0001081316-15-000003 Sample Contracts

THIRD AMENDED AND RESTATED CREDIT AGREEMENT ALTALINK, L.P. as Borrower, - and- ALTALINK MANAGEMENT LTD. as General Partner - and- THE BANK OF NOVA SCOTIA as Administrative Agent of the Lenders, Co-Lead Arranger and Co-Bookrunner - and- ROYAL BANK OF...
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

THIS CREDIT AGREEMENT is made as of December 15, 2005, as amended and restated December 18, 2009, as further amended and restated December 17, 2010, and as further amended and restated by this Agreement made as of December 19, 2013

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AMENDED AND RESTATED CREDIT AGREEMENT made as of December 14, 2011 among ALTALINK INVESTMENT MANAGEMENT LTD., in its capacity as general partner of ALTALINK INVESTMENTS, L.P., as Borrower, - and- ALTALINK INVESTMENT MANAGEMENT LTD., as General...
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

WHEREAS the Borrower, Royal Bank of Canada, as agent and the Lenders are party to an Amended and Restated Credit Agreement dated December 15, 2010 (such agreement, as amended by a first amending agreement dated as of October 28, 2011, the "Existing Credit Agreement", which Existing Credit Agreement was an amendment and restatement of an amended and restated credit agreement dated December 16, 2009, as amended by a first amending agreement dated as of December 23, 2009, the "December 16, 2009 Credit Agreement"), pursuant to which the Lenders agreed (subject to the terms of the Existing Credit Agreement) to make funding available to the Borrower from time to time for operating expenses, capital expenditures and working capital needs of the Borrower and AltaLink.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 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 - and - ALL OTHER LENDERS WHICH BECOME PARTIES...
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

WHEREAS the Borrower has requested that the Lenders make funding available to the Borrower from time to time for general corporate purposes and capital expenditures pursuant to a credit agreement dated as of May 10, 2002, as amended by credit agreement amending agreements dated May 9, 2003, May 8, 2004, May 17, 2005, December 15, 2005, May 5, 2006 and May 4, 2007, as amended and restated May 2, 2008, as further amended by credit agreement amending agreements dated May 1, 2009, April 30, 2010, December 17, 2010, December 16, 2011, June 29, 2012 and December 28, 2012 and as supplemented by side letter agreement dated April 30, 2013 (collectively as amended and supplemented, the "Original Credit Agreement").

FIRST AMENDING AGREEMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

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.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

AMENDING AGREEMENT TO THE THIRD 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 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, The Bank of Montreal and National Bank of Canada as Co-Documentation Agents and each of The Bank of Nova Scotia, Royal Bank of Canada, The Bank of Montreal, National Bank of Canada, The Toronto-Dominion Bank and Alberta Treasury Branches, as Lenders.

AMENDED AND RESTATED CREDIT AGREEMENT
Second Amending Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

SECOND AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 14, 2012, among AltaLink Investment Management Ltd., in its capacity as general partner of AltaLink Investments, LP., as Borrower, AltaLink Investment Management Ltd., as General Partner, Royal Bank of Canada, as Agent on behalf of itself as Lender and the other Lenders party hereto.

ALTALINK, L.P. TWELFTH SUPPLEMENTAL INDENTURE
Twelfth Supplemental Indenture • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

ALTALINK MANAGEMENT LTD., as general partner of AltaLink, LP. a limited partnership created pursuant to the laws of the Province of Alberta,

WAIVER AND FOURTH AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 24, 2014 ALTALINK INVESTMENT MANAGEMENT LTD., in its capacity as general partner of ALTALINK INVESTMENTS, L.P ., as Borrower, - and - ALTALINK INVESTMENT...
Waiver and Fourth Amending Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

WAIVER AND FOURTH AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 24, 2014 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 on behalf of itself as Lender and the other Lenders party hereto.

FIFTH AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 15, 2014
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

FIFTH AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 15, 2014, 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 on behalf of itself as Lender and the other Lenders party hereto.

FIRST AMENDING AGREEMENT TO
First Amending Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

FIRST AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 27, 2012, 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 on behalf of itself as Lender and the other Lenders party hereto.

THIRD AMENDING AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

AMENDING AGREEMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 2014 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, The Bank of Montreal and National Bank of Canada as Co-Documentation Agents and each of The Bank of Nova Scotia, Royal Bank of Canada, The Bank of Montreal, National Bank of Canada, The Toronto• Dominion Bank and Alberta Treasury Branches, as Lenders.

TENTH SUPPLEMENTAL INDENTURE
Tenth Supplemental Indenture • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

ALTALINK MANAGEMENT LTD., as general partner of AltaLink, L.P. a limited partnership created pursuant to the laws of the Province of Alberta,

ALTALINK, L.P. SERIES SEVENTEENTH SUPPLEMENTAL INDENTURE
Berkshire Hathaway Energy Co • March 2nd, 2015 • Electric, gas & sanitary services • Alberta

ALTALINK MANAGEMENT LTD., as general partner of AltaLink, L.P. a limited partnership created pursuant to the laws of the Province of Alberta,

SECOND AMENDING AGREEMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

AMENDING AGREEMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 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.

FIRST AMENDING AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

AMENDING AGREEMENT TO THE THIRD 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 Administrative Agent of the Lenders (the "Agent"), Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada as Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal and National Bank of Canada as Co-Documentation Agents and each of The Bank of Nova Scotia, Royal Bank of Canada, The Bank of Montreal, National Bank of Canada, The Toronto-Dominion Bank and Alberta Treasury Branches, as Lenders.

NINTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

ALTALINK MANAGEMENT LTD., as general partner of AltaLink, L.P. a limited partnership created pursuant to the laws of the Province of Alberta,

SECOND SUPPLEMENTAL INDENTURE dated as of March 6, 2000 to
Second Supplemental Indenture • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • New York

This SECOND SUPPLEMENTAL INDENTURE, dated as of March 6, 2000 (this "Second Supplemental Indenture''), by and between CE GENERATION. LLC, a limited liability company organized under the laws of the state of Delaware ("CE Generation"), and CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION (together with its successors in such capacity, the ''Trustee").

THIRD AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Third Amending Agreement • March 2nd, 2015 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • Alberta

THIRD AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 16, 2013, 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 on behalf of itself as Lender and the other Lenders party hereto.

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