THIRD AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 8, 2016 ALTALINK INVESTMENT MANAGEMENT LTD., in its capacity as general partner of ALTALINK INVESTMENTS, L.P., as Borrower, - and - ALTALINK INVESTMENT MANAGEMENT LTD.,...

EXHIBIT 10.6

Execution Copy

THIRD AMENDING AGREEMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

dated as of July 8, 2016

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_1:39860452.1

THIRD AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 8, 2016, 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 and as further amended by a second amending agreement dated as of December 14, 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 Applicable Margin. The parties hereto confirm that the definition of “Applicable Margin” in the Original Credit Agreement shall be amended by deleting the grid contained in such Section and replacing it with the following:

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) / unrated
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

LEGAL_1:39860452.1

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ARTICLE 3
CONDITIONS PRECEDENT

3.1 Conditions Precedent

This Third Amending Agreement shall become effective when:

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

(b) 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 Third 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 Third Amending Agreement.

5.3 Governing Law

This Third 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.

LEGAL_1:39860452.1

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5.4 Successors and Assigns

This Third 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 Third 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 Third Amending Agreement.

5.5 Counterparts

This Third 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_1:39860452.1

The parties hereto have duly executed this Third 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 – Third 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 – Third 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 – Third 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
		By:
			Name:
			Title:

AltaLink – Third Amending Agreement to Amended and Restated Credit Agreement

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

AltaLink – Third Amending Agreement to 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: Associate Director

AltaLink – Third 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: Director

AltaLink – Third 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 Xxxxxxxxxx
			Name: Xxxx Xxxxxxxxxx
			Title: Authorized Signatory

AltaLink – Third Amending Agreement to Amended and Restated Credit Agreement