BERKSHIRE HATHAWAY ENERGY CO (Form: 10-K, Received: 03/02/2015 06:25:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2014

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to _______



Commission	Exact name of registrant as specified in its charter;	IRS Employer
File Number	State or other jurisdiction of incorporation or organization	Identification No.
001-14881	BERKSHIRE HATHAWAY ENERGY COMPANY	94-2213782
	(An Iowa Corporation)
	666 Grand Avenue, Suite 500
	Des Moines, Iowa 50309-2580
	515-242-4300

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x

All of the shares of common equity of Berkshire Hathaway Energy Company are privately held by a limited group of investors. As of February 18, 2015 , 77,391,144 shares of common stock were outstanding.

TABLE OF CONTENTS



PART I

Item 1.	Business	1
Item 1A.	Risk Factors	41
Item 1B.	Unresolved Staff Comments	53
Item 2 .	Properties	54
Item 3.	Legal Proceedings	55
Item 4.	Mine Safety Disclosures	55

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	56
Item 6.	Selected Financial Data	56
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	57
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	92
Item 8.	Financial Statements and Supplementary Data	97
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	164
Item 9A.	Controls and Procedures	164
Item 9B.	Other Information	164

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	165
Item 11.	Executive Compensation	166
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	176
Item 13.	Certain Relationships and Related Transactions, and Director Independence	178
Item 14.	Principal Accountant Fees and Services	179

PART IV

Item 15.	Exhibits and Financial Statement Schedules	180
Signatures		187
Exhibit Index		189

Definition of Abbreviations and Industry Terms

When used in Forward-Looking Statements, Part I - Items 1 through 4, Part II - Items 5 through 7A and Items 9 through 9B, and Part III - Items 10 and 14, the following terms have the definitions indicated.



Berkshire Hathaway Energy Company and Related Entities
BHE		Berkshire Hathaway Energy Company
Company		Berkshire Hathaway Energy Company and its subsidiaries
PacifiCorp		PacifiCorp and its subsidiaries
MidAmerican Funding		MidAmerican Funding, LLC and its subsidiaries
MidAmerican Energy		MidAmerican Energy Company
NV Energy		NV Energy, Inc. and its subsidiaries
Nevada Power		Nevada Power Company
Sierra Pacific		Sierra Pacific Power Company
Nevada Utilities		Nevada Power Company and Sierra Pacific Power Company
Northern Powergrid		Northern Powergrid Holdings Company
Northern Natural Gas		Northern Natural Gas Company
Kern River		Kern River Gas Transmission Company
AltaLink		BHE AltaLink Ltd.
ALP		AltaLink, L.P.
BHE U.S. Transmission		BHE U.S. Transmission, LLC (formerly MidAmerican Transmission, LLC)
BHE Renewables, LLC		BHE Renewables, LLC (formerly MidAmerican Renewables, LLC)
HomeServices		HomeServices of America, Inc. and its subsidiaries
BHE Pipeline Group or Pipeline Companies		Consists of Northern Natural Gas and Kern River
BHE Transmission		Consists of AltaLink and BHE U.S. Transmission
BHE Renewables		Consists of BHE Renewables, LLC (formerly MidAmerican Renewables, LLC) and CalEnergy Philippines
ETT		Electric Transmission Texas, LLC
Domestic Regulated Businesses		PacifiCorp, MidAmerican Energy Company, Nevada Power Company, Sierra Pacific Power Company, Northern Natural Gas Company and Kern River Gas Transmission Company
Regulated Businesses		PacifiCorp, MidAmerican Energy Company, Nevada Power Company, Sierra Pacific Power Company, Northern Natural Gas Company, Kern River Gas Transmission Company and AltaLink, L.P.
Utilities		PacifiCorp, MidAmerican Energy Company, Nevada Power Company and Sierra Pacific Power Company
Northern Powergrid Distribution Companies		Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc
Berkshire Hathaway		Berkshire Hathaway Inc. and its subsidiaries
Topaz		Topaz Solar Farms LLC
Topaz Project		550-megawatt solar project in California
Agua Caliente		Agua Caliente Solar, LLC
Agua Caliente Project		290-megawatt solar project in Arizona
Bishop Hill II		Bishop Hill Energy II LLC
Bishop Hill Project		81-megawatt wind-powered generating facility in Illinois
Pinyon Pines I		Pinyon Pines Wind I, LLC
Pinyon Pines II		Pinyon Pines Wind II, LLC
Pinyon Pines Projects		168-megawatt and 132-megawatt wind-powered generating facilities in California
Jumbo Road		Jumbo Road Holdings, LLC
Jumbo Road Project		300-megawatt wind-powered generating facility in Texas



Solar Star Funding		Solar Star Funding, LLC
Solar Star Projects		A combined 579-megawatt solar project in California
Solar Star I		Solar Star California XIX, LLC
Solar Star II		Solar Star California XX, LLC

Certain Industry Terms
AESO		Alberta Electric System Operator
AFUDC		Allowance for Funds Used During Construction
AUC		Alberta Utilities Commission
Bcf		Billion cubic feet
CAIR		Clean Air Interstate Rule
CPUC		California Public Utilities Commission
Dodd-Frank Reform Act		Dodd-Frank Wall Street Reform and Consumer Protection Act
Dth		Decatherms
DSM		Demand-side Management
EBA		Energy Balancing Account
ECAM		Energy Cost Adjustment Mechanism
EPA		United States Environmental Protection Agency
ERCOT		Electric Reliability Council of Texas
FERC		Federal Energy Regulatory Commission
GEMA		Gas and Electricity Markets Authority
GHG		Greenhouse Gases
GWh		Gigawatt Hours
IPUC		Idaho Public Utilities Commission
IUB		Iowa Utilities Board
kV		Kilovolt
LNG		Liquefied Natural Gas
LDC		Local Distribution Company
MATS		Mercury and Air Toxics Standards
MISO		Midcontinent Independent System Operator, Inc.
MW		Megawatts
MWh		Megawatt Hours
NRC		Nuclear Regulatory Commission
OPUC		Oregon Public Utility Commission
PCAM		Power Cost Adjustment Mechanism
PTAM		Post Test-year Adjustment Mechanism
PUCN		Public Utilities Commission of Nevada
RCRA		Resource Conservation and Recovery Act
REC		Renewable Energy Credit
RPS		Renewable Portfolio Standards
RTO		Regional Transmission Organization
SEC		United States Securities and Exchange Commission
SIP		State Implementation Plan
TAM		Transition Adjustment Mechanism
UPSC		Utah Public Service Commission
WPSC		Wyoming Public Service Commission
WUTC		Washington Utilities and Transportation Commission

iii

Forward-Looking Statements

This report contains statements that do not directly or exclusively relate to historical facts. These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by the use of forward-looking words, such as "will," "may," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "intend," "potential," "plan," "forecast" and similar terms. These statements are based upon the Company's current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of the Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others:


•	general economic, political and business conditions, as well as changes in, and compliance with, laws and regulations, including reliability and safety standards, affecting the Company's operations or related industries;


•	changes in, and compliance with, environmental laws, regulations, decisions and policies that could, among other items, increase operating and capital costs, reduce facility output, accelerate facility retirements or delay facility construction or acquisition;


•	the outcome of rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies and the Company's ability to recover costs in rates in a timely manner;


•	changes in economic, industry, competition or weather conditions, as well as demographic trends, new technologies and various conservation, energy efficiency and distributed generation measures and programs, that could affect customer growth and usage, electricity and natural gas supply or the Company's ability to obtain long-term contracts with customers and suppliers;


•	performance and availability of the Company's facilities, including the impacts of outages and repairs, transmission constraints, weather, including wind, solar and hydroelectric conditions, and operating conditions;


•	a high degree of variance between actual and forecasted load or generation that could impact the Company's hedging strategy and the cost of balancing its generation resources with its retail load obligations;


•	changes in prices, availability and demand for wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generating capacity and energy costs;


•	the financial condition and creditworthiness of the Company's significant customers and suppliers;


•	changes in business strategy or development plans;


•	availability, terms and deployment of capital, including reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base interest rate for BHE's and its subsidiaries' credit facilities;


•	changes in BHE's and its subsidiaries' credit ratings;


•	risks relating to nuclear generation;


•	the impact of certain contracts used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in commodity prices, interest rates and other conditions that affect the fair value of certain contracts;


•	the impact of inflation on costs and the Company's ability to recover such costs in regulated rates;


•	increases in employee healthcare costs, including the implementation of the Affordable Care Act;


•	the impact of investment performance and changes in interest rates, legislation, healthcare cost trends, mortality and morbidity on pension and other postretirement benefits expense and funding requirements;


•	changes in the residential real estate brokerage and mortgage industries and regulations that could affect brokerage and mortgage transaction levels;


•	unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future facilities and infrastructure additions;


•	the availability and price of natural gas in applicable geographic regions and demand for natural gas supply;


•	the impact of new accounting guidance or changes in current accounting estimates and assumptions on the Company's consolidated financial results;


•	the Company's ability to successfully integrate AltaLink and future acquired operations into its business;


•	the effects of catastrophic and other unforeseen events, which may be caused by factors beyond the Company's control or by a breakdown or failure of the Company's operating assets, including storms, floods, fires, earthquakes, explosions, landslides, mining accidents, litigation, wars, terrorism, and embargoes; and


•	other business or investment considerations that may be disclosed from time to time in BHE's filings with the SEC or in other publicly disseminated written documents.

Further details of the potential risks and uncertainties affecting the Company are described in Item 1A and other discussions contained in this Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing factors should not be construed as exclusive.

PART I

Item 1. Business

General

BHE is a holding company that owns subsidiaries principally engaged in energy businesses and is a consolidated subsidiary of Berkshire Hathaway. As of February 18, 2015 , Berkshire Hathaway, Mr. Walter Scott, Jr., a member of BHE 's Board of Directors (along with family members and related entities) and Mr. Gregory E. Abel, BHE 's Chairman, President and Chief Executive Officer, owned 89.9%, 9.1% and 1.0%, respectively, of BHE 's voting common stock.

The Company's operations are organized and managed as eight business segments: PacifiCorp , MidAmerican Funding (which primarily consists of MidAmerican Energy ), NV Energy (which primarily consists of Nevada Power and Sierra Pacific ), Northern Powergrid (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group (which consists of Northern Natural Gas and Kern River ), BHE Transmission (which consists of AltaLink and BHE U.S. Transmission ), BHE Renewables and HomeServices . The Company, through these businesses, owns four utility companies in the United States serving customers in 11 states, two electricity distribution companies in Great Britain, two interstate natural gas pipeline companies in the United States, an electric transmission business in Canada, interests in electric transmission businesses in the United States, a renewable energy business primarily selling power generated from solar, wind, hydro and geothermal sources under long-term contracts, the second-largest residential real estate brokerage firm in the United States, and the second-largest residential real estate brokerage franchise network in the United States.

BHE owns a highly diversified portfolio of primarily regulated businesses that generate, transmit, store, distribute and supply energy and serve customers across geographically diverse service territories in the Western and Midwest United States, in Great Britain and Canada.


•	90% of the Company's consolidated operating income during 2014 was generated from rate-regulated businesses.


•	As of December 31, 2014 , the Utilities served 4.6 million electric and natural gas customers in 11 states in the United States, Northern Powergrid served 3.9 million end-users in northern England and ALP served approximately 85% of Alberta, Canada's population.


•	As of December 31, 2014 , the Company owned approximately 29,200 MW of generation in operation and under construction:


◦	Approximately 25,800 MW of generation is owned by its regulated electric utility businesses;


◦	Approximately 3,400 MW of generation is owned by our nonregulated subsidiaries, the majority of which provides power to utilities under long-term contracts; and


◦	The Company's investment in solar and wind generation in operation and under construction will be $15 billion when completed.


•	The Company has approximately 32,100 miles of transmission lines and owns a 50% interest in ETT that has 1,000 miles of transmission lines.


•	The BHE Pipeline Group has approximately 16,400 miles of pipeline, a design capacity of approximately 7.8 Bcf of natural gas per day, and transported approximately 8% of the total natural gas consumed in the United States during 2014 .

•

HomeServices closed over $67.4 billion of home sales in 2014 , up 20.2% from 2013 , with over 24,000 sales associates and continued to grow its brokerage business. HomeServices' franchise business operates in 49 states with over 440 franchisees throughout the country. HomeServices expanded its mortgage business in 2014 through the acquisition of the remaining 50.1% interest in HomeServices Lending, LLC ("HomeServices Lending").

Refer to Note 22 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional reportable segment information.

BHE 's principal executive offices are located at 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580 and its telephone number is (515) 242-4300. BHE was initially incorporated in 1971 as California Energy Company, Inc. under the laws of the state of Delaware and through a merger transaction in 1999 was reincorporated in Iowa under the name MidAmerican Energy Holdings Company. In 2014, the Company changed its name to Berkshire Hathaway Energy Company .

PacifiCorp

General

PacifiCorp, an indirect wholly owned subsidiary of BHE, is a United States regulated electric utility company headquartered in Oregon that serves 1.8 million retail electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and California. PacifiCorp is principally engaged in the business of generating, transmitting, distributing and selling electricity. PacifiCorp's combined service territory covers approximately 143,000 square miles and includes diverse regional economies. No single segment of the economy dominates the service territory, which helps mitigate PacifiCorp's exposure to economic fluctuations. In the eastern portion of the service territory, consisting of Utah, Wyoming and southeastern Idaho, the principal industries are manufacturing, mining or extraction of natural resources, agriculture, technology, recreation and government. In the western portion of the service territory, consisting of Oregon, southern Washington and northern California, the principal industries are agriculture, manufacturing, forest products, food processing, technology, government and primary metals. In addition to retail sales, PacifiCorp sells electricity to other utilities, energy marketing companies, financial institutions and other market participants on a wholesale basis.

PacifiCorp's operations are conducted under numerous franchise agreements, certificates, permits and licenses obtained from federal, state and local authorities. The average term of the franchise agreements is approximately 28 years, although their terms range from five years to indefinite. Several of these franchise agreements allow the municipality the right to seek amendment to the franchise agreement at a specified time during the term. PacifiCorp generally has an exclusive right to serve electric customers within its service territories and, in turn, has an obligation to provide electric service to those customers. In return, the state utility commissions have established rates on a cost-of-service basis, which are designed to allow PacifiCorp an opportunity to recover its costs of providing services and to earn a reasonable return on its investment.

Regulated Electric Operations

Customers

The GWh and percentages of electricity sold to retail customers by jurisdiction for the years ended December 31 were as follows:



	2014			2013			2012

Utah	24,105	44	%	24,510	44	%	23,930	44	%
Oregon	12,959	24		13,090	24		12,779	23
Wyoming	9,568	17		9,554	17		9,498	17
Washington	4,118	8		4,093	7		4,042	7
Idaho	3,495	6		3,621	7		3,518	7
California	754	1		795	1		782	2
	54,999	100	%	55,663	100	%	54,549	100	%

Electricity sold to retail and wholesale customers by class of customer and the average number of retail customers for the years ended December 31 were as follows:



	2014			2013			2012
GWh sold:
Residential	15,568	24	%	16,339	25	%	15,968	24	%
Commercial	17,073	26		17,057	26		16,829	25
Industrial and irrigation	21,934	34		21,832	33		21,317	32
Other	424	—		435	1		435	1
Total retail	54,999	84		55,663	85		54,549	82
Wholesale	10,270	16		10,206	15		11,870	18
Total GWh sold	65,269	100	%	65,869	100	%	66,419	100	%

Average number of retail customers (in thousands):
Residential	1,546	87	%	1,522	86	%	1,504	86	%
Commercial	200	11		208	12		212	12
Industrial and irrigation	33	2		34	2		34	2
Other	4	—		3	—		4	—
Total	1,783	100	%	1,767	100	%	1,754	100	%

Changes in economic and weather conditions, as well as various conservation, energy efficiency and customer self-generation measures and programs, impact customer usage.

The annual hourly peak customer demand, which represents the highest demand on a given day and at a given hour, is typically highest in the summer across PacifiCorp's service territory when air conditioning and irrigation systems are heavily used. The service territory also has a winter peak, which is primarily due to heating requirements in the western portion of PacifiCorp's service territory. During 2014 , PacifiCorp's peak demand was 10,314 MW in the summer and 8,870 MW in the winter.

Generating Facilities and Fuel Supply

PacifiCorp has ownership interest in a diverse portfolio of generating facilities. The following table presents certain information regarding PacifiCorp's owned generating facilities as of December 31, 2014 :



				Facility	Net Owned
				Net Capacity	Capacity
Generating Facility	Location	Energy Source	Installed	(MW) ⁽¹⁾	(MW) ⁽¹⁾
COAL:
Jim Bridger Nos. 1, 2, 3 and 4	Rock Springs, WY	Coal	1974-1979	2,123	1,415
Hunter Nos. 1, 2 and 3	Castle Dale, UT	Coal	1978-1983	1,363	1,158
Huntington Nos. 1 and 2	Huntington, UT	Coal	1974-1977	909	909
Dave Johnston Nos. 1, 2, 3 and 4	Glenrock, WY	Coal	1959-1972	760	760
Naughton Nos. 1, 2 and 3 ⁽²⁾	Kemmerer, WY	Coal	1963-1971	687	687
Cholla No. 4	Joseph City, AZ	Coal	1981	395	395
Wyodak No. 1	Gillette, WY	Coal	1978	332	266
Carbon Nos. 1 and 2 ⁽³⁾	Castle Gate, UT	Coal	1954-1957	172	172
Craig Nos. 1 and 2	Craig, CO	Coal	1979-1980	855	165
Colstrip Nos. 3 and 4	Colstrip, MT	Coal	1984-1986	1,480	148
Hayden Nos. 1 and 2	Hayden, CO	Coal	1965-1976	446	78
				9,522	6,153
NATURAL GAS:
Lake Side 2	Vineyard, UT	Natural gas/steam	2014	631	631
Lake Side	Vineyard, UT	Natural gas/steam	2007	546	546
Currant Creek	Mona, UT	Natural gas/steam	2005-2006	524	524
Chehalis	Chehalis, WA	Natural gas/steam	2003	477	477
Hermiston	Hermiston, OR	Natural gas/steam	1996	461	231
Gadsby Steam	Salt Lake City, UT	Natural gas	1951-1955	238	238
Gadsby Peakers	Salt Lake City, UT	Natural gas	2002	119	119
				2,996	2,766
HYDROELECTRIC:
Lewis River System	WA	Hydroelectric	1931-1958	578	578
North Umpqua River System	OR	Hydroelectric	1950-1956	204	204
Klamath River System	CA, OR	Hydroelectric	1903-1962	170	170
Bear River System	ID, UT	Hydroelectric	1908-1984	105	105
Rogue River System	OR	Hydroelectric	1912-1957	52	52
Minor hydroelectric facilities	Various	Hydroelectric	1895-1986	36	36
				1,145	1,145
WIND:
Marengo	Dayton, WA	Wind	2007-2008	210	210
Glenrock	Glenrock, WY	Wind	2008-2009	138	138
Seven Mile Hill	Medicine Bow, WY	Wind	2008	119	119
Dunlap Ranch	Medicine Bow, WY	Wind	2010	111	111
Leaning Juniper	Arlington, OR	Wind	2006	100	100
High Plains	McFadden, WY	Wind	2009	99	99
Rolling Hills	Glenrock, WY	Wind	2009	99	99
Goodnoe Hills	Goldendale, WA	Wind	2008	94	94
Foote Creek	Arlington, WY	Wind	1999	41	32
McFadden Ridge	McFadden, WY	Wind	2009	28	28
				1,039	1,030
OTHER:
Blundell	Milford, UT	Geothermal	1984, 2007	32	32
Camas Co-Gen	Camas, WA	Black liquor	1996	10	10
				42	42
Total Available Generating Capacity				14,744	11,136

(1)

Facility Net Capacity represents the lesser of nominal ratings or any limitations under applicable interconnection, power purchase, or other agreements for intermittent resources and the total net dependable capability available during summer conditions for all other units. An intermittent resource's nominal rating is the manufacturer's contractually specified capability (in MW) under specified conditions. Net Owned Capacity indicates PacifiCorp's ownership of Facility Net Capacity.


(2)	PacifiCorp currently plans to convert Naughton Unit No. 3 (330 MW) to a natural gas-fueled unit in 2018. Refer to "Environmental Laws and Regulations" in Item 7 of this Form 10-K for further discussion.


(3)	PacifiCorp plans to retire Carbon Unit Nos. 1 and 2 ("Carbon Facility") in April 2015. Refer to "Environmental Laws and Regulations" in Item 7 of this Form 10-K for further discussion.

The following table shows the percentages of PacifiCorp's total energy supplied by energy source for the years ended December 31:



	2014		2013		2012

Coal	60	%	62	%	60	%
Natural gas	16		12		10
Hydroelectric ⁽¹⁾	5		4		6
Wind and other ⁽¹⁾	5		5		5
Total energy generated	86		83		81
Energy purchased - short-term contracts and other	6		9		12
Energy purchased - long-term contracts (renewable) ⁽¹⁾	5		5		5
Energy purchased - long-term contracts (non-renewable)	3		3		2
	100	%	100	%	100	%


(1)	All or some of the renewable energy attributes associated with generation from these generating facilities and purchases may be: (a) used in future years to comply with RPS or other regulatory requirements, (b) sold to third parties in the form of RECs or other environmental commodities, or (c) excluded from energy purchased.

PacifiCorp is required to have resources available to continuously meet its customer needs. The percentage of PacifiCorp's energy supplied by energy source varies from year to year and is subject to numerous operational and economic factors such as planned and unplanned outages, fuel commodity prices, fuel transportation costs, weather, environmental considerations, transmission constraints, and wholesale market prices of electricity. PacifiCorp evaluates these factors continuously in order to facilitate economical dispatch of its generating facilities. When factors for one energy source are less favorable, PacifiCorp must place more reliance on other energy sources. For example, PacifiCorp can generate more electricity using its low cost hydroelectric and wind-powered generating facilities when factors associated with these facilities are favorable. When factors associated with hydroelectric and wind resources are less favorable, PacifiCorp increases its reliance on coal- and natural gas-fueled generation or purchased electricity. In addition to meeting its customers' energy needs, PacifiCorp is required to maintain operating reserves on its system to mitigate the impacts of unplanned outages or other disruption in supply, and to meet intra-hour changes in load and resource balance. This operating reserve requirement is dispersed across PacifiCorp's generation portfolio on a least-cost basis based on the operating characteristics of the portfolio. Operating reserves may be held on hydroelectric, coal-fueled or natural gas-fueled resources. PacifiCorp manages certain risks relating to its supply of electricity and fuel requirements by entering into various contracts, which may be accounted for as derivatives and may include forwards, options, swaps and other agreements. Refer to "General Regulation" in Item 1 of this Form 10-K for a discussion of energy cost recovery by jurisdiction and to Item 7A in this Form 10-K for a discussion of commodity price risk and derivative contracts.

PacifiCorp has interests in coal mines that support its coal-fueled generating facilities and operates the Bridger surface and Bridger underground coal mines, as well as the Deer Creek underground coal mine discussed below that has historically served the Huntington, Hunter and Carbon generating facilities. These mines supplied 27%, 31% and 30% of PacifiCorp's total coal requirements during the years ended December 31, 2014 , 2013 and 2012 , respectively. The remaining coal requirements are acquired through long- and short-term third-party contracts. PacifiCorp also operates the Cottonwood Preparatory Plant and Wyodak Coal Crushing Facility.

Due to coal quality issues and rising costs, PacifiCorp believes the Deer Creek coal reserves are no longer able to be economically mined. As a result, PacifiCorp intends to permanently close the Deer Creek mine, and in the second quarter of 2015, sell the Cottonwood Preparatory Plant to a third party. PacifiCorp also intends to enter into a long-term coal supply agreement and amend an existing long-term coal supply agreement. Refer to "Regulatory Matters" in Item 7 of this Form 10-K for further discussion of these proposed transactions, including pending regulatory approvals.

Most of PacifiCorp's coal reserves are held pursuant to leases through the federal Bureau of Land Management and from certain states and private parties. The leases generally have multi-year terms that may be renewed or extended only with the consent of the lessor and require payment of rents and royalties. In addition, federal and state regulations require that comprehensive environmental protection and reclamation standards be met during the course of mining operations and upon completion of mining activities.

Coal reserve estimates are subject to adjustment as a result of the development of additional engineering and geological data, new mining technology and changes in regulation and economic factors affecting the utilization of such reserves. Recoverable coal reserves of operating mines as of December 31, 2014 , based on recent engineering studies, were as follows (in millions):



Coal Mine	Location	Generating Facility Served	Mining Method	Recoverable Tons

Bridger	Rock Springs, WY	Jim Bridger	Surface	35	(1	)
Bridger	Rock Springs, WY	Jim Bridger	Underground	35	(1	)
Trapper	Craig, CO	Craig	Surface	6	(2	)
				76


(1)	These coal reserves are leased and mined by Bridger Coal Company, a joint venture between Pacific Minerals, Inc. and a subsidiary of Idaho Power Company. Pacific Minerals, Inc., a wholly owned subsidiary of PacifiCorp, has a two-thirds interest in the joint venture. The amounts included above represent only PacifiCorp's two-thirds interest in the coal reserves.


(2)	These coal reserves are leased and mined by Trapper Mining Inc., a cooperative in which PacifiCorp has an ownership interest of 21%. The amount included above represents only PacifiCorp's 21% interest in the coal reserves. PacifiCorp does not operate the Trapper mine.

For surface mine operations, PacifiCorp removes the overburden with heavy earth-moving equipment, such as draglines and power shovels. Once exposed, PacifiCorp drills, fractures and systematically removes the coal using haul trucks or conveyors to transport the coal to the associated generating facility. PacifiCorp reclaims disturbed areas as part of its normal mining activities. After final coal removal, draglines, power shovels, excavators or loaders are used to backfill the remaining pits with the overburden removed during the coal uncovering process. Once the overburden and topsoil have been replaced, vegetation is re-established, and other improvements are made that have local community and environmental benefits.

For underground mine operations, a longwall is used as a mechanical shearer to extract coal from long rectangular blocks of medium to thick seams that are initially developed by the use of continuous miner machines. In longwall mining, hydraulically powered supports temporarily hold up the roof of the mine while a rotating drum mechanically advances across the face of the coal seam, cutting the coal from the face. Chain conveyors then move the loosened coal to an underground mine conveyor system for delivery to the surface. Once coal is extracted from an area, the roof is allowed to collapse in a controlled fashion.

In June 2011, Fossil Rock Fuels, LLC ("Fossil Rock"), a wholly owned subsidiary of PacifiCorp, acquired the Cottonwood coal reserve lease in Emery County Utah, which contains an estimated 47 million tons of recoverable coal. Subject to the regulatory approvals described in "Regulatory Matters" in Item 7 of this Form 10-K, PacifiCorp intends to sell the rights to the Fossil Rock coal reserves to a third party in the second quarter of 2015.

Recoverability by surface mining methods typically ranges from 90% to 95%. Recoverability by underground mining techniques ranges from 50% to 70%. To meet applicable standards, PacifiCorp blends coal mined at its owned mines with contracted coal and utilizes emissions reduction technologies for controlling sulfur dioxide and other emissions. For fuel needs at PacifiCorp's coal-fueled generating facilities in excess of coal reserves available, PacifiCorp believes it will be able to purchase coal under both long- and short-term contracts to supply its generating facilities over their currently expected remaining useful lives.

PacifiCorp uses natural gas as fuel for its combined- and simple-cycle natural gas-fueled generating facilities and for the Gadsby Steam generating facility. Oil and natural gas are also used for igniter fuel and standby purposes. These sources are presently in adequate supply and available to meet PacifiCorp's needs.

PacifiCorp operates the majority of its hydroelectric generating portfolio under long-term licenses. The FERC regulates 98% of the net capacity of this portfolio through 15 individual licenses, which have terms of 30 to 50 years. A portion of this portfolio is licensed under the Oregon Hydroelectric Act. For further discussion of PacifiCorp's hydroelectric relicensing activities, including updated information regarding the Klamath River hydroelectric system, refer to Note 16 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

PacifiCorp has pursued renewable resources as a viable, economical and environmentally prudent means of supplying electricity and complying with laws and regulations. Renewable resources have low to no emissions and require little or no fossil fuel. PacifiCorp's wind-powered generating facilities are eligible for federal renewable electricity production tax credits for 10 years from the date the facilities are placed in-service. Production tax credits for PacifiCorp's currently eligible wind-powered generating facilities will begin expiring in 2016, with final expiration in 2020.

PacifiCorp purchases and sells electricity in the wholesale markets as needed to balance its generation and purchase commitments with its retail load and wholesale sales obligations. PacifiCorp may also purchase electricity in the wholesale markets when it is more economical than generating electricity from its own facilities and may sell surplus electricity in the wholesale markets when it can do so economically. When prudent, PacifiCorp enters into financial swap contracts and forward electricity sales and purchases for physical delivery at fixed prices to reduce its exposure to electricity price volatility.

Transmission and Distribution

PacifiCorp operates one balancing authority area in the western portion of its service territory and one balancing authority area in the eastern portion of its service territory. A balancing authority area is a geographic area with transmission systems that control generation to maintain schedules with other balancing authority areas and ensure reliable operations. In operating the balancing authority areas, PacifiCorp is responsible for continuously balancing electricity supply and demand by dispatching generating resources and interchange transactions so that generation internal to the balancing authority area, plus net imported power, matches customer loads. Deliveries of energy over PacifiCorp's transmission system are managed and scheduled in accordance with FERC requirements.

PacifiCorp's transmission system is part of the Western Interconnection, which includes the interconnected transmission systems of 14 western states, two Canadian provinces and parts of Mexico. PacifiCorp's transmission system, together with contractual rights on other transmission systems, enables PacifiCorp to integrate and access generation resources to meet its customer load requirements. PacifiCorp's transmission and distribution systems included approximately 16,400 miles of transmission lines, 63,000 miles of distribution lines and 900 substations as of December 31, 2014 .

PacifiCorp's Energy Gateway Transmission Expansion Program represents plans to build approximately 2,000 miles of new high-voltage transmission lines, with an estimated cost exceeding $6 billion, primarily in Wyoming, Utah, Idaho and Oregon. The $6 billion estimated cost includes: (a) the 345-kV Populus to Terminal transmission line placed in-service in 2010; (b) the 100-mile high-voltage transmission line between the Mona substation in central Utah and the Oquirrh substation in the Salt Lake Valley placed in-service in 2013; (c) the 345-kV transmission line being built between the Sigurd Substation in central Utah and the Red Butte Substation in southwest Utah expected to be placed in-service in May 2015; and (d) other segments that are expected to be placed in-service in future years, depending on load growth, siting, permitting and construction schedules. The transmission line segments are intended to: (a) address customer load growth; (b) improve system reliability; (c) reduce transmission system constraints; (d) provide access to diverse generation resources, including renewable resources; and (e) improve the flow of electricity throughout PacifiCorp's six-state service area. Proposed transmission line segments are re-evaluated to ensure optimal benefits and timing before committing to move forward with permitting and construction. Through December 31, 2014 , $1.8 billion had been spent and $1.3 billion, including AFUDC, had been placed in-service.

Energy Imbalance Market

In February 2013, PacifiCorp and the California Independent System Operator Corporation ("California ISO") announced their plans to implement an energy imbalance market ("EIM"), which went live in November 2014. The EIM expands the real-time component of the California ISO market to optimize and balance electricity supply and demand every five minutes across the entire PacifiCorp and California ISO six-state footprint. The EIM is voluntary and available to all balancing authorities in the Western United States. EIM market participants submit bids to the California ISO market operator before each hour for each generating resource they choose to be dispatched by the market. Each bid is comprised of a dispatchable operating range, ramp rate and prices across the operating range. The California ISO market operator uses sophisticated technology to select the least-cost resources to meet demand and send simultaneous dispatch signals to every participating generator across the six-state EIM footprint every five minutes. In addition to generation resource bids, the California ISO market operator also receives continuous real-time updates of transmission grid network, meteorological and load forecast information that it uses to optimize dispatch instructions. Outside the EIM footprint, utilities in the Western United States do not utilize comparable technology and are largely limited to transactions within the borders of their balancing authority area to balance supply and demand intra-hour using a combination of manual and automated dispatch. The EIM delivers customer benefits by leveraging automation and resource diversity to result in more efficient dispatch, more effective integration of renewables and improved situational awareness. Benefits to customers are expected to increase with renewable resource expansion and as more entities join the EIM bringing incremental diversity.

The EIM began operations in October 2014 with a 30-day transition period during which the California ISO and PacifiCorp enabled their systems to interact and produce results reflecting realistic market conditions, but without financially binding settlements or dispatch instructions. The EIM transitioned to a fully operational, financially binding market on November 1, 2014.

Future Generation

As required by certain state regulations, PacifiCorp uses an Integrated Resource Plan ("IRP") to develop a long-term view of prudent future actions required to help ensure that PacifiCorp continues to provide reliable and cost-effective electric service to its customers while maintaining compliance with existing and evolving environmental laws and regulations. The IRP process identifies the amount and timing of PacifiCorp's expected future resource needs and an associated optimal future resource mix that accounts for planning uncertainty, risks, reliability impacts, state energy policies and other factors. The IRP is a coordinated effort with stakeholders in each of the six states where PacifiCorp operates. PacifiCorp files its IRP on a biennial basis and five states indicate whether the IRP meets the state commission's IRP standards and guidelines, a process referred to as "acknowledgment" in some states. In April 2013, PacifiCorp filed its 2013 IRP with the state commissions. The WPSC accepted the 2013 IRP into its files and the IPUC, the WUTC and the UPSC acknowledged the 2013 IRP. The OPUC acknowledged the 2013 IRP with exceptions and revisions to specific action items. PacifiCorp is currently developing its 2015 IRP that is expected to be filed in March 2015.

Demand-side Management

PacifiCorp has provided a comprehensive set of DSM programs to its customers since the 1970s. The programs are designed to reduce energy consumption and more effectively manage when energy is used, including management of seasonal peak loads. PacifiCorp offers services to customers such as energy engineering audits and information on how to improve the efficiency of their homes and businesses. To assist customers in investing in energy efficiency, PacifiCorp offers rebates or incentives encouraging the purchase and installation of high-efficiency equipment such as lighting, heating and cooling equipment, weatherization, motors, process equipment and systems, as well as incentives for efficient construction. Incentives are also paid to solicit participation in load management programs by residential, business and agricultural customers through programs such as PacifiCorp's residential and small commercial air conditioner load control program and irrigation equipment load control programs. Although subject to prudence reviews, state regulations allow for contemporaneous recovery of costs incurred for the DSM programs through state-specific energy efficiency surcharges to retail customers or for recovery of costs through rates. During 2014 , PacifiCorp spent $155 million on these DSM programs, resulting in an estimated 566,034 MWh of first-year energy savings and an estimated 312 MW of peak load management. In addition to these DSM programs, PacifiCorp has load curtailment contracts with a number of large industrial customers that deliver up to 305 MW of load reduction when needed, depending on the customers' actual loads. Recovery of the costs associated with the large industrial load management program is determined through PacifiCorp's rate case process.

MidAmerican Energy

General

MidAmerican Energy, an indirect wholly owned subsidiary of BHE , is a United States regulated electric and natural gas utility company headquartered in Iowa that serves 0.7 million regulated retail electric customers in portions of Iowa, Illinois and South Dakota and 0.7 million regulated retail and transportation natural gas customers in portions of Iowa, South Dakota, Illinois and Nebraska. MidAmerican Energy is principally engaged in the business of generating, transmitting, distributing and selling electricity and in distributing, selling and transporting natural gas. MidAmerican Energy's service territory covers approximately 11,000 square miles and includes a diverse customer base consisting of urban and rural residential customers and a variety of commercial and industrial customers. Principal industries served by MidAmerican Energy include processing and sales of food products; manufacturing, processing and fabrication of primary metals; farm and other non-electrical machinery; real estate; electronic data storage; cement and gypsum products; and government. In addition to retail sales and natural gas transportation, MidAmerican Energy sells electricity principally to markets operated by RTOs and natural gas to other utilities and market participants on a wholesale basis. MidAmerican Energy is a transmission-owning member of the MISO and participates in its energy and ancillary services markets.

MidAmerican Energy's regulated electric and natural gas operations are conducted under numerous franchise agreements, certificates, permits and licenses obtained from federal, state and local authorities. The franchise agreements, with various expiration dates, are typically for 20- to 25-year terms. Several of these franchise agreements give either party the right to seek amendment to the franchise agreement at one or two specified times during the term. MidAmerican Energy generally has an exclusive right to serve electric customers within its service territories and, in turn, has an obligation to provide electricity service to those customers. In return, the state utility commissions have established rates on a cost-of-service basis, which are designed to allow MidAmerican Energy an opportunity to recover its costs of providing services and to earn a reasonable return on its investment. In Illinois, MidAmerican Energy's regulated retail electric customers may choose their energy supplier.

MidAmerican Energy has nonregulated business activities that consist of competitive electricity and natural gas retail sales and natural gas income-sharing arrangements. Nonregulated electric activities predominantly include sales to retail customers in Illinois, Texas, Ohio, Maryland and other states that allow customers to choose their energy supplier. Nonregulated natural gas activities predominately include sales to retail customers in Iowa and Illinois. For its nonregulated retail energy activities, MidAmerican Energy purchases electricity and natural gas from producers and third party energy marketing companies and sells it directly to commercial, industrial and governmental end-users. MidAmerican Energy does not own nonregulated electricity or natural gas production assets, but hedges its contracted sales obligations either with physical supply arrangements or financial products. As of December 31, 2014 , MidAmerican Energy had contracts in place for the sale of electricity totaling 17,460,000 MWh with a weighted average life of 2.1 years and natural gas totaling 24,411,000 Dth with a weighted average life of 1.5 years. In addition, MidAmerican Energy manages natural gas supplies for a number of smaller commercial end-users, which includes the sale of natural gas to these customers to meet their supply requirements.

The percentages of MidAmerican Energy's operating revenue and net income derived from the following business activities for the years ended December 31 were as follows:



	2014		2013		2012
Operating revenue:
Regulated electric	48	%	52	%	52	%
Regulated gas	27		24		20
Nonregulated and other	25		24		28
	100	%	100	%	100	%

Net income:
Regulated electric	86	%	84	%	84	%
Regulated gas	10		12		8
Nonregulated and other	4		4		8
	100	%	100	%	100	%

Regulated Electric Operations

Customers

The GWh and percentages of electricity sold to retail customers by jurisdiction for the years ended December 31 were as follows:



	2014			2013			2012

Iowa	20,585	90	%	20,217	90	%	19,678	90	%
Illinois	1,975	9		2,015	9		2,038	9
South Dakota	217	1		220	1		208	1
	22,777	100	%	22,452	100	%	21,924	100	%

Electricity sold to retail and wholesale customers by class of customer and the average number of retail customers for the years ended December 31 were as follows:



	2014			2013			2012
GWh sold:
Residential	6,429	20	%	6,572	20	%	6,345	19	%
Commercial	4,084	12		4,265	13		4,175	13
Industrial	10,642	33		10,001	31		9,805	30
Other	1,622	5		1,614	5		1,599	5
Total retail	22,777	70		22,452	69		21,924	67
Wholesale	9,716	30		10,226	31		10,961	33
Total GWh sold	32,493	100	%	32,678	100	%	32,885	100	%

Average number of retail customers (in thousands):
Residential	643	86	%	637	86	%	633	86	%
Commercial	87	12		86	12		85	12
Industrial	2	—		2	—		2	—
Other	14	2		14	2		14	2
Total	746	100	%	739	100	%	734	100	%

In addition to the variations in weather from year to year, fluctuations in economic conditions within the service territory and elsewhere can impact customer usage, particularly for industrial and wholesale customers. Wholesale sales are impacted by market prices for energy relative to the incremental cost to generate power.

There are seasonal variations in MidAmerican Energy's electricity sales that are principally related to the use of electricity for air conditioning and the related effects of weather. Additionally, electricity sales are priced higher in the summer months compared to the remaining months of the year. As a result, approximately 40% of MidAmerican Energy's regulated electric revenue is reported in the months of June, July, August and September.

The annual hourly peak demand on MidAmerican Energy's electric system usually occurs as a result of air conditioning use during the cooling season. Peak demand represents the highest demand on a given day and at a given hour. On July 21, 2014, retail customer usage of electricity caused an hourly peak demand of 4,366 MW on MidAmerican Energy's electric distribution system, which is 386 MW less than the record hourly peak demand of 4,752 MW set July 19, 2011.

