion, the accompanying unaudited interim consolidated financial statements present fairly our consolidated financial position as of March 31, 2012, the results of operations for the three month periods ended March 31, 2012 and 2011, and our cash flows for the three month periods ended March 31, 2012 and 2011.

Use of estimates

        The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the fair values of acquired assets, the useful lives and recoverability of property, plant and equipment, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the valuation of shares associated with our Long-Term Incentive Plan ("LTIP") and the fair value of financial instruments and derivatives. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

Recently issued accounting standards

Adopted

        On January 1, 2012, we adopted changes issued by the Financial Accounting Standards Board ("FASB") to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity's shareholders' equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity's use of a nonfinancial asset in a way that differs from the asset's highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. The adoption of these changes had no impact on our consolidated financial statements.

        On January 1, 2012, we adopted changes issued by the FASB to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in shareholders' equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. We elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on our consolidated financial statements.

XML

Consolidating Financial Information (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Nov. 04, 2011
Long-term debt
Total debt		$ 1,415,278
Senior Notes, due 2018
Long-term debt
Total debt	$ 460,000	$ 460,000	$ 460,000
Interest rate on long-term debt (as a percent)	9.00%	9.00%	9.00%

XML

Unaudited selected quarterly financial data (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Unaudited selected quarterly financial data
Project revenue		$ 125,639,000	$ 52,333,000	$ 53,258,000	$ 53,665,000	$ 46,092,000	$ 54,039,000	$ 47,904,000	$ 47,221,000	$ 284,895	$ 195,256	$ 179,517
Project income (loss)		1,728,000	4,351,000	13,031,000	14,869,000	14,840,000	7,634,000	15,541,000	3,864,000	33,979	41,879	48,415
Net income (loss) attributable to Atlantic Power Corporation		$ (29,830,000)	$ (27,900,000)	$ 13,186,000	$ 6,136,000	$ 1,304,000	$ (438,000)	$ 1,445,000	$ (6,063,000)	$ (38,408)	$ (3,752)	$ (38,486)
Weighted average number of common shares outstanding - basic		113,088,000	68,910,000	68,573,000	67,654,000	65,388,000	60,511,000	60,481,000	60,404,000	77,466	61,706	60,632
Net income (loss) per weighted average common share - basic (in dollars per share)	$ (0.37)	$ (0.26)	$ (0.40)	$ 0.19	$ 0.09	$ 0.02	$ (0.01)	$ 0.02	$ (0.10)	$ (0.50)	$ (0.06)	$ (0.63)
Weighted average number of common shares outstanding - diluted		113,088,000	68,910,000	82,939,000	82,980,000	80,966,000	60,511,000	72,363,000	60,404,000	77,466	61,706	60,632
Net income (loss) per weighted average common share - diluted (in dollars per share)	$ (0.37)	$ (0.26)	$ (0.40)	$ 0.18	$ 0.09	$ 0.02	$ (0.01)	$ 0.02	$ (0.10)	$ (0.50)	$ (0.06)	$ (0.63)

XML

Income taxes (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Income taxes

Schedule of components of income tax expenses (benefit)

	Three months ended March 31,
	2012			2011
Current income tax expense (benefit)	$	1,385		$	(488	)
Deferred tax expense (benefit)		(17,676	)		2,011
Total income tax expense (benefit)	$	(16,291	)	$	1,523

	2011			2010		2009
Current income tax expense (benefit)	$	1,584		$	960	$	(9,257	)
Deferred tax expense (benefit)		(9,908	)		17,964		(6,436	)
Total income tax expense (benefit)	$	(8,324	)	$	18,924	$	(15,693	)

Schedule of reconciliation of income taxes calculated at the Canadian enacted statutory rate to the provision for income taxes in the consolidated statements of operations

	2011			2010		2009
Computed income taxes at Canadian statutory rate	$	(11,651	)	$	4,295	$	(16,254	)
Increases (decreases) resulting from:
Operating countries with different income tax rates		(5,636	)		1,537		(5,418	)
	$	(17,287	)	$	5,832	$	(21,672	)
Valuation allowance		9,373			12,289		22,005
		(7,914	)		18,121		333
Dividend withholding tax		371			765		—
Foreign exchange		(113	)		—		—
Permanent differences		(1,479	)		—		(1,131	)
Canadian loss carryforwards		—			—		(13,204	)
Non-deductible acquisition costs		4,287			—		—
Non-deductible interest expense		2,134			—		—
Federal grant		(6,573	)		—		—
Prior year true-up		2,246			—		(1,970	)
Other		(1,283	)		38		279
		(410	)		803		(16,026	)
	$	(8,324	)	$	18,924	$	(15,693	)

XML

Fair value of financial instruments (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Assets:
Restricted cash	$ 27,761,000		$ 21,412,000	$ 15,744,000
Derivative instruments asset				26,749,000
Liabilities:
Derivative instruments liability				31,552,000
Foreign exchange loss	986,000	(658,000)	13,838,000	(1,014,000)	20,506,000
Credit valuation adjustments
Liabilities:
Net increase in fair value	27,100,000		5,800,000	600,000
Pre-tax gain in other comprehensive income	600,000		900,000	200,000
Gain in change in fair value of derivatives	26,600,000		5,100,000	500,000
Credit valuation adjustments | Foreign currency forward contracts
Liabilities:
Foreign exchange loss	100,000		200,000	100,000
Recurring | Level 1
Assets:
Cash and cash equivalents	106,609,000		60,651,000	45,497,000
Restricted cash	27,761,000		21,412,000	15,744,000
Total	134,370,000		82,063,000	61,241,000
Recurring | Level 2
Assets:
Derivative instruments asset	27,199,000		32,414,000	26,749,000
Total	27,199,000		32,414,000	26,749,000
Liabilities:
Derivative instruments liability	159,903,000		53,762,000	31,552,000
Total	159,903,000		53,762,000	31,552,000
Recurring | Total
Assets:
Cash and cash equivalents	106,609,000		60,651,000	45,497,000
Restricted cash	27,761,000		21,412,000	15,744,000
Derivative instruments asset	27,199,000		32,414,000	26,749,000
Total	161,569,000		114,477,000	87,990,000
Liabilities:
Derivative instruments liability	159,903,000		53,762,000	31,552,000
Total	$ 159,903,000		$ 53,762,000	$ 31,552,000

XML

Condensed consolidating financial information (Details 2) In Thousands, unless otherwise specified	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2010 CAD	Dec. 31, 2009 USD ($)	Dec. 31, 2008 USD ($)	Mar. 31, 2012 Guarantor Subsidiaries USD ($)	Dec. 31, 2011 Guarantor Subsidiaries USD ($)	Dec. 31, 2010 Guarantor Subsidiaries USD ($)	Mar. 31, 2012 Curtis Palmer USD ($)	Dec. 31, 2011 Curtis Palmer USD ($)	Mar. 31, 2012 Atlantic Power USD ($)	Dec. 31, 2011 Atlantic Power USD ($)	Dec. 31, 2010 Atlantic Power USD ($)	Mar. 31, 2012 Eliminations USD ($)	Dec. 31, 2011 Eliminations USD ($)
Current Assets:
Cash and cash equivalents	$ 106,609	$ 60,651	$ 28,258	$ 45,497		$ 49,850	$ 37,327	$ 100,827	$ 58,370	$ 32,987	$ (78)	$ (15)	$ 5,860	$ 2,296	$ 12,510
Restricted cash	27,761	21,412		15,744				27,761	21,412
Accounts receivable	59,501	79,008		19,362				89,392	93,855		17,477	13,637	2,996	12,088		(50,364)	(40,572)
Prepayments, supplies, and other	41,861	26,243						39,555	24,436		1,167	1,225	1,139	582
Other current assets	12,911							4,055					8,856
Total current assets	248,643	200,767		122,322				261,590	204,604		18,566	14,847	18,851	21,888		(50,364)	(40,572)
Property, plant, and equipment, net	1,549,626	1,388,254	284,018	271,830				1,375,605	1,213,080		175,087	176,017				(1,066)	(843)
Transmission system rights	178,319	180,282		188,134				178,319	180,282
Equity investments in unconsolidated affiliates	477,098	474,351		294,805				5,053,320	5,109,196				865,104	870,279		(5,441,326)	(5,505,124)
Other intangible assets, net	597,633	584,274		88,462				582,491	415,454		166,067	168,820				(150,925)
Goodwill	343,586	343,586		12,453		8,918		285,358	285,358		58,228	58,228
Other assets	80,805							483,401					438,639			(841,235)
Total assets	3,475,710	3,248,427	1,007,801	1,013,012		869,576		8,220,084	7,886,574		417,948	417,912	1,322,594	1,331,715		(6,484,916)	(6,387,774)
Current Liabilities:
Accounts payable and accrued liabilities	93,004	80,298						99,992	97,129		4,704	7,241	38,672	16,500		(50,364)	(40,572)
Revolving credit facility	72,800	58,000						22,800	8,000				50,000	50,000
Current portion of long-term debt	246,520	20,958		21,587				246,520	20,958
Other current liabilities	64,776							51,308					13,468
Total current liabilities	477,100	192,454		61,363				420,620	146,880		4,704	7,241	102,140	78,905		(50,364)	(40,572)
Long-term debt	1,364,685	1,404,900		244,299				714,685	754,900		190,000	190,000	460,000	460,000
Convertible debentures	193,269	189,563		220,616	219,425	146,250							193,269	189,563
Other non-current, liabilities	382,119	129,634						1,214,271	961,899		8,135	8,072	948	898		(841,235)	(841,235)
Equity
Preferred shares issued by a subsidiary company	221,304	221,304						221,304	221,304
Common shares	1,217,893	1,217,265		626,108				5,094,502	5,156,644		208,991	208,991	1,217,893	1,217,265		(5,303,493)	(5,365,635)
Accumulated other comprehensive income (loss)	12,216	(5,193)		255		(859)		12,216	(5,193)
Retained deficit	(395,743)	(320,622)		(196,494)				539,619	431,018		6,118	3,608	(651,656)	(614,916)		(289,824)	(140,332)
Total Atlantic Power Corporation shareholders' equity	1,055,670	1,112,754		429,869				5,867,641	5,803,773		215,109	212,599	566,237	602,349		(5,593,317)	(5,505,967)
Noncontrolling interest	2,867	3,027		3,507				2,867	3,027
Total equity	1,058,537	1,115,781		433,376		414,117	151,626	5,870,508	5,806,800		215,109	212,599	566,237	602,349		(5,593,317)	(5,505,967)
Total liabilities and equity	$ 3,475,710	$ 3,248,427		$ 1,013,012				$ 8,220,084	$ 7,886,574		$ 417,948	$ 417,912	$ 1,322,594	$ 1,331,715		$ (6,484,916)	$ (6,387,774)

XML

Long-term debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Long-term debt.

Schedule of long-term debt

	March 31, 2012			December 31, 2011			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	460,000		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		210,526			206,490		5.95%
Senior unsecured notes, due July 2014		190,000			190,000		5.90%
Senior unsecured notes, due August 2017		150,000			150,000		5.87%
Senior unsecured notes, due August 2019		75,000			75,000		5.97%
Non-Recourse Debt:
Epsilon Power Partners term facility, due 2019		34,608			34,982		7.40%
Path 15 senior secured bonds		145,880			145,879		7.90% – 9.00%
Auburndale term loan, due 2013		10,150			11,900		5.10%
Cadillac term loan, due 2025		39,631			40,231		6.02% – 8.00%
Piedmont construction loan, due 2013		108,863			100,796		Libor plus 3.50%
Canadian Hills construction loan, due 2013		176,149			—		Libor plus 3.00%
Purchase accounting fair value adjustments		10,398			10,580
Less current maturities		(246,520	)		(20,958	)
Total long-term debt	$	1,364,685		$	1,404,900

	December 31, 2011			December 31, 2010			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	—		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		206,490			—		5.95%
Senior unsecured notes, due July 2014		190,000			—		5.90%
Senior unsecured notes, due August 2017		150,000			—		5.87%
Senior unsecured notes, due August 2019		75,000			—		5.97%
Non-Recourse Debt:
Epsilon Power Partners term faciliy, due 2019		34,982			36,482		7.40%
Path 15 senior secured bonds		145,879			153,868		7.90% – 9.00%
Auburndale term loan, due 2013		11,900			21,700		5.10%
Cadillac term loan, due 2025		40,231			42,531		6.02% – 8.00%
Piedmont construction loan, due 2013		100,796			—		Libor plus 3.50%
Purchase accounting fair value adjustments		10,580			11,305
Less current maturities		(20,958	)		(21,587	)
Total long-term debt	$	1,404,900		$	244,299

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012
Document and Entity Information
Entity Registrant Name	ATLANTIC POWER CORP
Entity Central Index Key	0001419242
Document Type	S-4
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Entity Filer Category	Large Accelerated Filer

XML

Segment and geographic information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Segment and geographic information

Schedule of segment and related information

	Northeast			Southeast		Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2012:
Operating revenues	$	66,926		$	41,751	$	15,300	$	42,696	$	937		$	167,610
Segment assets		1,198,652			431,046		825,138		940,675		80,199			3,475,710
Project Adjusted EBITDA	$	42,398		$	21,674	$	13,439	$	18,764	$	(3,424	)	$	92,851
Change in fair value of derivative instruments		58,016			406		—		—		—			58,422
Depreciation and amortization		17,447			9,372		10,426		12,657		43			49,945
Interest, net		4,738			169		1,096		2,808		57			8,868
Other project (income) expense		242			14		7		82		(79	)		266
Project (loss) income		(38,045	)		11,713		1,910		3,217		(3,445	)		(24,650	)
Administration		—			—		—		—		7,833			7,833
Interest, net		—			—		—		—		22,036			22,036
Foreign exchange loss		—			—		—		—		986			986
Loss from operations before income taxes		(38,045	)		11,713		1,910		3,217		(34,300	)		(55,505	)
Income tax expense (benefit)		—			—		—		—		(16,291	)		(16,291	)
Net income (loss)	$	(38,045	)	$	11,713	$	1,910	$	3,217	$	(18,009	)	$	(39,214	)

	Northeast			Southeast			Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2011:
Operating revenues	$	4,547		$	41,426		$	—	$	7,644	$	48		$	53,665
Segment assets		288,774			360,763			47,156		226,542		84,566			1,007,801
Project Adjusted EBITDA	$	7,488		$	19,588		$	866	$	8,501	$	(450	)	$	35,993
Change in fair value of derivative instruments		490			(3,274	)		—		—		—			(2,784	)
Depreciation and amortization		4,596			9,434			439		2,961		7			17,437
Interest, net		2,434			309			370		3,089		38			6,240
Other project (income) expense		200			31			—		—		—			231
Project income		(232	)		13,088			57		2,451		(495	)		14,869
Administration		—			—			—		—		4,054			4,054
Interest, net		—			—			—		—		3,968			3,968
Foreign exchange loss		—			—			—		—		(658	)		(658	)
Income from operations before income taxes		(232	)		13,088			57		2,451		(7,859	)		7,505
Income tax expense		—			—			—		—		1,523			1,523
Net income (loss)	$	(232	)	$	13,088		$	57	$	2,451	$	(9,382	)	$	5,982

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2011:
Operating revenues	$	58,201	$	160,911	$	8,982		$	55,501	$	1,300		$	284,895
Segment assets		1,153,627		428,996		798,475			743,574		123,755			3,248,427
Goodwill		135,268		—		138,263			66,520		3,535			343,586
Capital expenditures		965		113,826		65			169		82			115,107
Project Adjusted EBITDA	$	59,299	$	79,445	$	11,363		$	37,717	$	(2,546	)	$	185,278
Change in fair value of derivative instruments		3,624		22,031		—			—		(321	)		25,334
Depreciation and amortization		30,818		37,627		9,554			17,495		70			95,564
Interest, net		11,512		1,022		2,877			12,538		41			27,990
Other project (income) expense		2,406		67		(206	)		26		118			2,411
Project income		10,939		18,698		(862	)		7,658		(2,454	)		33,979
Administration		—		—		—			—		38,108			38,108
Interest, net		—		—		—			—		25,998			25,998
Foreign exchange loss		—		—		—			—		13,838			13,838
Loss from operations before income taxes		10,939		18,698		(862	)		7,658		(80,398	)		(43,965	)
Income tax expense (benefit)		—		—		—			—		(8,324	)		(8,324	)
Net income (loss)	$	10,939	$	18,698	$	(862	)	$	7,658	$	(72,074	)	$	(35,641	)

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2010:
Operating revenues	$	596	$	163,205	$	—		$	30,318	$	1,137		$	195,256
Segment assets		285,711		342,608		47,687			222,437		114,569			1,013,012
Goodwill		—		—		—			8,918		3,535			12,453
Capital expenditures		123		46,397		—			—		175			46,695
Project Adjusted EBITDA	$	36,030	$	78,245	$	736		$	37,867	$	(294	)	$	152,584
Change in fair value of derivative instruments		3,470		14,173		—			—		—			17,643
Depreciation and amortization		15,653		37,630		364			12,100		44			65,791
Interest, net		8,321		1,611		(1	)		13,700		(3	)		23,628
Other project (income) expense		1,592		135		47			2,080		(211	)		3,643
Project income		6,994		24,696		326			9,987		(124	)		41,879
Administration		—		—		—			—		16,149			16,149
Interest, net		—		—		—			—		11,701			11,701
Foreign exchange gain		—		—		—			—		(1,014	)		(1,014	)
Other income, net		—		—		—			—		(26	)		(26	)
Income from operations before income taxes		6,994		24,696		326			9,987		(26,934	)		15,069
Income tax expense (benefit)		—		—		—			—		18,924			18,924
Net income (loss)	$	6,994	$	24,696	$	326		$	9,987	$	(45,858	)	$	(3,855	)

	Northeast			Southeast			Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2009:
Operating revenues	$	—		$	148,517		$	—		$	31,000	$	—		$	179,517
Segment assets		199,959			327,844			7,003			232,179		102,591			869,576
Goodwill		—			—			—			8,918		—			8,918
Capital expenditures		—			1,954			—			—		62			2,016
Project Adjusted EBITDA	$	32,435		$	75,265		$	822		$	35,891	$	(234	)	$	144,179
Change in fair value of derivative instruments		(1,569	)		6,616			—			—		—			5,047
Depreciation and amortization		14,286			41,014			365			11,964		14			67,643
Interest, net		10,450			6,084			(1	)		14,960		18			31,511
Other project (income) expense		6,672			(15,788	)		—			679		—			(8,437	)
Project income		2,596			37,339			458			8,288		(266	)		48,415
Administration		—			—			—			—		26,028			26,028
Interest, net		—			—			—			—		55,698			55,698
Foreign exchange loss		—			—			—			—		20,506			20,506
Other expense, net		—			—			—			—		362			362
Loss from operations before income taxes		2,596			37,339			458			8,288		(102,860	)		(54,179	)
Income tax expense (benefit)		—			—			—			—		(15,693	)		(15,693	)
Net income (loss)	$	2,596		$	37,339		$	458		$	8,288	$	(87,167	)	$	(38,486	)

Schedule of revenue and assets by country

	Revenue				Property, Plant and Equipment, net
	2012		2011		2012		2011
United States	$	104,325	$	53,665	$	972,213	$	284,018
Canada		63,285		—		577,413		—
Total	$	167,610	$	53,665	$	1,549,626	$	284,018

	Revenue						Property, Plant & Equipment, net
	2011		2010		2009		2011		2010
United States	$	249,109	$	195,256	$	179,517	$	816,744	$	271,830
Canada		35,786		—		—		571,510		—
Total	$	284,895	$	195,256	$	179,517	$	1,388,254	$	271,830

XML

Fair value of financial instruments

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Fair value of financial instruments

Fair value of financial instruments

6. Fair value of financial instruments

        The following represents the recurring measurements of fair value hierarchy of our financial assets and liabilities that were recognized at fair value as of March 31, 2012 and December 31, 2011. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

	March 31, 2012
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	106,609	$	—	$	—	$	106,609
Restricted cash		27,761		—		—		27,761
Derivative instruments asset		—		27,199		—		27,199
Total	$	134,370	$	27,199	$	—	$	161,569
Liabilities:
Derivative instruments liability	$	—	$	159,903	$	—	$	159,903
Total	$	—	$	159,903	$	—	$	159,903

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	60,651	$	—	$	—	$	60,651
Restricted cash		21,412		—		—		21,412
Derivative instruments asset		—		32,414		—		32,414
Total	$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability	$	—	$	53,762	$	—	$	53,762
Total	$	—	$	53,762	$	—	$	53,762

        The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk free interest rate.

        We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties. As of March 31, 2012, the credit valuation adjustments resulted in a $27.1 million net increase in fair value, which consists of a $0.6 million pre-tax gain in other comprehensive income and a $26.6 million gain in change in fair value of derivative instruments, offset by a $.01 million loss in foreign exchange. As of December 31, 2011, the credit valuation adjustments resulted in a $5.8 million net increase in fair value, which consists of a $0.9 million pre-tax gain in other comprehensive income and a $5.1 million gain in change in fair value of derivative instruments, offset by a $0.2 million loss in foreign exchange.

11. Fair value of financial instruments

        The estimated carrying values and fair values of our recorded financial instruments related to operations are as follows:

	2011				2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	60,651	$	60,651	$	45,497	$	45,497
Restricted cash		21,412		21,412		15,744		15,744
Derivative assets current		10,411		10,411		8,865		8,865
Derivative assets non-current		22,003		22,003		17,884		17,884
Derivative liabilities current		20,592		20,592		10,009		10,009
Derivative liabilities non-current		33,170		33,170		21,543		21,543
Revolving credit facility and long-term debt, including current portion		1,483,858		1,462,474		265,886		281,491
Convertible debentures		189,563		207,888		220,616		242,316

        Our financial instruments that are recorded at fair value have been classified into levels using a fair value hierarchy.

        The three levels of the fair value hierarchy are defined below:

• • Level 1—Unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. Financial assets utilizing Level 1 inputs include active exchange-traded securities.

    Level 2—Quoted prices available in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are directly observable, and inputs derived principally from market data.

    Level 3—Unobservable inputs from objective sources. These inputs may be based on entity-specific inputs. Level 3 inputs include all inputs that do not meet the requirements of Level 1 or Level 2.

        The following represents the recurring measurements of fair value hierarchy of our financial assets and liabilities that were recognized at fair value as of December 31, 2011 and December 31, 2010. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	60,651	$	—	$	—	$	60,651
Restricted cash		21,412		—		—		21,412
Derivative instruments asset		—		32,414		—		32,414
Total	$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability	$	—	$	53,762	$	—	$	53,762
Total	$	—	$	53,762	$	—	$	53,762

	December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	45,497	$	—	$	—	$	45,497
Restricted cash		15,744		—		—		15,744
Derivative instruments asset		—		26,749		—		26,749
Total	$	61,241	$	26,749	$	—	$	87,990
Liabilities:
Derivative instruments liability	$	—	$	31,552	$	—	$	31,552
Total	$	—	$	31,552	$	—	$	31,552

        The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk free interest rate.

        We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties. As of December 31, 2011, the credit valuation adjustments resulted in a $5.8 million net increase in fair value, which consists of a $0.9 million pre-tax gain in other comprehensive income and a $5.1 million gain in change in fair value of derivative instruments, offset by a $0.2 million loss in foreign exchange. As of December 31, 2010, the credit reserve resulted in a $0.6 million net increase in fair value, which is attributable to a $0.2 million pre-tax gain in other comprehensive income and a $0.5 million gain in change in fair value of derivative instruments, partially offset by a $0.1 million loss in foreign exchange.

        The carrying amounts for cash and cash equivalents and restricted cash approximate fair value due to their short-term nature. The fair value of long-term debt, subordinated notes and convertible debentures was determined using quoted market prices, as well as discounting the remaining contractual cash flows using a rate at which we could issue debt with a similar maturity as of the balance sheet date.

