FIRST AMENDING AGREEMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.32

EXECUTION VERSION

FIRST AMENDING AGREEMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 24, 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_1.0000000.4

AMENDING AGREEMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 24, 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 (the "Original Credit Agreement");

WHEREAS AltaLink Management Ltd., in its capacity as general partner of AltaLink, L.P., as Borrower, issued a series 5 pledged bond (the "Series 5 Bond") pursuant to the terms of a supplemental indenture dated as of May 10, 2002, which supplemental indenture was issued pursuant to the terms of the Trust Indenture;

WHEREAS AltaLink Management Ltd., in its capacity as general partner of AltaLink, L.P., as Borrower, is issuing a new series 19 pledged bond pursuant to a supplemental indenture dated as of the date hereof and is concurrently cancelling the Series 5 Bond;

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 Amendment to Certain Definitions. (a) The parties hereto confirm that the definitions of "Bond Delivery Agreement" and "Pledged Bond" in the Original Credit Agreement are hereby deleted and replaced with the following definitions, respectively: ""Bond Delivery Agreement" means the bond delivery agreement dated as of October 24, 2014 among the parties hereto as the same may be amended, supplemented, restated or otherwise modified from time to time." ""Pledged Bond" means the Two Hundred and Fifty Million Canadian Dollars (Cdn. $250,000,000) Series 19 Bond of the Borrower issued and certified under the Trust Indenture."; (b) The parties hereto confirm that the following definition shall be added in the appropriate alphabetical order in the Original Credit Agreement "Nineteenth Supplemental Indenture" means the Nineteenth Supplemental Indenture between the Borrower, the General Partner and the Trustee dated as of October 24, 2014

LEGAL_1.3236093.4

pursuant to which the Borrower shall issue the Pledged Bond, as such indenture may be amended, supplemented, restated or otherwise modified from time to time."; and (c) The parties hereto confirm that the definition of "Trust Indenture" in the Original Credit Agreement is hereby amended by adding the words "and October 24, 2014" immediately following the words "May 22, 2013" in such definition.

2.2 Amendment to Section 7.1 - Security. The parties hereto confirm that Section 7.1 of the Original Credit Agreement shall be amended by adding the following sentence at the end of such Section: "The parties hereby confirm that all present and future indebtedness, liabilities and obligations of the Borrower to the Agent and the Lenders under this Agreement and the other Credit Documents shall constitute "Obligations" for the purposes of the Nineteenth Supplemental Indenture and shall be subject to the Pledged Bond."

2.3 Amendment to Section 9.1 - Trust Indenture. The parties hereto confirm that Section 9 .1 of the Original Credit Agreement shall be amended by adding the word "hereby" following the words "which are" in the fourth line of such Section.

2.4 Amendment to Section 9.2(a)(ii) - Information and Certificates. The parties hereto confirm that Section 9.2(a)(ii) of the Original Credit Agreement shall be deleted and replaced with the following: "(ii) copies of any Supplemental Indenture which amends in any way the Trust Indenture."

ARTICLE 3

CONDITIONS PRECEDENT

3.1    Conditions Precedent

This Amending Agreement shall become effective if and when the Agent shall have received this Amending Agreement duly executed and delivered by the Agent, the Lenders, the Borrower and the General Partner.

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 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.

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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.

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 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.

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

		ALTALINK MANAGEMENT LTD., in its capacity as General Partner of ALTALINK, L.P.
		By:	/s/ Xxx Xxxxxxxxxxx
			Name:	Xxx Xxxxxxxxxx
			Title:	Executive Vice President and CFO
		By:	/s/ Xxxxxxxxxxx X. Lomore
			Name:	Xxxxxxxxxxx X. Lomore
			Title:	Vice President, Treasurer
		ALTALINK MANAGEMENT LTD.
		By:	/s/ Xxx Xxxxxxxxxxx
			Name:	Xxx Xxxxxxxxxx
			Title:	Executive Vice President and CFO
		By:	/s/ Xxxxxxxxxxx X. Lomore
			Name:	Xxxxxxxxxxx X. Lomore
			Title:	Vice President, Treasurer

AltaLink - First Amending Agreement to Second Amended and Restated Credit Agreement

		THE BANK OF NOVA SCOTIA, as Agent
		By:	/s/ Xxxxxx Xxxxxxxx
			Name:	Xxxxxx Xxxxxxxx
			Title:	Director
		By:	/s/ Xxxxxxx Xx
			Name:	Xxxxxxx Xx
			Title:	Associate Director
		THE BANK OF NOVA SCOTIA, as Lender
		By:	/s/ Xxxxxxx Xxxxxx
			Name:	Xxxxxxx Xxxxxx
			Title:	Director
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name:	Xxxxxxx Xxxxxxxx
			Title:	Associate Director

AltaLink - First Amending Agreement to Second Amended and Restated Credit Agreement