Generating Facilities and Fuel Supply

MidAmerican Energy has ownership interest in a diverse portfolio of generating facilities. The following table presents certain information regarding MidAmerican Energy's owned generating facilities as of December 31, 2014 :



				Facility	Net Owned
				Net Capacity	Capacity
Generating Facility	Location	Energy Source	Installed	(MW) ⁽¹⁾	(MW) ⁽¹⁾
COAL:
Walter Scott, Jr. Nos. 1, 2, 3 and 4 ⁽²⁾	Council Bluffs, IA	Coal	1954-2007	1,648	1,172
George Neal Nos. 1, 2 and 3 ⁽²⁾	Sergeant Bluff, IA	Coal	1964-1975	902	760
Louisa	Muscatine, IA	Coal	1983	742	653
Ottumwa	Ottumwa, IA	Coal	1981	718	373
George Neal No. 4	Salix, IA	Coal	1979	644	262
Riverside No. 5 ⁽³⁾	Bettendorf, IA	Coal	1961	124	124
				4,778	3,344
NATURAL GAS:
Greater Des Moines	Pleasant Hill, IA	Natural gas	2003-2004	485	485
Electrifarm	Waterloo, IA	Natural gas/oil	1975-1978	188	188
Pleasant Hill	Pleasant Hill, IA	Natural gas/oil	1990-1994	161	161
Sycamore	Johnston, IA	Natural gas/oil	1974	148	148
River Hills	Des Moines, IA	Natural gas	1966-1967	122	122
Coralville	Coralville, IA	Natural gas	1970	65	65
Moline	Moline, IL	Natural gas	1970	64	64
Parr	Charles City, IA	Natural gas	1969	17	17
28 portable power modules	Various	Oil	2000	56	56
				1,306	1,306
WIND:
Rolling Hills	Massena, IA	Wind	2011	443	443
Pomeroy	Pomeroy, IA	Wind	2007-2011	286	286
Lundgren	Otho, IA	Wind	2014	250	250
Century	Blairsburg, IA	Wind	2005-2008	200	200
Eclipse	Adair, IA	Wind	2012	200	200
Intrepid	Schaller, IA	Wind	2004-2005	176	176
Adair	Adair, IA	Wind	2008	175	175
Walnut	Walnut, IA	Wind	2008	150	150
Carroll	Carroll, IA	Wind	2008	150	150
Vienna	Marshalltown, IA	Wind	2012-2013	150	150
Wellsburg	Wellsburg, IA	Wind	2014	139	139
Laurel	Laurel, IA	Wind	2011	120	120
Macksburg	Macksburg, IA	Wind	2014	119	119
Morning Light	Adair, IA	Wind	2012	100	100
Victory	Westside, IA	Wind	2006	99	99
Charles City	Charles City, IA	Wind	2008	75	75
				2,832	2,832
NUCLEAR:
Quad Cities Nos. 1 and 2	Cordova, IL	Uranium	1972	1,816	454

OTHER:
Moline Nos. 1-4	Moline, IL	Hydroelectric	1941	2	2

Total Available Generating Capacity				10,734	7,938

PROJECTS UNDER CONSTRUCTION ^:
Various wind projects				625	625
				11,359	8,563

(1)


(2)	MidAmerican Energy currently anticipates retiring Walter Scott Jr. Unit Nos. 1 and 2 (124 MWs owned) by April 15, 2015, and George Neal Unit Nos. 1 and 2 (394 MWs owned) by April 15, 2016. Refer to "Environmental Laws and Regulations" in Item 7 of this Form 10-K for further discussion.


(3)	MidAmerican Energy currently plans to limit Riverside Unit No. 5 to natural gas combustion by March 31, 2015. Refer to "Environmental Laws and Regulations" in Item 7 of this Form 10-K for further discussion.

The following table shows the percentages of MidAmerican Energy's total energy supplied by energy source for the years ended December 31:



	2014		2013		2012

Coal	55	%	55	%	58	%
Nuclear	12		12		11
Natural gas	—		1		2
Wind and other ⁽¹⁾	24		22		19
Total energy generated	91		90		90
Energy purchased - short-term contracts and other	7		9		8
Energy purchased - long-term contracts (renewable) ⁽¹⁾	1		—		1
Energy purchased - long-term contracts (non-renewable)	1		1		1
	100	%	100	%	100	%


(1)	All or some of the renewable energy attributes associated with generation from these generating facilities and purchases may be: (a) used in future years to comply with RPS or other regulatory requirements, (b) sold to third parties in the form of renewable energy credits or other environmental commodities, or (c) excluded from energy purchased.

MidAmerican Energy is required to have resources available to continuously meet its customer needs. The percentage of MidAmerican Energy's energy supplied by energy source varies from year to year and is subject to numerous operational and economic factors such as planned and unplanned outages, fuel commodity prices, fuel transportation costs, weather, environmental considerations, transmission constraints, and wholesale market prices of electricity. When factors for one energy source are less favorable, MidAmerican Energy must place more reliance on other energy sources. For example, MidAmerican Energy can generate more electricity using its low cost wind-powered generating facilities when factors associated with these facilities are favorable. When factors associated with wind resources are less favorable, MidAmerican Energy must increase its reliance on more expensive generation or purchased electricity. MidAmerican Energy manages certain risks relating to its supply of electricity and fuel requirements by entering into various contracts, which may be accounted for as derivatives, which may include forwards, futures, options, swaps and other agreements. Refer to "General Regulation" in Item 1 of this Form 10-K for a discussion of energy cost recovery by jurisdiction and to Item 7A in this Form 10-K for a discussion of commodity price risk and derivative contracts.

All of the coal-fueled generating facilities operated by MidAmerican Energy are fueled by low-sulfur, western coal from the Powder River Basin in northeast Wyoming. MidAmerican Energy's coal supply portfolio includes multiple suppliers and mines under short-term and multi-year agreements of varying terms and quantities through 2018. MidAmerican Energy believes supply from these sources are presently adequate and available to meet MidAmerican Energy's needs. MidAmerican Energy's coal supply portfolio has substantially all of its expected 2015 requirements under fixed-price contracts. MidAmerican Energy regularly monitors the western coal market for opportunities to enhance its coal supply portfolio.

MidAmerican Energy has a multi-year long-haul coal transportation agreement with BNSF Railway Company ("BNSF"), an affiliate company, for the delivery of coal to all of the MidAmerican Energy-operated coal-fueled generating facilities other than the George Neal Energy Center. Under this agreement, BNSF delivers coal directly to MidAmerican Energy's Walter Scott, Jr. Energy Center and to an interchange point with Canadian Pacific Railway for short-haul delivery to the Louisa and Riverside Energy Center. MidAmerican Energy has a multi-year long-haul coal transportation agreement with Union Pacific Railroad Company for the delivery of coal to the George Neal Energy Center.

MidAmerican Energy is a 25% joint owner of Quad Cities Generating Station Units 1 and 2 ("Quad Cities Station"), a nuclear power plant. Exelon Generation Company, LLC ("Exelon Generation"), the 75% joint owner and the operator of Quad Cities Station, is a subsidiary of Exelon Corporation. Approximately one-third of the nuclear fuel assemblies in each reactor core at Quad Cities Station is replaced every 24 months. MidAmerican Energy has been advised by Exelon Generation that the following requirements for Quad Cities Station can be met under existing supplies or commitments: uranium requirements through 2018 and partial requirements through 2020; uranium conversion requirements through 2020 and partial requirements through 2021; enrichment requirements through 2017 and partial requirements through 2028; and fuel fabrication requirements through 2022. MidAmerican Energy has been advised by Exelon Generation that it does not anticipate it will have difficulty in contracting for uranium, uranium conversion, enrichment or fabrication of nuclear fuel needed to operate Quad Cities Station during these time periods.

MidAmerican Energy uses natural gas and oil as fuel for intermediate and peak demand electric generation, igniter fuel, transmission support and standby purposes. These sources are presently in adequate supply and available to meet MidAmerican Energy's needs.

MidAmerican Energy owns more wind-powered generating capacity than any other United States rate-regulated electric utility and believes wind-powered generation offers a viable, economical and environmentally prudent means of supplying electricity and complying with laws and regulations. Pursuant to ratemaking principles approved by the IUB, all of MidAmerican Energy's wind-powered generating facilities in-service at December 31, 2014 are authorized to earn a fixed rate of return on equity over their useful lives ranging from 11.625% to 12.2% in any future Iowa rate proceeding. Renewable resources have low to no emissions and require little or no fossil fuel. MidAmerican Energy's wind-powered generating facilities are eligible for federal renewable electricity production tax credits for 10 years from the date the facilities are placed in-service. Production tax credits for MidAmerican Energy's wind-powered generating facilities currently in-service, began expiring in 2014, with final expiration in 2024.

MidAmerican Energy sells and purchases electricity and ancillary services related to its generation and load in wholesale markets pursuant to the tariffs in those markets. MidAmerican Energy participates predominantly in the MISO energy and ancillary service markets, which provide MidAmerican Energy with wholesale opportunities over a large market area. MidAmerican Energy can enter into wholesale bilateral transactions in addition to market activity related to its assets. MidAmerican Energy is authorized to participate in the Southwest Power Pool, Inc. and PJM Interconnection, L.L.C. ("PJM") markets and can contract with several other major transmission-owning utilities in the region. MidAmerican Energy can utilize both financial swaps and physical fixed-price electricity sales and purchases contracts to reduce its exposure to electricity price volatility.

Transmission and Distribution

MidAmerican Energy's transmission and distribution systems included 3,800 miles of transmission lines, 37,800 miles of distribution lines and 380 substations as of December 31, 2014 . Electricity from MidAmerican Energy's generating facilities and purchased electricity is delivered to wholesale markets and its retail customers via the transmission facilities of MidAmerican Energy and others. MidAmerican Energy participates in the MISO energy and ancillary services markets as a transmission-owning member and, accordingly, operates its transmission assets at the direction of the MISO. The MISO manages its energy and ancillary service markets using reliability-constrained economic dispatch of the region's generation. For both the day-ahead and real-time (every five minutes) markets, the MISO analyzes generation commitments to provide market liquidity and transparent pricing while maintaining transmission system reliability by minimizing congestion and maximizing efficient energy transmission. Additionally, through its FERC-approved open access transmission tariff ("OATT"), the MISO performs the role of transmission service provider throughout the MISO footprint and administers the long-term planning function. Costs of the MISO and related costs of the participants are shared among the participants through a number of mechanisms in accordance with the MISO tariff.

Regulated Natural Gas Operations

MidAmerican Energy is engaged in the procurement, transportation, storage and distribution of natural gas for customers in its service territory. MidAmerican Energy purchases natural gas from various suppliers and contracts with interstate natural gas pipelines for transportation of the gas to MidAmerican Energy's service territory and for storage and balancing services. MidAmerican Energy sells natural gas and delivery services to end-use customers on its distribution system; sells natural gas to other utilities, municipalities and energy marketing companies; and transports natural gas through its distribution system for end-use customers who have independently secured their supply of natural gas. During 2014 , 48% of the total natural gas delivered through MidAmerican Energy's distribution system was associated with transportation service.

Customers

The percentages of natural gas sold to retail customers by jurisdiction for the years ended December 31 were as follows:



	2014		2013		2012

Iowa	77	%	76	%	76	%
South Dakota	12		13		13
Illinois	10		10		10
Nebraska	1		1		1
	100	%	100	%	100	%

The percentages of natural gas sold to retail and wholesale customers by class of customer, total Dth of natural gas sold, total Dth of transportation service and the average number of retail customers for the years ended December 31 were as follows:



	2014		2013		2012

Residential	49	%	46	%	41	%
Commercial ⁽¹⁾	24		24		21
Industrial ⁽¹⁾	5		4		5
Total retail	78		74		67
Wholesale ⁽²⁾	22		26		33
	100	%	100	%	100	%

Total Dth of natural gas sold (in thousands)	115,209		115,857		99,453
Total Dth of transportation service (in thousands)	82,314		78,208		73,675
Total average number of retail customers (in thousands)	726		719		714


(1)	Commercial and industrial customers are classified primarily based on the nature of their business and natural gas usage. Commercial customers are non-residential customers that use natural gas principally for heating. Industrial customers are non-residential customers that use natural gas principally for their manufacturing processes.


(2)	Wholesale sales are generally made to other utilities, municipalities and energy marketing companies for eventual resale to end-use customers.

There are seasonal variations in MidAmerican Energy's regulated natural gas business that are principally due to the use of natural gas for heating. Typically, 50-60% of MidAmerican Energy's regulated natural gas revenue is reported in the months of January, February, March and December.

On January 6, 2014, MidAmerican Energy recorded its all-time highest peak-day delivery through its distribution system of 1,281,762 Dth. This peak-day delivery consisted of 69% traditional retail sales service and 31% transportation service. MidAmerican Energy's 2014/2015 winter heating season peak-day delivery as of February 6, 2015, was 1,128,779 Dth reached on January 7, 2015. This preliminary peak-day delivery included 70% traditional retail sales service and 30% transportation service.

Fuel Supply and Capacity

MidAmerican Energy uses several strategies designed to maintain a reliable natural gas supply and reduce the impact of volatility in natural gas prices on its regulated retail natural gas customers. These strategies include the purchase of a geographically diverse supply portfolio from producers and third party energy marketing companies, the use of leased storage and LNG peaking facilities, the use of financial derivatives to fix the price on a portion of the anticipated natural gas requirements of MidAmerican Energy's customers, and the maintenance of regulatory arrangements to share savings and costs with customers. Refer to "General Regulation" in Item 1 of this Form 10-K for a discussion of the purchased gas adjustment clauses ("PGA").

MidAmerican Energy contracts for firm natural gas pipeline capacity to transport natural gas from key production areas and liquid market centers to its service territory through direct interconnects to the pipeline systems of several interstate natural gas pipeline systems, including Northern Natural Gas, an affiliate company. MidAmerican Energy has multiple pipeline interconnections into several larger markets within its distribution system. Multiple pipeline interconnections create competition among pipeline suppliers for transportation capacity to serve those markets, thus reducing costs. In addition, multiple pipeline interconnections increase delivery reliability and give MidAmerican Energy the ability to optimize delivery of the lowest cost supply from the various production areas and liquid market centers into these markets. Benefits to MidAmerican Energy's distribution system customers are shared among all jurisdictions through a consolidated PGA.

MidAmerican Energy utilizes natural gas storage leased from the interstate pipelines to meet retail customer requirements, manage fluctuations in demand due to changes in weather and other usage factors and manage variation in seasonal natural gas pricing. MidAmerican Energy typically withdraws natural gas from storage during the heating season when customer demand is historically at its peak and injects natural gas into storage during off-peak months when customer demand is historically lower than during the heating season. MidAmerican Energy also utilizes its three LNG facilities to meet peak day demands during the winter heating season. The leased storage and LNG facilities reduce MidAmerican Energy's dependence on natural gas purchases during the volatile winter heating season and can deliver approximately 50% of MidAmerican Energy's anticipated retail sales requirements on a peak winter day.

Natural gas property consists primarily of natural gas mains and services lines, meters, and related distribution equipment, including feeder lines to communities served from natural gas pipelines owned by others. The natural gas distribution facilities of MidAmerican Energy included 23,000 miles of natural gas main and service lines as of December 31, 2014 .

Demand-side Management

MidAmerican Energy has provided a comprehensive set of DSM programs to its Iowa electric and gas customers since 1990 and to customers in its other jurisdictions in more recent years. The programs are designed to reduce energy consumption and more effectively manage when energy is used, including management of seasonal peak loads. Current programs offer services to customers such as energy engineering audits and information on how to improve the efficiency of their homes and businesses. To assist customers in investing in energy efficiency, MidAmerican Energy offers rebates or incentives encouraging the purchase and installation of high-efficiency equipment such as lighting, heating and cooling equipment, weatherization, motors, process equipment and systems, as well as incentives for efficient construction. Incentives are also paid to residential customers who participate in the air conditioner load control program and nonresidential customers who participate in the nonresidential load management program. Although subject to prudence reviews, state regulations allow for contemporaneous recovery of costs incurred for the DSM programs through state-specific energy efficiency service charges paid by all retail electric and gas customers. During 2014 , $106 million was expended on MidAmerican Energy's DSM programs resulting in estimated first-year energy savings of 261,000 MWh of electricity and 653,000 Dth of natural gas and an estimated peak load reduction of 319 MW of electricity and 7,345 Dth per day of natural gas.

NV Energy

General

NV Energy, an indirect wholly owned subsidiary of BHE acquired on December 19, 2013 ("NV Energy Transaction"), is an energy holding company headquartered in Nevada whose principal subsidiaries are Nevada Power and Sierra Pacific. Nevada Power is a United States regulated electric utility company and Sierra Pacific is a United States regulated electric and natural gas utility company. The Nevada Utilities serve 1.2 million regulated retail electric customers in Nevada, primarily in Las Vegas and Reno/Sparks, and 0.2 million regulated retail and transportation natural gas customers in northern Nevada, primarily in Reno/Sparks. The Nevada Utilities are principally engaged in the business of generating, transmitting, distributing and selling electricity and, in the case of Sierra Pacific, in distributing, selling and transporting natural gas. Natural gas property consists primarily of natural gas mains and services lines, meters, and related distribution equipment, including feeder lines to communities served from natural gas pipelines owned by others. The natural gas distribution facilities of Sierra Pacific included 3,200 miles of natural gas mains and service lines as of December 31, 2014. The Nevada Utilities' combined service territory covers approximately 46,000 square miles. Principal industries served by the Nevada Utilities include gaming, mining, recreation, warehousing, manufacturing and government. In addition to retail sales and natural gas transportation, the Nevada Utilities sell electricity and natural gas to other utilities, municipalities and energy marketing companies on a wholesale basis.

The Nevada Utilities' regulated electric and natural gas operations are conducted under numerous nonexclusive franchise agreements, revocable permits and licenses obtained from federal, state and local authorities. The expiration of these franchise agreements range from 2015 through 2032. In addition, the Nevada Utilities operate under certificates of public convenience and necessity as regulated by the PUCN, and as such the Nevada Utilities have an obligation to provide electricity service to those customers within their service territory. In return, the PUCN has established rates on a cost-of-service basis, which are designed to allow the Nevada Utilities an opportunity to recover their costs of providing services and to earn a reasonable return on their investment.

The percentages of NV Energy's operating revenue derived from the following business activities for the years ended December 31 were as follows:



	2014		2013		2012

Regulated electric	96	%	96	%	96	%
Regulated gas	4		4		4
	100	%	100	%	100	%

Regulated Electric Operations

Customers

Electricity sold to retail and wholesale customers by class of customer and the average number of retail customers for the years ended December 31 were as follows:



	2014			2013			2012
GWh sold:
Residential	11,191	37	%	11,382	38	%	11,382	37	%
Commercial	7,433	25		7,374	24		7,430	24
Industrial	10,355	35		10,351	34		10,373	34
Other	227	1		228	1		234	1
Total retail	29,206	98		29,335	97		29,419	96
Wholesale	665	2		911	3		1,069	4
Total GWh sold	29,871	100	%	30,246	100	%	30,488	100	%

Average number of retail customers (in thousands):
Residential	1,055	88	%	1,036	87	%	1,026	87	%
Commercial	148	12		149	13		146	13
Industrial	2	—		2	—		2	—
Total	1,205	100		1,187	100		1,174	100

In addition to the variations in weather from year to year, fluctuations in economic conditions within the service territory and elsewhere can impact customer usage, particularly for gaming, mining and wholesale customers. Wholesale sales are impacted by market prices for energy relative to the incremental cost to generate power.

There are seasonal variations in the Nevada Utilities' electric business that are principally related to the use of electricity for air conditioning and the related effects of weather. Typically, 35-50% of the Nevada Utilities' regulated electric revenue is reported in the months of June, July, August and September.

The annual hourly peak customer demand on the Nevada Utilities' electric systems occurs as a result of air conditioning use during the cooling season. Peak demand represents the highest demand on a given day and at a given hour. On July 1, 2014, retail customer usage of electricity caused an hourly peak demand of 5,572 MW on Nevada Power's electric distribution system, which is 282 MW less than the record hourly peak demand of 5,854 MW set July 2, 2013. On July 14, 2014, Sierra Pacific's retail customer usage of electricity caused a record hourly peak demand of 1,761 MW on Sierra Pacific's electric distribution system.

Generating Facilities and Fuel Supply

The Nevada Utilities have ownership interest in a diverse portfolio of generating facilities. The following table presents certain information regarding the Nevada Utilities' owned generating facilities as of December 31, 2014:



				Facility	Net Owned
				Net Capacity	Capacity
Generating Facility	Location	Energy Source	Installed	(MW) ⁽¹⁾	(MW) ⁽¹⁾
COAL:
Valmy Unit Nos. 1 and 2	Valmy, NV	Coal	1981-1985	522	261
Reid Gardner Unit No. 4 ⁽²⁾	Moapa, NV	Coal	1983	257	257
Navajo Unit Nos. 1, 2 and 3 ⁽²⁾	Page, AZ	Coal	1974-1976	2,250	255
				3,029	773
NATURAL GAS:
Clark	Las Vegas, NV	Natural Gas	1973-2008	1,103	1,103
Lenzie	Las Vegas, NV	Natural gas	2006	1,102	1,102
Tracy	Sparks, NV	Natural gas/oil	1974-2008	753	753
Harry Allen	Las Vegas, NV	Natural gas	1995-2011	628	628
Higgins	Primm, NV	Natural gas	2004	530	530
Silverhawk	Las Vegas, NV	Natural gas	2004	520	390
Las Vegas	Las Vegas, NV	Natural gas	1994-2003	272	272
Ft. Churchill	Yerrington, NV	Natural gas/oil	1968-1971	226	226
Sun Peak	Las Vegas, NV	Natural gas	1991	210	210
Clark Mountain	Sparks, NV	Natural gas	1994	132	132
				5,476	5,346
OTHER:
Goodsprings	Goodsprings, NV	Waste heat	2010	5	5

Total Available Generating Capacity				8,510	6,124

PROJECTS UNDER CONSTRUCTION:
Nellis	Las Vegas, NV	Solar		15	15
				8,525	6,139

(1)


(2)	The Company currently anticipates retiring Reid Gardner Unit No. 4 in December 2017 and Navajo Unit Nos. 1, 2 and 3 in 2019. Reid Gardner Unit Nos. 1, 2 and 3 were retired in December 2014. Refer to "Environmental Laws and Regulations" in Item 7 of this Form 10-K for further discussion.

The following table shows the percentages of the Nevada Utilities' total energy supplied by energy source for the years ended December 31:



	2014		2013		2012

Natural gas	53	%	58	%	59	%
Coal	20		14		10
Total energy generated	73		72		69
Energy purchased - short-term contracts and other	1		3		6
Energy purchased - long-term contracts (renewable) ⁽¹⁾	10		10		13
Energy purchased - long-term contracts (non-renewable)	16		15		12
	100	%	100	%	100	%


(1)	All or some of the renewable energy attributes associated with renewable energy purchased may be: (a) used in future years to comply with RPS or other regulatory requirements, (b) sold to third parties in the form of RECs or other environmental commodities, or (c) excluded from energy purchased.

Nevada Utilities' are required to have resources available to continuously meet their customer needs. The percentage of the Nevada Utilities' energy supplied by energy source varies from year-to-year and is subject to numerous operational and economic factors such as planned and unplanned outages; fuel commodity prices; fuel transportation costs; weather; environmental considerations; transmission constraints; and wholesale market prices of electricity. The Nevada Utilities evaluate these factors continuously in order to facilitate economical dispatch of their generating facilities. When factors for one energy source are less favorable, the Nevada Utilities must place more reliance on other energy sources. As long as the Nevada Utilities purchases are deemed prudent by the PUCN, through their annual prudency review, the Nevada Utilities are permitted to recover the cost of fuel and purchased power. The Nevada Utilities also have the ability to reset quarterly base tariff rates based on the last twelve months fuel costs and purchased power and to reset quarterly deferred energy annual adjustments.

In response to these energy supply challenges, the Nevada Utilities have adopted an approach to managing the energy supply function that has three primary elements. The first element is a set of management guidelines to procuring and optimizing the supply portfolio that is consistent with the requirements of a load serving entity with a full requirements obligation. The second element is an energy risk management and risk control approach that ensures clear separation of roles between the day-to-day management of risks and compliance monitoring and control and ensures clear distinction between policy setting (or planning) and execution. Lastly, the Nevada Utilities pursue a process of ongoing regulatory involvement and acknowledgment of the resource portfolio management plans.

The Nevada Utilities have entered into multiple long-term power purchase contracts (three or more years) with suppliers that generate electricity utilizing natural gas and renewable resources with a total nameplate capacity of 2,459 MW and contract termination dates ranging from 2016 to 2040. Included in these contracts are 1,049 MW of nameplate capacity of renewable energy, of which 178 MW of nameplate capacity are under development or construction and not currently available.

To secure natural gas supplies for the generating facilities the Nevada Utilities either own, have under long-term contract (tolling arrangements) or for Sierra Pacific's regulated natural gas operations, the Nevada Utilities contract for firm winter, summer, and annual natural gas supplies with numerous domestic and Canadian suppliers. In 2014 , natural gas supply net purchases averaged 396,587 Dth per day, with the winter period contracts averaging 371,705 Dth per day and the summer period contracts averaging 422,001 Dth per day. The Nevada Utilities believe supplies from these sources are presently adequate and available to meet their needs.

The Nevada Utilities contract for firm natural gas pipeline capacity to transport natural gas from production areas to their service territory through direct interconnects to the pipeline systems of several interstate natural gas pipeline systems, including Kern River, an affiliated company. The Nevada Utilities utilize natural gas storage leased from interstate pipelines to meet retail customer requirements and to manage the daily changes in demand due to changes in weather and other usage factors. The storage gas is typically replaced during off-peak months when the demand for natural gas is historically lower than during the heating season.

Nevada Power has no coal commitments for Reid Gardner Unit No. 4 for 2015 or beyond and will rely on spot market solicitations for any coal supplies needed during 2015. The coal supply plan has the overall goal of eliminating its coal pile by the end of 2017. The rail transportation service contract between Nevada Power and Union Pacific Railroad Company expired December 31, 2014. This contract contained a volume shortfall provision in which the Company incurred and accrued. The Navajo Generating Station, jointly owned by Nevada Power along with five other entities and operated by Salt River Project, has a coal sales agreement that extends through 2019. Sierra Pacific has a long-term coal contract for the Valmy Generating Station that expires December 31, 2015. The Nevada Utilities manage their coal supplies based on anticipated needs and through various arrangements, including spot purchases and long- and short-term contracts. The Nevada Utilities regularly monitor the western coal market for opportunities to enhance their coal supply portfolios.

Transmission and Distribution

The Nevada Utilities' transmission system is part of the Western Interconnection, which includes the interconnected transmission systems of 14 western states, two Canadian provinces and parts of Mexico. The Nevada Utilities' transmission system, together with contractual rights on other transmission systems, enables the Nevada Utilities to integrate and access generation resources to meet their customer load requirements. The Nevada Utilities' transmission and distribution systems included approximately 4,100 miles of transmission lines, 41,300 miles of distribution lines and 400 substations as of December 31, 2014.

On December 31, 2013, the Nevada Utilities completed construction and placed in-service a 231 mile, 500-kV transmission line connecting the Nevada Utilities' northern and southern service territories ("ON Line"). ON Line has enabled the Nevada Utilities to optimize their generation assets by enhancing their transmission capabilities. ON Line provides the ability to jointly dispatch energy throughout Nevada and provide access to renewable energy resources in parts of northern and eastern Nevada, which will enhance the Nevada Utilities ability to manage and optimize their generating facilities. ON Line provides between 600 and 800 MW of transfer capability between northern and southern Nevada. ON Line was a joint project between the Nevada Utilities and Great Basin Transmission, LLC. With the completion of ON Line, the parties completed construction of a 500-kV interconnection between the Robinson Summit substation on the Sierra Pacific system and the Harry Allen substation on the Nevada Power system. The Nevada Utilities own a 25% interest in ON Line and have entered into a long-term transmission use agreement with Great Basin Transmission, LLC for its 75% interest in ON Line for a term of 41 years.

Energy Imbalance Market

The Nevada Utilities have announced plans to join the EIM in October 2015. The EIM is expected to reduce costs to serve customers through more efficient dispatch of a larger and more diverse pool of resources, more effectively integrate renewables and enhance reliability through improved situational awareness and responsiveness. In today's environment, utilities in the Western United States outside the EIM footprint rely upon a combination of automated and manual dispatch within the hour to balance generation and load to maintain reliable supply and have limited capability to transact within the hour outside their own borders. In contrast, the EIM expands the real-time component of the California ISO to optimize and balance electricity supply and demand every five minutes across the EIM footprint. EIM market participants submit bids to the California ISO market operator before each hour for each generating resource they choose to be dispatched by the market. Each bid is comprised of a dispatchable operating range, ramp rate and prices across the operating range. The California ISO market operator uses sophisticated technology to select the least-cost resources to meet demand and send simultaneous dispatch signals to every participating generator across the EIM footprint every five minutes. In addition to generation resource bids, the California ISO market operator also receives continuous real-time updates of transmission grid network, meteorological and load forecast information that it uses to optimize dispatch instructions. The EIM is voluntary and available to all balancing authorities in the Western United States. Benefits to customers are expected to increase with renewable resource expansion and as more entities join the EIM bringing incremental diversity.

The PUCN's final order approving the merger between BHE and NV Energy stipulated that the Nevada Utilities would obtain PUCN authorization prior to participating in an EIM. In April 2014, the Nevada Utilities filed an application to amend their portfolio optimization procedures contained in the PUCN-approved energy supply plan to include EIM starting October 2015. The amendment reflects the Nevada Utilities' participation in the EIM that is being established by the California ISO. The filing requested the PUCN to determine that the amended energy supply plan balances the objectives of minimizing the cost of supply and retail price volatility, maximizes the reliability of supply over the remaining term of the plan, optimizes the value of the overall supply portfolio of the Nevada Utilities for the benefit of bundled retail customers and does not contain any features or mechanisms that the PUCN finds would impair the restoration or the creditworthiness of the Nevada Utilities. The PUCN issued an order in August 2014 finding that it is in the public interest to grant the application and that NV Energy met the merger stipulation requirement to obtain PUCN approval prior to participating in an EIM. In April 2014, the California ISO filed the Implementation Agreement entered into by the Nevada Utilities and the California ISO. The Implementation Agreement provides the mechanism by which the Nevada Utilities will compensate the California ISO for their share of the costs to upgrade systems, software licenses and other configuration activities. The Implementation Agreement was approved by the FERC in June 2014.

Future Generation

The Nevada Utilities file IRPs every three years, and as necessary, may file amendments to their IRPs. IRPs are prepared in compliance with Nevada laws and regulations and cover a 20-year period. IRPs develop a comprehensive, integrated plan that considers customer energy requirements and propose the resources to meet those requirements in a manner that is consistent with prevailing market fundamentals. The ultimate goal of the IRPs is to balance the objectives of minimizing costs and reducing volatility while reliably meeting the electric needs of Nevada Power's and Sierra Pacific's customers. Projects approved through the IRP process still remain subject to review by the PUCN. Nevada Power and Sierra Pacific are scheduled to file a triennial IRP before July 1, 2015 and 2016, respectively.

Demand-side Management

The Nevada Utilities have provided a comprehensive set of energy efficiency, demand response and conservation programs to their Nevada electric customers. The programs are designed to reduce energy consumption and more effectively manage when energy is used, including management of seasonal peak loads. Current programs offer services to customers such as energy engineering audits and information on how to improve the efficiency of their homes and businesses. To assist customers in investing in energy efficiency, the Nevada Utilities offer rebates or incentives encouraging the purchase and installation of high-efficiency equipment such as lighting, heating and cooling equipment, weatherization, motors, process equipment and systems, as well as incentives for efficient construction. Incentives are also paid to residential customers who participate in the air conditioner load control program and nonresidential customers who participate in the nonresidential load management program. Energy efficiency program costs are recovered through annual rates set by the PUCN, and adjusted based on the Nevada Utilities' annual filing to recover current program costs and any over or under collections from the prior filing, subject to prudence review. During 2014 , the Nevada Utilities spent $47 million on their energy efficiency programs, resulting in an estimated 194,999 MWh of electric energy savings and an estimated 40 MW of electric peak load management.

Northern Powergrid

Northern Powergrid , an indirect wholly owned subsidiary of BHE , is a holding company which owns two companies that distribute electricity in Great Britain, Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc. In addition to the Northern Powergrid Distribution Companies, Northern Powergrid also owns an engineering contracting business that provides electrical infrastructure contracting services primarily to third parties and a hydrocarbon exploration and development business that is focused on developing integrated upstream gas projects in Europe and Australia.

The Northern Powergrid Distribution Companies serve 3.9 million end-users and operate in the north-east of England from North Northumberland through Tyne and Wear, County Durham and Yorkshire to North Lincolnshire, an area covering 10,000 square miles. The principal function of the Northern Powergrid Distribution Companies is to build, maintain and operate the electricity distribution network through which the end-user receives a supply of electricity.

The Northern Powergrid Distribution Companies receive electricity from the national grid transmission system and from generators that are directly connected to the distribution network and distribute it to end-users' premises using their networks of transformers, switchgear and distribution lines and cables. Substantially all of the end-users in the Northern Powergrid Distribution Companies' distribution service areas are directly or indirectly connected to the Northern Powergrid Distribution Companies' networks and electricity can only be delivered to these end-users through their distribution systems, thus providing the Northern Powergrid Distribution Companies with distribution volumes that are relatively stable from year to year. The Northern Powergrid Distribution Companies charge fees for the use of their distribution systems to the suppliers of electricity and to generators that are connected to their networks.

The suppliers purchase electricity from generators, sell the electricity to end-user customers and use the Northern Powergrid Distribution Companies' distribution networks pursuant to an industry standard "Distribution Connection and Use of System Agreement." One supplier, RWE Npower PLC and certain of its affiliates, represented 25 % of the total combined distribution revenue of the Northern Powergrid Distribution Companies during 2014 . Variations in demand from end-users can affect the revenues that are received by the Northern Powergrid Distribution Companies in any year, but such variations have no effect on the total revenue that the Northern Powergrid Distribution Companies are allowed to recover in a price control period. Under- or over-recoveries against price-controlled revenues are carried forward into prices for future years.

The service territory features a diverse economy with no dominant sector. The mix of rural, agricultural, urban and industrial areas covers a broad customer base ranging from domestic usage through farming and retail to major industry including automotives, chemicals, mining, steelmaking and offshore marine construction. The industry within the area is concentrated around the principal centers of Newcastle, Middlesbrough, Sheffield and Leeds.

The price controlled revenue of the regulated distribution companies is set out in the special conditions of the licenses of those companies. The licenses are enforced by the regulator, the Gas and Electricity Markets Authority through its office of gas and electric markets (known as "Ofgem") and limit increases (or may require decreases) based upon the rate of inflation, other specified factors and other regulatory action. Changes to the price controls can be made by the regulator, but if a licensee disagrees with a change to its license it can appeal the matter to the United Kingdom's Competition and Markets Authority. It has been the convention in Great Britain for regulators to conduct periodic regulatory reviews before making proposals for any changes to the price controls. The current electricity distribution price control became effective April 1, 2010 and is expected to continue through March 31, 2015. Ofgem has set the next price control for the eight-year period from April 1, 2015 to March 31, 2023. The Northern Powergrid Distribution Companies resubmitted their business plans for the next price control period to Ofgem in March 2014, following feedback from Ofgem on their initial submission in July 2013, with final determinations published in November 2014. The remaining necessary step for this price control to be effective is the statutory modification of the license, which was published by Ofgem on February 3, 2015 and will be final on March 3, 2015.

GWh and percentages of electricity distributed to end-users and the total number of end-users as of and for the years ended December 31 were as follows:



	2014			2013			2012
Northern Powergrid (Northeast) Limited:
Residential	5,161	34	%	5,379	35	%	5,525	36	%
Commercial	2,393	16	%	2,485	16		2,513	16
Industrial	7,181	48	%	7,166	47		7,058	46
Other	262	2	%	269	2		295	2
	14,997	100	%	15,299	100	%	15,391	100	%

Northern Powergrid (Yorkshire) plc:
Residential	7,481	35	%	7,812	35	%	8,054	36	%
Commercial	3,347	16		3,501	16		3,525	16
Industrial	10,486	48		10,793	48		10,755	47
Other	322	1		313	1		311	1
	21,636	100	%	22,419	100	%	22,645	100	%

Total electricity distributed	36,633			37,718			38,036

Number of end-users (in thousands):
Northern Powergrid (Northeast) Limited	1,593			1,588			1,585
Northern Powergrid (Yorkshire) plc	2,286			2,279			2,274
	3,879			3,867			3,859

As of December 31, 2014 , the Northern Powergrid Distribution Companies' combined electricity distribution network included 18,000 miles of overhead lines, 40,000 miles of underground cables and 725 major substations.

BHE Pipeline Group

The BHE Pipeline Group consists of BHE 's interstate natural gas pipeline companies, Northern Natural Gas and Kern River .

Northern Natural Gas

Northern Natural Gas, an indirect wholly owned subsidiary of BHE , owns the largest interstate natural gas pipeline system in the United States, as measured by pipeline miles, which reaches from southern Texas to Michigan's Upper Peninsula. Northern Natural Gas primarily transports and stores natural gas for utilities, municipalities, gas marketing companies, industrial and commercial users and other end-users. Northern Natural Gas' pipeline system consists of two operationally integrated systems. Its traditional end-use and distribution market area in the northern part of its system, referred to as the Market Area, includes points in Iowa, Nebraska, Minnesota, Wisconsin, South Dakota, Michigan and Illinois. Its natural gas supply and delivery service area in the southern part of its system, referred to as the Field Area, includes points in Kansas, Texas, Oklahoma and New Mexico. Northern Natural Gas' pipeline system consists of 14,700 miles of natural gas pipelines, including 6,300 miles of mainline transmission pipelines and 8,400 miles of branch and lateral pipelines, with a Market Area design capacity of 5.7 Bcf per day, a Field Area delivery capacity of 1.7 Bcf per day to the Market Area and over 73 Bcf of firm service and operational storage cycle capacity in five storage facilities. Northern Natural Gas' pipeline system is configured with approximately 2,300 active receipt and delivery points which are integrated with the facilities of LDCs. Many of Northern Natural Gas' LDC customers are part of combined utilities that also use natural gas as a fuel source for electric generation. Northern Natural Gas delivers over 0.9 Tcf of natural gas to its customers annually.

Northern Natural Gas' transportation rates and most of its storage rates are cost-based. These rates are designed to provide Northern Natural Gas with an opportunity to recover its costs of providing services and earn a reasonable return on its investments. In addition, Northern Natural Gas has market-based rates for certain of its firm storage contracts with contract terms that expire in 2028.

Operating revenue for the years ended December 31 was as follows (in millions):



	2014				2013				2012
Transportation:
Market Area	$	457	63	%	$	444	75	%	$	438	75	%
Field Area	100		14		64		11		60		10
Total transportation	557		77		508		86		498		85
Storage	61		8		58		10		67		11
Total transportation and storage revenue	618		85		566		96		565		96
Gas, liquids and other sales	106		15		27		4		20		4
Total operating revenue	$	724	100	%	$	593	100	%	$	585	100	%

Substantially all of Northern Natural Gas' Market Area transportation revenue is generated from reservation charges, with the balance from usage charges. Northern Natural Gas transports natural gas primarily to local distribution markets and end-users in the Market Area. Northern Natural Gas provides service to 81 utilities, including MidAmerican Energy, an affiliate company, which serve numerous residential, commercial and industrial customers. Most of Northern Natural Gas' transportation capacity in the Market Area is committed to customers under firm transportation contracts, where customers pay Northern Natural Gas a monthly reservation charge for the right to transport natural gas through Northern Natural Gas' system. Reservation charges are required to be paid regardless of volumes transported or stored. As of December 31, 2014 , over 56% of Northern Natural Gas' customers' entitlement in the Market Area have terms beyond 2017. As of December 31, 2014 , the weighted average remaining contract term for Northern Natural Gas' Market Area firm transportation contracts is approximately five years.

Field Area customers consist primarily of energy marketing companies and midstream companies, which take advantage of the price spread opportunities created between Field Area supply points and the Field-Market Demarcation Point. In addition, there are a growing number of midstream customers that are delivering gas south to the Field Area Waha Hub market. The remaining Field Area transportation service is sold to power generators connected to Northern Natural Gas' system in Texas and New Mexico that are contracted on a long-term basis with terms that extend to at least 2018, and various LDCs, energy marketing companies and midstream companies for both connected and off-system markets.

Northern Natural Gas' storage services are provided through the operation of one underground natural gas storage field in Iowa, two underground natural gas storage facilities in Kansas and two LNG storage peaking units, one in Iowa and one in Minnesota. The three underground natural gas storage facilities and two LNG storage peaking units have a total firm service and operational storage cycle capacity of over 73 Bcf and over 1.7 Bcf per day of peak delivery capability. These storage facilities provide operational flexibility for the daily balancing of Northern Natural Gas' system and provide services to customers to meet their winter peaking and year-round load swing requirements.