XML

Defined benefit plan (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Nov. 05, 2011
Defined Benefit Plan
Total fair value of the assets	$ 10,482	$ 10,525
Canadian equity investment
Defined Benefit Plan
Total fair value of the assets	3,166
U.S. equity investment
Defined Benefit Plan
Total fair value of the assets	1,429
International equity investment
Defined Benefit Plan
Total fair value of the assets	1,383
Corporate bond investment - fixed income
Defined Benefit Plan
Total fair value of the assets	4,200
Common/Collective trust
Defined Benefit Plan
Total fair value of the assets	304
Level 2
Defined Benefit Plan
Total fair value of the assets	10,482
Level 2 | Canadian equity investment
Defined Benefit Plan
Total fair value of the assets	3,166
Level 2 | U.S. equity investment
Defined Benefit Plan
Total fair value of the assets	1,429
Level 2 | International equity investment
Defined Benefit Plan
Total fair value of the assets	1,383
Level 2 | Corporate bond investment - fixed income
Defined Benefit Plan
Total fair value of the assets	4,200
Level 2 | Common/Collective trust
Defined Benefit Plan
Total fair value of the assets	$ 304

XML

Commitments and contingencies (Details 2) (Rate application filed with FERC, USD $) In Millions, unless otherwise specified	1 Months Ended
	Mar. 31, 2012	Feb. 28, 2011 party	Sep. 30, 2011 Minimum M	Sep. 30, 2011 Maximum M
Commitments and contingencies
Path 15's annual revenue requirement	$ 28.8	$ 30.3
Number of parties in formal settlement		3
Period for final resolution of rate case proceeding (in months)			15	21

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009
Project revenue:
Energy sales	$ 69,116	$ 58,953
Energy capacity revenue	93,567	88,449
Transmission services	31,000	31,000
Other	1,573	1,115
Total project revenue	195,256	179,517
Project expenses:
Fuel	65,553	59,522
Operations and maintenance	31,237	28,153
Depreciation and amortization	40,387	41,374
Total project expenses	137,177	129,049
Project other income (expense):
Change in fair value of derivative instruments	(14,047)	(6,813)
Equity in earnings of unconsolidated affiliates	13,777	8,514
Gain on sales of equity investments, net	1,511	13,780
Interest expense	(17,660)	(18,800)
Other income, net	219	1,266
Total project other income (expense)	(16,200)	(2,053)
Project income	41,879	48,415
Administrative and other expenses (income):
Administration	16,149	26,028
Interest, net	11,701	55,698
Foreign exchange loss (gain)	(1,014)	20,506
Other (income) expense, net	(26)	362
Total administrative and other expenses (income)	26,810	102,594
Income (loss) from operations before income taxes	15,069	(54,179)
Income tax expense (benefit)	18,924	(15,693)
Net loss	(3,855)	(38,486)
Net loss attributable to noncontrolling interest	(103)
Net loss attributable to Atlantic Power Corporation	$ (3,752)	$ (38,486)
Net loss per share attributable to Atlantic Power Corporation shareholders:
Basic (in dollars per share)	$ (0.06)	$ (0.63)
Diluted (in dollars per share)	$ (0.06)	$ (0.63)
Weighted average number of common shares outstanding:
Basic (in shares)	61,706	60,632
Diluted (in shares)	61,706	60,632

XML

Inventory

12 Months Ended

Dec. 31, 2011

Inventory

Inventory

5. Inventory

        Inventory consists of the following:

	December 31,
	2011		2010
Parts and other consumables	$	11,884	$	3,592
Fuel		6,744		1,906
Total inventory	$	18,628	$	5,498

XML

Equity method investments

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Equity method investments

Equity method investments

3. Equity method investments

        The following summarizes the operating results for the three months ended March 31, 2012 and 2011, respectively, for our equity earnings interest in our equity method investments:

	Three months ended March 31,
	2012			2011
Revenue
Chambers	$	13,227		$	13,269
Badger Creek		1,179			3,316
Gregory		4,315			7,181
Orlando		10,812			9,926
Selkirk		12,062			10,902
Other		11,733			1,821
		53,328			46,415
Project expenses
Chambers		9,753			9,380
Badger Creek		1,137			2,983
Gregory		5,780			6,630
Orlando		10,093			9,463
Selkirk		10,335			12,659
Other		8,394			1,428
		45,492			42,543
Project other income (expense)
Chambers		(1,193	)		(427	)
Badger Creek		(4	)		—
Gregory		(83	)		(38	)
Orlando		(14	)		(30	)
Selkirk		(65	)		(1,636	)
Other		(3,530	)		(430	)
		(4,889	)		(2,561	)
Project income (loss)
Chambers		2,281			3,462
Badger Creek		38			333
Gregory		(1,548	)		513
Orlando		705			433
Selkirk		1,662			(3,393	)
Other		(191	)		(37	)
		2,947			1,311

4. Equity method investments

        The following tables summarize our equity method investments:

				Carrying value as of December 31,
	Percentage of Ownership as of December 31, 2011
Entity name				2011		2010
Frederickson		50.0	%		166,837		—
Orlando Cogen, LP		50.0	%		25,955		31,543
Badger Creek Limited		50.0	%		6,477		7,839
Onondaga Renewables, LLC		50.0	%		291		1,761
Topsham Hydro Assets		50.0	%		—		8,500
Koma Kulshan Associates		49.8	%		5,856		6,491
Chambers Cogen, LP		40.0	%		143,797		139,855
Delta-Person, LP		40.0	%		—		—
Rockland Wind Farm		30.0	%		12,500		—
Idaho Wind Partners 1, LLC		27.6	%		36,143		41,376
Selkirk Cogen Partners, LP		18.5	%		47,357		53,575
Gregory Power Partners, LP		17.1	%		3,520		3,662
PERH		14.3	%		25,609		—
Other		—			9		203
Total				$	474,351	$	294,805

        Equity in earnings (loss) of unconsolidated affiliates was as follows:

	Year Ended December 31,
Entity name	2011			2010			2009
Chambers Cogen, LP	$	7,739		$	13,144		$	6,599
Orlando Cogen, LP		863			2,031			3,152
Gregory Power Partners, LP		524			2,162			1,791
Koma Kulshan Associates		483			452			458
Frederickson		444			—			—
Onondaga Renewables, LLC		(1,761	)		(320	)		(600	)
Idaho Wind Partners 1, LLC		(1,563	)		(126	)		—
Selkirk Cogen Partners, LP		(406	)		(3,454	)		(280	)
Badger Creek Limited		(4	)		749			1,948
Delta-Person, LP		—			—			(644	)
Topsham Hydro Assets		—			(436	)		1,506
Rumford Cogeneration, LP		—			(359	)		(1,904	)
Mid-Georgia Cogen, LP		—			—			(2,686	)
Rollcast Energy, Inc. (Note 3(f))		—			(66	)		(267	)
Other		37			—			(559	)
Total		6,356			13,777			8,514
Distributions from equity method investments		(21,889	)		(16,843	)		(27,884	)
Equity in earnings (loss) of unconsolidated affiliates, net of distributions	$	(15,533	)	$	(3,066	)	$	(19,370	)

        The following summarizes the balance sheets at December 31, 2011, 2010 and 2009, and operating results for each of the years ended December 31, 2011, 2010 and 2009, respectively, for our proportional ownership interest in equity method investments:

	2011			2010			2009
Assets
Current assets
Chambers	$	9,937		$	11,391		$	10,356
Orlando		6,892			6,965			6,725
Gregory		3,933			3,063			11,358
Selkirk		15,852			11,782			9,431
Badger Creek		766			2,714			2,567
Other		10,671			7,563			2,043
Non-Current assets
Chambers		245,842			253,388			259,989
Orlando		23,805			29,419			34,975
Gregory		16,092			19,490			12,351
Selkirk		47,737			65,036			78,748
Badger Creek		6,011			6,645			9,177
Other		313,142			128,763			34,631
	$	700,680		$	546,219		$	472,351
Liabilities
Current liabilities
Chambers	$	16,016		$	15,914		$	16,898
Orlando		4,742			4,841			5,313
Gregory		3,132			3,421			4,118
Selkirk		14,743			17,371			13,495
Badger Creek		300			1,520			1,795
Other		10,980			76,910			1,704
Non-Current liabilities
Chambers		95,966			109,010			123,946
Orlando		—			—			—
Gregory		13,373			15,470			16,660
Selkirk		1,489			5,872			17,654
Badger Creek		—			—			—
Other		65,588			1,085			11,538
	$	226,329		$	251,414		$	213,121
Operating results
Revenue
Chambers	$	49,336		$	55,469		$	50,745
Orlando		40,345			42,062			41,911
Gregory		28,474			31,291			28,477
Selkirk		54,613			51,915			47,577
Badger Creek		6,546			13,485			12,861
Mid-Georgia		—			—			6,521
Other		16,499			3,501			23,327
		195,813			197,723			211,419
Project expenses
Chambers		39,358			38,377			40,540
Orlando		39,414			39,898			38,694
Gregory		27,440			27,324			24,893
Selkirk		49,595			48,496			44,045
Badger Creek		6,526			11,723			10,897
Mid-Georgia		—			—			6,519
Other		12,126			2,049			22,560
		174,459			167,867			188,148
Project other income (expense)
Chambers		(2,239	)		(3,948	)		(3,606	)
Orlando		(68	)		(133	)		(65	)
Gregory		(510	)		(1,805	)		(1,793	)
Selkirk		(5,424	)		(6,873	)		(3,812	)
Badger Creek		(24	)		(1,013	)		(16	)
Mid-Georgia		—			—			(2,688	)
Other		(6,733	)		(2,307	)		(2,777	)
		(14,998	)		(16,079	)		(14,757	)
Project income (loss)
Chambers	$	7,739		$	13,144		$	6,599
Orlando		863			2,031			3,152
Gregory		524			2,162			1,791
Selkirk		(406	)		(3,454	)		(280	)
Badger Creek		(4	)		749			1,948
Mid-Georgia		—			—			(2,686	)
Other		(2,360	)		(855	)		(2,010	)
		6,356			13,777			8,514

XML

Commitments and contingencies (Details) (Rate application filed with FERC, USD $) In Millions, unless otherwise specified	1 Months Ended
	Mar. 31, 2012	Feb. 28, 2011
Rate application filed with FERC
Commitments and contingencies
Path 15's annual revenue requirement	$ 28.8	$ 30.3

XML

Common shares

12 Months Ended

Dec. 31, 2011

Common shares

Common shares

16. Common shares

        On November 5, 2011, we issued 31,500,215 common shares as part of the consideration paid in the acquisition of the Partnership. See Note 3 for further details.

        On October 19, 2011, we closed a public offering of 12,650,000 of our common shares, which included 1,650,000 common shares issued pursuant to the exercise in full of the underwriters' over-allotment option, at a purchase price of $13.00 per common share sold in U.S. dollars and Cdn$13.26 per common share sold in Canadian dollars, for net proceeds of $155.4 million. We used the net proceeds from the offering to fund a portion of the cash portion of our acquisition of the Partnership.

        On October 20, 2010, we completed a public offering of 6,029,000 common shares, including 784,000 common shares issued pursuant to the exercise in full of the underwriters' over-allotment option, at a price of $13.35 per common share. We received net proceeds from the common share offering, after deducting the underwriters' discounts and expenses, of approximately $75.3 million.

XML

Accounting for derivative instruments and hedging activities

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Accounting for derivative instruments and hedging activities

Accounting for derivative instruments and hedging activities

7. Accounting for derivative instruments and hedging activities

        We recognize all derivative instruments on the balance sheet as either assets or liabilities and measure them at fair value each reporting period. For certain contracts designated as cash flow hedges, we defer the effective portion of the change in fair value of the derivatives to accumulated other comprehensive income (loss), until the hedged transactions occur and are recognized in earnings. The ineffective portion of a cash flow hedge is immediately recognized in earnings.

        For derivatives that are not designated as cash flow hedges, the changes in the fair value are immediately recognized in earnings. The guidelines apply to our natural gas swaps, interest rate swaps, and foreign exchange contracts.

• Gas purchase agreements

        On March 12, 2012, we discontinued the application of the normal purchase normal sales ("NPNS") exemption on gas purchase agreements at our North Bay, Kapuskasing and Nipigon projects. On that date, we entered into an agreement with a third party that resulted in the gas purchase agreements net settling. The agreements at North Bay and Kapuskasing expire on December 31, 2016 and the agreements at Nipigon expire on December 31, 2012. These gas purchase agreements are derivative financial instruments and are recorded in the consolidated balance sheet at fair value at March 31, 2012 and the changes in their fair market value from the date NPNS was discontinued through March 31, 2012 are recorded in the consolidated statement of operations.

• Natural gas swaps

        The operating margin at our 50% owned Orlando project is exposed to changes in natural gas prices following the expiration of its fuel contract at the end of 2013. In the third quarter of 2010 we entered into natural gas swaps in order to effectively fix the price of 1.2 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2014 and 2015. In the third quarter of 2011, we entered into additional natural gas swaps for 2014 and 2015 increasing the total to 2.0 million Mmbtu or approximately 40% of our share of expected natural gas purchases for that period. Also in the third quarter of 2011, we entered into natural gas swaps to effectively fix the price of 1.3 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2016 and 2017.

        The Lake project's operating margin is exposed to changes in natural gas spot market prices through the expiration of its PPA on July 31, 2013. The Auburndale project purchases natural gas under a fuel supply agreement that provides approximately 80% of the project's fuel requirements at fixed prices through June 30, 2012. The remaining 20% is purchased at spot market prices and therefore the project is exposed to changes in natural gas prices for that portion of its gas requirements through the termination of the fuel supply agreement and 100% of its natural gas requirements from the expiration of the fuel supply agreement in mid-2012 until the termination of its PPA at the end of 2013. Our strategy to mitigate the future exposure to changes in natural gas prices at Orlando, Lake and Auburndale consists of periodically entering into financial swaps that effectively fix the price of natural gas expected to be purchased at these projects. These natural gas swaps are derivative financial instruments and are recorded in the consolidated balance sheet at fair value and the changes in their fair market value are recorded in the consolidated statement of operations.

• Interest rate swaps

        The Cadillac project has an interest rate swap agreement that effectively fixes the interest rate at 6.02% from February 16, 2011 to February 15, 2015, 6.14% from February 16, 2015 to February 15, 2019, 6.26% from February 16, 2019 to February 15, 2023, and 6.38% thereafter. The notional amount of the interest rate swap agreement matches the outstanding principal balance over the remaining life of Cadillac's debt. This swap agreement, which qualifies for and is designated as a cash flow hedge, is effective through June 2025 and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Auburndale project hedged a portion of its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.10%. The notional amount of the swap matches the outstanding principal balance over the remaining life of Auburndale's debt. This swap agreement is effective through November 30, 2013. The interest rate swap agreement was designated as a cash flow hedge of the forecasted interest payments under the project-level Auburndale debt agreement and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Piedmont project has interest rate swap agreements to economically fix its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 1.7% plus an applicable margin ranging from 3.5% to 3.75% from March 31, 2011 to February 29, 2016. From February 2016 until the maturity of the debt in November 2017, the fixed rate of the swap is 4.47% and the applicable margin is 4.0%, resulting in an all-in rate of 8.47%. The swap continues at the fixed rate of 4.47% from the maturity of the debt in November 2017 until November 2030. The notional amounts of the interest rate swap agreements match the estimated outstanding principal balance of Piedmont's cash grant bridge loan and the construction loan facility that will convert to a term loan. The interest rate swaps were executed in the fourth quarter 2010 and expire on February 29, 2016 and November 30, 2030. The interest rate swap agreements are not designated as hedges, and changes in their fair market value are recorded in the consolidated statements of operations.

        In July 2007, we executed an interest rate swap to economically fix the exposure to changes in interest rates related to the variable-rate non-recourse debt at our wholly owned subsidiary Epsilon Power Partners. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.29%. In June 2010, the swap agreement was amended to reduce the fixed interest rate 4.24% and extend the maturity date from July 2012 to July 2019. The notional amount of the swap matches the outstanding principal balance over the remaining life of Epsilon Power Partners' debt. This interest rate swap agreement is not designated as a hedge and changes in its fair market value are recorded in the consolidated statements of operations.

• Foreign currency forward contracts

        We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates, as we generate cash flow in U.S. dollars and Canadian dollars but pay dividends to shareholders and interest on convertible debentures and long-term debt predominantly in Canadian dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the long-term sustainability of dividends to shareholders. We have executed this strategy by entering into forward contracts to purchase Canadian dollars at a fixed rate to hedge approximately 85% of our expected dividend and convertible debenture interest payments through 2015. Changes in the fair value of the forward contracts partially offset foreign exchange gain or losses on the U.S. dollar equivalent of our Canadian dollar obligations. At March 31, 2012, the forward contracts consist of (1) monthly purchases through the end of 2013 of Cdn$6.0 million at an exchange rate of Cdn$1.134 per U.S. dollar and (2) contracts assumed in our acquisition of the Partnership with various expiration dates through December 2015 to purchase a total of Cdn$123.0 million at an average exchange rate of Cdn$1.127 per U.S. dollar. It is our intention to periodically consider extending the length or terminating these forward contracts.

• Volume of forecasted transactions

        We have entered into derivative instruments in order to economically hedge the following notional volumes of forecasted transactions as summarized below, by type, excluding those derivatives that qualified for the normal purchases and normal sales exception as of March 31, 2012 and December 31, 2011:

	Units	March 31, 2012		December 31, 2011
Natural gas swaps	Natural gas (Mmbtu)		12,870		14,140
Gas purchase agreements	Natural gas (GJ)		31,785		33,957
Interest rate swaps	Interest (US$)	$	51,376	$	52,711
Currency forwards	Cdn$	$	248,986	$	312,533

• Fair value of derivative instruments

        We have elected to disclose derivative instrument assets and liabilities on a trade-by-trade basis and do not offset amounts at the counterparty master agreement level. The following table summarizes the fair value of our derivative assets and liabilities:

	March 31, 2012
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,747
Interest rate swaps long-term		—		4,627
Total derivative instruments designated as cash flow hedges		—		6,374
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,755
Interest rate swaps long-term		—		7,919
Foreign currency forward contracts current		10,610		—
Foreign currency forward contracts long-term		16,589		—
Natural gas swaps current		—		16,706
Natural gas swaps long-term		—		19,838
Gas purchase agreements current		—		28,960
Gas purchase agreements long-term		—		77,351
Total derivative instruments not designated as cash flow hedges		27,199		153,529
Total derivative instruments	$	27,199	$	159,903

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

• Accumulated other comprehensive income

        The following table summarizes the changes in the accumulated other comprehensive income (loss) ("OCI") balance attributable to derivative financial instruments designated as a hedge, net of tax:

For the three month period ended March 31, 2012	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Change in fair value of cash flow hedges		15			—			15
Realized from OCI during the period		287			(57	)		230
Accumulated OCI balance at March 31, 2012	$	(1,402	)	$	264		$	(1,138	)

For the three month period ended March 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		721			—			721
Realized from OCI during the period		(360	)		(89	)		(449	)
Accumulated OCI balance at March 31, 2011	$	(66	)	$	593		$	527

        A $5.1 million loss was deferred in other comprehensive loss for natural gas swap contracts accounted for as cash flow hedges prior to July 1, 2009 when hedge accounting for these natural gas swaps was discontinued prospectively. Amortization of the remaining loss (income) in other comprehensive income of $0.1 million was recorded in change in fair value of derivative instruments for the three month periods ended March 31, 2012 and 2011, respectively.

• Impact of derivative instruments on the consolidated statements of operations

        The following table summarizes realized (gains) and losses for derivative instruments not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Fuel	$	4,815		$	2,476
Gas purchase agreements	Fuel		10,829			—
Foreign currency forwards	Foreign exchange (gain) loss		(11,930	)		(2,537	)
Interest rate swaps	Interest, net		1,157			976

        The following table summarizes the unrealized gains and (losses) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

		Three months ended
	Classification of (gain) loss recognized in income	March 31, 2012			March 31, 2011
Natural gas swaps	Change in fair value of derivatives	$	1,795		$	2,883
Gas purchase agreements	Change in fair value of derivatives		57,877			—
Interest rate swaps	Change in fair value of derivatives		(1,550	)		678
		$	58,122		$	4,239
Foreign currency forwards	Foreign exchange (gain) loss	$	5,210		$	(3,436	)

12. Accounting for derivative instruments and hedging activities

        We recognize all derivative instruments on the balance sheet as either assets or liabilities and measure them at fair value each reporting period. For certain contracts designated as cash flow hedges, we defer the effective portion of the change in fair value of the derivatives to accumulated other comprehensive income (loss), until the hedged transactions occur and are recognized in earnings. The ineffective portion of a cash flow hedge is immediately recognized in earnings.

        For derivatives that are not designated as cash flow hedges, the changes in the fair value are immediately recognized in earnings. The guidelines apply to our natural gas swaps, interest rate swaps, and foreign exchange contracts.

• Natural gas swaps

        The operating margin at our 50% owned Orlando project is exposed to changes in natural gas prices following the expiration of its fuel contract at the end of 2013. In the third quarter of 2010 we entered into natural gas swaps in order to effectively fix the price of 1.2 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2014 and 2015. In the third quarter of 2011, we entered into additional natural gas swaps for 2014 and 2015 increasing the total to 2.0 million Mmbtu or approximately 40% of our share of expected natural gas purchases for that period. Also in the third quarter of 2011, we entered into natural gas swaps to effectively fix the price of 1.3 million Mmbtu of future natural gas purchases representing approximately 25% of our share of the expected natural gas purchases at the project during 2016 and 2017.

        The Lake project's operating margin is exposed to changes in natural gas spot market prices through the expiration of its PPA on July 31, 2013. The Auburndale project purchases natural gas under a fuel supply agreement that provides approximately 80% of the project's fuel requirements at fixed prices through June 30, 2012. The remaining 20% is purchased at spot market prices and therefore the project is exposed to changes in natural gas prices for that portion of its gas requirements through the termination of the fuel supply agreement and 100% of its natural gas requirements from the expiration of the fuel supply agreement in mid-2012 until the termination of its PPA at the end of 2013.

        Our strategy to mitigate the future exposure to changes in natural gas prices at Orlando, Lake and Auburndale consists of periodically entering into financial swaps that effectively fix the price of natural gas expected to be purchased at these projects. These natural gas swaps are derivative financial instruments and are recorded in the consolidated balance sheet at fair value and the changes in their fair market value are recorded in the consolidated statement of operations.

• Interest rate swaps

        The Cadillac project has an interest rate swap agreement that effectively fixes the interest rate at 6.02% from February 16, 2011 to February 15, 2015, 6.14% from February 16, 2015 to February 15, 2019, 6.26% from February 16, 2019 to February 15, 2023, and 6.38% thereafter. The notional amount of the interest rate swap agreement matches the outstanding principal balance over the remaining life of Cadillac's debt. This swap agreement, which qualifies for and is designated as a cash flow hedge, is effective through June 2025 and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Auburndale project hedged a portion of its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 3.12%. The notional amount of the swap matches the outstanding principal balance over the remaining life of Auburndale's debt. This swap agreement is effective through November 30, 2013. The interest rate swap agreement was designated as a cash flow hedge of the forecasted interest payments under the project-level Auburndale debt agreement and changes in the fair market value is recorded in accumulated other comprehensive income.

        The Piedmont project has interest rate swap agreements to economically fix its exposure to changes in interest rates related to its variable-rate debt. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 1.7% plus an applicable margin ranging from 3.5% to 3.75% from March 31, 2011 to February 29, 2016. From February 2016 until the maturity of the debt in November 2017, the fixed rate of the swap is 4.47% and the applicable margin is 4.0%, resulting in an all-in rate of 8.47%. The swap continues at the fixed rate of 4.47% from the maturity of the debt in November 2017 until November 2030. The notional amounts of the interest rate swap agreements match the estimated outstanding principal balance of Piedmont's cash grant bridge loan and the construction loan facility that will convert to a term loan. The interest rate swaps were executed on October 21, 2010 and November 2, 2010 and expire on February 29, 2016 and November 30, 2030, respectively. The interest rate swap agreements are not designated as hedges, and changes in their fair market value are recorded in the consolidated statements of operations.

        In July 2007, we executed an interest rate swap to economically fix the exposure to changes in interest rates related to the variable-rate non-recourse debt at our wholly-owned subsidiary Epsilon Power Partners. The interest rate swap agreement effectively converted the floating rate debt to a fixed interest rate of 5.29%. In June 2010, the swap agreement was amended to reduce the fixed interest rate 4.24% and extend the maturity date from July 2012 to July 2019. The notional amount of the swap matches the outstanding principal balance over the remaining life of Epsilon Power Partners' debt. This interest rate swap agreement is not designated as a hedge and changes in its fair market value are recorded in the consolidated statements of operations.

• Foreign currency forward contracts

        We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates, as we generate cash flow in U.S. dollars and Canadian dollars but pay dividends to shareholders and interest on convertible debentures predominantly in Canadian dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the long-term sustainability of dividends to shareholders. We have executed this strategy by entering into forward contracts to purchase Canadian dollars at a fixed rate to hedge approximately 99% of our expected dividend and convertible debenture interest payments through 2015. Changes in the fair value of the forward contracts partially offset foreign exchange gain or losses on the U.S. dollar equivalent of our Canadian dollar obligations. At December 31, 2011, the forward contracts consist of (1) monthly purchases through the end of 2013 of Cdn$6.0 million at an exchange rate of Cdn$1.134 per U.S. dollar and (2) contracts assumed in our acquisition of the Partnership with various expiration dates through December 2015 to purchase a total of Cdn$215.5 million at an average exchange rate of Cdn$1.134 per U.S. dollar. It is our intention to periodically consider extending the length or terminating these forward contracts.

• Volume of forecasted transactions

        We have entered into derivative instruments in order to economically hedge the following notional volumes of forecasted transactions as summarized below, by type, excluding those derivatives that qualified for the normal purchases and normal sales exception as of December 31, 2011 and 2010:

	Units	December 31, 2011		December 31, 2010
Natural gas swaps	Natural gas (Mmbtu)		14,140		15,540
Interest rate swaps	Interest (US$)	$	52,711	$	44,228
Currency forwards	Cdn$	$	312,533	$	219,800

• Fair value of derivative instruments

        We have elected to disclose derivative instrument assets and liabilities on a trade-by-trade basis and do not offset amounts at the counterparty master agreement level. The following table summarizes the fair value of our derivative assets and liabilities:

	December 31, 2011
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	1,561
Interest rate swaps long-term		—		5,317
Total derivative instruments designated as cash flow hedges		—		6,878
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		2,587
Interest rate swaps long-term		—		9,637
Foreign currency forward contracts current		10,630		224
Foreign currency forward contracts long-term		22,224		221
Natural gas swaps current		—		16,439
Natural gas swaps long-term		—		18,216
Total derivative instruments not designated as cash flow hedges		32,854		47,324
Total derivative instruments	$	32,854	$	54,202

	December 31, 2010
	Derivative Assets		Derivative Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	2,124
Interest rate swaps long-term		—		2,626
Total derivative instruments designated as cash flow hedges		—		4,750
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		—		1,286
Interest rate swaps long-term		3,299		2,000
Foreign currency forward contracts current		8,865		—
Foreign currency forward contracts long-term		14,585		—
Natural gas swaps current		—		6,599
Natural gas swaps long-term		—		16,917
Total derivative instruments not designated as cash flow hedges		26,749		26,802
Total derivative instruments	$	26,749	$	31,552

• Accumulated other comprehensive income

        The following table summarizes the changes in the accumulated other comprehensive income (loss) ("OCI") balance attributable to derivative financial instruments designated as a hedge, net of tax:

For the year ended December 31, 2011	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2011	$	(427	)	$	682		$	255
Change in fair value of cash flow hedges		(2,647	)		—			(2,647	)
Realized from OCI during the period		1,370			(361	)		1,009
Accumulated OCI balance at December 31, 2011	$	(1,704	)	$	321		$	(1,383	)
Gains (losses) expected to be realized from OCI in the next 12 months, net of $471 tax	$	936		$	(230	)	$	706

For the year ended December 31, 2010	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2010	$	(538	)	$	(321	)	$	(859	)
Change in fair value of cash flow hedges		(360	)		—			(360	)
Realized from OCI during the period		471			1,003			1,474
Accumulated OCI balance at December 31, 2010	$	(427	)	$	682		$	255

For the year ended December 31, 2009	Interest Rate Swaps			Natural Gas Swaps			Total
Accumulated OCI balance at January 1, 2009	$	(501	)	$	(2,635	)	$	(3,136	)
Change in fair value of cash flow hedges		(565	)		(1,985	)		(2,550	)
Realized from OCI during the period		528			4,299			4,827
Accumulated OCI balance at December 31, 2009	$	(538	)	$	(321	)	$	(859	)

        A $5.1 million loss was deferred in other comprehensive loss for natural gas swap contracts accounted for as cash flow hedges prior to July 1, 2009 when hedge accounting for these natural gas swaps was discontinued prospectively. Amortization of the remaining loss (income) in other comprehensive income of $(0.6) million, $1.7 million, and $7.2 million was recorded in change in fair value of derivative instruments for the years ended December 31, 2011, 2010 and 2009, respectively.

