Atlantic Power Limited Partnership and Atlantic Power Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application from company (Filer) for an order exempting limited partnership (Issuer) from continuous disclosure requirements, certification requirements and insider reporting requirements -- Filer will provide a full and unconditional guarantee of notes issued by Issuer -- Filer unable to rely on exemption for credit support issuers in applicable securities legislation as definition of "parent credit support issuer" contemplates corporate subsidiary whereas Issuer is a limited partnership; additionally, guarantees provided by Filer and another affiliated entity are joint, rather than joint and several as required for exemption -- Relief granted on condition that the Filer provide a full and unconditional guarantee to Issuer and on conditions substantially analogous to the conditions contained in section 13.4 of National Instrument 51-102 Continuous Disclosure Obligations.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, ss. 107, 121(2)(a)(ii).

National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1, 13.4.

National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings, s. 8.6.

National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1.

National Instrument 55-104 Insider Reporting Requirements and Exemption, s. 10.1.

May 8, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

ATLANTIC POWER LIMITED PARTNERSHIP

(the Issuer)

AND

ATLANTIC POWER CORPORATION

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an order exempting:

(a) the Issuer from the continuous disclosure obligations of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), as amended from time to time (the Continuous Disclosure Requirements);

(b) the Issuer from the certification of disclosure in annual and interim filings in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, as amended from time to time (the Certification Requirements); and

(c) the insiders of the Issuer from the insider reporting requirements of National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104), including the primary insider reporting requirements of Part 3 of NI 55-104 and in section 107 of the Securities Act (Ontario), each as amended from time to time, and the requirement to file an insider profile and insider reports under National Instrument 55-102 System for Electronic Disclosure by Insiders, as amended from time to time (collectively, the Insider Reporting Requirements)

(collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon Territory, Northwest Territories, and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation continued under the laws of the Province of British Columbia.

2. The Filer's headquarters are located at 200 Clarendon Street, Floor 25, Boston, Massachusetts, USA 02116.

3. The Filer is a reporting issuer in each of the provinces and territories of Canada and is not in default of any applicable requirements under the securities legislation in any of the provinces and territories of Canada. The Filer is an SEC issuer (as defined in NI 51-102) and its financial statements are prepared in accordance with U.S. GAAP.

4. The Filer is authorized to issue an unlimited number of common shares. As at 27 March 2012, the Filer had 113,680,643 common shares outstanding.

5. The Filer's common shares trade on the New York Stock Exchange and on the Toronto Stock Exchange.

6. As a reporting issuer (or the equivalent thereof) in each of the provinces and territories of Canada, the Filer must, pursuant to the Continuous Disclosure Requirements, file and, where applicable, send to its securityholders, audited comparative annual consolidated financial statements, unaudited interim consolidated financial statements and management's discussion and analysis relating to its annual and interim consolidated financial statements.

The Issuer

7. The Issuer is a limited partnership organized under the laws of the Province of Ontario pursuant to an amended and restated limited partnership agreement made effective as of November 5, 2011, as may be amended, supplemented and/or restated from time to time (the LP Agreement).

8. The head office and principal place of business of the Issuer is Suite 1301, 200 University Avenue, Toronto, Ontario, M5H 3C6.

9. The Issuer carries on activities that are directly or indirectly related to the energy supply industry and holds investments in other entities which are primarily engaged in such industry.

10. The Issuer is a reporting issuer in each of the provinces and territories of Canada and is not in default of any applicable requirements under the securities legislation in any of the provinces and territories of Canada other than its obligation to file its annual financial statements and management's discussion & analysis relating to its annual financial statements in accordance with NI 51-102.

11. The rights, privileges, restrictions and conditions attaching to the limited partnership units of the Issuer (the Units) are set out in LP Agreement. The Units of the Issuer are not listed for trading on any stock exchange.

12. All of the outstanding Units are owned by the Filer, the sole limited partner of the Issuer, and Atlantic Power GP Inc., the sole general partner of the Issuer and a wholly-owned subsidiary of the Filer. Only those Units held by the Filer are voting securities of the Issuer.

13. The Issuer has issued $210 million aggregate principal amount of 5.95% Medium Term Notes due June 23, 2034 (the Notes), which Notes are held by the public and are not listed on any stock exchange.