Northern Natural Gas has 59.3 Bcf of firm storage contracts with its cost-based and market-based services. Firm storage contracts with cost-based rates, representing 51.3 Bcf, have an average remaining contract term of five years and are contracted at maximum tariff rates. The remaining firm storage contracts with market-based rates, representing 8.0 Bcf, have an average remaining contract term of thirteen years.

Except for quantities of natural gas owned and managed for operational and system balancing purposes, Northern Natural Gas does not own the natural gas that is transported through its system. The sale of natural gas for operational and system balancing purposes accounts for the majority of the remaining operating revenue.

During 2014 , Northern Natural Gas had three customers, including MidAmerican Energy, that each accounted for greater than 10% of its transportation and storage revenue and its ten largest customers accounted for 63% of its system-wide transportation and storage revenue. Northern Natural Gas has agreements to retain the vast majority of its three largest customers' volumes through at least 2017. The loss of any of these significant customers, if not replaced, could have a material adverse effect on Northern Natural Gas.

Northern Natural Gas is developing a new rate recovery mechanism to track and recover one-time capital expenditures made to modernize its Market Area pipeline system. The capital expenditures, up to $450 million, will retire and replace aging facilities to allow Northern Natural Gas to continue to ensure the reliable, safe and efficient operation of its pipeline system. The capital expenditures are expected to be incurred between 2016 and 2024 with rate recovery to begin the year following the calendar year in which the applicable facility was placed in-service. The rate structure of any such recovery mechanism requires shipper support and approval by the FERC.

Northern Natural Gas' extensive pipeline system, which is interconnected with many interstate and intrastate pipelines in the national grid system, has access to multiple major supply basins. Direct access is available from producers in the Anadarko, Permian and Hugoton basins, some of which have recently experienced increased production from shale and tight sands formations adjacent to Northern Natural Gas' pipeline. Since 2011, the pipeline has connected 1,595,000 Dth per day of supply access from the Wolfberry shale formation in west Texas and from the Granite Wash tight sands formations in the Texas panhandle and in Oklahoma. Additionally, Northern Natural Gas has interconnections with several interstate pipelines and several intrastate pipelines with receipt, delivery, or bi-directional capabilities. Because of Northern Natural Gas' location and multiple interconnections it is able to access natural gas from other key production areas, such as the Rocky Mountain and western Canadian basins. The Rocky Mountain basins are accessed through interconnects with Trailblazer Pipeline Company, Tallgrass Interstate Gas Transmission, LLC, Cheyenne Plains Gas Pipeline Company, LLC, Colorado Interstate Gas Company and Rockies Express Pipeline, LLC ("REX"). The western Canadian basins are accessed through interconnects with Northern Border Pipeline Company ("Northern Border"), Great Lakes Gas Transmission Limited Partnership ("Great Lakes") and Viking Gas Transmission Company ("Viking"). This supply diversity and access to both stable and growing production areas provides significant flexibility to Northern Natural Gas' system and customers.

Northern Natural Gas' system experiences significant seasonal swings in demand and revenue, with the highest demand typically occurring during the months of November through March. This seasonality provides Northern Natural Gas with opportunities to deliver additional value-added services, such as firm and interruptible storage services. As a result of Northern Natural Gas' geographic location in the middle of the United States and its many interconnections with other pipelines, Northern Natural Gas has the opportunity to augment its steady end user and LDC revenue by capitalizing on opportunities for shippers to reach additional markets, such as Chicago, Illinois, other parts of the Midwest, and Texas, through interconnects.

Kern River

Kern River , an indirect wholly owned subsidiary of BHE , owns an interstate natural gas pipeline system that extends from supply areas in the Rocky Mountains to consuming markets in Utah, Nevada and California. Kern River provided 23% of California's demand for natural gas in 2013. Kern River's pipeline system consists of 1,700 miles of natural gas pipelines, including 1,400 miles of mainline section and 300 miles of common facilities, with a design capacity of 2,166,575 Dth per day. Kern River owns the entire mainline section, which extends from the system's point of origination near Opal, Wyoming, through the Central Rocky Mountains area into Daggett, California. The mainline section consists of 1,300 miles of 36-inch diameter pipeline and 100 miles of various laterals that connect to the mainline. The common facilities are jointly owned by Kern River and Mojave Pipeline Company ("Mojave") as tenants-in-common, and ownership may increase or decrease pursuant to the capital contributions made by each respective joint owner. Kern River has exclusive rights to 1,613,400 Dth per day of the common facilities' capacity, and Mojave has exclusive rights to 414,000 Dth per day of capacity. Except for quantities of natural gas owned for operational purposes, Kern River does not own the natural gas that is transported through its system. Kern River's transportation rates are cost-based. The rates are designed to provide Kern River with an opportunity to recover its costs of providing services and earn a reasonable return on its investments.

98% of Kern River's design capacity of 2,166,575 Dth per day is contracted pursuant to long-term firm natural gas transportation service agreements, whereby Kern River receives natural gas on behalf of customers at designated receipt points and transports the natural gas on a firm basis to designated delivery points. In return for this service, each customer pays Kern River a fixed monthly reservation fee based on each customer's maximum daily quantity, which represents 94% of total operating revenue, and a commodity charge based on the actual amount of natural gas transported pursuant to its long-term firm natural gas transportation service agreements and Kern River's tariff.

These long-term firm natural gas transportation service agreements expire between February 2016 and April 2033 and have a weighted-average remaining contract term of nearly five years. Kern River's customers include electric utilities and natural gas distribution utilities, major oil and natural gas companies or affiliates of such companies, electricity generating companies, energy marketing and trading companies, and financial institutions. The utilities provide services in Utah, Nevada and California. As of December 31, 2014 , nearly 84% of the firm capacity under contract has primary delivery points in California, with the flexibility to access secondary delivery points in Nevada and Utah.

During 2014 , Kern River had one customer, Nevada Power Company, an affiliate company, who accounted for greater than 10% of its revenue. The loss of this significant customer, if not replaced, could have a material adverse effect on Kern River.

Competition

The Pipeline Companies compete with other pipelines on the basis of cost, flexibility, reliability of service and overall customer service, with the end-user's decision being made primarily on the basis of delivered price, which includes both the natural gas commodity cost and its transportation cost. Natural gas also competes with alternative energy sources, including coal, nuclear energy, wind, geothermal, solar and fuel oil. Legislation and governmental regulations, the weather, the futures market, production costs and other factors beyond the control of the Pipeline Companies influence the price of the natural gas commodity.

The natural gas industry is undergoing a significant shift in supply sources. Production from conventional sources continues to decline while production from unconventional sources, such as shale gas, is increasing. This shift will affect the supply patterns, the flows, the locational and seasonal natural gas price spreads and rates that can be charged on pipeline systems. The impact will vary among pipelines according to the location and the number of competitors attached to these new supply sources.

Electric power generation has been the source of most of the growth in demand for natural gas over the last 10 years, and this trend is expected to continue in the future. The growth of natural gas in this sector is influenced by regulation, new sources of natural gas, competition with other energy sources, primarily coal, and increased consumption of electricity as a result of economic growth. Short-term market shifts have been driven by relative costs of coal-fueled generation versus natural gas-fueled generation. A long-term market shift away from the use of coal in power generation could be driven by environmental regulations. The future demand for natural gas could be increased by regulations limiting or discouraging coal use. However, natural gas demand could potentially be adversely affected by laws mandating or encouraging renewable power sources that produce fewer GHG emissions than natural gas.

The Pipeline Companies ' ability to extend existing customer contracts, remarket expiring contracted capacity or market new capacity is dependent on competitive alternatives, the regulatory environment and the market supply and demand factors at the relevant dates these contracts are eligible to be renewed or extended. The duration of new or renegotiated contracts will be affected by current commodity and transportation prices, competitive conditions and customers' judgments concerning future market trends and volatility.

Subject to regulatory requirements, the Pipeline Companies attempt to recontract or remarket capacity at the maximum rates allowed under their tariffs, although at times the Pipeline Companies discount these rates to remain competitive. The Pipeline Companies ' existing contracts mature at various times and in varying amounts of entitlement. The Pipeline Companies manage the recontracting process to mitigate the risk of a significant negative impact on operating revenue.

Historically, the Pipeline Companies have been able to provide competitively priced services because of access to a variety of relatively low cost supply basins, cost control measures and the relatively high level of firm entitlement that is sold on a seasonal and annual basis, which lowers the per unit cost of transportation. To date, the Pipeline Companies have avoided significant pipeline system bypasses.

In December 2009, the FERC issued an order establishing revised rates for Kern River's initial long-term contracts ("Period One rates") and required that rates be established based on a levelized rate design for eligible customers that elect to take service following the expiration of their initial contracts ("Period Two rates"). The Period Two rates are lower because they are designed to recover only the remaining plant balances. Beginning in late 2011, certain of Kern River's contracts with Period One rates expired. To the extent that eligible customers elected not to contract for service at Period Two rates, the volumes were turned back and sold at market rates for varying terms. As of February 1, 2015, Kern River has sold 189,533 Dth per day of the total turned back volume of 231,878 Dth per day with terms of one year or greater. The remaining turned back capacity is sold on a short term basis at market rates.

Northern Natural Gas needs to compete aggressively to serve existing load and add new load. Northern Natural Gas has been successful in competing for a significant amount of the increased demand related to residential and commercial needs and the construction of new power plants and new fertilizer or other industrial plants. The growth related to utilities has historically been driven by population growth and increased commercial and industrial needs. Northern Natural Gas has been generally successful in negotiating increased transportation rates for customers who received discounted service when such contract terms are renegotiated and extended.

Northern Natural Gas' major competitors in the Market Area include ANR Pipeline Company, Northern Border, Natural Gas Pipeline Company of America LLC, Great Lakes and Viking. In the Field Area, where the vast majority of Northern Natural Gas' capacity is used for transportation services provided on a short-term firm basis, Northern Natural Gas competes with a large number of interstate and intrastate pipeline companies.

Northern Natural Gas' attractive competitive position relative to other pipelines in the upper Midwest was reinforced during the winter of 2013-2014. Northern Natural Gas' customers' ability to access multiple supply basins has been critical to customers managing their supply costs. Northern Natural Gas' Field Area has access to diverse Mid-Continent, Permian and Rockies supplies with resulting prices delivered to Market Area customers at Demarcation significantly less than their alternative supply source.

Northern Natural Gas expects the current level of Field Area contracting to continue in the foreseeable future, as Market Area customers presently need to purchase competitively-priced supplies from the Field Area to support their existing and growth demand requirements. However, the revenue received from these Field Area contracts is expected to vary in relationship to the difference, or "spread," in natural gas prices between the MidContinent and Permian Regions and the price of the alternative supplies that are available to Northern Natural Gas' Market Area. This spread affects the value of the Field Area transportation capacity because natural gas from the MidContinent and Permian Regions that is transported through Northern Natural Gas' Field Area competes directly with natural gas delivered directly into the Market Area from Canada and other supply areas, including new shale gas producing areas outside of the Field Area.

Kern River competes with various interstate pipelines in developing expansion projects and entering into long-term agreements to serve market growth in Southern California; Las Vegas, Nevada; and Salt Lake City, Utah. Kern River also competes with various interstate pipelines and their customers to market unutilized capacity under shorter term transactions. Kern River provides its customers with supply diversity through interconnections with pipelines such as Northwest Pipeline GP, Colorado Interstate Gas Company, Overland Trails Transmission, LLC, Questar Pipeline Company, and Questar Overthrust Pipeline Company; storage facilities such as Ryckman Creek Resources, LLC and Clear Creek Storage Company, LLC; and through indirect pipeline interconnections with Wyoming Interstate Company and REX. These interconnections, in addition to the direct interconnections to natural gas processing facilities, allow Kern River to access natural gas reserves in Colorado, northwestern New Mexico, Wyoming, Utah and the Western Canadian Sedimentary Basin.

Kern River is the only interstate pipeline that presently delivers natural gas directly from the Rocky Mountain gas supply region to end-users in the Southern California market. This enables direct connect customers to avoid paying a "rate stack" (i.e., additional transportation costs attributable to the movement from one or more interstate pipeline systems to an intrastate system within California). Kern River's levelized rate structure and access to upstream pipelines, storage facilities and economic Rocky Mountain gas reserves increases its competitiveness and attractiveness to end-users. Kern River believes it has an advantage relative to other interstate pipelines serving Southern California because its relatively new pipeline can be economically expanded and has required significantly less capital expenditures and ongoing maintenance than other systems to comply with the Pipeline Safety Improvement Act of 2002. Kern River's favorable market position is tied to the availability of gas reserves in the Rocky Mountain area, an area that in recent years has attracted considerable expansion of pipeline capacity serving markets other than Southern California and Nevada.

BHE Transmission

AltaLink

ALP , an indirect wholly owned subsidiary of BHE acquired on December 1, 2014 (" AltaLink Transaction"), is a regulated electric transmission-only company headquartered in Alberta, Canada serving approximately 85% of Alberta's population. ALP connects generation plants to major load centers, cities and large industrial plants throughout its 132,000 square mile service territory, which covers a diverse geographic area including most major urban centers in central and southern Alberta. ALP 's transmission facilities, consisting of approximately 7,800 miles of transmission lines and 300 substations as of December 31, 2014 , are an integral part of the Alberta Integrated Electric System ("AIES").

The AIES is a network or grid of transmission facilities operating at high voltages ranging from 69kV to 500kV. The grid delivers electricity from generating units across Alberta, Canada through approximately 13,000 miles of transmission and over 400 substations. The AIES is interconnected to British Columbia's transmission system that links Alberta with the North American western interconnected system.

ALP is a transmission facility owner within the electricity industry in Alberta and is permitted to charge a tariff for the use of its transmission facilities. Such tariff rates are established on a cost-of-service basis, which are designed to allow ALP an opportunity to recover its costs of providing services and to earn a reasonable return on its investment. Transmission tariffs are approved by the AUC and are collected from the AESO.

The electricity industry in Alberta consists of four principal segments. Generators sell wholesale power into the power pool operated by the AESO and through direct contractual arrangements. Alberta's transmission system or grid is composed of high voltage power lines and related facilities that transmit electricity from generating facilities to distribution networks and directly connected end-users. Distribution facility owners are regulated by the AUC and are responsible for arranging for, or providing, regulated rate and regulated default supply services to convey electricity from transmission systems and distribution-connected generators to end-use customers. Retailers can procure energy through the power pool, through direct contractual arrangements with energy suppliers or ownership of generation facilities and arrange for its distribution to end-use customers.

The AESO filed its 2013 Long-Term Transmission System Plan in January 2014 and released the Regional Development Plans in April 2014. There are 37 projects proposed out to 2017 included in the plans requiring investment of C$11.6 billion. The C$11.6 billion includes C$7.5 billion representing committed project dollars already approved by the AUC and C$4.1 billion representing planning stage projects that have not received regulatory approval.

ALP is working with the AESO to develop the need and facility applications required to support the new projects identified in the AESO's system plan. ALP executes its capital projects program using an outsourced Engineering, Procurement and Construction Management model. This strategic outsourcing arrangement enhances ALP 's capability to deliver results to customers by facilitating design and construction of its capital projects in a timely and cost-effective manner.

In its general tariff application for 2015 and 2016, ALP forecasted C$1.5 billion and C$1.1 billion, respectively, gross direct assigned capital expenditures based on the most recent long-range plan released by the AESO in January 2014, using a risk-adjusted capital forecasting model that has been previously accepted by the AUC. ALP 's actual capital program may vary from its regulatory filings, depending on the timing of regulatory approvals, directions from the AESO, and other factors beyond ALP 's control.

BHE U.S. Transmission

BHE U.S. Transmission is engaged in various joint ventures to develop, own and operate transmission assets and is pursuing additional investment opportunities in the United States. Currently, BHE U.S. Transmission has two joint ventures with transmission assets that are operational.

The Company indirectly owns a 50% interest in ETT, along with subsidiaries of American Electric Power Company, Inc. ("AEP"). ETT owns and operates electric transmission assets in the ERCOT and, as of December 31, 2014 , had total assets of $2.4 billion . ETT is regulated by the Public Utility Commission of Texas, which has approved rates based on a 9.96% after tax rate of return on equity and a debt to equity capital structure of 60:40. ETT has completed a total of $1.5 billion of Competitive Renewable Energy Zone ("CREZ") projects and has constructed or is constructing an additional $1.6 billion of transmission projects within ERCOT. A total of $2.2 billion was in-service as of December 31, 2014 , with the remaining projects forecast to be completed between 2015 and 2024. ETT's transmission system includes approximately 1,000 line miles of transmission and 30 substations as of December 31, 2014 .

The Company indirectly owns a 25% interest in Prairie Wind Transmission, LLC, a joint venture with AEP and Westar Energy, Inc., to build, own and operate a 108-mile, 345 kV transmission project in Kansas. Construction began in 2012 and the necessary approvals from the FERC have been received, including a return on equity, inclusive of incentives, of 12.8% and a debt to equity capital structure of 50:50. The project is expected to cost $162 million and was fully placed in-service in November 2014.

BHE Renewables

The subsidiaries comprising the BHE Renewables reportable segment own interests in 23 independent power projects that are in-service or under construction in the United States and one independent power project in the Philippines. The solar and wind-powered projects were all acquired in 2012, with the exception of Jumbo Road which was acquired in 2014. Additionally, in June 2014 and November 2014, BHE Renewables acquired the remaining 50% interest in CE Generation and Wailuku Investment, LLC, respectively.

The following table presents certain information concerning these independent power projects as of December 31, 2014 :



				Power		Facility	Net
				Purchase		Net	Owned
		Energy		Agreement	Power	Capacity	Capacity
Generating Facility	Location	Source	Installed	Expiration	Purchaser ⁽¹⁾	(MW) ⁽²⁾	(MW) ⁽²⁾
SOLAR:
Topaz	California	Solar	2013-2014	2040	PG&E	550	550
Solar Star I	California	Solar	2013-2014	2035	SCE	172	172
Solar Star II	California	Solar	2013-2014	2035	SCE	228	228
Agua Caliente	Arizona	Solar	2012-2013	2039	PG&E	290	142
						1,240	1,092
WIND:
Bishop Hill II	Illinois	Wind	2012	2032	Ameren	81	81
Pinyon Pines I	California	Wind	2012	2035	SCE	168	168
Pinyon Pines II	California	Wind	2012	2035	SCE	132	132
						381	381
GEOTHERMAL:
Imperial Valley Projects	California	Geothermal	1982-2000	(3)	(3)	338	338

HYDROELECTRIC:
Casecnan Project ⁽⁴⁾	Philippines	Hydroelectric	2001	2021	NIA	150	128
Wailuku	Hawaii	Hydroelectric	1993	2023	HELCO	10	10
						160	138
NATURAL GAS:
Saranac	New York	Natural Gas	1994	2015	TEMUS	245	184
Power Resources	Texas	Natural Gas	1988	2015	EDF	212	212
Yuma	Arizona	Natural Gas	1994	2024	SDG&E	50	50
Cordova	Illinois	Natural Gas	2001	2019	EGC	512	512
						1,019	958

Total Available Generating Capacity						3,138	2,907

PROJECTS UNDER CONSTRUCTION:
Jumbo Road	Texas	Wind	2015	2033	AE	300	300
Solar Star I	California	Solar	2015	2035	SCE	137	137
Solar Star II	California	Solar	2015	2035	SCE	42	42
						479	479

						3,617	3,386

(1)

TransAlta Energy Marketing U.S. ("TEMUS"); EDF Trading North America LLC ("EDF"); San Diego Gas & Electric Company ("SDG&E"); Exelon Generation Company, LLC ("EGC"); Pacific Gas and Electric Company ("PG&E"), Ameren Illinois Company ("Ameren"), Southern California Edison ("SCE"), the Philippine National Irrigation Administration ("NIA"); Hawaii Electric Light Company, Inc. ("HELCO"); and Austin Energy ("AE").

(2)


(3)	82% of the Company's interests in the Imperial Valley Projects' Contract Capacity are currently sold to Southern California Edison Company under long-term power purchase agreements expiring in 2016 through 2026. Certain long-term power purchase agreement renewals have been entered into with other parties that begin upon the existing contracts expiration and expire in 2039.


(4)	Under the terms of the agreement with the NIA, the Company will own and operate the Casecnan project for a 20-year cooperation period which ends December 11, 2021, after which ownership and operation of the project will be transferred to the NIA at no cost on an "as-is" basis. NIA also pays the Company for delivery of water pursuant to the agreement.

BHE Renewables ' operating revenue is derived from the following business activities for the years ended December 31 (in millions):



	2014		2013		2012

Solar	$	238	$	73	$	—
Wind	99		121		9
Geothermal	125		—		—
Hydro	107		129		125
Natural gas	54		32		32
Total operating revenue	$	623	$	355	$	166

HomeServices

HomeServices, a majority-owned subsidiary of BHE , is the second-largest full-service residential real estate brokerage firm in the United States. In addition to providing traditional residential real estate brokerage services, HomeServices offers other integrated real estate services, including mortgage originations and mortgage banking; title and closing services; property and casualty insurance; home warranties; relocation services; and other home-related services. HomeServices' real estate brokerage business is subject to seasonal fluctuations because more home sale transactions tend to close during the second and third quarters of the year. As a result, HomeServices' operating results and profitability are typically higher in the second and third quarters relative to the remainder of the year. HomeServices' owned brokerages currently operate in over 460 offices in 25 states with over 24,000 sales associates under 30 brand names. The United States residential real estate brokerage business is subject to the general real estate market conditions, is highly competitive and consists of numerous local brokers and agents in each market seeking to represent sellers and buyers in residential real estate transactions.

In October 2014, HomeServices acquired the remaining 50.1% of HomeServices Lending, a mortgage origination company. HomeServices Lending originated $373 million of mortgage loans from October 1, 2014 through December 31, 2014.

In October 2012, HomeServices acquired a 66.7% interest in the second-largest residential real estate brokerage franchise network in the United States, which offers and sells independently owned and operated residential real estate brokerage franchises. The noncontrolling interest member has the right to put the remaining 33.3% interest in the franchise business to HomeServices after March 2015 and HomeServices has the right to purchase the remaining 33.3% interest in the franchise business after March 2018 at an option exercise formula based on historical financial performance.

HomeServices' franchise network currently includes over 440 franchisees in over 1,500 brokerage offices in 49 states with over 43,000 sales associates under three brand names. In exchange for certain fees, HomeServices provides the right to use the Berkshire Hathaway HomeServices, Prudential and Real Living brand names and other related service marks, as well as providing orientation programs, training and consultation services, advertising programs and other services. In 2013, HomeServices began rebranding certain of its Prudential franchisees as Berkshire Hathaway HomeServices and as of December 31, 2014 , over 170 franchisees of the original 330 identified Prudential brokers, representing 74% of the 2012 revenue, had been rebranded.

Other Investments

Natural Gas Storage Joint Venture

In January 2011, the Regulatory Commission of Alaska authorized Cook Inlet Natural Gas Storage Alaska, LLC ("CINGSA"), a wholly-owned subsidiary of Alaska Storage Holdings Company, LLC ("ASHC"), to own, construct and operate an underground natural gas storage facility in south central Alaska. BHE, through an indirect wholly-owned subsidiary, has a 26.5% interest in ASHC. CINGSA's gas storage facility includes a natural gas reservoir, five injection/withdrawal wells and associated piping allowing for an initial working gas capacity of 11 Bcf and the ability to deliver gas up to 0.15 Bcf per day. The facility was placed in-service in the second quarter of 2012. CINGSA has contracted to provide firm service to four customers for 20 years.

Employees

As of December 31, 2014 , the Company had approximately 20,900 employees, of which approximately 8,700 are covered by union contracts. The majority of the union employees are employed by the Utilities and are represented by the International Brotherhood of Electrical Workers, the Utility Workers Union of America, the United Utility Workers Association and the International Brotherhood of Boilermakers. These collective bargaining agreements have expiration dates ranging through September 2018. HomeServices' approximately 24,000 sales associates are independent contractors and not employees.

General Regulation

BHE 's subsidiaries are subject to comprehensive governmental regulation, which significantly influences their operating environment, prices charged to customers, capital structure, costs and, ultimately, their ability to recover costs. In addition to the following discussion, refer to "Regulatory Matters" in Item 7 of this Form 10-K.

Domestic Regulated Public Utility Subsidiaries

The Utilities are subject to comprehensive regulation by various federal, state and local agencies. The more significant aspects of this regulatory framework are described below.

State Regulation

Historically, state regulatory commissions have established retail electric and natural gas rates on a cost-of-service basis, which are designed to allow a utility an opportunity to recover what each state regulatory commission deems to be the utility's reasonable costs of providing services, including a fair opportunity to earn a reasonable return on its investments based on its cost of debt and equity. In addition to return on investment, a utility's cost of service generally reflects a representative level of prudent expenses, including cost of sales, operating expense, depreciation and amortization, and income and other tax expense, reduced by wholesale electricity and other revenue. The allowed operating expenses are typically based on actual historical costs adjusted for known and measurable or forecasted changes. State regulatory commissions may adjust cost of service for various reasons, including pursuant to a review of: (a) the utility's revenue and expenses during a defined test period and (b) the utility's level of investment. State regulatory commissions typically have the authority to review and change rates on their own initiative; however, they may also initiate reviews at the request of a utility, utility customers or organizations representing groups of customers. The utility and such parties, however, may agree with one another not to request a review of or changes to rates for a specified period of time.

The retail electric rates of the Utilities are generally based on the cost of providing traditional bundled services, including generation, transmission and distribution services. The Utilities have established energy cost adjustment mechanisms and other cost recovery mechanisms in certain states, which help mitigate their exposure to changes in costs from those assumed in establishing base rates.

With certain limited exceptions, the Utilities have an exclusive right to serve retail customers within their service territories and, in turn, have an obligation to provide service to those customers. In some jurisdictions, certain classes of customers may choose to purchase all or a portion of their energy from alternative energy suppliers, and in some jurisdictions retail customers can generate all or a portion of their own energy. Under Oregon law, PacifiCorp has the exclusive right and obligation to provide electricity distribution services to all residential and nonresidential customers within its allocated service territory; however, nonresidential customers have the right to choose an alternative provider of energy supply. The impact of this right on the Company's consolidated financial results has not been material. In Washington, state law does not provide for exclusive service territory allocation. PacifiCorp's service territory in Washington is surrounded by other public utilities with whom PacifiCorp has from time to time entered into service area agreements under the jurisdiction of the WUTC. In Illinois, state law has established a competitive environment so that all Illinois customers are free to choose their retail service supplier. For customers that choose an alternative retail energy supplier, MidAmerican Energy continues to have an ongoing obligation to deliver the supplier's energy to the retail customer. MidAmerican Energy bills the retail customer for such delivery services. MidAmerican Energy also has an obligation to serve customers at regulated cost-based rates and has a continuing obligation to serve customers who have not selected a competitive electricity provider. To date, there has been no significant loss of customers in Illinois. In Nevada, state law allows retail electric customers with an average annual load of one MW or more to file a letter of intent and application with the PUCN to acquire electric energy and ancillary services from another energy supplier. The law requires customers wishing to choose a new supplier to receive the approval of the PUCN to meet public interest standards. In particular, departing customers must secure new energy resources that are not under contract to the Nevada Utilities, the departure must not burden the Nevada Utilities with increased costs or cause any remaining customers to pay increased costs, and the departing customers must pay their portion of any deferred energy balances. Also, the Utilities are individually evaluating how best to integrate distributed generation resources into their service and rate design, including considering such factors as maintaining high levels of customer safety and service reliability, minimizing adverse cost impacts and fairly allocating costs among all customers.

Also in Nevada, large natural gas customers using 12,000 therms per month with fuel switching capability are allowed by tariff to participate in the incentive natural gas rate tariff. Once a service agreement has been executed, a customer can compare natural gas prices under this tariff to alternative energy sources and choose its source of natural gas. In addition, natural gas customers using greater than 1,000 therms per day have the ability to secure their own natural gas supplies under the gas transportation tariff. As of December 31, 2014 , there were 17 large customers securing their own supplies. These customers have a combined firm distribution load of approximately 4,800 Dth per day, continue to pay firm and interruptible distribution charges and are responsible for procuring and paying for their own natural gas supply, which reduces Sierra Pacific's purchases, but does not impact net income.

PacifiCorp

In addition to recovery through base rates, PacifiCorp also achieves recovery of certain costs through various adjustment mechanisms as summarized below.



State Regulator	Base Rate Test Period	Adjustment Mechanism
UPSC	Forecasted or historical with known and measurable changes ⁽¹⁾	EBA under which 70% of the difference between base net power costs set during a general rate case and actual net power costs is deferred and reflected in future rates.

		Balancing account to provide for the recovery or refund of the difference between the level of REC revenues included in base rates and actual REC revenues.

		Recovery mechanism for single capital investments that in total exceed 1% of existing rate base when a general rate case has occurred within the preceding 18 months.

OPUC	Forecasted	Annual TAM based on forecasted net variable power costs; no true-up to actual net variable power costs.

		PCAM under which 90% of the difference between forecasted net variable power costs set under the annual TAM and actual net variable power costs is deferred and reflected in future rates. The difference between the forecasted and actual net variable power costs must fall outside of an established asymmetrical deadband range and is also subject to an earnings test.

		Renewable Adjustment Clause to recover the revenue requirement of new renewable resources and associated transmission costs that are not reflected in general rates.

		Balancing account for proceeds from the sale of RECs.

WPSC	Forecasted or historical with known and measurable changes ⁽¹⁾	ECAM under which 70% of the difference between base net power costs set during a general rate case and actual net power costs is deferred and reflected in future rates.

		REC and sulfur dioxide revenue adjustment mechanism to provide for recovery or refund of 100% of any difference between actual REC and sulfur dioxide revenues and the level forecasted in base rates.

WUTC	Historical with known and measurable changes	Deferral mechanism of costs for up to 24 months of new base load generation resources and eligible renewable resources and related transmission that qualify under the state's emissions performance standard and are not reflected in base rates.

		REC revenue tracking mechanism to provide for the credit of Washington-allocated REC revenues.

IPUC	Historical with known and measurable changes	ECAM under which 90% of the difference between base net power costs set during a general rate case and actual net power costs is deferred and reflected in future rates. Also provides for recovery or refund of 100% of the difference between the level of REC revenues included in base rates and actual REC revenues and 90% of the level of sulfur dioxide revenues included in base rates and actual sulfur dioxide revenues.

CPUC	Forecasted	PTAM for major capital additions that allows for rate adjustments outside of the context of a traditional general rate case for the revenue requirement associated with capital additions exceeding $50 million on a total-company basis. Filed as eligible capital additions are placed into service.

		Energy Cost Adjustment Clause that allows for an annual update to actual and forecasted net variable power costs.

		PTAM for attrition, a mechanism that allows for an annual adjustment to costs other than net variable power costs.


(1)	PacifiCorp has relied on both historical test periods with known and measurable adjustments, as well as forecasted test periods.

MidAmerican Energy

Iowa law permits rate-regulated utilities to seek ratemaking principles with the IUB prior to the construction of certain types of new generating facilities. Pursuant to this law, MidAmerican Energy has applied for and obtained IUB ratemaking principles orders for a 484-MW (MidAmerican Energy's share) coal-fueled generating facility, a 495-MW combined cycle natural gas-fueled generating facility and 2,285 MW (nominal ratings) of wind-powered generating facilities in-service as of December 31, 2014 , excluding the wind-powered generating facilities discussed below. These ratemaking principles authorize a fixed rate of return on equity for the respective generating facilities over the regulatory life of the facilities. As of December 31, 2014 , these generating facilities totaled $3.3 billion, or 32%, of MidAmerican Energy's property, plant and equipment, net, and were subject to these ratemaking principles at a weighted average return on equity of 12.0% with a weighted average remaining life of 22 years.

Additionally, in August 2013, the IUB approved ratemaking principles related to the construction of up to 1,050 MW (nominal ratings) of wind-powered generating facilities, 555 MW (nominal ratings) of which were in-service as of December 31, 2014 , and are not reflected in the determination of MidAmerican Energy's Iowa retail electric base rates implemented in July 2014. The ratemaking principles establish a cost cap of $1.9 billion, including AFUDC, for the construction of 1,050 MW (nominal ratings) of wind-powered generating facilities and provide for a fixed rate of return on equity of 11.625% over the proposed 30-year useful lives of those facilities in any future Iowa rate proceeding. Until such time as these generation assets are reflected in rates, and ceasing thereafter, MidAmerican Energy will reduce its Iowa energy adjustment clause recoveries by $3 million in 2015, $7 million in 2016 and $10 million for each calendar year thereafter. In February 2015, the IUB approved ratemaking principles related to the construction of up to 162 MW (nominal ratings) of wind-powered generating facilities expected to be placed in-service by the end of 2015. The ratemaking principles establish a cost cap of $243 million, including AFUDC, and provide for a fixed rate of return on equity of 11.5% over the proposed 30-year useful lives of those facilities in any future Iowa rate proceeding. Until such time as these generation assets are reflected in rates, and ceasing thereafter, MidAmerican Energy will reduce its Iowa energy adjustment clause recoveries by $2 million per year. The cost caps ensure that, as long as the total costs of each project are below the respective cap, the investment will be deemed prudent in any future Iowa rate proceeding.

In July 2014, the IUB issued an order approving new retail electric base rates for MidAmerican Energy's Iowa customers. The order allows MidAmerican Energy to increase its base rates over approximately three years and will result in equal annualized increases in revenues of $45 million, or 3.6% over 2012, effective August 2013 and again on January 1, 2015 and 2016, for a total annualized increase of $135 million when fully implemented. In addition to an increase in base rates, the order approves the implementation of two new adjustment clauses. One clause relates to retail energy production costs such as fuel, fuel transportation and the impacts of the production tax credit. The second clause relates to certain electric transmission charges. The adjustment clauses provide for recovery of these costs from customers based on MidAmerican Energy's forecasted annual costs, with the variance between actual and forecasted costs to be recovered or credited in the following year. The order also approves seasonal pricing that results in a greater difference between higher base rates in effect for June through September and base rates applicable to the remaining months of the year, which MidAmerican Energy expects will shift an additional 15-25% of annual earnings into the June through September period. Additionally, the order approves a revenue sharing mechanism that shares with MidAmerican Energy's customers 80% of revenues related to equity returns above 11% and 100% of revenues related to equity returns above 14%. The customer portion of any sharing reduces rate base. The changes in seasonal pricing, adjustment clauses and new revenue sharing mechanism were effective with final base rates. MidAmerican Energy and the Iowa Office of Consumer Advocate have agreed not to seek or support an increase or decrease in the final base rates to become effective prior to January 1, 2018, unless MidAmerican Energy projects its return on equity for 2015, 2016 or 2017 to be below 10%.

Effective with the new Iowa electric retail rates in July 2014, MidAmerican Energy has an energy cost adjustment mechanism in Iowa. Accordingly, under its current Iowa, Illinois and South Dakota electric tariffs, MidAmerican Energy is allowed to recover fluctuations in electric energy costs for its retail electric generation through fuel, or energy, cost adjustment mechanisms. The Iowa mechanism also includes production tax credits associated with wind-powered generation placed in-service prior to 2013. Eligibility for production tax credits associated with MidAmerican Energy's earliest projects began expiring in 2014. Additionally, effective with the new electric retail rates in Iowa and Illinois in July and December 2014, respectively, MidAmerican Energy has transmission adjustment clauses to recover certain transmission charges related to retail customers in those jurisdictions. The adjustment mechanisms reduce the regulatory lag for the recovery of energy and transmission costs related to retail electric customers in these jurisdictions. MidAmerican Energy's cost of gas is collected for each jurisdiction in its gas rates through a uniform PGA, which is updated monthly to reflect changes in actual costs. Subject to prudence reviews, the PGA accomplishes a pass-through of MidAmerican Energy's cost of gas to its customers and, accordingly, has no direct effect on net income. MidAmerican Energy's DSM program costs are collected through separately established rates that are adjusted annually based on actual and expected costs, as approved by the respective state regulatory commission. As such, recovery of DSM program costs has no direct impact on net income.

NV Energy

Nevada statutes require the Nevada Utilities to file electric general rate cases at least once every three years with the PUCN. Sierra Pacific may also file natural gas general rate cases with the PUCN. The Nevada Utilities are also subject to a two-part fuel and purchased power adjustment mechanism. The Nevada Utilities make quarterly filings to reset Base Tariff Energy Rates ("BTER"), based on the last 12 months fuel and purchased power costs. The difference between actual fuel and purchased power costs and the revenue collected in the BTER is deferred into a balancing account. During required annual Deferred Energy Accounting Adjustment ("DEAA") proceedings, the prudence of fuel and purchased power costs is reviewed, and if any costs are disallowed on such grounds, the disallowances will be incorporated into the next subsequent quarterly BTER rate change. Additionally, Nevada regulations allow an electric or natural gas utility that adjusts its BTER on a quarterly basis to request PUCN approval to make quarterly changes to its DEAA rate if the request is in the public interest. The Nevada Utilities received approval from the PUCN and file quarterly adjustments to the DEAA rate to clear amounts deferred into the balancing account. The Nevada Utilities also file annually for the recovery of lost revenue that is attributable to the measurable and verifiable effects associated with the implementation of efficiency and conservation programs approved by the PUCN, as well as, the implementation costs of energy efficiency programs.

The Nevada Utilities became physically interconnected for the first time on January 1, 2014 and are presently joint dispatching generation facilities pursuant to an interim joint dispatch agreement approved by the FERC. In October 2014, the Nevada Utilities filed a motion for renewal of the interim joint dispatch agreement to extend the agreement through December 2015 and received acceptance from the FERC in November 2014. The Nevada Utilities are presently seeking PUCN approval of a long-term joint dispatch agreement, which will be filed with the FERC in time to go into effect on January 1, 2016.

Federal Regulation

The FERC is an independent agency with broad authority to implement provisions of the Federal Power Act, the Natural Gas Act ("NGA"), the Energy Policy Act of 2005 ("Energy Policy Act") and other federal statutes. The FERC regulates rates for wholesale sales of electricity; transmission of electricity, including pricing and regional planning for the expansion of transmission systems; electric system reliability; utility holding companies; accounting and records retention; securities issuances; construction and operation of hydroelectric facilities; and other matters. The FERC also has the enforcement authority to assess civil penalties of up to $1 million per day per violation of rules, regulations and orders issued under the Federal Power Act. The Utilities have implemented programs and procedures that facilitate and monitor compliance with the FERC's regulations described below. MidAmerican Energy is also subject to regulation by the NRC pursuant to the Atomic Energy Act of 1954, as amended ("Atomic Energy Act"), with respect to its ownership interest in the Quad Cities Station.

Wholesale Electricity and Capacity

The FERC regulates the Utilities' rates charged to wholesale customers for electricity and transmission capacity and related services. Most of the Utilities' wholesale electricity sales and purchases occur under market-based pricing allowed by the FERC and are therefore subject to market volatility.

The Utilities' authority to sell electricity in wholesale electricity markets at market-based rates is subject to triennial reviews conducted by the FERC. During such reviews, the Utilities must demonstrate a lack of market power over sales of wholesale electricity and electric generation capacity in their respective market areas. PacifiCorp's most recent triennial filing was made in June 2013 and is currently pending before the FERC. On December 9, 2014, the FERC issued an order requesting that the BHE subsidiaries having authority to sell power and energy at market-based rates, including the Utilities, show cause why their market-based rate authority remains just and reasonable following BHE's acquisition of NV Energy. This proceeding, which is focused on the western interconnection, remains ongoing. MidAmerican Energy's most recent triennial filings were submitted in June 2014 for the FERC-defined Northeast Region and December 2014 for the FERC-defined Central Region. The June 2014 triennial filing was accepted by the FERC in January 2015, and the December 2014 triennial filing is pending before the FERC. The filings demonstrated that MidAmerican Energy satisfied the FERC's requirements for market-based rate authority. The Nevada Utilities' most recent triennial filing was made in July 2013 and approved by the FERC in April 2014. Under the FERC's market-based rules, the Utilities must also file with the FERC a notice of change in status when there is a change in the conditions that the FERC relied upon in granting market-based rate authority.

Transmission

PacifiCorp's wholesale transmission services are regulated by the FERC under cost-based regulation subject to PacifiCorp's OATT. These services are offered on a non-discriminatory basis, which means that all potential customers are provided an equal opportunity to access the transmission system. PacifiCorp's transmission business is managed and operated independently from its wholesale marketing business in accordance with the FERC's Standards of Conduct. PacifiCorp has made several required compliance filings in accordance with these rules.

