BHE 12.31.14 EX 10.30




EXHIBIT 10.30


EXECUTION VERSION


THIRD AMENDING AGREEMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT




dated as of December 18, 2014


ALTALINK, L.P. 


as Borrower


- and -


ALTALINK MANAGEMENT LTD. 


as General Partner


- and -


THE BANK OF NOVA SCOTIA


as Administrative Agent of the Lenders, Co-Lead Arranger and Co-Bookrunner


- and -


ROYAL BANK OF CANADA


as Syndication Agent, Co-Lead Arranger and Co-Bookrunner


- and -


THE BANK OF MONTREAL AND NATIONAL BANK OF CANADA


as Co-Documentation Agents


- and -


THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA, THE BANK OF
MONTREAL, NATIONAL BANK OF CANADA, THE TORONTO-DOMINION
BANK AND ALBERT A TREASURY BRANCHES,


as Lenders

LEGAL_1327982573




AMENDING AGREEMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 2014 among AltaLink, L.P., as Borrower, AltaLink Management Ltd., as General Partner, The Bank of Nova Scotia as Administrative Agent of the Lenders (the "Administrative Agent"), Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada as Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal and National Bank of Canada as Co-Documentation Agents and each of The Bank of Nova Scotia, Royal Bank of Canada, The Bank of Montreal, National Bank of Canada, The Toronto• Dominion Bank and Alberta Treasury Branches, as Lenders.


RECITALS


WHEREAS AltaLink Management Ltd., in its capacity as general partner of AltaLink, L.P., as Borrower, the Administrative Agent and the other parties hereto are parties to a Third Amended and Restated Credit Agreement made as of December 19, 2013 as amended by a first amending agreement dated as of October 24, 2014 and as further amended by a second amending agreement dated as of October 24, 2014 (the "Original Credit Agreement");


AND WHEREAS the Borrower, the General Partner, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Original Credit Agreement in the manner and on the terms and conditions provided for herein.


NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


ARTICLE 1
DEFINITIONS


1.1    Definitions


All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Original Credit Agreement.


ARTICLE 2
AMENDMENTS


2.1    Amendments to Original Credit Agreement


The Original Credit Agreement is hereby amended as follows:


		
	(a)
	The definition of "Applicable Margin" contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the pricing grid contained in such definition and replacing it with the following:




	
					
	Rating
Standard & Poor's,
Moody's and DBRS
	B/A
Margin
	Prime
Margin
	Standby
Fee
	Term-Out
Fee

	> A /A2 / A
	70 bps
	0 bps
	14.0 bps
	25 bps

	A / A2 / A
	80 bps
	0 bps
	16.0 bps
	25 bps

	A- / A3 / A (low)
	100 bps
	0 bps
	20.0 bps
	25 bps





LEGAL_1327982573




2


	
					
	Rating
Standard & Poor's,
Moody's and DBRS
	B/A
Margin
	Prime
Margin
	Standby
Fee
	Term-Out
Fee

	BBB+ / Baal / BBB (high)
	120 bps
	20 bps
	24.0 bps
	25 bps

	< BBB+ / Baal / BBB (high)
	145 bps
	45 bps
	29.0 bps
	25 bps






		
	(b)
	The definition of "Fee Letter" contained in Section 1.1 of the Credit Agreement is amended by deleting the words "on or about the date hereof' and replacing them with the words "December 18, 2014";


		
	(c)
	The definition of "Maturity Date" contained in Section 1.1 of the Credit Agreement    is amended by deleting the reference to "December 18, 2015" and replacing it with "December 16, 2016";


		
	(d)
	The definition of "Revolving Period" contained in Section 1.1 of the Credit Agreement is amended by deleting the reference to "December 18, 2014" and replacing it with "December 17, 2015";


		
	(e)
	Section 2.1 is amended by deleting "One Billion Two Hundred Twenty Five Million Canadian Dollars ($1,225,000,000)" and replacing it with "Nine Hundred Twenty Five Million Canadian Dollars ($925,000,000)";


		
	(f)
	Section 13.3 is amended by adding the following under the address for The Toronto-Dominion Bank: "Attention: Dave Manii; Facsimile: (416) 944-5630"; and


