THIRD AMENDING AGREEMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.2

EXECUTION VERSION

THIRD AMENDING AGREEMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of April 19, 2018

ALTALINK, L.P.

as Borrower

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ALTALINK MANAGEMENT LTD.

as General Partner

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THE BANK OF NOVA SCOTIA

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

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ROYAL BANK OF CANADA

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

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BANK OF MONTREAL AND NATIONAL BANK OF CANADA

as Co-Documentation Agents

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

as Lenders

THIRD AMENDING AGREEMENT TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 19, 2018 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, Bank of Montreal and National Bank of Canada as Co-Documentation Agents and each of The Bank of Nova Scotia, Royal Bank of Canada, 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 Fourth Amended and Restated Credit Agreement made as of December 17, 2015 as amended by a First Amending Agreement dated as of December 15, 2016 and a Second Amending Agreement dated as of December 14, 2017 (the “Credit Agreement”);

AND WHEREAS the Borrower, the General Partner, the Administrative Agent and the Lenders have agreed to amend certain provisions of the 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 Credit Agreement.

ARTICLE 2
AMENDMENTS

2.1 Amendments to Credit Agreement

The 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 (i) the “Term-Out Fee” column in the grid contained in such definition and (ii) the last paragraph of such definition that includes the reference to the “Term-Out Fee”.

(b) The definition of “Fee Letter” contained in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

“Fee Letter” means the third amended and restated fee letter entered into between BNS, the Borrower and the General Partner dated April 19, 2018, as such fee letter may be amended, restated supplemented or otherwise modified from time to time.

(c) The definition of “Maturity Date” contained in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

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“Maturity Date” means December 13, 2022, as may be extended pursuant to Subsection 5.2(b).

(d) The definition of “Revolving Period” contained in Section 1.1 of the Credit Agreement is deleted in its entirety.

(e) Section 2.1 of the Credit Agreement is hereby amended by adding the following at the end of the last sentence in such Section:

“prior to and including December 13, 2018 and shall not exceed Five Hundred Million Canadian Dollars (Cdn$ 500,000,000) from and after December 13, 2018”

(f) Subsection 5.2(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(b)    If, no earlier than one hundred and eighty (180) and no later than ninety (90) days prior to December 13^th of each year during the term of the Credit Facility, with the consent of the Lenders pursuant to this Subsection 5.2(b), the Borrower delivers to the Administrative Agent a notice in the form of Schedule 3 (a “Notice of Extension”) requesting that the Maturity Date be extended for a further three hundred and sixty-four (364) day period and if the Administrative Agent, with the consent of the Lenders, gives notice to the Borrower within thirty (30) days from the date of receipt of such Notice of Extension by the Administrative Agent, that the Lenders agree to the request of the Borrower for such extension, then the Maturity Date shall be extended for a three hundred and sixty-four (364) day period commencing on the date stipulated in the Administrative Agent’s notice to the Borrower. The Lenders agree that they shall give or withhold their consent in a timely manner so that the Administrative Agent may provide a response to the Notice of Extension within thirty (30) days from the date of such receipt. If a Lender does not provide a response to the Administrative Agent within such thirty (30) day period from the date of such receipt of the Notice of Extension, such Lender shall be deemed to have withheld its consent to the Borrower’s extension request. The Borrower shall be entitled to replace any Lender which dissents in response to the Notice of Extension (a “Dissenting Lender”) with another existing Lender or Lenders without the consent of any of the remaining Lenders; or to replace a Dissenting Lender with any financial institution which is not an existing Lender without the consent of any of the remaining Lenders, provided that the Administrative Agent has first consented in writing to such replacement of the Dissenting Lender. The Borrower shall be entitled, with the unanimous consent of the Lenders who have agreed to extend, to cancel the Commitment of any Dissenting Lender and repay such Dissenting Lender. Any Notice of Extension delivered by the Borrower shall be accompanied by a Borrower’s Certificate of Compliance.

(g) Subsection 5.2(c) of the Credit Agreement is hereby deleted in its entirety,

(h) Schedule 5 of the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit A hereof.