In December 2011, PacifiCorp adopted a cost-based formula rate under its OATT for its transmission services. Cost-based formula rates are intended to be an effective means of recovering PacifiCorp's investments and associated costs of its transmission system without the need to file rate cases with the FERC, although the formula rate results are subject to discovery and challenges by the FERC and intervenors. A significant portion of these services are provided to PacifiCorp's commercial and trading function.

MidAmerican Energy participates in the MISO as a transmission-owning member. Accordingly, the MISO is the transmission provider under its FERC-approved OATT. While the MISO is responsible for directing the operation of MidAmerican Energy's transmission system, MidAmerican Energy retains ownership of its transmission assets and, therefore, is subject to the FERC's reliability standards discussed below. MidAmerican Energy's transmission business is managed and operated independently from its wholesale marketing business in accordance with the FERC Standards of Conduct.

MidAmerican Energy has approval from the MISO for four Multi-Value Projects ("MVPs") located in Iowa and Illinois that will add approximately 245 miles of 345 kV transmission line to MidAmerican Energy's transmission system. The MISO OATT allows for broad cost allocation for MidAmerican Energy's MVPs, including similar MVPs of other MISO participants. Accordingly, a significant portion of the revenue requirement associated with MidAmerican Energy's MVP investments will be shared with other MISO participants based on the MISO's cost allocation methodology and a portion of the revenue requirement of the other participants' MVPs will be allocated to MidAmerican Energy. Additionally, MidAmerican Energy has approval from the FERC to include 100% of construction work in progress in the determination of rates for its MVPs and to use a forward-looking rate structure for all of its transmission investments and costs. The transmission assets and financial results of MidAmerican Energy's MVPs are excluded from the determination of its retail electric rates.

The Nevada Utilities' wholesale transmission services are regulated by the FERC under cost-based regulation subject to the Nevada Utilities' OATT. These services are offered on a non-discriminatory basis, which means that all potential customers, including the Nevada Utilities, are provided an equal opportunity to access the transmission system. The Nevada Utilities' transmission business is managed and operated independently from its wholesale marketing business in accordance with the FERC's Standards of Conduct. The Nevada Utilities have made several required compliance filings in accordance with these rules.

The FERC has established an extensive number of mandatory reliability standards developed by the North American Electric Reliability Corporation ("NERC") and the Western Electricity Coordinating Council ("WECC"), including planning and operations, critical infrastructure protection and regional standards. Compliance, enforcement and monitoring oversight of these standards is carried out by the FERC, the NERC and the WECC for PacifiCorp and NV Energy and the Midwest Reliability Organization for MidAmerican Energy.

Hydroelectric

The FERC licenses and regulates the operation of hydroelectric systems, including license compliance and dam safety programs. Most of PacifiCorp's hydroelectric generating facilities are licensed by the FERC as major systems under the Federal Power Act, and certain of these systems are licensed under the Oregon Hydroelectric Act. Under the Federal Power Act, 17 dams associated with PacifiCorp's hydroelectric generating facilities licensed with the FERC are classified as "high hazard potential," meaning it is probable in the event of dam failure that loss of human life in the downstream population could occur. The FERC provides guidelines followed by PacifiCorp in developing public safety programs that consist of an owner's dam safety program and emergency action plans.

PacifiCorp's Klamath River hydroelectric system is the only significant hydroelectric system for which PacifiCorp is currently engaged in the relicensing process with the FERC. Refer to Note 16 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for an update regarding hydroelectric relicensing for PacifiCorp's Klamath River hydroelectric system.

Nuclear Regulatory Commission

MidAmerican Energy is subject to the jurisdiction of the NRC with respect to its license and 25% ownership interest in Quad Cities Station. Exelon Generation, the operator and 75% owner of Quad Cities Station, is under contract with MidAmerican Energy to secure and keep in effect all necessary NRC licenses and authorizations.

The NRC regulates the granting of permits and licenses for the construction and operation of nuclear generating stations and regularly inspects such stations for compliance with applicable laws, regulations and license terms. Current licenses for Quad Cities Station provide for operation until December 14, 2032. The NRC review and regulatory process covers, among other things, operations, maintenance, and environmental and radiological aspects of such stations. The NRC may modify, suspend or revoke licenses and impose civil penalties for failure to comply with the Atomic Energy Act, the regulations under such Act or the terms of such licenses.

Federal regulations provide that any nuclear operating facility may be required to cease operation if the NRC determines there are deficiencies in state, local or utility emergency preparedness plans relating to such facility, and the deficiencies are not corrected. Exelon Generation has advised MidAmerican Energy that an emergency preparedness plan for Quad Cities Station has been approved by the NRC. Exelon Generation has also advised MidAmerican Energy that state and local plans relating to Quad Cities Station have been approved by the Federal Emergency Management Agency.

Under the Nuclear Waste Policy Act of 1982 ("NWPA"), the U.S. Department of Energy ("DOE") is responsible for the selection and development of repositories for, and the permanent disposal of, spent nuclear fuel and high-level radioactive wastes. Exelon Generation, as required by the NWPA, signed a contract with the DOE under which the DOE was to receive spent nuclear fuel and high-level radioactive waste for disposal beginning not later than January 1998. The DOE did not begin receiving spent nuclear fuel on the scheduled date and remains unable to receive such fuel and waste. The costs to be incurred by the DOE for disposal activities were previously being financed by fees charged to owners and generators of the waste. In accordance with a 2013 ruling by the United States Court of Appeals for the District of Columbia Circuit ("D.C. Circuit"), the DOE, in May 2014, provided notice that, effective May 16, 2014, the spent nuclear fuel disposal fee would be zero. In 2004, Exelon Generation, reached a settlement with the DOE concerning the DOE's failure to begin accepting spent nuclear fuel in 1998. As a result, Quad Cities Station has been billing the DOE, and the DOE is obligated to reimburse the station for all station costs incurred due to the DOE's delay. Exelon Generation has completed construction of an interim spent fuel storage installation ("ISFSI") at Quad Cities Station to store spent nuclear fuel in dry casks in order to free space in the storage pool. The first pad at the ISFSI is expected to facilitate storage of casks to support operations at Quad Cities Station until at least 2020. The first storage in a dry cask commenced in November 2005. By 2020, Exelon Generation plans to add a second pad to the ISFSI to accommodate storage of spent nuclear fuel through the end of operations at Quad Cities Station.

MidAmerican Energy maintains financial protection against catastrophic loss associated with its interest in Quad Cities Station through a combination of insurance purchased by Exelon Generation, insurance purchased directly by MidAmerican Energy, and the mandatory industry-wide loss funding mechanism afforded under the Price-Anderson Amendments Act of 1988, which was amended and extended by the Energy Policy Act. The general types of coverage are: nuclear liability, property damage or loss and nuclear worker liability.

United States Mine Safety

PacifiCorp's mining operations are regulated by the Federal Mine Safety and Health Administration, which administers federal mine safety and health laws and regulations, and state regulatory agencies. The Federal Mine Safety and Health Administration has the statutory authority to institute a civil action for relief, including a temporary or permanent injunction, restraining order or other appropriate order against a mine operator who fails to pay penalties or fines for violations of federal mine safety standards. Federal law requires PacifiCorp to have a written emergency response plan specific to each underground mine it operates, which is reviewed by the Federal Mine Safety and Health Administration every six months, and to have at least two mine rescue teams located within one hour of each mine. Information regarding PacifiCorp's mine safety violations and other legal matters disclosed in accordance with Section 1503(a) of the Dodd-Frank Reform Act is included in Exhibit 95 to this Form 10-K.

Interstate Natural Gas Pipeline Subsidiaries

The Pipeline Companies are regulated by the FERC, pursuant to the NGA and the Natural Gas Policy Act of 1978. Under this authority, the FERC regulates, among other items, rates; charges; terms and conditions of service; and the construction and operation of interstate pipelines, storage and related facilities, including the extension, expansion or abandonment of such facilities. The Pipeline Companies hold certificates of public convenience and necessity issued by the FERC, which authorize them to construct, operate and maintain their pipeline and related facilities and services.

FERC regulations and the Pipeline Companies ' tariffs allow each of the Pipeline Companies to charge approved rates for the services set forth in their respective tariff. Generally, these rates are a function of the cost of providing services to their customers, including prudently incurred operations and maintenance expenses, taxes, interest, depreciation and amortization and a reasonable return on their investments. Both Northern Natural Gas' and Kern River's tariff rates have been developed under a rate design methodology whereby substantially all of their fixed costs, including a return on invested capital and income taxes, are collected through reservation charges, which are paid by firm transportation and storage customers regardless of volumes shipped. Commodity charges, which are paid only with respect to volumes actually shipped, are designed to recover the remaining, primarily variable, costs. Kern River's reservation rates have historically been approved using a "levelized" cost-of-service methodology so that the rate remains constant over the levelization period. This levelized cost of service has been achieved by using a FERC-approved depreciation schedule in which depreciation increases as interest expense and return on equity amounts decrease. Both Northern Natural Gas' and Kern River's rates are subject to change in future general rate proceedings.

Natural gas transportation companies may not grant any undue preference to any customer. FERC regulations also restrict each pipeline's marketing affiliates' access to certain non-public information regarding their affiliated interstate natural gas transmission pipelines.

Interstate natural gas pipelines are also subject to regulations administered by the Office of Pipeline Safety within the Pipeline and Hazardous Materials Safety Administration, an agency within the United States Department of Transportation ("DOT"). Federal pipeline safety regulations are issued pursuant to the Natural Gas Pipeline Safety Act of 1968, as amended ("NGPSA"), which establishes safety requirements in the design, construction, operation and maintenance of interstate natural gas facilities, and requires an entity that owns or operates pipeline facilities to comply with such plans. Major amendments to the NGPSA include the Pipeline Safety Improvement Act of 2002 ("2002 Act"), the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006 ("2006 Act") and the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 ("2011 Act").

The 2002 Act established additional safety and pipeline integrity regulations for all natural gas pipelines in high-consequence areas. The 2002 Act imposed major new requirements in the areas of operator qualifications, risk analysis and integrity management. The 2002 Act mandated more frequent periodic inspection or testing of natural gas pipelines in high-consequence areas, which are locations where the potential consequences of a natural gas pipeline accident may be significant or may do considerable harm to persons or property. Pursuant to the 2002 Act, the DOT promulgated new regulations that require natural gas pipeline operators to develop comprehensive integrity management programs, to identify applicable threats to natural gas pipeline segments that could impact high-consequence areas, to assess these segments, and to provide ongoing mitigation and monitoring. The regulations required that all baseline high-consequence area segments be assessed by December 17, 2012 and require recurring inspections every seven years thereafter. Based on the Pipeline Companies ' extensive compliance efforts, they have completed all required high-consequence area pipeline baseline integrity assessments. Kern River also completed the required in-line inspections in early 2011 on that portion of its pipeline system required by the conditions associated with a special permit which allowed for an increase to the maximum allowable operating pressure.

The 2006 Act required pipeline operators to institute human factors management plans for personnel employed in pipeline control centers. DOT regulations published pursuant to the 2006 Act required development and implementation of written control room management procedures.

The 2011 Act was a response to natural gas pipeline incidents, most notably the San Bruno natural gas pipeline explosion that occurred in September 2010 in California. The 2011 Act increased the maximum allowable civil penalties for violations, directs operator assistance for Federal authorities conducting investigations and authorized the DOT to hire additional inspection and enforcement personnel. The 2011 Act also directed the DOT to study several topics, including the definition of high-consequence areas, the use of automatic shutoff valves in high-consequence areas, expansion of integrity management requirements beyond high-consequence areas, and cast iron pipe replacement. The studies are complete, and the BHE Pipeline Group anticipate notices of proposed rules at some point in 2015 on each of the areas studied. We cannot currently assess the potential cost of compliance with new rules and regulations under the 2011 Act.

The DOT and related state agencies routinely audit and inspect the pipeline facilities for compliance with their regulations. The Pipeline Companies conduct internal audits of their facilities every four years; with more frequent reviews of those deemed higher risk. The Pipeline Companies also conduct preliminary audits in advance of agency audits. Compliance issues that arise during these audits or during the normal course of business are addressed on a timely basis. The Pipeline Companies believe their pipeline systems comply in all material respects with the NGPSA and with DOT regulations issued pursuant to the NGPSA.

Northern Powergrid Distribution Companies

The Northern Powergrid Distribution Companies, as holders of electricity distribution licenses, are subject to regulation by GEMA. GEMA regulates distribution network operators ("DNOs") within the terms of the Electricity Act 1989 and the terms of DNO licenses, which are revocable with 25 years notice. Under the Electricity Act 1989, GEMA has a duty to ensure that DNOs can finance their regulated activities and DNOs have a duty to maintain an investment grade credit rating. GEMA discharges certain of its duties through its staff within Ofgem. Each of fourteen licensed DNOs distributes electricity from the national grid transmission system to end users within its respective distribution services area.

DNOs are subject to price controls, enforced by Ofgem, that limit the revenue that may be recovered and retained from their electricity distribution activities. The regulatory regime that has been applied to electricity distributors in Great Britain encourages companies to look for efficiency gains in order to improve profits. The distribution price control formula also adjusts the revenue received by DNOs to reflect a number of factors, including, but not limited to, the rate of inflation (as measured by the United Kingdom's Retail Prices Index) and the quality of service delivered by the licensee's distribution system. The next price control, Electricity Distribution 1 ("ED1"), will be set for a period of eight years, starting April 1, 2015, although the formula has been, and may be, reviewed by the regulator following public consultation. The procedure and methodology adopted at a price control review are at the reasonable discretion of Ofgem. Ofgem's judgment of the future allowed revenue of licensees is likely to take into account, among other things:


•	the actual operating and capital costs of each of the licensees;


•	the operating and capital costs that each of the licensees would incur if it were as efficient as, in Ofgem's judgment, the more efficient licensees;


•	the taxes that each licensee is expected to pay;


•	the regulatory value ascribed to the expenditures that have been incurred in the past and the efficient expenditures that are to be incurred in the forthcoming regulatory period that have not already been remunerated through the allowance for regulatory depreciation or the allowance for expenditures that are, or are to be, remunerated in the year in which they are incurred;


•	the rate of return to be allowed on expenditures that make up the regulatory asset value;


•	the financial ratios of each of the licensees and the license requirement for each licensee to maintain investment grade status; and


•	an allowance in respect of the repair of the pension deficits in the defined benefit pension schemes sponsored by each of the licensees.

A number of incentive schemes also operate within the current price control period to encourage DNOs to provide an appropriate quality of service to end users with specified payments to be made for failures to meet prescribed standards of service. The aggregate of these guaranteed standards payments is uncapped, but may be excused in certain prescribed circumstances that are generally beyond the control of the DNO.

The current electricity distribution price control became effective April 1, 2010 and is due to terminate on March 31, 2015, and will be immediately replaced with a new price control (in line with the traditional timetable which involved replacement of price controls every five years). A new price control can be implemented by GEMA without the consent of the DNO, but if a licensee disagrees with a change to its license it can appeal the matter to the United Kingdom's Competition and Markets Authority ("CMA"), as can certain other parties. Any appeals must be notified within 20 working days of the license modification by GEMA. If the CMA determines that the appellant has relevant standing, then the statute requires that the CMA complete its process within six months, or in some exceptional circumstances seven months. The Northern Powergrid Distribution Companies each agreed to Ofgem's proposals for the resetting of the formula that commenced April 1, 2010.

The current price control was implemented following a review that led Ofgem to increase the allowed revenue for the Northern Powergrid Distribution Companies. As a result, excluding the effects of incentive schemes, the base allowed revenue of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc increased by approximately 7.7% and 6.5%, respectively, plus inflation (as measured by the United Kingdom's Retail Prices Index) in each of the five regulatory years that commenced April 1, 2010. However, in December 2013, the Northern Powergrid Distribution Companies agreed to defer the collection of $47 million of 2013/14 revenues until the regulatory year commencing April 1, 2015.

Ofgem has completed the price control review that will result in a new price control effective April 1, 2015. The license modifications that give effect to the price control were published by Ofgem on February 3, 2015 and may be subject to appeal to the CMA if an appeal is filed by March 3, 2015. This is the first of the price control reviews to apply to electricity distribution in Great Britain that Ofgem has undertaken since it completed its review of network regulation (known as the RPI-X @ 20 project). Under the new price control review process, which is expected to remain in place until March 31, 2023, Ofgem will:


•	lengthen the period over which new regulatory assets are depreciated, from the current 20 years to 45 years, with the change being phased over eight years;


•	adjust revenues during the price control period, rather than at the next price control review, to partially reflect cost variances relative to cost allowances;


•	derive and update the allowed cost of debt by reference to a long-run trailing average based on external benchmarks of utility debt costs;


•	adjust revenues in relation to some new service standard incentives, principally relating to speed and service standards for new connections to the network; and


•	undertake a mid-period review and adjust revenues in the latter half of the period for any changes in the outputs required of licensees for certain specified reasons.

Many other aspects of the current price control will remain in place.

Under Ofgem's proposals, excluding the effects of incentive schemes and any deferred revenues from the prior price control, the base allowed revenue of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc will decrease by approximately 18% and 12%, respectively, in 2015-16 before the addition of inflation (as measured by the United Kingdom's Retail Prices Index) to derive the final price change. In the following year, base revenues will decrease by a further 1% for Northern Powergrid (Northeast) Limited and by 0.2% for Northern Powergrid (Yorkshire) plc before the addition of inflation. In subsequent years, base allowed revenues will increase approximately in line with inflation.

Ofgem also monitors DNO compliance with license conditions and enforces the remedies resulting from any breach of condition. License conditions include the prices and terms of service, financial strength of the DNO, the provision of information to Ofgem and the public, as well as maintaining transparency, non-discrimination and avoidance of cross-subsidy in the provision of such services. Ofgem also monitors and enforces certain duties of a DNO set out in the Electricity Act 1989, including the duty to develop and maintain an efficient, coordinated and economical system of electricity distribution. Under changes to the Electricity Act 1989 introduced by the Utilities Act 2000, GEMA is able to impose financial penalties on DNOs that contravene any of their license duties or certain of their duties under the Electricity Act 1989, as amended, or that are failing to achieve a satisfactory performance in relation to the individual standards prescribed by GEMA. Any penalty imposed must be reasonable and may not exceed 10% of the licensee's revenue.

ALP Transmission

ALP is regulated by the AUC, pursuant to the Electric Utilities Act (Alberta), the Public Utilities Act (Alberta), the Alberta Utilities Commission Act (Alberta) and the Hydro and Electric Energy Act (Alberta). The AUC is an independent, quasi-judicial agency established by the province of Alberta, Canada, which is responsible for, among other things, approving the tariffs of transmission facility owners, including ALP , and distribution utilities, acquisitions of such transmission facility owners or utilities, and construction and operation of new transmission projects in Alberta. The AUC also investigates and rules on regulated rate disputes and system access problems. The AUC regulates and oversees Alberta's electricity transmission sector with broad authority that may impact many of ALP 's activities, including its tariffs, rates, construction, operations and financing.

The AUC has various core functions in regulating the Alberta electricity transmission sector, including the following:


•	regulating and adjudicating issues related to the operation of electric utilities within Alberta;

•

processing and approving general tariff applications relating to revenue requirements and rates of return for regulated utilities while ensuring that utility rates are just and reasonable and approval of the transmission tariff rates of regulated transmission providers paid by the AESO, which is the independent transmission system operator in Alberta, Canada that controls the operation of ALP 's transmission system;


•	approving the need for new electricity transmission facilities and permits to build and licenses to operate electricity transmission facilities;


•	reviewing operations and accounts from electric utilities and conducting on-site inspections to ensure compliance with industry regulation and standards;


•	adjudicating enforcement issues including the imposition of administrative penalties that arise when market participants violate the rules of the AESO; and


•	collecting, storing, analyzing, appraising and disseminating information to effectively fulfill its duties as an industry regulator.

ALP 's tariffs are regulated by the AUC under the provisions of the Electric Utilities Act in respect of rates and terms and conditions of service. The Electric Utilities Act and related regulations require the AUC to consider that it is in the public interest to provide consumers the benefit of unconstrained transmission access to competitive generation and the wholesale electricity market. In regulating transmission tariffs, the AUC must facilitate sufficient investment to ensure the timely upgrade, enhancement or expansion of transmission facilities, and foster a stable investment climate and a continued stream of capital investment for the transmission system.

Under the Electric Utilities Act, ALP prepares and files applications with the AUC for approval of tariffs to be paid by the AESO for the use of its transmission facilities, and the terms and conditions governing the use of those facilities. The AUC reviews and approves such tariff applications based on a cost-of-service regulatory model under a forward test year basis. Under this model, the AUC provides ALP with a reasonable opportunity to (i) earn a fair return on equity; and (ii) recover its forecast costs, including operating expenses, depreciation, borrowing costs and taxes associated with its regulated transmission business. The AUC must approve tariffs that are just, reasonable, and not unduly preferential, arbitrary or unjustly discriminatory. ALP 's transmission tariffs are not dependent on the price or volume of electricity transported through its transmission system.

The AESO is an independent system operator in Alberta, Canada that oversees the AIES and wholesale electricity market. The AESO is responsible for directing the safe, reliable and economic operation of the AIES, including long-term transmission system planning. ALP and the other transmission facility owners receive substantially all of their transmission tariff revenues from the AESO. The AESO, in turn, charges wholesale tariffs, approved by the AUC, in a manner that promotes fair and open access to the AIES and facilitates a competitive market for the purchase and sale of electricity. The AESO monitors compliance with approved reliability standards, which are enforced by the Market Surveillance Administrator, which may impose penalties on transmission facility owners for non-compliance with the approved reliability standards.

The AESO determines the need and plans for the expansion and enhancement of a congestion free transmission system in Alberta in accordance with applicable law and reliability standards. The AESO's responsibilities include long-term transmission planning and management, including assessing and planning for the current and future transmission system capacity needs of AESO market participants. When AESO determines an expansion or enhancement of the transmission system is needed, with limited exceptions, it submits an application to the AUC for approval of the proposed expansion or enhancement. The AESO then determines which transmission provider should submit an application to the AUC for a permit and license to construct and operate the designated transmission facilities. Generally the transmission provider operating in the geographic area where the transmission facilities expansion or enhancement is to be located is selected by the AESO to build, own and operate the transmission facilities. In addition, Alberta law provides that certain transmission projects may be subject to a competitive process open to qualified bidders.

Independent Power Projects

Domestic

The Cordova, Saranac, Power Resources, Topaz, Agua Caliente, Solar Star, Bishop Hill II, Jumbo Road and Pinyon Pines independent power projects are Exempt Wholesale Generators ("EWG") under the Energy Policy Act while the Yuma, Imperial Valley and Wailuku independent power projects are currently certified as Qualifying Facilities ("QF") under the Public Utility Regulatory Policies Act of 1978. Both EWGs and QFs are generally exempt from compliance with extensive federal and state regulations that control the financial structure of an electric generating plant and the prices and terms at which electricity may be sold by the facilities. In addition, the Cordova, Saranac, Power Resources, Yuma, Imperial Valley, Topaz, Agua Caliente, Solar Star, Bishop Hill II and Pinyon Pines independent power projects have obtained authority from the FERC to sell their power using market-based rates. Jumbo Road's entire output is dedicated to its offtaker within the Electric Reliability Council of Texas ("ERCOT") and does not require market-based authority for such sales solely within ERCOT as the ERCOT market is not a FERC-jurisdictional market.

EWGs are permitted to sell capacity and electricity only in the wholesale markets, not to end users. Additionally, utilities are required to purchase electricity produced by QFs at a price that does not exceed the purchasing utility's "avoided cost" and to sell back-up power to the QFs on a non-discriminatory basis, unless they have successfully petitioned the FERC for an exemption from this purchase requirement. Avoided cost is defined generally as the price at which the utility could purchase or produce the same amount of power from sources other than the QF on a long-term basis. The Energy Policy Act eliminated the purchase requirement for utilities with respect to new contracts under certain conditions. New QF contracts are also subject to FERC rate filing requirements, unlike QF contracts entered into prior to the Energy Policy Act. FERC regulations also permit QFs and utilities to negotiate agreements for utility purchases of power at rates other than the utilities' avoided cost.

Foreign

The Philippine Congress has passed the Electric Power Industry Reform Act of 2001 ("EPIRA"), which is aimed at restructuring the Philippine power industry, privatizing the National Power Corporation and introducing a competitive electricity market, among other initiatives. The implementation of EPIRA may impact the Company's future operations in the Philippines and the Philippine power industry as a whole, the effect of which is not yet known as changes resulting from EPIRA are ongoing.

Residential Real Estate Brokerage Company

HomeServices is regulated by the United States Bureau of Consumer Financial Protection under the Truth In Lending Act ("TILA") and the Real Estate Settlement Procedures Act ("RESPA"); the United States Federal Trade Commission with respect to certain franchising activities; and by state agencies where it operates. TILA primarily governs the real estate lending process by mandating lenders to fully inform borrowers about loan costs. RESPA primarily governs the real estate settlement process by mandating all parties fully inform borrowers about all closing costs, lender servicing and escrow account practices, and business relationships between closing service providers and other parties to the transaction.

Environmental Laws and Regulations

The Company is subject to federal, state, local and foreign laws and regulations regarding air and water quality, RPS, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact the Company's current and future operations. In addition to imposing continuing compliance obligations and capital expenditure requirements, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various state, local and international agencies. All such laws and regulations are subject to a range of interpretation, which may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and the Company is unable to predict the impact of the changing laws and regulations on its operations and consolidated financial results. The Company believes it is in material compliance with all applicable laws and regulations.

Refer to "Environmental Laws and Regulations" in Item 7 of this Form 10-K for additional information regarding environmental laws and regulations and "Liquidity and Capital Resources" for the Company's forecasted environmental-related capital expenditures.

Item 1A. Risk Factors

We and our subsidiaries are subject to numerous risks and uncertainties, including, but not limited to, those described below. Careful consideration of these risks, together with all of the other information included in this Form 10-K and the other public information filed by us, should be made before making an investment decision. Additional risks and uncertainties not presently known or which we currently deem immaterial may also impair our business operations.

Our Corporate and Financial Structure Risks

We are a holding company and depend on distributions from subsidiaries, including joint ventures, to meet our obligations.

We are a holding company with no material assets other than the ownership interests in our subsidiaries and joint ventures, collectively referred to as our subsidiaries. Accordingly, cash flows and the ability to meet our obligations are largely dependent upon the earnings of our subsidiaries and the payment of such earnings to us in the form of dividends or other distributions. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due pursuant to our senior debt, junior subordinated debt or our other obligations, or to make funds available, whether by dividends or other payments, for the payment of amounts due pursuant to our senior debt, junior subordinated debt or our other obligations, and do not guarantee the payment of any of our obligations. Distributions from subsidiaries may also be limited by:


•	their respective earnings, capital requirements, and required debt and preferred stock payments;


•	the satisfaction of certain terms contained in financing, ring-fencing or organizational documents; and


•	regulatory restrictions that limit the ability of our regulated utility subsidiaries to distribute profits.

We are substantially leveraged, the terms of our existing senior and junior subordinated debt do not restrict the incurrence of additional debt by us or our subsidiaries, and our senior debt is structurally subordinated to the debt of our subsidiaries, each of which could adversely affect our consolidated financial results.

A significant portion of our capital structure is comprised of debt, and we expect to incur additional debt in the future to fund items such as, among others, acquisitions, capital investments and the development and construction of new or expanded facilities at our subsidiaries. As of December 31, 2014 , we had the following outstanding obligations:


•	senior unsecured debt of $7.9 billion ;


•	junior subordinated debentures of $3.8 billion ;


•	borrowings under our commercial paper program of $395 million ;


•	commitments to provide equity contributions in support of the construction of certain solar and wind projects totaling $944 million ; and


•	guarantees and letters of credit in respect of subsidiary and equity method investments aggregating $217 million .

Our consolidated subsidiaries also have significant amounts of outstanding debt, which totaled $27.0 billion as of December 31, 2014 . These amounts exclude (a) trade debt, (b) preferred stock obligations, (c) letters of credit in respect of subsidiary debt, and (d) our share of the outstanding debt of our own or our subsidiaries' equity method investments.

Given our substantial leverage, we may not have sufficient cash to service our debt, which could limit our ability to finance future acquisitions, develop and construct additional projects, or operate successfully under difficult conditions, including those brought on by adverse national and global economies, unfavorable financial markets or growth conditions where our capital needs may exceed our ability to fund them. Our leverage could also impair our credit quality or the credit quality of our subsidiaries, making it more difficult to finance operations or issue future debt on favorable terms, and could result in a downgrade in debt ratings by credit rating agencies.

The terms of our debt does not limit our ability or the ability of our subsidiaries to incur additional debt or issue preferred stock. Accordingly, we or our subsidiaries could enter into acquisitions, new financings, refinancings, recapitalizations, capital leases or other highly leveraged transactions that could significantly increase our or our subsidiaries' total amount of outstanding debt. The interest payments needed to service this increased level of debt could adversely affect our consolidated financial results. Many of our subsidiaries' debt agreements contain covenants, or may in the future contain covenants, that restrict or limit, among other things, such subsidiaries' ability to create liens, sell assets, make certain distributions, incur additional debt or miss contractual deadlines or requirements, and our ability to comply with these covenants may be affected by events beyond our control. Further, if an event of default accelerates a repayment obligation and such acceleration results in an event of default under some or all of our other debt, we may not have sufficient funds to repay all of the accelerated debt simultaneously, and the other risks described under "Our Corporate and Financial Structure Risks" may be magnified as well.

Because we are a holding company, the claims of our senior debt holders are structurally subordinated with respect to the assets and earnings of our subsidiaries. Therefore, the rights of our creditors to participate in the assets of any subsidiary in the event of a liquidation or reorganization are subject to the prior claims of the subsidiary's creditors and preferred shareholders, if any. In addition, pursuant to separate financing agreements, substantially all of PacifiCorp's electric utility properties, MidAmerican Energy's electric utility properties in the state of Iowa, Nevada Power's and Sierra Pacific's properties and AltaLink's transmission properties, the equity interest of MidAmerican Funding, LLC's subsidiary, the long-term customer contracts of Kern River and substantially all of the assets of the subsidiaries of BHE Renewables that are direct or indirect owners of generation projects, are directly or indirectly pledged to secure their financings and, therefore, may be unavailable as potential sources of repayment of our debt.

A downgrade in our credit ratings or the credit ratings of our subsidiaries could negatively affect our or our subsidiaries' access to capital, increase the cost of borrowing or raise energy transaction credit support requirements.

Our senior unsecured debt is rated by various rating agencies. We cannot assure that our senior unsecured debt rating will not be reduced in the future. Although none of our outstanding debt has rating-downgrade triggers that would accelerate a repayment obligation, a credit rating downgrade would increase our borrowing costs and commitment fees on our revolving credit agreements and other financing arrangements, perhaps significantly, and would cause our obligations under commitments to provide equity contributions in support of the construction of solar and wind projects by certain of our indirect subsidiaries to be supported by cash collateral or letters of credit. In addition, we would likely be required to pay a higher interest rate in future financings, and the potential pool of investors and funding sources would likely decrease. Further, access to the commercial paper market, our principal source of short-term borrowings, could be significantly limited, resulting in higher interest costs.

Similarly, any downgrade or other event negatively affecting the credit ratings of our subsidiaries could make their costs of borrowing higher or access to funding sources more limited, which in turn could cause us to provide liquidity in the form of capital contributions or loans to such subsidiaries, thus reducing our and our subsidiaries' liquidity and borrowing capacity.

Most of our subsidiaries' large wholesale customers, suppliers and counterparties require our subsidiaries to have sufficient creditworthiness in order to enter into transactions, particularly in the wholesale energy markets. If the credit ratings of our subsidiaries were to decline, especially below investment grade, financing costs and borrowings would likely increase because certain counterparties may require collateral in the form of cash, a letter of credit or some other form of security for existing transactions and as a condition to entering into future transactions with our subsidiaries. Such amounts may be material and may adversely affect our subsidiaries' liquidity and cash flows.

Our majority shareholder, Berkshire Hathaway, could exercise control over us in a manner that would benefit Berkshire Hathaway to the detriment of our creditors.

Berkshire Hathaway is our majority owner and has control over all decisions requiring shareholder approval. In circumstances involving a conflict of interest between Berkshire Hathaway and our creditors, Berkshire Hathaway could exercise its control in a manner that would benefit Berkshire Hathaway to the detriment of our creditors.

Our Business Risks

Much of our growth has been achieved through acquisitions, including the AltaLink Transaction, and any such acquisitions may not be successful.

Much of our growth has been achieved through acquisitions. Future acquisitions may range from buying individual assets to the purchase of entire businesses. On December 19, 2013, we completed the NV Energy Transaction and we completed the AltaLink Transaction on December 1, 2014. We will continue to investigate and pursue opportunities for future acquisitions that we believe, but cannot assure you, may increase value and expand or complement existing businesses. We may participate in bidding or other negotiations at any time for such acquisition opportunities which may or may not be successful.

Any acquisition entails numerous risks, including, among others:


•	the failure to complete the transaction for various reasons, such as the inability to obtain the required regulatory approvals, materially adverse developments in the potential acquiree's business or financial condition or successful intervening offers by third parties;


•	the failure of the combined business to realize the expected benefits;


•	the risk that federal, state or foreign regulators or courts could require regulatory commitments or other actions in respect of acquired assets, potentially including programs, contributions, investments, divestitures and market mitigation measures;


•	the risk of unexpected or unidentified issues not discovered in the diligence process; and


•	the need for substantial additional capital and financial investments.

An acquisition could cause an interruption of, or a loss of momentum in, the activities of one or more of our subsidiaries. In addition, the final orders of regulatory authorities approving acquisitions may be subject to appeal by third parties. The diversion of management's attention and any delays or difficulties encountered in connection with the approval and integration of the acquired operations could adversely affect our combined businesses and financial results and could impair our ability to realize the anticipated benefits of the acquisition.

We cannot assure you that future acquisitions, if any, or any integration efforts, including those related to the AltaLink Transaction, will be successful, or that our ability to repay our obligations will not be adversely affected by any future acquisitions.

Our subsidiaries are subject to operating uncertainties and events beyond our control that impact the costs to operate, maintain, repair and replace utility and interstate natural gas pipeline systems, which could adversely affect our consolidated financial results.

The operation of complex utility systems or interstate natural gas pipeline and storage systems that are spread over large geographic areas involves many operating uncertainties and events beyond our control. These potential events include the breakdown or failure of our thermal, nuclear, hydroelectric and other electricity generating facilities and related equipment, compressors, pipelines, transmission and distribution lines or other equipment or processes, which could lead to catastrophic events; unscheduled outages; strikes, lockouts or other labor-related actions; shortages of qualified labor; transmission and distribution system constraints; failure to obtain, renew or maintain rights-of-way, easements and leases on tribal or First Nations land; terrorist activities or military or other actions, including cyberattacks; fuel shortages or interruptions; unavailability of critical equipment, materials and supplies; low water flows and other weather-related impacts; performance below expected levels of output, capacity or efficiency; operator error; third party excavation errors; unexpected degradation of our pipeline systems; design, construction or manufacturing defects; and catastrophic events such as severe storms, floods, fires, earthquakes, explosions, landslides, wars, terrorism, embargoes and mining accidents. A catastrophic event might result in injury or loss of life, extensive property damage or environmental or natural resource damages. For example, in the event of an uncontrolled release of water at one of our high hazard potential hydroelectric facilities, it is probable that loss of human life, disruption of lifeline facilities and property damage could occur in the downstream population and civil or other penalties could be imposed by the FERC. Any of these events or other operational events could significantly reduce or eliminate our subsidiaries' revenue or significantly increase their expenses, thereby reducing the availability of distributions to us. For example, if our subsidiaries cannot operate their electricity or natural gas facilities at full capacity due to damage caused by a catastrophic event, their revenue could decrease and their expenses could increase due to the need to obtain energy from more expensive sources. Further, we and our subsidiaries self-insure many risks, and current and future insurance coverage may not be sufficient to replace lost revenue or cover repair and replacement costs. The scope, cost and availability of our and our subsidiaries' insurance coverage may change, including the portion that is self-insured. Any reduction of our subsidiaries' revenue or increase in their expenses resulting from the risks described above, could adversely affect our consolidated financial results.

We and our subsidiaries are subject to extensive federal, state, local and foreign legislation and regulation, including numerous environmental, health, safety, reliability and other laws and regulations that affect us and our subsidiaries' operations and costs. These laws and regulations are complex, dynamic and subject to new interpretations or change. In addition, new laws and regulations are continually being proposed and enacted that impose new or revised requirements or standards on us and our subsidiaries.

We and our subsidiaries are required to comply with numerous federal, state, local and foreign laws and regulations as described in Item 1 of this Form 10-K that have broad application to us and our subsidiaries and limit our ability to independently make and implement management decisions regarding, among other items, acquiring businesses; constructing, acquiring or disposing of operating assets; operating and maintaining generating facilities and transmission and distribution system assets; complying with pipeline safety and integrity and environmental requirements; setting rates charged to customers; establishing capital structures and issuing debt or equity securities; transacting between subsidiaries and affiliates; and paying dividends or similar distributions. These laws and regulations are followed in developing our safety and compliance programs and procedures and are implemented and enforced by federal, state and local regulatory agencies, such as, among others, the Occupational Safety and Health Administration, the FERC, the EPA, the DOT, the NRC, the Federal Mine Safety and Health Administration and various state regulatory commissions in the United States, and foreign regulatory agencies, such as GEMA, which discharges certain of its powers through its staff within Ofgem, in Great Britain and the AUC in Alberta, Canada.

Compliance with applicable laws and regulations generally requires our subsidiaries to obtain and comply with a wide variety of licenses, permits, inspections, audits and other approvals. Further, compliance with laws and regulations can require significant capital and operating expenditures, including expenditures for new equipment, inspection, cleanup costs, removal and remediation costs, damages arising out of contaminated properties and refunds, fines, penalties and injunctive measures affecting operating assets for failure to comply with environmental regulations. Compliance activities pursuant to existing or new laws and regulations could be prohibitively expensive or otherwise uneconomical. As a result, we could be required to shut down some facilities or materially alter their operations. Further, our subsidiaries may not be able to obtain or maintain all required environmental or other regulatory approvals and permits for their operating assets or development projects. Delays in, or active opposition by third parties to, obtaining any required environmental or regulatory authorizations or failure to comply with the terms and conditions of the authorizations may increase costs or prevent or delay our subsidiaries from operating their facilities, developing or favorably locating new facilities or expanding existing facilities. If our subsidiaries fail to comply with any environmental or other regulatory requirements, they may be subject to penalties and fines or other sanctions, including changes to the way our electricity generating facilities are operated that may adversely impact generation or how the Pipeline Companies are permitted to operate their systems that may adversely impact throughput. The costs of complying with laws and regulations could adversely affect our consolidated financial results. Not being able to operate existing facilities or develop new generating facilities to meet customer electricity needs could require our subsidiaries to increase their purchases of electricity on the wholesale market, which could increase market and price risks and adversely affect our consolidated financial results.

Existing laws and regulations, while comprehensive, are subject to changes and revisions from ongoing policy initiatives by legislators and regulators and to interpretations that may ultimately be resolved by the courts. For example, changes in laws and regulations could result in, but are not limited to, increased competition within our subsidiaries' service territories; new environmental requirements, including the implementation of RPS and GHG emissions reduction goals; the issuance of new or stricter air quality standards; the implementation of energy efficiency mandates; the issuance of regulations governing the management and disposal of coal combustion byproducts; changes in forecasting requirements; changes to our subsidiaries' service territories as a result of condemnation or takeover by municipalities or other governmental entities, particularly where they lack the exclusive right to serve their customers; the inability of our subsidiaries to recover their costs on a timely basis, if at all; new pipeline safety requirements; or a negative impact on our subsidiaries' current transportation and cost recovery arrangements. In addition to changes in existing legislation and regulation, new laws and regulations are likely to be enacted from time to time that impose additional or new requirements or standards on our subsidiaries.

Implementing actions required under, and otherwise complying with, new federal and state laws and regulations and changes in existing ones are among the most challenging aspects of managing utility operations. We cannot accurately predict the type or scope of future laws and regulations that may be enacted, changes in existing ones or new interpretations by agency orders or court decisions nor can we determine their impact on us at this time; however, any one of these could adversely affect our consolidated financial results through higher capital expenditures and operating costs or restrict or otherwise cause an adverse change in how we operate our subsidiaries. To the extent that our regulated subsidiaries are not allowed by their regulators to recover or cannot otherwise recover the costs to comply with new laws and regulations or changes in existing ones, the costs of complying with such additional requirements could have a material adverse effect on our consolidated financial results. Additionally, even if such costs are recoverable in rates, if they are substantial and result in rates increasing to levels that substantially reduce customer demand, this could have a material adverse effect on our consolidated financial results.