14. All of the Notes were issued pursuant to a prospectus supplement dated June 16, 2006 to a (final) short form base shelf prospectus dated June 15, 2006 and under a trust indenture (the Indenture) dated June 15, 2006 between the Issuer (formerly Epcor Power L.P.) and CIBC Mellon Trust Company. The Issuer was qualified at the time to file the short form base shelf prospectus pursuant to section 2.4 of NI 44-101.

15. On November 18, 2011, the Issuer filed a notice of withdrawal of its intention to be qualified to file a short form prospectus under NI 44-101.

16. The rights, privileges, restrictions and conditions attaching to the Notes are set out in the Indenture. The Notes are non-convertible debt securities of the Issuer. Holders of the Notes are entitled to interest on the Notes at a rate of 5.95%, payable semi-annually in arrears in equal instalments on June 23 and December 23 in each year. The Notes are redeemable at the option of the Issuer in certain circumstances on payment of a specified amount.

17. Atlantic Power Preferred Equity Ltd. (the Subsidiary), a wholly-owned subsidiary of the Issuer, has provided a full and unconditional guarantee (the Subsidiary Guarantee) of the payments to be made by the Issuer, as stipulated in the terms of each of the Notes, which results in the holders of the Notes being entitled to receive payment from the Subsidiary within 15 days of any failure by the Issuer to make a payment. The Subsidiary is a "credit supporter" (as defined in NI 51-102) and is required to file certain financial information in accordance with section 13.4 of NI 51-102.

18. The Filer has provided a full and unconditional guarantee (the Filer Guarantee) of the payments to be made by the Issuer, as stipulated in the terms of each of the Notes, which results in the holders of the Notes being entitled to receive payment from the Filer within 15 days of any failure by the Issuer to make a payment, as contemplated by paragraph (d) of the definition of "designated credit support security" in section 13.4(1) of NI 51-102. Upon the granting of the Filer Guarantee, the Filer will be a "credit supporter" (as defined in NI 51-102).

19. The Filer does not directly satisfy the definition of "parent credit supporter" (as defined in NI 51-102); therefore the Subsidiary will not be a "subsidiary credit supporter" (as defined in NI 51-102), the Notes will not be "designated credit support securities" (as defined in NI 51-102) and the Issuer will not be able to meet the tests set forth in section 13.4(2.1).

20. The Issuer has not issued any securities and does not have any securities outstanding other than the Units and the Notes.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) the Filer has provided the Filer Guarantee;

(b) in respect of the Continuous Disclosure Requirements, the Issuer and the Filer (as applicable) continue to satisfy the conditions set out in subsection 13.4(2.1) of NI 51-102,

(i) including, for greater certainty, subsection 13.4(2)(c) of NI 51-102 which provides that the Issuer does not issue any securities, and does not have any securities outstanding, other than:

(A) designated credit support securities,

(B) securities issued to and held by the Filer or an affiliate of the Filer,

(C) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions, or

(D) securities issued under exemptions from the registration requirement and prospectus requirement in section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions,

and

(ii) except as modified as follows:

(A) any reference to parent credit supporter in section 13.4 of NI 51-102 shall be deemed to include the Filer,

(B) any reference to a subsidiary credit supporter in section 13.4 of NI 51-102 shall be deemed to include the Subsidiary,

(C) the Filer shall be deemed to control the Issuer for purposes of paragraph 13.4(2.1)(b) of NI 51-102 if the Filer has direct or indirect ownership of, or control (as defined in subsection 1.1(3) of NI 51-102) or direction over all of the voting securities of the Issuer, and

(D) the Issuer does not have to comply with the condition in paragraph 13.4(2.1)(e) of NI 51-102 if the Filer has provided the Filer Guarantee and the Subsidiary has provided the Subsidiary Guarantee.

(c) in respect of the Certification Requirements, the Filer and the Issuer continue to satisfy the conditions for relief from the Continuous Disclosure Requirements as set forth and modified above.

(d) in respect of the Insider Reporting Requirements, an insider of the Issuer can only rely on the Exemption Sought so long as:

(i) the insider of the Issuer complies with the conditions in paragraphs 13.4(3)(b) and 13.4(3)(c) of NI 51-102, as applicable, and

(ii) the Filer and the Issuer continue to satisfy the conditions for relief from the Continuous Disclosure Requirements as set forth and modified above.

As to the Exemption Sought (other than from the Insider Reporting Requirements in the Securities Act (Ontario)):

As to the Exemption Sought from the Insider Reporting Requirements in the Securities Act (Ontario):