EX-99.1 2 a18-40716_7ex99d1.htm EX-99.1

Exhibit 99.1

 

EXECUTION COPY

 

FIRST AMENDING AGREEMENT
RE: THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS AGREEMENT made as of the 11th day of May, 2018.

 

BETWEEN:

 

THE BANK OF NOVA SCOTIA,

a Canadian chartered bank

 

(herein, in its capacity as administrative agent of the Lenders, called the “Agent”)

 

— and —

 

THE BANK OF NOVA SCOTIA,
CANADIAN IMPERIAL BANK OF COMMERCE,
ROYAL BANK OF CANADA,
BANK OF MONTREAL,
THE TORONTO-DOMINION BANK,
NATIONAL BANK OF CANADA,
HSBC BANK CANADA,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH
BANK OF AMERICA, N.A., CANADA BRANCH,
MORGAN STANLEY BANK, N.A.,
FEDERATION DES CAISSES DESJARDINS DU QUEBEC AND
WELLS FARGO BANK, NATIONAL ASSOCIATION

 

(herein, in their capacities as lenders to the Borrower, collectively called the “Lenders” and individually called a “Lender”)

 

— and —

 

FORTIS INC.,

a corporation existing under the laws of the Province of Newfoundland and Labrador

 

(herein called the “Borrower”)

 

WHEREAS, pursuant to a third amended and restated credit agreement made as of July 31, 2017 among the Borrower, the Agent and the Lenders (the “Credit Agreement”), the Lenders have established a certain credit facility in favour of the Borrower;

 

AND WHEREAS the parties hereto wish to amend certain provisions of the Credit Agreement;

 

 

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:

 

ARTICLE 1
DEFINED TERMS

 

1.1                                                                               Capitalized Terms

 

                                                                                                All capitalized terms which are used herein without being specifically defined herein shall have the meaning ascribed thereto in the Credit Agreement as amended hereby.

 

ARTICLE 2
AMENDMENTS

 

2.1                                                                               General Rule

 

                                                                                                Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

 

2.2                                                                               Defined Terms

 

                                                                                                Section 1.1 of the Credit Agreement is hereby amended by deleting the reference to “July 30, 2022” in the definition of “Maturity Date” and substituting “July 30, 2023” therefor.

 

2.3                                                                               General Interest Rules

 

                                                                                                Section 7.3(a) of the Credit Agreement is hereby amended by adding the following language to the end thereof:

 

“The Borrower confirms that it fully understands and is able to calculate the rates of interest and fees applicable to advances based on the methodology for calculating per annum rates provided for in this Agreement.  The Agent agrees that if requested in writing by the Borrower it will calculate the nominal and effective per annum rate of interest or fees on any advance outstanding at the time of such request and provide such information to the Borrower promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrower of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender.  To the extent permitted by law, the Borrower hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to any Loan Document, that the interest or fees payable under any Loan Document and the calculation thereof has not been adequately disclosed to the Borrower, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle.”.

 

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES

 

3.1                                                                               Representations and Warranties

 

                                                                                                To induce the Lenders and the Agent to enter into this agreement, the Borrower hereby represents and warrants to the Lenders and the Agent that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement are true and correct on the date hereof as if made of the date hereof and that, as of the date hereof, no Material Adverse Change has occurred since December 31, 2017.  This representation and warranty is given solely as of the date of this agreement and the provisions of Section 12.1(c) of the Credit Agreement do not apply to the representations and warranties in this Section 3.1.

 

ARTICLE 4
CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT

 

4.1                                                                               Conditions Precedent

 

                                                                                                This agreement shall not become effective until the following conditions precedent are fulfilled:

 

(a)                            the Borrower shall have paid to the Administrative Agent, on behalf of each Lender, the extension fee referred to in Section 5.1; and

 

(b)                            this agreement shall be executed and delivered by the Borrower, the Administrative Agent and the Lenders.

 

ARTICLE 5
MISCELLANEOUS

 

5.1                                                                               Extension Fee

 

                                                                                                On the execution and delivery of this agreement, the Borrower shall pay to each Lender an extension fee equal to its respective Individual Commitment multiplied by 0.05% (5.0 basis points) for an aggregate extension fee of $650,000.  Each such payment is non-refundable and fully-earned upon execution of this agreement.