Recovery of costs and certain activities by our regulated subsidiaries are subject to regulatory review and approval, and the inability to recover costs or undertake certain activities may adversely affect our consolidated financial results.

State Rate Proceedings

The Utilities establish rates for their regulated retail service through state regulatory proceedings. These proceedings typically involve multiple parties, including government bodies and officials, consumer advocacy groups and various consumers of energy, who have differing concerns but generally have the common objective of limiting rate increases while also requiring the Utilities to ensure system reliability. Decisions are subject to judicial appeal, potentially leading to further uncertainty associated with the approval proceedings.

States set retail rates based in part upon the state regulatory commission's acceptance of an allocated share of total utility costs. When states adopt different methods to calculate interjurisdictional cost allocations, some costs may not be incorporated into rates of any state. Ratemaking is also generally done on the basis of estimates of normalized costs, so if a given year's realized costs are higher than normalized costs, rates may not be sufficient to cover those costs. In some cases, actual costs are lower than the normalized or estimated costs recovered through rates and from time-to-time may result in a state regulator requiring refunds to customers. Each state regulatory commission generally sets rates based on a test year established in accordance with that commission's policies. The test year data adopted by each state regulatory commission may create a lag between the incurrence of a cost and its recovery in rates. Each state regulatory commission also decides the allowed levels of expense, investment and capital structure that it deems are just and reasonable in providing the service and may disallow recovery in rates for any costs that it believes do not meet such standard. Additionally, each state regulatory commission establishes the allowed rate of return the Utilities will be given an opportunity to earn on their sources of capital. While rate regulation is premised on providing a fair opportunity to earn a reasonable rate of return on invested capital, the state regulatory commissions do not guarantee that we will be able to realize a reasonable rate of return.

In certain states where energy cost adjustment mechanisms are in place, energy cost increases above the level assumed in establishing base rates may be subject to customer sharing. Any significant increase in fuel costs for electricity generation or purchased electricity costs could have a negative impact on the Utilities, despite efforts to minimize this impact through the use of hedging contracts and sharing mechanisms or through future general rate cases. Any of these consequences could adversely affect our consolidated financial results.

FERC Jurisdiction

The FERC authorizes cost-based rates associated with transmission services provided by the Utilities' transmission facilities. Under the Federal Power Act, the Utilities, or MISO as it relates to MidAmerican Energy, may voluntarily file, or may be obligated to file, for changes, including general rate changes, to their system-wide transmission service rates. General rate changes implemented may be subject to refund. The FERC also has responsibility for approving both cost- and market-based rates under which the Utilities sell electricity at wholesale, has jurisdiction over most of PacifiCorp's hydroelectric generating facilities and has broad jurisdiction over energy markets. The FERC may impose price limitations, bidding rules and other mechanisms to address some of the volatility of these markets or could revoke or restrict the ability of the Utilities to sell electricity at market-based rates, which could adversely affect our consolidated financial results. The FERC also maintains rules concerning standards of conduct, affiliate restrictions, interlocking directorates and cross-subsidization. As a transmission owning member of the MISO, MidAmerican Energy is also subject to MISO-directed modifications of market rules, which are subject to FERC approval and operational procedures. The FERC may also impose substantial civil penalties for any non-compliance with the Federal Power Act and the FERC's rules and orders.

The NERC has standards in place to ensure the reliability of the electric transmission grid and generation system. The Utilities are subject to the NERC's regulations and periodic audits to ensure compliance with those regulations. The NERC may carry out enforcement actions for non-compliance and administer significant financial penalties, subject to the FERC's review.

The FERC has jurisdiction over, among other things, the construction, abandonment, modification and operation of natural gas pipelines and related facilities used in the transportation, storage and sale of natural gas in interstate commerce, including all rates, charges and terms and conditions of service. The FERC also has market transparency authority and has adopted additional reporting and internet posting requirements for natural gas pipelines and buyers and sellers of natural gas.

Rates for our interstate natural gas transmission and storage operations at the Pipeline Companies , which include reservation, commodity, surcharges, fuel and gas lost and unaccounted for charges, are authorized by the FERC. In accordance with the FERC's rate-making principles, the Pipeline Companies ' current maximum tariff rates are designed to recover prudently incurred costs included in their pipeline system's regulatory cost of service that are associated with the construction, operation and maintenance of their pipeline system and to afford our Pipeline Companies an opportunity to earn a reasonable rate of return. Nevertheless, the rates the FERC authorizes our Pipeline Companies to charge their customers may not be sufficient to recover the costs incurred to provide services in any given period. Moreover, from time to time, the FERC may change, alter or refine its policies or methodologies for establishing pipeline rates and terms and conditions of service. In addition, the FERC has the authority under Section 5 of the Natural Gas Act of 1938 ("NGA") to investigate whether a pipeline may be earning more than its allowed rate of return and, when appropriate, to institute proceedings against such pipeline to reduce rates. Any such proceedings, if instituted, could result in significantly adverse rate decreases.

Under FERC policy, interstate pipelines and their customers may execute contracts at negotiated rates, which may be above or below the maximum tariff rate for that service or the pipeline may agree to provide a discounted rate, which would be a rate between the maximum and minimum tariff rates. In a rate proceeding, rates in these contracts are generally not subject to adjustment. It is possible that the cost to perform services under negotiated or discounted rate contracts will exceed the cost used in the determination of the negotiated or discounted rates, which could result either in losses or lower rates of return for providing such services. FERC policy allows interstate natural gas pipelines to design new maximum tariff rates to recover such costs under certain circumstances in rate cases. However, with respect to discounts granted to affiliates, the interstate natural gas pipeline must demonstrate that the discounted rate was necessary in order to meet competition.

GEMA Jurisdiction

The Northern Powergrid Distribution Companies, as Distribution Network Operators ("DNOs") and holders of electricity distribution licenses, are subject to regulation by GEMA. Most of the revenue of a DNO is controlled by a distribution price control formula set out in the electricity distribution license. The price control formula does not directly constrain profits from year to year, but is a control on revenue that operates independently of most of the DNO's actual costs. A resetting of the formula does not require the consent of the DNO, but if a licensee disagrees with a change to its license it can appeal the matter to the United Kingdom's Competition and Markets Authority. GEMA is able to impose financial penalties on DNOs that contravene any of their electricity distribution license duties or certain of their duties under British law, or fail to achieve satisfactory performance of individual standards prescribed by GEMA. Any penalty imposed must be reasonable and may not exceed 10% of the DNO's revenue. During the term of any price control, additional costs have a direct impact on the financial results of the Northern Powergrid Distribution Companies.

AUC Jurisdiction

The AUC is an independent, quasi-judicial agency established by the province of Alberta, Canada, which is responsible for, among other things, approving the tariffs of transmission facility owners, including ALP , and distribution utilities, acquisitions of such transmission facility owners or utilities, and construction and operation of new transmission projects in Alberta. The AUC also investigates and rules on regulated rate disputes and system access problems.

The AUC regulates and oversees Alberta's electricity transmission sector with broad authority that may impact many of ALP 's activities, including its tariffs, rates, construction, operations and financing. The AUC has various core functions in regulating the Alberta electricity transmission sector, including the following:


•	regulating and adjudicating issues related to the operation of electric utilities within Alberta;

•

processing and approving general tariff applications relating to revenue requirements and rates of return for regulated utilities while ensuring that utility rates are just and reasonable and approval of the transmission tariff rates of regulated transmission providers by the AESO, which is the independent transmission system operator in Alberta, Canada that controls the operation of AltaLink's transmission system;


•	approving the need for new electricity transmission facilities and permits to build and licenses to operate electricity transmission facilities;


•	reviewing operations and accounts from electric utilities and conducting on-site inspections to ensure compliance with industry regulation and standards;


•	adjudicating enforcement issues including the imposition of administrative penalties that arise when market participants violate the rules of the AESO; and


•	collecting, storing, analyzing, appraising and disseminating information to effectively fulfill its duties as an industry regulator.

In addition, AUC approval is required in connection with new energy and regulated utility initiatives in Alberta, amendments to existing approvals and financing proposals by designated utilities.

The AESO determines the need and plans for the expansion and enhancement of a congestion free transmission system in Alberta in accordance with applicable law and reliability standards. The AESO's responsibilities include long-term transmission planning and management, including assessing and planning for the current and future transmission system capacity needs of AESO market participants. When AESO determines an expansion or enhancement of the transmission system is needed, with limited exceptions, it submits an application to the AUC for approval of the proposed expansion or enhancement. The AESO then determines which transmission provider should submit an application to the AUC for a permit and license to construct and operate the designated transmission facilities. Generally the transmission provider operating in the geographic area where the transmission facilities expansion or enhancement is to be located is selected by the AESO to build, own and operate the transmission facilities. In addition, Alberta law provides that transmission projects may be subject to a competitive process open to qualifying bidders. In either case, there can be no assurance that any jurisdictional market participant that we may own, including AltaLink, will be selected by the AESO to build, own and operate transmission facilities, even if our market participant operates in the relevant geographic area, or that our market participant will be successful in any such competitive process in which it may participate.

Through our subsidiaries, we are actively pursuing, developing and constructing new or expanded facilities, the completion and expected costs of which are subject to significant risk, and our subsidiaries have significant funding needs related to their planned capital expenditures.

Through our subsidiaries, we actively pursue, develop and construct new or expanded facilities. We expect that these subsidiaries will incur substantial annual capital expenditures over the next several years. Such expenditures include and may include in the future, among others, construction and other costs for new electricity generating facilities, electric transmission or distribution projects, environmental control and compliance systems, natural gas storage facilities, new or expanded pipeline systems, and continued maintenance and upgrades of existing assets.

Development and construction of major facilities are subject to substantial risks, including fluctuations in the price and availability of commodities, manufactured goods, equipment, labor, siting and permitting and changes in environmental and operational compliance matters, load forecasts and other items over a multi-year construction period, as well as counterparty risk and the economic viability of our suppliers, customers and contractors. Certain of our construction projects are substantially dependent upon a single supplier or contractor and replacement of such supplier or contractor may be difficult and cannot be assured. These risks may result in the inability to timely complete a project or higher than expected costs to complete an asset and place it in-service and, in extreme cases, the loss of the power purchase agreements or other long-term off-take contracts underlying such projects. Such costs may not be recoverable in the regulated rates or market or contract prices our subsidiaries are able to charge their customers. Delays in construction of renewable projects may result in delayed in-service dates which may result in the loss of anticipated revenue or income tax benefits. It is also possible that additional generation needs may be obtained through power purchase agreements, which could increase long-term purchase obligations and force reliance on the operating performance of a third party. The inability to successfully and timely complete a project, avoid unexpected costs or recover any such costs could adversely affect our consolidated financial results.

Furthermore, our subsidiaries depend upon both internal and external sources of liquidity to provide working capital and to fund capital requirements. In some cases, like our solar projects, we have committed to provide significant amounts of equity to our subsidiaries that are engaged in construction projects. If we do not provide needed funding to our subsidiaries and the subsidiaries are unable to obtain funding from external sources, they may need to postpone or cancel planned capital expenditures, and in the case of our subsidiaries' solar and wind projects for which we have provided equity commitment agreements, could result in a default by us.

Failure to construct these planned projects could limit opportunities for growth, increase operating costs and adversely affect the reliability of electricity service to our customers. For example, if PacifiCorp is not able to expand its existing portfolio of generating facilities, it may be required to enter into long-term wholesale electricity purchase contracts or purchase wholesale electricity at more volatile and potentially higher prices in the spot markets to serve retail loads.

A significant sustained decrease in demand for electricity or natural gas in the markets served by our subsidiaries would decrease our operating revenue, could impact our planned capital expenditures and could adversely affect our consolidated financial results.


•	a depression, recession or other adverse economic condition that results in a lower level of economic activity or reduced spending by consumers on electricity or natural gas;


•	an increase in the market price of electricity or natural gas or a decrease in the price of other competing forms of energy;


•	shifts in competitively priced natural gas supply sources away from the sources connected to our Pipeline Companies ' systems, including new shale gas sources;


•	efforts by customers, legislators and regulators to reduce the consumption of electricity generated or distributed by our subsidiaries through various conservation, energy efficiency and distributed generation measures and programs;


•	laws mandating or encouraging renewable energy sources, which may decrease the demand for natural gas;


•	higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of natural gas or other fuel sources for electricity generation or that limit the use of natural gas or the generation of electricity from fossil fuels;


•	a shift to more energy-efficient or alternative fuel machinery or an improvement in fuel economy, whether as a result of technological advances by manufacturers, legislation mandating higher fuel economy or lower emissions, price differentials, incentives or otherwise;


•	a reduction in the state or federal subsidies or tax incentives that are provided to agricultural, industrial or other customers, or a significant sustained change in prices for commodities such as ethanol or corn for ethanol manufacturers; and


•	sustained mild weather that reduces heating or cooling needs.

Our operating results may fluctuate on a seasonal and quarterly basis and may be adversely affected by weather.

In most parts of the United States and other markets in which our subsidiaries operate, demand for electricity peaks during the summer months when irrigation and cooling needs are higher. Market prices for electricity also generally peak at that time. In other areas, demand for electricity peaks during the winter. In addition, demand for natural gas and other fuels generally peaks during the winter when heating needs are higher. This is especially true in Northern Natural Gas' traditional end-use and distribution market area and MidAmerican Energy's and Sierra Pacific's retail natural gas businesses. Further, extreme weather conditions, such as heat waves, winter storms or floods could cause these seasonal fluctuations to be more pronounced. Periods of low rainfall or snowpack may negatively impact electricity generation at PacifiCorp's hydroelectric generating facilities, which may result in greater purchases of electricity from the wholesale market or from other sources at market prices. Additionally, PacifiCorp and MidAmerican Energy have added substantial wind-powered generating capacity, and our unregulated subsidiaries are adding solar and wind-powered generating capacity, each of which is also a climate-dependent resource.

As a result, the overall financial results of our subsidiaries may fluctuate substantially on a seasonal and quarterly basis. We have historically provided less service, and consequently earned less income, when weather conditions are mild. Unusually mild weather in the future may adversely affect our consolidated financial results through lower revenue or margins. Conversely, unusually extreme weather conditions could increase our costs to provide services and could adversely affect our consolidated financial results. The extent of fluctuation in our consolidated financial results may change depending on a number of factors related to our subsidiaries' regulatory environment and contractual agreements, including their ability to recover energy costs, the existence of revenue sharing provisions and terms of the wholesale sale contracts.

Our subsidiaries are subject to market risk associated with the wholesale energy markets, which could adversely affect our consolidated financial results.

In general, our primary market risk is adverse fluctuations in the market price of wholesale electricity and fuel, including natural gas, coal and fuel oil, which is compounded by volumetric changes affecting the availability of or demand for electricity and fuel. The market price of wholesale electricity may be influenced by several factors, such as the adequacy or type of generating capacity, scheduled and unscheduled outages of generating facilities, prices and availability of fuel sources for generation, disruptions or constraints to transmission and distribution facilities, weather conditions, demand for electricity, economic growth and changes in technology. Volumetric changes are caused by fluctuations in generation or changes in customer needs that can be due to the weather, electricity and fuel prices, the economy, regulations or customer behavior. For example, the Utilities purchase electricity and fuel in the open market as part of their normal operating businesses. If market prices rise, especially in a time when larger than expected volumes must be purchased at market prices, the Utilities may incur significantly greater expense than anticipated. Likewise, if electricity market prices decline in a period when the Utilities are a net seller of electricity in the wholesale market, the Utilities could earn less revenue. Although the Utilities have energy cost adjustment mechanisms in certain states, the risks associated with changes in market prices may not be fully mitigated.

Potential terrorist activities and the impact of military or other actions, including cyberattacks, could adversely affect our consolidated financial results.

The ongoing threat of terrorism and the impact of military or other actions by nations or politically, ethnically or religiously motivated organizations regionally or globally may create increased political, economic, social and financial market instability, which could subject our subsidiaries' operations to increased risks. Additionally, the United States government has issued warnings that energy assets, specifically pipeline, nuclear generation, transmission and other electric utility infrastructure, are potential targets for terrorist attacks, including cyberattacks. Cyberattacks could adversely affect our subsidiaries' ability to operate their facilities, information technology and business systems, or compromise confidential customer and employee information. Political, economic, social or financial market instability or damage to or interference with the operating assets of our subsidiaries, customers or suppliers may result in business interruptions, lost revenue, higher commodity prices, disruption in fuel supplies, lower energy consumption and unstable markets, particularly with respect to electricity and natural gas, and increased security, repair or other costs, any of which may materially adversely affect us and our subsidiaries in ways that cannot be predicted at this time. Any of these risks could materially affect our consolidated financial results. Furthermore, instability in the financial markets as a result of terrorism, sustained or significant cyberattacks, or war could also materially adversely affect our and our subsidiaries' ability to raise capital.

MidAmerican Energy is subject to the unique risks associated with nuclear generation.

The ownership and operation of nuclear power plants, such as MidAmerican Energy's 25% ownership interest in Quad Cities Station, involves certain risks. These risks include, among other items, mechanical or structural problems, inadequacy or lapses in maintenance protocols, the impairment of reactor operation and safety systems due to human error, the costs of storage, handling and disposal of nuclear materials, compliance with and changes in regulation of nuclear power plants, limitations on the amounts and types of insurance coverage commercially available, and uncertainties with respect to the technological and financial aspects of decommissioning nuclear facilities at the end of their useful lives. The prolonged unavailability of Quad Cities Station could have a materially adverse effect on MidAmerican Energy's financial results, particularly when the cost to produce power at the plant is significantly less than market wholesale prices. The following are among the more significant of these risks:

•

Operational Risk - Operations at any nuclear power plant could degrade to the point where the plant would have to be shut down. If such degradations were to occur, the process of identifying and correcting the causes of the operational downgrade to return the plant to operation could require significant time and expense, resulting in both lost revenue and increased fuel and purchased electricity costs to meet supply commitments. Rather than incurring substantial costs to restart the plant, the plant could be shut down. Furthermore, a shut-down or failure at any other nuclear power plant could cause regulators to require a shut-down or reduced availability at Quad Cities Station.

In addition, issues relating to the disposal of nuclear waste material, including the availability, unavailability and expense of a permanent repository for spent nuclear fuel could adversely impact operations as well as the cost and ability to decommission nuclear power plants, including Quad Cities Station, in the future.

•

Regulatory Risk - The NRC may modify, suspend or revoke licenses and impose civil penalties for failure to comply with applicable Atomic Energy Act regulations or the terms of the licenses of nuclear facilities. Unless extended, the NRC operating licenses for Quad Cities Station will expire in 2032. Changes in regulations by the NRC could require a substantial increase in capital expenditures or result in increased operating or decommissioning costs.

•

Nuclear Accident and Catastrophic Risks - Accidents and other unforeseen catastrophic events have occurred at nuclear facilities other than Quad Cities Station, both in the United States and elsewhere, such as at the Fukushima Daiichi nuclear power plant in Japan as a result of the earthquake and tsunami in March 2011. The consequences of an accident or catastrophic event can be severe and include loss of life and property damage. Any resulting liability from a nuclear accident or catastrophic event could exceed MidAmerican Energy's resources, including insurance coverage.

Certain of our subsidiaries are subject to the risk that customers will not renew their contracts or that our subsidiaries will be unable to obtain new customers for expanded capacity, each of which could adversely affect our consolidated financial results.

Substantially all of the Pipeline Companies ' revenues are generated under transportation and storage contracts that periodically must be renegotiated and extended or replaced, and the Pipeline Companies are dependent upon relatively few customers for a substantial portion of their revenue. If our subsidiaries are unable to renew, remarket, or find replacements for their customer agreements on favorable terms, our sales volumes and operating revenue would be exposed to reduction and increased volatility. For example, without the benefit of long-term transportation agreements, we cannot assure that the Pipeline Companies will be able to transport natural gas at efficient capacity levels. Similarly, without long-term power purchase agreements, we cannot assure that our unregulated power generators will be able to operate profitably. Failure to maintain existing long-term agreements or secure new long-term agreements, or being required to discount rates significantly upon renewal or replacement, could adversely affect our consolidated financial results. The replacement of any existing long-term agreements depends on market conditions and other factors that may be beyond our subsidiaries' control.

Our subsidiaries are subject to counterparty credit risk, which could adversely affect our consolidated financial results.

Our subsidiaries are subject to counterparty credit risk related to contractual payment obligations with wholesale suppliers and customers. Adverse economic conditions or other events affecting counterparties with whom our subsidiaries conduct business could impair the ability of these counterparties to meet their payment obligations. Our subsidiaries depend on these counterparties to remit payments on a timely basis. We continue to monitor the creditworthiness of our wholesale suppliers and customers in an attempt to reduce the impact of any potential counterparty default. If strategies used to minimize these risk exposures are ineffective or if any of our subsidiaries' wholesale suppliers' or customers' financial condition deteriorates or they otherwise become unable to pay, it could have a significant adverse impact on our liquidity and our consolidated financial results.

Our subsidiaries are subject to counterparty performance risk, which could adversely affect our consolidated financial results.

Our subsidiaries are subject to counterparty performance risk related to performance of contractual obligations by wholesale suppliers, customers and contractors. Each subsidiary relies on wholesale suppliers to deliver commodities, primarily natural gas, coal and electricity, in accordance with short- and long-term contracts. Failure or delay by suppliers to provide these commodities pursuant to existing contracts could disrupt the delivery of electricity and require the Utilities to incur additional expenses to meet customer needs. In addition, when these contracts terminate, the Utilities may be unable to purchase the commodities on terms equivalent to the terms of current contracts.

Our subsidiaries rely on wholesale customers to take delivery of the energy they have committed to purchase. Failure of customers to take delivery may require these subsidiaries to find other customers to take the energy at lower prices than the original customers committed to pay. If our subsidiaries' wholesale customers are unable to fulfill their obligations, there may be a significant adverse impact on our consolidated financial results.

Generally, a single customer purchases the energy from our independent power projects in the United States and the Philippines pursuant to long-term power purchase agreements. Without performance by the counterparties under these agreements, we cannot assure that our unregulated power generators will be able to operate profitably.

Inflation and changes in commodity prices and fuel transportation costs may adversely affect our consolidated financial results.

Inflation and increases in commodity prices and fuel transportation costs may affect our subsidiaries by increasing both operating and capital costs. As a result of existing rate agreements, contractual arrangements or competitive price pressures, our subsidiaries may not be able to pass the costs of inflation on to their customers. If our subsidiaries are unable to manage cost increases or pass them on to their customers, our consolidated financial results could be adversely affected.

Poor performance of plan and fund investments and other factors impacting the pension and other postretirement benefit plans and nuclear decommissioning and mine reclamation trust funds could unfavorably impact our cash flows and liquidity.

Costs of providing our defined benefit pension and other postretirement benefit plans depend upon a number of factors, including the rates of return on plan assets, the level and nature of benefits provided, discount rates, mortality assumptions, the interest rates used to measure required minimum funding levels, changes in benefit design, tax deductibility and funding limits, changes in laws and government regulation and our required or voluntary contributions made to the plans. Certain of our pension and other postretirement benefit plans are in underfunded positions. Even if sustained growth in the investments over future periods increases the value of these plans' assets, we will likely be required to make cash contributions to fund these plans in the future. Additionally, our plans have investments in domestic and foreign equity and debt securities and other investments that are subject to loss. Losses from investments could add to the volatility, size and timing of future contributions.

In addition, MidAmerican Energy is required to fund over time the projected costs of decommissioning Quad Cities Station, a nuclear power plant. Funds MidAmerican Energy has invested in a nuclear decommissioning trust are invested in debt and equity securities and poor performance of these investments will reduce the amount of funds available for their intended purpose, which could require MidAmerican Energy to make additional cash contributions. Such cash funding obligations, which are also impacted by the other factors described above, could have a material impact on MidAmerican Energy's liquidity by reducing its available cash.

We own investments and projects located in foreign countries that are exposed to increased economic, regulatory and political risks.

We own and may acquire significant energy-related investments and projects outside of the United States, including our recent acquisition of AltaLink. In addition to any disruption in the global financial markets, the economic, regulatory and political conditions in some of the countries where we have operations or are pursuing investment opportunities may present increased risks related to, among others, inflation, foreign currency exchange rate fluctuations, currency repatriation restrictions, nationalization, renegotiation, privatization, availability of financing on suitable terms, customer creditworthiness, construction delays, business interruption, political instability, civil unrest, guerilla activity, terrorism, expropriation, trade sanctions, contract nullification and changes in law, regulations or tax policy. We may not choose to or be capable of either fully insuring against or effectively hedging these risks.

We are exposed to risks related to fluctuations in foreign currency exchange rates.

Our business operations and investments outside the United States increase our risk related to fluctuations in foreign currency exchange rates, primarily the British pound and the Canadian dollar. Our principal reporting currency is the United States dollar, and the value of the assets and liabilities, earnings, cash flows and potential distributions from our foreign operations changes with the fluctuations of the currency in which they transact. We may selectively reduce some foreign currency exchange rate risk by, among other things, requiring contracted amounts be settled in, or indexed to, United States dollars or a currency freely convertible into United States dollars, or hedging through foreign currency derivatives. These efforts, however, may not be effective and could negatively affect our consolidated financial results.

Cyclical fluctuations in the residential real estate brokerage and mortgage businesses could adversely affect HomeServices.

The residential real estate brokerage and mortgage industries tend to experience cycles of greater and lesser activity and profitability and are typically affected by changes in economic conditions, which are beyond HomeServices' control. Any of the following, among others, are examples of items that could have a material adverse effect on HomeServices' businesses by causing a general decline in the number of home sales, sale prices or the number of home financings which, in turn, would adversely affect its financial results:


•	rising interest rates or unemployment rates, including a sustained high unemployment rate in the United States;


•	periods of economic slowdown or recession in the markets served;


•	decreasing home affordability;


•	lack of available mortgage credit for potential homebuyers, such as the reduced availability of credit, which may continue into future periods;


•	declining demand for residential real estate as an investment;


•	nontraditional sources of new competition; and


•	changes in applicable tax law.

Disruptions in the financial markets could affect our and our subsidiaries' ability to obtain debt financing or to draw upon or renew existing credit facilities and have other adverse effects on us and our subsidiaries. Significant dislocations and liquidity disruptions in the United States, Great Britain, Canada and global credit markets, such as those that occurred in 2008 and 2009, may materially impact liquidity in the bank and debt capital markets, making financing terms less attractive for borrowers that are able to find financing and, in other cases, may cause certain types of debt financing, or any financing, to be unavailable. Additionally, economic uncertainty in the United States or globally may adversely affect the United States' credit markets and could negatively impact our and our subsidiaries' ability to access funds on favorable terms or at all. If we or our subsidiaries are unable to access the bank and debt markets to meet liquidity and capital expenditure needs, it may adversely affect the timing and amount of our capital expenditures, acquisition financing and our consolidated financial results.

We and our subsidiaries are involved in a variety of legal proceedings, the outcomes of which are uncertain and could adversely affect our consolidated financial results.

We and our subsidiaries are, and in the future may become, a party to a variety of legal proceedings. Litigation is subject to many uncertainties, and we cannot predict the outcome of individual matters with certainty. It is possible that the final resolution of some of the matters in which we and our subsidiaries are involved could result in additional material payments substantially in excess of established reserves or in terms that could require us or our subsidiaries to change business practices and procedures or divest ownership of assets. Further, litigation could result in the imposition of financial penalties or injunctions and adverse regulatory consequences, any of which could limit our ability to take certain desired actions or the denial of needed permits, licenses or regulatory authority to conduct our business, including the siting or permitting of facilities. Any of these outcomes could have a material adverse effect on our consolidated financial results.


Item 1B.	Unresolved Staff Comments

Not applicable.

Item 2. Properties

The Company's energy properties consist of the physical assets necessary to support its electricity and natural gas businesses. Properties of the Company's electricity businesses include electric generation, transmission and distribution facilities, as well as coal mining assets that support certain of the Company's electric generating facilities. Properties of the Company's natural gas businesses include natural gas distribution facilities, interstate pipelines, storage facilities, compressor stations and meter stations. In addition to these physical assets, the Company has rights-of-way, mineral rights and water rights that enable the Company to utilize its facilities. It is the opinion of the Company's management that the principal depreciable properties owned by the Company are in good operating condition and are well maintained. Pursuant to separate financing agreements, substantially all of PacifiCorp's electric utility properties, MidAmerican Energy's electric utility properties in the state of Iowa, Nevada Power's and Sierra Pacific's properties in the state of Nevada, AltaLink's transmission properties and substantially all of the assets of the subsidiaries of BHE Renewables are pledged or encumbered to support or otherwise provide the security for their related subsidiary debt. For additional information regarding the Company's energy properties, refer to Item 1 of this Form 10-K and Notes 4 , 5 and 22 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

The following table summarizes the electric generating facilities of BHE 's subsidiaries that are in operation as of December 31, 2014 :



			Facility Net	Net Owned
Energy			Capacity	Capacity
Source	Entity	Location by Significance	(MW)	(MW)

Natural gas and other	PacifiCorp, MidAmerican Energy, NV Energy and BHE Renewables	Nevada, Utah, Iowa, Illinois, Washington, Oregon, New York, Texas and Arizona	10,812	10,391

Coal	PacifiCorp, MidAmerican Energy and NV Energy	Iowa, Wyoming, Utah, Arizona, Montana, Colorado and Nevada	17,329	10,270

Wind	PacifiCorp, MidAmerican Energy and BHE Renewables	Iowa, Wyoming, Washington, California, Oregon and Illinois	4,252	4,243

Hydroelectric	PacifiCorp, MidAmerican Energy and BHE Renewables	Washington, Oregon, The Philippines, Idaho, California, Utah, Hawaii, Montana, Illinois and Wyoming	1,307	1,285

Solar	BHE Renewables	California and Arizona	1,240	1,092

Nuclear	MidAmerican Energy	Illinois	1,816	454

Geothermal	PacifiCorp and BHE Renewables	California and Utah	370	370

		Total	37,126	28,105

Additionally, BHE 's subsidiaries have electric generating facilities that are under construction in Iowa, Texas, California and Nevada as of December 31, 2014 having total Facility Net Capacity and Net Owned Capacity of 1,119 MW.

The right to construct and operate the Company's electric transmission and distribution facilities and interstate natural gas pipelines across certain property was obtained in most circumstances through negotiations and, where necessary, through the exercise of the power of eminent domain or similar rights. PacifiCorp, MidAmerican Energy, Nevada Power, Sierra Pacific, Northern Natural Gas and Kern River in the United States; Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc in Great Britain; and AltaLink in Alberta, Canada continue to have the power of eminent domain or similar rights in each of the jurisdictions in which they operate their respective facilities, but the United States and Canadian utilities do not have the power of eminent domain with respect to governmental or Native American and Canadian First Nations' tribal lands. Although the main Kern River pipeline crosses the Moapa Indian Reservation, all facilities in the Moapa Indian Reservation are located within a utility corridor that is reserved to the United States Department of Interior, Bureau of Land Management.

With respect to real property, each of the electric transmission and distribution facilities and interstate natural gas pipelines fall into two basic categories: (1) parcels that are owned in fee, such as certain of the electric generating facilities, electric substations, natural gas compressor stations, natural gas meter stations and office sites; and (2) parcels where the interest derives from leases, easements, rights-of-way, permits or licenses from landowners or governmental authorities permitting the use of such land for the construction, operation and maintenance of the electric transmission and distribution facilities and interstate natural gas pipelines. The Company believes that each of its energy subsidiaries has satisfactory title or interest to all of the real property making up their respective facilities in all material respects.

Item 3. Legal Proceedings

None.


Item 4.	Mine Safety Disclosures

Information regarding the Company's mine safety violations and other legal matters disclosed in accordance with Section 1503(a) of the Dodd-Frank Reform Act is included in Exhibit 95 to this Form 10-K.

PART II


Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

BHE 's common stock is owned by Berkshire Hathaway, Mr. Walter Scott, Jr., a member of BHE 's Board of Directors (along with family members and related entities), and Mr. Gregory E. Abel, BHE 's Chairman, President and Chief Executive Officer, and has not been registered with the SEC pursuant to the Securities Act of 1933, as amended, listed on a stock exchange or otherwise publicly held or traded. BHE has not declared or paid any cash dividends to its common shareholders since Berkshire Hathaway acquired an equity ownership interest in BHE in March 2000, and does not presently anticipate that it will declare any dividends on its common stock in the foreseeable future.

For a discussion of restrictions that limit BHE 's and its subsidiaries' ability to pay dividends on their common stock, refer to Note 17 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Item 6. Selected Financial Data

The following table sets forth the Company's selected consolidated historical financial data, which should be read in conjunction with the information in Item 7 of this Form 10-K and with the Company's historical Consolidated Financial Statements and notes thereto in Item 8 of this Form 10-K. The selected consolidated historical financial data has been derived from the Company's audited historical Consolidated Financial Statements and notes thereto (in millions).



	Years Ended December 31,
	2014 ⁽¹⁾		2013 ⁽¹⁾		2012		2011		2010
Consolidated Statement of Operations Data:
Operating revenue	$	17,326	$	12,635	$	11,548	$	11,173	$	11,127
Net income	2,122		1,676		1,495		1,352		1,310
Net income attributable to BHE shareholders	2,095		1,636		1,472		1,331		1,238

	As of December 31,
	2014 ⁽¹⁾		2013 ⁽¹⁾		2012		2011		2010
Consolidated Balance Sheet Data:
Total assets	$	82,304	$	70,000	$	52,467	$	47,718	$	45,668
Short-term debt	1,445		232		887		865		320
Long-term debt, including current maturities:
BHE senior debt	7,860		6,616		4,621		5,363		5,371
BHE subordinated debt	3,794		2,594		—		22		315
Subsidiary debt	26,995		22,802		16,114		13,687		13,805
Total BHE shareholders' equity	20,442		18,711		15,742		14,092		13,232


(1)	Reflects the completion of the AltaLink Transaction from December 1, 2014 and the NV Energy Transaction from December 19, 2013.


Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of the Company during the periods included herein. Explanations include management's best estimate of the impact of weather, customer growth and other factors. This discussion should be read in conjunction with Item 6 of this Form 10-K and with the Company's historical Consolidated Financial Statements and Notes to Consolidated Financial Statements in Item 8 of this Form 10-K. The Company's actual results in the future could differ significantly from the historical results.

The reportable segment financial information includes all necessary adjustments and eliminations needed to conform to the Company's significant accounting policies. The differences between the reportable segment amounts and the consolidated amounts, described as " BHE and Other ," relate principally to other corporate entities, corporate functions and intersegment eliminations. BHE U.S. Transmission was previously included in BHE and Other.

Results of Operations

Overview

Net income for the Company's reportable segments for the years ended December 31 is summarized as follows (in millions):



	2014			2013			Change					2013			2012			Change
Net income attributable to BHE shareholders:
PacifiCorp	$	700		$	681		$	19		3	%	$	681		$	539		$	142		26	%
MidAmerican Funding	409			340			69			20		340			342			(2		)	(1	)
NV Energy	354			(43		)	397			*		(43		)	—			(43		)	*
Northern Powergrid	412			335			77			23		335			394			(59		)	(15	)
BHE Pipeline Group	230			237			(7		)	(3	)	237			232			5			2
BHE Transmission	56			33			23			70		33			26			7			27
BHE Renewables	121			(20		)	141			*		(20		)	14			(34		)	*
HomeServices	83			73			10			14		73			47			26			55
BHE and Other	(270		)	—			(270		)	*		—			(122		)	122			100
Total net income attributable to BHE shareholders	$	2,095		$	1,636		$	459		28		$	1,636		$	1,472		$	164		11

* Not meaningful

Net income attributable to BHE shareholders increased $459 million for 2014 compared to 2013 due to the following:

•

PacifiCorp 's net income increased due to higher retail rates, the current year recognition of insurance recoveries for a fire claim and related charges in 2013, and higher average wholesale prices, partially offset by higher energy costs, lower retail customer load and higher depreciation and amortization due to the impact of a depreciation rate study effective in 2014 and higher plant in-service.

•

MidAmerican Funding 's net income increased due to improved regulated electric margins from higher electric retail rates in Iowa, net of the impact of cooler summer temperatures in 2014, higher natural gas margins from colder winter temperatures in 2014, lower depreciation and amortization primarily from the impact of depreciation rate changes and higher AFUDC, partially offset by higher operating and interest expense.

•

NV Energy was acquired on December 19, 2013, and its results are included in the consolidated results beginning as of that date. Net income for 2014 totaled $354 million. The net loss for 2013 reflects a one-time bill credit to retail customers of $13 million, after-tax, charges under NV Energy's change in control policy of $19 million, after-tax, and contributions to the NV Energy Foundation of $11 million, after-tax.

•

Northern Powergrid 's net income increased due to higher tariff rates, a one-time rebate to customers in December 2013, favorable movements in regulatory provisions in 2014 and the weaker United States dollar of $26 million, partially offset by deferred income tax benefits in 2013 of $54 million from reductions in the United Kingdom corporate income tax rate, lower distributed units and write-offs of hydrocarbon well costs.

•

BHE Pipeline Group 's net income decreased due to higher operating expense primarily at Northern Natural Gas as a result of higher in-line inspection, hydrostatic testing and other maintenance project costs, benefits from a contract restructuring in 2013 at Northern Natural Gas and higher depreciation and amortization, partially offset by higher transportation revenue at Northern Natural Gas due to greater volumes from colder temperatures.


•	BHE Transmission 's net income increased due to the acquisition of AltaLink on December 1, 2014 totaling $13 million and higher equity earnings at ETT due to continued investment and additional plant placed in-service, partially offset by higher operating expense primarily related to higher project development and acquisition costs.

•

BHE Renewables ' net income increased due to higher earnings from the Topaz and Solar Star Projects as additional solar capacity was placed in-service and a non-recurring goodwill impairment at CE Generation in the fourth quarter of 2013, partially offset by unfavorable changes in the valuation of the power purchase agreement derivative at Bishop Hill II and the interest rate swaps at the Pinyon Pines Projects.


•	HomeServices ' net income increased due to higher earnings at newly acquired businesses, partially offset by lower earnings at existing franchise, brokerage and mortgage businesses due to lower units, lower overall real estate purchase and refinancing activity.


•	BHE and Other net loss increased due to higher interest expense from debt issuances in the fourth quarter of 2014 and 2013, one-time state deferred income tax benefits recognized in 2013 from a reduction in the apportioned state tax rate of $161 million, in part, as a result of our acquisition of NV Energy and higher charitable contributions.

Net income attributable to BHE shareholders increased $164 million for 2013 compared to 2012 due to the following:


•	PacifiCorp 's net income increased largely due to $87 million of lower net after-tax charges related to the USA Power litigation and certain fire and other damage claims. Excluding these charges, net income increased $55 million primarily due to higher retail rates and higher retail customer load, partially offset by higher energy costs, lower REC revenue and higher depreciation and amortization.


•	MidAmerican Funding 's net income decreased due to lower nonregulated revenue and margins as a result of greater competition, partially offset by higher regulated natural gas earnings on higher retail volumes and higher regulated electric earnings due, in part, to higher rates.


•	NV Energy was acquired on December 19, 2013. The reported net loss reflects a one-time bill credit to retail customers of $13 million, after-tax, charges under NV Energy's change in control policy of $19 million, after-tax, and contributions to the NV Energy Foundation of $11 million, after-tax.


•	Northern Powergrid 's net income decreased due to lower income tax benefits, a one-time rebate to customers, unfavorable movements in regulatory provisions, lower distributed units, higher distribution expenses and the stronger United States dollar, partially offset by higher tariff rates.


•	BHE Pipeline Group 's net income increased as benefits from a contract restructuring, higher transportation revenue at Northern Natural Gas and lower interest expense were partially offset by lower operating revenue at Kern River on contract expirations and lower storage revenue on narrowing natural gas price spreads at Northern Natural Gas.


•	BHE Transmission 's net income increased due to higher equity earnings at ETT due to continued investment and additional plant placed in-service.

•

BHE Renewables ' net income decreased due to an impairment charge related to the equity investment in CE Generation totaling $114 million, after-tax and higher net interest costs, partially offset by additional solar and wind-powered generation, which resulted in higher operating revenue, operating expense and depreciation and amortization, and a favorable change in the valuation of a power purchase agreement derivative of $26 million.

•

HomeServices ' net income increased due to higher earnings at the franchise and brokerage businesses, partially offset by higher amortization of acquisition related costs and lower equity earnings at its mortgage joint venture due to lower refinancing activity. Operating revenue increased $497 million reflecting higher revenue from acquired businesses and higher average home sale prices and closed brokerage units at existing businesses.


•	BHE and Other improved due to one-time state deferred income tax benefits recognized from a reduction in the apportioned state tax rate of $161 million, in part as a result of acquiring NV Energy, and lower interest expense.

