Credit Agreement, dated as of April 27, 2020, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, The Bank of Nova Scotia, as administrative agent, and Lenders

THIS CREDIT AGREEMENT is made as of April 27, 2020

ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.,

as Borrower,

ALTALINK MANAGEMENT LTD.,

as General Partner,

WHEREAS the Borrower has requested that the Lenders make funding available to the Borrower from time to time for various general corporate purposes of the Borrower;

AND WHEREAS BNS has agreed to act as sole Administrative Agent, Co-Lead Arranger and Co-Bookrunner, RBC has agreed to act as Co-Lead Arranger and Co-Bookrunner and BMO has agreed to act as Co-Lead Arranger and Co-Bookrunner;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained in this Agreement, the Borrower, the General Partner, the Administrative Agent, Co-Lead Arrangers, Co-Bookrunners and Lenders covenant and agree as follows:

In this Agreement, unless the context otherwise requires, all capitalized terms shall have the meaning ascribed thereto in the Trust Indenture provided that the following terms shall have the following meanings (whether or not defined in the Trust Indenture):

“Accommodations” means the Loans, Bankers’ Acceptances and Discount Notes under this Credit Facility and shall refer to any one or more of such types where the context requires.

“Administrative Agent” means BNS, or any Successor Administrative Agent appointed under Section 12.12.

“Administrative Agent’s Account” means the account at the Branch into which Lenders’ Advances shall be deposited for payment to the Borrower.

“Advance” means an advance by the Lenders or any of them of any Accommodation, and shall include deemed Advances and conversions, renewals and rollovers of existing Advances, and any reference relating to the amount of Advances shall mean the Canadian Dollar Amount of all outstanding Accommodation.

“Advanced Share” means the percentage of the total amount of Advances to the Borrower that has been made by a particular Lender at any time.

“Agreement” means this Credit Agreement and the Schedules hereto, as amended, amended and restated, restated, supplemented or otherwise modified from time to time.

“Applicable Laws” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgment, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any governmental authority, binding on or affecting the person referred to in the context in which the term is used or binding on or affecting the property of such person, in each case whether or not having the force of law.

“Applicable Margin” means the applicable fee or margin amount set out in the following grid for the rating which corresponds to the rating received from Standard & Poor’s, Moody’s or DBRS (collectively, the “Rating Agencies”) and which is determined below:

The ratings set forth in the foregoing table are the ratings assigned by each of the Rating Agencies to the Borrower until such time as ratings are assigned to the Outstanding Senior Bonds after which time the ratings set forth on the foregoing table shall refer to the ratings assigned by each of the Rating Agencies to the Outstanding Senior Bonds. For purposes of this Agreement, if at any time the ratings assigned by the Rating Agencies fall within different rating categories in accordance with the above table, the applicable rating category for purposes of calculating the Applicable Margin shall be determined as follows:

Any increase or decrease in the applicable Bankers’ Acceptance Fee resulting from a change in the rating assigned by one or more Rating Agencies shall be calculated with reference to the new Applicable Margin and fee effective on and after the date on which such rating change is published, notwithstanding that any affected Bankers’ Acceptance or Discount Note may have been made or issued prior to such date. In the case of outstanding Bankers’ Acceptance or Discount Note, an appropriate adjustment shall be made to the fees already collected in respect thereof and the difference shall be paid by, or refunded to, the Borrower, as the case may be, within five (5) Business Days after notice by the Administrative Agent to the Borrower of the amount of the adjustment.

“BA Discount Proceeds” means, in respect of any Bankers’ Acceptance or Discount Note, an amount calculated on the applicable Borrowing Date which is (rounded to the nearest full cent, with one-half of one cent being rounded up) equal to the face amount of such Bankers’ Acceptance or Discount Note multiplied by the price, where the price is calculated by dividing one by the sum of one plus the product of (i) the BA Discount Rate applicable thereto expressed as a decimal fraction multiplied by (ii) a fraction, the numerator of which is the term of such Bankers’ Acceptance or Discount Note, as the case may be, and the denominator of which is three hundred and sixty-five (365), which calculated price will be rounded to the nearest multiple of 0.001%.

“BA Discount Rate” means, in respect of a Draft to be accepted by a Lender,

provided that if any such rate is less than zero, the BA Discount Rate will be deemed to be zero.

For the purposes of this definition, “reference amount” with respect to any Lender and any term of a Bankers’ Acceptance or a BA Equivalent Loan, means the amount of that Lender’s portion of the Loan being requested by the Borrower by way of a Bankers’ Acceptance or a BA Equivalent Loan for that term.

“BA Equivalent Loan” means a Loan made by a Non-Acceptance Lender evidenced by a Discount Note.

“BA Instruments” means, collectively, Bankers’ Acceptances, Drafts and BA Equivalent Loans, and, in the singular, any one of them.

“Bankers’ Acceptance” means a Draft drawn by the Borrower denominated in Canadian Dollars, for a term of one, two, three or six months or such other term as is readily acceptable, which term shall mature on a Business Day and on or before the applicable Maturity Date for an amount of Two Hundred and Fifty Thousand Canadian Dollars (Cdn.$250,000) or any whole multiple of Two Hundred and Fifty Thousand Canadian Dollars (Cdn.$250,000), the minimum aggregate amount of which included in any Borrowing shall be Two Hundred and Fifty Thousand Canadian Dollars (Cdn.$250,000), and accepted by a Lender pursuant to this Agreement.

“Bankers’ Acceptance Fee” means the fee payable on the face amount of each Bankers’ Acceptance or issuance of a Discount Note, as the case may be, calculated and payable in the manner provided for in Section 4.1.

“BMO” means The Bank of Montreal, its successors and permitted assigns.

“BNS” means The Bank of Nova Scotia, its successors and permitted assigns.

“Bond Delivery Agreement” means the bond delivery agreement dated as of April 27, 2020 among the parties hereto as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Borrower” means AltaLink, L.P., a limited partnership created and existing under the Partnership Act (Alberta) and its permitted successors and permitted assigns.

“Borrower’s Account” means an account for the Borrower designated by the Borrower and maintained for the Borrower at the Branch of Account, pursuant to an account operating agreement between the Borrower and BNS.

“Borrower’s Certificate of Compliance” means a certificate of the Borrower in the form of Schedule 1 and signed on behalf of the Borrower by any one of the President, Chief Executive Officer, the Chief Financial Officer, an Executive Vice President, a Vice President, the Secretary, the Treasurer or Vice President and Controller of the Borrower or any other senior officer of the General Partner so designated by a certificate signed by the Chairman or President of the General Partner and filed with the Administrative Agent for so long as such designation shall be in effect.

“Borrowing” means the aggregate Accommodation to be obtained by the Borrower from one or more of the Lenders on any Borrowing Date.

“Borrowing Date” means the Business Day specified in a Borrowing Notice on which a Lender is or Lenders are requested to provide Accommodation.

“Borrowing Notice” has the meaning set out in Section 2.4.

“Branch” means the Global Wholesale Services, 720 King Street West, 2^nd Floor, Toronto, Ontario M5V 2T3, or such other branch of the Administrative Agent in the City of Calgary as the Administrative Agent may from time to time designate in writing to the Borrower and the Lenders.

“Branch of Account” means the Calgary Commercial Banking Centre of the BNS situated at 240-8^th Avenue S.W., Calgary, Alberta, or such other branch of the BNS in the City of Calgary as BNS may from time to time designate in writing to the Borrower.

