FIFTH AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 28, 2023 ALTALINK INVESTMENT MANAGEMENT LTD., in its capacity as general partner of ALTALINK INVESTMENTS, L.P., as Borrower, - and - ALTALINK INVESTMENT...

EXHIBIT 10.2

FIFTH AMENDING AGREEMENT TO THE
AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 28, 2023

ALTALINK INVESTMENT MANAGEMENT LTD.,
in its capacity as general partner of
ALTALINK INVESTMENTS, L.P.,

as Borrower,

- and -

ALTALINK INVESTMENT MANAGEMENT LTD.,

as General Partner,

- and -

ROYAL BANK OF CANADA,

as Administrative Agent of the Lenders, and as Xxxxxx,

- and -

RBC CAPITAL MARKETS,

as Sole Lead Arranger and Sole Bookrunner

- and -

BANK OF MONTREAL,

as Documentation Agent

- and -

ALL OTHER LENDERS WHICH BECOME

PARTIES THEREUNDER,

as Lenders

LEGAL_1:82176836.4

FIFTH AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 28, 2023, among AltaLink Investment Management Ltd., in its capacity as general partner of AltaLink Investments, L.P., as Borrower, AltaLink Investment Management Ltd., as General Partner, Royal Bank of Canada, as Agent of the Lenders (the “Agent”), and the Lenders party hereto.

RECITALS

WHEREAS AltaLink Investment Management Ltd., in its capacity as general partner of AltaLink Investments, L.P., as Borrower, Royal Bank of Canada, as Agent of the Lenders, and the Lenders are parties to an Amended and Restated Credit Agreement made as of January 24, 2020, as amended by a first amending agreement dated as of April 27, 2020, a second amending agreement dated as of May 17, 2021, a third amending agreement dated as of December 15, 2021 and a fourth amending agreement dated as of September 5, 2023 (collectively, the “Original Credit Agreement”);

AND WHEREAS the Borrower, the General Partner, the Lenders 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

1.1Definitions

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

ARTICLE 2
AMENDMENTS

2.1Amendments to Section 1.1

(a)The definition of “Applicable Margin” in Section 1.1 of the Original Credit Agreement is deleted in its entirety and replaced with the following:

“Applicable Margin” means the applicable fee or margin amount set out in the following grid for the rating which corresponds to the senior unsecured credit rating received from S&P or DBRS for the Borrower and which is determined below:

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Senior Unsecured Rating Grid

Ratings

Category I

Category II

Category III

Category IV

Category V

Category VI

Category VII

S & P and DBRS

>A / A

A / A

A- / A (low)

BBB+ / BBB (high)

BBB / BBB

BBB- / BBB (low)

< BBB- / BBB (low)

Applicable Margin for Bankers’ Acceptances, LIBOR Loans & Documentary Credits

70 bps

80 bps

100 bps

120 bps

145 bps

170 bps

200 bps

Applicable Margin for Prime Rate Loans and US Base Rate Loans

0 bps

0 bps

0 bps

20 bps

45 bps

70 bps

100 bps

Commitment Fee

14.0 bps

16.0 bps

20.0 bps

24.0 bps

29 bps

34 bps

40 bps

Provided that if at any time neither S&P nor DBRS maintains a senior unsecured credit rating for the Borrower then “Applicable Margin” shall thereafter mean the applicable fee or margin amount set out in the following grid for the rating which corresponds to the issuer credit rating received from S&P or DBRS for the Borrower and which is determined below.

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Issuer Credit Rating Grid

Ratings

Category I

Category II

Category III

Category IV

Category V

Category VI

S & P and DBRS

>A / A

A / A

A- / A (low)

BBB+ / BBB (high)

BBB / BBB

<BBB / BBB

Applicable Margin for Bankers’ Acceptances, LIBOR Loans & Documentary Credits

80 bps

100 bps

120 bps

145 bps

170 bps

200 bps

Applicable Margin for Prime Rate Loans and US Base Rate Loans

0 bps

0 bps

20 bps

45 bps

70 bps

100 bps

Commitment Fee

16.0 bps

20.0 bps

24.0 bps

29 bps

34 bps

40 bps

For purposes of this Agreement, if at any time the ratings assigned by the Rating Agencies fall within different rating categories in accordance with the above tables, (a) in the case where the lowest senior unsecured credit rating or issuer credit rating, as applicable, is BBB- or higher, the Applicable Margin will be the higher of the ratings and (b) in the case where the lowest senior unsecured credit rating or issuer credit rating, as applicable, is lower than BBB-, the Applicable Margin will be based on the average of the ratings.