Reportable Segment Results

Operating revenue and operating income for the Company's reportable segments for the years ended December 31 are summarized as follows (in millions):



	2014			2013			Change					2013			2012			Change
Operating revenue:
PacifiCorp	$	5,252		$	5,147		$	105		2	%	$	5,147		$	4,882		$	265		5	%
MidAmerican Funding	3,762			3,413			349			10		3,413			3,247			166			5
NV Energy	3,241			(20		)	3,261			*		(20		)	—			(20		)	*
Northern Powergrid	1,283			1,025			258			25		1,025			1,035			(10		)	(1	)
BHE Pipeline Group	1,078			952			126			13		952			968			(16		)	(2	)
BHE Transmission	62			—			62			*		—			—			—			*
BHE Renewables	623			355			268			75		355			166			189			*
HomeServices	2,144			1,809			335			19		1,809			1,312			497			38
BHE and Other	(119		)	(46		)	(73		)	*		(46		)	(62		)	16			26
Total operating revenue	$	17,326		$	12,635		$	4,691		37		$	12,635		$	11,548		$	1,087		9

Operating income:
PacifiCorp	$	1,308		$	1,275		$	33		3	%	$	1,275		$	1,034		$	241		23	%
MidAmerican Funding	423			357			66			18		357			369			(12		)	(3	)
NV Energy	791			(42		)	833			*		(42		)	—			(42		)	*
Northern Powergrid	674			501			173			35		501			565			(64		)	(11	)
BHE Pipeline Group	439			446			(7		)	(2	)	446			465			(19		)	(4	)
BHE Transmission	16			(5		)	21			*		(5		)	(2		)	(3		)	*
BHE Renewables	314			223			91			41		223			93			130			*
HomeServices	125			129			(4		)	(3	)	129			62			67			*
BHE and Other	(44		)	(49		)	5			10		(49		)	(19		)	(30		)	*
Total operating income	$	4,046		$	2,835		$	1,211		43		$	2,835		$	2,567		$	268		10

* Not meaningful

PacifiCorp

Operating revenue increased $105 million for 2014 compared to 2013 due to higher retail revenue of $73 million and higher wholesale and other revenue of $32 million. The increase in retail revenue was due to higher rates of $144 million, partially offset by lower retail customer load of $71 million. Customer load decreased 1.2% due to the impacts of milder weather on residential and commercial customers primarily in Utah and Oregon, partially offset by higher commercial and residential customer usage primarily in Utah, higher average number of residential customers and higher irrigation customer usage in Oregon. Wholesale and other revenue increased primarily due to higher average wholesale prices of $26 million, partially offset by lower REC revenue of $9 million.

Operating income increased $33 million for 2014 compared to 2013 due to the higher operating revenue and the current year recognition of insurance recoveries for a fire claim and related charges in 2013, partially offset by higher energy costs of $73 million, higher depreciation and amortization of $53 million, due to the impact of a depreciation rate study effective in 2014 and higher plant in-service including the Lake Side 2 natural gas-fueled generating unit ("Lake Side 2"). Energy costs increased due to higher natural gas volumes including Lake Side 2 generation, higher average cost of coal, lower net deferrals of incurred net power costs, Utah mine disposition costs, higher average cost of purchased electricity and higher transmission expense, partially offset by lower purchased electricity volumes, lower coal volumes, lower average cost of natural gas and higher hydroelectric generation.

Operating revenue increased $265 million for 2013 compared to 2012 due to higher retail revenue of $337 million, partially offset by lower REC revenue of $74 million and lower wholesale revenue of $7 million. The increase in retail revenue was due to higher rates of $259 million and higher retail customer load of $78 million. Retail customer load increased 2.0% due to the impacts of hotter weather in the third quarter of 2013 and colder weather in the first and fourth quarters of 2013 on residential and commercial load, higher industrial customer usage primarily in the eastern portion of PacifiCorp's service territory and an increase in the average number of residential customers, partially offset by lower residential customer usage. Wholesale revenue decreased due to lower volumes of $46 million, partially offset by higher average prices of $39 million.

Operating income increased $241 million for 2013 compared to 2012 largely due to lower net charges totaling $140 million related to the USA Power litigation and certain fire and other damage claims. Excluding these charges, operating income increased $101 million due to the higher operating revenue, partially offset by higher energy costs of $106 million, higher depreciation and amortization of $37 million, due primarily to higher plant in-service and accelerated depreciation rates for Oregon's share of the Carbon Facility expected to be retired in April 2015, and higher operating expense of $21 million. Energy costs increased due to a higher average cost of purchased electricity, higher coal-fueled generation costs due to higher unit costs and volumes, reduced electricity swap settlement gains and higher natural gas volumes, partially offset by lower purchased electricity volumes, a lower average cost of natural gas and higher net deferrals of incurred net power costs.

MidAmerican Funding

Operating revenue increased $349 million for 2014 compared to 2013 due to higher regulated electric operating revenue of $55 million, higher regulated natural gas operating revenue of $172 million and higher nonregulated and other operating revenue of $122 million. Regulated electric operating revenue increased due to higher retail revenue of $61 million, partially offset by lower wholesale and other revenue of $6 million. Retail revenue was higher due to $49 million from higher electric rates in Iowa and $22 million from higher recoveries of demand-side management program costs, partially offset by $10 million from lower retail customer load for higher-priced, weather-sensitive customers. The increase in Iowa electric rates includes the increase in base rates implemented in August 2013 and, effective with the implementation of final base rates in August 2014, changes in rate structure related to seasonal pricing that result in higher rates from June to September and lower rates in the remaining months, and new adjustment clauses for recovery of retail energy production and transmission costs. Electric retail customer load increased 1.4% compared to 2013 as a result of strong industrial growth, partially offset by cooler summer temperatures in 2014. Electric wholesale revenue increased due to higher average prices of $17 million, partially offset by lower volumes of $16 million primarily from the higher retail energy requirements. Transmission revenue increased $6 million due to revenue from MidAmerican Energy's Multi-Value Projects ("MVPs"), which are expected to increase substantially as the projects are constructed over the next two years. Other electric revenue decreased $13 million primarily from lower steam sales, partially due to the expiration of a contract, and lower sales of RECs. Regulated natural gas operating revenue increased due to an increase in recoveries through adjustment clauses from a higher average per-unit cost of gas sold of $165 million and higher retail sales volumes from colder winter temperatures in 2014, partially offset by lower wholesale volumes. Nonregulated and other operating revenue increased due to higher natural gas and electricity prices, higher electricity volumes and higher construction services, partially offset by lower natural gas volumes.

Operating income increased $66 million for 2014 compared to 2013 primarily due to higher regulated electric operating income of $64 million. Regulated electric operating income increased due to the higher regulated electric operating revenue and $54 million of lower depreciation and amortization, partially offset by higher energy costs of $15 million, primarily due to higher fossil-fueled generation costs per unit and purchased power, and higher operating expense of $30 million. Operating expense increased primarily due to higher demand-side management program costs, higher transmission costs and higher property taxes. Depreciation and amortization decreased due to $79 million from the impact of depreciation rate changes, partially offset by additional plant in-service.

Operating revenue increased $166 million for 2013 compared to 2012 due to higher regulated electric operating revenue of $68 million and higher regulated natural gas operating revenue of $165 million, partially offset by lower nonregulated and other operating revenue of $67 million. Regulated electric operating revenue increased due to higher retail revenue of $82 million, partially offset by lower wholesale and other revenue of $14 million. Electric retail revenue increased due to higher rates in Iowa and Illinois totaling $36 million and a 2.4% increase in retail customer load due to higher usage per customer and customer growth. Electric wholesale and other revenue decreased due to lower volumes of $18 million, partially offset by higher average prices of $4 million. Regulated natural gas operating revenue increased $165 million for 2013 compared to 2012 due to higher retail volumes, primarily from colder temperatures in 2013, and an increase in recoveries through adjustment clauses from a higher average per-unit cost of gas sold of $64 million, partially offset by lower wholesale volumes. Nonregulated and other operating revenue decreased $67 million for 2013 compared to 2012 due to lower electricity volumes and prices, partially offset by higher natural gas prices and volumes.

Operating income decreased $12 million for 2013 compared to 2012 due to lower regulated electric operating income of $15 million and lower nonregulated and other operating income of $24 million, partially offset by higher regulated natural gas operating income of $27 million. Regulated electric operating income decreased as the higher operating revenue was more than offset by higher energy costs of $59 million, higher operating expense of $14 million and higher depreciation of $10 million. Energy costs increased due to higher purchased electricity prices, higher coal transportation costs from new agreements effective in 2013 and a higher average cost of natural gas, partially offset by lower natural gas and coal generation. Operating expense increased due to higher generating facility maintenance costs, primarily related to the expanded scope of work for the Louisa Generating Station outage, partially offset by lower distribution and other power generation maintenance. Depreciation increased $10 million due primarily to higher plant placed in-service in 2012, partially offset by a $14 million decrease from the impact of depreciation rate changes. Nonregulated and other operating income decreased $24 million due to lower electric margins. The decrease in nonregulated electric revenue and margins is due to competitive pressures that reduced the volumes and margins per unit. Regulated natural gas operating income increased $27 million due to the higher retail volumes.

NV Energy

NV Energy was acquired on December 19, 2013. Operating revenue for 2014 totaled $3.2 billion and consisted of $3.1 billion of electric and $125 million of natural gas revenue. Operating income for 2014 totaled $791 million and consisted of $778 million of electric and $13 million of natural gas operating income. Operating revenue for 2013 reflects a one-time bill credit to retail customers of $20 million while operating loss for 2013 reflects the bill credit and $22 million related to charges under NV Energy’s change in control policy.

Northern Powergrid

Operating revenue increased $258 million for 2014 compared to 2013 due to higher distribution revenue of $183 million, the weaker United States dollar of $66 million and higher contracting revenue of $12 million. Distribution revenue increased due to higher tariff rates of $123 million, favorable movements in regulatory provisions in 2014 of $50 million and a rebate to customers in December 2013 totaling $45 million, partially offset by a 2.9% decrease in distributed units. Operating income increased $173 million for 2014 compared to 2013 largely due to the higher distribution revenue and the weaker United States dollar of $39 million, partially offset by higher distribution exit charges, write-offs of hydrocarbon well exploration costs of $21 million and higher depreciation and amortization.

Operating revenue decreased $10 million for 2013 compared to 2012 due to the stronger United States dollar of $15 million and lower distribution revenue of $9 million, partially offset by higher contracting revenue of $15 million. Distribution revenue decreased due to the rebate to customers, net unfavorable movements in regulatory provisions of $26 million and lower units distributed of $27 million, partially offset by higher tariff rates of $86 million. Operating income decreased $64 million for 2013 compared to 2012 due to the lower distribution revenue, higher distribution operating expense of $15 million, higher pension expense of $12 million, the stronger United States dollar totaling $10 million, the write-off of hydrocarbon well exploration costs of $9 million and higher depreciation of $8 million.

BHE Pipeline Group

Operating revenue increased $126 million for 2014 compared to 2013 due to higher operating revenue at Northern Natural Gas from both higher gas sales related to system and customer balancing activities of $77 million due to price spread volatility and extreme weather conditions and higher transportation revenue of $50 million due to higher rates and volumes. Operating income decreased $7 million due to higher operating expense of $49 million primarily at Northern Natural Gas as a result of higher in-line inspection, hydrostatic testing and other maintenance project costs and higher depreciation and amortization of $6 million, partially offset by the higher transportation revenue at Northern Natural Gas.

Operating revenue decreased $16 million for 2013 compared to 2012 due to lower operating revenue at Kern River of $24 million, primarily from contract expirations, and higher operating revenue at Northern Natural Gas of $8 million due to an increase in transportation revenue of $10 million and gas sales of $7 million, both on higher volumes, partially offset by lower storage revenue of $9 million due to the narrowing of natural gas price spreads. Operating income decreased $19 million for 2013 compared to 2012 due to the lower operating revenue and higher cost of gas sold, partially offset by lower depreciation and amortization and lower operating expense. Operating expense decreased due to a nonrecurring charge in 2012 related to a customer business interruption claim, partially offset by higher maintenance costs.

BHE Transmission

AltaLink was acquired on December 1, 2014, and its results are included in the consolidated results beginning as of that date. Operating revenue for 2014 was $62 million. Operating income increased $21 million for 2014 compared to 2013 due to the AltaLink Transaction of $31 million, partially offset by higher operating expense primarily related to higher project development and acquisition costs.

BHE Renewables

Operating revenue increased $268 million for 2014 compared to 2013 due to an increase from the Topaz and Solar Star Projects of $165 million as additional solar capacity was placed in-service and an increase from the acquisition of the remaining 50% interest in CE Generation in June 2014 of $147 million, partially offset by an unfavorable movement in the valuation of the power purchase agreement derivative at Bishop Hill II of $26 million and lower variable fees earned in 2014 at the Casecnan Project of $22 million. Operating income increased $91 million for 2014 compared to 2013 due to the higher operating revenue, partially offset by higher operating costs and expenses of $127 million from the CE Generation acquisition and $50 million from additional solar capacity placed in-service.

Operating revenue increased $189 million for 2013 compared to 2012 due to an increase from the Pinyon Pines and Bishop Hill Projects of $86 million, which were placed in-service at the end of the fourth quarter of 2012, an increase from the Topaz Project of $73 million, which began generating revenue during the first quarter of 2013 and had 241 MW of generation capacity in-service at the end of 2013, and a favorable movement in the valuation of the power purchase agreement derivative at Bishop Hill II of $26 million. Operating income increased $130 million for 2013 compared to 2012 due to the higher operating revenue, partially offset by higher depreciation and amortization of $38 million and higher operating expense of $19 million.

HomeServices

Operating revenue increased $335 million for 2014 compared to 2013 due to an 8.2% increase in closed brokerage units and a 11.1% increase in average home sales prices. The increase in operating revenue was due to acquired businesses totaling $389 million, partially offset by a decrease in existing businesses totaling $54 million. The decrease in existing businesses reflects a 6.0% decrease in closed brokerage units and lower franchise revenue, partially offset by a 4.5% increase in average home sales prices. Operating income decreased $4 million for 2014 compared to 2013 as the higher earnings at acquired businesses totaling $22 million were more than offset by lower earnings at existing businesses of $26 million primarily due to the lower franchise business and brokerage businesses revenue and higher operating expense related to Berkshire Hathaway HomeServices rebranding activities at the franchise business.

Operating revenue increased $497 million for 2013 compared to 2012 due to an increase from acquired businesses totaling $315 million and an increase from existing businesses totaling $182 million, reflecting a 7% increase in average home sale prices and an 8% increase in closed brokerage units. Operating income increased $67 million for 2013 compared to 2012 due to the higher operating income at the franchise and brokerage businesses, partially offset by higher amortization of acquisition related costs at acquired businesses. The increase in operating income attributable to existing businesses was $38 million.

BHE and Other

Operating revenue decreased $73 million for 2014 compared to 2013 due to higher intersegment eliminations related to the acquisition of NV Energy in December 2013.

Operating revenue increased $16 million for 2013 compared to 2012 from other entities acquired in 2013. Operating loss increased $30 million for 2013 compared to 2012 due to higher acquisition and other costs.

Consolidated Other Income and Expense Items

Interest Expense

Interest expense for the years ended December 31 is summarized as follows (in millions):



	2014		2013		Change				2013		2012		Change

Subsidiary debt	$	1,280	$	919	$	361	39	%	$	919	$	856	$	63		7	%
BHE senior debt and other	353		300		53		18		300		320		(20		)	(6	)
BHE junior subordinated debentures	78		3		75		*		3		—		3			*
Total interest expense	$	1,711	$	1,222	$	489	40		$	1,222	$	1,176	$	46		4

* Not meaningful

Interest expense on subsidiary debt increased $361 million for 2014 compared to 2013 due to $283 million from the acquisition of NV Energy in December 2013, $14 million from the acquisition of AltaLink in December 2014, $10 million from the impact of the foreign currency exchange rate and $9 million from the acquisition of the remaining 50% interest in CE Generation in June 2014. Interest expense increased $63 million for 2013 compared to 2012. Debt issuances at MidAmerican Funding ($850 million in April 2014 and $950 million in September 2013), Northern Powergrid (£151 million in July 2012), BHE Pipeline Group ($250 million in August 2012) and BHE Renewables ($1.0 billion in June 2013, $250 million in April 2013, $120 million in August 2012 and $850 million in February 2012) and acquired debt at BHE Renewables ($502 million in November 2012) increased interest expense, partially offset by scheduled maturities and principal repayments.

Interest expense on BHE senior debt and other increased $53 million for 2014 compared to 2013 due to the issuance of $2.0 billion of BHE senior debt in November 2013 and $1.5 billion of BHE senior debt in December 2014, partially offset by scheduled maturities of senior debt totaling $250 million in 2014. Interest expense on BHE senior debt and other decreased $20 million for 2013 compared to 2012 due to scheduled maturities of senior debt totaling $750 million in 2012, partially offset by the senior debt issuance in November 2013.

Interest expense on BHE junior subordinated debentures in 2014 and 2013 relates to junior subordinated debentures issued to certain Berkshire Hathaway subsidiaries ($2.6 billion in the fourth quarter of 2013 and $1.5 billion in the fourth quarter of 2014). In June 2014, BHE repaid at par value $300 million, plus accrued interest, of its junior subordinated debentures due December 2043.

Capitalized Interest

Capitalized interest increased $5 million for 2014 compared to 2013 due to higher construction work-in-progress balances related to additional wind-powered generation at MidAmerican Energy, the Jumbo Road Project, the Solar Star Projects and a full year of activity from NV Energy, partially offset by lower construction work-in-progress balances related to the Topaz Project and at PacifiCorp as Lake Side 2 was placed in-service in the second quarter of 2014.

Capitalized interest increased $30 million for 2013 compared to 2012 due to higher construction work-in-progress balances related to the Solar Star Projects and the Topaz Project.

Allowance for Equity Funds

Allowance for equity funds increased $20 million for 2014 compared to 2013 due to higher construction work-in-progress balances related to additional wind-powered generation at MidAmerican Energy and a full year of activity from NV Energy, partially offset by lower construction work-in-progress balances at PacifiCorp as Lake Side 2 was placed in-service in the second quarter of 2014.

Allowance for equity funds increased $4 million for 2013 compared to 2012 due to higher construction work-in-progress balances related to additional wind-powered generation at MidAmerican Energy.

Other, Net

Other, net increased $14 million for 2014 compared to 2013 due to a full year of activity from NV Energy of $33 million, contributions of $16 million to the NV Energy Foundation in 2013 and gains of $12 million from the acquisition of interests in equity method investments at HomeServices, partially offset by higher investment gains in 2013, an unfavorable movement on the Pinyon Pines interest rate swaps, benefits from a contract restructuring at Northern Natural Gas of $12 million in 2013 and higher BHE charitable contributions in 2014.

Other, net increased $10 million for 2013 compared to 2012 due to benefits from the contract restructuring at Northern Natural Gas, higher investment gains and a favorable movement on the Pinyon Pines interest rate swaps, partially offset by the contributions to the NV Energy Foundation in 2013.

Income Tax Expense

Income tax expense increased $459 million for 2014 compared to 2013 and the effective tax rates were 23% for 2014 and 7% for 2013. The effective tax rate increased due to deferred state income tax benefits in 2013 from the impact of the NV Energy Transaction of $89 million, a change in estimate in 2013 related to state apportionment of $72 million, deferred income tax benefits in 2013 of $54 million from reductions in the United Kingdom corporate income tax rate and higher pre-tax earnings, partially offset by the tax effect of the nondeductible impairment charges related to CE Generation of $21 million in 2013 and higher production tax credits of $11 million in 2014.

Income tax expense decreased $18 million for 2013 compared to 2012. The effective tax rates were 7% for 2013 and 9% for 2012. The decrease in the effective tax rate was due to deferred state income tax benefits from the impact of the NV Energy Transaction of $89 million and a change in estimate related to the state apportionment calculation of $72 million, higher recognized production tax credits of $39 million and higher deferred income tax benefits of $16 million from additional reductions in the United Kingdom corporate income tax rate, partially offset by changes in uncertain income tax positions due to benefits recognized in 2012, the impacts of ratemaking totaling $42 million and a favorable claim in 2012 associated with customer contributions of $30 million at Northern Powergrid .

Income tax effect of foreign income includes, among other items, deferred income tax benefits of $54 million in 2013 and $38 million in 2012 related to the enactment of reductions in the United Kingdom corporate income tax rate. In July 2013 the corporate income tax rate was reduced from 23% to 21% effective April 1, 2014, with a further reduction to 20% effective April 1, 2015. In July 2012, the corporate income tax rate was reduced from 25% to 24% effective April 1, 2012, with a further reduction to 23% effective April 1, 2013.

Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold based on a per kilowatt rate as prescribed pursuant to the applicable federal income tax law and are eligible for the credit for 10 years from the date the qualifying generating facilities are placed in-service. A credit of $0.023, $0.023 and $0.022 per kilowatt hour was applied to 2014 , 2013 and 2012 production, respectively, which resulted in $258 million, $247 million and $208 million, respectively, in recognized production tax credits.

Equity Income (Loss)

Equity income (loss) for the years ended December 31 is summarized as follows (in millions):



	2014			2013			Change					2013			2012			Change
Equity income (loss):
ETT	$	80		$	46		$	34		74	%	$	46		$	35		$	11		31	%
Agua Caliente	27			30			(3		)	(10	)	30			24			6			25
CE Generation	$	(8	)	$	(126	)	118			94		$	(126	)	$	(14	)	(112		)	*
HomeServices	2			10			(8		)	(80	)	10			20			(10		)	(50	)
Other	8			5			3			60		5			3			2			67
Total equity income (loss)	$	109		$	(35	)	$	144		*		$	(35	)	$	68		$	(103	)	*

* Not meaningful

Equity income (loss) increased $144 million for 2014 compared to 2013 due to a $116 million impairment charge related to CE Generation in 2013, the acquisition of the remaining interest in CE Generation on June 1, 2014 resulting in consolidation of the activity effective on this date and higher equity earnings at ETT from continued investment and additional plant placed in-service, partially offset by lower equity earnings at HomeServices due to lower refinancing activity and the acquisition of the remaining 50.1% interest of HomeServices Lending on October 1, 2014 resulting in consolidation of the activity effective on this date.

Equity (loss) income decreased $103 million for 2013 compared to 2012 primarily due to an impairment charge related to CE Generation and lower earnings at HomeServices' mortgage joint venture due to lower refinancing activity, partially offset by higher earnings at ETT due to continued investment and additional plant placed in-service and higher earnings at Agua Caliente due to revenue and earnings from additional generation capacity placed in-service.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interest decreased $13 million for 2014 compared to 2013 due to lower earnings at HSF Affiliates and PacifiCorp's redemption of all outstanding shares of its redeemable preferred stock totaling $40 million, plus accrued and unpaid dividends, in 2013.

Net income attributable to noncontrolling interests increased $17 million for 2013 compared to 2012 primarily due to HomeServices' acquisition of HSF Affiliates in the fourth quarter of 2012.

Liquidity and Capital Resources

Each of BHE 's direct and indirect subsidiaries is organized as a legal entity separate and apart from BHE and its other subsidiaries. It should not be assumed that the assets of any subsidiary will be available to satisfy BHE 's obligations or the obligations of its other subsidiaries. However, unrestricted cash or other assets that are available for distribution may, subject to applicable law, regulatory commitments and the terms of financing and ring-fencing arrangements for such parties, be advanced, loaned, paid as dividends or otherwise distributed or contributed to BHE or affiliates thereof. The long-term debt of subsidiaries may include provisions that allow BHE 's subsidiaries to redeem such debt in whole or in part at any time. These provisions generally include make-whole premiums. Refer to Note 17 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion regarding the limitation of distributions from BHE 's subsidiaries.

As of December 31, 2014 , the Company's total net liquidity was $5.2 billion as follows (in millions):



							MidAmerican			NV			Northern
	BHE			PacifiCorp			Funding			Energy			Powergrid			AltaLink			Other			Total

Cash and cash equivalents	$	3		$	23		$	30		$	262		$	5		$	13		$	281		$	617

Credit facilities ⁽¹⁾	2,000			1,200			609			650			265			1,119			853			6,696
Less:
Short-term debt	(395		)	(20		)	(50		)	—			(215		)	(251		)	(514		)	(1,445		)
Tax-exempt bond support and letters of credit	(28		)	(398		)	(195		)	—			—			(4		)	—			(625		)
Net credit facilities	1,577			782			364			650			50			864			339			4,626

Total net liquidity	$	1,580		$	805		$	394		$	912		$	55		$	877		$	620		$	5,243
Credit facilities:
Maturity dates	2017			2017, 2018			2015, 2018			2018			2017			2016, 2019			2015, 2018
Largest single bank commitment as a % of total credit facilities	6		%	7		%	7		%	12		%	41		%	28		%	26		%

(1) Includes the drawn uncommitted credit facilities totaling $31 million at Northern Powergrid .

Refer to Notes 8 and 16 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion regarding the Company's credit facilities, letters of credit, equity commitments and other related items.

Operating Activities

Net cash flows from operating activities for the years ended December 31, 2014 and 2013 were $5.1 billion and $4.7 billion , respectively. The increase was primarily due to $1.7 billion of improved operating results, including $1.2 billion from NV Energy, partially offset by $512 million of higher interest payments, $470 million of lower income tax receipts and other changes in working capital. The timing of the Company's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions for each payment date. As of December 31, 2014, the Company had a current income tax receivable of $1.2 billion .

Net cash flows from operating activities for the years ended December 31, 2013 and 2012 were $4.7 billion and $4.3 billion , respectively. The increase was primarily due to improved operating results and other changes in working capital, partially offset by lower income tax receipts due to lower bonus depreciation benefits and investment tax credits. The Company received investment tax credits of $378 million in 2013 and $535 million in 2012.

In December 2014, the Tax Increase Prevention Act of 2014 (the "Act") was signed into law, extending the 50% bonus depreciation for qualifying property purchased and placed in-service before January 1, 2015 and before January 1, 2016 for certain longer-lived assets. Production tax credits were extended for wind power and other forms of non-solar renewable energy projects that begin construction before the end of 2014. As a result of the Act, the Company's cash flows from operations are expected to benefit in 2015 due to bonus depreciation on qualifying assets placed in-service and for production tax credits earned on qualifying projects.

Investing Activities

Net cash flows from investing activities for the years ended December 31, 2014 and 2013 were $(9.4) billion and $(10.2) billion , respectively. Acquisitions in 2014 included the $2.7 billion AltaLink Transaction and other acquisitions totaling $243 million primarily for the remaining 50% interest in CE Generation, the Jumbo Road Project and real estate brokerage and mortgage businesses. Acquisitions in 2013 included the $5.6 billion NV Energy Transaction and other acquisitions totaling $240 million for real estate brokerage and mortgage businesses. Additionally, higher capital expenditures of $2.2 billion , including NV Energy, were partially offset by changes in restricted cash and investments and lower equity method investments. Refer to "Future Uses of Cash" for further discussion of capital expenditures.

Net cash flows from investing activities for the years ended December 31, 2013 and 2012 were $(10.2) billion and $(4.3) billion , respectively. The change was primarily due to the NV Energy Transaction, higher acquisitions at HomeServices, higher capital expenditures of $927 million and changes in restricted cash and investments related to proceeds from the issuance of long-term debt in 2013 at Solar Star Funding that is restricted for use in the construction of the Solar Star Projects, partially offset by the acquisitions in 2012 of Pinyon Pines I and II, Topaz, Bishop Hill II and Solar Star I and II and payments in 2012 to acquire a 49% interest in Agua Caliente.

Financing Activities

Net cash flows from financing activities for the year ended December 31, 2014 were $3.7 billion . Sources of cash totaled $5.3 billion and consisted of proceeds from BHE junior subordinated debentures totaling $1.5 billion, proceeds from subsidiary debt totaling $1.3 billion, proceeds from BHE senior debt totaling $1.5 billion and net proceeds from short-term debt totaling $1.1 billion. Uses of cash totaled $1.6 billion and consisted mainly of $1.0 billion for repayments of subsidiary debt and repayments of BHE senior and subordinated debt totaling $550 million.

On December 1, 2014, BHE completed its acquisition of AltaLink. Following completion of the acquisition, AltaLink became an indirect wholly owned subsidiary of BHE. Under the terms of the Share Purchase Agreement, dated May 1, 2014, among BHE and SNC-Lavalin Group Inc., BHE paid C$3.1 billion (US$2.7 billion) in cash to SNC-Lavalin Group Inc. for 100% of the equity interests of AltaLink. BHE funded the total purchase price with $1.5 billion of junior subordinated debentures issued and sold to subsidiaries of Berkshire Hathaway, $1.0 billion borrowed under its commercial paper program and cash on hand. On December 4, 2014, BHE issued $350 million of 2.40% Senior Notes due 2020, $400 million of 3.50% Senior Notes due 2025 and $750 million of 4.50% Senior Notes due 2045 and used the proceeds to repay commercial paper borrowings.

In July 2014, NV Energy redeemed its $195 million variable-rate term loan due October 2014.

In June 2014, BHE repaid at par value $300 million, plus accrued interest, of its junior subordinated debentures due December 2043.

In April 2014, MidAmerican Energy issued $150 million of its 2.40% First Mortgage Bonds due March 2019, $300 million of its 3.50% First Mortgage Bonds due October 2024 and $400 million of its 4.40% First Mortgage Bonds due October 2044. The net proceeds were used for the optional redemption in May 2014 of $350 million of MidAmerican Energy's 4.65% Senior Notes due October 2014 and for general corporate purposes.

In March 2014, PacifiCorp issued $425 million of its 3.60% First Mortgage Bonds due April 2024. The net proceeds were used to fund capital expenditures and for general corporate purposes.

Net cash flows from financing activities for the year ended December 31, 2013 were $5.9 billion . Sources of cash totaled $8.1 billion and consisted of proceeds from BHE junior subordinated debentures totaling $2.6 billion, proceeds from subsidiary debt totaling $2.5 billion, proceeds from BHE senior debt totaling $2.0 billion and proceeds from the issuance of common stock of $1.0 billion. Uses of cash totaled $2.2 billion and consisted mainly of $1.2 billion for repayments of subsidiary debt and net repayments of short-term debt totaling $849 million.

BHE funded the NV Energy Transaction by issuing $1.0 billion of common stock on December 19, 2013, issuing $2.6 billion of junior subordinated debentures to certain Berkshire Hathaway subsidiaries on December 19, 2013, and using $2.0 billion of cash, including certain proceeds from BHE’s $2.0 billion senior debt issuance on November 8, 2013.

Net cash flows from financing activities for the year ended December 31, 2012 were $477 million . Sources of cash totaled $2.2 billion and consisted of proceeds from subsidiary debt. Uses of cash totaled $1.7 billion and consisted mainly of repayments of subsidiary debt totaling $887 million and repayments of BHE senior and subordinated debt totaling $772 million.

The Company may from time to time seek to acquire its outstanding debt securities through cash purchases in the open market, privately negotiated transactions or otherwise. Any debt securities repurchased by the Company may be reissued or resold by the Company from time to time and will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Future Uses of Cash

The Company has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the issuance of commercial paper, the use of unsecured revolving credit facilities, the issuance of equity and other sources. These sources are expected to provide funds required for current operations, capital expenditures, acquisitions, investments, debt retirements and other capital requirements. The availability and terms under which each subsidiary has access to external financing depends on a variety of factors, including its credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry and project finance markets, among other items.

Capital Expenditures

The Company has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Prudently incurred expenditures for compliance-related items, such as pollution-control technologies, replacement generation, nuclear decommissioning, hydroelectric relicensing, hydroelectric decommissioning and associated operating costs are generally incorporated into BHE's energy subsidiaries' regulated retail rates. Expenditures for certain assets may ultimately include acquisitions of existing assets.

Historical and forecasted capital expenditures, each of which exclude amounts for non-cash equity AFUDC and other non-cash items, by reportable segment for the years ended December 31 are as follows (in millions):



	Historical						Forecasted
	2012		2013		2014		2015		2016		2017

PacifiCorp	$	1,346	$	1,065	$	1,066	$	965	$	773	$	789
MidAmerican Funding	645		1,027		1,527		1,417		593		423
NV Energy	—		—		558		578		477		999
Northern Powergrid	454		675		675		788		576		543
BHE Pipeline Group	152		177		257		169		153		226
BHE Transmission	—		—		222		1,272		706		677
BHE Renewables	770		1,329		2,221		932		54		57
Other	13		34		29		38		33		37
Total	$	3,380	$	4,307	$	6,555	$	6,159	$	3,365	$	3,751



	Historical						Forecasted
	2012		2013		2014		2015		2016		2017

Solar generation	$	627	$	1,323	$	1,896	$	859	$	4	$	209
Wind generation	306		404		1,052		866		5		—
Electric transmission	338		341		547		1,284		796		658
Environmental	264		228		258		176		133		117
Natural gas generation	232		156		178		33		60		484
Interstate pipeline transportation	35		29		76		48		15		91
Electric distribution and other	1,578		1,826		2,548		2,893		2,352		2,192
Total	$	3,380	$	4,307	$	6,555	$	6,159	$	3,365	$	3,751

The Company's historical and forecasted capital expenditures consisted mainly of the following:


•	Solar generation includes the following:

◦

Construction of the Topaz Project totaling $814 million for 2014 , $652 million for 2013 and $560 million for 2012 . The project is expected to cost up to $2.44 billion, including all interest costs during construction and the initial costs to acquire the project. The Topaz Project reached substantial completion on November 6, 2014, approximately five months ahead of schedule and is under budget. In conjunction with substantial completion, Topaz declared October 27, 2014 as the Commercial Operation Date in accordance with the power purchase agreement. Final completion under the engineering, procurement and construction agreement is expected to occur in March 2015.

◦

Construction of the Solar Star Projects totaling $1.1 billion for 2014 , $671 million for 2013 and $67 million for 2012 . Subsidiaries of Solar Star Funding anticipate costs for the Solar Star Projects will total $744 million for 2015. The projects are expected to cost up to $2.75 billion, including all interest costs during construction and the initial costs to acquire the projects. The projects will be comprised of 13 blocks of solar panels with a net facility capacity of 579 MW. As of December 31, 2014 , 519 MW of the Solar Star Projects were operating and delivering energy under the power purchase agreements, including 400 MW placed in-service under the construction contract. The projects expect to place an additional 179 MW in-service by no later than October 31, 2015. As of December 31, 2014 , the projects were approximately 95% constructed compared to the engineering, procurement and construction schedule of 85%, which includes 1.6 million solar panels installed out of an expected total of 1.72 million. The projects are being constructed pursuant to fixed-price, date certain, turn-key engineering, procurement and construction contracts with a subsidiary of SunPower Corporation.


•	Wind generation includes the following:

◦

Construction of wind-powered generating facilities at MidAmerican Energy totaling $767 million for 2014 , $401 million for 2013 and $168 million for 2012 , excluding $406 million of costs in 2012 for which payments are due in December 2015. MidAmerican Energy placed in-service 511 MW (nominal ratings) during 2014 , 44 MW (nominal ratings) during 2013 and 407 MW (nominal ratings) during 2012 . MidAmerican Energy is constructing an additional 657 MW (nominal ratings) of wind-powered generating facilities, including 162 MW (nominal ratings) recently approved by the IUB, it expects to place in-service in 2015 with anticipated costs totaling $787 million .

◦

Jumbo Road has spent $285 million in 2014 for the Jumbo Road Project, and expects to spend an additional $84 million for 2015 . The project is expected to cost $408 million, including all interest costs during construction and the initial costs to acquire the project. The project will be comprised of 162 General Electric Company 1.85 MW wind turbines with a total capacity of 300 MW and is expected to achieve commercial operation by the end of the first quarter 2015.


◦	Construction of the Bishop Hill Project totaling $138 million for 2012, which was placed in-service in 2012.


•	Electric transmission includes investments for AltaLink's directly assigned projects from the AESO, PacifiCorp's costs primarily associated with the Energy Gateway Transmission Expansion Program and MidAmerican Energy's MVPs approved by the MISO for the construction of 245 miles of 345 kV transmission line located in Iowa and Illinois.

•

Environmental includes the installation of new or the replacement of existing emissions control equipment at certain generating facilities at the Utilities, including installation or upgrade of selective catalytic reduction control systems and low nitrogen oxide burners to reduce nitrogen oxides, particulate matter control systems, sulfur dioxide emissions control systems and mercury emissions control systems, as well as expenditures for the management of coal combustion residuals.


•	Natural gas generation includes costs for PacifiCorp's Lake Side 2, which was placed in-service in May 2014, the purchase of Nevada Power's purchase of the Las Vegas and Sun Peak natural gas-fueled generating facilities in December 2014 and additional generation capacity at the Nevada Utilities.


•	Electric distribution and other includes ongoing distribution systems infrastructure needed at the Utilities and Northern Powergrid and investments in routine expenditures for transmission, generation and other infrastructure needed to serve existing and expected demand.

On February 27, 2015, the Company acquired Grande Prairie Wind, LLC and Geronimo Community Solar Gardens, LLC, which each respectively own certain assets that will facilitate the development of up to 400 MW of wind-powered generating facilities in Nebraska and 74 MW of solar generating facilities in Minnesota. In addition to the capital expenditures above, the Company estimates the capital expenditures for the generating facilities will total $206 million in 2015 and $588 million in 2016.

Contractual Obligations

The Company has contractual cash obligations that may affect its consolidated financial condition. The following table summarizes the Company's material contractual cash obligations as of December 31, 2014 (in millions):



	Payments Due By Periods
			2016-		2018-		2020 and
	2015		2017		2019		After		Total

BHE senior debt	$	—	$	400	$	1,000	$	6,475	$	7,875
BHE junior subordinated debentures	—		—		—		3,794		3,794
Subsidiary debt	1,232		1,828		4,590		19,274		26,924
Interest payments on long-term debt ⁽¹⁾	1,872		3,637		3,307		23,129		31,945
Short-term debt	1,445		—		—		—		1,445
Fuel, capacity and transmission contract commitments ⁽¹⁾	2,327		3,318		2,356		8,777		16,778
Construction commitments ⁽¹⁾	1,280		135		11		9		1,435
Operating leases and easements ⁽¹⁾	143		222		151		861		1,377
Other ⁽¹⁾	243		390		381		1,185		2,199
Total contractual cash obligations	$	8,542	$	9,930	$	11,796	$	63,504	$	93,772


(1)	Not reflected on the Consolidated Balance Sheets.

The Company has other types of commitments that arise primarily from unused lines of credit, letters of credit or relate to construction and other development costs (Liquidity and Capital Resources included within this Item 7 and Note 8 ), uncertain tax positions (Note 11 ) and asset retirement obligations (Note 13 ), which have not been included in the above table because the amount and timing of the cash payments are not certain. Additionally, refer to Note 16 for equity commitments related to solar projects currently under construction. Refer, where applicable, to the respective referenced note in Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

Regulatory Matters

BHE 's regulated subsidiaries and certain affiliates are subject to comprehensive regulation. In addition to the discussion contained herein regarding regulatory matters, refer to Item 1 of this Form 10-K for further discussion regarding the general regulatory framework at BHE 's regulated subsidiaries.

PacifiCorp

Utah Mine Disposition

In December 2014, PacifiCorp filed applications with the UPSC, the OPUC, the WPSC and the IPUC and an advice letter with the CPUC seeking certain approvals, prudence determinations and accounting orders to close PacifiCorp's Deer Creek mining operations, sell certain Utah mining assets, enter into a replacement coal supply agreement, amend an existing coal supply agreement, withdraw from the UMWA 1974 Pension Trust and settle PacifiCorp's other postretirement benefit obligation for UMWA participants (collectively, the "Utah Mine Disposition").

The applications filed with the UPSC, the WPSC and the IPUC, request that the commissions approve: (a) closure of the Deer Creek mine; (b) asset sales to a third party for certain Utah mining assets, including the Cottonwood Preparatory Plant; (c) the execution of a long-term coal supply agreement for the Huntington generating facility and amendment to the existing long-term coal supply agreement for the Hunter generating facility; and (d) the withdrawal from the UMWA 1974 Pension Trust that will be triggered upon closure of the Deer Creek mine. In the UPSC and WPSC applications, PacifiCorp's request for approval to sell certain Utah mining assets includes the sale of the Fossil Rock coal reserves that are currently reflected in rates in Utah and Wyoming. In addition to the requested approvals, PacifiCorp's applications filed with the UPSC, the WPSC and the IPUC request that the noted components of the transaction and the settlement of PacifiCorp's other postretirement benefit obligation related to the UMWA participants be found prudent and in the public interest. These applications also request accounting orders to defer the costs associated with the Utah Mine Disposition for current or future recovery. As certain amounts are currently reflected in rates, such as the recovery through depreciation of the Deer Creek mining assets and assets to be sold, these amounts will serve to reduce the regulatory assets established as a result of the Utah Mine Disposition. The application requests continued recovery of contributions to the UMWA 1974 Pension Trust with ultimate ratemaking treatment of the UMWA 1974 Pension Trust withdrawal to be determined in a future proceeding once the final withdrawal obligation is determined.