“Business Day” means any day (excluding Saturday, Sunday and any day which shall be a legal holiday in Calgary, Alberta and Toronto, Ontario) on which the Administrative Agent is open at the Branch for the conduct of regular banking business.

“Canadian Dollar” or “Cdn.$” means lawful money of Canada.

“Canadian Dollar Amount” means, at any time, in relation to any outstanding Accommodation:

“CDOR” means, on any day and in relation to a Loan, the arithmetical average of the percentage discount rates (expressed to 5 decimal places) for Canadian dollar bankers’ acceptances in comparable amounts having an identical issue and maturity date which is quoted on the “Reuters’ Screen CDOR Page” (as defined in the International Swaps and Derivatives Association, Inc. definitions, as modified and amended from time to time) for acceptances of Schedule I banks under the Bank Act (Canada) (or if such screen shall not be available any successor or similar service selected by the Administrative Agent) as at approximately 10:00 a.m. (Toronto, Ontario time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent in good faith after 10:00 a.m. (Toronto, Ontario time) or as soon thereafter as practicable to reflect any error in a posted rate of interest or in the posted average annual rate of interest). If neither such screen nor any successor or similar service is available, then “CDOR” shall mean, with respect to each Bankers’ Acceptance which is required to be accepted and purchased by a Lender hereunder on any Business Day, the percentage discount rate (expressed to 5 decimal places) determined by the Administrative Agent to be the average of the quoted discount rates at which Canadian dollar bankers’ acceptances in comparable amounts having an identical issue and maturity date are being bid for discount by a Schedule I Bank at approximately 10:00 a.m. (Toronto, Ontario time) or soon thereafter as practical on the day of the acceptance and purchase of the Bankers’ Acceptances hereunder. If any Lender does not furnish a timely quotation, the Administrative Agent shall determine the relevant BA Discount Rate on the basis of the quotation or quotations furnished by the remaining Lenders. Each determination of CDOR shall be conclusive and binding, absent manifest error, and be computed using any reasonable averaging and attribution method.

“Claim” shall have the meaning set out in Section 6.7.

“Co-Lead Arrangers and Co-Bookrunners” means BNS, RBC and BMO, and their successors and permitted assigns.

“Commitment” means in respect of each Lender from time to time, the covenant to make Advances to the Borrower of the Lender’s Proportionate Share of the Committed Amount and, where the context requires, the maximum amount of Advances which such Lender has covenanted to make, as recorded on the Register maintained by the Administrative Agent referred to in Subsection 12.15(c).

“Committed Amount” means the aggregate maximum authorized amount of Accommodation under the Credit Facility from time to time.

“Contract Period” means, in respect of any BA Instrument, the applicable term of such BA Instrument selected by the Borrower in the related Borrowing Notice.

“Contributing Lender” shall have the meaning set out in Subsection 12.3(b).

“Credit Documents” means the Pledged Bond, Trust Indenture, forms of Drafts, or agreements relating to Bankers’ Acceptances or Discount Notes required by any Lender and, when executed and delivered by the Borrower.

“Credit Facility” means the credit facility established by the Lenders in favour of the Borrower pursuant to Section 2.1.

“Defaulting Lender” shall have the meaning set out in Subsection 12.3(b).

“Demand Date” means any date that repayment of Accommodation or any other amount outstanding under this Agreement is demanded under Article 11.

“Depository Bill” means a depository bill, as such term is defined in the Depository Bills and Notes Act (Canada) (as such legislation may be amended, replaced or otherwise modified from time to time).

“Discount Note” or “Discount Notes” means a non-interest bearing promissory note denominated in Canadian Dollars issued by the Borrower to a Non-Acceptance Lender to evidence a BA Equivalent Loan.

“Draft” means at any time a blank bill of exchange, within the meaning of the Bills of Exchange Act (Canada), drawn by the Borrower on a Lender and bearing such distinguishing letters and numbers as such Lender may require, but which at such time has not been completed or accepted by such Lender.

“Effective Date” means April 27, 2020 or such later date as may be agreed upon by the parties.

“Environmental Adverse Effect” means one or more of the following in connection with an Environmental Matter:

“Environmental Liability” means any liability of the Borrower under any Environmental Laws or any other Applicable Laws for any adverse impact on the environment, health or safety, including the Release of a Hazardous Substance, and any liability for the costs of any clean-up, preventative or other remedial action including costs relating to studies undertaken or arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any Government Authority to prevent or minimize any actual or threatened Release by the Borrower of any Hazardous Substance.

“Environmental Matter” means any past, present or future activity, event or circumstance in respect of the environment, health or safety including the Release of any Hazardous Substance including any substance which is hazardous to Persons, animals, plants, or which has a detrimental effect on the soil, air or water, or the generation, treatment, storage, use, manufacture, holding, collection, processing, treatment, presence, transportation or disposal of any Hazardous Substances.

“Environmental Proceeding” means any judgment, action, proceeding or investigation pending before any court or Government Authority, including any environmental Government Authority, with respect to or threatened against or affecting the Borrower or relating to the assets or liabilities of the Borrower or any of their respective operations, in connection with any Environmental Laws, Environmental Matter or Environmental Liability.

“Event of Default” shall have the meaning specified in Section 11.1.

“GAAP” means generally accepted accounting principles in effect in Canada at the time any calculation or determination is made or required to be made in accordance with generally accepted accounting principles, applied in a consistent manner from period to period, including the accounting recommendations published in the CPA Canada Handbook.

“General Partner” means AltaLink Management Ltd.

“Governmental Approvals” means any authorization, order, permit, approval, grant, licence, consent, right, privilege, certificate or the like which may be issued or granted by law or by rule, regulation, policy or directive of any Government Authority now or hereafter required in connection with the use, management, maintenance and operation of the Business by the Borrower.

“IFRS” means International Financial Reporting Standards established by the International Accounting Standards Board.

“Lenders” means BNS, RBC and BMO and all other financial institutions from time to time that have become a Lender in accordance with this Agreement and “Lender” means any one of them.

“Loan” means the amount of Canadian Dollars advanced by a Lender or Lenders to the Borrower on any Borrowing Date pursuant to a Borrowing Notice.

“Majority Lenders” means, at any time, Lenders having, in the aggregate, Proportionate Shares of a minimum of 66.7% of the Committed Amount.

“Market Disruption Event” means:

“Material Adverse Effect” means a material adverse effect on the ability of the Borrower to perform its obligations under this Agreement or any of the other Credit Documents or on the validity or priority of any Security Interest held by the Administrative Agent, or an event which results in an Event of Default and includes an Environmental Adverse Effect which constitutes or results in any of the foregoing effects.

“Maturity Date” means April 27, 2021, as may be extended pursuant to Subsection 5.2(b).

“Non-Acceptance Lender” means a Lender which does not, as part of the ordinary course of its business accept Bankers’ Acceptances.

“Notice of Extension” shall have the meaning specified in Section 5.2.

“Permitted JA Subsidiary” means a subsidiary of the Borrower formed for the sole purpose of facilitating the participation by the Borrower in a Permitted Joint Arrangement and “Permitted JA Subsidiaries” means one or more Permitted JA Subsidiary.

“Permitted Joint Arrangements” means one or more arrangements with other parties related to the development or operating projects for the transmission of electricity in Canada (including the bidding process thereto) and “Permitted Joint Arrangement” means any one of the Permitted Joint Arrangements.