• Impact of derivative instruments on the consolidated income statements

        The following table summarizes realized (gains) and losses for derivative instruments not designated as cash flow hedges:

		Year ended December 31,
	Classification of (gain) loss recognized in income
		2011		2010			2009
Natural gas swaps	Fuel	$	9,269	$	9,141		$	10,089
Interest rate swaps	Interest, net		4,166		1,664			1,446
Foreign currency forwards	Foreign exchange (gain) loss		5,201		(6,625	)		(3,864	)

        The following table summarizes the unrealized gains and (losses) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

		Year ended December 31,
	Classification of (gain) loss recognized in income
		2011		2010			2009
Natural gas swaps	Change in fair value of derivatives	$	10,540	$	17,470		$	(7,182	)
Interest rate swaps	Change in fair value of derivatives		12,236		(3,423	)		369
		$	22,776	$	14,047		$	(6,813	)
Forward currency forwards	Foreign exchange (gain) loss	$	14,211	$	(3,542	)	$	(31,138	)

XML

Basic and diluted earnings (loss) per share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Numerator:
Net income (loss) attributable to Atlantic Power Corporation		$ (29,830,000)	$ (27,900,000)	$ 13,186,000	$ 6,136,000	$ 1,304,000	$ (438,000)	$ 1,445,000	$ (6,063,000)	$ (38,408)	$ (3,752)	$ (38,486)
Denominator:
Weighted average basic shares outstanding		113,088,000	68,910,000	68,573,000	67,654,000	65,388,000	60,511,000	60,481,000	60,404,000	77,466	61,706	60,632
Dilutive potential shares:
Convertible debentures (in shares)	13,252				14,809					13,962	12,339	5,095
LTIP notional units (in shares)	478				517					438	542	476
Potentially dilutive shares		113,088,000	68,910,000	82,939,000	82,980,000	80,966,000	60,511,000	72,363,000	60,404,000	77,466	61,706	60,632
Diluted EPS (in dollars per share)	$ (0.37)	$ (0.26)	$ (0.40)	$ 0.18	$ 0.09	$ 0.02	$ (0.01)	$ 0.02	$ (0.10)	$ (0.50)	$ (0.06)	$ (0.63)

XML

Other long-term liabilities

12 Months Ended

Dec. 31, 2011

Other long-term liabilities

Other long-term liabilities

8. Other long-term liabilities

        Other long-term liabilities consist of the following:

	2011		2010
Asset retirement obligations	$	52,336	$	—
Net pension liability		2,243		—
Deferred revenue		1,623		—
Other		1,657		2,376
	$	57,859	$	2,376

        We assumed asset retirement obligations in our acquisition of the Partnership. We recorded these retirement obligations as it is legally required to remove these facilities at the end of their useful lives and restore the sites to their original condition. The following table represents the fair value of ARO obligations at the date of acquisition along with the additions, reductions and accretion related to our ARO obligations for the year ended December 31, 2011:

	2011
Asset retirement obligations beginning of year	$	—
Asset retirement obligations assumed in acquisition		52,230
Accretion of asset retirement obligations		223
Foreign currency translation adjustments		(117	)
Asset retirement obligations, end of year	$	52,336

XML

Inventory (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Inventory
Parts and other consumables		$ 11,884	$ 3,592
Fuel		6,744	1,906
Total inventory	$ 18,214	$ 18,628	$ 5,498

XML

Income taxes

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Income taxes

Income taxes

8. Income taxes

        The difference between the actual tax benefit of $16.3 million for the three months ended March 31, 2012 and the expected income tax benefit, based on a the Canadian enacted statutory rate of 25%, of $13.9 million is primarily due to taxable losses in higher state and local tax jurisdictions.

	Three months ended March 31,
	2012			2011
Current income tax expense (benefit)	$	1,385		$	(488	)
Deferred tax expense (benefit)		(17,676	)		2,011
Total income tax expense (benefit)	$	(16,291	)	$	1,523

        As of March 31, 2012, we have recorded a valuation allowance of $97.4 million. This amount is comprised primarily of provisions against available Canadian and U.S. net operating loss carryforwards. In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies.

13. Income taxes

	2011			2010		2009
Current income tax expense (benefit)	$	1,584		$	960	$	(9,257	)
Deferred tax expense (benefit)		(9,908	)		17,964		(6,436	)
Total income tax expense (benefit)	$	(8,324	)	$	18,924	$	(15,693	)

        The following is a reconciliation of income taxes calculated at the Canadian enacted statutory rate of 26.5%, 28.5%, and 30.0% at December 31, 2011, 2010 and 2009, respectively, to the provision for income taxes in the consolidated statements of operations:

	2011			2010		2009
Computed income taxes at Canadian statutory rate	$	(11,651	)	$	4,295	$	(16,254	)
Increases (decreases) resulting from:
Operating countries with different income tax rates		(5,636	)		1,537		(5,418	)
	$	(17,287	)	$	5,832	$	(21,672	)
Valuation allowance		9,373			12,289		22,005
		(7,914	)		18,121		333
Dividend withholding tax		371			765		—
Foreign exchange		(113	)		—		—
Permanent differences		(1,479	)		—		(1,131	)
Canadian loss carryforwards		—			—		(13,204	)
Non-deductible acquisition costs		4,287			—		—
Non-deductible interest expense		2,134			—		—
Federal grant		(6,573	)		—		—
Prior year true-up		2,246			—		(1,970	)
Other		(1,283	)		38		279
		(410	)		803		(16,026	)
	$	(8,324	)	$	18,924	$	(15,693	)

        The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2011 and 2010 are presented below:

	2011			2010
Deferred tax assets:
Intangible assets	$	—		$	37,488
Loss carryforwards		122,472			58,702
Other accrued liabilities		28,059			18,869
Issuance costs		6,532			2,312
Disallowed interest carryforward		9,189			—
Unrealized foreign exchange gain		441			—
Other		—			130
Total deferred tax assets		166,693			117,501
Valuations allowance		(89,020	)		(79,420	)
		77,673			38,081
Deferred tax liabilities:
Intangible assets		(121,055	)		—
Property, plant and equipment		(133,689	)		(66,535	)
Natural gas and interest rate hedges		—			(170	)
Derivative contracts		(4,752	)		—
Unrealized foreign exchange gain		—			(815	)
Other long-term investments		(921	)		—
Other		(181	)		—
Total deferred tax liabilities		(260,598	)		(67,520	)
Net deferred tax liability	$	(182,925	)	$	(29,439	)

        The following table summarizes the net deferred tax position as of December 31, 2011 and 2010:

	2011			2010
Long-term deferred tax liabilities, net		(182,925	)		(29,439	)
Net deferred tax liabilities	$	(182,925	)	$	(29,439	)

        As of December 31, 2011, we have recorded a valuation allowance of $89.0 million. This amount is comprised primarily of provisions against available Canadian and U.S. net operating loss carryforwards. In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies.

        As of December 31, 2011, we had the following net operating loss carryforwards that are scheduled to expire in the following years:

2022	$	4,245
2023		9,320
2024		8,504
2025		243
2026		5,865
2027		70,447
2028		103,477
2029		79,911
2030		25,941
2031		44,922
	$	352,875

XML

Property, plant and equipment

12 Months Ended

Dec. 31, 2011

Property, plant and equipment

Property, plant and equipment

6. Property, plant and equipment

	2011			2010			Depreciable Lives
Land	$	8,868		$	3,321
Office equipment, machinery and other		7,633			8,040		3 – 10 years
Leasehold improvements		3,413			2,810		7 – 15 years
Plant in service		1,487,375			349,411		1 – 45 years
		1,507,289			363,582
Foreign currency translation adjustment		(2,748	)		—
Less accumulated depreciation		(116,287	)		(91,752	)
	$	1,388,254		$	271,830

        Depreciation expense of $24.3 million, $11.1 million and $11.1 million was recorded for the years ended December 31, 2011, 2010 and 2009, respectively.

XML

Goodwill, transmission system rights and other intangible assets and liabilities

12 Months Ended

Dec. 31, 2011

Goodwill, transmission system rights and other intangible assets and liabilities

Goodwill, transmission system rights and other intangible assets and liabilities

7. Goodwill, transmission system rights and other intangible assets and liabilities

        The following table details the changes in the carrying amount of goodwill by operating segment:

	Northeast		Northwest		Southwest		Un-allocated Corporate		Total
Balance at December 31, 2009	$	—	$	—	$	8,918	$	—	$	8,918
Acquisition of businesses		—		—		—		3,535		3,535
Balance at December 31, 2010		—		—		8,918		3,535		12,453
Acquisition of businesses		135,268		138,263		57,602		—		331,133
Balance at December 31, 2011	$	135,268	$	138,263	$	66,520	$	3,535	$	343,586

        Other intangible assets include power purchase agreements, fuel supply agreements and development costs. Transmission system rights represent the long-term right to approximately 72% of the regulated revenues of the Path 15 transmission line.

        The following tables summarize the components of our intangible assets and other liabilities subject to amortization for the years ended December 31, 2011 and 2010:

				Other Intangible Assets, Net
	Transmission System Rights			Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2011	$	231,669		$	639,699		$	33,845		$	1,786	$	675,330
Foreign currency translation adjustment		—			(877	)		—			—		(877	)
Less: accumulated amortization		(51,387	)		(63,908	)		(26,271	)		—		(90,179	)
Net carrying amount, December 31, 2011	$	180,282		$	574,914		$	7,574		$	1,786	$	584,274

			Power Purchase and Fuel Supply Agreement Liabilities, Net
	Transmission System Rights		Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2011	$	—	$	(35,288	)	$	(38,106	)	$	—	$	(73,394	)
Foreign currency translation adjustment		—		127			121			—		248
Less: accumulated amortization		—		398			973			—		1,371
Net carrying amount, December 31, 2011	$	—	$	(34,763	)	$	(37,012	)	$	—	$	(71,775	)

				Other Intangible Assets, Net
	Transmission System Rights			Power Purchase Agreements			Fuel Supply Agreements			Development Costs		Total
Gross balances, December 31, 2010	$	231,669		$	110,470		$	33,845		$	1,147	$	145,462
Less: accumulated amortization		(43,535	)		(39,190	)		(17,810	)		—		(57,000	)
Net carrying amount, December 31, 2010	$	188,134		$	71,280		$	16,035		$	1,147	$	88,462

        The following table presents amortization of intangible assets for the years ended December 31, 2011, 2010 and 2009:

	2011		2010		2009
Transmission system rights	$	7,852	$	7,849	$	7,849
Power purchase agreements		24,021		12,411		12,406
Fuel supply agreements		7,091		8,461		9,468
Total amortization	$	38,964	$	28,721	$	29,723

        The following table presents estimated future amortization for the next five years related to our transmission system rights, purchase power agreements and fuel supply agreements:

Year Ended December 31,	Transmission System Rights		Power Purchase Agreements		Fuel Supply Agreements
2012	$	7,849	$	69,039	$	1,722
2013		7,849		66,218		(5,852	)
2014		7,849		55,282		(5,852	)
2015		7,849		55,282		(5,852	)
2016		7,849		55,282		(5,852	)

XML

Accounting for derivative instruments and hedging activities (Details 5) (Derivative instruments not designated as cash flow hedges, USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	$ 58,122	$ 4,239	$ 22,776	$ 14,047	$ 6,813
Natural gas swaps | Realized (gains) and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	4,815	2,476	9,269	9,141	10,089
Natural gas swaps | Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	1,795	2,883	10,540	17,470	(7,182)
Gas purchase agreements | Realized (gains) and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	10,829
Gas purchase agreements | Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	57,877	678
Interest rate swaps | Realized (gains) and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	(11,930)	(2,537)	4,166	1,664	1,446
Interest rate swaps | Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	(1,550)	678	12,236	(3,423)	369
Foreign currency forward contracts | Realized (gains) and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	1,157	976	5,201	(6,625)	(3,864)
Foreign currency forward contracts | Unrealized gains and losses
Impact of derivative instruments on the consolidated income statements
Gains and losses for derivative instruments	$ 5,210	$ (3,436)	$ 14,211	$ (3,542)	$ (31,138)

XML

Long-term debt

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Long-term debt.

Long-term debt

5. Long-term debt

        Long-term debt consists of the following:

	March 31, 2012			December 31, 2011			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	460,000		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		210,526			206,490		5.95%
Senior unsecured notes, due July 2014		190,000			190,000		5.90%
Senior unsecured notes, due August 2017		150,000			150,000		5.87%
Senior unsecured notes, due August 2019		75,000			75,000		5.97%
Non-Recourse Debt:
Epsilon Power Partners term facility, due 2019		34,608			34,982		7.40%
Path 15 senior secured bonds		145,880			145,879		7.90% – 9.00%
Auburndale term loan, due 2013		10,150			11,900		5.10%
Cadillac term loan, due 2025		39,631			40,231		6.02% – 8.00%
Piedmont construction loan, due 2013		108,863			100,796		Libor plus 3.50%
Canadian Hills construction loan, due 2013		176,149			—		Libor plus 3.00%
Purchase accounting fair value adjustments		10,398			10,580
Less current maturities		(246,520	)		(20,958	)
Total long-term debt	$	1,364,685		$	1,404,900

• Notes of Atlantic Power (US) GP

        Atlantic Power (US) GP, an indirect, wholly owned subsidiary acquired in connection with the acquisition of the Partnership, has outstanding $150.0 million aggregate principal amount of 5.87% senior guaranteed notes, Series A, due August 2017 (the "Series A Notes"). Interest on the Series A Notes is payable semi-annually at 5.87%. Atlantic Power (US) GP also has outstanding $75.0 million aggregate principal amount of 5.97% senior guaranteed notes, Series B, due August 2019 (the "Series B Notes"). Interest on the Series B Notes is payable semi-annually at 5.97%. The Series A Notes and Series B Notes are guaranteed by the Partnership and by Curtis Palmer LLC, a wholly-owned subsidiary of the Partnership.

• Non-Recourse Debt

        Project-level debt of our consolidated projects is secured by the respective project and its contracts with no other recourse to us. Project-level debt generally amortizes during the term of the respective revenue generating contracts of the projects. The loans have certain financial covenants that must be met. At March 31, 2012, all of our projects were in compliance with the covenants contained in project-level debt. However, our Epsilon Power Partners, Selkirk, Delta-Person and Gregory projects had not achieved the levels of debt service coverage ratios required by the project-level debt arrangements as a condition to make distributions and were therefore restricted from making distributions to us.

• Senior Credit Facility

        As of March 31, 2012, $72.8 million was drawn on the senior credit facility and $139.1 million was issued in letters of credit, but not drawn, to support contractual credit requirements at several of our projects and the applicable margin was 2.75%.

9. Long-term debt

        Long-term debt consists of the following:

	December 31, 2011			December 31, 2010			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	—		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		206,490			—		5.95%
Senior unsecured notes, due July 2014		190,000			—		5.90%
Senior unsecured notes, due August 2017		150,000			—		5.87%
Senior unsecured notes, due August 2019		75,000			—		5.97%
Non-Recourse Debt:
Epsilon Power Partners term faciliy, due 2019		34,982			36,482		7.40%
Path 15 senior secured bonds		145,879			153,868		7.90% – 9.00%
Auburndale term loan, due 2013		11,900			21,700		5.10%
Cadillac term loan, due 2025		40,231			42,531		6.02% – 8.00%
Piedmont construction loan, due 2013		100,796			—		Libor plus 3.50%
Purchase accounting fair value adjustments		10,580			11,305
Less current maturities		(20,958	)		(21,587	)
Total long-term debt	$	1,404,900		$	244,299

• Notes of Atlantic Power Corporation

        On November 4, 2011, we completed a private placement of $460.0 million aggregate principal amount of 9.0% senior notes due 2018 (the "Atlantic Notes" or "Senior Notes") to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The Senior Notes were issued at an issue price of 97.471% of the face amount of the Atlantic Notes for aggregate gross proceeds to us of $448.0 million. The Atlantic Notes are senior unsecured obligations, guaranteed by certain of our subsidiaries.

• Notes of the Partnership

        The Partnership, a wholly-owned subsidiary acquired on November 5, 2011, has outstanding Cdn$210.0 million ($206.5 million at December 31, 2011) aggregate principal amount of 5.95% senior unsecured notes, due June 2036 (the "Partnership Notes"). Interest on the Partnership Notes is payable semi-annually at 5.95%. Pursuant to the terms of the Partnership Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership. The Partnership Notes are guaranteed by Atlantic Power Preferred Equity Ltd., an indirect, wholly-owned subsidiary acquired in connection with the acquisition of the Partnership.

• Notes of Curtis Palmer LLC

        Curtis Palmer LLC has outstanding $190.0 million aggregate principal amount of 5.90% senior unsecured notes, due July 2014 (the "Curtis Palmer Notes"). Interest on the Curtis Palmer Notes is payable semi-annually at 5.90%. Pursuant to the terms of the Curtis Palmer Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership. The Curtis Palmer Notes are guaranteed by the Partnership.

• Notes of Atlantic Power (US) GP

        Atlantic Power (US) GP, an indirect, wholly-owned subsidiary acquired in connection with the acquisition of the Partnership, has outstanding $150.0 million aggregate principal amount of 5.87% senior guaranteed notes, Series A, due August 2017 (the "Series A Notes"). Interest on the Series A Notes is payable semi-annually at 5.87%. Atlantic Power (US) GP has also outstanding $75.0 million aggregate principal amount of 5.97% senior guaranteed notes, Series B, due August 2019 (the "Series B Notes"). Interest on the Series B Notes is payable semi-annually at 5.97%. Pursuant to the terms of the Series A Notes and the Series B Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership and Atlantic Power (US) GP. The Series A Notes and the Series B Notes are guaranteed by the Partnership and by Curtis Palmer LLC.

• Non-Recourse Debt

        Project-level debt of our consolidated projects is secured by the respective project and its contracts with no other recourse to us. Project-level debt generally amortizes during the term of the respective revenue generating contracts of the projects. The loans have certain financial covenants that must be met. At December 31, 2011, all but one of our projects were in compliance with the covenants contained in project-level debt. The project that was not in compliance with its debt covenants received a waiver from the creditor subsequent to December 31, 2011. However, our Epsilon Power Partners, Selkirk, Delta-Person and Gregory projects had not achieved the levels of debt service coverage ratios required by the project-level debt arrangements as a condition to make distributions and were therefore restricted from making distributions to us.

        The required coverage ratio at Epsilon Power Partners is calculated based on the most recent four quarters cash flow results from Chambers. Reduced cash flows resulted in the project not meeting cash flow coverage ratio tests in its non-recourse debt, so we received no distributions from Chambers in 2009 and in the first nine months of 2010. The Chambers project began to meet the cash flow coverage ratio for its non-recourse debt again as of September 30, 2010, and the project began distributions to our project holding company, Epsilon Power Partners, in October 2010. However, the required cash flow coverage ratio on the debt at Epsilon Power Partners has not been achieved and, as a result, Epsilon has not made any distributions to us during 2009, 2010 and 2011. Based on our current projections, Epsilon will continue receiving distributions from the project in 2012 based on meeting the required debt service coverage ratios, and we expect Epsilon to resume making distributions to us in late 2013.

        The required coverage ratio at Selkirk is calculated based on both historical project cash flows for the previous six months, as well as projected project cash flows for the next six months. Increased natural gas transportation costs attributable to a contractual price increase at Selkirk are the primary contributors to the project not currently meeting its minimum coverage ratio. The Selkirk debt will be paid in full during 2012, after which we expect to resume receiving distributions from the project.

        The required coverage ratio at Delta-Person is based on the most recent four-quarter period. The higher operations and maintenance costs caused Delta-Person to fail its debt service coverage ratio and restrict cash distributions for 2010 and 2011.

        The required coverage ratio at Gregory is calculated based on both historical project cash flows for the previous six months, as well as projected cash flows for the next six months. Increased fuel costs in 2011 attributable to fuel hedges that expired at the end of 2010 are the primary contributors to the project not currently meeting its debt service coverage ratio requirements.

• Senior Credit Facility

        On November 4, 2011, we entered into an Amended and Restated Credit Agreement, pursuant to which we increased the capacity under our existing credit facility from $100.0 million to $300.0 million on a senior secured basis, $200.0 million of which may be utilized for letters of credit. Borrowings under the facility are available in U.S. dollars and Canadian dollars and bear interest at a variable rate equal to the U.S. Prime Rate, the London Interbank Offered Rate or the Canadian Prime Rate, as applicable, plus an applicable margin of between 0.75% and 3.00% that varies based on our corporate credit rating. The credit facility matures on November 4, 2015.

        The credit facility contains representations, warranties, terms and conditions customary for credit facilities of this type. We must meet certain financial covenants under the terms of the credit facility, which are generally based on ratios of debt to EBITDA and EBITDA to interest. The credit facility is secured by pledges of certain assets and interests in certain subsidiaries. We expect to remain in compliance with the covenants of the credit facility for at least the next 12 months.

        As of December 31, 2011, the applicable margin was 2.75%. As of December 31, 2011, $58.0 million was drawn on the senior credit facility and $107.3 million was issued in letters of credit, but not drawn, to support contractual credit requirements at several of our projects.

        Principal payments on the maturities of our debt due in the next five years and thereafter are as follows:

2012	$	20,958
2013		75,059
2014		209,854
2015		21,771
2016		21,677
Thereafter		1,065,959
	$	1,415,278

XML

Goodwill, transmission system rights and other intangible assets and liabilities (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Transmission system rights
Estimated future amortization
2012	$ 7,849
2013	7,849
2014	7,849
2015	7,849
2016	7,849
Power Purchase Agreements
Estimated future amortization
2012	69,039
2013	66,218
2014	55,282
2015	55,282
2016	55,282
Fuel Supply Agreements
Estimated future amortization
2012	1,722
2013	(5,852)
2014	(5,852)
2015	(5,852)
2016	$ (5,852)

XML

Fair value of financial instruments (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Fair value of financial instruments

Schedule of recurring measurements of fair value hierarchy of financial assets and liabilities

	March 31, 2012
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	106,609	$	—	$	—	$	106,609
Restricted cash		27,761		—		—		27,761
Derivative instruments asset		—		27,199		—		27,199
Total	$	134,370	$	27,199	$	—	$	161,569
Liabilities:
Derivative instruments liability	$	—	$	159,903	$	—	$	159,903
Total	$	—	$	159,903	$	—	$	159,903

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	60,651	$	—	$	—	$	60,651
Restricted cash		21,412		—		—		21,412
Derivative instruments asset		—		32,414		—		32,414
Total	$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability	$	—	$	53,762	$	—	$	53,762
Total	$	—	$	53,762	$	—	$	53,762

	December 31, 2011
		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents		$	60,651	$	—	$	—	$	60,651
Restricted cash			21,412		—		—		21,412
Derivative instruments asset			—		32,414		—		32,414
Total		$	82,063	$	32,414	$	—	$	114,477
Liabilities:
Derivative instruments liability		$	—	$	53,762	$	—	$	53,762
Total		$	—	$	53,762	$	—	$	53,762

	December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	45,497	$	—	$	—	$	45,497
Restricted cash		15,744		—		—		15,744
Derivative instruments asset		—		26,749		—		26,749
Total	$	61,241	$	26,749	$	—	$	87,990
Liabilities:
Derivative instruments liability	$	—	$	31,552	$	—	$	31,552
Total	$	—	$	31,552	$	—	$	31,552