Any increase or decrease in the Applicable Margin (other than with respect to Bankers’ Acceptances) resulting from a change in the rating assigned by one or more Rating Agency shall be calculated with reference to the new Applicable Margin and fee effective on and after the date on which such rating change is published, notwithstanding that any affected Advance may have been made or issued prior to such date. Any increase or decrease in the applicable Banker’s Acceptance Fee shall apply to all Bankers’ Acceptances drawn by the Borrower or on rollover or conversion pursuant to Section 2.8(f), as of the date of such drawing, rollover or conversion, as the case may be.

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ARTICLE 3
CONDITIONS PRECEDENT

3.1Conditions Precedent

This Fifth Amending Agreement shall become effective when the Agent shall have received an executed copy of this Fifth Amending Agreement from each of the Agent, the Lenders, the Borrower and the General Partner.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1Representations 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 Fifth 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 Loan 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

5.1No Other Amendments, Waivers or Consents

Except as expressly set forth herein, the Original Credit Agreement and all Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms.

5.2Time

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

5.3Governing Law

This Fifth 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.

5.4Successors and Assigns

This Fifth 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 Fifth 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 the Original Credit Agreement, as amended by this Fifth Amending Agreement.

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5.5Counterparts

This Fifth Amending Agreement may be executed by the parties hereto in counterparts and may be delivered by facsimile or other electronic means (including via electronic mail in portable document format) and all such counterparts shall together constitute one and the same agreement.

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

LEGAL_1:82176836.4

The parties hereto have duly executed this Fifth Amending Agreement as of the date set forth on the first page of this Agreement.

						ALTALINK INVESTMENT MANAGEMENT LTD., in its capacity as General Partner of ALTALINK INVESTMENTS, L.P.
			By:			/s/ Xxxx X. Xxxxxxx
						Name: Xxxx Xxxxxxx     Title: President
			By:			/s/ Xxxxxxx X. Xxxxxx
						Name: Xxxxxxx X. Xxxxxx     Title: Treasurer

LEGAL_1:82176836.4

($300M) AILP – Fifth Amending Agreement to Amended and Restated Credit Agreement

						ALTALINK INVESTMENT MANAGEMENT LTD.
			By:			/s/ Xxxx X. Xxxxxxx
						Name:     Title:
			By:			/s/ Xxxxxxx X. Xxxxxx
						Name:     Title:

LEGAL_1:82176836.4

($300M) AILP – Fifth Amending Agreement to Amended and Restated Credit Agreement

						ROYAL BANK OF CANADA, as Agent
			By:			/s/ Xxxxxx Xxxxxxx
						Name: Xxxxxx Xxxxxxx     Title: Manager, Agency Services
			By:
						Name:     Title:

LEGAL_1:82176836.4

($300M) AILP – Fifth Amending Agreement to Amended and Restated Credit Agreement

						ROYAL BANK OF CANADA, as Lender
			By:			/s/ Xxxxxxx X. Xxxxxx
						Name: Xxxxxxx X. Xxxxxx     Title: Authorized Signatory
			By:
						Name:     Title:

LEGAL_1:82176836.4

($300M) AILP – Fifth Amending Agreement to Amended and Restated Credit Agreement

						BANK OF MONTREAL, as Lender
			By:			/s/ Xxxxxx Xxxxxxx
						Name: Xxxxxx Xxxxxxx     Title: Managing Director
			By:
						Name:     Title:

LEGAL_1:82176836.4

($300M) AILP – Fifth Amending Agreement to Amended and Restated Credit Agreement

						ATB FINANCIAL, as Lender
			By:			/s/ Xxxxxx Xxxxxxx
						Name: Xxxxxx Xxxxxxx     Title: Director - Energy Infrastructure
			By:			/s/ Xxxxx Xxxxx
						Name: Xxxxx Xxxxx     Title: Associate Director

LEGAL_1:82176836.4

($300M) AILP – Fifth Amending Agreement to Amended and Restated Credit Agreement

						THE BANK OF NOVA SCOTIA, as Lender
			By:			/s/ Xxxx Xxxxxxxx
						Name: Xxxx Xxxxxxxx     Title: Managing Director & Head
			By:			/s/ Xxxxx Xxxxxxx
						Name: Xxxxxx Xxxxxxx     Title: Associate

LEGAL_1:82176836.4

($300M) AILP – Fifth Amending Agreement to Amended and Restated Credit Agreement

						NATIONAL BANK OF CANADA, as Lender
			By:			/s/ Xxxxx Xxxxxx
						Name: Xxxxx Xxxxxx     Title: Authorized Signatory
			By:			/s/ Xxxxx Xxxxxxx
						Name: Xxxxx Xxxxxxx     Title: Authorized Signatory

LEGAL_1:82176836.4

($300M) AILP – Fifth Amending Agreement to Amended and Restated Credit Agreement