“Pledged Bond” means the Three Hundred Million Canadian Dollars (Cdn.$300,000,000) Series 22 Bond of the Borrower issued and certified under the Trust Indenture.

“Prime Rate” means the rate per annum publicly declared by the Administrative Agent from time to time as its prime reference rate of interest for Canadian Dollar commercial loans made in Canada.

“Prime Rate Loan” means any Loan in Canadian Dollars with respect to which interest is calculated under this Agreement for the time being on the basis of the Prime Rate.

“Proportionate Share” means the percentage of the Committed Amount which a Lender has agreed to advance pursuant to the Credit Facility, as set out in Schedule 5, which percentage shall be amended and distributed to all parties by the Administrative Agent from time to time as other Persons become Lenders.

“RBC” means Royal Bank of Canada, its successors and permitted assigns.

“Schedule 1 Bank” means a bank listed on Schedule 1 under the Bank Act (Canada).

“Schedule 2 Bank” means a bank listed on Schedule 2 under the Bank Act (Canada).

“Screen Rate” has the meaning specified in Section 2.11.

“Successor Rate” has the meaning specified in Section 2.11.

“Trust Indenture” means the amended and restated trust indenture made as of the 28^th day of April, 2003 between the Borrower, the General Partner and BNY Trust Company of Canada, as trustee, as supplemented by Supplemental Indentures each dated April 29, 2002, May 10, 2002, October 1, 2002, April 28, 2003, June 5, 2003, December 8, 2003, December 15, 2005 and May 9, 2006, May 21, 2008, December 18, 2009, August 18, 2010, December 17, 2010, September 1, 2011, June 29, 2012, November 15, 2012, May 22, 2013, October 24, 2014, June 30, 2015, December 14, 2018 and April 27, 2020 as such amended and restated trust indenture may be further amended and supplemented from time to time.

“Twenty-Second Supplemental Indenture” means the Twenty-Second Supplemental Indenture between the Borrower, the General Partner and the Trustee dated as of April 27, 2020 pursuant to which the Borrower shall issue the Pledged Bond, as such indenture may be amended, supplemented, restated or otherwise modified from time to time.

“Undisbursed Credit” means, at any time, the excess, if any, of the limit of the Credit Facility then in effect over the Canadian Dollar Amount of all Accommodations then outstanding under the Credit Facility.

“Upfront Fee” has the meaning set out in Section 4.4.

The terms “Article”, “Section”, “Subsection” or “Paragraph” followed by a number refer to the specified Article, Section, Subsection or Paragraph of this Agreement unless otherwise expressly stated or the context otherwise requires.

The Article or Section or other headings contained in this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the provisions of this Agreement.

Words importing the singular number only shall include the plural and vice versa where the context requires. The word “include” and derivatives thereof means “include without limitation”.

Unless otherwise expressly stated, any reference herein to a time shall mean local time in Calgary, Alberta.

This Agreement and the Credit Documents shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

Unless otherwise specified herein, or the context otherwise requires, all statements of or references to dollar amounts in this Agreement and the Credit Documents shall mean Canadian Dollars.

Unless otherwise specified, all accounting terms used herein or in any other Credit Documents shall be interpreted in accordance with GAAP as now or hereafter adopted by (a) prior to January 1, 2011, the Canadian Institute of Chartered Accountants or any successor thereto; and (b) on and after January 1, 2011, IFRS, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles, consistently applied. In the event of a change in GAAP or following the adoption of IFRS, the Borrower and the Administrative Agent (with the approval of the Lenders) shall negotiate in good faith to revise (if appropriate) the financial ratios and financial covenants contained in this Agreement, such ratios and covenants to reflect GAAP as then in effect, in which case all calculations thereafter made for the purpose of determining compliance with such ratios and covenants shall be made on a basis consistent with GAAP in existence as at the date of such revisions. If the Borrower and the Administrative Agent cannot agree upon the required amendments immediately prior to the date of implementation of any accounting policy change, then all calculations of financial covenant, financial covenant thresholds or terms used in this Agreement or any other Credit Document shall be prepared and delivered on the basis of accounting policies of the Borrower as at the date hereof without reflecting such accounting policy change.

The following are the Schedules attached to and forming part of this Agreement:

Subject to and upon the terms and conditions set forth in this Agreement, the Lenders hereby establish in favour of the Borrower a revolving credit facility to be used for working capital needs of the Borrower and the General Partner and their Subsidiaries, and for general corporate purposes (excluding any hostile acquisition) by way of Prime Rate Loans, Bankers’ Acceptances and Discount Notes and the aggregate Canadian Dollar Amount of all of the above outstanding at any time under this Credit Facility shall not exceed One Hundred Million Canadian Dollars (Cdn.$ 100,000,000).

Subject to the provisions of Article 5, the Borrower may, at any time, by giving not less than two (2) Business Days’ prior written notice of cancellation to the Administrative Agent, cancel all or any part of the Undisbursed Credit as designated by the Borrower without penalty, provided that, if it is a part only, the minimum amount cancelled is One Million Canadian Dollars (Cdn.$1,000,000) or any multiples of One Million Canadian Dollars (Cdn.$1,000,000) in excess thereof. Effective on the date of cancellation set out in the applicable notice of cancellation, the Credit Facility shall be permanently reduced by the amount of Canadian Dollars stated in the notice of cancellation.

Whenever the Borrower desires to obtain a Borrowing, it shall give to the Administrative Agent prior written notice in the form attached as Schedule 2(A), (B) or (C) as applicable (a “Borrowing Notice”), specifying, as applicable:

The Borrowing Notice shall be given to the relevant party entitled to receive same not later than 12:00 p.m. (Toronto, Ontario time):

Any Borrowing Notice received by the Administrative Agent on any Business Day after 12:00 p.m. (Toronto, Ontario time) shall be deemed to have been given to such party on the next succeeding Business Day.

The Administrative Agent is hereby authorized to open and maintain books of account and other books and records evidencing all Bankers’ Acceptances and Discount Notes accepted and cancelled and all Loans advanced and repaid and all other amounts from time to time owing by the Borrower to the Lenders under this Agreement including interest, acceptance and standby and other fees, and to enter into such books and records details of all amounts from time to time owing, paid or repaid by the Borrower under this Agreement. The Borrower acknowledges, confirms and agrees with the Administrative Agent that all such books and records kept by the Administrative Agent will constitute prima facie evidence of the balance owing by the Borrower under this Agreement; provided, however, that the failure to make any entry or recording in such books and records shall not limit or otherwise affect the obligations of the Borrower under this Agreement. Notwithstanding the foregoing, each Lender is responsible for maintaining its own records as to Advances made by it, and in the event of any inconsistency between such Lender’s and the Administrative Agent’s records, the Administrative Agent’s records shall govern, absent manifest error.

Drafts drawn by the Borrower to be accepted as Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the Borrower or by its attorneys. Notwithstanding that any Person whose signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for the Borrower at the time of issuance of a Bankers’ Acceptance; that signature shall nevertheless be valid and sufficient for all purposes as if the authority had remained in force at the time of issuance and any Bankers’ Acceptance so signed shall be binding on the Borrower. Upon tender of each Draft the Borrower shall pay to the Lender the fee specified in Section 4.1 with respect to such Draft.

