Item - 2026.TA14.10

The Board of Directors of the Toronto Atmospheric Fund:  

1. Adopted the Confidential Instructions to Staff in Confidential Attachment 1 to the report (April 14, 2026) from the Vice President, Impact Investing, authorizing the Toronto Atmospheric Fund’s consent to the assignment and associated amendments to an existing subordinated debt facility.

2. Directed that the confidential information contained in Confidential Attachment 1 to the report (April 14, 2026) from the Vice President, Impact Investing, remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Direct Investment Committee recommends that the Board of Directors approve the Toronto Atmospheric Fund’s consent to administrative and structural amendments to an existing subordinated debt facility previously approved for a for-profit, energy efficiency-focused infrastructure as a service company. The proposed changes are intended to align the facility with the Toronto Atmospheric Fund’s current lending structure and security framework following earlier Board-approved restructuring of related financing arrangements. The request does not involve new capital, changes to approved limits, or amendments to pricing or economic terms.

Details of the proposed amendments are contained in Confidential Attachment 1.