INDENTURE DATED AS OF JUNE 25, 2002 TRANSALTA CORPORATION Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of June 25, 2002Indenture • June 26th, 2002 • Transalta Corp • Electric services • New York
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION...Transalta Corp • May 14th, 2002 • Electric services
------------------------ TRANSALTA CORPORATION (Exact name of obligor as specified in its charter) CANADA NOT APPLICABLE (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 110 - 12TH AVENUE S.W. CALGARY, ALBERTA, CANADA T2P 2M1 (Address of principal executive offices) (Zip code)
TransAlta Corporation U.S.$300,000,000 6.750% Senior Notes Due 2012 Underwriting AgreementTransalta Corp • June 26th, 2002 • Electric services • New York
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF OCTOBER 13, 1992 AND AS AMENDED AND RESTATED AS OF APRIL 28, 2022 BETWEEN TRANSALTA CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENTShareholder Rights Plan Agreement • May 2nd, 2022 • Transalta Corp • Electric services • Alberta
MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;
TRANSALTA CORPORATION Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of ____________ 2002Indenture • May 14th, 2002 • Transalta Corp • Electric services • New York
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF OCTOBER 13, 1992 AND AS AMENDED AND RESTATED AS OF APRIL 30, 2004 AND AS FURTHER AMENDED AND RESTATED AS OF APRIL 26, 2007 BETWEEN TRANSALTA CORPORATION AND CIBC MELLON TRUST COMPANY AS RIGHTS AGENTShareholder Rights Plan Agreement • May 21st, 2007 • Transalta Corp • Electric services • Alberta
MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 30, 2004, and as further amended and restated as of April 26, 2007 between TransAlta Corporation (“TransAlta”) a corporation incorporated under the Canada Business Corporations Act, and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (the “Rights Agent”);
TransAlta Corporation US$400,000,000 Underwriting AgreementTransalta Corp • November 16th, 2022 • Electric services • New York
TransAlta Corporation, a corporation organized under the laws of Canada (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, US$400,000,000 principal amount of its 7.750% green senior notes due 2029 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of June 25, 2002 (the “Base Indenture”), between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as amended and supplemented by a supplemental indenture thereto relating to the Securities to be dated as of the Closing Date (as defined in Section 3 hereof), between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, as so amended and supplemented, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representative” as
TransAlta Corporation US$400,000,000 Underwriting AgreementUnderwriting Agreement • November 5th, 2012 • Transalta Corp • Electric services • New York
TransAlta Corporation, a corporation organized under the laws of Canada (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, US$400,000,000 principal amount of its 4.500% senior notes due 2022 (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of June 25, 2002, between the Company and The Bank of New York, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 18 hereof.
REGISTRATION RIGHTS AGREEMENT Between TRANSALTA CORPORATION AndRegistration Rights Agreement • May 23rd, 2019 • Transalta Corp • Electric services • Alberta
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows:
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF OCTOBER 13, 1992 AND AS AMENDED AND RESTATED AS OF APRIL 22, 2016 BETWEEN TRANSALTA CORPORATION AND CST TRUST COMPANY AS RIGHTS AGENT SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • April 26th, 2016 • Transalta Corp • Electric services • Alberta
MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 22, 2016, between TransAlta Corporation (“TransAlta”) a corporation incorporated under the Canada Business Corporations Act, and CST Trust Company, a trust company incorporated under the laws of Canada (the “Rights Agent”) which replaced CIBC Mellon Trust Company, as rights agent;
ContractInvestment Agreement • May 23rd, 2019 • Transalta Corp • Electric services • Alberta
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE INVESTMENT AGREEMENT (AS DEFINED HEREIN) AND THE EXCHANGE AND OPTION AGREEMENT (AS DEFINED HEREIN), WHICH AGREEMENTS CONTAIN, AMONG OTHER THINGS, RESTRICTIONS ON THE RIGHT TO TRANSFER, PLEDGE OR OTHERWISE DEAL WITH THIS SECURITY. NOTICE OF SUCH RESTRICTIONS AND THE OTHER PROVISIONS OF SUCH AGREEMENTS IS HEREBY GIVEN.