For clarity, Section 2.7 shall apply to Discount Notes, mutatis mutandis.

In accordance with the procedures set forth in Paragraph 2.7(c)(iii), unless the Borrower requests the Lenders not to purchase the subject Bankers’ Acceptances, the Administrative Agent will make BA Discount Proceeds received by it from the Lenders available to the Borrower on the Borrowing Date by crediting the Borrower’s Account with such amount.

shall be funded and paid by the Borrower from its own resources, by 12:00 p.m. (Toronto, Ontario time) on the day of the Borrowing or may be advanced as a Prime Rate Loan if the Borrower is otherwise entitled to such Accommodation and the Administrative Agent will apply such Prime Rate Loan to discharge the obligations of the Borrower under such Bankers’ Acceptance. Any such Prime Rate Loan so made shall be subject to the terms and provisions of this Agreement, including payment of interest at the rates specified in Section 3.1.

The responsibility of the Administrative Agent and the Lenders in respect of the safekeeping of Drafts, Bankers’ Acceptances, Discount Notes and other bills of exchange which are delivered to any of them hereunder shall be limited to the exercise of the same degree of care which such party gives to its own property, provided that such party shall not be deemed to be an insurer thereof.

The Administrative Agent will promptly provide to the Borrower and third parties at the request of the Borrower a certificate as to the Canadian Dollar Amount of Accommodations outstanding from time to time under this Agreement, and giving such other particulars in respect of the Indebtedness as the Borrower may reasonably request.

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the CDOR rate with an alternate benchmark rate selected by the Administrative Agent and the Borrower (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar multi-currency syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes, and any such amendment shall become effective at 5:00 p.m., Toronto time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that the Majority Lenders do not accept such amendment.

Each Prime Rate Loan shall bear interest (both before and after demand, maturity, default and, to the extent permitted by law, judgment, with interest on overdue interest at the same rate) from and including the Borrowing Date for such Loan to, but not including, the date of repayment of such Loan on the unpaid principal amount of such Loan at a nominal rate per annum equal to the Prime Rate plus the Applicable Margin, which shall, in each case, change automatically without notice to the Borrower as and when: (i) the Prime Rate shall change so that at all times the rates set forth above shall be the Prime Rate then in effect; and (ii) the Applicable Margin shall change so that at all times the Applicable Margin shall be computed on the basis of the actual rating of the Borrower then in effect. Interest on each Prime Rate Loan shall be computed on the basis of the actual number of days elapsed divided by 365 or 366, as applicable. Interest in respect of outstanding Prime Rate Loans shall be payable monthly in arrears on the first Business Day of each month; provided, however, that interest on overdue interest shall be payable on demand.

The Borrower will on demand pay interest to the Administrative Agent on all amounts (other than as provided in Section 3.1) payable by the Borrower pursuant to this Agreement that are not paid when due at the Prime Rate plus the Applicable Margin plus 2% per annum, in the case of amounts payable in Canadian Dollars, calculated daily and compounded monthly from the date of payment until paid in full (both before and after demand, maturity, default and, to the extent permitted by law, judgment), with interest on overdue interest at the same rate.

The Borrower shall pay interest on all amounts payable hereunder at the rate specified herein or, if no rate is specified, at the Prime Rate plus the Applicable Margin calculated daily and compounded monthly, from the date due until paid in full (both before and after demand, maturity, default and, to the extent permitted by law, judgment).

For the purpose of the Interest Act (Canada), and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis other than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used, multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days used in the basis of such determination.

The Borrower and the General Partner acknowledge and confirm that this Section 3.4 satisfies the requirements of Section 4 of the Interest Act (Canada) to the extent it applies to the expression or statement of any interest payable under this Agreement and that each of the Borrower and the General Partner is able to calculate the yearly rate or percentage of interest payable under this Agreement based upon the methodology set out in this Section 3.4. The Borrower and the General Partner each agree not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to this Agreement, that the interest payable hereunder and the calculation of interest herein have not been adequately disclosed to them, whether pursuant to Section 4 of the Interest Act (Canada) or any other Applicable Law or legal principle.

For the purpose of the Interest Act (Canada), the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement and the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

It is the intent of the parties hereto that the return to the Lenders pursuant to this Agreement shall not exceed the maximum return permitted under the laws of Canada and if the return to the Lenders would, but for this provision, exceed the maximum return permitted under the laws of Canada, the return to the Lenders shall be limited to the maximum return permitted under the laws of Canada and this Agreement shall automatically be modified without the necessity of any further act or deed to give effect to the restriction on return set forth above.

If a Market Disruption Event occurs with respect to Requisite Disruption Lenders and such Requisite Disruption Lenders, the Administrative Agent or the Borrower so requires, such Requisite Disruption Lenders, the Borrower and the Administrative Agent shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing on a substitute basis for determining the rate of interest applicable in respect of such Requisite Disruption Lenders. Any alternative basis agreed pursuant to this Subsection 3.7(b) for such Requisite Disruption Lenders shall be binding on all such parties, it being agreed that such alternative basis shall apply only to such Requisite Disruption Lenders. In the absence of such agreement, the rate of interest applicable to any such Lender shall be the rate provided for above in this Subsection 3.7(b). If a Market Disruption Event occurs with respect to Requisite Disruption Lenders at any time, the Borrower may request that any outstanding notice of drawdown by way of, or rollover of Bankers’ Acceptance be deemed to be a request for a drawdown of, or conversion to, a Prime Rate Loan and that any outstanding notice of conversion to convert a Prime Rate Loan into a Bankers’ Acceptance shall be cancelled.

Upon the acceptance of any Draft pursuant to this Agreement, the Borrower will pay to the Administrative Agent for the account of the relevant Lenders an acceptance fee in Canadian Dollars calculated on the face amount and the term of such Draft, in accordance with the Applicable Margin in effect on the date of acceptance. The acceptance fees payable by the Borrower shall be calculated on the face amount of the Bankers’ Acceptance or the principal amount of a Discount Note, and shall be calculated on the basis of the number of days in the term of such Bankers’ Acceptance or Discount Note, as the case may be.

The Borrower shall pay to the Administrative Agent a standby fee in Canadian Dollars so long as the Administrative Agent has not demanded or the Lenders have not ceased to make further advances under Section 11.2, calculated in accordance with the Applicable Margin on the amount of the Undisbursed Credit in existence during the period of calculation and as adjusted automatically upon any change thereof. Accrued standby fees shall be calculated quarterly and be due and payable quarterly in arrears on the first Business Day after the end of each quarter of each Fiscal Year of the Borrower.

The fees payable under Sections 4.1 and 4.2 with respect to any period shall be calculated on the basis of the actual number of days in such period divided by three hundred and sixty-five (365) days or three hundred and sixty-six (366) days, as the case may be.

The Borrower shall pay to the Administrative Agent, for each of the Lenders’ respective accounts a non-refundable upfront fee in an amount equal to 10 basis points of each Lender’s respective Commitment, representing an aggregate upfront fee in an amount equal to $100,000.00 (the “Upfront Fee”), which will be earned and fully payable on the date of execution of this Agreement. For certainty, the Upfront Fee is in addition to and not in substitution of any other fees that may be payable by the Borrower to the Administrative Agent and the Lenders from time to time pursuant to this Agreement or any Credit Document. The Borrower agrees that the Upfront Fee or any part thereof shall not be refundable under any circumstances. The Upfront Fee shall be paid in immediately available funds and shall be in addition to the reimbursement of the Administrative Agent’s and Lenders’ reasonable out-of-pocket expenses and reasonable and documented fees, charges and disbursements of legal counsel pursuant to Section 13.1.