ARTICLE 3
CONDITIONS PRECEDENT

3.1 Conditions Precedent

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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 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 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 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

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be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the 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 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]

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/ Xxxxx Xxxx
			Name: Xxxxx Xxxx
			Title: Executive Vice President                and CFO
		By:	/s/ Xxxxxxxxxxx X. Lomore
			Name: Xxxxxxxxxxx X. Lomore
			Title: Vice President, Treasurer

		ALTALINK MANAGEMENT LTD.
		By:	/s/ Xxxxx Xxxx
			Name: Xxxxx Xxxx
			Title: Executive Vice President                and CFO
		By:	/s/ Xxxxxxxxxxx X. Lomore
			Name: Xxxxxxxxxxx X. Lomore
			Title: Vice President, Treasurer

AltaLink – Third Amending Agreement to Fourth Amended and Restated Credit Agreement

		THE BANK OF NOVA SCOTIA, as Administrative Agent, Co-Lead Arranger and Co-Bookrunner
		By:	/s/ Xxx Xxxx
			Name: Xxx Xxxx
			Title: Managing Director
		By:	/s/ Xxxx Xxxxxxxx
			Name: Xxxx Xxxxxxxx
			Title: Analyst

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

AltaLink – Third Amending Agreement to Fourth Amended and Restated Credit Agreement

		ROYAL BANK OF CANADA, as Syndication Agent, Co-Lead Arranger, and Co-Bookrunner
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name: Xxxxxxx X. Xxxxxx
			Title: Authorized Signatory

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

AltaLink – Third Amending Agreement to Fourth Amended and Restated Credit Agreement

		BANK OF MONTREAL, as Co-Documentation Agent
		By:	/s/ Xxxxx XxXxxxxx
			Name: Xxxxx XxXxxxxx
			Title: Managing Director
		By:	/s/ Xxxx Xxxx
			Name: Xxxx Xxxx
			Title: Associate

		BANK OF MONTREAL, as Lender
		By:	/s/ Xxxxx XxXxxxxx
			Name: Xxxxx XxXxxxxx
			Title: Managing Director
		By:	/s/ Xxxx Xxxx
			Name: Xxxx Xxxx
			Title: Associate

AltaLink – Third Amending Agreement to Fourth Amended and Restated Credit Agreement

		NATIONAL BANK OF CANADA, as Co-Documentation Agent
		By:	/s/ Xxxx X. Xxxxx
			Name: Xxxx X. Xxxxx
			Title: Authorized Signatory
		By:	/s/ Xxxx Xxxxxxxxxx
			Name: Xxxx Xxxxxxxxxx
			Title: Authorized Signatory

		NATIONAL BANK OF CANADA, as Lender
		By:	/s/ Xxxx X. Xxxxx
			Name: Xxxx X. Xxxxx
			Title: Authorized Signatory
		By:	/s/ Xxxx Xxxxxxxxxx
			Name: Xxxx Xxxxxxxxxx
			Title: Authorized Signatory

AltaLink – Third Amending Agreement to Fourth Amended and Restated Credit Agreement

		THE TORONTO-DOMINION BANK, as Lender
		By:	/s/ Xxxxx Xxxxx
			Name: Xxxxx Xxxxx
			Title: Director
		By:	/s/ Xxxxxxx X'Xxxxx
			Name: Xxxxxxx X'Xxxxx
			Title: Director

AltaLink – Third Amending Agreement to Fourth Amended and Restated Credit Agreement

		ALBERTA TREASURY BRANCHES, as Lender
		By:	/s/ Xxxxxx Xxxxxxx
			Name: Xxxxxx Xxxxxxx
			Title: Director
		By:	/s/ Xxxx Xxxx
			Name: Xxxx Xxxx
			Title: Portfolio Manager

AltaLink – Third Amending Agreement to Fourth Amended and Restated Credit Agreement

EXHIBIT A TO THIRD AMENDING AGREEMENT

SCHEDULE 5
LENDERS’ COMMITMENTS

Lender	Amount of Commitment Prior to and Including December 13, 2018			Amount of Commitment after December 13, 0000
Xxx Xxxx xx Xxxx Xxxxxx		$179,000,000			$119,000,000
Royal Bank of Canada		$179,000,000			$119,000,000
The Bank of Montreal		$147,000,000			$98,000,000
The Toronto-Dominion Bank		$116,000,000			$77,000,000
National Bank of Canada		$79,000,000			$53,000,000
Alberta Treasury Branches		$50,000,000			$34,000,000