XML

Segment and geographic information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Segment and related information
Operating revenues		$ 125,639,000	$ 52,333,000	$ 53,258,000	$ 53,665,000	$ 46,092,000	$ 54,039,000	$ 47,904,000	$ 47,221,000	$ 284,895	$ 195,256	$ 179,517
Segment assets	3,475,710	3,248,427			1,007,801	1,013,012				3,248,427	1,013,012	869,576
Goodwill	343,586	343,586				12,453				343,586	12,453	8,918
Capital expenditures										115,107	46,695	2,016
Project Adjusted EBITDA	92,851				35,993					185,278	152,584	144,179
Change in fair value of derivative instruments	58,422				(2,784)					25,334	17,643	5,047
Depreciation and amortization	49,945				17,437					95,564	65,791	67,643
Interest, net	8,868				6,240					27,990	23,628	31,511
Other project (income) expense	266				231					2,411	3,643	(8,437)
Project income		1,728,000	4,351,000	13,031,000	14,869,000	14,840,000	7,634,000	15,541,000	3,864,000	33,979	41,879	48,415
Administration	7,833				4,054					38,108	16,149	26,028
Interest, net	22,036				3,968					25,998	11,701	55,698
Foreign exchange loss	986				(658)					13,838	(1,014)	20,506
Other (income) expense, net											(26)	362
Income (loss) from operations before income taxes	(55,505)				7,505					(43,965)	15,069	(54,179)
Income tax expense (benefit)	(16,291)				1,523					(8,324)	18,924	(15,693)
Net loss	(39,214)				5,982					(35,641)	(3,855)	(38,486)
North East
Segment and related information
Operating revenues										58,201	596
Segment assets	1,198,652	1,153,627			288,774	285,711				1,153,627	285,711	199,959
Goodwill		135,268								135,268
Capital expenditures										965	123
Project Adjusted EBITDA	42,398				7,488					59,299	36,030	32,435
Change in fair value of derivative instruments	58,016				490					3,624	3,470	(1,569)
Depreciation and amortization	17,447				4,596					30,818	15,653	14,286
Interest, net	4,738				2,434					11,512	8,321	10,450
Other project (income) expense	242				200					2,406	1,592	6,672
Project income										10,939	6,994	2,596
Income (loss) from operations before income taxes	(38,045)				(232)					10,939	6,994	2,596
Net loss	(38,045)				(232)					10,939	6,994	2,596
South East
Segment and related information
Operating revenues										160,911	163,205	148,517
Segment assets	431,046	428,996			360,763	342,608				428,996	342,608	327,844
Capital expenditures										113,826	46,397	1,954
Project Adjusted EBITDA	21,674				19,588					79,445	78,245	75,265
Change in fair value of derivative instruments	406				(3,274)					22,031	14,173	6,616
Depreciation and amortization	9,372				9,434					37,627	37,630	41,014
Interest, net	169				309					1,022	1,611	6,084
Other project (income) expense	14				31					67	135	(15,788)
Project income										18,698	24,696	37,339
Income (loss) from operations before income taxes	11,713				13,088					18,698	24,696	37,339
Net loss	11,713				13,088					18,698	24,696	37,339
North West
Segment and related information
Operating revenues										8,982
Segment assets	825,138	798,475			47,156	47,687				798,475	47,687	7,003
Goodwill		138,263								138,263
Capital expenditures										65
Project Adjusted EBITDA	13,439				866					11,363	736	822
Depreciation and amortization	10,426				439					9,554	364	365
Interest, net	1,096				370					2,877	(1)	(1)
Other project (income) expense	7									(206)	47
Project income										(862)	326	458
Income (loss) from operations before income taxes	1,910				57					(862)	326	458
Net loss	1,910				57					(862)	326	458
South West
Segment and related information
Operating revenues										55,501	30,318	31,000
Segment assets	940,675	743,574			226,542	222,437				743,574	222,437	232,179
Goodwill		66,520				8,918				66,520	8,918	8,918
Capital expenditures										169
Project Adjusted EBITDA	18,764				8,501					37,717	37,867	35,891
Depreciation and amortization	12,657				2,961					17,495	12,100	11,964
Interest, net	2,808				3,089					12,538	13,700	14,960
Other project (income) expense	82									26	2,080	679
Project income										7,658	9,987	8,288
Income (loss) from operations before income taxes	3,217				2,451					7,658	9,987	8,288
Net loss	3,217				2,451					7,658	9,987	8,288
Un-allocated Corporate
Segment and related information
Operating revenues										1,300	1,137
Segment assets	80,199	123,755			84,566	114,569				123,755	114,569	102,591
Goodwill		3,535				3,535				3,535	3,535
Capital expenditures										82	175	62
Project Adjusted EBITDA	(3,424)				(450)					(2,546)	(294)	(234)
Change in fair value of derivative instruments										(321)
Depreciation and amortization	43				7					70	44	14
Interest, net	57				38					41	(3)	18
Other project (income) expense	(79)									118	(211)
Project income										(2,454)	(124)	(266)
Administration	7,833				4,054					38,108	16,149	26,028
Interest, net	22,036				3,968					25,998	11,701	55,698
Foreign exchange loss	986				658					13,838	(1,014)	20,506
Other (income) expense, net											(26)	362
Income (loss) from operations before income taxes	(34,300)				(7,859)					(80,398)	(26,934)	(102,860)
Income tax expense (benefit)	(16,291)				1,523					(8,324)	18,924	(15,693)
Net loss	$ (18,009)				$ (9,382)					$ (72,074)	$ (45,858)	$ (87,167)

XML

Long-term debt (Details)	12 Months Ended								12 Months Ended				1 Months Ended																																			3 Months Ended	12 Months Ended			12 Months Ended
	Dec. 31, 2010 USD ($)	Dec. 31, 2010 CAD	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($) project	Mar. 31, 2012 Curtis Palmer USD ($)	Dec. 31, 2011 Curtis Palmer USD ($)	Mar. 31, 2012 Guarantor Subsidiaries USD ($)	Dec. 31, 2011 Guarantor Subsidiaries USD ($)	Dec. 31, 2011 Chambers quarter	Dec. 31, 2011 Selkirk M	Dec. 31, 2011 Delta-Person quarter	Dec. 31, 2011 Gregory M	Nov. 30, 2011 Senior Notes, due 2018 USD ($)	Mar. 31, 2012 Senior Notes, due 2018 USD ($)	Dec. 31, 2011 Senior Notes, due 2018 USD ($)	Nov. 04, 2011 Senior Notes, due 2018 USD ($)	Mar. 31, 2012 Senior unsecured notes, due June 2036 USD ($)	Mar. 31, 2012 Senior unsecured notes, due June 2036 CAD	Dec. 31, 2011 Senior unsecured notes, due June 2036 USD ($)	Dec. 31, 2011 Senior unsecured notes, due June 2036 CAD	Mar. 31, 2012 Senior unsecured notes, due July 2014 USD ($)	Dec. 31, 2011 Senior unsecured notes, due July 2014 USD ($)	Dec. 31, 2011 Senior unsecured notes, due July 2014 Curtis Palmer USD ($)	Mar. 31, 2012 Senior guaranteed notes, due August 2017 USD ($)	Dec. 31, 2011 Senior guaranteed notes, due August 2017 USD ($)	Mar. 31, 2012 Senior guaranteed notes, due August 2019 USD ($)	Dec. 31, 2011 Senior guaranteed notes, due August 2019 USD ($)	Mar. 31, 2012 Epsilon Power Partners term facility, due 2019 USD ($)	Dec. 31, 2011 Epsilon Power Partners term facility, due 2019 USD ($)	Dec. 31, 2010 Epsilon Power Partners term facility, due 2019 USD ($)	Mar. 31, 2012 Path 15 senior secured bonds USD ($)	Dec. 31, 2011 Path 15 senior secured bonds USD ($)	Dec. 31, 2010 Path 15 senior secured bonds USD ($)	Mar. 31, 2012 Path 15 senior secured bonds Minimum	Dec. 31, 2011 Path 15 senior secured bonds Minimum	Mar. 31, 2012 Path 15 senior secured bonds Maximum	Dec. 31, 2011 Path 15 senior secured bonds Maximum	Mar. 31, 2012 Auburndale term loan, due 2013 USD ($)	Dec. 31, 2011 Auburndale term loan, due 2013 USD ($)	Dec. 31, 2010 Auburndale term loan, due 2013 USD ($)	Mar. 31, 2012 Cadillac term loan, due 2025 USD ($)	Dec. 31, 2011 Cadillac term loan, due 2025 USD ($)	Dec. 31, 2010 Cadillac term loan, due 2025 USD ($)	Mar. 31, 2012 Cadillac term loan, due 2025 Minimum	Dec. 31, 2011 Cadillac term loan, due 2025 Minimum	Mar. 31, 2012 Cadillac term loan, due 2025 Maximum	Dec. 31, 2011 Cadillac term loan, due 2025 Maximum	Mar. 31, 2012 Piedmont bridge loan, due 2013 USD ($)	Dec. 31, 2011 Piedmont bridge loan, due 2013 USD ($)	Dec. 31, 2011 Senior credit facility USD ($)	Mar. 31, 2012 Senior credit facility USD ($)	Dec. 31, 2011 Senior credit facility Minimum M	Dec. 31, 2011 Senior credit facility Maximum
Long-term debt
Total debt				$ 1,415,278,000										$ 460,000,000	$ 460,000,000	$ 460,000,000	$ 210,526,000	210,000,000	$ 206,490,000	210,000,000	$ 190,000,000	$ 190,000,000	$ 190,000,000	$ 150,000,000	$ 150,000,000	$ 75,000,000	$ 75,000,000	$ 34,608,000	$ 34,982,000	$ 36,482,000	$ 145,880,000	$ 145,879,000	$ 153,868,000					$ 10,150,000	$ 11,900,000	$ 21,700,000	$ 39,631,000	$ 40,231,000	$ 42,531,000					$ 108,863,000	$ 100,796,000
Purchase accounting fair value adjustments	11,305,000		10,398,000	10,580,000
Less current maturities	(21,587,000)		(246,520,000)	(20,958,000)			(246,520,000)	(20,958,000)
Total long-term debt	244,299,000		1,364,685,000	1,404,900,000	190,000,000	190,000,000	714,685,000	754,900,000
Interest rate (as a percent)														9.00%	9.00%	9.00%	5.95%	5.95%	5.95%	5.95%	5.90%	5.90%		5.87%	5.87%	5.97%	5.97%	7.40%	7.40%					7.90%	7.90%	9.00%	9.00%	5.10%	5.10%					6.02%	6.02%	8.00%	8.00%
Variable interest rate basis																																																Libor	Libor	U.S. Prime Rate, the London Interbank Offered Rate or the Canadian Prime Rate
Applicable margin (as a percent)																																																3.50%	3.50%	2.75%	2.75%	0.75%	3.00%
Aggregate principal amount of notes issued	80,500,000	80,500,000
Percentage of par value at which debt was issued																97.471%
Gross proceeds from senior notes													448,000,000
Number of projects not in compliance with covenants contained in project level debt				1
Number of quarters used in calculating the debt service coverage ratio									4		4
Period of historical project cash flows used to calculate debt service coverage ratio (in months)										6		6
Period of projected project cash flows used to calculate debt service coverage ratio (in months)										6		6
Maximum borrowing capacity before amendment																																																		100,000,000
Maximum borrowing capacity																																																		300,000,000
Maximum capacity to be utilized for letter of credit																																																		200,000,000
Period for which the entity is expected to remain in compliance with covenants (in months)																																																				12
Amount drawn on the senior credit facility																																																		72,800,000	72,800,000
Letters of credit issued but not drawn																																																		107,300,000	139,100,000
Principal payments on the maturities of debt due in next five years
2012				20,958,000
2013				75,059,000
2014				209,854,000
2015				21,771,000
2016				21,677,000
Thereafter				1,065,959,000
Total				$ 1,415,278,000										$ 460,000,000	$ 460,000,000	$ 460,000,000	$ 210,526,000	210,000,000	$ 206,490,000	210,000,000	$ 190,000,000	$ 190,000,000	$ 190,000,000	$ 150,000,000	$ 150,000,000	$ 75,000,000	$ 75,000,000	$ 34,608,000	$ 34,982,000	$ 36,482,000	$ 145,880,000	$ 145,879,000	$ 153,868,000					$ 10,150,000	$ 11,900,000	$ 21,700,000	$ 39,631,000	$ 40,231,000	$ 42,531,000					$ 108,863,000	$ 100,796,000

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net (loss) income	$ (39,214)	$ 5,982
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	36,468	10,879
Long-term incentive plan expense	1,081	825
Earnings from unconsolidated affiliates	(2,947)	(1,311)
Distributions from unconsolidated affiliates	249	1,450
Unrealized foreign exchange loss	12,916	1,878
Change in fair value of derivative instruments	58,122	(3,561)
Change in deferred income taxes	(17,676)	2,011
Accounts receivable	19,507	(419)
Prepayments, refundable income taxes and other assets	(14,134)	176
Accounts payable and accrued liabilities	10,574	1,937
Other liabilities	1,546	500
Net cash provided by operating activities	66,492	20,347
Cash flows used in investing activities:
Proceeds from (loan to) Idaho Wind		5,110
Change in restricted cash	(6,349)	(7,524)
Biomass development costs	(123)	(308)
Construction in progress	(163,427)	(15,055)
Purchase of property, plant and equipment and intangibles	(716)	(338)
Net cash (used in) provided by investing activities	(170,615)	(18,115)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of project level debt	184,216	2,781
Repayment of project-level debt	(2,725)	(3,400)
Proceeds from revolving credit facility borrowings	22,800
Repayments of revolving credit facility borrowings	(8,000)
Dividends paid	(36,031)	(18,852)
Deferred financing costs	(10,179)
Net cash provided by (used in) financing activities	150,081	(19,471)
Net (decrease) increase in cash and cash equivalents	45,958	(17,239)
Cash and cash equivalents at beginning of year	60,651	45,497
Cash and cash equivalents at end of year	106,609	28,258
Supplemental cash flow information
Interest paid	17,953	4,659
Income taxes paid, net	644	14
Accruals for capital expenditures	$ 3,695

XML

Goodwill, transmission system rights and other intangible assets and liabilities (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Mar. 31, 2012
Components of intangible assets
Gross balance at the end of the period	$ 675,330	$ 145,462
Foreign currency translation adjustment	(877)
Less: accumulated amortization	(90,179)	(57,000)
Net balance at the end of the period	584,274	88,462		597,633
Gross balances at the end of the period	(73,394)
Foreign currency translation adjustment	248
Less: accumulated amortization	1,371
Net balance at the end of the period	(71,775)			(46,811)
Amortization of intangible assets	38,964	28,721	29,723
Transmission system rights
Components of intangible assets
Gross balance at the end of the period	231,669	231,669
Less: accumulated amortization	(51,387)	(43,535)		(53,350)
Net balance at the end of the period	180,282	188,134
Gross balances at the end of the period	0
Less: accumulated amortization	0
Net balance at the end of the period	0
Amortization of intangible assets	7,852	7,849	7,849
Power Purchase Agreements
Components of intangible assets
Gross balance at the end of the period	639,699	110,470
Foreign currency translation adjustment	(877)
Less: accumulated amortization	(63,908)	(39,190)
Net balance at the end of the period	574,914	71,280
Gross balances at the end of the period	(35,288)
Foreign currency translation adjustment	127
Less: accumulated amortization	398
Net balance at the end of the period	(34,763)
Amortization of intangible assets	24,021	12,411	12,406
Fuel Supply Agreements
Components of intangible assets
Gross balance at the end of the period	33,845	33,845
Less: accumulated amortization	(26,271)	(17,810)
Net balance at the end of the period	7,574	16,035
Gross balances at the end of the period	(38,106)
Foreign currency translation adjustment	121
Less: accumulated amortization	973
Net balance at the end of the period	(37,012)
Amortization of intangible assets	7,091	8,461	9,468
Development Costs
Components of intangible assets
Gross balance at the end of the period	1,786	1,147
Net balance at the end of the period	1,786	1,147
Gross balances at the end of the period	0
Less: accumulated amortization	0
Net balance at the end of the period	$ 0

XML

Subsequent events (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended						1 Months Ended
	Feb. 28, 2012 PERH	Feb. 16, 2012 PERH	Dec. 31, 2011 PERH	Mar. 30, 2012 Canadian Hills	Jan. 31, 2012 Canadian Hills MW	Jan. 31, 2012 Acquisition Canadian Hills MW mi	Feb. 29, 2012 Sale agreement PERH	Feb. 16, 2012 Sale agreement PERH
Subsequent events
Amount invested						$ 23.0
Ownership percentage in subsidiary				48.00%	51.00%	51.00%
Ownership percentage in project						100.00%
Wind power project capacity (in MW)					298	298
Distance of project location (in miles)						20
Executed capacity under long-term power purchase agreement (in MW)						250
Capacity negotiated under long-term power purchase agreement (in MW)						48
Expected cost of project						460
Right to invest in project (as a percent)						100.00%
Right to invest in project, amount						170
Percentage of ownership interest		14.30%	14.30%	99.00%				14.30%
Price of entity's common membership interest in equity method investee	24						24
Management termination fee	6.1						6.1
Total price	$ 30.1						$ 30.1

XML

Equity method investments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Operating results
Revenue	$ 53,328	$ 46,415	$ 195,813	$ 197,723	$ 211,419
Project expenses	45,492	42,543	174,459	167,867	188,148
Project other income (expense)	(4,889)	(2,561)	(14,998)	(16,079)	(14,757)
Project income (loss)	2,947	1,311	6,356	13,777	8,514
Chambers
Operating results
Revenue	13,227	13,269	49,336	55,469	50,745
Project expenses	9,753	9,380	39,358	38,377	40,540
Project other income (expense)	(1,193)	(427)	(2,239)	(3,948)	(3,606)
Project income (loss)	2,281	3,462	7,739	13,144	6,599
Badger Creek
Operating results
Revenue	1,179	3,316	6,546	13,485	12,861
Project expenses	1,137	2,983	6,526	11,723	10,897
Project other income (expense)	(4)		(24)	(1,013)	(16)
Project income (loss)	38	333	(4)	749	1,948
Gregory
Operating results
Revenue	4,315	7,181	28,474	31,291	28,477
Project expenses	5,780	6,630	27,440	27,324	24,893
Project other income (expense)	(83)	(38)	(510)	(1,805)	(1,793)
Project income (loss)	(1,548)	513	524	2,162	1,791
Orlando
Operating results
Revenue	10,812	9,926	40,345	42,062	41,911
Project expenses	10,093	9,463	39,414	39,898	38,694
Project other income (expense)	(14)	(30)	(68)	(133)	(65)
Project income (loss)	705	433	863	2,031	3,152
Selkirk
Operating results
Revenue	12,062	10,902	54,613	51,915	47,577
Project expenses	10,335	12,659	49,595	48,496	44,045
Project other income (expense)	(65)	(1,636)	(5,424)	(6,873)	(3,812)
Project income (loss)	1,662	(3,393)	(406)	(3,454)	(280)
Other
Operating results
Revenue	11,733	1,821	16,499	3,501	23,327
Project expenses	8,394	1,428	12,126	2,049	22,560
Project other income (expense)	(3,530)	(430)	(6,733)	(2,307)	(2,777)
Project income (loss)	$ (191)	$ (37)	$ (2,360)	$ (855)	$ (2,010)

XML

Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2011

Summary of significant accounting policies

Summary of derivative financial instruments that are not designated as hedges for accounting purposes and the accounting treatment in the consolidated statements of operations of the changes in fair value and cash settlements of such derivative financial instrument

Derivative financial instrument	Classification of changes in fair value	Classification of cash settlements
Foreign currency forward contracts	Foreign exchange (gain) loss	Foreign exchange loss (gain)
Natural gas swaps	Change in fair value of derivative instruments	Fuel expense
Interest rate swaps	Change in fair value of derivative instruments	Interest expense

XML

Segment and geographic information (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010
Revenue and Assets
Revenue	$ 167,610	$ 53,665
Property, plant, and equipment, net	1,549,626	284,018	1,388,254	271,830
United States
Revenue and Assets
Revenue	104,325	53,665
Property, plant, and equipment, net	972,213	284,018	816,744	271,830
Canada
Revenue and Assets
Revenue	63,285
Property, plant, and equipment, net	$ 577,413		$ 571,510

XML

Unaudited selected quarterly financial data (Tables)

12 Months Ended

Dec. 31, 2011

Unaudited selected quarterly financial data

Schedule of unaudited selected quarterly financial data

	Quarter Ended
	2011
(In millions, except per share data)	December 31,			September 30,			June 30,		March 31,
Project revenue	$	125,639		$	52,333		$	53,258	$	53,665
Project income		1,728			4,351			13,031		14,869
Net income (loss) attributable to Atlantic Power Corporation		(29,830	)		(27,900	)		13,186		6,136
Weighted average number of common shares outstanding—basic		113,088			68,910			68,573		67,654
Net income (loss) per weighted average common share—basic	$	(0.26	)	$	(0.40	)	$	0.19	$	0.09
Weighted average number of common shares outstanding—diluted		113,088			68,910			82,939		82,980
Net income (loss) per weighted average common share—diluted*	$	(0.26	)	$	(0.40	)	$	0.18	$	0.09

*

The calculation excludes potentially dilutive shares from convertible debentures because their impact would be anti-dilutive.

	Quarter Ended
	2010
(In millions, except per share data)	December 31,		September 30,			June 30,		March 31,
Project revenue	$	46,092	$	54,039		$	47,904	$	47,221
Project income		14,840		7,634			15,541		3,864
Net income (loss) attributable to Atlantic Power Corporation		1,304		(438	)		1,445		(6,063	)
Weighted average number of common shares outstanding—basic		65,388		60,511			60,481		60,404
Net income (loss) per weighted average common share—basic	$	0.02	$	(0.01	)	$	0.02	$	(0.10	)
Weighted average number of common shares outstanding—diluted		80,966		60,511			72,363		60,404
Net income (loss) per weighted average common share—diluted*	$	0.02	$	(0.01	)	$	0.02	$	(0.10	)

*

The calculation excludes potentially dilutive shares from convertible debentures because their impact would be anti-dilutive.

XML

Long-term incentive plan

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Long-term incentive plan

Long-term incentive plan

9. Long-term incentive plan

        The following table summarizes the changes in LTIP notional units during the three months ended March 31, 2012:

	Units			Grant Date Weighted-Average Price per Unit
Outstanding at December 31, 2011		485,781		$	11.49
Granted		209,009		$	14.65
Additional shares from dividends		8,172		$	12.02
Vested		(231,687	)	$	10.10
Outstanding at March 31, 2012		471,275		$	13.81

        Certain awards have a market condition based on our total shareholder return during the performance period compared to a group of peer companies. Compensation expense for notional units granted in 2012 is recorded net of estimated forfeitures. See further details as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

        The calculation of simulated total shareholder return under the Monte Carlo model for the remaining time in the performance period for awards with market conditions included the following assumptions as of March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
Weighted average risk free rate of return		0.19 – 0.51%		0.15 – 0.28%
Dividend yield		8.30%		7.90%
Expected volatility—Company		22.2%		22.2%
Expected volatility—peer companies		17.1 – 112.8%		17.3 – 112.9%
Weighted average remaining measurement period		1.92 years		0.87 years

14. Long-term incentive plan

        The following table summarizes the changes in outstanding LTIP notional units during the years ended December 31, 2011, 2010 and 2009:

	Units			Grant Date Weighted-Average Fair Value per Unit
Outstanding at December 31, 2008		263,592		$	9.76
Granted		267,408			5.76
Additional shares from dividends		49,540			7.80
Vested and redeemed		(109,260	)		9.71
Outstanding at December 31, 2009		471,280			7.30
Granted		305,112			13.29
Additional shares from dividends		46,854			9.54
Vested and redeemed		(222,265	)		7.94
Outstanding at December 31, 2010		600,981			10.28
Granted		216,110			14.02
Additional shares from dividends		36,204			11.04
Forfeitures		(103,991	)		11.55
Vested and redeemed		(263,523	)		9.40
Outstanding at December 31, 2011		485,781		$	11.49

        The fair value of all outstanding notional units under the LTIP was $6.4 million and $7.8 million for the years ended December 31, 2011 and 2010. Compensation expense related to LTIP was $3.2 million, $4.5 million and $2.2 million for the years ended December 31, 2011, 2010 and 2009, respectively. Cash payments made for vested notional units were $1.5 million, $2.8 million and $0.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.

        The fair value of awards granted under the amended LTIP with market vesting conditions is based upon a Monte Carlo simulation model on their grant date.

        The Monte Carlo simulation model utilizes multiple input variables over the performance period in order to determine the likely relative total shareholder return. The Monte Carlo simulation model simulated our total shareholder return and for our peer companies during the remaining time in the performance period with the following inputs: (i) stock price on the measurement date, (ii) expected volatility, (iii) risk-free interest rate, (iv) dividend yield and (v) correlations of historical common stock returns between Atlantic Power Corporation and the peer companies. Expected volatilities utilized in the Monte Carlo model are based on historical volatility of the Company's and the peer companies' stock prices over a period equal in length to that of the remaining vesting period. The risk free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant with a term equal to the performance period assumption at the time of grant. Both the total shareholder return performance and the fair value of the notional units under the Monte Carlo simulation are determined with the assistance of a third party.

        The calculation of simulated total shareholder return under the Monte Carlo model for the remaining time in the performance period included the following assumptions:

	Year ended December 31, 2011		Year ended December 31, 2010
Weighted average risk free rate of return		0.15 – 0.28%		0.71%
Dividend yield		7.90%		9.39%
Expected volatility – Company		22.2%		40.0%
Expected volatility – peer companies		17.3 – 112.9%		25.0 – 55.0%
Weighted average remaining measurement period		0.87 years		1.43 years

XML

Condensed consolidating financial information

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Consolidating financial information

Condensed consolidating financial information

13. Condensed consolidating financial information

        As of March 31, 2012 and December 31, 2011, we had $460.0 million of 9.00% senior notes due November 2018 (the "Senior Notes"). These notes are guaranteed by certain of our wholly owned subsidiaries, or guarantor subsidiaries.

        Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of March 31, 2012:

        Atlantic Power Limited Partnership, Atlantic Power GP Inc., Atlantic Power (US) GP, Atlantic Power Corporation, Atlantic Power Generation, Inc., Atlantic Power Transmission, Inc., Atlantic Power Holdings, Inc., Atlantic Power Services Canada GP Inc., Atlantic Power Services Canada LP, Atlantic Power Services, LLC, Teton Power Funding, LLC, Harbor Capital Holdings, LLC, Epsilon Power Funding, LLC, Atlantic Auburndale, LLC, Auburndale LP, LLC, Auburndale GP, LLC, Badger Power Generation I, LLC, Badger Power Generation, II, LLC, Badger Power Associates, LP, Atlantic Cadillac Holdings, LLC, Atlantic Idaho Wind Holdings, LLC, Atlantic Idaho Wind C, LLC, Baker Lake Hydro, LLC, Olympia Hydro, LLC, Teton East Coast Generation, LLC, NCP Gem, LLC, NCP Lake Power, LLC, Lake Investment, LP, Teton New Lake, LLC, Lake Cogen Ltd., Atlantic Renewables Holdings, LLC, Orlando Power Generation I, LLC, Orlando Power Generation II, LLC, NCP Dade Power, LLC, NCP Pasco LLC, Dade Investment, LP, Pasco Cogen, Ltd., Atlantic Piedmont Holdings LLC, Teton Selkirk, LLC, Atlantic Oklahoma Wind, LLC, and Teton Operating Services, LLC.

        In addition, as of March 31, 2012, Curtis Palmer, LLC, fully and unconditionally guaranteed Atlantic Power Limited Partnership's guarantee of the Senior Notes.

        The following condensed consolidating financial information presents the financial information of Atlantic Power, the guarantor subsidiaries and Curtis Palmer LLC in accordance with Rule 3-10 under the SEC's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or Curtis Palmer LLC operated as independent entities.

        In this presentation, Atlantic Power consists of parent company operations. Guarantor subsidiaries of Atlantic Power are reported on a combined basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis.