5.2    Repayment on Maturity Date and Extension

In addition to the other repayment rights, obligations or options set forth in this Article, if the aggregate Canadian Dollar Amount of all Accommodations outstanding under the Credit Facility at any time exceeds the then limit of the Credit Facility, the Borrower shall immediately upon request of the Administrative Agent repay such excess.

Notwithstanding any other provision of this Agreement, if the making or continuation of any Accommodation shall have been made unlawful or prohibited due to compliance by any of the Administrative Agent and the Lenders in good faith with any change made after the date hereof in any law or governmental rule, regulation, guideline or order, or in any interpretation or application of any law or governmental rule, regulation, guideline or order by any competent authority, or with any request or directive (whether or not having the force of law) by any central bank, reserve board, superintendent of financial institutions or other comparable authority made after the date hereof, then the Administrative Agent will give notice thereof to the Borrower which shall repay such Accommodation within a reasonable period or such shorter period as may be required by law. During the continuation of any such event the Lenders will have no obligation under this Agreement to make or continue any Accommodations affected thereby.

Unless otherwise provided herein, whenever any payment to be made under this Agreement shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and interest or fees shall be payable at the appropriate rate during such extension.

Unless otherwise provided herein, all payments made by the Borrower to the Administrative Agent under this Agreement will be made not later than 2:00 p.m. (Toronto, Ontario time) on the date when due, and all such payments will be made in immediately available funds. Any amounts received after that time shall be deemed to have been received by the Administrative Agent on the next Business Day.

All payments by the Borrower under this Agreement shall be made without set-off or counterclaim or other deduction and without regard to any equities between the Borrower and the Administrative Agent or any of the Lenders or any other Person and free and clear of, and without reduction for or on account of, any present or future levies, imposts, duties, charges, fees, deductions or other withholdings, and if the Borrower is required by law to withhold any amount, then the Borrower will increase the amount of such payment to an amount which will ensure that the Administrative Agent receives the full amount of the original payment.

The Administrative Agent may debit any accounts of the Borrower with the Administrative Agent for any payment or amount due and payable by the Borrower pursuant to this Agreement without further direction from the Borrower to the Administrative Agent; provided that any such debit is not in conflict with the provisions of the Trust Indenture but in any event such debits may be made in accordance with the Administrative Agent’s centralized cash management arrangements with the Borrower.

Accommodations shall be repaid by the Borrower to the Administrative Agent or a Lender as required under this Agreement in the currency in which such Accommodation was obtained. Any payment on account of an amount payable under this Agreement in a particular currency (the “Proper Currency”) required by any authority having jurisdiction to be made (or which a Lender elects to accept) in a currency (the “Other Currency”) other than the Proper Currency, whether pursuant to a judgment or order of any court or tribunal or otherwise, shall constitute a discharge of the Borrower’s obligations under this Agreement only to the extent of the amount of the Proper Currency which each applicable Lender is able, as soon as practicable after receipt by it of such payment, to purchase with the amount of the Other Currency so received. If the amount of the Proper Currency which a Lender is so able to purchase is less than the amount of the Proper Currency originally due to it, the Borrower shall indemnify and hold such Lender harmless from and against all losses, costs, damages or expenses which such Lender may sustain, pay or incur as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from any other obligation contained in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lenders from time to time, shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or under any judgment or order and shall not merge in any order of foreclosure made in respect of any of the security given by the Borrower to or for the benefit of any Lender.

If after the date of this Agreement any change in any law, regulation, treaty, directive, reserve or special deposit requirement or in the interpretation or application thereof by any court or administrative or governmental authority charged with the administration thereof, or compliance by a Lender with any request or directive (whether or not having the force of law) by any central bank, reserve board, superintendent of financial institutions, fiscal, monetary or other comparable authority shall:

and the result of any of the foregoing is to impose or increase the cost to the Lender of making or maintaining any part of the Credit Facility or any Accommodations or to reduce any amount receivable by the Lender under this Agreement with respect thereto, then, in any such case, the

Borrower shall pay to the Administrative Agent for the account of the relevant Lender within thirty (30) days after the date of demand by the Administrative Agent such additional amounts necessary to fully compensate the Lender for such additional cost or reduced amount receivable. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, the Administrative Agent shall promptly upon receipt of particulars from the relevant Lender notify the Borrower of the event by reason of which the Lender has become so entitled and provide the Borrower with an explanation of the manner in which the liability of the Borrower under this Section has been determined. A certificate of the Lender as to any such additional amounts payable to it shall be prima facie evidence of the amount due. The Borrower shall have no obligation under this Section if any increase is due to the action of or change of status of any Lender.

The Borrower shall indemnify the Administrative Agent and the Lenders and their directors, officers, employees, attorneys and agents against and hold each of them harmless from any loss, liabilities, damages, claims, costs and expenses (including fees and expenses of counsel to the Administrative Agent and the Lenders on a solicitor and his own client basis and reasonable fees and expenses of all independent consultants) (each a “Claim”) suffered or incurred by any of them arising out of, resulting from or in any manner connected with or related to:

The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to any of the Administrative Agent and the Lenders at common law or otherwise and this Section and Section 6.3 shall survive the repayment of the Accommodations and the termination of this Agreement. A certificate of the Lender as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.

If the Credit Facility is terminated at any time prior to the maturity date of any Bankers’ Acceptance or Discount Note issued hereunder, the Borrower shall pay to the Lenders, on demand, an amount with respect to each such Bankers’ Acceptance or Discount Note equal to the total amounts which would be required to purchase in the Canadian Dollars market, as of 10:00 a.m. (Toronto, Ontario time) on the date of payment of such demand, Government of Canada treasury bills in an aggregate amount equal to the face amount of such Bankers’ Acceptance and Discount Note and having in each case a term to maturity similar to the period from such demand to maturity of such Bankers’ Acceptance or Discount Note. Upon payment by the Borrower as required under this Section, the Borrower shall have no further liability in respect of each such Bankers’ Acceptance or Discount Note and the Lenders shall be entitled to all of the benefits of, and be responsible for all payments to third parties under such Bankers’ Acceptance or Discount Note, and the Lenders shall indemnify and hold harmless the Borrower in respect of all amounts which the Borrower may be required to pay under each such Bankers’ Acceptance or Discount Note to any party other than the Lenders.

Notwithstanding any other item or condition of this Agreement, if the Borrower becomes obligated in respect of a Lender to pay any additional amounts as provided in Section 6.6 and such additional payments are of a permanent nature, then the Borrower may, at its option, upon thirty (30) Business Days notice to the Administrative Agent and that Lender (which notice shall be irrevocable):

As general and continuing security for the due payment and performance of all present and future indebtedness, liabilities and obligations of the Borrower to the Administrative Agent and to the Lenders under this Agreement, the Borrower shall provide to the Administrative Agent on behalf of the Lenders a pledge of the Pledged Bond, such pledge to be pursuant to the Bond Delivery Agreement. The parties hereby confirm that all present and future indebtedness, liabilities and obligations of the Borrower to the Administrative Agent and the Lenders under this Agreement and the other Credit Documents shall constitute “Obligations” for the purposes of the Twenty-Second Supplemental Indenture and shall be subject to the Pledged Bond.

