EX-10.30 28 bhe123114ex1030.htm THIRD AMENDING AGREEMENT, DATED DECEMBER 18, 2014 BHE 12.31.14 EX 10.30

EXHIBIT 10.30

EXECUTION VERSION

THIRD AMENDING AGREEMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT


dated as of December 18, 2014

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 CANADA

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

- and -

THE BANK OF MONTREAL AND NATIONAL BANK OF CANADA

as Co-Documentation Agents

- and -

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

as Lenders

LEGAL_1327982573


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.

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 Third Amended and Restated Credit Agreement made as of December 19, 2013 as amended by a first amending agreement dated as of October 24, 2014 and as further amended by a second amending agreement dated as of October 24, 2014 (the "Original Credit Agreement");

AND WHEREAS the Borrower, the General Partner, the Administrative Agent and the Lenders 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
AMENDMENTS

2.1    Amendments to Original Credit Agreement

The Original 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 the pricing grid contained in such definition and replacing it with the following:

Rating
Standard & Poor's,
Moody's and DBRS
B/A
Margin
Prime
Margin
Standby
Fee
Term-Out
Fee
> A /A2 / A
70 bps
0 bps
14.0 bps
25 bps
A / A2 / A
80 bps
0 bps
16.0 bps
25 bps
A- / A3 / A (low)
100 bps
0 bps
20.0 bps
25 bps

LEGAL_1327982573


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Rating
Standard & Poor's,
Moody's and DBRS
B/A
Margin
Prime
Margin
Standby
Fee
Term-Out
Fee
BBB+ / Baal / BBB (high)
120 bps
20 bps
24.0 bps
25 bps
< BBB+ / Baal / BBB (high)
145 bps
45 bps
29.0 bps
25 bps

(b)
The definition of "Fee Letter" contained in Section 1.1 of the Credit Agreement is amended by deleting the words "on or about the date hereof' and replacing them with the words "December 18, 2014";
(c)
The definition of "Maturity Date" contained in Section 1.1 of the Credit Agreement    is amended by deleting the reference to "December 18, 2015" and replacing it with "December 16, 2016";
(d)
The definition of "Revolving Period" contained in Section 1.1 of the Credit Agreement is amended by deleting the reference to "December 18, 2014" and replacing it with "December 17, 2015";
(e)
Section 2.1 is amended by deleting "One Billion Two Hundred Twenty Five Million Canadian Dollars ($1,225,000,000)" and replacing it with "Nine Hundred Twenty Five Million Canadian Dollars ($925,000,000)";
(f)
Section 13.3 is amended by adding the following under the address for The Toronto-Dominion Bank: "Attention: Dave Manii; Facsimile: (416) 944-5630"; and
(g)
Schedule 5 is amended by deleting the table set out therein in its entirety and replacing it with the following:

Lender
Amount of Commitment
The Bank of Nova Scotia
$220,700,000
Royal Bank of Canada
$220,700,000
The Bank of Montreal
$181,800,800
The Toronto Dominion Bank
$142,700,000
National Bank of Canada
$97,400,000
Alberta Treasury Branches
$61,700,000


LEGAL_1327982573


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ARTICLE 3
CONDITIONS PRECEDENT

3.1    Conditions Precedent

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 Original 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 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 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 be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Original Credit Agreement.

5.2    Time

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


LEGAL_1327982573


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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]


LEGAL_1327982573


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/ Joe Bronneberg
 
 
Name:
Joe Bronneberg
 
 
Title:
Executive Vice President
and CFO
 
 
 
 
 
By:
/s/ Christopher J. Lomore
 
 
Name:
Christopher J. Lomore
 
 
Title:
Vice President, Treasurer
 
 
 
 
 
ALTALINK MANAGEMENT LTD.,
 
 
 
 
 
By:
/s/ Joe Bronneberg
 
 
Name:
Joe Bronneberg
 
 
Title:
Executive Vice President
and CFO
 
 
 
 
 
By:
/s/ Christopher J. Lomore
 
 
Name:
Christopher J. Lomore
 
 
Title:
Vice President, Treasurer


AltaLink - Third Amending Agreement to Third Amended and Credit Agreement


 
THE BANK OF NOVA SCOTIA, as
 
Administrative Agent, Co-Lead Arranger and
 
Co-Bookrunner
 
 
 