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2012

(in thousands of U.S. dollars)
(Unaudited)

	Guarantor Subsidiaries		Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Assets
Current Assets:
Cash and cash equivalents	$	100,827	$	(78	)	$	5,860		$	—		$	106,609
Restricted cash		27,761		—			—			—			27,761
Accounts receivable		89,392		17,477			2,996			(50,364	)		59,501
Prepayments, supplies, and other		39,555		1,167			1,139			—			41,861
Other current assets		4,055		—			8,856			—			12,911
Total current assets		261,590		18,566			18,851			(50,364	)		248,643
Property, plant, and equipment, net		1,375,605		175,087			—			(1,066	)		1,549,626
Transmission system rights		178,319		—			—			—			178,319
Equity investments in unconsolidated affiliates		5,053,320		—			865,104			(5,441,326	)		477,098
Other intangible assets, net		582,491		166,067			—			(150,925	)		597,633
Goodwill		285,358		58,228			—			—			343,586
Other assets		483,401		—			438,639			(841,235	)		80,805
Total assets	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	99,992	$	4,704		$	38,672		$	(50,364	)	$	93,004
Revolving credit facility		22,800					50,000						72,800
Current portion of long-term debt		246,520		—			—			—			246,520
Other current liabilities		51,308		—			13,468			—			64,776
Total current liabilities		420,620		4,704			102,140			(50,364	)		477,100
Long-term debt		714,685		190,000			460,000			—			1,364,685
Convertible debentures		—		—			193,269			—			193,269
Other non-current liabilities		1,214,271		8,135			948			(841,235	)		382,119
Equity
Preferred shares issued by a subsidiary company		221,304		—			—			—			221,304
Common shares		5,094,502		208,991			1,217,893			(5,303,493	)		1,217,893
Accumulated other comprehensive income (loss)		12,216		—			—			—			12,216
Retained deficit		539,619		6,118			(651,656	)		(289,824	)		(395,743	)
Total Atlantic Power Corporation shareholders' equity		5,867,641		215,109			566,237			(5,593,317	)		1,055,670
Noncontrolling interest		2,867		—			—			—			2,867
Total equity		5,870,508		215,109			566,237			(5,593,317	)		1,058,537
Total liabilities and equity	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended March 31, 2012

(in thousands of U.S. dollars, except per share amounts)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Project revenue:
Total project revenue	$	157,118		$	10,617		$	—		$	(125	)	$	167,610
Project expenses:
Fuel		62,099			—			—			—			62,099
Project operations and maintenance		30,067			1,636			(128	)		(75	)		31,500
Depreciation and amortization		32,705			3,763			—			—			36,468
		124,871			5,399			(128	)		(75	)		130,067
Project other income (expense):
Change in fair value of derivative instruments		(58,122	)		—			—			—			(58,122	)
Equity in earnings of unconsolidated affiliates		2,947			—			—			—			2,947
Interest expense, net		(4,325	)		(2,708	)		—			—			(7,033	)
Other income, net		15			—			—			—			15
		(59,485	)		(2,708	)		—			—			(62,193	)
Project income		(27,238	)		2,510			128			(50	)		(24,650	)
Administrative and other expenses (income):
Administration expense		5,134			—			2,699			—			7,833
Interest, net		20,379			—			1,484			173			22,036
Foreign exchange loss		1,133			—			(147	)		—			986
		26,646			—			4,036			173			30,855
Income (loss) from operations before income taxes		(53,884	)		2,510			(3,908	)		(223	)		(55,505	)
Income tax expense (benefit)		(16,291	)		—			—			—			(16,291	)
Net income (loss)		(37,593	)		2,510			(3,908	)		(223	)		(39,214	)
Net loss attributable to noncontrolling interest		(161	)		—			—			—			(161	)
Net income attributable to Preferred share dividends of a subsidiary company		3,239			—			—			—			3,239
Net income (loss) attributable to Atlantic Power Corporation	$	(40,671	)	$	2,510		$	(3,908	)	$	(223	)	$	(42,292	)

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three months ended March 31, 2012

(in thousands of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations		Consolidated Balance
Net cash provided by operating activities	$	30,019		$	(46	)	$	36,519		$	—	$	66,492
Cash flows used in investing activities:
Acquisitions and investments, net of cash acquired		198			—			(198	)		—		—
Change in restricted cash		(6,349	)		—			—			—		(6,349	)
Biomass development costs		(123	)		—			—			—		(123	)
Purchase of property, plant and equipment		(164,126	)		(17	)		—			—		(164,143	)
Net cash used in investing activities		(170,400	)		(17	)		(198	)		—		(170,615	)
Cash flows provided by financing activities:
Repayment for long-term debt		(2,725	)					—			—		(2,725	)
Deferred finance costs		(10,179	)					—			—		(10,179	)
Proceeds from project-level debt		184,216						—			—		184,216
Payments for revolving credit facility borrowings		(8,000	)		—			—			—		(8,000	)
Proceeds from revolving credit facility borrowings		22,800			—			—			—		22,800
Dividends paid		(3,274	)		—			(32,757	)		—		(36,031	)
Net cash provided by financing activities		182,838			—			(32,757	)		—		150,081
Net increase in cash and cash equivalents		42,457			(63	)		3,564			—		45,958
Cash and cash equivalents at beginning of period		58,370			(15	)		2,296			—		60,651
Cash and cash equivalents at end of period	$	100,827		$	(78	)	$	5,860		$	—	$	106,609

24. Consolidating financial information

        As of December 31, 2011, we had $460.0 million of 9.00% Senior Notes due November 2018. These notes are guaranteed by certain of our wholly-owned subsidiaries, or guarantor subsidiaries.

        Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of December 31, 2011:

        Atlantic Power Income Limited Partnership, Atlantic Power GP Inc., Atlantic Power (US) GP, Atlantic Power Corporation, Atlantic Power Generation, Inc., Atlantic Power Transmission, Inc., Atlantic Power Holdings, Inc., Atlantic Power Services Canada GP Inc., Atlantic Power Services Canada LP, Atlantic Power Services, LLC, Teton Power Funding, LLC, Harbor Capital Holdings, LLC, Epsilon Power Funding, LLC, Atlantic Auburndale, LLC, Auburndale LP, LLC, Auburndale GP, LLC, Badger Power Generation I, LLC, Badger Power Generation, II, LLC, Badger Power Associates, LP, Atlantic Cadillac Holdings, LLC, Atlantic Idaho Wind Holdings, LLC, Atlantic Idaho Wind C, LLC, Baker Lake Hydro, LLC, Olympia Hydro, LLC, Teton East Coast Generation, LLC, NCP Gem, LLC, NCP Lake Power, LLC, Lake Investment, LP, Teton New Lake, LLC, Lake Cogen Ltd., Atlantic Renewables Holdings, LLC, Orlando Power Generation I, LLC, Orlando Power Generation II, LLC, NCP Dade Power, LLC, NCP Pasco LLC, Dade Investment, LP, Pasco Cogen, Ltd., Atlantic Piedmont Holdings LLC, Teton Selkirk, LLC, and Teton Operating Services, LLC.

        In addition, as of December 31, 2011, Curtis Palmer, LLC, fully and unconditionally guaranteed Atlantic Power Limited Partnership's guarantee of the Senior Notes.

        The following condensed consolidating financial information presents the financial information of Atlantic Power Corporation, Inc. ("APC"), the guarantor subsidiaries and Curtis Palmer LLC in accordance with Rule 3-10 under the SEC's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or Curtis Palmer LLC operated as independent entities.

        In this presentation, APC consists of parent company operations. Guarantor subsidiaries of APC are reported on a combined basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis.

ATLANTIC POWER CORPORATION

CONSOLIDATING BALANCE SHEET

December 31, 2011

(in thousands of U.S. dollars

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Assets
Current assets:
Cash and cash equivalents	$	58,370		$	(15	)	$	2,296		$	—		$	60,651
Restricted cash		21,412			—			—			—			21,412
Accounts receivable		93,855			13,637			12,088			(40,572	)		79,008
Current portion of derivative instruments asset		3,519			—			6,892			—			10,411
Prepayments, supplies, and other		24,436			1,225			582			—			26,243
Deferred income taxes		—			—			—			—			—
Refundable income taxes		3,012			—			30			—			3,042
Total current assets		204,604			14,847			21,888			(40,572	)		200,767
Property, plant, and equipment, net		1,213,080			176,017			—			(843	)		1,388,254
Transmission system rights		180,282			—			—			—			180,282
Equity investments in unconsolidated affiliates		5,109,196			—			870,279			(5,505,124	)		474,351
Other intangible assets, net		415,454			168,820			—			—			584,274
Goodwill		285,358			58,228			—			—			343,586
Derivative instruments asset		15,490			—			6,513			—			22,003
Other assets		463,110			—			433,035			(841,235	)		54,910
Total assets	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	97,129		$	7,241		$	16,500		$	(40,572	)	$	80,298
Revolving credit facility		8,000					$	50,000						58,000
Current portion of long-term debt		20,958			—			—			—			20,958
Current portion of derivative instruments liability		20,592			—			—			—			20,592
Interest payable on convertible debentures		—			—			1,708			—			1,708
Dividends payable		36			—			10,697			—			10,733
Other current liabilities		165			—			—			—			165
Total current liabilities		146,880			7,241			78,905			(40,572	)		192,454
Long-term debt		754,900			190,000			460,000			—			1,404,900
Convertible debentures		—			—			189,563			—			189,563
Derivative instruments liability		33,170			—			—			—			33,170
Deferred income taxes		182,925			—			—			—			182,925
Other non-current liabilities		961,899			8,072			898			(841,235	)		129,634
Equity
Preferred shares issued by a subsidiary company		221,304			—			—			—			221,304
Common shares		5,156,644			208,991			1,217,265			(5,365,635	)		1,217,265
Accumulated other comprehensive income (loss)		(5,193	)		—			—			—			(5,193	)
Retained deficit		431,018			3,608			(614,916	)		(140,332	)		(320,622	)
Total Atlantic Power Corporation shareholders' equity		5,803,773			212,599			602,349			(5,505,967	)		1,112,754
Noncontrolling interest		3,027			—			—			—			3,027
Total equity		5,806,800			212,599			602,349			(5,505,967	)		1,115,781
Total liabilities and equity	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427

ATLANTIC POWER CORPORATION

CONSOLIDATING STATEMENT OF OPERATIONS

December 31, 2011

(in thousands of U.S. dollars, except per share amounts)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Project revenue:
Energy sales	$	97,053		$	9,009		$	—		$	—		$	106,062
Energy capacity revenue		131,362			—			—			—			131,362
Transmission services		30,087			—			—			—			30,087
Other		17,819			—			—			(435	)		17,384
		276,321			9,009			—			(435	)		284,895
Project expenses:
Fuel		93,993			—			—			—			93,993
Project operations and maintenance		55,334			851			922			(275	)		56,832
Depreciation and amortization		60,999			2,639			—			—			63,638
		210,326			3,490			922			(275	)		214,463
Project other income (expense):
Change in fair value of derivative instruments		(22,776	)		—			—			—			(22,776	)
Equity in earnings of unconsolidated affiliates		5,989			—			—			367			6,356
Interest expense, net		(16,694	)		(1,911	)		128			(1,576	)		(20,053	)
Other income, net		20			—			—			—			20
		(33,461	)		(1,911	)		128			(1,209	)		(36,453	)
Project income		32,534			3,608			(794	)		(1,369	)		33,979
Administrative and other expenses (income):
Administration expense		12,636			—			25,472			—			38,108
Interest, net		67,666			—			(41,668	)		—			25,998
Foreign exchange loss		4,057			—			9,781			—			13,838
		84,359			—			(6,415	)		—			77,944
Income (loss) from operations before income taxes		(51,825	)		3,608			5,621			(1,369	)		(43,965	)
Income tax expense (benefit)		(8,566	)		—			242			—			(8,324	)
Net income (loss)		(43,259	)		3,608			5,379			(1,369	)		(35,641	)
Net loss attributable to noncontrolling interest		(480	)		—			—			—			(480	)
Net income attributable to Preferred share dividends of a subsidiary company		3,247			—			—			—			3,247
Net income (loss) attributable to Atlantic Power Corporation	$	(46,026	)	$	3,608		$	5,379		$	(1,369	)	$	(38,408	)

ATLANTIC POWER CORPORATION

CONSOLIDATING STATEMENT OF CASH FLOWS

December 31, 2011

(in thousands of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Cash flows from operating activities:
Net loss	$	(44,628	)	$	3,608		$	5,379		$	—		$	(35,641	)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		60,999			2,639			—			—			63,638
Long-term incentive plan expense		3,167			—			—			—			3,167
Earnings from unconsolidated affiliates		(6,356	)		—			—			—			(6,356	)
Distributions from unconsolidated affiliates		13,552			—			8,337			—			21,889
Unrealized foreign exchange loss		4,105			—			4,531			—			8,636
Change in fair value of derivative instruments		22,776			—			—			—			22,776
Change in deferred income taxes		(9,908	)		—			—			—			(9,908	)
Change in other operating balances														—
Accounts receivable		23,952			(8,880	)		298			(30,933	)		(15,563	)
Prepayments, refundable income taxes and other assets		1,783			583			(713	)		—			1,653
Accounts payable and accrued liabilities		(46,561	)		2,095			18,464			30,933			4,931
Other liabilities		(1,918	)		—			(1,369	)		—			(3,287	)
Net cash provided by operating activities		20,963			45			34,927			—			55,935
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired		12,143			—			(603,726	)		—			(591,583	)
Short-term loan to Idaho Wind		21,465			—			1,316			—			22,781
Change in restricted cash		(5,668	)		—			—			—			(5,668	)
Biomass development costs		(931	)		—			—			—			(931	)
Proceeds from sale of assets		8,500			—			—			—			8,500
Purchase of property, plant and equipment		(115,047	)		(60	)		—			—			(115,107	)
Net cash (used in) provided by investing activities		(79,538	)		(60	)		(602,410	)		—			(682,008	)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt		—						460,000			—			460,000
Proceeds from project-level debt		100,794						—			—			100,794
Proceeds from issuance of equity, net of offering costs		—			—			155,424			—			155,424
Deferred financing costs		—			—			(26,373	)		—			(26,373	)
Repayment of project-level debt		(21,589	)		—			—			—			(21,589	)
Proceeds from revolving credit facility borrowings		8,000			—			50,000			—			58,000
Dividends paid		(3,247	)		—			(81,782	)		—			(85,029	)
Net cash provided by (used in) financing activities		83,958			—			557,269			—			641,227
Net (decrease) increase in cash and cash equivalents		25,383			(15	)		(10,214	)		—			15,154
Cash and cash equivalents at beginning of period		32,987			—			12,510			—			45,497
Cash and cash equivalents at end of period	$	58,370		$	(15	)	$	2,296		$	—		$	60,651

XML

Segment and geographic information

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Segment and geographic information

Segment and geographic information

11. Segment and geographic information

        We revised our reportable business segments during the fourth quarter of 2011 subsequent to our acquisition of the Partnership. The new operating segments are Northeast, Northwest, Southeast, Southwest and Un-allocated Corporate. Financial results for the three months ended March 31, 2012 and 2011 have been presented to reflect the change in operating segments. We revised our segments to align with changes in management's resource allocation and assessment of performance. These changes reflect our current operating focus. The segment classified as Un-allocated Corporate includes activities that support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the operating segments when determining segment profit or loss.

        We analyze the performance of our operating segments based on Project Adjusted EBITDA which is defined as project income plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. We use Project Adjusted EBITDA to provide comparative information about project performance without considering how projects are capitalized or whether they contain derivative contracts that are required to be recorded at fair value. A reconciliation of project income to Project Adjusted EBITDA is included in the tables below.

	Northeast			Southeast		Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2012:
Operating revenues	$	66,926		$	41,751	$	15,300	$	42,696	$	937		$	167,610
Segment assets		1,198,652			431,046		825,138		940,675		80,199			3,475,710
Project Adjusted EBITDA	$	42,398		$	21,674	$	13,439	$	18,764	$	(3,424	)	$	92,851
Change in fair value of derivative instruments		58,016			406		—		—		—			58,422
Depreciation and amortization		17,447			9,372		10,426		12,657		43			49,945
Interest, net		4,738			169		1,096		2,808		57			8,868
Other project (income) expense		242			14		7		82		(79	)		266
Project (loss) income		(38,045	)		11,713		1,910		3,217		(3,445	)		(24,650	)
Administration		—			—		—		—		7,833			7,833
Interest, net		—			—		—		—		22,036			22,036
Foreign exchange loss		—			—		—		—		986			986
Loss from operations before income taxes		(38,045	)		11,713		1,910		3,217		(34,300	)		(55,505	)
Income tax expense (benefit)		—			—		—		—		(16,291	)		(16,291	)
Net income (loss)	$	(38,045	)	$	11,713	$	1,910	$	3,217	$	(18,009	)	$	(39,214	)

	Northeast			Southeast			Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2011:
Operating revenues	$	4,547		$	41,426		$	—	$	7,644	$	48		$	53,665
Segment assets		288,774			360,763			47,156		226,542		84,566			1,007,801
Project Adjusted EBITDA	$	7,488		$	19,588		$	866	$	8,501	$	(450	)	$	35,993
Change in fair value of derivative instruments		490			(3,274	)		—		—		—			(2,784	)
Depreciation and amortization		4,596			9,434			439		2,961		7			17,437
Interest, net		2,434			309			370		3,089		38			6,240
Other project (income) expense		200			31			—		—		—			231
Project income		(232	)		13,088			57		2,451		(495	)		14,869
Administration		—			—			—		—		4,054			4,054
Interest, net		—			—			—		—		3,968			3,968
Foreign exchange loss		—			—			—		—		(658	)		(658	)
Income from operations before income taxes		(232	)		13,088			57		2,451		(7,859	)		7,505
Income tax expense		—			—			—		—		1,523			1,523
Net income (loss)	$	(232	)	$	13,088		$	57	$	2,451	$	(9,382	)	$	5,982

        The table below provides information, by country, about our consolidated operations for the three months ended March 31, 2012 and 2011. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located.

	Revenue				Property, Plant and Equipment, net
	2012		2011		2012		2011
United States	$	104,325	$	53,665	$	972,213	$	284,018
Canada		63,285		—		577,413		—
Total	$	167,610	$	53,665	$	1,549,626	$	284,018

        Progress Energy Florida ("PEF") and the Ontario Electricity Financial Corp ("OEFC") provided 40.1% and 28.5%, respectively, of total consolidated revenues for the three months ended March 31, 2012. PEF and the California Independent System Operator ("CAISO") provided 71.7% and 14.2%, respectively, of total consolidated revenues for the three months ended March 31, 2011. PEF purchases electricity from the Auburndale and Lake projects in the Southeast segment, OEFC purchases electricity from the Calstock, Kapuskasing, Nipigon, North Bay and Tunis projects in the Northeast segment and the CAISO makes payments to Path 15 in the Southwest segment.

19. Segment and geographic information

        We revised our reportable business segments during the fourth quarter of 2011subsequent to our acquisition of the Partnership. The new operating segments are Northeast, Northwest, Southeast and Southwest. Financial results for the years ended December 31, 2010 and 2009 have been presented to reflect the change in operating segments. We revised our segments to align with changes in management's resource allocation and assessment of performance. These changes reflect our current operating focus. The segment classified as Un-allocated Corporate includes activities that support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the operating segments when determining segment profit or loss.

        We analyze the performance of our operating segments based on Project Adjusted EBITDA which is defined as project income plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. We use Project Adjusted EBITDA to provide comparative information about project performance without considering how projects are capitalized or whether they contain derivative contracts that are required to be recorded at fair value. A reconciliation of project income to Project Adjusted EBITDA is included in the table below.

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2011:
Operating revenues	$	58,201	$	160,911	$	8,982		$	55,501	$	1,300		$	284,895
Segment assets		1,153,627		428,996		798,475			743,574		123,755			3,248,427
Goodwill		135,268		—		138,263			66,520		3,535			343,586
Capital expenditures		965		113,826		65			169		82			115,107
Project Adjusted EBITDA	$	59,299	$	79,445	$	11,363		$	37,717	$	(2,546	)	$	185,278
Change in fair value of derivative instruments		3,624		22,031		—			—		(321	)		25,334
Depreciation and amortization		30,818		37,627		9,554			17,495		70			95,564
Interest, net		11,512		1,022		2,877			12,538		41			27,990
Other project (income) expense		2,406		67		(206	)		26		118			2,411
Project income		10,939		18,698		(862	)		7,658		(2,454	)		33,979
Administration		—		—		—			—		38,108			38,108
Interest, net		—		—		—			—		25,998			25,998
Foreign exchange loss		—		—		—			—		13,838			13,838
Loss from operations before income taxes		10,939		18,698		(862	)		7,658		(80,398	)		(43,965	)
Income tax expense (benefit)		—		—		—			—		(8,324	)		(8,324	)
Net income (loss)	$	10,939	$	18,698	$	(862	)	$	7,658	$	(72,074	)	$	(35,641	)

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2010:
Operating revenues	$	596	$	163,205	$	—		$	30,318	$	1,137		$	195,256
Segment assets		285,711		342,608		47,687			222,437		114,569			1,013,012
Goodwill		—		—		—			8,918		3,535			12,453
Capital expenditures		123		46,397		—			—		175			46,695
Project Adjusted EBITDA	$	36,030	$	78,245	$	736		$	37,867	$	(294	)	$	152,584
Change in fair value of derivative instruments		3,470		14,173		—			—		—			17,643
Depreciation and amortization		15,653		37,630		364			12,100		44			65,791
Interest, net		8,321		1,611		(1	)		13,700		(3	)		23,628
Other project (income) expense		1,592		135		47			2,080		(211	)		3,643
Project income		6,994		24,696		326			9,987		(124	)		41,879
Administration		—		—		—			—		16,149			16,149
Interest, net		—		—		—			—		11,701			11,701
Foreign exchange gain		—		—		—			—		(1,014	)		(1,014	)
Other income, net		—		—		—			—		(26	)		(26	)
Income from operations before income taxes		6,994		24,696		326			9,987		(26,934	)		15,069
Income tax expense (benefit)		—		—		—			—		18,924			18,924
Net income (loss)	$	6,994	$	24,696	$	326		$	9,987	$	(45,858	)	$	(3,855	)

	Northeast			Southeast			Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2009:
Operating revenues	$	—		$	148,517		$	—		$	31,000	$	—		$	179,517
Segment assets		199,959			327,844			7,003			232,179		102,591			869,576
Goodwill		—			—			—			8,918		—			8,918
Capital expenditures		—			1,954			—			—		62			2,016
Project Adjusted EBITDA	$	32,435		$	75,265		$	822		$	35,891	$	(234	)	$	144,179
Change in fair value of derivative instruments		(1,569	)		6,616			—			—		—			5,047
Depreciation and amortization		14,286			41,014			365			11,964		14			67,643
Interest, net		10,450			6,084			(1	)		14,960		18			31,511
Other project (income) expense		6,672			(15,788	)		—			679		—			(8,437	)
Project income		2,596			37,339			458			8,288		(266	)		48,415
Administration		—			—			—			—		26,028			26,028
Interest, net		—			—			—			—		55,698			55,698
Foreign exchange loss		—			—			—			—		20,506			20,506
Other expense, net		—			—			—			—		362			362
Loss from operations before income taxes		2,596			37,339			458			8,288		(102,860	)		(54,179	)
Income tax expense (benefit)		—			—			—			—		(15,693	)		(15,693	)
Net income (loss)	$	2,596		$	37,339		$	458		$	8,288	$	(87,167	)	$	(38,486	)

        The table below provides information, by country, about our consolidated operations for each of the years ended December 31, 2011, 2010 and 2009 and as of December 31, 2011 and 2010, respectively. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located.

	Revenue						Property, Plant & Equipment, net
	2011		2010		2009		2011		2010
United States	$	249,109	$	195,256	$	179,517	$	816,744	$	271,830
Canada		35,786		—		—		571,510		—
Total	$	284,895	$	195,256	$	179,517	$	1,388,254	$	271,830

        Progress Energy Florida ("PEF") and the California Independent System Operator ("CAISO") provide for 52.0% and 10.6%, respectively, of total consolidated revenues for the year ended December 31, 2011, 78.0% and 15.9%, respectively, of total consolidated revenues for the year ended December 31, 2010 and 71.1% and 17.3%, respectively, of total consolidated revenues for the year ended December 31, 2009. PEF purchases electricity from the Auburndale and Lake projects in the Southeast segment, and the CAISO makes payments to Path 15 in the Southwest segment.