To induce the Lenders to make Accommodations available to the Borrower, each of the Borrower and the General Partner, in its personal capacity, represents and warrants to the Administrative Agent and the Lenders that the following are true and correct in all material respects:

All representations and warranties contained in this Agreement, the Credit Documents and any certificate or document delivered pursuant hereto shall survive the execution and delivery of this Agreement and the Credit Documents, the advance of each Accommodation and exercise of any remedies under this Agreement or under any of the Credit Documents, notwithstanding any investigation made at any time by or on behalf of the Administrative Agent or the Lenders.

The Borrower covenants and agrees that so long as any Accommodation is outstanding or the Borrower is entitled to obtain any Accommodation under the Credit Facility, the Borrower will comply with all of the covenants, both positive and negative, contained in the Trust Indenture which are hereby incorporated by reference into this Agreement. Non-compliance by the Borrower with any of these covenants cannot be waived by the Lenders other than in accordance with Subsection 12.8(c).

The Borrower covenants and agrees that, so long as any Accommodation is outstanding or the Borrower is entitled to obtain any Accommodation under the Credit Facility:

The effectiveness of this Agreement is subject to the condition precedent that the Administrative Agent and each Lender shall be satisfied with, or the Borrower shall have delivered to the Administrative Agent, as the case may be, on or before the Effective Date, the following in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender:

The Lenders shall not be obliged to make available any portion of any Borrowing, or to give effect to any conversion or rollover, unless each of the following conditions is satisfied:

The Lenders may, at their option, waive any condition precedent set out in Section 10.1 or 10.2 or make available any Borrowing prior to such condition precedent being fulfilled. Any such Borrowing shall be deemed to be made pursuant to the terms hereof. Any such waiver shall not be effective unless it is in writing and shall not operate to excuse the Borrower from full and complete compliance with this Article 10 or any other provision hereof on future occasions.

Any of the following events shall constitute an “Event of Default” hereunder:

Upon the occurrence of any Default or Event of Default, and at any time thereafter if the Default or Event of Default shall then be continuing, the Lenders in their sole discretion may direct the Administrative Agent to give notice to the Borrower that no further Accommodation will be available hereunder while the Default or Event of Default continues, whereupon the Lenders shall not be obliged to provide any further Borrowings to the Borrower while the Default or Event of Default continues. Upon the occurrence of any Event of Default, and at any time thereafter if the Event of Default shall then be continuing, the Lenders in their sole discretion, and the Administrative Agent acting on their behalf, may take any or all of the following actions:

The rights and remedies of the Lenders and the Administrative Agent under this Agreement and the Credit Documents are cumulative.

The Lenders, and the Administrative Agent on behalf of the Lenders as between the Lenders and the Borrower, may from time to time when an Event of Default has occurred and is continuing appropriate any monies received from the Borrower in or toward payment of such of the obligations of the Borrower hereunder as the Lenders in their sole discretion may see fit.

The taking of any action or dealing whatsoever by the Lender or the Administrative Agent in respect of the Borrower or any security shall not operate as a merger of any of the obligations of the Borrower to the Lenders or the Administrative Agent or in any way suspend payment or affect or prejudice the rights, remedies and powers, legal or equitable, which the Lenders or the Administrative Agent may have under Section 11.3 in connection with such obligations.

No delay on the part of the Lenders or the Administrative Agent in exercising any right or privilege hereunder shall operate as a waiver thereof. No Default or Event of Default shall be waived except by a written waiver in accordance with Section 13.10. Each written waiver shall apply only to the Default or Event of Default to which it is expressed to apply. No written waiver shall preclude the subsequent exercise by the Lenders or the Administrative Agent of any right, power or privilege hereunder or extend to or apply to any other Default or Event of Default.

Each of the Administrative Agent and any Lender with whom the Borrower maintains any account or accounts shall enter into an agreement with the Trustee, in form and substance satisfactory to the Trustee, pursuant to which the Administrative Agent or such Lender, as applicable, confirms to the Trustee that:

provided that none of the foregoing shall apply to rights of set-off exercised by the Administrative Agent in the ordinary course of the operation of the Administrative Agent’s centralized cash management system with the Borrower.

Upon the occurrence of an Event of Default and a demand by the Administrative Agent for payment pursuant to Section 11.3, the Administrative Agent and each Lender is hereby authorized by the Borrower at any time and from time to time with notice to the Borrower to combine, consolidate and merge on behalf of the Trustee for the benefit of the Bondholders (as defined in the Trust Indenture) all or any of the Borrower’s Accounts with liabilities to the Administrative Agent or such Lender and to set-off, appropriate and apply on behalf of the Trustee for the benefit of such bondholders or to otherwise seize and remit to the Trustee any and all deposits by or for the benefit of the Borrower with any branch of the Administrative Agent or such Lender, general or special, matured or unmatured, and any other indebtedness and liability of the Administrative Agent or such Lender to the Borrower, matured or unmatured, against and on account of the indebtedness of the Borrower hereunder when due, notwithstanding that the balances of such accounts, deposits or indebtedness may or may not be expressed in the same currency.

Each Lender hereby appoints BNS as Administrative Agent and BNS hereby accepts such appointment. The appointment may only be terminated as expressly provided in this Agreement. Each Lender hereby authorizes the Administrative Agent to take all action on its behalf and to exercise such powers and perform such duties under this Agreement as are expressly delegated to the Administrative Agent by its terms, together with all powers reasonably incidental thereto. Except as expressly specified in this Agreement, the Administrative Agent shall have only those duties and responsibilities of a solely mechanical and administrative nature that are expressly delegated to the Administrative Agent by this Agreement or are reasonably incidental thereto. The Administrative Agent may perform such duties by or through its agents or employees, but shall not by reason of this Agreement have a fiduciary duty in respect of any Lender. As to any matters not expressly provided for by this Agreement, the Administrative Agent is not required to exercise any discretion or to take any action, but is required to act or to refrain from acting (and is fully protected in so acting or refraining from acting) upon the instructions of the Lenders or the Majority Lenders, as the case may be. Those instructions shall be binding upon all Lenders, but the Administrative Agent is not required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or Applicable Laws.

The Administrative Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Document. The Administrative Agent assumes no responsibility for the financial condition of the Borrower, or for the performance of its obligations under this Agreement or any other Credit Document. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Borrower to the Administrative Agent on behalf of the Lenders. The Administrative Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of any credit hereunder or (unless the officers or employees of the Lender acting as Administrative Agent active in their capacity as officers or employees on the Borrower’s accounts have actual knowledge thereof, or have been notified thereof in writing by the Borrower or a Lender) of the existence or possible existence of any Default or Event of Default. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with the Agreement, whether in the good faith exercise of any discretion expressly granted to the Administrative Agent or otherwise, except for actions or omissions arising from its or their own negligence or wilful misconduct. With respect to its Commitment, the Lender acting as Administrative Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Administrative Agent hereunder.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Unless otherwise expressly provided in this Agreement as among the Lenders, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Administrative Agent and shall be distributed by the Administrative Agent to the Lenders as soon as possible upon receipt by the Administrative Agent. Subject to any other provision of this Agreement concerning the distribution of payments, the Administrative Agent shall cause distribution of:

Subject to Section 12.6, if the Administrative Agent does not distribute a Lender’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Administrative Agent, the Administrative Agent shall pay to the Lender on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the Lender’s share of the amount received by the Administrative Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Administrative Agent to but excluding the date on which the payment is made by the Administrative Agent to such Lender and the denominator of which is three hundred and sixty-five (365).

