SECOND AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 14, 2015 ALTALINK INVESTMENT MANAGEMENT LTD., in its capacity as general partner of ALTALINK INVESTMENTS, L.P., as Borrower, - and - ALTALINK INVESTMENT MANAGEMENT...

EXHIBIT 10.5

EXECUTION VERSION

SECOND AMENDING AGREEMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 14, 2015

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 Lender,

- and -

THE LENDERS PARTY HERETO,

as Lenders

LEGAL_1:37171449.3

SECOND AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 14, 2015, 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 July 30, 2015 as amended by a first amending agreement dated as of November 20, 2015 (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

1.1 Definitions

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

ARTICLE 2
AMENDMENT

2.1 Amendment to Definition of Maturity Date. The definition of “Maturity Date” in the Original Credit Agreement is hereby amended by replacing the date “December 14, 2019” with the date “December 14, 2020” in such definition.

ARTICLE 3
CONDITIONS PRECEDENT

3.1 Conditions Precedent

This Second Amending Agreement shall become effective when:

(a) the Agent shall have received an executed copy of this Second Amending Agreement from each of the Agent, the Lenders, the Borrower and the General Partner;

(b) the Agent has received an extension fee from the Borrower, which fee shall be in the amount of 5 bps calculated on the Commitment of each Lender party to this Second Amending Agreement, and payable to each such Lender; and

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(c) no Event of Default shall have occurred and be continuing.

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 Agent and the Lenders that after giving effect to this Second 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

5.1 No 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.

5.2 Time

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

5.3 Governing Law

This Second 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 Second 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 Second 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 Second Amending Agreement.

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5.5 Counterparts

This Second 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]

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The parties hereto have duly executed this Second 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/ Xxxxxxx X. Xxxxxx
			Name: Xxxxxxx X. Xxxxxx
			Title: Director
		By:	/s/ Xxxxxx Xxxxx
			Name: Xxxxxx X. Xxxxx
			Title: Director

AltaLink – Second Amending Agreement to Amended and Restated Credit Agreement

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

AltaLink – Second Amending Agreement to Amended and Restated Credit Agreement

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

AltaLink – Second Amending Agreement to Amended and Restated Credit Agreement

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

AltaLink – Second Amending Agreement to Amended and Restated Credit Agreement

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

AltaLink – Second Amending Agreement to Amended and Restated Credit Agreement

		ALBERTA TREASURY BRANCHES, as Lender
		By:	/s/ Xxx Xxxxx
			Name: Xxx Xxxxx
			Title: Senior Director
		By:	/s/ Xxxxxx Xxxxxxx
			Name: Xxxxxx Xxxxxxx
			Title: Senior Associate Director

AltaLink – Second Amending Agreement to Amended and Restated Credit Agreement

		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 – Second Amending Agreement to Amended and Restated Credit Agreement

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

AltaLink – Second Amending Agreement to Amended and Restated Credit Agreement