		
	(g)
	Schedule 5 is amended by deleting the table set out therein in its entirety and replacing it with the following:




	
		
	Lender
	Amount of Commitment

	The Bank of Nova Scotia
	$220,700,000

	Royal Bank of Canada
	$220,700,000

	The Bank of Montreal
	$181,800,800

	The Toronto Dominion Bank
	$142,700,000

	National Bank of Canada
	$97,400,000

	Alberta Treasury Branches
	$61,700,000







LEGAL_1327982573




3


ARTICLE 3
CONDITIONS PRECEDENT


3.1    Conditions Precedent


This Amending Agreement shall become effective if and when:


		
	(a)
	the Administrative Agent shall have received this Amending Agreement duly executed and delivered by the Administrative Agent, the Lenders, the Borrower and the General Partner;


		
	(b)
	no Event of Default shall have occurred and be continuing; and


		
	(c)
	the Borrower shall have paid all fees and expenses in connection with this Amending Agreement including those set out in the Fee Letter.




The conditions set forth above are inserted for the sole benefit of the Lenders and may be waived by the Lenders in whole or in part, with or without terms or conditions.


ARTICLE 4
REPRESENTATIONS AND WARRANTIES


4.1    Representations and Warranties True and Correct; No Default or Event of Default


The Borrower and General Partner each hereby represents and warrants to the Administrative Agent and the Lenders that after giving effect to this Amending Agreement, (i) each of the representations and warranties of the Borrower and the General Partner, as the case may be, contained in the Original Credit Agreement and each of the other Credit Documents is true and correct on, and as of the date hereof as if made on such date (except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Original Credit Agreement) and (ii) no event has occurred and is continuing which constitutes or would constitute a Default or an Event of Default.


ARTICLE 5
MISCELLANEOUS


5.1    No Other Amendments, Waivers or Consents


Except as expressly set forth herein, the Original Credit Agreement and all Credit Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms. The execution, delivery and effectiveness of the waiver and amendments in this Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Original Credit Agreement.


5.2    Time


Time is of the essence in the performance of the parties' respective obligations in this Amending Agreement.



LEGAL_1327982573




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5.3    Governing Law


This Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.


5.4    Successors and Assigns


This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Administrative Agent or any Lender. Nothing in this Amending Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Amending Agreement.


5.5    Counterparts


This Amending Agreement may be executed by the parties hereto in counterparts and may be executed and delivered by facsimile or other electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement.


[Remainder of page intentionally left blank - signature pages follow]



LEGAL_1327982573




IN WITNESS  OF WHICH the parties hereto have duly executed this Amending Agreement as of the date set forth on the first page of this Agreement.






	
				
	 
	ALTALINK MANAGEMENT LTD.,

	 
	in its capacity as General Partner of

	 
	ALTALINK, L.P.

	 
	 
	 
	 

	 
	By:
	/s/ Joe Bronneberg

	 
	 
	Name:
	Joe Bronneberg

	 
	 
	Title:
	Executive Vice President
and CFO

	 
	 
	 
	 

	 
	By:
	/s/ Christopher J. Lomore

	 
	 
	Name:
	Christopher J. Lomore

	 
	 
	Title:
	Vice President, Treasurer

	 
	 
	 
	 

	 
	ALTALINK MANAGEMENT LTD.,

	 
	 
	 
	 

	 
	By:
	/s/ Joe Bronneberg

	 
	 
	Name:
	Joe Bronneberg

	 
	 
	Title:
	Executive Vice President
and CFO

	 
	 
	 
	 

	 
	By:
	/s/ Christopher J. Lomore

	 
	 
	Name:
	Christopher J. Lomore

	 
	 
	Title:
	Vice President, Treasurer







AltaLink - Third Amending Agreement to Third Amended and Credit Agreement




	
				
	 
	THE BANK OF NOVA SCOTIA, as

	 
	Administrative Agent, Co-Lead Arranger and

	 
	Co-Bookrunner

	 
	 
	 
	 

	 
	By:
	/s/ Robert Boomhour

	 
	 
	Name:
	Robert Boomhour

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	By:
	/s/ Clement Yu

	 
	 
	Name:
	Clement Yu

	 
	 