TransAlta and Canadian Hydro Developers reach agreement on acquisition at $5.25 cash per shareTransalta Corp • October 5th, 2009 • Electric services
CALGARY, Alberta (October 5, 2009) – TransAlta Corporation (TSX: TA; NYSE: TAC) and Canadian Hydro Developers, Inc. (TSX: KHD) have entered into a definitive pre-acquisition agreement (the "Agreement") pursuant to which TransAlta's wholly-owned subsidiary will amend its existing offer (the "Amended Offer") to acquire all of the issued and outstanding common shares of Canadian Hydro. The Amended Offer will provide for $5.25 per share in cash. The Amended Offer, which has a total value of approximately $1.6 billion, has the unanimous support of the Boards of Directors of both companies.
EXCHANGE AND OPTION AGREEMENTExchange and Option Agreement • May 23rd, 2019 • Transalta Corp • Electric services • Alberta
WHEREAS (i) Eagle Investment II LP, an Affiliate of the Investor, is the holder of $350,000,000 principal amount of 7% unsecured, subordinated debentures (the “Debentures”) and (ii) the Investor and/or its Affiliates will, upon completion of the Second Subscription on the Second Funding Date (as those terms are defined in the Investment Agreement), be the holder of 400,000 redeemable First Preferred Shares, Series I (the “Redeemable Shares”), in each case, issued pursuant to that certain investment agreement entered into as of March 22, 2019 between Brookfield BRP Holdings (Canada) Inc. and the Issuer (as amended, restated, supplemented or otherwise modified from time to time, the “Investment Agreement”);
UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2009 • Transalta Corp • Electric services • Alberta
INVESTMENT AGREEMENTInvestment Agreement • March 26th, 2019 • Transalta Corp • Electric services • Alberta
WHEREAS the Investor wishes to commit to invest an aggregate amount of $750,000,000 in the Issuer (the “Investment Amount”) by subscribing for (i) $350,000,000 principal amount of exchangeable 7% unsecured, subordinated debentures (the “Exchangeable Debentures”) having substantially the rights, preferences, privileges, restrictions and conditions set out in the Exchangeable Securities Terms (as defined herein) (the “Initial Subscription”) and (ii) $400,000,000 in redeemable, retractable Series I First Preferred Shares (the “Redeemable Shares”) having substantially the rights, preferences, privileges, restrictions and conditions set out in the Exchangeable Securities Terms (as defined herein) (the “Second Subscription”), in each case, in accordance with the terms and conditions set out in this investment agreement (the “Agreement”);
TransAlta and Washington state agree to formal talks on transitioning the Centralia facility to cleaner energy sources while protecting jobs, the local economy and investor valueTransalta Corp • April 27th, 2010 • Electric services
CALGARY, Alberta (Apr. 26, 2010) – TransAlta Corporation (TransAlta) (TSX: TA; NYSE: TAC) and Governor Chris Gregoire today signed a memorandum of understanding (MOU) to enter discussions on an agreement to significantly reduce greenhouse gas emissions from the Centralia coal-fired plant and provide replacement capacity by 2025. The MOU reflects a shared interest between TransAlta, Gov. Gregoire and the Washington state Department of Ecology in reducing emissions while providing Washington citizens and businesses with secure, reliable power. It sets forth clear objectives and a definitive timeline to develop an agreement to transition the state to cleaner energy sources while protecting jobs and the local economy. The MOU also recognizes the need to protect the value that Centralia brings to TransAlta’s shareholders.
TRANSALTA CORPORATION - AND – TRANSALTA RENEWABLES INC. ARRANGEMENT AGREEMENT JULY 10, 2023Arrangement Agreement • July 18th, 2023 • Transalta Corp • Electric services • Alberta
WHEREAS the Parties wish to effect the acquisition by TransAlta of all of the issued and outstanding Renewables Shares not already owned by TransAlta and its subsidiaries;
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF OCTOBER 13, 1992 AND AMENDED AND RESTATED AS OF APRIL 30, 2004 BETWEEN TRANSALTA CORPORATION AND CIBC MELLON TRUST COMPANY AS RIGHTS AGENTShareholder Rights Plan Agreement • June 28th, 2005 • Transalta Corp • Electric services • Alberta
MEMORANDUM OF AGREEMENT, dated as of October 13, 1992 and amended and restated as of April 30, 2004 between TransAlta Corporation (“TransAlta”) a corporation incorporated under the Canada Business Corporations Act, and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (the “Rights Agent”);
OFF-COAL AGREEMENTAgreement • December 2nd, 2016 • Transalta Corp • Electric services • Alberta
WHEREAS the Province has determined that it is in the public interest to ensure that no more carbon dioxide and other air contaminants emanate from the combustion of coal after 2030;