XML

Consolidating Financial Information (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Project revenue:
Energy sales	$ 75,968				$ 18,502					$ 106,062	$ 69,116	$ 58,953
Energy capacity revenue	62,518				27,138					131,362	93,567	88,449
Transmission services	7,161				7,644					30,087	31,000	31,000
Other	21,963				381					17,384	1,573	1,115
Total project revenue		125,639,000	52,333,000	53,258,000	53,665,000	46,092,000	54,039,000	47,904,000	47,221,000	284,895	195,256	179,517
Project expenses:
Fuel	62,099				17,068					93,993	65,553	59,522
Project operations and maintenance	31,500				11,072					56,832	31,237	28,153
Depreciation and amortization	36,468				10,879					63,638	40,387	41,374
Total project expenses	130,067				39,019					214,463	137,177	129,049
Project other income (expense):
Change in fair value of derivative instruments	58,122				(3,561)					22,776	14,047	6,813
Equity in earnings of unconsolidated affiliates	(2,947)				(1,311)					(6,356)	(13,777)	(8,514)
Interest expense, net	(7,033)				(4,647)					(20,053)	(17,660)	(18,800)
Other income, net	15				(2)					20	219	1,266
Total project other income (expense)	(62,193)				223					(36,453)	(16,200)	(2,053)
Project income		1,728,000	4,351,000	13,031,000	14,869,000	14,840,000	7,634,000	15,541,000	3,864,000	33,979	41,879	48,415
Administrative and other expenses (income):
Administration expense	7,833				4,054					38,108	16,149	26,028
Interest, net	22,036				3,968					25,998	11,701	55,698
Foreign exchange loss	986				(658)					13,838	(1,014)	20,506
Total administrative and other expenses (income)	30,855				7,364					77,944	26,810	102,594
Income (loss) from operations before income taxes	(55,505)				7,505					(43,965)	15,069	(54,179)
Income tax expense (benefit)	(16,291)				1,523					(8,324)	18,924	(15,693)
Net loss	(39,214)				5,982					(35,641)	(3,855)	(38,486)
Net loss attributable to noncontrolling interest	(161)				(154)					(480)	(103)
Net income attributable to Preferred share dividends of a subsidiary company	3,239									3,247
Net loss attributable to Atlantic Power Corporation		(29,830,000)	(27,900,000)	13,186,000	6,136,000	1,304,000	(438,000)	1,445,000	(6,063,000)	(38,408)	(3,752)	(38,486)
Guarantor Subsidiaries
Project revenue:
Energy sales										97,053
Energy capacity revenue										131,362
Transmission services										30,087
Other										17,819
Total project revenue										276,321
Project expenses:
Fuel	62,099									93,993
Project operations and maintenance	30,067									55,334
Depreciation and amortization	32,705									60,999
Total project expenses	124,871									210,326
Project other income (expense):
Change in fair value of derivative instruments	58,122									(22,776)
Equity in earnings of unconsolidated affiliates	(2,947)									5,989
Interest expense, net	(4,325)									(16,694)
Other income, net	15									20
Total project other income (expense)	(59,485)									(33,461)
Project income										32,534
Administrative and other expenses (income):
Administration expense	5,134									12,636
Interest, net	20,379									67,666
Foreign exchange loss	1,133									4,057
Total administrative and other expenses (income)	26,646									84,359
Income (loss) from operations before income taxes	(53,884)									(51,825)
Income tax expense (benefit)	(16,291)									(8,566)
Net loss	(37,593)									(44,628)
Net loss attributable to noncontrolling interest	(161)									(480)
Net income attributable to Preferred share dividends of a subsidiary company	3,239									3,247
Net loss attributable to Atlantic Power Corporation										(46,026)
Curtis Palmer
Project revenue:
Energy sales										9,009
Total project revenue										9,009
Project expenses:
Project operations and maintenance	1,636									851
Depreciation and amortization	3,763									2,639
Total project expenses	5,399									3,490
Project other income (expense):
Interest expense, net	(2,708)									(1,911)
Total project other income (expense)	(2,708)									(1,911)
Project income										3,608
Administrative and other expenses (income):
Income (loss) from operations before income taxes	2,510									3,608
Net loss	2,510									3,608
Net loss attributable to Atlantic Power Corporation										3,608
APC
Project expenses:
Project operations and maintenance	(128)									922
Total project expenses	(128)									922
Project other income (expense):
Interest expense, net										128
Total project other income (expense)										128
Project income										(794)
Administrative and other expenses (income):
Administration expense	2,699									25,472
Interest, net	1,484									(41,668)
Foreign exchange loss	(147)									9,781
Total administrative and other expenses (income)	4,036									(6,415)
Income (loss) from operations before income taxes	(3,908)									5,621
Income tax expense (benefit)										242
Net loss	(3,908)									5,379
Net loss attributable to Atlantic Power Corporation										5,379
Eliminations
Project revenue:
Other										(435)
Total project revenue										(435)
Project expenses:
Project operations and maintenance	(75)									(275)
Total project expenses	(75)									(275)
Project other income (expense):
Equity in earnings of unconsolidated affiliates										367
Interest expense, net										(1,576)
Total project other income (expense)										(1,209)
Project income										(1,369)
Administrative and other expenses (income):
Interest, net	173
Total administrative and other expenses (income)	173
Income (loss) from operations before income taxes	(223)									(1,369)
Net loss	(223)									(1,369)
Net loss attributable to Atlantic Power Corporation										$ (1,369)

XML

Segment and geographic information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Segment and geographic information

Schedule of segment and related information

	Northeast			Southeast		Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2012:
Operating revenues	$	66,926		$	41,751	$	15,300	$	42,696	$	937		$	167,610
Segment assets		1,198,652			431,046		825,138		940,675		80,199			3,475,710
Project Adjusted EBITDA	$	42,398		$	21,674	$	13,439	$	18,764	$	(3,424	)	$	92,851
Change in fair value of derivative instruments		58,016			406		—		—		—			58,422
Depreciation and amortization		17,447			9,372		10,426		12,657		43			49,945
Interest, net		4,738			169		1,096		2,808		57			8,868
Other project (income) expense		242			14		7		82		(79	)		266
Project (loss) income		(38,045	)		11,713		1,910		3,217		(3,445	)		(24,650	)
Administration		—			—		—		—		7,833			7,833
Interest, net		—			—		—		—		22,036			22,036
Foreign exchange loss		—			—		—		—		986			986
Loss from operations before income taxes		(38,045	)		11,713		1,910		3,217		(34,300	)		(55,505	)
Income tax expense (benefit)		—			—		—		—		(16,291	)		(16,291	)
Net income (loss)	$	(38,045	)	$	11,713	$	1,910	$	3,217	$	(18,009	)	$	(39,214	)

	Northeast			Southeast			Northwest		Southwest		Un-allocated Corporate			Consolidated
Three month period ended March 31, 2011:
Operating revenues	$	4,547		$	41,426		$	—	$	7,644	$	48		$	53,665
Segment assets		288,774			360,763			47,156		226,542		84,566			1,007,801
Project Adjusted EBITDA	$	7,488		$	19,588		$	866	$	8,501	$	(450	)	$	35,993
Change in fair value of derivative instruments		490			(3,274	)		—		—		—			(2,784	)
Depreciation and amortization		4,596			9,434			439		2,961		7			17,437
Interest, net		2,434			309			370		3,089		38			6,240
Other project (income) expense		200			31			—		—		—			231
Project income		(232	)		13,088			57		2,451		(495	)		14,869
Administration		—			—			—		—		4,054			4,054
Interest, net		—			—			—		—		3,968			3,968
Foreign exchange loss		—			—			—		—		(658	)		(658	)
Income from operations before income taxes		(232	)		13,088			57		2,451		(7,859	)		7,505
Income tax expense		—			—			—		—		1,523			1,523
Net income (loss)	$	(232	)	$	13,088		$	57	$	2,451	$	(9,382	)	$	5,982

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2011:
Operating revenues	$	58,201	$	160,911	$	8,982		$	55,501	$	1,300		$	284,895
Segment assets		1,153,627		428,996		798,475			743,574		123,755			3,248,427
Goodwill		135,268		—		138,263			66,520		3,535			343,586
Capital expenditures		965		113,826		65			169		82			115,107
Project Adjusted EBITDA	$	59,299	$	79,445	$	11,363		$	37,717	$	(2,546	)	$	185,278
Change in fair value of derivative instruments		3,624		22,031		—			—		(321	)		25,334
Depreciation and amortization		30,818		37,627		9,554			17,495		70			95,564
Interest, net		11,512		1,022		2,877			12,538		41			27,990
Other project (income) expense		2,406		67		(206	)		26		118			2,411
Project income		10,939		18,698		(862	)		7,658		(2,454	)		33,979
Administration		—		—		—			—		38,108			38,108
Interest, net		—		—		—			—		25,998			25,998
Foreign exchange loss		—		—		—			—		13,838			13,838
Loss from operations before income taxes		10,939		18,698		(862	)		7,658		(80,398	)		(43,965	)
Income tax expense (benefit)		—		—		—			—		(8,324	)		(8,324	)
Net income (loss)	$	10,939	$	18,698	$	(862	)	$	7,658	$	(72,074	)	$	(35,641	)

	Northeast		Southeast		Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2010:
Operating revenues	$	596	$	163,205	$	—		$	30,318	$	1,137		$	195,256
Segment assets		285,711		342,608		47,687			222,437		114,569			1,013,012
Goodwill		—		—		—			8,918		3,535			12,453
Capital expenditures		123		46,397		—			—		175			46,695
Project Adjusted EBITDA	$	36,030	$	78,245	$	736		$	37,867	$	(294	)	$	152,584
Change in fair value of derivative instruments		3,470		14,173		—			—		—			17,643
Depreciation and amortization		15,653		37,630		364			12,100		44			65,791
Interest, net		8,321		1,611		(1	)		13,700		(3	)		23,628
Other project (income) expense		1,592		135		47			2,080		(211	)		3,643
Project income		6,994		24,696		326			9,987		(124	)		41,879
Administration		—		—		—			—		16,149			16,149
Interest, net		—		—		—			—		11,701			11,701
Foreign exchange gain		—		—		—			—		(1,014	)		(1,014	)
Other income, net		—		—		—			—		(26	)		(26	)
Income from operations before income taxes		6,994		24,696		326			9,987		(26,934	)		15,069
Income tax expense (benefit)		—		—		—			—		18,924			18,924
Net income (loss)	$	6,994	$	24,696	$	326		$	9,987	$	(45,858	)	$	(3,855	)

	Northeast			Southeast			Northwest			Southwest		Un-allocated Corporate			Consolidated
Year ended December 31, 2009:
Operating revenues	$	—		$	148,517		$	—		$	31,000	$	—		$	179,517
Segment assets		199,959			327,844			7,003			232,179		102,591			869,576
Goodwill		—			—			—			8,918		—			8,918
Capital expenditures		—			1,954			—			—		62			2,016
Project Adjusted EBITDA	$	32,435		$	75,265		$	822		$	35,891	$	(234	)	$	144,179
Change in fair value of derivative instruments		(1,569	)		6,616			—			—		—			5,047
Depreciation and amortization		14,286			41,014			365			11,964		14			67,643
Interest, net		10,450			6,084			(1	)		14,960		18			31,511
Other project (income) expense		6,672			(15,788	)		—			679		—			(8,437	)
Project income		2,596			37,339			458			8,288		(266	)		48,415
Administration		—			—			—			—		26,028			26,028
Interest, net		—			—			—			—		55,698			55,698
Foreign exchange loss		—			—			—			—		20,506			20,506
Other expense, net		—			—			—			—		362			362
Loss from operations before income taxes		2,596			37,339			458			8,288		(102,860	)		(54,179	)
Income tax expense (benefit)		—			—			—			—		(15,693	)		(15,693	)
Net income (loss)	$	2,596		$	37,339		$	458		$	8,288	$	(87,167	)	$	(38,486	)

Schedule of revenue and assets by country

	Revenue				Property, Plant and Equipment, net
	2012		2011		2012		2011
United States	$	104,325	$	53,665	$	972,213	$	284,018
Canada		63,285		—		577,413		—
Total	$	167,610	$	53,665	$	1,549,626	$	284,018

	Revenue						Property, Plant & Equipment, net
	2011		2010		2009		2011		2010
United States	$	249,109	$	195,256	$	179,517	$	816,744	$	271,830
Canada		35,786		—		—		571,510		—
Total	$	284,895	$	195,256	$	179,517	$	1,388,254	$	271,830

XML

Equity method investments

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Equity method investments

Equity method investments

3. Equity method investments

        The following summarizes the operating results for the three months ended March 31, 2012 and 2011, respectively, for our equity earnings interest in our equity method investments:

	Three months ended March 31,
	2012			2011
Revenue
Chambers	$	13,227		$	13,269
Badger Creek		1,179			3,316
Gregory		4,315			7,181
Orlando		10,812			9,926
Selkirk		12,062			10,902
Other		11,733			1,821
		53,328			46,415
Project expenses
Chambers		9,753			9,380
Badger Creek		1,137			2,983
Gregory		5,780			6,630
Orlando		10,093			9,463
Selkirk		10,335			12,659
Other		8,394			1,428
		45,492			42,543
Project other income (expense)
Chambers		(1,193	)		(427	)
Badger Creek		(4	)		—
Gregory		(83	)		(38	)
Orlando		(14	)		(30	)
Selkirk		(65	)		(1,636	)
Other		(3,530	)		(430	)
		(4,889	)		(2,561	)
Project income (loss)
Chambers		2,281			3,462
Badger Creek		38			333
Gregory		(1,548	)		513
Orlando		705			433
Selkirk		1,662			(3,393	)
Other		(191	)		(37	)
		2,947			1,311

4. Equity method investments

        The following tables summarize our equity method investments:

				Carrying value as of December 31,
	Percentage of Ownership as of December 31, 2011
Entity name				2011		2010
Frederickson		50.0	%		166,837		—
Orlando Cogen, LP		50.0	%		25,955		31,543
Badger Creek Limited		50.0	%		6,477		7,839
Onondaga Renewables, LLC		50.0	%		291		1,761
Topsham Hydro Assets		50.0	%		—		8,500
Koma Kulshan Associates		49.8	%		5,856		6,491
Chambers Cogen, LP		40.0	%		143,797		139,855
Delta-Person, LP		40.0	%		—		—
Rockland Wind Farm		30.0	%		12,500		—
Idaho Wind Partners 1, LLC		27.6	%		36,143		41,376
Selkirk Cogen Partners, LP		18.5	%		47,357		53,575
Gregory Power Partners, LP		17.1	%		3,520		3,662
PERH		14.3	%		25,609		—
Other		—			9		203
Total				$	474,351	$	294,805

        Equity in earnings (loss) of unconsolidated affiliates was as follows:

	Year Ended December 31,
Entity name	2011			2010			2009
Chambers Cogen, LP	$	7,739		$	13,144		$	6,599
Orlando Cogen, LP		863			2,031			3,152
Gregory Power Partners, LP		524			2,162			1,791
Koma Kulshan Associates		483			452			458
Frederickson		444			—			—
Onondaga Renewables, LLC		(1,761	)		(320	)		(600	)
Idaho Wind Partners 1, LLC		(1,563	)		(126	)		—
Selkirk Cogen Partners, LP		(406	)		(3,454	)		(280	)
Badger Creek Limited		(4	)		749			1,948
Delta-Person, LP		—			—			(644	)
Topsham Hydro Assets		—			(436	)		1,506
Rumford Cogeneration, LP		—			(359	)		(1,904	)
Mid-Georgia Cogen, LP		—			—			(2,686	)
Rollcast Energy, Inc. (Note 3(f))		—			(66	)		(267	)
Other		37			—			(559	)
Total		6,356			13,777			8,514
Distributions from equity method investments		(21,889	)		(16,843	)		(27,884	)
Equity in earnings (loss) of unconsolidated affiliates, net of distributions	$	(15,533	)	$	(3,066	)	$	(19,370	)

        The following summarizes the balance sheets at December 31, 2011, 2010 and 2009, and operating results for each of the years ended December 31, 2011, 2010 and 2009, respectively, for our proportional ownership interest in equity method investments:

	2011			2010			2009
Assets
Current assets
Chambers	$	9,937		$	11,391		$	10,356
Orlando		6,892			6,965			6,725
Gregory		3,933			3,063			11,358
Selkirk		15,852			11,782			9,431
Badger Creek		766			2,714			2,567
Other		10,671			7,563			2,043
Non-Current assets
Chambers		245,842			253,388			259,989
Orlando		23,805			29,419			34,975
Gregory		16,092			19,490			12,351
Selkirk		47,737			65,036			78,748
Badger Creek		6,011			6,645			9,177
Other		313,142			128,763			34,631
	$	700,680		$	546,219		$	472,351
Liabilities
Current liabilities
Chambers	$	16,016		$	15,914		$	16,898
Orlando		4,742			4,841			5,313
Gregory		3,132			3,421			4,118
Selkirk		14,743			17,371			13,495
Badger Creek		300			1,520			1,795
Other		10,980			76,910			1,704
Non-Current liabilities
Chambers		95,966			109,010			123,946
Orlando		—			—			—
Gregory		13,373			15,470			16,660
Selkirk		1,489			5,872			17,654
Badger Creek		—			—			—
Other		65,588			1,085			11,538
	$	226,329		$	251,414		$	213,121
Operating results
Revenue
Chambers	$	49,336		$	55,469		$	50,745
Orlando		40,345			42,062			41,911
Gregory		28,474			31,291			28,477
Selkirk		54,613			51,915			47,577
Badger Creek		6,546			13,485			12,861
Mid-Georgia		—			—			6,521
Other		16,499			3,501			23,327
		195,813			197,723			211,419
Project expenses
Chambers		39,358			38,377			40,540
Orlando		39,414			39,898			38,694
Gregory		27,440			27,324			24,893
Selkirk		49,595			48,496			44,045
Badger Creek		6,526			11,723			10,897
Mid-Georgia		—			—			6,519
Other		12,126			2,049			22,560
		174,459			167,867			188,148
Project other income (expense)
Chambers		(2,239	)		(3,948	)		(3,606	)
Orlando		(68	)		(133	)		(65	)
Gregory		(510	)		(1,805	)		(1,793	)
Selkirk		(5,424	)		(6,873	)		(3,812	)
Badger Creek		(24	)		(1,013	)		(16	)
Mid-Georgia		—			—			(2,688	)
Other		(6,733	)		(2,307	)		(2,777	)
		(14,998	)		(16,079	)		(14,757	)
Project income (loss)
Chambers	$	7,739		$	13,144		$	6,599
Orlando		863			2,031			3,152
Gregory		524			2,162			1,791
Selkirk		(406	)		(3,454	)		(280	)
Badger Creek		(4	)		749			1,948
Mid-Georgia		—			—			(2,686	)
Other		(2,360	)		(855	)		(2,010	)
		6,356			13,777			8,514

XML

Long-term debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Long-term debt.

Schedule of long-term debt

	March 31, 2012			December 31, 2011			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	460,000		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		210,526			206,490		5.95%
Senior unsecured notes, due July 2014		190,000			190,000		5.90%
Senior unsecured notes, due August 2017		150,000			150,000		5.87%
Senior unsecured notes, due August 2019		75,000			75,000		5.97%
Non-Recourse Debt:
Epsilon Power Partners term facility, due 2019		34,608			34,982		7.40%
Path 15 senior secured bonds		145,880			145,879		7.90% – 9.00%
Auburndale term loan, due 2013		10,150			11,900		5.10%
Cadillac term loan, due 2025		39,631			40,231		6.02% – 8.00%
Piedmont construction loan, due 2013		108,863			100,796		Libor plus 3.50%
Canadian Hills construction loan, due 2013		176,149			—		Libor plus 3.00%
Purchase accounting fair value adjustments		10,398			10,580
Less current maturities		(246,520	)		(20,958	)
Total long-term debt	$	1,364,685		$	1,404,900

	December 31, 2011			December 31, 2010			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	—		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		206,490			—		5.95%
Senior unsecured notes, due July 2014		190,000			—		5.90%
Senior unsecured notes, due August 2017		150,000			—		5.87%
Senior unsecured notes, due August 2019		75,000			—		5.97%
Non-Recourse Debt:
Epsilon Power Partners term faciliy, due 2019		34,982			36,482		7.40%
Path 15 senior secured bonds		145,879			153,868		7.90% – 9.00%
Auburndale term loan, due 2013		11,900			21,700		5.10%
Cadillac term loan, due 2025		40,231			42,531		6.02% – 8.00%
Piedmont construction loan, due 2013		100,796			—		Libor plus 3.50%
Purchase accounting fair value adjustments		10,580			11,305
Less current maturities		(20,958	)		(21,587	)
Total long-term debt	$	1,404,900		$	244,299

Schedule of principal payments on the maturities of debt due in next five years

2012	$	20,958
2013		75,059
2014		209,854
2015		21,771
2016		21,677
Thereafter		1,065,959
	$	1,415,278

XML

Long-term debt

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Long-term debt.

Long-term debt

5. Long-term debt

        Long-term debt consists of the following:

	March 31, 2012			December 31, 2011			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	460,000		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		210,526			206,490		5.95%
Senior unsecured notes, due July 2014		190,000			190,000		5.90%
Senior unsecured notes, due August 2017		150,000			150,000		5.87%
Senior unsecured notes, due August 2019		75,000			75,000		5.97%
Non-Recourse Debt:
Epsilon Power Partners term facility, due 2019		34,608			34,982		7.40%
Path 15 senior secured bonds		145,880			145,879		7.90% – 9.00%
Auburndale term loan, due 2013		10,150			11,900		5.10%
Cadillac term loan, due 2025		39,631			40,231		6.02% – 8.00%
Piedmont construction loan, due 2013		108,863			100,796		Libor plus 3.50%
Canadian Hills construction loan, due 2013		176,149			—		Libor plus 3.00%
Purchase accounting fair value adjustments		10,398			10,580
Less current maturities		(246,520	)		(20,958	)
Total long-term debt	$	1,364,685		$	1,404,900

• Notes of Atlantic Power (US) GP

        Atlantic Power (US) GP, an indirect, wholly owned subsidiary acquired in connection with the acquisition of the Partnership, has outstanding $150.0 million aggregate principal amount of 5.87% senior guaranteed notes, Series A, due August 2017 (the "Series A Notes"). Interest on the Series A Notes is payable semi-annually at 5.87%. Atlantic Power (US) GP also has outstanding $75.0 million aggregate principal amount of 5.97% senior guaranteed notes, Series B, due August 2019 (the "Series B Notes"). Interest on the Series B Notes is payable semi-annually at 5.97%. The Series A Notes and Series B Notes are guaranteed by the Partnership and by Curtis Palmer LLC, a wholly-owned subsidiary of the Partnership.

• Non-Recourse Debt

        Project-level debt of our consolidated projects is secured by the respective project and its contracts with no other recourse to us. Project-level debt generally amortizes during the term of the respective revenue generating contracts of the projects. The loans have certain financial covenants that must be met. At March 31, 2012, all of our projects were in compliance with the covenants contained in project-level debt. However, our Epsilon Power Partners, Selkirk, Delta-Person and Gregory projects had not achieved the levels of debt service coverage ratios required by the project-level debt arrangements as a condition to make distributions and were therefore restricted from making distributions to us.

• Senior Credit Facility

        As of March 31, 2012, $72.8 million was drawn on the senior credit facility and $139.1 million was issued in letters of credit, but not drawn, to support contractual credit requirements at several of our projects and the applicable margin was 2.75%.

9. Long-term debt

        Long-term debt consists of the following:

	December 31, 2011			December 31, 2010			Interest Rate
Recourse Debt:
Senior notes, due 2018	$	460,000		$	—		9.00%
Senior unsecured notes, due June 2036 (Cdn$210,000)		206,490			—		5.95%
Senior unsecured notes, due July 2014		190,000			—		5.90%
Senior unsecured notes, due August 2017		150,000			—		5.87%
Senior unsecured notes, due August 2019		75,000			—		5.97%
Non-Recourse Debt:
Epsilon Power Partners term faciliy, due 2019		34,982			36,482		7.40%
Path 15 senior secured bonds		145,879			153,868		7.90% – 9.00%
Auburndale term loan, due 2013		11,900			21,700		5.10%
Cadillac term loan, due 2025		40,231			42,531		6.02% – 8.00%
Piedmont construction loan, due 2013		100,796			—		Libor plus 3.50%
Purchase accounting fair value adjustments		10,580			11,305
Less current maturities		(20,958	)		(21,587	)
Total long-term debt	$	1,404,900		$	244,299

• Notes of Atlantic Power Corporation

        On November 4, 2011, we completed a private placement of $460.0 million aggregate principal amount of 9.0% senior notes due 2018 (the "Atlantic Notes" or "Senior Notes") to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The Senior Notes were issued at an issue price of 97.471% of the face amount of the Atlantic Notes for aggregate gross proceeds to us of $448.0 million. The Atlantic Notes are senior unsecured obligations, guaranteed by certain of our subsidiaries.

• Notes of the Partnership

        The Partnership, a wholly-owned subsidiary acquired on November 5, 2011, has outstanding Cdn$210.0 million ($206.5 million at December 31, 2011) aggregate principal amount of 5.95% senior unsecured notes, due June 2036 (the "Partnership Notes"). Interest on the Partnership Notes is payable semi-annually at 5.95%. Pursuant to the terms of the Partnership Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership. The Partnership Notes are guaranteed by Atlantic Power Preferred Equity Ltd., an indirect, wholly-owned subsidiary acquired in connection with the acquisition of the Partnership.

• Notes of Curtis Palmer LLC

        Curtis Palmer LLC has outstanding $190.0 million aggregate principal amount of 5.90% senior unsecured notes, due July 2014 (the "Curtis Palmer Notes"). Interest on the Curtis Palmer Notes is payable semi-annually at 5.90%. Pursuant to the terms of the Curtis Palmer Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership. The Curtis Palmer Notes are guaranteed by the Partnership.

• Notes of Atlantic Power (US) GP

        Atlantic Power (US) GP, an indirect, wholly-owned subsidiary acquired in connection with the acquisition of the Partnership, has outstanding $150.0 million aggregate principal amount of 5.87% senior guaranteed notes, Series A, due August 2017 (the "Series A Notes"). Interest on the Series A Notes is payable semi-annually at 5.87%. Atlantic Power (US) GP has also outstanding $75.0 million aggregate principal amount of 5.97% senior guaranteed notes, Series B, due August 2019 (the "Series B Notes"). Interest on the Series B Notes is payable semi-annually at 5.97%. Pursuant to the terms of the Series A Notes and the Series B Notes, we must meet certain financial and other covenants, including a financial covenant generally based on the ratio of debt to capitalization of the Partnership and Atlantic Power (US) GP. The Series A Notes and the Series B Notes are guaranteed by the Partnership and by Curtis Palmer LLC.

• Non-Recourse Debt

        Project-level debt of our consolidated projects is secured by the respective project and its contracts with no other recourse to us. Project-level debt generally amortizes during the term of the respective revenue generating contracts of the projects. The loans have certain financial covenants that must be met. At December 31, 2011, all but one of our projects were in compliance with the covenants contained in project-level debt. The project that was not in compliance with its debt covenants received a waiver from the creditor subsequent to December 31, 2011. However, our Epsilon Power Partners, Selkirk, Delta-Person and Gregory projects had not achieved the levels of debt service coverage ratios required by the project-level debt arrangements as a condition to make distributions and were therefore restricted from making distributions to us.

        The required coverage ratio at Epsilon Power Partners is calculated based on the most recent four quarters cash flow results from Chambers. Reduced cash flows resulted in the project not meeting cash flow coverage ratio tests in its non-recourse debt, so we received no distributions from Chambers in 2009 and in the first nine months of 2010. The Chambers project began to meet the cash flow coverage ratio for its non-recourse debt again as of September 30, 2010, and the project began distributions to our project holding company, Epsilon Power Partners, in October 2010. However, the required cash flow coverage ratio on the debt at Epsilon Power Partners has not been achieved and, as a result, Epsilon has not made any distributions to us during 2009, 2010 and 2011. Based on our current projections, Epsilon will continue receiving distributions from the project in 2012 based on meeting the required debt service coverage ratios, and we expect Epsilon to resume making distributions to us in late 2013.

        The required coverage ratio at Selkirk is calculated based on both historical project cash flows for the previous six months, as well as projected project cash flows for the next six months. Increased natural gas transportation costs attributable to a contractual price increase at Selkirk are the primary contributors to the project not currently meeting its minimum coverage ratio. The Selkirk debt will be paid in full during 2012, after which we expect to resume receiving distributions from the project.

        The required coverage ratio at Delta-Person is based on the most recent four-quarter period. The higher operations and maintenance costs caused Delta-Person to fail its debt service coverage ratio and restrict cash distributions for 2010 and 2011.