	Title:
	Associate Director

	 
	 
	 
	 

	 
	THE BANK OF NOVA SCOTIA, as Lender

	 
	 
	 
	 

	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	 

	 
	 
	 
	 

	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	 







AltaLink - Third Amending Agreement to Third Amended and Credit Agreement




	
				
	 
	THE BANK OF NOVA SCOTIA, as

	 
	Administrative Agent, Co-Lead Arranger and

	 
	Co-Bookrunner

	 
	 
	 
	 

	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	 

	 
	 
	 
	 

	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	 

	 
	 
	 
	 

	 
	THE BANK OF NOVA SCOTIA, as Lender

	 
	 
	 
	 

	 
	By:
	/s/ Bradley Walker

	 
	 
	Name:
	Bradley Walker

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	By:
	/s/ Matthew Hartnoll

	 
	 
	Name:
	Matthew Hartnoll

	 
	 
	Title:
	Associate Director







AltaLink - Third Amending Agreement to Third Amended and Credit Agreement




	
				
	 
	ROYAL BANK OF CANADA, as Syndication

	 
	Agent, Co-Lead Arranger, and Co-Bookrunner

	 
	 
	 
	 

	 
	By:
	/s/ Timothy P. Murray

	 
	 
	Name:
	Timothy P. Murray

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	ROYAL BANK OF CANADA, as Lender

	 
	By:
	/s/ Timothy P. Murray

	 
	 
	Name:
	Timothy P. Murray

	 
	 
	Title:
	Authorized Signatory







AltaLink - Third Amending Agreement to Third Amended and Credit Agreement




	
				
	 
	THE BANK OF MONTREAL, as Co-

	 
	Documentation Agent

	 
	 
	 
	 

	 
	By:
	/s/ Jiayue Guo

	 
	 
	Name:
	Jiayue Guo

	 
	 
	Title:
	Associate

	 
	 
	 
	 

	 
	By:
	/s/ Carol McDonald

	 
	 
	Name:
	Carol McDonald

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	THE BANK OF MONTREAL, as Lender

	 
	 
	 
	 

	 
	By:
	/s/ Jiayue Guo

	 
	 
	Name:
	Jiayue Guo

	 
	 
	Title:
	Associate

	 
	 
	 
	 

	 
	By:
	/s/ Carol McDonald

	 
	 
	Name:
	Carol McDonald

	 
	 
	Title:
	Vice President







AltaLink - Third Amending Agreement to Third Amended and Credit Agreement




	
				
	 
	NATIONAL BANK OF CANADA, as Co-

	 
	Documentation Agent

	 
	 
	 
	 

	 
	By:
	/s/ John Niedermier

	 
	 
	Name:
	John Niedermier

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	By:
	/s/ Elin Ingolfsson

	 
	 
	Name:
	Elin Ingolfsson

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	NATIONAL BANK OF CANADA, as Lender

	 
	 
	 
	 

	 
	By:
	/s/ John Niedermier

	 
	 
	Name:
	John Niedermier

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	By:
	/s/ Elin Ingolfsson

	 
	 
	Name:
	Elin Ingolfsson

	 
	 
	Title:
	Authorized Signatory







AltaLink - Third Amending Agreement to Third Amended and Credit Agreement




	
				
	 
	THE TORONTO-DOMINION BANK, as

	 
	Lender

	 
	 
	 
	 

	 
	By:
	/s/ Matthew Hendel

	 
	 
	Name:
	Matthew Hendel

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	By:
	/s/ Stephen O'Neil

	 
	 
	Name:
	Stephen O'Neil

	 
	 
	Title:
	Vice President







AltaLink - Third Amending Agreement to Third Amended and Credit Agreement




	
				
	 
	ALBERTA TREASURY BRANCHES, as

	 
	Lender

	 
	 
	 
	 

	 
	By:
	/s/ Tim Poole

	 
	 
	Name:
	Tim Poole

	 
	 
	Title:
	Senior Director

	 
	 
	 
	 

	 
	By:
	/s/ Trevor Guinard

	 
	 
	Name:
	Trevor Guinard

	 
	 
	Title:
	Senior Associate Director







AltaLink - Third Amending Agreement to Third Amended and Credit Agreement