PacifiCorp's application filed with the OPUC requests that the OPUC determine that closure of the Deer Creek mine is in the public interest, that its decision to enter into the Utah Mine Disposition is prudent and seeks approval to sell certain Utah mine assets. PacifiCorp also requests that the costs associated with the Utah Mine Disposition, including the unrecovered investments and closure costs, be transferred to or deferred as a regulatory asset and recovered through a one-year tariff rider beginning June 1, 2015 with an offset for amounts currently in rates. The application requests the same treatment of the UMWA 1974 Pension Trust withdrawal sought in the applications filed with the UPSC, the WPSC and the IPUC.

PacifiCorp's advice letter filed with the CPUC requests approval to sell certain Utah mining assets and seeks approval to establish memorandum accounts to track the costs associated with the Utah Mine Disposition for future recovery.

The asset sales and coal supply agreements are contingent upon regulatory approvals, which PacifiCorp has requested be issued no later than May 27, 2015 in order to close the transactions with the third party by May 31, 2015. For additional information related to the accounting impacts associated with the Utah Mine Disposition, refer to Note 6 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Utah

In January 2014, PacifiCorp filed a general rate case with the UPSC requesting an annual increase of $76 million, or an average price increase of 4%. PacifiCorp filed subsequent rebuttal testimony reducing the requested increase to $66 million. The requested increase includes recovery of PacifiCorp's investment in Lake Side 2, which was placed in-service in May 2014, and the Mona-Oquirrh transmission line investment found to be prudent in the prior general rate case. In August 2014, the UPSC approved a multi-party stipulation that provides for a two-step rate increase. The first increase of $35 million, or an average price increase of 2%, was effective September 2014, and the second increase of $19 million, or an average price increase of 1%, will be effective the later of September 2015 or the in-service date of the Sigurd-Red Butte transmission line. The stipulation resolved most issues in the general rate case, but did not settle the net metering facilities charge proposed by PacifiCorp, which was moved by the UPSC to a new docket for further analysis. The stipulation also specifies that September 2016 would be the earliest effective date that PacifiCorp could seek an increase to customers' rates in Utah, with the exception of the year-two increase agreed to above and other UPSC-approved and currently existing rate adjustment mechanisms, including the EBA pilot for which the stipulation provides a one-year extension through 2016.

In March 2014, PacifiCorp filed its annual EBA with the UPSC requesting $28 million, or an increase of 2%, for recovery of deferred net power costs for the period January 1, 2013 through December 31, 2013. In October 2014, the UPSC approved an all-party stipulation providing for a rate increase of $25 million, or 1%, effective November 2014. The parties to the stipulation agreed that, effective November 2014, the $25 million would be combined with the remaining deferral balances currently being collected in the EBA of $19 million, with the total balance of $44 million to be collected over a 12-month period beginning November 2014.

In March 2014, PacifiCorp filed its annual REC balancing account application with the UPSC requesting recovery of $17 million over a three-year period. In May 2014, the UPSC approved interim rates effective June 2014. In September 2014, the UPSC issued a final order approving the interim rates as final.

Oregon

In April 2014, PacifiCorp made its initial filing for the annual TAM with the OPUC for an annual increase of $18 million, or an average price increase of 2%, based on forecasted net power costs for calendar year 2015. In July 2014, PacifiCorp filed an all-party stipulation with the OPUC resolving all issues in the proceeding. In October 2014, the OPUC issued an order approving the stipulation. In November 2014, PacifiCorp filed final updated net power costs with the OPUC, resulting in an overall rate increase of $6 million, or less than 1%, effective January 2015.

In April 2014, PacifiCorp filed for a separate tariff rider with the OPUC to recover the Oregon-allocated costs of PacifiCorp's investment in Lake Side 2. The separate tariff rider was agreed to in the 2013 Oregon general rate case stipulation with final costs subject to a prudence determination. The filing supported an overall rate increase of $22 million, or an average price increase of 2%. In May 2014, the OPUC approved the new rates effective June 2014.

Wyoming

In March 2014, PacifiCorp filed a general rate case with the WPSC requesting an annual increase of $36 million, or an average price increase of 5%. In September 2014, PacifiCorp filed rebuttal testimony reducing the requested increase to $32 million, or an average price increase of 5%. The requested increase includes recovery of PacifiCorp's investments in Lake Side 2 and the Mona-Oquirrh transmission line. Hearings were held by the WPSC in October 2014. In December 2014, the WPSC approved an annual increase of $20 million, or an average price increase of 3%, effective January 2015.

In March 2014, PacifiCorp filed its annual ECAM and REC and Sulfur Dioxide Revenue Adjustment Mechanism ("RRA") applications with the WPSC. The ECAM filing requests recovery of $17 million of deferred net power costs for the period January 1, 2013 through December 31, 2013, and the RRA application requests a $4 million increase in the RRA surcharge. The two applications represent a combined total price increase of 3%. In May 2014, the WPSC approved the ECAM and RRA rates effective May 2014 on an interim basis subject to further investigation and hearing. In December 2014, the WPSC approved the applications with no adjustments.

Washington

In December 2012, PacifiCorp submitted a compliance filing with the WUTC presenting Washington-allocated actual REC sales revenues of $17 million from January 1, 2009 through April 2, 2011. Also in December 2012, PacifiCorp filed for judicial review of the WUTC's August 2012 order requiring PacifiCorp to credit to its retail customers all proceeds from the sale of RECs attributable to Washington that were recorded on or after January 1, 2009, less any amounts already credited to retail customers, and the WUTC's November 2012 order denying PacifiCorp's petition for reconsideration and stay of the August 2012 order. In June 2014, a multi-party stipulation was filed with the WUTC resolving the request for judicial review associated with the appropriate rate treatment of REC sales revenues from January 1, 2009 through April 2, 2011. The terms of the settlement included a one-time credit to customers totaling $13 million for REC sales revenues from January 1, 2009 through April 2, 2011. The WUTC approved the stipulation and the one-time credit to customers effective June 2014. In July 2014, the Washington State Court of Appeals granted the parties' joint motion to dismiss the petition for judicial review.

In May 2014, PacifiCorp filed a general rate case with the WUTC requesting an annual increase of $27 million, or an average price increase of 8%. In November 2014, PacifiCorp filed rebuttal testimony that increased the request to $32 million, or an average price increase of 10%, primarily as a result of updated net power costs. The WUTC held evidentiary hearings in December 2014. If approved by the WUTC, the new rates will be effective March 2015.

In October 2014, PacifiCorp filed for a temporary rate increase of $5 million to recover the amount of Washington-allocated revenues from the sale of RECs reflected in customers' rates in excess of actual revenues from April 3, 2011 through December 31, 2013. In December 2014, the WUTC issued an order authorizing recovery of $5 million over a two-year period effective March 2015.

Idaho

In January 2014, PacifiCorp filed its annual ECAM application with the IPUC requesting recovery of $13 million of deferred net power costs. In April 2014, the IPUC issued an order approving recovery of $12 million of deferred net power costs, of which $7 million will be collected over a 12-month period and the remainder collected over a 24-month period, with new rates effective April 2014.

In February 2015, PacifiCorp filed its annual ECAM application with the IPUC requesting recovery of $17 million of deferred net power costs. If approved by the IPUC, the new rates will be effective April 2015.

MidAmerican Energy

In November 2014, the Illinois Commerce Commission ("ICC") issued an order approving a retail electric base rate increase for MidAmerican Energy's Illinois customers. The order authorizes MidAmerican Energy to increase rates by $16 million, or 10%, annually and to implement a new adjustment clause for the recovery of certain electric transmission charges. New rates and the adjustment clause were effective in December 2014.

NV Energy

The PUCN's final order approving the merger between BHE and NV Energy stipulated that NV Energy will not seek recovery of any lost revenue for calendar year 2014 in an amount that exceeds 50% of the lost revenue that NV Energy could otherwise request. In February 2014, NV Energy filed an application with the PUCN to reset the EEIR and energy efficiency program rates. In June 2014, the PUCN accepted a stipulation to adjust the EEIR, as of July 1, 2014, to collect 50% of the estimated lost revenue that NV Energy would otherwise be allowed to recover for the 2014 calendar year. The EEIR was effective from July through December 2014 and will reset on January 1, 2015 and remain in effect through September 2015. To the extent the NV Energy earned rate of return exceeds the rate of return used to set base general rates, NV Energy is required to refund to customers EEIR revenue collected. As a result, NV Energy has deferred recognition of EEIR revenue collected and has recorded a liability of $13 million on the Consolidated Balance Sheets as of December 31, 2014.

General Rate Case

In May 2014, Nevada Power filed a general rate case with the PUCN. In July 2014, Nevada Power made its certification filing, which requested incremental annual revenue relief in the amount of $38 million, or an average price increase of 2%. In October 2014, Nevada Power reached a settlement agreement with certain parties agreeing to a zero increase in the revenue requirement. In October 2014, the PUCN issued an order in the general rate case filing that accepted the settlement. The order provides for increases in the fixed-monthly service charge for customers with a corresponding decrease in the base tariff general rate effective January 1, 2015. In October 2014, a party filed a petition for reconsideration of the PUCN order. In November 2014, the PUCN granted the petition for reconsideration and reaffirmed the order issued in October 2014.

In connection with Nevada Power's general rate case filing in May 2014, as required by the PUCN, Sierra Pacific made a "companion filing" for the purpose of documenting the costs and benefits of Sierra Pacific's investment in the advanced service delivery program. In October 2014, the PUCN issued an order in the companion filing issued with the general rate case order that, among other things, provided for the implementation of new rates effective January 1, 2015 to begin recovery of costs associated with advance service delivery. The recovery of advanced service delivery costs will increase annual revenue approximately $10 million.

Emissions Reduction and Capacity Replacement Plan

In May 2014, Nevada Power filed its Emissions Reduction Capacity Replacement Plan ("ERCR Plan") in compliance with Senate Bill No. 123 ("SB 123") enacted by the 2013 Nevada Legislature. The filing proposed, among other items, the retirement of Reid Gardner Generating Station units 1, 2 and 3 in 2014 and unit 4 in 2017; the elimination of Nevada Power's ownership interest in Navajo Generating Station in 2019; and a plan to replace the generating capacity being retired, as required by SB 123. The ERCR Plan includes the issuance of requests for proposals for 300 MW of renewable energy to be issued between 2014 and 2016; the acquisition of a 272-MW natural gas co-generating facility in 2014; the acquisition of a 210-MW natural gas peaking facility in 2014; the construction of a 15-MW solar photovoltaic facility expected to be placed in-service in 2015; and the construction of a 200-MW solar photovoltaic facility expected to be placed in-service in 2016. In the second quarter of 2014, Nevada Power executed various contractual agreements to fulfill the proposed ERCR Plan, which are subject to the PUCN approval. The PUCN issued an order dated October 28, 2014 removing the 200-MW solar photovoltaic facility proposed by Nevada Power from the ERCR Plan but accepting the remaining requests. Nevada Power filed a petition for reconsideration, but in December 2014, the PUCN upheld the original order from October 2014 with respect to material matters. In December 2014, Nevada Power filed its acceptance of the modifications to the ERCR Plan.

Kern River

In December 2009, the FERC issued an order establishing revised rates for the period of Kern River's initial long-term contracts ("Period One rates") and required that rates be established based on a levelized rate design for eligible customers that elect to take service following the expiration of their initial contracts (“Period Two rates"). In November 2010, the FERC issued an order that established Kern River is entitled to base its Period Two rates on a 100% equity capital structure.

In July 2011, the FERC issued an order requiring, among other things, that Period Two rates be based on a return on equity of 11.55% and a levelization period that coincides with a contract length of 10 or 15 years. Kern River filed in compliance with the FERC's order in August 2011 and, following an order on compliance, again in September 2011. In late September 2011, the FERC issued a second order on compliance, accepting Kern River's filing. In February 2013, the FERC issued an order that denied the requests for rehearing regarding its previous orders on Period Two rates.

In December 2013, Kern River filed its notice of appeal with the United States Court of Appeals for the District of Columbia. Kern River appealed the effective date of the final order for purposes of refunds and the denial of allowing a modification to Period One rates related to the rolled in shipper group rate credit. The shipper group has appealed the appropriate rate of return to be utilized in designing Period Two rates in conjunction with the use of a 100% equity capital structure. Oral argument was held in February 2015 and a ruling is expected in the second quarter of 2015.

ALP

In July 2012, ALP filed a general tariff application requesting approval from the AUC for revenue requirements of C$492 million for 2013 and C$636 million for 2014, primarily due to continued investment in capital projects as directed by the AESO. In November 2013, the AUC issued its decision approving the majority of ALP 's requested revenue requirement. In January 2014, ALP submitted a compliance filing as directed by the AUC, requesting approval of a revenue requirement of C$481 million for 2013 and C$621 million for 2014. In September 2014, the AUC issued its decision approving ALP 's January 2014 compliance filing as filed.

In its November 2013 decision pertaining to ALP 's 2013-2014 general tariff application, the AUC directed AltaLink to re-forecast the capital project expenditures for 2013 and 2014 EPCM services to reflect a two times labor multiplier and other approved mark- ups. ALP has appealed this decision, which is scheduled to be heard in April 2015. ALP has requested approval of the capital project expenditures, including the new competitively bid EPCM rates, in its latest direct assigned capital deferral account filing.

In November 2014, ALP filed a general tariff application asking the AUC to approve revenue requirements of C$811 million for 2015 and C$1.0 billion for 2016, primarily due to continued investment in capital projects as directed by the AESO. In January 2015, the AUC issued its decision approving ALP 's 2015 interim tariff application, as filed, thereby authorizing ALP to invoice the AESO C$61 million per month commencing January 1, 2015.

In November 2011, the AUC approved credit metric relief for ALP 's 2011 and 2012 transmission tariffs in the form of (i) the continuation of the future income tax method for federal income taxes and (ii) the use of CWIP in rate base. In its November 2013 decision pertaining to ALP 's 2013-2014 general tariff application, the AUC approved the continuation of the existing credit metric relief for 2013 and 2014, and provided additional relief in the form of approving the use of the future income tax method for calculating the recovery associated with provincial income taxes. In ALP 's 2015-2016 general tariff application, ALP has proposed to the AUC to discontinue CWIP in rate base accounting beginning in 2015, which would reduce customer bills by C$115 million over the two-year test period in 2015 and 2016. In its future decisions regarding ALP 's general tariff applications, the AUC may accept the proposal regarding ongoing credit rating support measures or direct ALP to refile its application to include or remove various forms of credit rating support, which may significantly increase or decrease ALP 's final tariffs for the test years.

In December 2013, the AUC directed AltaLink to use a placeholder rate of return on common equity of 8.75% for 2013 and each subsequent year thereafter, pending a final decision on its ongoing generic cost of capital proceeding, for which the AUC has completed its oral hearing and received arguments and supplemental arguments from all parties. ALP expects the AUC to issue a decision regarding the ongoing generic cost of capital proceeding in the first half of 2015.

BHE U.S. Transmission

In January 2014, ETT filed its first ITCOS of 2014 at the PUCT. The application was based on a test year ended November 30, 2013. The filing requested an increase in total transmission invested capital of $433 million and a total revenue requirement increase of $59 million. In February 2014, the administrative law judge signed the final order making the new rates effective. This increase placed total annual revenue requirements at $294 million and a rate base of $2.1 billion.

In July 2014, ETT filed its second ITCOS of 2014 at the PUCT. The application was based on a test year ended June 30, 2014. The filing requested an increase in total transmission invested capital of $12 million and a total revenue requirement increase of $2 million. In September 2014, the administrative law judge signed the final order making the new rates effective. This increase placed the total annual revenue requirements at $296 million and a rate base of $2.1 billion.

Environmental Laws and Regulations

The Company is subject to federal, state, local and foreign laws and regulations regarding air and water quality, RPS, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact the Company's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various state, local and international agencies. The Company believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. Refer to "Liquidity and Capital Resources" for discussion of the Company's forecasted environmental-related capital expenditures.

Clean Air Act Regulations

The Clean Air Act is a federal law administered by the EPA that provides a framework for protecting and improving the nation's air quality and controlling sources of air emissions. The implementation of new standards is generally outlined in SIPs, which are a collection of regulations, programs and policies to be followed. SIPs vary by state and are subject to public hearings and EPA approval. Some states may adopt additional or more stringent requirements than those implemented by the EPA. The major Clean Air Act programs most directly affecting the Company's operations are described below.

National Ambient Air Quality Standards

Under the authority of the Clean Air Act, the EPA sets minimum national ambient air quality standards for six principal pollutants, consisting of carbon monoxide, lead, nitrogen oxides, particulate matter, ozone and sulfur dioxide, considered harmful to public health and the environment. Areas that achieve the standards, as determined by ambient air quality monitoring, are characterized as being in attainment, while those that fail to meet the standards are designated as being nonattainment areas. Generally, sources of emissions in a nonattainment area that are determined to contribute to the nonattainment are required to reduce emissions. Most air quality standards require measurement over a defined period of time to determine the average concentration of the pollutant present. Currently, with the exceptions described in the following paragraphs, air quality monitoring data indicates that all counties where the Company's major emission sources are located are in attainment of the current national ambient air quality standards.

In December 2009, the EPA designated the Utah counties of Davis and Salt Lake, as well as portions of Box Elder, Cache, Tooele, Utah and Weber counties, to be in nonattainment of the fine particulate matter standard. While this designation has the potential to impact PacifiCorp's Lake Side and Gadsby generating facilities, the Utah fine particulate matter SIP, as submitted to the EPA, did not impose significant new requirements on PacifiCorp's impacted generating facilities, nor did the EPA's comments on the Utah SIP identify requirements for PacifiCorp's existing generating facilities that would have a material impact on the Company's consolidated financial results.

In November 2014, the EPA released a new proposal to strengthen the national ambient air quality standard for ground level ozone from the current level of 75 parts per billion to a level between 65 and 70 parts per billion. Review or revision is required to be complete by October 2015. Until the standards' review or revision is complete, the EPA is proceeding with implementation of the 2008 ozone standards. The Upper Green River Basin Area in Wyoming, including all of Sublette and portions of Lincoln and Sweetwater Counties, were proposed to be designated as nonattainment for the 2008 ozone standard. When the final designations were released in April 2012, portions of Lincoln and Sweetwater Counties and Sublette County were determined to be in marginal nonattainment. While PacifiCorp's Jim Bridger plant is located in Sweetwater County, it is not in the portion of the designated nonattainment area and has not been impacted by the 2012 designation. In December 2012, the EPA approved Nevada's request to redesignate Clark County to be in attainment for the 1997 eight-hour ozone standard while also approving Clark County's plan to maintain compliance with the standard through 2022. However, Clark County remains unclassifiable for the 2008 ozone standard. If the EPA revises the ozone standard to be more stringent, it is possible that Clark County will again be designated as nonattainment for ozone, creating the potential to impact Nevada Power's Clark, Sun Peak, Las Vegas, Lenzie, Silverhawk, Harry Allen, Higgins, Goodsprings and Reid Gardner generating facilities. However, until such time as a new standard is implemented or Clark County is classified as nonattainment for the 2008 standard, potential impacts cannot be determined.

In January 2010, the EPA finalized a one-hour air quality standard for nitrogen dioxide at 100 parts per billion. In February 2012, the EPA published final designations indicating that based on air quality monitoring data, all areas of the country are designated as "unclassifiable/attainment" for the 2010 nitrogen dioxide national ambient air quality standard.

In June 2010, the EPA finalized a new national ambient air quality standard for sulfur dioxide. Under the 2010 rule, areas must meet a one-hour standard of 75 parts per billion utilizing a three-year average. The rule utilizes source modeling in addition to the installation of ambient monitors where sulfur dioxide emissions impact populated areas. Attainment designations were due by June 2012; however, citing a lack of sufficient information to make the designations, the EPA did not issue its final designations until July 2013 and determined, at that date, that a portion of Muscatine County, Iowa was in nonattainment for the one-hour sulfur dioxide standard. MidAmerican Energy's Louisa coal-fueled generating facility is located just outside of Muscatine County, south of the violating monitor. In its final designation, the EPA indicated that it was not yet prepared to conclude that the emissions from the Louisa coal-fueled generating facility contribute to the monitored violation or to other possible violations, and that in a subsequent round of designations, the EPA will make decisions for areas and sources outside Muscatine County. MidAmerican Energy does not believe a subsequent nonattainment designation will have a material impact on the Louisa coal-fueled generating facility. Although the EPA's July 2013 designations did not impact PacifiCorp's nor the Nevada Utilities' generating facilities, the EPA's assessment of sulfur dioxide area designations will continue with the deployment of additional sulfur dioxide monitoring networks across the country.

In December 2012, the EPA finalized more stringent fine particulate matter national ambient air quality standards, reducing the annual standard from 15 micrograms per cubic meter to 12 micrograms per cubic meter and retaining the 24-hour standard at 35 micrograms per cubic meter. The EPA did not set a separate secondary visibility standard, choosing to rely on the existing secondary 24-hour standard to protect against visibility impairment. In December 2014, the EPA issued final area designations for the 2012 fine particulate matter standard. Based on these designations, the areas in which the Company operates generating facilities have been classified as "unclassifiable/attainment." Unless additional monitoring suggests otherwise, the Company does not anticipate that any impacts of the revised standard will be significant.

As new, more stringent national ambient air quality standards are adopted, the number of counties designated as nonattainment areas is likely to increase. Businesses operating in newly designated nonattainment counties could face increased regulation and costs to monitor or reduce emissions. For instance, existing major emissions sources may have to install reasonably available control technologies to achieve certain reductions in emissions and undertake additional monitoring, recordkeeping and reporting. The construction or modification of facilities that are sources of emissions could also become more difficult in nonattainment areas. Until new requirements are promulgated and additional monitoring and modeling is conducted, the impacts on the Company cannot be determined.

Mercury and Air Toxics Standards

In March 2011, the EPA proposed a rule that requires coal-fueled generating facilities to reduce mercury emissions and other hazardous air pollutants through the establishment of "Maximum Achievable Control Technology" standards. The final rule, MATS, was published in the Federal Register in February 2012, with an effective date of April 16, 2012, and requires that new and existing coal-fueled generating facilities achieve emission standards for mercury, acid gases and other non-mercury hazardous air pollutants. Existing sources are required to comply with the new standards by April 16, 2015. Individual sources may be granted up to one additional year, at the discretion of the Title V permitting authority, to complete installation of controls or for transmission system reliability reasons. The Company believes that its emissions reduction projects completed to date or currently permitted or planned for installation, including scrubbers, baghouses and electrostatic precipitators, are consistent with the EPA's MATS and will support the Company's ability to comply with the final rule's standards for acid gases and non-mercury metallic hazardous air pollutants. The Company is proceeding with additional actions to reduce mercury emissions through the installation of controls and use of sorbent injection at certain of its coal-fueled generating facilities to otherwise comply with the final rule's standards.

PacifiCorp plans to retire the Carbon Facility in April 2015 as the least-cost alternative to comply with the MATS and other environmental regulations. Efforts are underway to effectuate the decommissioning activities and transmission system modifications necessary to maintain system reliability following disconnection. The Carbon Facility produced 1.3 million MWh of electricity, or 2.1% of PacifiCorp's owned generation production, during 2014.

MidAmerican Energy plans to retire four coal-fueled generating units between 2015 and 2016 as the least-cost alternative to comply with the MATS. Walter Scott, Jr. Energy Center Units 1 and 2 are to be retired by April 15, 2015, and George Neal Energy Center Units 1 and 2 are to be retired by April 15, 2016. These units produced 2.1 million MWh of electricity, or 7% of MidAmerican Energy's owned generation production, during 2014. A fifth unit, Riverside Generating Station, will be limited to natural gas combustion by March 31, 2015.

Incremental costs to install and maintain emissions control equipment at the Company's coal-fueled generating facilities and any resulting shut down of what have traditionally been low cost coal-fueled generating facilities will likely increase the cost of providing service to customers. Numerous lawsuits have been filed in the D.C. Circuit challenging the MATS. In April 2014, the D.C. Circuit upheld the MATS requirements. In November 2014, the United States Supreme Court agreed to hear the MATS appeal on the limited issue of whether the EPA unreasonably refused to consider costs in determining whether it is appropriate to regulate hazardous air pollutants emitted by electric utilities. The outcome of the United States Supreme Court's decision is uncertain and until the court renders its decision or otherwise implements a stay of the MATS requirements, the Company is proceeding to fulfill its legal obligations to comply with the MATS.

Clean Air Interstate Rule, Clean Air Transport Rule and Cross-State Air Pollution Rule

The EPA promulgated the CAIR in March 2005 to reduce emissions of nitrogen oxides and sulfur dioxide, precursors of ozone and particulate matter, from down-wind sources. The CAIR required states in the eastern United States, including Iowa, to reduce emissions by implementing a plan based on a market-based cap-and-trade system, emissions reductions, or both. The CAIR created separate trading programs for nitrogen oxides and sulfur dioxide emissions credits. The nitrogen oxides and sulfur dioxide emissions reductions were planned to be accomplished in two phases, in 2009-2010 and 2015. After the CAIR was overturned by the D.C. Circuit in 2008, the EPA proposed a successor rule, which became known as the Cross-State Air Pollution Rule ("CSAPR"), to address interstate transport of sulfur dioxide and nitrogen oxides emissions in 27 eastern and Midwestern states. Upon full implementation in 2014, the CSAPR would have reduced total sulfur dioxide emissions by 73% and nitrogen oxides emissions by 54% at electric generating facilities in the 27-state region as compared to 2005 levels.

After additional litigation over the rule, the United States Supreme Court issued a decision on April 29, 2014, upholding the 2011 CSAPR, concluding that the EPA's allocation of emissions reductions in upwind states permissibly considered the cost-effectiveness of achieving downwind attainment and that the EPA had authority under the Clean Air Act to impose federal implementation plans immediately after disapproving state implementation plans. The United States Supreme Court remanded the case to the D.C. Circuit for further action. The D.C. Circuit's previous stay of the rule was lifted in October 2014 and the first phase of the rule was implemented January 1, 2015.

MidAmerican Energy has installed emissions controls at some of its coal-fueled generating facilities to comply with the CSAPR and may purchase emissions allowances to meet a portion of its compliance obligations. The cost of these allowances is subject to market conditions at the time of purchase and historically has not been material. MidAmerican Energy believes that the controls installed to date are consistent with the reductions to be achieved from implementation of the final rule.

MidAmerican Energy operates natural gas-fueled generating facilities in Iowa and BHE Renewables operates natural gas-fueled generating facilities in Texas, Illinois and New York, which are subject to the CSAPR. However, the provisions are not anticipated to have a material impact on the Company. None of PacifiCorp's, Nevada Power's or Sierra Pacific's generating facilities are subject to the CSAPR.

Regional Haze

The EPA's Regional Haze Rule, finalized in 1999, requires states to develop and implement plans to improve visibility in designated federally protected areas ("Class I areas"). Some of PacifiCorp's coal-fueled generating facilities in Utah, Wyoming and Arizona and certain of Nevada Power's and Sierra Pacific's fossil-fueled generating facilities are subject to the Clean Air Visibility Rules. In accordance with the federal requirements, states are required to submit SIPs that address emissions from sources subject to best available retrofit technology ("BART") requirements and demonstrate progress towards achieving natural visibility requirements in Class I areas by 2064.

The state of Utah issued a regional haze SIP requiring the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on Hunter Units 1 and 2, and Huntington Units 1 and 2. In December 2012, the EPA approved the sulfur dioxide portion of the Utah regional haze SIP and disapproved the nitrogen oxides and particulate matter portions. Certain groups appealed the EPA's approval of the sulfur dioxide portion and oral argument was heard before the United States Court of Appeals for the Tenth Circuit ("Tenth Circuit") in March 2014. In October 2014, the Tenth Circuit upheld the EPA's approval of the sulfur dioxide portion of the SIP. The state of Utah and PacifiCorp filed petitions for administrative and judicial review of the EPA's final rule on the BART determinations for the nitrogen oxides and particulate matter portions of Utah's regional haze SIP in March 2013. Oral argument was held before the Tenth Circuit in March 2014. In May 2014, the Tenth Circuit dismissed the petition on jurisdictional grounds. In addition, and separate from the EPA's approval process and related litigation, the Utah Division of Air Quality has undertaken an additional BART analysis for Hunter Units 1 and 2, and Huntington Units 1 and 2, for which the public comment period closed in December 2014. The additional analysis will be provided to the EPA as a supplement to the existing Utah SIP once the Utah Division of Air Quality responds to the public comments. It is unknown whether and how this supplemental analysis will impact the EPA's decision regarding the Utah SIP.

The state of Wyoming issued two regional haze SIPs requiring the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on certain PacifiCorp coal-fueled generating facilities in Wyoming. The EPA approved the sulfur dioxide SIP in December 2012. Certain groups have appealed the EPA's approval of the sulfur dioxide SIP, and PacifiCorp has intervened in that appeal. Oral argument was held before the Tenth Circuit in March 2014. In October 2014, the Tenth Circuit upheld the EPA's approval of the sulfur dioxide portion of the SIP. In addition, the EPA initially proposed in June 2012 to disapprove portions of the nitrogen oxides and particulate matter SIP and instead issue a federal implementation plan ("FIP"). The EPA withdrew its initial proposed actions on the nitrogen oxides and particulate matter SIP and the proposed FIP, published a re-proposed rule in June 2013, and finalized its determination in January 2014, which aligns more closely with the SIP proposed by the state of Wyoming. The EPA's final action on the Wyoming SIP approved the state's plan to have PacifiCorp install low-nitrogen oxides burners at Naughton Units 1 and 2, selective catalytic reduction ("SCR") controls at Naughton Unit 3 by December 2014, SCR controls at Jim Bridger Units 1 through 4 between 2015 and 2022, and low-nitrogen oxides burners at Dave Johnston Unit 4. The EPA disapproved the Wyoming SIP and issued a FIP for Dave Johnston Unit 3, where it required the installation of SCR controls by 2019 or, in lieu of installing SCR controls, a commitment to shut down Dave Johnston Unit 3 by 2027, its currently approved depreciable life. The EPA also disapproved the Wyoming SIP and issued a FIP for the Wyodak coal-fueled generating facility ("Wyodak Facility"), requiring the installation of SCR controls within five years (i.e., by 2019). The EPA action became final on March 3, 2014. PacifiCorp filed an appeal of the EPA's final action on the Wyodak Facility in March 2014. The state of Wyoming has also filed an appeal of the EPA's final action, as have the Powder River Basin Resource Council, National Parks Conservation Association and Sierra Club. In September 2014, the Tenth Circuit issued a stay of the March 2019 compliance deadline for the Wyodak Facility, pending further action by the Tenth Circuit in the appeal. In June 2014, the Wyoming Department of Environmental Quality issued a revised BART permit providing for the Naughton Unit 3 natural gas conversion in 2018 and allowing the unit to operate on coal through 2017. In its final action, the EPA indicated it supported the conversion of the unit to natural gas and would expedite action relative to consideration of the natural gas conversion once the state of Wyoming submitted the requisite SIP amendment; nonetheless, the Naughton Unit 3 natural gas conversion remains subject to final approval by the EPA.

The state of Arizona issued a regional haze SIP requiring, among other things, the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on Cholla Unit 4. The EPA approved in part, and disapproved in part, the Arizona SIP and issued a FIP for the disapproved portions requiring SCR controls on Cholla Unit 4. PacifiCorp filed an appeal in the United States Court of Appeals for the Ninth Circuit ("Ninth Circuit") regarding the FIP as it relates to Cholla Unit 4, and the Arizona Department of Environmental Quality and other affected Arizona utilities filed separate appeals of the FIP as it relates to their interests. The Ninth Circuit issued an order on February 20, 2015, holding the matter in abeyance relating to PacifiCorp and Arizona Public Service Company as they work with state and federal agencies on an alternate compliance approach for Cholla Unit 4. In January 2015, Arizona Public Service Company submitted the permit applications and studies required to amend the Title V permit, and subsequently the Arizona SIP to convert Cholla Unit 4 to a natural gas-fueled unit in 2025. The amended plan is currently awaiting review and approval by the state of Arizona and after approval will be submitted to the EPA for review and approval.

The state of Colorado issued a regional haze SIP, which was approved by the EPA, and requires, among other things, the installation of selective non-catalytic reduction technology by 2018 at Craig Unit 1, in which PacifiCorp has an ownership interest. Environmental groups appealed the EPA's action, in which PacifiCorp intervened in support of the EPA. In July 2014, parties to the litigation, other than PacifiCorp, entered into a settlement agreement which required the installation of SCR controls at Craig Unit 1 by 2021. PacifiCorp opposed the settlement agreement. Nonetheless, the Tenth Circuit has granted the EPA's remand and vacatur of its previous action, which is currently pending. The state of Colorado regional haze SIP also requires SCR controls at Craig Unit 2 and Hayden Units 1 and 2, in which PacifiCorp has ownership interests. Each of those regional haze compliance projects are underway.

Environmental groups have challenged both of the EPA's final determinations with respect to Nevada's regional haze SIP. In May 2012, WildEarth Guardians petitioned the Ninth Circuit to review the EPA's March 2012 approval of Nevada's SIP for all affected units and emissions except nitrogen oxides controls at the Reid Gardner Generating Station. Both Nevada Power and Sierra Pacific intervened in the lawsuit and briefing was completed in February 2013.The matter was heard before the Ninth Circuit in May 2014. On July 17, 2014, the Ninth Circuit issued its decision, dismissing the petition in part because WildEarth Guardians did not have standing to challenge a portion of the SIP, and denying the petition in part based on its conclusion that the EPA's approval of the Nevada SIP was appropriate.

The Navajo Generating Station, in which Nevada Power is a joint owner with an 11.3% ownership share, is also a source that is subject to the regional haze BART requirements. In January 2013, the EPA announced a proposed FIP addressing BART and an alternative for the Navajo Generating Station that includes a flexible timeline for reducing nitrogen oxides emissions. Nevada Power, along with the other owners of the facility, have been reviewing the EPA's proposal to determine its impact on the viability of the facility's future operations. The land lease for the Navajo Generating Station is subject to renewal in 2019. Renewal of the lease will require completion of an Environmental Impact Statement as well as a renewal of the fuel supply agreement. In September 2013, the EPA issued a supplemental proposal that included another BART alternative called the Technical Work Group Alternative, which is based on a proposal submitted to the EPA by a group of Navajo Generating Station stakeholders. The EPA accepted comments on the various alternatives through January 6, 2014 and, in July 2014, the EPA announced it had approved the final plan for the Navajo Generating Station, including the reduction of emissions of nitrogen oxides by approximately 80% through the retirement of one unit in 2019 and installation of SCR controls at the other two units by 2030. In October 2014, several groups filed an appeal of the EPA's decision in the Ninth Circuit. Until such time as additional action is taken by the Ninth Circuit and the uncertainties regarding lease and agreement renewal terms for the Navajo Generating Station are addressed, the Company cannot predict the outcome of this matter. Nevada Power filed the ERCR Plan in May 2014 that proposed to eliminate its ownership participation in the Navajo Generating Station in 2019, which was approved by the PUCN.

A case was filed in the Tenth Circuit appealing a FIP issued by the EPA in New Mexico. In addition, two cases involving the EPA's issuance of a FIP were appealed to the United States Supreme Court in 2014, one from the Tenth Circuit based on the EPA rejecting portions of the Oklahoma SIP and one from the United States Court of Appeals for the Eighth Circuit based on the EPA's rejection of the North Dakota SIP. In May 2014, the United States Supreme Court issued its decisions denying review of the Oklahoma and North Dakota SIPs.

Until the EPA takes final action in each state and decisions have been made on each appeal, the Company cannot fully determine the impacts of the Regional Haze Rule on its generating facilities.

New Source Review

Under existing New Source Review ("NSR") provisions of the Clean Air Act, any facility that emits regulated pollutants is required to obtain a permit from the EPA or a state regulatory agency prior to (a) beginning construction of a new major stationary source of a regulated pollutant or (b) making a physical or operational change to an existing stationary source of such pollutants that increases certain levels of emissions, unless the changes are exempt under the regulations (including routine maintenance, repair and replacement of equipment). In general, projects subject to NSR regulations require pre-construction review and permitting under the Prevention of Significant Deterioration ("PSD") provisions of the Clean Air Act. Under the PSD program, a project that emits threshold levels of regulated pollutants must undergo an analysis to determine the best available control technology and evaluate the most effective emissions controls after consideration of a number of factors. Violations of NSR regulations, which may be alleged by the EPA, states, environmental groups and others, potentially subject a company to material fines and other sanctions and remedies, including installation of enhanced pollution controls and funding of supplemental environmental projects.

Numerous changes have been proposed to the NSR rules and regulations over a period of years. In addition to the proposed changes, differing interpretations by the EPA and the courts create risk and uncertainty for entities when seeking permits for new projects and installing emissions controls at existing facilities under NSR requirements. The Company monitors these changes and interpretations to ensure permitting activities are conducted in accordance with the applicable requirements.

As part of an industry-wide investigation to assess compliance with the NSR and PSD provisions, the EPA has requested information and supporting documentation from numerous utilities regarding their capital projects for various coal-fueled generating facilities. A NSR enforcement case against an unrelated utility has been decided by the United States Supreme Court, holding that an increase in the annual emissions of a generating facility, when combined with a modification (i.e., a physical or operational change), may trigger NSR permitting. Between 2001 and 2003, PacifiCorp and MidAmerican Energy responded to requests for information relating to their capital projects at their coal-fueled generating facilities. PacifiCorp engaged in periodic discussions with the EPA over several years regarding PacifiCorp's historical projects and their compliance with NSR and PSD provisions. In September 2011, PacifiCorp received a letter from the EPA concluding these discussions. In September 2013, PacifiCorp received a Section 114 request for information for certain projects and facilities in Wyoming and Utah. PacifiCorp provided timely responses to the request. PacifiCorp cannot predict the next steps in this process and could be required to install additional emissions controls and incur additional costs and penalties in the event it is determined that PacifiCorp's historical projects did not meet all regulatory requirements.

In October 2011, MidAmerican Energy received a request from the EPA Region 7 pursuant to Section 114 of the Clean Air Act for information on its coal-fueled generating facilities to supplement the requests made in 2002 and 2003. MidAmerican Energy submitted its response to the October 2011 request in December 2011. MidAmerican Energy cannot predict the outcome of this matter at this time.

In June 2009, Sierra Pacific received a request from the EPA Region 9 pursuant to Section 114 of the Clean Air Act for information regarding current and historic operations and capital project information for Sierra Pacific's Valmy Generating Station. Sierra Pacific operates and owns 50% of the Valmy coal-fueled generating facility. Sierra Pacific submitted its response to the EPA in December 2009. Sierra Pacific cannot predict the outcome of this matter at this time.

In October 2011, Nevada Power received a request from the EPA Region 9 pursuant to Section 114 of the Clean Air Act for information regarding current and historic operations and capital projects for Nevada Power's Reid Gardner coal-fueled generating facility. Nevada Power submitted its response to the EPA during the first quarter of 2012. Nevada Power cannot predict the outcome of this matter at this time.

Climate Change

While significant measures to regulate GHG emissions at the federal level were considered by the United States Congress in 2010, comprehensive climate change legislation has not been adopted. In June 2013, President Obama issued a Climate Action Plan, which, among other things, required the EPA to address GHG emissions from new, modified and existing fossil-fueled generating facilities under the Clean Air Act. Regulation of GHG emissions has proceeded under various provisions of the Clean Air Act since the EPA's December 2009 findings that GHG emissions threaten public health and welfare.