        The required coverage ratio at Gregory is calculated based on both historical project cash flows for the previous six months, as well as projected cash flows for the next six months. Increased fuel costs in 2011 attributable to fuel hedges that expired at the end of 2010 are the primary contributors to the project not currently meeting its debt service coverage ratio requirements.

• Senior Credit Facility

        On November 4, 2011, we entered into an Amended and Restated Credit Agreement, pursuant to which we increased the capacity under our existing credit facility from $100.0 million to $300.0 million on a senior secured basis, $200.0 million of which may be utilized for letters of credit. Borrowings under the facility are available in U.S. dollars and Canadian dollars and bear interest at a variable rate equal to the U.S. Prime Rate, the London Interbank Offered Rate or the Canadian Prime Rate, as applicable, plus an applicable margin of between 0.75% and 3.00% that varies based on our corporate credit rating. The credit facility matures on November 4, 2015.

        The credit facility contains representations, warranties, terms and conditions customary for credit facilities of this type. We must meet certain financial covenants under the terms of the credit facility, which are generally based on ratios of debt to EBITDA and EBITDA to interest. The credit facility is secured by pledges of certain assets and interests in certain subsidiaries. We expect to remain in compliance with the covenants of the credit facility for at least the next 12 months.

        As of December 31, 2011, the applicable margin was 2.75%. As of December 31, 2011, $58.0 million was drawn on the senior credit facility and $107.3 million was issued in letters of credit, but not drawn, to support contractual credit requirements at several of our projects.

        Principal payments on the maturities of our debt due in the next five years and thereafter are as follows:

2012	$	20,958
2013		75,059
2014		209,854
2015		21,771
2016		21,677
Thereafter		1,065,959
	$	1,415,278

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY In Thousands, except Share data, unless otherwise specified	Total USD ($)	Total CAD	Common Shares USD ($)	Retained Deficit USD ($)	Accumulated Other Comprehensive Income USD ($)	Noncontrolling Interest USD ($)	Preferred Shares USD ($)	Comprehensive Income USD ($)
Balance at Dec. 31, 2008	$ 151,626		$ 215,163	$ (60,401)	$ (3,136)
Balance (in shares) at Dec. 31, 2008			60,941,000
Increase (decrease) in shareholders' equity
Subordinated notes conversion	327,691		327,691
Subordinated notes conversion (in shares)			(114,000)
Common shares issued for LTIP	151		151
Common shares issued for LTIP (in shares)			59,000
Common stock repurchases	(1,088)		(1,088)
Common stock repurchases (in shares)			(482,000)
Dividends declared	(28,054)			(28,054)
Comprehensive Income:
Net (loss) income	(38,486)			(38,486)				(38,486)
Unrealized loss on hedging activities, net of tax of $251, ($1,518) and ($1,518) for the year ended 2011, 2010 and 2009, respectively	2,277				2,277			2,277
Net comprehensive loss	(36,209)							(36,209)
Balance at Dec. 31, 2009	414,117		541,917	(126,941)	(859)
Balance (in shares) at Dec. 31, 2009			60,404,000
Increase (decrease) in shareholders' equity
Convertible debenture conversion	7,147	(7,325)	7,147
Convertible debenture conversion (in shares)			579,000
Common shares issuance, net of costs	75,267		75,267
Common shares issuance, net of costs (in shares)			6,029,000
Common shares issued for LTIP	1,325		1,325
Common shares issued for LTIP (in shares)			106,000
LTIP amendment	2,952		2,952
Piedmont equity costs	(2,500)		(2,500)
Noncontrolling interest	3,507					3,507
Dividends declared	(65,801)			(65,801)
Comprehensive Income:
Net (loss) income	(3,752)			(3,752)				(3,752)
Unrealized loss on hedging activities, net of tax of $251, ($1,518) and ($1,518) for the year ended 2011, 2010 and 2009, respectively	1,114				1,114			1,114
Net comprehensive loss	(2,638)							(2,638)
Balance at Dec. 31, 2010	433,376		626,108	(196,494)	255	3,507
Balance (in shares) at Dec. 31, 2010			67,118,000
Comprehensive Income:
Net (loss) income	6,136,000
Unrealized loss on hedging activities, net of tax of $251, ($1,518) and ($1,518) for the year ended 2011, 2010 and 2009, respectively	272
Net comprehensive loss	6,408					(154)
Balance at Mar. 31, 2011
Balance at Dec. 31, 2010	433,376		626,108	(196,494)	255	3,507
Balance (in shares) at Dec. 31, 2010			67,118,000
Increase (decrease) in shareholders' equity
Convertible debenture conversion	26,357	(26,639)	26,357
Convertible debenture conversion (in shares)	2,089,885,000		2,090,000
Common shares issuance, net of costs	155,424		155,424
Common shares issuance, net of costs (in shares)			12,650,000
Common shares issued for LTIP	1,951		1,951
Common shares issued for LTIP (in shares)			168,000
Shares issued in connection with CPILP acquisition	407,425		407,425
Shares issued in connection with CPILP acquisition (in shares)			31,500,000
Preferred shares of a subsidiary company assumed in connection with CPILP acquisition	221,304						221,304
Noncontrolling interest	(480)					(480)
Dividends declared on common shares	(85,720)			(85,720)
Dividends declared on preferred shares of a subsidiary company	(3,247)						(3,247)
Comprehensive Income:
Net (loss) income	(38,408)			(38,408)			3,247	(38,308)
Unrealized loss on hedging activities, net of tax of $251, ($1,518) and ($1,518) for the year ended 2011, 2010 and 2009, respectively	(1,638)				(1,638)			(1,638)
Foreign currency translation adjustments	(3,321)				(3,321)			(3,321)
Defined benefit plan, net of $264 tax for the year ended 2011	(489)				(489)			(489)
Net comprehensive loss	(40,609)							(40,609)
Balance at Dec. 31, 2011	1,115,781		1,217,265	(320,622)	(5,193)	3,027	221,304
Balance (in shares) at Dec. 31, 2011			113,526,000
Comprehensive Income:
Unrealized loss on hedging activities, net of tax of $251, ($1,518) and ($1,518) for the year ended 2011, 2010 and 2009, respectively	245
Foreign currency translation adjustments	17,164
Net comprehensive loss	(24,883)					3,078
Balance at Mar. 31, 2012	$ 1,058,537

XML

Related party transactions (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011 Idaho Wind	Dec. 31, 2010 Idaho Wind	Dec. 31, 2011 ArcLight	Dec. 31, 2010 ArcLight	Dec. 31, 2009 ArcLight equityfund
Related party transactions
Loan to Idaho Wind			$ 22,781,000		$ 22,800,000
Interest income from loan given to Idaho Wind	5,110,000	22,781,000	(22,781,000)	1,600,000
Number of private equity funds								2
Aggregate amount payable on termination of contract								15,000,000
Payment due on termination date for termination of agreement								6,000,000
Additional payment due on first anniversary of termination date							5,000,000
Additional payment due on second anniversary of termination date						3,000,000
Additional payment due on third anniversary of termination date						1,000,000
Estimated fair value of termination fee due						$ 900,000

XML

Acquisitions and divestments

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Acquisitions and divestments

Acquisitions and divestments

2. Acquisitions and divestitures

2012 Acquisition

        On January 31, 2012, Atlantic Oklahoma Wind, LLC ("Atlantic OW"), a Delaware limited liability company and our wholly owned subsidiary, entered into a purchase and sale agreement with Apex Wind Energy Holdings, LLC, a Delaware limited liability company ("Apex"), pursuant to which Atlantic OW acquired a 51% interest in Canadian Hills Wind, LLC, an Oklahoma limited liability company ("Canadian Hills") for a nominal sum. Canadian Hills is the owner of a 298.45 MW wind energy project under construction in the state of Oklahoma. On March 30, 2012, we completed the purchase of an additional 48% interest in the Canadian Hills for a nominal amount, bringing our total interest in the project to 99%. Apex retained a 1% interest in the project. We also closed on a $310 million non-recourse, project-level construction financing facility for the project, which includes a $290 million construction loan and a $20 million 5-year letter of credit facility. The construction loan is structured to be repaid by a tax equity investment, in which we are actively pursuing, when Canadian Hills commences commercial operations. We are committed to investing approximately $180 million of equity (net of financing costs) following the funding of the construction financing. The acquisition of Canadian Hills was accounted for as an asset purchase and is consolidated in our consolidated balance sheet at March 31, 2012.

Purchase Accounting Adjustment

        In the three months ended March 31, 2012, we recorded an adjustment to intangible assets for PPAs and fuel supply agreement liabilities that resulted from our acquisition of Atlantic Power Limited Partnership, formerly Capital Power Income L.P. (the "Partnership") on November 5, 2011. The fair values of these assets acquired and liabilities assumed were refined based upon further analysis as the purchase price allocation at December 31, 2011 was preliminary. Fair values were determined by applying an income approach using the discounted cash flow method. These measurements were based on significant inputs not observable in the market and thus represent a Level 3 fair value measurement. As a result of the adjustment, intangible assets increased by $26.0 million and fuel supply agreement liabilities increased by $26.0 million in the three months ended March 31, 2012.

2012 Divestiture

        On February 16, 2012, we entered into an agreement with Primary Energy Recycling Corporation ("Primary Energy" or "PERC"), whereby PERC agreed to purchase our 7,462,830.33 common membership interests in Primary Energy Recycling Holdings, LLC ("PERH") (14.3% of PERH total interests) for approximately $24 million, plus a management agreement termination fee of approximately $6.1 million, for a total sale price of $30.1 million. The agreed upon price for our private interest in PERH was established as of December 19, 2011 and represented a 16% discount to the 60-day volume weighted average trading price of PERH's common shares at that time. The transaction remains subject to pricing adjustment or termination under certain circumstances. Completion of the transaction is subject to PERC obtaining financing and is expected to close during the second quarter of 2012.

2011 Divestiture

        On February 28, 2011, we entered into a purchase and sale agreement with a third party for the purchase of our lessor interest in the Topsham project. The transaction closed on May 6, 2011 and we received proceeds of $8.5 million. No gain or loss was recorded on the sale.

3. Acquisitions and divestments

• Acquisitions

(a)   Capital Power Income L.P.

        On November 5, 2011, we completed the acquisition of all of the outstanding limited partnership units of Capital Power Income, LP (renamed Atlantic Power Limited Partnership on February 1, 2012, the "Partnership") pursuant to the terms and conditions of an Arrangement Agreement, dated June 20, 2011, as amended by Amendment No. 1, dated July 15, 2011 (the"Arrangement Agreement"), by and among us, the Partnership, CPI Income Services, Ltd., the general partner of the Partnership and CPI Investments, Inc., a unitholder of the Partnership that was then owned by EPCOR Utilities Inc. and Capital Power Corporation. The transactions contemplated by the Arrangement Agreement were effected through a court-approved plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"). The Plan of Arrangement was approved by the unitholders of the Partnership, and the issuance of our common shares to the Partnership unitholders pursuant to the Plan of Arrangement was approved by our shareholders, at respective special meetings held on November 1, 2011. A Final Order approving the Plan of Arrangement was granted by the Court of Queen's Bench of Alberta on November 1, 2011. Pursuant to the Plan of Arrangement, the Partnership sold its Roxboro and Southport facilities located in North Carolina to an affiliate of Capital Power Corporation, for approximately Cdn$121.4 million which equates to approximately Cdn$2.15 per unit of the Partnership. In addition, in connection with the Plan of Arrangement, the management agreements between certain subsidiaries of Capital Power Corporation and the Partnership and certain of its subsidiaries were terminated in consideration of a payment of Cdn$10.0 million. Atlantic Power and its subsidiaries assumed the management of the Partnership upon closing and entered into a transitional services agreement with Capital Power Corporation for a term of six to twelve months to facilitate and support the integration of the Partnership into Atlantic Power.

        The acquisition expands and diversifies our asset portfolio to include projects in Canada and regions of the United States where we did not have a presence. The enhanced geographic diversification is anticipated to lead to additional growth opportunities in those regions where we did not previously operate. Our average PPA term increases from 8.8 years to 9.1 years and enhances the credit quality of our portfolio of off takers. The acquisition increases our market capitalization and enterprise value which is expected to add liquidity and enhance access to capital to fuel the long-term growth of our asset base throughout North America.

        Pursuant to the Plan of Arrangement, we directly and indirectly acquired each outstanding limited partnership unit of the Partnership in exchange for Cdn$19.40 in cash ("Cash Consideration") or 1.3 Atlantic Power common shares ("Share Consideration") in accordance with elections and deemed elections in accordance with the Plan of Arrangement.

        As a result of the elections made by the Partnership unitholders and pro-ration in accordance with the Plan of Arrangement, those unitholders who elected to receive Cash Consideration received in exchange for each limited partnership unit of the Partnership (i) cash equal to approximately 73% of the Cash Consideration and (ii) Share Consideration in respect of the remaining approximately 27% of the consideration payable for the unit. Any limited partnership units of the Partnership not exchanged for cash consideration in accordance with the Plan of Arrangement were exchanged for Share Consideration.

        At closing, the consideration paid to acquire the Partnership totaled $1.0 billion, consisting of $601.8 million paid in cash and $407.4 million in shares of our common shares (31.5 million shares issued) less cash acquired of $22.7 million.

        Our acquisition of the Partnership is accounted for under the acquisition method of accounting as of the transaction closing date. The purchase price allocation for the business combination is estimated as follows (in thousands):

Fair value of consideration transferred:
Cash	$	601,766
Equity		407,424
Total purchase price	$	1,009,190
Preliminary purchase price allocation
Working capital	$	37,951
Property, plant and equipment		1,024,015
Intangibles		528,531
Other long-term assets		224,295
Long-term debt		(621,551	)
Other long-term liabilities		(129,341	)
Deferred tax liability		(164,539	)
Total identifiable net assets		899,361
Preferred shares		(221,304	)
Goodwill		331,133
Total purchase price		1,009,190
Less cash acquired		(22,683	)
Cash paid, net of cash acquired	$	986,507

        The purchase price was computed using the Partnership's outstanding units as of June 30, 2011, adjusted for the exchange ratio at November 4, 2011. The purchase price reflects the market value of our common shares issued in connection with the transaction based on the closing price of the Partnership's units on the Toronto Stock Exchange on November 4, 2011. The goodwill is attributable to the expansion of our asset portfolio to include projects in Canada and regions of the United States where we did not have a presence and this enhanced geographic diversification should lead to additional growth opportunities in those regions we did not previously operate. It is not expected to be deductible for tax purposes. Of the $331.1 million of goodwill, $135.3 million was assigned to the Northeast segment, $138.2 million was assigned to the Northwest segment and $57.6 million was assigned to the Southwest segment.

        The fair values of the assets acquired and liabilities assumed were estimated by applying an income approach using the discounted cash flow method. These measurements were based on significant inputs not observable in the market and thus represent a level 3 fair value measurement. The primary considerations and assumptions that affected the discounted cash flows included the operational characteristics and financial forecasts of acquired facilities, remaining useful lives and discount rates based of the weighted average cost of capital ("WACC") on a merchant basis. The WACCs were based on a set of comparable companies as well as existing yields for debt and equity as of the acquisition date.

        The partnership contributed revenues of $73.8 million and a loss of less than $0.1 million to our consolidated statements of operations for the period from November 5, 2011 to December 31, 2011. The following unaudited pro-forma consolidated results of operations for years ended December 31, 2011 and 2010, assume the Partnership acquisition occurred as of January 1 of each year. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2011 and January 1, 2010 or of results that may occur in the future (amounts in thousands):

	Unaudited
	Years ended December 31,
	2011			2010
Total project revenue	$	694,162		$	669,985
Net income (loss) attributable to Atlantic Power Corporation		(95,772	)		(2,462	)
Net income (loss) per share attributable to Atlantic Power Corporation shareholders:
Basic	$	(0.85	)	$	(0.02	)
Diluted	$	(0.85	)	$	(0.02	)

(b)   Rockland

        On December 28, 2011, we purchased a 30% interest for $12.5 million in the Rockland Wind Project ("Rockland"), an 80 MW wind farm near American Falls, Idaho, that began operations in early December 2011. The Rockland Wind Project sells power under a 25-year power purchase agreement with Idaho Power. Rockland is accounted for under the equity method of accounting.

(c)   Cadillac

        On December 21, 2010, we acquired 100% of Cadillac Renewable Energy, LLC, which owns and operates a 39.6 MW wood-fired facility in Cadillac, Michigan. The purchase price was funded by $37.0 million using a portion of the cash raised in the public equity and convertible debenture offerings in October 2010 and the assumption of $43.1 million of project-level debt. The cash payment for the acquisition of Cadillac was allocated to the net assets acquired based on our estimate of fair value. The total cash paid for the acquisition, less cash acquired in December 2010 was $35.1 million.

        The allocation of the purchase price to the net assets acquired is as follows:

Recognized amounts of identifiable assets acquired and liabilities assumed:
Working capital	$	5,643
Property, plant and equipment		42,101
Power purchase agreements		36,420
Interest rate swap derivative		(4,038	)
Project-level debt		(43,131	)
Total purchase price		36,995
Less cash acquired		(1,870	)
Cash paid, net of cash acquired	$	35,125

(d)   Piedmont

        On October 21, 2010, we completed the closing of non-recourse, project-level bank financing for our Piedmont Green Power project ("Piedmont"). The terms of the financing include an $82.0 million construction and term loan and a $51.0 million bridge loan for approximately 95% of the stimulus grant expected to be received from the U.S. Treasury 60 days after the start of commercial operations. In addition, we made an equity contribution of approximately $75.0 million for substantially all of the equity interest in the project. Piedmont is a 53.5 MW biomass plant located in Barnesville, Georgia, approximately 70 miles south of Atlanta. The Project was developed and will be managed by Rollcast Energy, Inc., a biomass developer in which we own a 60% interest.

(e)   Idaho Wind

        On July 2, 2010, we acquired a 27.6% equity interest in Idaho Wind Partners 1, LLC ("Idaho Wind") for $38.9 million and approximately $3.1 million in transaction costs. Idaho Wind began commercial operation in the fourth quarter of 2010. Our investment in Idaho Wind was funded with cash on hand and a $20.0 million borrowing under our revolving credit facility, which was repaid in October 2010 with a portion of the proceeds from a public offering. Idaho Wind is accounted for under the equity method of accounting.

(f)    Rollcast

        On March 31, 2009, we acquired a 40% equity interest in Rollcast Energy, Inc., a North Carolina Corporation for $3.0 million in cash. On March 1, 2010, we paid $1.2 million in cash for an additional 15% of the shares of Rollcast, increasing our interest from 40% to 55% and providing us control of Rollcast. We consolidated Rollcast as of that date. We previously accounted for our 40% interest in Rollcast as an equity method investment. On April 28, 2010, we paid an additional $0.8 million to increase our ownership interest in Rollcast to 60%.

        Rollcast is a developer of biomass power plants in the southeastern U.S. with several projects in various stages of development. The investment in Rollcast gives us the option but not the obligation to invest equity in Rollcast's biomass power plants.

        The following table summarizes the consideration transferred to acquire Rollcast and the preliminary estimated amounts of identifiable assets acquired and liabilities assumed at the March 1, 2010 acquisition date, as well as the fair value of the noncontrolling interest in Rollcast at the acquisition date:

Fair value of consideration transferred:
Cash	$	1,200
Other items to be allocated to identifiable assets acquired and liabilities assumed:
Fair value of our investment in Rollcast at the acquisition date		2,758
Fair value of noncontrolling interest in Rollcast		3,410
Gain recognized on the step acquisition		211
Total	$	7,579
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	1,524
Property, plant and equipment		130
Prepaid expenses and other assets		133
Capitalized development costs		2,705
Trade and other payables		(448	)
Total identifiable net assets		4,044
Goodwill		3,535
	$	7,579

        As a result of obtaining control over Rollcast, our previously held 40% interest was remeasured to fair value, resulting in a gain of $0.2 million. This has been recognized in other income (expense) in the consolidated statements of operations.

        The fair value of the noncontrolling interest of $3.4 million in Rollcast was estimated by applying an income approach using the discounted cash flow method. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 fair value measurement. The fair value estimate utilized an assumed discount rate of 9.4% which is composed of a risk-free rate and an equity risk premium determined by the capital asset pricing of companies deemed to be similar to Rollcast. The estimate assumed that no fair value adjustments are required because of the lack of control or lack of marketability that market participants would consider when estimating the fair value of the noncontrolling interest in Rollcast.

        The goodwill is attributable to the value of future biomass power plant development opportunities. It is not expected to be deductible for tax purposes. All of the $3.5 million of goodwill was assigned to the Un-allocated Corporate segment.

• Divestments

(a)   Onondaga Renewables

        In the fourth quarter of 2011, the partners of Onondaga Renewables initiated a plan to sell their interests in the project. We determined that the carrying value of the Onondaga Renewables project was impaired and recorded a pre-tax long-lived asset impairment of $1.5 million. Our estimate of the fair market value of our 50% investment in the Onondaga Renewables project was determined based on quoted market prices for the remaining land and equipment. The Onondaga Renewables project is accounted for under the equity method of accounting and the impairment charge is included in equity earnings from unconsolidated affiliates in the consolidated statements of operations.

(b)   Topsham

        On February 28, 2011, we entered into a purchase and sale agreement with an affiliate of ArcLight for the purchase of our lessor interest in the project. The transaction closed on May 6, 2011 and we received proceeds of $8.5 million, resulting in no gain or loss on the sale.

(c)   Rumford

        During the three months ended September 30, 2009, we reviewed the recoverability of our 23.5% equity investment in the Rumford project. The review was undertaken as a result of not receiving distributions from the Project through the first nine months of 2009 and our view about the long-term economic viability of the plant upon expiration of the project's PPA on December 31, 2009.

        Based on this review, we determined that the carrying value of the Rumford project was impaired and recorded a pre-tax long-lived asset impairment of $5.5 million during 2009. The Rumford project is accounted for under the equity method of accounting and the impairment charge is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

        In the fourth quarter of 2009, Atlantic Power and the other limited partners in the Rumford project settled a dispute with the general partner related to the general partner's failure to pay distributions to the limited partners in 2009. Under the terms of the settlement, we received $2.9 million in distributions from Rumford in the fourth quarter of 2009. In addition, the general partner agreed to purchase the interests of all the limited partners in June 2010. In November 2010 we received our share of the sale proceeds of $2.0 million and recognized a gain on sale of investment of $1.5 million.

XML

Equity method investments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended															12 Months Ended				12 Months Ended									12 Months Ended					12 Months Ended								12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 Frederickson	Dec. 31, 2010 Rollcast Energy, Inc.	Dec. 31, 2009 Rollcast Energy, Inc.	Dec. 31, 2011 Badger Creek Limited	Dec. 31, 2010 Badger Creek Limited	Dec. 31, 2009 Badger Creek Limited	Dec. 31, 2011 Orlando Cogen, LP	Dec. 31, 2010 Orlando Cogen, LP	Dec. 31, 2009 Orlando Cogen, LP	Dec. 31, 2010 Topsham Hydro Assets	Dec. 31, 2009 Topsham Hydro Assets	Dec. 31, 2011 Topsham Hydro Assets	Dec. 31, 2011 Onondaga Renewables, LLC	Dec. 31, 2010 Onondaga Renewables, LLC	Dec. 31, 2009 Onondaga Renewables, LLC	Sep. 30, 2011 Onondaga Renewables, LLC	Dec. 31, 2011 Koma Kulshan Associates	Dec. 31, 2010 Koma Kulshan Associates	Dec. 31, 2009 Koma Kulshan Associates	Dec. 31, 2011 Chambers Cogen, LP	Dec. 31, 2010 Chambers Cogen, LP	Dec. 31, 2009 Chambers Cogen, LP	Dec. 31, 2009 Delta-Person, LP	Dec. 31, 2011 Delta-Person, LP	Dec. 31, 2011 Rockland	Dec. 31, 2011 Idaho Wind Partners 1, LLC	Dec. 31, 2010 Idaho Wind Partners 1, LLC	Dec. 31, 2010 Rumford Cogeneration, LP	Dec. 31, 2009 Rumford Cogeneration, LP	Sep. 30, 2009 Rumford Cogeneration, LP	Dec. 31, 2011 Selkirk Cogen Partners, LP	Dec. 31, 2010 Selkirk Cogen Partners, LP	Dec. 31, 2009 Selkirk Cogen Partners, LP	Dec. 31, 2011 Gregory Power Partners, LP	Dec. 31, 2010 Gregory Power Partners, LP	Dec. 31, 2009 Gregory Power Partners, LP	Feb. 16, 2012 PERH	Dec. 31, 2011 PERH	Dec. 31, 2009 Mid-Georgia Cogen, LP	Dec. 31, 2011 Other	Dec. 31, 2009 Other	Dec. 31, 2010 Other
Equity method investments
Percentage of ownership interest						50.00%			50.00%			50.00%					50.00%	50.00%			50.00%	49.80%			40.00%				40.00%	30.00%	27.60%				23.50%	18.50%			17.10%			14.30%	14.30%
Carrying value	$ 477,098		$ 474,351	$ 294,805		$ 166,837			$ 6,477	$ 7,839		$ 25,955	$ 31,543		$ 8,500			$ 291	$ 1,761			$ 5,856	$ 6,491		$ 143,797	$ 139,855				$ 12,500	$ 36,143	$ 41,376				$ 47,357	$ 53,575		$ 3,520	$ 3,662			$ 25,609		$ 9		$ 203
Earnings (loss) of unconsolidated affiliates	2,947	1,311	6,356	13,777	8,514	444	(66)	(267)	(4)	749	1,948	863	2,031	3,152	(436)	1,506		(1,761)	(320)	(600)		483	452	458	7,739	13,144	6,599	(644)			(1,563)	(126)	(359)	(1,904)		(406)	(3,454)	(280)	524	2,162	1,791			(2,686)	37	(559)
Distributions from equity method investments	(249)	(1,450)	(21,889)	(16,843)	(27,884)
Equity in earnings (loss) of unconsolidated affiliates, net of distributions			$ (15,533)	$ (3,066)	$ (19,370)

XML

Common shares (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended
	Nov. 30, 2011	Oct. 31, 2011	Oct. 31, 2011	Oct. 31, 2010
Common shares
Shares issued in connection with acquisition	31,500,215
Issuance of common shares		12,650,000	12,650,000	6,029,000
Issuance of common shares pursuant to the exercise of underwriters' over-allotment option in public offering		1,650,000	1,650,000	784,000
Price of common shares issued (in Canadian dollars per share)		13.26	$ 13.00	$ 13.35
Net proceeds from the common share offering, after deducting the underwriters discounts and expenses			$ 155.4	$ 75.3

XML

Accumulated depreciation and amortization

3 Months Ended

Mar. 31, 2012

Accumulated depreciation and amortization

Accumulated depreciation and amortization

4. Accumulated depreciation and amortization

        The following table presents accumulated depreciation of property, plant and equipment and the accumulated amortization of transmission system rights and other intangible assets as of March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
Property, plant and equipment	$	132,208	$	116,287
Transmission system rights		53,350		51,387
Other intangible assets and power purchase and fuel liabilities		110,752		88,808

XML

Fair value of financial instruments (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair value of financial instruments
Restricted cash	$ 27,761	$ 21,412	$ 15,744
Derivative assets current	10,610	10,411	8,865
Derivative assets non-current	16,589	22,003	17,884
Derivative liabilities current	50,030	20,592	10,009
Derivative liabilities non-current	109,873	33,170	21,543
Carrying Amount
Fair value of financial instruments
Cash and cash equivalents		60,651	45,497
Restricted cash		21,412	15,744
Derivative assets current		10,411	8,865
Derivative assets non-current		22,003	17,884
Derivative liabilities current		20,592	10,009
Derivative liabilities non-current		33,170	21,543
Revolving credit facility and long-term debt, including current portion		1,483,858	265,886
Convertible debentures		189,563	220,616
Fair Value
Fair value of financial instruments
Cash and cash equivalents		60,651	45,497
Restricted cash		21,412	15,744
Derivative assets current		10,411	8,865
Derivative assets non-current		22,003	17,884
Derivative liabilities current		20,592	10,009
Derivative liabilities non-current		33,170	21,543
Revolving credit facility and long-term debt, including current portion		1,462,474	281,491
Convertible debentures		$ 207,888	$ 242,316

XML

Related party transactions

12 Months Ended

Dec. 31, 2011

Related party transactions

Related party transactions

20. Related party transactions

        During 2010, we made a short-term $22.8 million loan to Idaho Wind to provide temporary funding for construction of the project until a portion of the project-level construction financing was completed. As of December 31, 2011, the project repaid the loan in full with a combination of excess proceeds from the federal stimulus cash grant after repaying the cash grant facility, funds from a third closing for additional debt, and project cash flow. We received $1.6 million of interest income related to this loan in the year ended December 31, 2011.

