INDENTURE by and among HYDRO ONE HOLDINGS LIMITED as the Issuer AND HYDRO ONE LIMITED as the Guarantor AND COMPUTERSHARE TRUST COMPANY, N.A. as the U.S. Trustee AND COMPUTERSHARE TRUST COMPANY OF CANADA as the Canadian Co-Trustee Dated as of June 8, 2018Indenture • June 8th, 2018 • Hydro One LTD • Ontario
INDENTURE, dated as of June 8, 2018, by and among (i) HYDRO ONE HOLDINGS LIMITED, a corporation duly organized and existing under the laws of the Province of Ontario (herein called the “Corporation”), having its principal office at 483 Bay Street, 8th Floor, South Tower, Toronto, Ontario M5G 2P5, (ii) HYDRO ONE LIMITED, a corporation duly organized and existing under the laws of the Province of Ontario (herein called the “Guarantor”), having its principal office at 483 Bay Street, 8th Floor, South Tower, Toronto, Ontario M5G 2P5, (iii) COMPUTERSHARE TRUST COMPANY, N.A., as the United States trustee, paying agent, registrar and transfer agent (herein called the “U.S. Trustee”) and (iv) COMPUTERSHARE TRUST COMPANY OF CANADA, as the Canadian trustee (herein called the “Canadian Co-Trustee”). The U.S. Trustee and the Canadian Co-Trustee are each also individually referred to in this Indenture as a “Trustee” and collectively, as the “Trustees”.
HYDRO ONE LIMITED Unaudited Pro Forma Condensed Consolidated Financial Statements As at and for the three months ended March 31, 2018 and for the year ended December 31, 2017 June 8, 2018Merger Agreement • June 8th, 2018 • Hydro One LTD
Hydro One, Olympus Holding Corp., Olympus Corp. and Avista entered into an agreement and plan of merger dated as of July 19, 2017 (the “Merger Agreement”). Pursuant to the Merger Agreement, Hydro One will indirectly acquire Avista (the “Merger”) for US$53 (approximately C$68 at the exchange rate of C$1.2884 = US$1.00 on March 31, 2018) per Avista common share for an aggregate purchase price of approximately US$5,476 million (approximately C$7,056 million at the exchange rate of C$1.2884 = US$1.00 on March 31, 2018), comprised of an equity purchase of approximately US$3,480 million (approximately C$4,484 million at the exchange rate of C$1.2884 = US$1.00 on March 31, 2018) and the assumption of approximately US$1,996 million of Avista’s outstanding debt (approximately C$2,572 million at the exchange rate of C$1.2884 = US$1.00 on March 31, 2018).
