Just Energy Group Inc. Sample Contracts

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JUST ENERGY GROUP INC. AND Trustee INDENTURE DATED AS OF ________ __, 20__ SUBORDINATED DEBT SECURITIES
Just Energy Group Inc. • December 17th, 2019 • Natural gas distribution • New York
CONFIRMATION OF SUBORDINATION AGREEMENT
Confirmation of Subordination Agreement • January 19th, 2012 • Just Energy Group Inc. • Ontario

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the federal laws of Canada having an office in Toronto, Ontario, as trustee under the Trust Indenture (in such capacity, and its successors and assigns are herein called the “Trustee”)

ACCOMMODATION AND SUPPORT AGREEMENT
Accommodation and Support Agreement • August 8th, 2022 • Just Energy Group Inc. • Natural gas distribution • Ontario

WHEREAS the Borrowers, the Agent and the Lenders are parties to a ninth amended and restated credit agreement dated as of September 28, 2020 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);

LOAN AGREEMENT AMONG JUST ENERGY GROUP INC. as Borrower AND NATIONAL BANK OF CANADA, as Administrative Agent AND SAGARD CREDIT PARTNERS, LP and EACH OTHER PERSON from time to time party hereto as a Lender, as Lenders MADE AS OF SEPTEMBER 12, 2018
Loan Agreement • September 20th, 2018 • Just Energy Group Inc. • Natural gas distribution • Ontario

SAGARD CREDIT PARTNERS, LP, and each other Person from time to time party to this Agreement as a Lender (hereinafter in such capacities individually referred to as a “Lender” and collectively in such capacities referred to as, the “Lenders”)

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 8th, 2022 • Just Energy Group Inc. • Natural gas distribution • Texas

This Executive Employment Agreement (“Agreement”) is made and entered into by and between Just Energy (U.S.) Corp. (“Employer”) and James Brown (“Executive” or “you”). At times in this Agreement, Employer and Executive may be referred to individually as a “Party” or collectively as the “Parties.”

AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Officer Employment Agreement • August 8th, 2022 • Just Energy Group Inc. • Natural gas distribution • Texas

This Amended and Restated Chief Executive Officer Employment Agreement (“Agreement”) is made and entered into by and amongst Just Energy Group Inc., a Canadian corporation (“JEGI”), Just Energy (U.S.) Corp. (“Employer”) and R. Scott Gahn (“Executive” or “you”) as of the Effective Date. At times in this Agreement, JEGI, Employer and Executive may be referred to individually as a “Party” or collectively as the “Parties.”

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
Agreement and Consent • January 19th, 2012 • Just Energy Group Inc. • Ontario
FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
Credit Agreement • June 4th, 2015 • Just Energy Group Inc. • Natural gas distribution • Ontario

WHEREAS the Borrowers, the Agent and the Lenders are parties to a fifth amended and restated credit agreement dated as of October 2, 2013, as amended by a first amendment dated as of January 29, 2014, a second amendment dated as of March 31, 2014 and a third amendment dated as of June 27, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
Credit Agreement and Consent • June 4th, 2015 • Just Energy Group Inc. • Natural gas distribution • Ontario

WHEREAS the Borrowers, the Agent and the Lenders are parties to a fifth amended and restated credit agreement, dated as of October 2, 2013, as amended by a first amendment dated as of January 29, 2014 and a second amendment dated as of March 31, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

UNDERWRITING AGREEMENT
Underwriting Agreement • January 19th, 2012 • Just Energy Group Inc. • Ontario

RBC Dominion Securities Inc., GMP Securities L.P., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc. and TD Securities Inc.(collectively, the “Underwriters”) understand that Just Energy Income Fund (the “Fund”) proposes to issue and sell to the Underwriters an aggregate of $330,000,000 principal amount of 6% convertible extendible unsecured subordinated debentures of the Fund (the “Offered Securities”).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • January 19th, 2012 • Just Energy Group Inc. • Ontario

JUST ENERGY GROUP INC., a corporation amalgamated under the laws of Canada (hereinafter called “Just Energy” or the “Corporation”)

PLAN SUPPORT AGREEMENT
Plan Support Agreement • May 13th, 2022 • Just Energy Group Inc. • Natural gas distribution • Ontario

This PLAN SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, together with all exhibits and schedules attached hereto or incorporated herein, this “Agreement”) dated May 12, 2022 is made among:

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • January 19th, 2012 • Just Energy Group Inc. • Ontario

JUST ENERGY GROUP INC., a corporation amalgamated under the laws of Canada (hereinafter called “Just Energy” or the “Corporation”)

PURCHASE AND SALE AGREEMENT BY AND AMONG JUST ENERGY (U.S.) CORP., JUST ENERGY GROUP INC., FULCRUM RETAIL HOLDINGS LLC AND FULCRUM POWER SERVICES L.P. Dated as of August 24, 2011
Purchase and Sale Agreement • January 19th, 2012 • Just Energy Group Inc. • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of August, 2011, by and among JUST ENERGY (U.S.) CORP., a Delaware corporation (the “Purchaser”), JUST ENERGY GROUP INC., a Canadian corporation (“Just Energy”), FULCRUM RETAIL HOLDINGS LLC, a Texas limited liability company (“FRH”), and FULCRUM POWER SERVICES L.P., a Texas limited partnership (the “Seller”). Unless otherwise provided, capitalized terms used herein are defined in Article I.

FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • July 5th, 2016 • Just Energy Group Inc. • Natural gas distribution • Ontario

WHEREAS the Issuer, the guarantors party thereto (the "Note Guarantors") and the Trustee are party to an indenture dated as of December 12, 2012 (as amended by a Consent and Waiver Agreement dated as of December 11, 2013, a First Supplemental Indenture dated as of December 24, 2013, the Second Supplemental Indenture dated as of February 21, 2014, the Third Supplemental dated as of July 29, 2014, the Fourth Supplemental Indenture dated as of March 30, 2016 and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), pursuant to which the Issuer has issued $80,000,000 of 9.75% Senior Unsecured Notes due 2018 (the "Notes");

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TRUST INDENTURE
Trust Indenture • October 1st, 2020 • Just Energy Group Inc. • Natural gas distribution • Ontario
AMENDMENT NO. 1 TO AT-THE-MARKET ISSUANCE SALES AGREEMENT
Original Agreement • January 5th, 2018 • Just Energy Group Inc. • Natural gas distribution
EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONG JUST ENERGY (U.S.) CORP., HUDSON ENERGY CORP., HUDSON PARENT HOLDINGS LLC, THE STOCKHOLDERS OF HUDSON ENERGY CORP., THE MEMBERS OF HUDSON PARENT HOLDINGS LLC AND LAKE CAPITAL PARTNERS LP, AS SELLERS’...
Equity Interest Purchase Agreement • January 19th, 2012 • Just Energy Group Inc. • New York

THIS EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of April, 2010, by and among Just Energy (U.S.) Corp., a Delaware corporation (the “Purchaser”), Hudson Energy Corp., a Delaware corporation (“HEC”), Hudson Parent Holdings LLC, a Delaware limited liability company (“HPH”), the stockholders of HEC, all of whom are listed on the signature pages of this Agreement (collectively, the “HEC Stockholders”), the members of HPH other than HEC, all of whom are listed on the signature pages of this Agreement (collectively, the “HPH Members”), and Lake Capital Partners LP, a Delaware limited partnership, as Sellers’ Representative. HEC, HPH, each of the HEC Stockholders and each of the HPH Members may be referred to individually as a “Seller” and collectively as the “Sellers”. Unless otherwise provided, capitalized terms used herein are defined in Article I.

DATED 29 JANUARY 2014 JUST ENERGY GROUP INC. as Issuer and U.S. BANK TRUSTEES LIMITED as Trustee and ELAVON FINANCIAL SERVICES LIMITED, UK BRANCH as Share Trustee-Custodian TRUST DEED relating to Just Energy Group Inc. US$150,000,000 6.5 per cent....
Form of Subordination Agreement • February 3rd, 2014 • Just Energy Group Inc. • Natural gas distribution • Ontario

JUST ENERGY GROUP INC., a corporation incorporated under the Canada Business Corporations Act whose registered office is at First Canadian Place, 100 King Street West, Suite 2630, Toronto, Ontario, M5X 1E1, Canada (the “Issuer”);

FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT AGREEMENT
Credit Agreement and Consent Agreement • October 17th, 2018 • Just Energy Group Inc. • Natural gas distribution • Ontario

WHEREAS the Borrowers, the Agent and the Lenders are parties to an eighth amended and restated credit agreement dated as of April 18, 2018 (as such agreement may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

JUST ENERGY GROUP INC. At-the-Market Issuance Sales Agreement
Just Energy Group Inc. • May 2nd, 2017 • Natural gas distribution • New York

Just Energy Group Inc., a corporation incorporated under the Canada Business Corporations Act (the “CBCA”) and having its head office located in the Province of Ontario, Canada (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described in this Agreement, of the Company’s 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares (the “Preferred Shares”) having an aggregate offering price of up to $150 million (the “Placement Shares”), as follows:

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 1st, 2020 • Just Energy Group Inc. • Natural gas distribution • Ontario

THIS INVESTOR RIGHTS AGREEMENT dated September 28, 2020 (this “Agreement”) is made by and between Sagard Credit Partners, LP, Sagard Credit Partners (Cayman), LP, LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC and OC II LVS XIV LP (collectively, the

UNDERWRITING AGREEMENT
Underwriting Agreement • January 19th, 2012 • Just Energy Group Inc. • Ontario
Cumulative Redeemable Perpetual Preferred Shares Just Energy Group Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • February 7th, 2017 • Just Energy Group Inc. • Natural gas distribution • New York

Just Energy Group Inc., a corporation incorporated under the Canada Business Corporations Act (“CBCA”) and having its head office located in the Province of Ontario, Canada (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 4,000,000 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares (the “Series A Preferred Shares”) of the Company. The Series A Preferred Shares to be issued and sold to the Underwriters as set forth on Schedule I hereto are collectively referred to as the “Firm Shares.” The Company also proposes to grant to the Underwriters an option to purchase up to 600,000 additional Series A Preferred Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.

Share Purchase Agreement
Share Purchase Agreement • October 21st, 2019 • Just Energy Group Inc. • Natural gas distribution • England and Wales
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