 
 
By:
/s/ Robert Boomhour
 
 
Name:
Robert Boomhour
 
 
Title:
Director
 
 
 
 
 
By:
/s/ Clement Yu
 
 
Name:
Clement Yu
 
 
Title:
Associate Director
 
 
 
 
 
THE BANK OF NOVA SCOTIA, as Lender
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 


AltaLink - Third Amending Agreement to Third Amended and Credit Agreement


 
THE BANK OF NOVA SCOTIA, as
 
Administrative Agent, Co-Lead Arranger and
 
Co-Bookrunner
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 
 
 
 
THE BANK OF NOVA SCOTIA, as Lender
 
 
 
 
 
By:
/s/ Bradley Walker
 
 
Name:
Bradley Walker
 
 
Title:
Director
 
 
 
 
 
By:
/s/ Matthew Hartnoll
 
 
Name:
Matthew Hartnoll
 
 
Title:
Associate Director


AltaLink - Third Amending Agreement to Third Amended and Credit Agreement


 
ROYAL BANK OF CANADA, as Syndication
 
Agent, Co-Lead Arranger, and Co-Bookrunner
 
 
 
 
 
By:
/s/ Timothy P. Murray
 
 
Name:
Timothy P. Murray
 
 
Title:
Authorized Signatory
 
 
 
 
 
ROYAL BANK OF CANADA, as Lender
 
By:
/s/ Timothy P. Murray
 
 
Name:
Timothy P. Murray
 
 
Title:
Authorized Signatory


AltaLink - Third Amending Agreement to Third Amended and Credit Agreement


 
THE BANK OF MONTREAL, as Co-
 
Documentation Agent
 
 
 
 
 
By:
/s/ Jiayue Guo
 
 
Name:
Jiayue Guo
 
 
Title:
Associate
 
 
 
 
 
By:
/s/ Carol McDonald
 
 
Name:
Carol McDonald
 
 
Title:
Vice President
 
 
 
 
 
THE BANK OF MONTREAL, as Lender
 
 
 
 
 
By:
/s/ Jiayue Guo
 
 
Name:
Jiayue Guo
 
 
Title:
Associate
 
 
 
 
 
By:
/s/ Carol McDonald
 
 
Name:
Carol McDonald
 
 
Title:
Vice President


AltaLink - Third Amending Agreement to Third Amended and Credit Agreement


 
NATIONAL BANK OF CANADA, as Co-
 
Documentation Agent
 
 
 
 
 
By:
/s/ John Niedermier
 
 
Name:
John Niedermier
 
 
Title:
Authorized Signatory
 
 
 
 
 
By:
/s/ Elin Ingolfsson
 
 
Name:
Elin Ingolfsson
 
 
Title:
Authorized Signatory
 
 
 
 
 
NATIONAL BANK OF CANADA, as Lender
 
 
 
 
 
By:
/s/ John Niedermier
 
 
Name:
John Niedermier
 
 
Title:
Authorized Signatory
 
 
 
 
 
By:
/s/ Elin Ingolfsson
 
 
Name:
Elin Ingolfsson
 
 
Title:
Authorized Signatory


AltaLink - Third Amending Agreement to Third Amended and Credit Agreement


 
THE TORONTO-DOMINION BANK, as
 
Lender
 
 
 
 
 
By:
/s/ Matthew Hendel
 
 
Name:
Matthew Hendel
 
 
Title:
Managing Director
 
 
 
 
 
By:
/s/ Stephen O'Neil
 
 
Name:
Stephen O'Neil
 
 
Title:
Vice President


AltaLink - Third Amending Agreement to Third Amended and Credit Agreement


 
ALBERTA TREASURY BRANCHES, as
 
Lender
 
 
 
 
 
By:
/s/ Tim Poole
 
 
Name:
Tim Poole
 
 
Title:
Senior Director
 
 
 
 
 
By:
/s/ Trevor Guinard
 
 
Name:
Trevor Guinard
 
 
Title:
Senior Associate Director


AltaLink - Third Amending Agreement to Third Amended and Credit Agreement