The Lenders agree among themselves that, except as otherwise provided for in this Agreement, all sums received by a Lender relating to this Agreement whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-action or otherwise, shall be shared by each Lender so that the ultimate exposure of each Lender is in accordance with its Advanced Share of all Advances under this Credit Facility, and each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section, including without limitation, the purchase from other Lenders of their proportionate interest in the Borrowings by the Lender who has received an amount in excess of its Proportionate Share of amounts advanced under this Credit Facility as shall be necessary to cause such purchasing Lender to share the excess amount rateably with the other Lenders to the extent of their Advanced Share of any Advances under this Credit Facility. If any Lender shall obtain any payment of moneys due under this Agreement as referred to above, it shall forthwith remit such payment to the Administrative Agent and, upon receipt, the Administrative Agent shall distribute such payment in accordance with the provisions of Section 12.6.

Each of the Lenders hereby acknowledges that to the extent permitted by Applicable Laws, the remedies provided under the Credit Documents to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under any security are to be exercised not severally, but by the Administrative Agent upon the decision of the Majority Lenders or Lenders as required by this Agreement. Accordingly, notwithstanding any of the provisions contained herein, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder including, without limitation, any declaration of default hereunder or thereunder but that any such action shall be taken only by the Administrative Agent with the prior written agreement of the Majority Lenders. Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given by the Majority Lenders, it shall co-operate fully with the Administrative Agent to the extent requested by the Administrative Agent.

Subject to the appointment and acceptance of a Successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Lenders and the Borrower and may be removed at any time by all Lenders other than the Lender that is acting as Administrative Agent, upon thirty (30) days’ written notice of termination. Upon receipt of notice by the Lenders of the resignation of the Administrative Agent, or upon giving notice of termination to the Administrative Agent, the Majority Lenders (taking into account the Proportionate Share of the resigning or terminated Administrative Agent) may, within twenty-one (21) days and with the approval of the Borrower, such approval not to be unreasonably withheld or delayed, appoint a successor from among the Lenders or, if no Lender is willing to accept such an appointment, from among other financial institutions which each have combined capital and reserves in excess of Two Hundred and Fifty Million Canadian Dollars (Cdn.$250,000,000), and which have offices in Toronto, Ontario (the “Successor Administrative Agent”). If no Successor Administrative Agent has been so appointed and has accepted such appointment within twenty-one (21) days after the retiring Administrative Agent’s giving of notice of resignation or receiving of notice of termination, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a Successor Administrative Agent in accordance herewith. Upon the acceptance of any appointment as Administrative Agent hereunder by a Successor Administrative Agent, the retiring Administrative Agent shall pay the Successor Administrative Agent any unearned portion of any fee paid to the Administrative Agent for acting as such, and the Successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its further duties and obligations as Administrative Agent under this Agreement and the other Credit Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article shall continue to enure to its benefit and be binding upon it as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder.

Except for the provisions of Subsections 12.8(e), 12.10(b), Sections 12.11, 12.12, 12.14, 12.15 and 12.16, the provisions of this Article relating to the rights and obligations of the Lenders and the Administrative Agent shall be operative as between the Lenders and the Administrative Agent only, and the Borrower shall not have any rights or obligations under or be entitled to rely for any purpose upon such provisions.

A Lender may:

with the prior consent of the Borrower and the Administrative Agent, which consent may be withheld by any such party in its sole discretion. Any such Participant or Assignee may grant further Participation to other Participants or make further assignments to other Assignees; with the prior consent of the Borrower and the Administrative Agent, which consent may be withheld by any such party in its sole discretion. Notwithstanding the foregoing, no grant to a Participant or Assignment to an Assignee shall require the consent of the Borrower at a time when any Event of Default has occurred and is continuing.

Each Lender may (subject to the provisions of Section 12.14) grant Participation to one or more financial institutions in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment), but the Participant shall not become a Lender and:

The Borrower shall, whether or not any or all of the transactions hereby contemplated shall be consummated, pay all reasonable costs and expenses of the Administrative Agent and the Lenders, including the reasonable and documented fees, charges and disbursements of its legal counsel, in connection with the preparation, execution, delivery, registration granting or obtaining of consents or approvals or the exercise of any discretion under this Agreement, the Credit Documents and all related documentation and the amendment and enforcement of, and the preservation of any of the Administrative Agent’s and Lender’s rights under, this Agreement, the Credit Documents and all related documentation, provided that any legal counsel retained will represent both the Administrative Agent and the Lenders and no costs or expenses for legal counsel incurred by any Lender individually shall be payable pursuant to this Section 13.1.

The Borrower shall, from time to time forthwith upon reasonable request by the Administrative Agent do, make and execute all such documents, acts, matters and things as may be required by the Administrative Agent to give effect to this Agreement and any of the Credit Documents.

Any notice or communication to be given hereunder may be effectively given by delivering the same to the addresses hereafter set forth or by sending the same by facsimile to the numbers hereafter set forth. Any notice so delivered shall be deemed to have been received on the date delivered and any facsimile notice shall be deemed to have been received on transmission, if in either case the date thereof is a Business Day and if it is prior to 4:00 p.m. (Toronto, Ontario time) and, if not, on the next Business Day following delivery or transmission. The addresses for delivery and numbers for facsimiles of the parties for the purposes hereof shall be as set forth on the execution pages of this Agreement. Any party may from time to time notify the other party, in accordance with the provisions hereof, of any change of its address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of such party for all purposes of this Agreement.

If to the Administrative Agent and/or Co-Lead Arranger and Co-Bookrunner:

The Bank of Nova Scotia

Corporate Banking - Power & Utilities, Global Banking and Markets

40 King Street West, Scotia Plaza, 62nd Floor

Toronto, Ontario M5W 2X6

Attention: Director

Facsimile ###-###-####

Telephone: (416) 866-6911

Email Address: ***@***

with a copy to:

The Bank of Nova Scotia

Corporate Banking - Loan Syndications

40 King Street West, Scotia Plaza, 62nd Floor

Toronto, Ontario M5W 2X6

Attention: Managing Director and Unit Head

Facsimile:      (416) 866-3329

Email Address: ***@***

If to the Co-Lead Arrangers and Co-Bookrunners:

If to the Lenders:

The Bank of Nova Scotia

Corporate Banking - Power & Utilities, Global Banking and Markets

40 King Street West, Scotia Plaza, 62nd Floor

Toronto, Ontario M5W 2X6

Attention: Director

Facsimile ###-###-####

Telephone: (416) 866-6911

Email Address: ***@***

with a copy to:

The Bank of Nova Scotia

Corporate Banking - Loan Syndications

40 King Street West, Scotia Plaza, 62nd Floor

Toronto, Ontario M5W 2X6

Attention: Managing Director and Unit Head

Facsimile:      (416) 866-3329

Email Address: ***@***

 

If to the Borrower and/or the General Partner:

with a copy to:

All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the Credit Documents and the obtaining of Accommodations.

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder other than as provided under Article 12.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof and any such prohibitions or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

This Agreement, the Credit Documents and all documentation contemplated herein constitute the entire agreement among the parties relating to the subject matter hereof except for any fee agreements between the Borrower and the Administrative Agent.

