EXHIBIT 10.33
EXECUTION VERSION
SECOND AMENDING AGREEMENT TO
SECOND 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 Agent of the Lenders and as Lender
LEGAL_1.32803138.3
AMENDING AGREEMENT TO THE SECOND 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 Agent of the Lenders (the
"Agent")and as Lender.
RECITALS
WHEREAS AltaLink Management Ltd., in its capacity as general partner of
AltaLink, L.P., as Borrower, the Agent and the Lender are parties to a Second
Amended and Restated Credit Agreement made as of December 19, 2013 as amended by
a first amending agreement dated as of October 24, 2014 (the "Original Credit
Agreement");
AND WHEREAS the Borrower, the General Partner, the Lender and the Agent 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:
Ratings
Category I
Category II
Category III
Category IV
Category V
Standard & Poor's,
Moody's, and DBRS
>A /A2 /A
A /A2 /A
A- /A3/
A(low)
BBB+/
Baal/BBB (high)