        Prior to December 31, 2009, Atlantic Power was managed by Atlantic Power Management, LLC (the "Manager"), which was owned by two private equity funds managed by Arclight Capital Partners, LLC ("ArcLight"). On December 31, 2009, we terminated our management agreements with the Manager and agreed to pay ArcLight an aggregate of $15.0 million, to be satisfied by a payment of $6.0 million that was made at the termination date, and additional payments of $5.0 million, $3.0 million and $1.0 million on the respective first, second and third anniversaries of the termination date. We recorded the remaining liability associated with the termination fee at its estimated fair value of $0.9 million at December 31, 2011. The contract termination liability is being accreted to the final amounts due over the term of these payments.

XML

Equity method investments (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Equity method investments

Summarized operating results information

	Three months ended March 31,
	2012			2011
Revenue
Chambers	$	13,227		$	13,269
Badger Creek		1,179			3,316
Gregory		4,315			7,181
Orlando		10,812			9,926
Selkirk		12,062			10,902
Other		11,733			1,821
		53,328			46,415
Project expenses
Chambers		9,753			9,380
Badger Creek		1,137			2,983
Gregory		5,780			6,630
Orlando		10,093			9,463
Selkirk		10,335			12,659
Other		8,394			1,428
		45,492			42,543
Project other income (expense)
Chambers		(1,193	)		(427	)
Badger Creek		(4	)		—
Gregory		(83	)		(38	)
Orlando		(14	)		(30	)
Selkirk		(65	)		(1,636	)
Other		(3,530	)		(430	)
		(4,889	)		(2,561	)
Project income (loss)
Chambers		2,281			3,462
Badger Creek		38			333
Gregory		(1,548	)		513
Orlando		705			433
Selkirk		1,662			(3,393	)
Other		(191	)		(37	)
		2,947			1,311

Operating results
Revenue
Chambers	$	49,336		$	55,469		$	50,745
Orlando		40,345			42,062			41,911
Gregory		28,474			31,291			28,477
Selkirk		54,613			51,915			47,577
Badger Creek		6,546			13,485			12,861
Mid-Georgia		—			—			6,521
Other		16,499			3,501			23,327
		195,813			197,723			211,419
Project expenses
Chambers		39,358			38,377			40,540
Orlando		39,414			39,898			38,694
Gregory		27,440			27,324			24,893
Selkirk		49,595			48,496			44,045
Badger Creek		6,526			11,723			10,897
Mid-Georgia		—			—			6,519
Other		12,126			2,049			22,560
		174,459			167,867			188,148
Project other income (expense)
Chambers		(2,239	)		(3,948	)		(3,606	)
Orlando		(68	)		(133	)		(65	)
Gregory		(510	)		(1,805	)		(1,793	)
Selkirk		(5,424	)		(6,873	)		(3,812	)
Badger Creek		(24	)		(1,013	)		(16	)
Mid-Georgia		—			—			(2,688	)
Other		(6,733	)		(2,307	)		(2,777	)
		(14,998	)		(16,079	)		(14,757	)
Project income (loss)
Chambers	$	7,739		$	13,144		$	6,599
Orlando		863			2,031			3,152
Gregory		524			2,162			1,791
Selkirk		(406	)		(3,454	)		(280	)
Badger Creek		(4	)		749			1,948
Mid-Georgia		—			—			(2,686	)
Other		(2,360	)		(855	)		(2,010	)
		6,356			13,777			8,514

XML

Accumulated depreciation and amortization (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accumulated depreciation and amortization
Property, plant and equipment	$ 132,208	$ 116,287	$ 91,752
Amortization of intangible assets
Accumulated amortization		90,179	57,000
Transmission system rights
Amortization of intangible assets
Accumulated amortization	53,350	51,387	43,535
Other intangible assets and power purchase and fuel liabilities
Amortization of intangible assets
Accumulated amortization	$ 110,752	$ 88,808

XML

Condensed consolidating financial information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Consolidating financial information

Schedule of consolidating balance sheet

	Guarantor Subsidiaries		Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Assets
Current Assets:
Cash and cash equivalents	$	100,827	$	(78	)	$	5,860		$	—		$	106,609
Restricted cash		27,761		—			—			—			27,761
Accounts receivable		89,392		17,477			2,996			(50,364	)		59,501
Prepayments, supplies, and other		39,555		1,167			1,139			—			41,861
Other current assets		4,055		—			8,856			—			12,911
Total current assets		261,590		18,566			18,851			(50,364	)		248,643
Property, plant, and equipment, net		1,375,605		175,087			—			(1,066	)		1,549,626
Transmission system rights		178,319		—			—			—			178,319
Equity investments in unconsolidated affiliates		5,053,320		—			865,104			(5,441,326	)		477,098
Other intangible assets, net		582,491		166,067			—			(150,925	)		597,633
Goodwill		285,358		58,228			—			—			343,586
Other assets		483,401		—			438,639			(841,235	)		80,805
Total assets	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	99,992	$	4,704		$	38,672		$	(50,364	)	$	93,004
Revolving credit facility		22,800					50,000						72,800
Current portion of long-term debt		246,520		—			—			—			246,520
Other current liabilities		51,308		—			13,468			—			64,776
Total current liabilities		420,620		4,704			102,140			(50,364	)		477,100
Long-term debt		714,685		190,000			460,000			—			1,364,685
Convertible debentures		—		—			193,269			—			193,269
Other non-current liabilities		1,214,271		8,135			948			(841,235	)		382,119
Equity
Preferred shares issued by a subsidiary company		221,304		—			—			—			221,304
Common shares		5,094,502		208,991			1,217,893			(5,303,493	)		1,217,893
Accumulated other comprehensive income (loss)		12,216		—			—			—			12,216
Retained deficit		539,619		6,118			(651,656	)		(289,824	)		(395,743	)
Total Atlantic Power Corporation shareholders' equity		5,867,641		215,109			566,237			(5,593,317	)		1,055,670
Noncontrolling interest		2,867		—			—			—			2,867
Total equity		5,870,508		215,109			566,237			(5,593,317	)		1,058,537
Total liabilities and equity	$	8,220,084	$	417,948		$	1,322,594		$	(6,484,916	)	$	3,475,710

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Assets
Current assets:
Cash and cash equivalents	$	58,370		$	(15	)	$	2,296		$	—		$	60,651
Restricted cash		21,412			—			—			—			21,412
Accounts receivable		93,855			13,637			12,088			(40,572	)		79,008
Current portion of derivative instruments asset		3,519			—			6,892			—			10,411
Prepayments, supplies, and other		24,436			1,225			582			—			26,243
Deferred income taxes		—			—			—			—			—
Refundable income taxes		3,012			—			30			—			3,042
Total current assets		204,604			14,847			21,888			(40,572	)		200,767
Property, plant, and equipment, net		1,213,080			176,017			—			(843	)		1,388,254
Transmission system rights		180,282			—			—			—			180,282
Equity investments in unconsolidated affiliates		5,109,196			—			870,279			(5,505,124	)		474,351
Other intangible assets, net		415,454			168,820			—			—			584,274
Goodwill		285,358			58,228			—			—			343,586
Derivative instruments asset		15,490			—			6,513			—			22,003
Other assets		463,110			—			433,035			(841,235	)		54,910
Total assets	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	97,129		$	7,241		$	16,500		$	(40,572	)	$	80,298
Revolving credit facility		8,000					$	50,000						58,000
Current portion of long-term debt		20,958			—			—			—			20,958
Current portion of derivative instruments liability		20,592			—			—			—			20,592
Interest payable on convertible debentures		—			—			1,708			—			1,708
Dividends payable		36			—			10,697			—			10,733
Other current liabilities		165			—			—			—			165
Total current liabilities		146,880			7,241			78,905			(40,572	)		192,454
Long-term debt		754,900			190,000			460,000			—			1,404,900
Convertible debentures		—			—			189,563			—			189,563
Derivative instruments liability		33,170			—			—			—			33,170
Deferred income taxes		182,925			—			—			—			182,925
Other non-current liabilities		961,899			8,072			898			(841,235	)		129,634
Equity
Preferred shares issued by a subsidiary company		221,304			—			—			—			221,304
Common shares		5,156,644			208,991			1,217,265			(5,365,635	)		1,217,265
Accumulated other comprehensive income (loss)		(5,193	)		—			—			—			(5,193	)
Retained deficit		431,018			3,608			(614,916	)		(140,332	)		(320,622	)
Total Atlantic Power Corporation shareholders' equity		5,803,773			212,599			602,349			(5,505,967	)		1,112,754
Noncontrolling interest		3,027			—			—			—			3,027
Total equity		5,806,800			212,599			602,349			(5,505,967	)		1,115,781
Total liabilities and equity	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427

Consolidating statement of operations

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance
Project revenue:
Total project revenue	$	157,118		$	10,617		$	—		$	(125	)	$	167,610
Project expenses:
Fuel		62,099			—			—			—			62,099
Project operations and maintenance		30,067			1,636			(128	)		(75	)		31,500
Depreciation and amortization		32,705			3,763			—			—			36,468
		124,871			5,399			(128	)		(75	)		130,067
Project other income (expense):
Change in fair value of derivative instruments		(58,122	)		—			—			—			(58,122	)
Equity in earnings of unconsolidated affiliates		2,947			—			—			—			2,947
Interest expense, net		(4,325	)		(2,708	)		—			—			(7,033	)
Other income, net		15			—			—			—			15
		(59,485	)		(2,708	)		—			—			(62,193	)
Project income		(27,238	)		2,510			128			(50	)		(24,650	)
Administrative and other expenses (income):
Administration expense		5,134			—			2,699			—			7,833
Interest, net		20,379			—			1,484			173			22,036
Foreign exchange loss		1,133			—			(147	)		—			986
		26,646			—			4,036			173			30,855
Income (loss) from operations before income taxes		(53,884	)		2,510			(3,908	)		(223	)		(55,505	)
Income tax expense (benefit)		(16,291	)		—			—			—			(16,291	)
Net income (loss)		(37,593	)		2,510			(3,908	)		(223	)		(39,214	)
Net loss attributable to noncontrolling interest		(161	)		—			—			—			(161	)
Net income attributable to Preferred share dividends of a subsidiary company		3,239			—			—			—			3,239
Net income (loss) attributable to Atlantic Power Corporation	$	(40,671	)	$	2,510		$	(3,908	)	$	(223	)	$	(42,292	)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Project revenue:
Energy sales	$	97,053		$	9,009		$	—		$	—		$	106,062
Energy capacity revenue		131,362			—			—			—			131,362
Transmission services		30,087			—			—			—			30,087
Other		17,819			—			—			(435	)		17,384
		276,321			9,009			—			(435	)		284,895
Project expenses:
Fuel		93,993			—			—			—			93,993
Project operations and maintenance		55,334			851			922			(275	)		56,832
Depreciation and amortization		60,999			2,639			—			—			63,638
		210,326			3,490			922			(275	)		214,463
Project other income (expense):
Change in fair value of derivative instruments		(22,776	)		—			—			—			(22,776	)
Equity in earnings of unconsolidated affiliates		5,989			—			—			367			6,356
Interest expense, net		(16,694	)		(1,911	)		128			(1,576	)		(20,053	)
Other income, net		20			—			—			—			20
		(33,461	)		(1,911	)		128			(1,209	)		(36,453	)
Project income		32,534			3,608			(794	)		(1,369	)		33,979
Administrative and other expenses (income):
Administration expense		12,636			—			25,472			—			38,108
Interest, net		67,666			—			(41,668	)		—			25,998
Foreign exchange loss		4,057			—			9,781			—			13,838
		84,359			—			(6,415	)		—			77,944
Income (loss) from operations before income taxes		(51,825	)		3,608			5,621			(1,369	)		(43,965	)
Income tax expense (benefit)		(8,566	)		—			242			—			(8,324	)
Net income (loss)		(43,259	)		3,608			5,379			(1,369	)		(35,641	)
Net loss attributable to noncontrolling interest		(480	)		—			—			—			(480	)
Net income attributable to Preferred share dividends of a subsidiary company		3,247			—			—			—			3,247
Net income (loss) attributable to Atlantic Power Corporation	$	(46,026	)	$	3,608		$	5,379		$	(1,369	)	$	(38,408	)

Consolidating statement of cash flows

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations		Consolidated Balance
Net cash provided by operating activities	$	30,019		$	(46	)	$	36,519		$	—	$	66,492
Cash flows used in investing activities:
Acquisitions and investments, net of cash acquired		198			—			(198	)		—		—
Change in restricted cash		(6,349	)		—			—			—		(6,349	)
Biomass development costs		(123	)		—			—			—		(123	)
Purchase of property, plant and equipment		(164,126	)		(17	)		—			—		(164,143	)
Net cash used in investing activities		(170,400	)		(17	)		(198	)		—		(170,615	)
Cash flows provided by financing activities:
Repayment for long-term debt		(2,725	)					—			—		(2,725	)
Deferred finance costs		(10,179	)					—			—		(10,179	)
Proceeds from project-level debt		184,216						—			—		184,216
Payments for revolving credit facility borrowings		(8,000	)		—			—			—		(8,000	)
Proceeds from revolving credit facility borrowings		22,800			—			—			—		22,800
Dividends paid		(3,274	)		—			(32,757	)		—		(36,031	)
Net cash provided by financing activities		182,838			—			(32,757	)		—		150,081
Net increase in cash and cash equivalents		42,457			(63	)		3,564			—		45,958
Cash and cash equivalents at beginning of period		58,370			(15	)		2,296			—		60,651
Cash and cash equivalents at end of period	$	100,827		$	(78	)	$	5,860		$	—	$	106,609

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance
Cash flows from operating activities:
Net loss	$	(44,628	)	$	3,608		$	5,379		$	—		$	(35,641	)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		60,999			2,639			—			—			63,638
Long-term incentive plan expense		3,167			—			—			—			3,167
Earnings from unconsolidated affiliates		(6,356	)		—			—			—			(6,356	)
Distributions from unconsolidated affiliates		13,552			—			8,337			—			21,889
Unrealized foreign exchange loss		4,105			—			4,531			—			8,636
Change in fair value of derivative instruments		22,776			—			—			—			22,776
Change in deferred income taxes		(9,908	)		—			—			—			(9,908	)
Change in other operating balances														—
Accounts receivable		23,952			(8,880	)		298			(30,933	)		(15,563	)
Prepayments, refundable income taxes and other assets		1,783			583			(713	)		—			1,653
Accounts payable and accrued liabilities		(46,561	)		2,095			18,464			30,933			4,931
Other liabilities		(1,918	)		—			(1,369	)		—			(3,287	)
Net cash provided by operating activities		20,963			45			34,927			—			55,935
Cash flows (used in) provided by investing activities:
Acquisitions and investments, net of cash acquired		12,143			—			(603,726	)		—			(591,583	)
Short-term loan to Idaho Wind		21,465			—			1,316			—			22,781
Change in restricted cash		(5,668	)		—			—			—			(5,668	)
Biomass development costs		(931	)		—			—			—			(931	)
Proceeds from sale of assets		8,500			—			—			—			8,500
Purchase of property, plant and equipment		(115,047	)		(60	)		—			—			(115,107	)
Net cash (used in) provided by investing activities		(79,538	)		(60	)		(602,410	)		—			(682,008	)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long term debt		—						460,000			—			460,000
Proceeds from project-level debt		100,794						—			—			100,794
Proceeds from issuance of equity, net of offering costs		—			—			155,424			—			155,424
Deferred financing costs		—			—			(26,373	)		—			(26,373	)
Repayment of project-level debt		(21,589	)		—			—			—			(21,589	)
Proceeds from revolving credit facility borrowings		8,000			—			50,000			—			58,000
Dividends paid		(3,247	)		—			(81,782	)		—			(85,029	)
Net cash provided by (used in) financing activities		83,958			—			557,269			—			641,227
Net (decrease) increase in cash and cash equivalents		25,383			(15	)		(10,214	)		—			15,154
Cash and cash equivalents at beginning of period		32,987			—			12,510			—			45,497
Cash and cash equivalents at end of period	$	58,370		$	(15	)	$	2,296		$	—		$	60,651

XML

Accounting for derivative instruments and hedging activities (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Jun. 30, 2009
Changes in the accumulated other comprehensive income (loss)
Accumulated OCI balance at beginning of period	$ (1,383)	$ 255	$ 255	$ (859)	$ (3,136)
Change in fair value of cash flow hedges	245	272	(1,638)	1,114	2,277
Realized from OCI during the period	(230)	449	1,009	1,474	4,827
Accumulated OCI balance at end of period	(1,138)	527	(1,383)	255	(859)
Gains (losses) expected to be realized from OCI in the next 12 months, net of $ 471 tax			706
Tax effect of gains (losses) expected to be realized from OCI in the next 12 months			471
Loss on discontinuation of swap contracts	(1,138)	527	(1,383)	255	(859)
Amortization of remaining loss on discontinuation of swap contracts	(230)	449	1,009	1,474	4,827
Interest rate swaps
Changes in the accumulated other comprehensive income (loss)
Accumulated OCI balance at beginning of period	(1,704)	(427)	(427)	(538)	(501)
Change in fair value of cash flow hedges	15	721	(2,647)	(360)	(565)
Realized from OCI during the period	(287)	360	1,370	471	528
Accumulated OCI balance at end of period	(1,402)	(66)	(1,704)	(427)	(538)
Gains (losses) expected to be realized from OCI in the next 12 months, net of $ 471 tax			936
Loss on discontinuation of swap contracts	(1,402)	(66)	(1,704)	(427)	(538)
Amortization of remaining loss on discontinuation of swap contracts	(287)	360	1,370	471	528
Natural gas swaps
Changes in the accumulated other comprehensive income (loss)
Accumulated OCI balance at beginning of period	321	682	682	(321)	(2,635)
Change in fair value of cash flow hedges					(1,985)
Realized from OCI during the period	57	89	(361)	1,003	4,299
Accumulated OCI balance at end of period	264	593	321	682	(321)
Gains (losses) expected to be realized from OCI in the next 12 months, net of $ 471 tax			(230)
Loss on discontinuation of swap contracts	264	593	321	682	(321)
Amortization of remaining loss on discontinuation of swap contracts	57	89	(361)	1,003	4,299
Discontinued cash flow hedge | Natural gas swaps
Changes in the accumulated other comprehensive income (loss)
Accumulated OCI balance at beginning of period						(5,100)
Realized from OCI during the period	100	100	(600)	1,700	7,200
Accumulated OCI balance at end of period						(5,100)
Loss on discontinuation of swap contracts						(5,100)
Amortization of remaining loss on discontinuation of swap contracts	$ 100	$ 100	$ (600)	$ 1,700	$ 7,200

XML

Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2011

Property, plant and equipment

Schedule of property, plant and equipment

Depreciable Lives
Land	$	8,868		$	3,321
Office equipment, machinery and other		7,633			8,040		3 – 10 years
Leasehold improvements		3,413			2,810		7 – 15 years
Plant in service		1,487,375			349,411		1 – 45 years
		1,507,289			363,582
Foreign currency translation adjustment		(2,748	)		—
Less accumulated depreciation		(116,287	)		(91,752	)
	$	1,388,254		$	271,830

XML

Income taxes

3 Months Ended

12 Months Ended

Mar. 31, 2012

Dec. 31, 2011

Income taxes

Income taxes

8. Income taxes

        The difference between the actual tax benefit of $16.3 million for the three months ended March 31, 2012 and the expected income tax benefit, based on a the Canadian enacted statutory rate of 25%, of $13.9 million is primarily due to taxable losses in higher state and local tax jurisdictions.

	Three months ended March 31,
	2012			2011
Current income tax expense (benefit)	$	1,385		$	(488	)
Deferred tax expense (benefit)		(17,676	)		2,011
Total income tax expense (benefit)	$	(16,291	)	$	1,523

        As of March 31, 2012, we have recorded a valuation allowance of $97.4 million. This amount is comprised primarily of provisions against available Canadian and U.S. net operating loss carryforwards. In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies.

13. Income taxes

	2011			2010		2009
Current income tax expense (benefit)	$	1,584		$	960	$	(9,257	)
Deferred tax expense (benefit)		(9,908	)		17,964		(6,436	)
Total income tax expense (benefit)	$	(8,324	)	$	18,924	$	(15,693	)

        The following is a reconciliation of income taxes calculated at the Canadian enacted statutory rate of 26.5%, 28.5%, and 30.0% at December 31, 2011, 2010 and 2009, respectively, to the provision for income taxes in the consolidated statements of operations:

	2011			2010		2009
Computed income taxes at Canadian statutory rate	$	(11,651	)	$	4,295	$	(16,254	)
Increases (decreases) resulting from:
Operating countries with different income tax rates		(5,636	)		1,537		(5,418	)
	$	(17,287	)	$	5,832	$	(21,672	)
Valuation allowance		9,373			12,289		22,005
		(7,914	)		18,121		333
Dividend withholding tax		371			765		—
Foreign exchange		(113	)		—		—
Permanent differences		(1,479	)		—		(1,131	)
Canadian loss carryforwards		—			—		(13,204	)
Non-deductible acquisition costs		4,287			—		—
Non-deductible interest expense		2,134			—		—
Federal grant		(6,573	)		—		—
Prior year true-up		2,246			—		(1,970	)
Other		(1,283	)		38		279
		(410	)		803		(16,026	)
	$	(8,324	)	$	18,924	$	(15,693	)

        The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2011 and 2010 are presented below:

	2011			2010
Deferred tax assets:
Intangible assets	$	—		$	37,488
Loss carryforwards		122,472			58,702
Other accrued liabilities		28,059			18,869
Issuance costs		6,532			2,312
Disallowed interest carryforward		9,189			—
Unrealized foreign exchange gain		441			—
Other		—			130
Total deferred tax assets		166,693			117,501
Valuations allowance		(89,020	)		(79,420	)
		77,673			38,081
Deferred tax liabilities:
Intangible assets		(121,055	)		—
Property, plant and equipment		(133,689	)		(66,535	)
Natural gas and interest rate hedges		—			(170	)
Derivative contracts		(4,752	)		—
Unrealized foreign exchange gain		—			(815	)
Other long-term investments		(921	)		—
Other		(181	)		—
Total deferred tax liabilities		(260,598	)		(67,520	)
Net deferred tax liability	$	(182,925	)	$	(29,439	)

        The following table summarizes the net deferred tax position as of December 31, 2011 and 2010:

	2011			2010
Long-term deferred tax liabilities, net		(182,925	)		(29,439	)
Net deferred tax liabilities	$	(182,925	)	$	(29,439	)

        As of December 31, 2011, we have recorded a valuation allowance of $89.0 million. This amount is comprised primarily of provisions against available Canadian and U.S. net operating loss carryforwards. In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies.

        As of December 31, 2011, we had the following net operating loss carryforwards that are scheduled to expire in the following years:

2022	$	4,245
2023		9,320
2024		8,504
2025		243
2026		5,865
2027		70,447
2028		103,477
2029		79,911
2030		25,941
2031		44,922
	$	352,875

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net (loss) income attributable to Atlantic Power Corporation	$ (42,292)	$ 6,136
Net (loss) income	(39,214)	5,982
Other comprehensive income, net of tax:
Unrealized loss on hedging activities	15	721
Net amount reclassified to earnings	230	(449)
Change in fair value of cash flow hedges	245	272
Foreign currency translation adjustments	17,164
Total other comprehensive income, net of tax	17,409	272
Net comprehensive loss	(24,883)	6,408
Atlantic Power Corporation
Net (loss) income	(39,214)	5,982
Other comprehensive income, net of tax:
Unrealized loss on hedging activities	15	721
Net amount reclassified to earnings	230	(449)
Change in fair value of cash flow hedges	245	272
Foreign currency translation adjustments	17,164
Total other comprehensive income, net of tax	17,409	272
Net comprehensive loss	(21,805)	6,254
Noncontrolling Interests
Net (loss) income	3,078	(154)
Other comprehensive income, net of tax:
Net comprehensive loss	$ 3,078	$ (154)