Notwithstanding any contrary provision contained in the Credit Documents, in the event of any conflict or inconsistency between any of the provisions in this Agreement and any of the provisions in the Credit Documents, as against the parties hereto and their respective successors and permitted assigns the provisions in this Agreement shall prevail.

13.9    Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be considered to be an original, and which together shall constitute one and the same document.

No amendment or waiver of any provision of this Agreement or of any Credit Document contemplated herein, nor consent to any departure by the Borrower therefrom, nor any approval, consent, opinion, confirmation of satisfaction, direction, specification or agreement to be given by the Lenders or the Administrative Agent on behalf of the Lenders hereunder shall be effective unless the same shall be in writing and signed by the Administrative Agent and then such amendment, waiver, consent, approval, opinion, confirmation of satisfaction, direction, specification or agreement shall be effective only in the specific instance and for the specific purpose for which it is given.

The Borrower is a limited partnership formed under the Partnership Act (Alberta), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that such limited partner has contributed or agreed to contribute to its capital and such limited partner’s pro rata share of any undistributed income.

IN WITNESS OF WHICH the parties hereto have duly executed this Agreement as of the date set forth on the first page of this Agreement.

This Certificate is delivered to you pursuant to the Credit Agreement made as of April 27, 2020 (as amended, amended and restated, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”) between AltaLink, L.P., AltaLink Management Ltd., BNS, as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada (“RBC”), as Co-Lead Arranger and Co-Bookrunner, Bank of Montreal (“BMO”), as Co-Lead Arranger and Co-Bookrunner, and BNS, RBC and BMO, as Lenders, and the other Lenders which from time to time become a party thereto.

Capitalized terms used in this Certificate and not otherwise defined have the meanings given in the Credit Agreement.

The undersigned has read the provisions of the Credit Agreement which are relevant to the furnishing of this Certificate. The undersigned has made such examination and investigation as was, in the opinion of the undersigned, necessary to enable the undersigned to express an informed opinion on the matters set out herein.

The undersigned hereby certifies that as of the date hereof:

DATED this      day of             , 20__ .

Dear Sirs/Mesdames:

You are hereby notified that the undersigned, intends to avail itself of the Credit Facility established in its favour pursuant to the Credit Agreement made as of April 27, 2020 (as amended, amended and restated, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”) between AltaLink, L.P., AltaLink Management Ltd., The Bank of Nova Scotia (“BNS”), as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada (“RBC”), as Co-Lead Arranger and Co-Bookrunner, Bank of Montreal (“BMO”), as Co-Lead Arranger and Co-Bookrunner, and BNS, RBC and BMO, as Lenders, and the other Lenders which from time to time become a party thereto.

Capitalized terms used in this Borrowing Notice and not otherwise defined have the meanings given in the Credit Agreement.

The undersigned hereby irrevocably requests a Borrowing as follows:

All Loans made pursuant to this Borrowing Notice shall be credited to the undersigned’s account no. l at the Branch. In the case of a Bankers’ Acceptance, it shall be delivered to l. The requested Borrowing Date is l. [If the undersigned requires a bank draft to be issued by BNS as a debit to the undersigned account at the Branch and to be delivered on the undersigned’s behalf, add an irrevocable direction to that effect, specifying the Person to whom it is to be delivered.]

In the case of a Discount Note, it shall be delivered to l. The requested Borrowing Date is l.

All representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects as if made on and as of the date hereof.

No Default or Event of Default under the Credit Agreement has occurred and is continuing.

The Lenders under the Credit Agreement

Dear Sirs/Mesdames:

We refer to Section 2.4 of the Credit Agreement made as of April 27, 2020 (as amended, amended and restated, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”) between AltaLink, L.P., AltaLink Management Ltd., The Bank of Nova Scotia (“BNS”), as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada (“RBC”), as Co-Lead Arranger and Co-Bookrunner, Bank of Montreal (“BMO”), as Co-Lead Arranger and Co-Bookrunner, and BNS, RBC and BMO, as Lenders, and the other Lenders which from time to time become a party thereto.

Capitalized terms used in this Notice and not otherwise defined have the meanings given in the Credit Agreement.

The Borrower hereby confirms that:

The Borrower hereby represents and warrants that the conditions contained in the Credit Agreement have been satisfied and will be satisfied as of the date hereof and before and after giving effect to such roll over on the applicable roll over date.

DATED this ___ day             , 20____.

    

Dear Sirs/Mesdames:

We refer to Section 2.4 of the Credit Agreement made as of April 27, 2020 (as amended, amended and restated, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”) between AltaLink, L.P., AltaLink Management Ltd., The Bank of Nova Scotia (“BNS”), as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada (“RBC”), as Co-Lead Arranger and Co-Bookrunner, Bank of Montreal (“BMO”), as Co-Lead Arranger and Co-Bookrunner, and BNS, RBC and BMO, as Lenders, and the other Lenders which from time to time become a party thereto.

Capitalized terms used in this Notice and not otherwise defined have the meanings given in the Credit Agreement.

Pursuant to the Credit Agreement, we hereby give notice of our irrevocable request for a conversion of Advances in the amount of $______________ outstanding by way of [insert type of loan] into corresponding Borrowings by way of [insert new type of loan] on the _________ day of ___________, 20____. [The contract period for the new Bankers’ Acceptances or Discount Note, as the case may be, shall be ________ with a new maturity date of ____________, 20____.][The term of the new [insert type of loan] shall be ________ with a new maturity date of ____________, 20____.]

The Borrower hereby represents and warrants that the conditions contained in the Credit Agreement have been satisfied and will be satisfied as of the date hereof and before and after giving effect to such conversion on the applicable conversion date.

Dear Sirs/Mesdames:

You are hereby notified that the undersigned wishes to extend the Maturity Date for the Credit Facility for a three hundred and sixty-five (365) day period from the date stipulated in your acceptance of this request. Capitalized terms used in this Notice of Extension and not otherwise defined have the meanings given in the Credit Agreement made as of April 27, 2020 (as amended, amended and restated, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”) between AltaLink, L.P., AltaLink Management Ltd., The Bank of Nova Scotia (“BNS”), as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada (“RBC”), as Co-Lead Arranger and Co-Bookrunner, Bank of Montreal (“BMO”), as Co-Lead Arranger and Co-Bookrunner, and BNS, RBC and BMO, as Lenders, and the other Lenders which from time to time become a party thereto.

DATED this __ day of _______________, 20____.

TO:        THE BANK OF NOVA SCOTIA (“BNS”)

The Borrower has entered into the Credit Agreement made as of April 27, 2020 (as amended, amended and restated, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”) between AltaLink, L.P., AltaLink Management Ltd., BNS, as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada (“RBC”), as Co-Lead Arranger and Co-Bookrunner, Bank of Montreal (“BMO”), as Co-Lead Arranger and Co-Bookrunner, and BNS, RBC and BMO, as Lenders, and the other Lenders which from time to time become a party thereto.

l (the “Assignee”) wishes to acquire some of the rights of l (the “Assignor”) under the Credit Agreement and accordingly the Assignor and the Assignee furnish this Assignment Agreement to the Borrower subject to the terms of the Credit Agreement. Capitalized terms in this Assignment Agreement shall have the meanings set out in the Credit Agreement.

ACKNOWLEDGED AND AGREED to this __ day of _______________, 20____.