 

5.2                                                                               Future References to the Credit Agreement

 

                                                                                                On and after the date of this agreement, each reference in the Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement and each reference in any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.  The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

 

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5.3                                                                               Governing Law

 

                                                                                                This agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

 

5.4                                                                               Enurement

 

                                                                                                This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

 

5.5                                                                               Conflict

 

                                                                                                If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount.

 

5.6                                                                               Further Assurances

 

                                                                                                The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.

 

5.7                                                                               Counterparts

 

                                                                                                This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement on the date first above written.

 

 

FORTIS INC.

 

 

 

 

By:

/s/ Karen Gosse

 

 

Name:

Karen Gosse

 

 

Title:

Vice-President Treasury & Planning

 

 

 

 

By:

/s/ Regan O’Dea

 

 

Name:

Regan O’Dea

 

 

Title:

Vice President, General Counsel

 

 

 

THE BANK OF NOVA SCOTIA as Agent

 

 

 

 

By:

/s/ Clement Yu

 

 

Name:

Clement Yu

 

 

Title:

Director

 

 

 

 

By:

/s/ Venita Ramjattan

 

 

Name:

Venita Ramjattan

 

 

Title:

Analyst

 

First Amending Agreement

 

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THE BANK OF NOVA SCOTIA as Lender

 

 

 

 

By:

/s/ Randall S. Hartlen

 

 

Name:

Randall S. Hartlen

 

 

Title:

Managing Director

 

 

 

 

By:

/s/ Annette M. d’Eon

 

 

Name:

Annette M. d’Eon

 

 

Title:

Associate Director

 

 

 

 

CANADIAN IMPERIAL BANK OF COMMERCE

 

 

 

By:

/s/ Peter Mastromarini

 

 

Name:

Peter Mastromarini

 

 

Title:

Managing Director & Head

 

 

 

 

By:

/s/ Giovanni Strazzullo

 

 

Name:

Giovanni Strazzullo

 

 

Title:

Executive Director

 

 

 

 

ROYAL BANK OF CANADA

 

 

 

By:

/s/ Timothy P. Murray

 

 

Name:

Timothy P. Murray

 

 

Title:

Authorized Signatory

 

First Amending Agreement

 

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BANK OF MONTREAL

 

 

 

By:

/s/ Steven Patchet

 

 

Name:

Steven Patchet

 

 

Title:

Vice President

 

 

 

 

THE TORONTO-DOMINION BANK

 

 

 

By:

/s/ Hassan Abbas

 

 

Name:

Hassan Abbas

 

 

Title:

Vice President

 

 

 

 

By:

/s/ Matthew Hendel

 

 

Name:

Matthew Hendel

 

 

Title:

Managing Director

 

 

 

 

NATIONAL BANK OF CANADA

 

 

 

By:

/s/ Gil Herritt

 

 

Name:

Gil Herritt

 

 

Title:

Vice-President

 

 

 

 

By:

/s/ David Torrey

 

 

Name:

David Torrey

 

 

Title:

Managing Director

 

First Amending Agreement

 

S-3

 

 

HSBC BANK CANADA

 

 

 

By:

/s/ Ted Bertola

 

 

Name:

Ted Bertola

 

 

Title:

Associate, Global Banking

 

 

 

 

By:

/s/ Casey Coates

 

 

Name:

Casey Coates

 

 

Title:

Managing Director, Global Banking

 

 

 

 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH

 

 

 

By:

/s/ Michael Quinn

 

 

Name:

Michael Quinn

 

 

Title:

Director

 

 

 

 

BANK OF AMERICA, N.A., CANADA BRANCH

 

 

 

By:

/s/ Marc Ahlers

 

 

Name:

Marc Ahlers

 

 

Title:

Director

 

First Amending Agreement

 

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MORGAN STANLEY BANK, N.A.

 

 

 

By:

/s/ Michael King

 

 

Name:

Michael King

 

 

Title:

Authorized Signatory

 

 

 

 

FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC

 

 

 

By:

/s/ Michel Voyer

 

 

Name:

Michel Voyer

 

 

Title:

Director, Corporate Banking

 

 

 

 

By:

/s/ Mathieu Talbot

 

 

Name:

Mathieu Talbot

 

 

Title:

Managing Director and Head of Corporate Banking

 

 

 

 

WELLS FARGO BANK, N.A., CANADIAN BRANCH

 

 

 

By:

/s/ David Wright

 

 

Name:

David Wright

 

 

Title:

Director

 

First Amending Agreement

 

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