GHG Tailoring Rule

In May 2010, the EPA finalized the GHG "Tailoring Rule" requiring new or modified sources of GHG emissions with increases of 75,000 or more tons per year of total GHG to determine the best available control technology for their GHG emissions beginning in January 2011. New or existing major sources are also subject to Title V operating permit requirements for GHG. Beginning July 1, 2011 through June 30, 2013, new construction projects that emit GHG emissions of at least 100,000 tons per year and modifications of existing facilities that increase GHG emissions by at least 75,000 tons per year became subject to permitting requirements. While the final rule also required facilities that were previously not subject to Title V permitting requirements to obtain Title V permits if they emit at least 100,000 tons per year of carbon dioxide equivalents, litigation over the Tailoring Rule resulted in a decision by the United States Supreme Court in June 2014 that the EPA could not utilize the Tailoring Rule to impose GHG permitting requirements on sources not otherwise subject to Clean Air Act permitting provisions. That decision did not impact the Company’s sources that are already subject to Clean Air Act permitting. MidAmerican Energy has obtained permits to install emissions reduction equipment at existing generating facilities to comply with the transport rule (previously referenced as CSAPR and in its current implementation of the CAIR requirements) and was required to assess the impacts of the projects on GHG emissions. A GHG emissions limit was imposed on the permits for those projects. PacifiCorp's permitting of certain existing generating facilities to install emissions reduction equipment to comply with the Regional Haze Rules assessed the impacts of the projects on GHG emissions under the GHG Tailoring Rule. No GHG emissions limit was included in the permits. However, PacifiCorp's Lake Side 2 was subject to a best available control technology review and the permit includes a limit for carbon dioxide equivalent emissions. Both MidAmerican Energy's and PacifiCorp's management believe compliance with the GHG limits under these permits will not result in a material adverse impact on its operations. To date, permitting authorities implementing the GHG Tailoring Rule have included efficiency improvements to demonstrate compliance with best available control technology for GHG, as well as requiring emissions limits for GHGs in permits, which have not had a material impact on the Company's consolidated financial results.

GHG Performance Standards

Under the Clean Air Act, the EPA may establish emissions standards that reflect the degree of emissions reductions achievable through the best technology that has been demonstrated, taking into consideration the cost of achieving those reductions and any non-air quality health and environmental impact and energy requirements. The EPA entered into a settlement agreement with a number of parties, including certain state governments and environmental groups, in December 2010 to promulgate emissions standards covering GHG. In April 2012, the EPA proposed new source performance standards for new fossil-fueled generating facilities that would limit emissions of carbon dioxide to 1,000 pounds per MWh. As part of his Climate Action Plan, President Obama announced a national climate change strategy and issued a presidential memorandum requiring the EPA to issue a re-proposed GHG new source performance standard for fossil-fueled generating facilities by September 2013. The September 2013 GHG new source performance standards released by the EPA set different standards for coal-fueled and natural gas-fueled generating facilities. The proposed standard for natural gas-fueled generating facilities considers the size of the unit and the electricity sent to the grid from the unit, establishing a standard of 1,000 to 1,100 pounds of carbon dioxide per MWh. The standard proposed for coal-fueled generating facilities is 1,100 pounds of carbon dioxide per MWh on an annual basis or 1,000 to 1,050 pounds of carbon dioxide per MWh averaged over a seven-year period, both of which would require partial carbon capture and sequestration. The proposed standards were published in the Federal Register January 8, 2014, and the public comment period closed in May 2014. Any new fossil-fueled generating facilities constructed by the Company will be required to meet the GHG new source performance standards, which are expected to be finalized in the summer of 2015.

In June 2014, the EPA released proposed regulations to address GHG emissions from existing fossil-fueled generating facilities, referred to as the Clean Power Plan, under Section 111(d) of the Clean Air Act. The EPA's proposal calculated state-specific emission rate targets to be achieved based on four building blocks that it determined were the "Best System of Emission Reduction." The four building blocks include: (a) a 6% heat rate improvement from coal-fueled generating facilities; (b) increased utilization of existing combined-cycle natural gas-fueled generating facilities to 70%; (c) increased deployment of renewable and non-carbon generating resources; and (d) increased energy efficiency. Under the EPA's proposal, states may utilize any measure to achieve the specified emission reduction goals, with an initial implementation period of 2020-2029 and the final goal to be achieved by 2030. When fully implemented, the proposal is expected to reduce carbon dioxide emissions in the power sector to 30% below 2005 levels by 2030. The public comment period closed December 1, 2014 and the final guidelines are scheduled to be issued in the summer of 2015. States are required to submit implementation plans by June 2016, but they may request an extension to June 2017, or June 2018 if they plan to participate in a regional compliance program. The impacts of the proposal on PacifiCorp, MidAmerican Energy, Nevada Power, Sierra Pacific and BHE Renewables cannot be determined until the EPA finalizes the proposal and the states develop their implementation plans. PacifiCorp, MidAmerican Energy, Nevada Power and Sierra Pacific have historically pursued cost-effective projects, including plant efficiency improvements, increased diversification of their generating fleets to include deployment of renewable and lower carbon generating resources, and advancement of customer energy efficiency programs.

In November 2014, President Obama announced the United States and China had reached a climate change agreement under which the United States intends to achieve an economy-wide target of reducing its emissions by 26% to 28% below 2005 levels in 2025 and China would peak its GHG emissions around 2030 and increase the share of non-fossil fuels in primary energy consumption to 20% by 2030.

While the discussion continues at the federal and international level over the direction of climate change policy, several states have continued to implement state-specific laws or regional initiatives to report or mitigate GHG emissions. In addition, governmental, non-governmental and environmental organizations have become more active in pursuing climate change related litigation under existing laws.

In the absence of comprehensive climate legislation or regulation, the Company has continued to invest in lower- and non-carbon generating resources and to operate in an environmentally responsible manner. Examples of the Company's significant investments in programs and facilities that mitigate its GHG emissions include:


•	MidAmerican Energy owns the largest and PacifiCorp owns the second largest portfolio of wind-powered generating capacity in the United States among rate-regulated utilities. As of December 31, 2014 , the Company had 5,168 MW of wind-powered generating capacity in operation and under construction at a total cost when constructed of over $9 billion .


•	As of December 31, 2014 , the Company owned 1,286 MW of solar generating capacity in operation and under construction at a total cost when constructed of approximately $6 billion . As of December 31, 2014 , 1,092 MW of solar generating capacity was in-service.


•	PacifiCorp owns 1,145 MW of hydroelectric generating capacity.


•	Investments in transmission systems that: (a) address customer load growth; (b) improve system reliability; (c) reduce transmission system constraints; (d) provide access to diverse generation resources, including renewable resources; and (e) improve the flow of electricity.


•	The Utilities have offered customers a comprehensive set of DSM programs for more than 20 years. The programs assist customers to manage the timing of their usage, as well as to reduce overall energy consumption, resulting in lower utility bills.

New federal, regional, state and international accords, legislation, regulation, or judicial proceedings limiting GHG emissions could have a material adverse impact on the Company, the United States and the global economy. Companies and industries with higher GHG emissions, such as utilities with significant coal-fueled generating facilities, will be subject to more direct impacts and greater financial and regulatory risks. The impact is dependent on numerous factors, none of which can be meaningfully quantified at this time. These factors include, but are not limited to, the magnitude and timing of GHG emissions reduction requirements; the design of the requirements; the cost, availability and effectiveness of emissions control technology; the price, distribution method and availability of offsets and allowances used for compliance; government-imposed compliance costs; and the existence and nature of incremental cost recovery mechanisms. Examples of how new requirements may impact the Company include:


•	Additional costs may be incurred to purchase required emissions allowances under any market-based cap-and-trade system in excess of allocations that are received at no cost. These purchases would be necessary until new technologies could be developed and deployed to reduce emissions or lower carbon generation is available;


•	Acquiring and renewing construction and operating permits for new and existing generating facilities may be costly and difficult;


•	Additional costs may be incurred to purchase and deploy new generating technologies;


•	Costs may be incurred to retire existing coal-fueled generating facilities before the end of their otherwise useful lives or to convert them to burn fuels, such as natural gas or biomass, that result in lower emissions;


•	Operating costs may be higher and generating unit outputs may be lower;


•	Higher interest and financing costs and reduced access to capital markets may result to the extent that financial markets view climate change and GHG emissions as a greater business risk; and


•	The Company's natural gas pipeline operations, electric transmission and retail sales may be impacted in response to changes in customer demand and requirements to reduce GHG emissions.

The impact of events or conditions caused by climate change, whether from natural processes or human activities, could vary widely, from highly localized to worldwide, and the extent to which a utility's operations may be affected is uncertain. Climate change may cause physical and financial risk through, among other things, sea level rise, changes in precipitation and extreme weather events. Consumer demand for energy may increase or decrease, based on overall changes in weather and as customers promote lower energy consumption through the continued use of energy efficiency programs or other means. Availability of resources to generate electricity, such as water for hydroelectric production and cooling purposes, may also be impacted by climate change and could influence the Company's existing and future electricity generating portfolio. These issues may have a direct impact on the costs of electricity production and increase the price customers pay or their demand for electricity.

Regional and State Activities

Several states have promulgated or otherwise participate in state-specific or regional laws or initiatives to report or mitigate GHG emissions. These are expected to impact PacifiCorp and other BHE energy subsidiaries, and include:

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Under the authority of California's Global Warming Solutions Act signed into law in 2006, the California Air Resources Board adopted a GHG cap-and-trade program with an effective date of January 1, 2012; compliance obligations were imposed on entities beginning in 2013. The program purports to impose compliance obligations on entities, including PacifiCorp, that deliver wholesale energy to points that are outside of California, irrespective of retail service obligations. These obligations and other impacts to wholesale energy market structures may, if implemented as written, increase costs to PacifiCorp. In addition, California law imposes a GHG emissions performance standard to all electricity generated within the state or delivered from outside the state that is no higher than the GHG emissions levels of a state-of-the-art combined-cycle natural gas-fueled generating facility, as well as legislation that adopts an economy-wide cap on GHG emissions to 1990 levels by 2020. The first auction of GHG allowances was held in California in November 2012 with ongoing quarterly auctions.

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The states of California, Washington and Oregon have adopted GHG emissions performance standards for base load electricity generating resources. Under the laws in California and Oregon, the emissions performance standards provide that emissions must not exceed 1,100 pounds of carbon dioxide per MWh. Effective April 2013, Washington's amended emissions performance standards provide that GHG emissions for base load electricity generating resources must not exceed 970 pounds of carbon dioxide per MWh. These GHG emissions performance standards generally prohibit electric utilities from entering into long-term financial commitments (e.g., new ownership investments, upgrades, or new or renewed contracts with a term of five or more years) unless any base load generation supplied under long-term financial commitments comply with the GHG emissions performance standards.

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Washington and Oregon enacted legislation in May 2007 and August 2007, respectively, establishing goals for the reduction of GHG emissions in their respective states. Washington's goals seek to (a) reduce emissions to 1990 levels by 2020; (b) reduce emissions to 25% below 1990 levels by 2035; and (c) reduce emissions to 50% below 1990 levels by 2050, or 70% below Washington's forecasted emissions in 2050. Oregon's goals seek to (a) cease the growth of Oregon GHG emissions by 2010; (b) reduce GHG levels to 10% below 1990 levels by 2020; and (c) reduce GHG levels to at least 75% below 1990 levels by 2050. Each state's legislation also calls for state government to develop policy recommendations in the future to assist in the monitoring and achievement of these goals.

•

The Regional Greenhouse Gas Initiative, a mandatory, market-based effort to reduce GHG emissions in ten Northeastern and Mid-Atlantic states, required, beginning in 2009, the reduction of carbon dioxide emissions from the power sector of 10% by 2018. In May 2011, New Jersey withdrew from participation in the Regional Greenhouse Gas Initiative. In February 2013, the Regional Greenhouse Gas Initiative states proposed to lower the previously established emission cap and to identify a policy on emissions associated with imported electricity.

GHG Litigation

The Company closely monitors ongoing environmental litigation. Numerous lawsuits have been unsuccessfully pursued against the industry that attempt to link GHG emissions to public or private harm. The lower courts initially refrained from adjudicating the cases under the "political question" doctrine, because of their inherently political nature. These cases have typically been appealed to federal appellate courts and, in certain circumstances, to the United States Supreme Court. An adverse ruling in similar cases would likely result in increased regulation and costs for GHG emitters, including the Company's generating facilities.

Renewable Portfolio Standards

Each state's RPS described below could significantly impact the Company's consolidated financial results. Resources that meet the qualifying electricity requirements under each RPS vary from state to state. Each state's RPS requires some form of compliance reporting and the Company can be subject to penalties in the event of noncompliance. The Company believes it is in material compliance with all applicable RPS laws and regulations.

Washington's Energy Independence Act establishes a renewable energy target for qualifying electric utilities, including PacifiCorp. The requirements are 3% of retail sales by January 1, 2012 through 2015, 9% of retail sales by January 1, 2016 through 2019 and 15% of retail sales by January 1, 2020 and each year thereafter. In April 2013, Washington State Senate Bill No. 5400 ("SB 5400") was signed into law. SB 5400 expands the geographic area in which eligible renewable resources may be located to beyond the Pacific Northwest, allowing renewable resources located in all states served by PacifiCorp to qualify. SB 5400 also provides PacifiCorp with additional flexibility and options to meet Washington's renewable mandates.

The Oregon Renewable Energy Act ("OREA") provides a comprehensive renewable energy policy and RPS for Oregon. Subject to certain exemptions and cost limitations established in the law, PacifiCorp and other qualifying electric utilities must meet minimum qualifying electricity requirements for electricity sold to retail customers of at least 5% in 2011 through 2014, 15% in 2015 through 2019, 20% in 2020 through 2024, and 25% in 2025 and subsequent years. As required by the OREA, the OPUC has approved an automatic adjustment clause to allow an electric utility, including PacifiCorp, to recover prudently incurred costs of its investments in renewable energy generating facilities and associated transmission costs.

The California RPS requires all California retail sellers to procure an average of 20% of retail load from renewable resources by December 31, 2013, 25% by December 31, 2016 and 33% by December 31, 2020 and each year thereafter. In December 2011, the CPUC adopted a decision confirming that multi-jurisdictional utilities, such as PacifiCorp, are not subject to the percentage limits within the three product content categories of RPS-eligible resources established by the legislation that have been imposed on other California retail sellers. The CPUC is in the process of an extensive rulemaking to implement the new requirements under the legislation.

Utah's Energy Resource and Carbon Emission Reduction Initiative provides that, beginning in the year 2025, 20% of adjusted retail electric sales of all Utah utilities be supplied by renewable energy, if it is cost effective. Retail electric sales will be adjusted by deducting the amount of generation from sources that produce zero or reduced carbon emissions, and for sales avoided as a result of energy efficiency and DSM programs. Qualifying renewable energy sources can be located anywhere in the WECC areas, and renewable energy credits can be used.

Since 1997, NV Energy has been required to comply with a RPS. Current law requires the Nevada Utilities to meet 18% of their energy requirements with renewable resources for 2014, 20% for 2015 through 2019, 22% for 2020 and 2024, and 25% for 2025 and thereafter. The RPS also requires 5% of the portfolio requirement come from solar resources through 2015 and increasing to 6% in 2016. Nevada law also permits energy efficiency measures to be used to satisfy a portion of the RPS through 2025, subject to certain limitations. The Nevada Utilities are in compliance with these requirements.

Water Quality Standards

The federal Water Pollution Control Act ("Clean Water Act") establishes the framework for maintaining and improving water quality in the United States through a program that regulates, among other things, discharges to and withdrawals from waterways. The Clean Water Act requires that cooling water intake structures reflect the "best technology available for minimizing adverse environmental impact" to aquatic organisms. After significant litigation, the EPA released a proposed rule under §316(b) of the Clean Water Act to regulate cooling water intakes at existing facilities. The final rule was released in May 2014, and became effective in October 2014. Under the final rule, existing facilities that withdraw at least 25% of their water exclusively for cooling purposes and have a design intake flow of greater than two million gallons per day are required to reduce fish impingement (i.e., when fish and other aquatic organisms are trapped against screens when water is drawn into a facility's cooling system) by choosing one of seven options. Facilities that withdraw at least 125 million gallons of water per day from waters of the United States must also conduct studies to help their permitting authority determine what site-specific controls, if any, would be required to reduce entrainment of aquatic organisms (i.e., when organisms are drawn into the facility). PacifiCorp and MidAmerican Energy are assessing the options for compliance at their generating facilities impacted by the final rule and will complete impingement and entrainment studies. PacifiCorp's Dave Johnston generating facility and all of MidAmerican Energy's coal-fueled generating facilities, except Louisa, Ottumwa and Walter Scott, Jr. Unit 4, which have water cooling towers, withdraw more than 125 million gallons per day of water from waters of the United States for once-through cooling applications. PacifiCorp's Jim Bridger, Naughton, Gadsby, Hunter, Carbon and Huntington generating facilities currently utilize closed cycle cooling towers but are designed to withdraw more than two million gallons of water per day. The standards are required to be met as soon as possible after the effective date of the final rule, but no later than eight years thereafter. The costs of compliance with the cooling water intake structure rule cannot be fully determined until the prescribed studies are conducted. In the event that PacifiCorp's or MidAmerican Energy's existing intake structures require modification, the costs are not anticipated to be significant to the consolidated financial statements. Nevada Power and Sierra Pacific do not utilize once-through cooling water intake or discharge structures at any of their generating facilities. All of the Nevada Power and Sierra Pacific generating stations are designed to have either minimal or zero discharge; therefore, they are not expected to be impacted by the §316(b) final rule.

In June 2013, the EPA published proposed effluent limitation guidelines and standards for the steam electric power generating sector. These guidelines, which had not been revised since 1982, were revised in response to the EPA's concerns that the addition of controls for air emissions have changed the effluent discharged from coal- and natural gas-fueled generating facilities. While the EPA expected the final rule to be published in May 2014, the final rule is now scheduled for release by September 30, 2015. It is likely that the new guidelines will impose more stringent limits on wastewater discharges from coal-fueled generating facilities and associated ash and scrubber ponds. However, until the revised guidelines are finalized, the Company cannot predict the impact on its generating facilities.

In April 2014, the EPA and the United States Army Corps of Engineers issued a joint proposal to address "Waters of the United States" to clarify protection under the Clean Water Act for streams and wetlands. The proposed rule comes as a result of United States Supreme Court decisions in 2001 and 2006 that created confusion regarding jurisdictional waters that were subject to permitting under either nationwide or individual permitting requirements. As currently proposed, a variety of projects that otherwise would have qualified for streamlined permitting processes under nationwide or regional general permits will be required to undergo more lengthy and costly individual permit procedures based on an extension of waters that will be deemed jurisdictional. The public comment period closed November 14, 2014. Until the rule is finalized, the Company cannot determine whether projects that include construction and demolition will face more complex permitting issues, higher costs or increased requirements for compensatory mitigation.

Coal Combustion Byproduct Disposal

In May 2010, the EPA released a proposed rule to regulate the management and disposal of coal combustion byproducts, presenting two alternatives to regulation under the RCRA. The public comment period closed in November 2010. The final rule was released by the EPA on December 19, 2014 and will be effective 180 days after it is published in the Federal Register. The final rule regulates coal combustion byproducts as non-hazardous waste under RCRA Subtitle D and establishes minimum nationwide standards for the disposal of coal combustion residuals. Under the final rule, surface impoundments and landfills utilized for coal combustion byproducts may need to be closed unless they can meet the more stringent regulatory requirements.

As defined by the final rule, PacifiCorp operates 18 surface impoundments and seven landfills that contain coal combustion byproducts. MidAmerican Energy owns or operates seven surface impoundments and four landfills that contain coal combustion byproducts. The Nevada Utilities operates ten evaporative surface impoundments that are likely to fall within the definition of the final rule and two landfills that contain coal combustion byproducts. The Company is assessing the requirements of the final rule to determine the costs of compliance.

Other

Other laws, regulations and agencies to which the Company is subject include, but are not limited to:


•	The federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws may require any current or former owners or operators of a disposal site, as well as transporters or generators of hazardous substances sent to such disposal site, to share in environmental remediation costs.

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The Nuclear Waste Policy Act of 1982, under which the United States Department of Energy is responsible for the selection and development of repositories for, and the permanent disposal of, spent nuclear fuel and high-level radioactive wastes. Refer to Note 13 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding nuclear decommissioning obligations.


•	The federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes establish operational, reclamation and closure standards that must be met during and upon completion of mining activities.

•

The FERC evaluates hydroelectric systems to ensure environmental impacts are minimized, including the issuance of environmental impact statements for licensed projects both initially and upon relicensing. The FERC monitors the hydroelectric facilities for compliance with the license terms and conditions, which include environmental provisions. Refer to Note 16 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for information regarding the relicensing of PacifiCorp's Klamath River hydroelectric system.

BHE expects its Domestic Regulated Businesses will be allowed to recover the prudently incurred costs to comply with the environmental laws and regulations discussed above. The Company's planning efforts take into consideration the complexity of balancing factors such as: (a) pending environmental regulations and requirements to reduce emissions, address waste disposal, ensure water quality and protect wildlife; (b) avoidance of excessive reliance on any one generation technology; (c) costs and trade-offs of various resource options including energy efficiency, demand response programs and renewable generation; (d) state-specific energy policies, resource preferences and economic development efforts; (e) additional transmission investment to reduce power costs and increase efficiency and reliability of the integrated transmission system; and (f) keeping rates affordable. Due to the number of generating units impacted by environmental regulations, deferring installation of compliance-related projects is often not feasible or cost effective and places the Company at risk of not having access to necessary capital, material, and labor while attempting to perform major equipment installations in a compressed timeframe concurrent with other utilities across the country. Therefore, the Company has established installation schedules with permitting agencies that coordinate compliance timeframes with construction and tie-in of major environmental compliance projects as units are scheduled off-line for planned maintenance outages; these coordinated efforts help reduce costs associated with replacement power and maintain system reliability.

Collateral and Contingent Features

Debt of BHE and debt and preferred securities of certain of its subsidiaries are rated by credit rating agencies. Assigned credit ratings are based on each rating agency's assessment of the rated company's ability to, in general, meet the obligations of its issued debt or preferred securities. The credit ratings are not a recommendation to buy, sell or hold securities, and there is no assurance that a particular credit rating will continue for any given period of time.

BHE and its subsidiaries have no credit rating downgrade triggers that would accelerate the maturity dates of outstanding debt, and a change in ratings is not an event of default under the applicable debt instruments. The Company's unsecured revolving credit facilities do not require the maintenance of a minimum credit rating level in order to draw upon their availability. However, commitment fees and interest rates under the credit facilities are tied to credit ratings and increase or decrease when the ratings change. A ratings downgrade could also increase the future cost of commercial paper, short- and long-term debt issuances or new credit facilities.

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the three recognized credit rating agencies. These agreements may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," or in some cases terminate the contract, in the event of a material adverse change in creditworthiness. These rights can vary by contract and by counterparty. As of December 31, 2014 , the applicable credit ratings from the three recognized credit rating agencies were investment grade. If all credit-risk-related contingent features or adequate assurance provisions for these agreements had been triggered as of December 31, 2014 , the Company would have been required to post $556 million of additional collateral. The Company's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors. Refer to Note 14 of Notes to Consolidated Financial Statements for a discussion of the Company's collateral requirements specific to the Company's derivative contracts and Note 16 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for a discussion of the Company's collateral requirements specific to the Company's equity commitments.

In July 2010, the President signed into law the Dodd-Frank Reform Act. The Dodd-Frank Reform Act reshapes financial regulation in the United States by creating new regulators, regulating markets and firms not previously regulated, and providing new enforcement powers to regulators. Virtually all major areas of the Dodd-Frank Reform Act are and have been subject to extensive rulemaking proceedings being conducted both jointly and independently by multiple regulatory agencies, many of which have been completed and others that have not yet been finalized.

The Company is a party to derivative contracts, including over-the-counter derivative contracts. The Dodd-Frank Reform Act provides for extensive new regulation of over-the-counter derivative contracts and certain market participants, including imposition of position limits, mandatory clearing, exchange trading, capital, margin, reporting, recordkeeping and business conduct requirements. Many of these requirements are primarily for "swap dealers" and "major swap participants," but many of these also impose some requirements on almost all market participants, including the Company. The Dodd-Frank Reform Act provides certain exemptions from many of these requirements for commercial end-users when using derivatives to hedge or mitigate commercial risk of their businesses. The Company qualifies or believes it will qualify for many of these exemptions. The Company generally does not enter into over-the-counter derivative contracts for purposes unrelated to hedging or mitigating commercial risk and has determined that it is not a swap dealer or major swap participant. The outcome of pending and remaining Dodd-Frank Reform Act rulemaking proceedings cannot be predicted but requirements resulting from these proceedings could directly impact the Company or could have impacts to energy and other markets in general that could have an impact on the Company's consolidated financial results.

Inflation

Historically, overall inflation and changing prices in the economies where BHE 's subsidiaries operate have not had a significant impact on the Company's consolidated financial results. In the United States and Canada, the Regulated Businesses operate under cost-of-service based rate structures administered by various state and provincial commissions and the FERC. Under these rate structures, the Regulated Businesses are allowed to include prudent costs in their rates, including the impact of inflation. The price control formula used by the Northern Powergrid Distribution Companies incorporates the rate of inflation in determining rates charged to customers. BHE 's subsidiaries attempt to minimize the potential impact of inflation on their operations through the use of fuel, energy and other cost adjustment clauses and bill riders, by employing prudent risk management and hedging strategies and by considering, among other areas, its impact on purchases of energy, operating expenses, materials and equipment costs, contract negotiations, future capital spending programs and long-term debt issuances. There can be no assurance that such actions will be successful.

Off-Balance Sheet Arrangements

The Company has certain investments that are accounted for under the equity method in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Accordingly, an amount is recorded on the Company's Consolidated Balance Sheets as an equity investment and is increased or decreased for the Company's pro-rata share of earnings or losses, respectively, less any dividends from such investments. Certain equity investments are presented on the Consolidated Balance Sheets net of investment tax credits.

As of December 31, 2014 , the Company's investments that are accounted for under the equity method had short- and long-term debt of $2.4 billion , unused revolving credit facilities of $435 million and letters of credit outstanding of $88 million . As of December 31, 2014 , the Company's pro-rata share of such short- and long-term debt was $1.1 billion , unused revolving credit facilities was $186 million and outstanding letters of credit was $43 million . The entire amount of the Company's pro-rata share of the outstanding short- and long-term debt and unused revolving credit facilities is non-recourse to the Company. The entire amount of the Company's pro-rata share of the outstanding letters of credit is recourse to the Company. Although the Company is generally not required to support debt service obligations of its equity investees, default with respect to this non-recourse short- and long-term debt could result in a loss of invested equity.

New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. The following critical accounting estimates are impacted significantly by the Company's methods, judgments and assumptions used in the preparation of the Consolidated Financial Statements and should be read in conjunction with the Company's Summary of Significant Accounting Policies included in Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Accounting for the Effects of Certain Types of Regulation

The Regulated Businesses prepare their financial statements in accordance with authoritative guidance for regulated operations, which recognizes the economic effects of regulation. Accordingly, the Regulated Businesses defer the recognition of certain costs or income if it is probable that, through the ratemaking process, there will be a corresponding increase or decrease in future regulated rates. Regulatory assets and liabilities are established to reflect the impacts of these deferrals, which will be recognized in earnings in the periods the corresponding changes in regulated rates occur.

The Company continually evaluates the applicability of the guidance for regulated operations and whether its regulatory assets and liabilities are probable of inclusion in future regulated rates by considering factors such as a change in the regulator's approach to setting rates from cost-based ratemaking to another form of regulation, other regulatory actions or the impact of competition that could limit the Regulated Businesses' ability to recover their costs. The Company believes the application of the guidance for regulated operations is appropriate and its existing regulatory assets and liabilities are probable of inclusion in future regulated rates. The evaluation reflects the current political and regulatory climate at both the federal, state and provincial levels. If it becomes no longer probable that the deferred costs or income will be included in future regulated rates, the related regulatory assets and liabilities will be written off to net income, returned to customers or re-established as accumulated other comprehensive income (loss) ("AOCI"). Total regulatory assets were $4.3 billion and total regulatory liabilities were $2.8 billion as of December 31, 2014 . Refer to Note 6 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the Regulated Businesses' regulatory assets and liabilities.

Derivatives

The Company is exposed to the impact of market fluctuations in commodity prices, interest rates and foreign currency exchange rates. The Company is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk primarily through BHE's ownership of the Utilities as they have an obligation to serve retail customer load in their regulated service territories. MidAmerican Energy also provides nonregulated retail electricity and natural gas services in competitive markets. The Utilities' load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for retail customers. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. Interest rate risk exists on variable-rate debt, future debt issuances and mortgage commitments. Additionally, the Company is exposed to foreign currency exchange rate risk from its business operations and investments in Great Britain and Canada. Each of the Company's business platforms has established a risk management process that is designed to identify, assess, monitor, report, manage and mitigate each of the various types of risk involved in its business. The Company employs a number of different derivative contracts, which may include forwards, futures, options, swaps and other agreements, to manage its commodity price, interest rate, and foreign currency exchange rate risk. The Company manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, the Company may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, forward sale commitments, or mortgage interest rate lock commitments, to mitigate the Company's exposure to interest rate risk. The Company does not hedge all of its commodity price, interest rate and foreign currency exchange rate risks, thereby exposing the unhedged portion to changes in market prices. Refer to Notes 14 and 15 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the Company's derivative contracts.

Measurement Principles

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which the Company transacts. When quoted prices for identical contracts are not available, the Company uses forward price curves. Forward price curves represent the Company's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. The Company bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent brokers, exchanges, direct communication with market participants and actual transactions executed by the Company. Market price quotations are generally readily obtainable for the applicable term of the Company's outstanding derivative contracts; therefore, the Company's forward price curves reflect observable market quotes. As of December 31, 2014 , the Company had a net derivative liability of $248 million related to contracts valued using either quoted prices or forward price curves based upon observable market quotes. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to the length of the contract. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, the Company uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. The assumptions used in these models are critical because any changes in assumptions could have a significant impact on the estimated fair value of the contracts. As of December 31, 2014 , the Company had a net derivative asset of $51 million related to contracts where the Company uses internal models with significant unobservable inputs.

Classification and Recognition Methodology

The majority of the Company's commodity derivative contracts are probable of inclusion in the rates of its rate-regulated subsidiaries, and changes in the estimated fair value of derivative contracts are generally recorded as net regulatory assets or liabilities. Accordingly, amounts are generally not recognized in earnings until the contracts are settled and the forecasted transaction has occurred. As of December 31, 2014 , the Company had $223 million recorded as net regulatory assets related to derivative contracts on the Consolidated Balance Sheets.

Impairment of Goodwill and Long-Lived Assets

The Company's Consolidated Balance Sheet as of December 31, 2014 includes goodwill of acquired businesses of $9.3 billion . The Company evaluates goodwill for impairment at least annually and completed its annual review as of October 31. Additionally, no indicators of impairment were identified as of December 31, 2014 . Significant judgment is required in estimating the fair value of the reporting unit and performing goodwill impairment tests. The Company uses a variety of methods to estimate a reporting unit's fair value, principally discounted projected future net cash flows. Key assumptions used include, but are not limited to, the use of estimated future cash flows; multiples of earnings; and an appropriate discount rate. Estimated future cash flows are impacted by, among other factors, growth rates, changes in regulations and rates, ability to renew contracts and estimates of future commodity prices. In estimating future cash flows, the Company incorporates current market information, as well as historical factors. Refer to Note 22 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the Company's goodwill.

The Company evaluates long-lived assets for impairment, including property, plant and equipment, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable or the assets are being held for sale. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value and any resulting impairment loss is reflected on the Consolidated Statements of Operations. As substantially all property, plant and equipment was used in regulated businesses as of December 31, 2014 , the impacts of regulation are considered when evaluating the carrying value of regulated assets.

The estimate of cash flows arising from the future use of the asset that are used in the impairment analysis requires judgment regarding what the Company would expect to recover from the future use of the asset. Changes in judgment that could significantly alter the calculation of the fair value or the recoverable amount of the asset may result from significant changes in the regulatory environment, the business climate, management's plans, legal factors, market price of the asset, the use of the asset or the physical condition of the asset, future market prices, load growth, competition and many other factors over the life of the asset. Any resulting impairment loss is highly dependent on the underlying assumptions and could significantly affect the Company's results of operations.

Pension and Other Postretirement Benefits

The Company sponsors defined benefit pension and other postretirement benefit plans that cover the majority of its employees. The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans on the Consolidated Balance Sheets. Funded status is the fair value of plan assets minus the benefit obligation as of the measurement date. As of December 31, 2014 , the Company recognized a net liability totaling $390 million for the funded status of the Company's defined benefit pension and other postretirement benefit plans. As of December 31, 2014 , amounts not yet recognized as a component of net periodic benefit cost that were included in net regulatory assets totaled $727 million and in AOCI totaled $674 million .

The expense and benefit obligations relating to these defined benefit pension and other postretirement benefit plans are based on actuarial valuations. Inherent in these valuations are key assumptions, including discount rates, expected long-term rate of return on plan assets and healthcare cost trend rates. These key assumptions are reviewed annually and modified as appropriate. The Company believes that the assumptions utilized in recording obligations under the plans are reasonable based on prior plan experience and current market and economic conditions. Refer to Note 12 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for disclosures about the Company's defined benefit pension and other postretirement benefit plans, including the key assumptions used to calculate the funded status and net periodic benefit cost for these plans as of and for the year ended December 31, 2014 .

The Company chooses a discount rate based upon high quality debt security investment yields in effect as of the measurement date that corresponds to the expected benefit period. The pension and other postretirement benefit liabilities increase as the discount rate is reduced.

In establishing its assumption as to the expected long-term rate of return on plan assets, the Company utilizes the expected asset allocation and return assumptions for each asset class based on historical performance and forward-looking views of the financial markets. Pension and other postretirement benefits expense increases as the expected long-term rate of return on plan assets decreases. The Company regularly reviews its actual asset allocations and rebalances its investments to its targeted allocations when considered appropriate.

The Company chooses a healthcare cost trend rate that reflects the near and long-term expectations of increases in medical costs and corresponds to the expected benefit payment periods. The healthcare cost trend rate is assumed to gradually decline to 5.00% by 2025 , at which point the rate of increase is assumed to remain constant. Refer to Note 12 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for healthcare cost trend rate sensitivity disclosures.

The key assumptions used may differ materially from period to period due to changing market and economic conditions. These differences may result in a significant impact to pension and other postretirement benefits expense and the funded status. If changes were to occur for the following key assumptions, the approximate effect on the Consolidated Financial Statements would be as follows (in millions):



	Domestic Plans
						Other Postretirement					United Kingdom
	Pension Plans					Benefit Plans					Pension Plan
	+0.5%			-0.5%		+0.5%			-0.5%		+0.5%			-0.5%

Effect on December 31, 2014
Benefit Obligations:
Discount rate	$	(163	)	$	180	$	(37	)	$	38	$	(184	)	$	210

Effect on 2014 Periodic Cost:
Discount rate	$	(6	)	$	7	$	(3	)	$	4	$	(15	)	$	15
Expected rate of return on plan assets	(12		)	12		(4		)	4		(10		)	10

A variety of factors affect the funded status of the plans, including asset returns, discount rates, mortality assumptions, plan changes and the Company's funding policy for each plan.

Income Taxes

In determining the Company's income taxes, management is required to interpret complex income tax laws and regulations, which includes consideration of regulatory implications imposed by the Company's various regulatory jurisdictions. The Company's income tax returns are subject to continuous examinations by federal, state, local and foreign income tax authorities that may give rise to different interpretations of these complex laws and regulations. Due to the nature of the examination process, it generally takes years before these examinations are completed and these matters are resolved. The Company recognizes the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that is more-likely-than-not to be realized upon ultimate settlement. Although the ultimate resolution of the Company's federal, state, local and foreign income tax examinations is uncertain, the Company believes it has made adequate provisions for these income tax positions. The aggregate amount of any additional income tax liabilities that may result from these examinations, if any, is not expected to have a material impact on the Company's consolidated financial results. Refer to Note 11 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the Company's income taxes.

The Utilities are required to pass income tax benefits related to certain property-related basis differences and other various differences on to their customers in certain state jurisdictions. As of December 31, 2014 , these amounts were recognized as a regulatory asset of $1.4 billion and a regulatory liability of $24 million and will be included in regulated rates when the temporary differences reverse.

The Company has not established deferred income taxes on the undistributed foreign earnings of Northern Powergrid or AltaLink or the related currency translation adjustment that have been determined by management to be reinvested indefinitely. The cumulative undistributed foreign earnings were approximately $3.1 billion as of December 31, 2014 . The Company periodically evaluates its capital requirements. If circumstances change in the future and a portion of Northern Powergrid's or AltaLink's undistributed earnings were repatriated, the dividends would be subject to taxation in the United States. However, any United States income tax liability would be offset, in part, by available United States income tax credits with respect to corporate income taxes previously paid principally in the United Kingdom. Because of the availability of foreign income tax credits, it is not practicable to determine the United States income tax liability that would be recognized if such cumulative earnings were not reinvested indefinitely. The Company has established deferred income taxes on all other undistributed foreign earnings. If opportunities become available to repatriate cash without triggering incremental United States income tax expense, the Company may distribute certain foreign earnings of Northern Powergrid.

Revenue Recognition - Unbilled Revenue

Revenue from energy business customers is recognized as electricity or natural gas is delivered or services are provided. The determination of customer billings is based on a systematic reading of meters, fixed reservation charges based on contractual quantities and rates or, in the case of the Great Britain distribution businesses, when information is received from the national settlement system. At the end of each month, energy provided to customers since the date of the last meter reading is estimated, and the corresponding unbilled revenue is recorded. Unbilled revenue was $666 million as of December 31, 2014 . Factors that can impact the estimate of unbilled energy include, but are not limited to, seasonal weather patterns, total volumes supplied to the system, line losses, economic impacts and composition of sales among customer classes. Estimates are reversed in the following month and actual revenue is recorded based on subsequent meter readings.


Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

The Company's Consolidated Balance Sheets include assets and liabilities with fair values that are subject to market risks. The Company's significant market risks are primarily associated with commodity prices, interest rates, equity prices, foreign currency exchange rates and the extension of credit to counterparties with which the Company transacts. The following discussion addresses the significant market risks associated with the Company's business activities. Each of the Company's business platforms has established guidelines for credit risk management. Refer to Notes 2 and 14 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the Company's contracts accounted for as derivatives.

Commodity Price Risk

The Company is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk primarily through BHE's ownership of the Utilities as they have an obligation to serve retail customer load in their regulated service territories. MidAmerican Energy also provides nonregulated retail electricity and natural gas services in competitive markets. The Utilities' load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for retail customers. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. The Company does not engage in a material amount of proprietary trading activities. To mitigate a portion of its commodity price risk, the Company uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. The Company does not hedge all of its commodity price risk, thereby exposing the unhedged portion to changes in market prices. The Company's exposure to commodity price risk is generally limited by its ability to include the costs in regulated rates, which is subject to regulatory lag that occurs between the time the costs are incurred and when the costs are included in regulated rates, as well as the impact of any customer sharing resulting from cost adjustment mechanisms.

The table that follows summarizes the Company's price risk on commodity contracts accounted for as derivatives, excluding collateral netting of $75 million and $12 million as of December 31, 2014 and 2013 , respectively, and shows the effects of a hypothetical 10% increase and 10% decrease in forward market prices with the contracted or expected volumes. The selected hypothetical change does not reflect what could be considered the best or worst case scenarios (dollars in millions).



	Fair Value -			Estimated Fair Value after
	Net Asset			Hypothetical Change in Price
	(Liability)			10% increase			10% decrease
As of December 31, 2014:
Not designated as hedging contracts	$	(156	)	$	(120	)	$	(191	)
Designated as hedging contracts	(36		)	9			(81		)
Total commodity derivative contracts	$	(192	)	$	(111	)	$	(272	)

As of December 31, 2013:
Not designated as hedging contracts	$	(128	)	$	(95	)	$	(161	)
Designated as hedging contracts	(12		)	23			(47		)
Total commodity derivative contracts	$	(140	)	$	(72	)	$	(208	)

Certain of the Company's commodity derivative contracts not designated as hedging contracts are recoverable from customers in regulated rates and, therefore, net unrealized gains and losses associated with interim price movements on commodity derivative contracts do not expose the Company to earnings volatility. As of December 31, 2014 and 2013 , a net regulatory asset of $223 million and $182 million , respectively, was recorded related to the net derivative liability of $156 million and $128 million , respectively. For the Company's commodity derivative contracts designated as hedging contracts, net unrealized gains and losses associated with interim price movements on commodity derivative contracts, to the extent the hedge is considered effective, generally do not expose the Company to earnings volatility. The settled cost of these commodity derivative contracts is generally included in regulated rates. Consolidated financial results would be negatively impacted if the costs of wholesale electricity, natural gas or fuel are higher than what is included in regulated rates, including the impacts of adjustment mechanisms.

Interest Rate Risk

The Company is exposed to interest rate risk on its outstanding variable-rate short- and long-term debt and future debt issuances. The Company manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. As a result of the fixed interest rates, the Company's fixed-rate long-term debt does not expose the Company to the risk of loss due to changes in market interest rates. Additionally, because fixed-rate long-term debt is not carried at fair value on the Consolidated Balance Sheets, changes in fair value would impact earnings and cash flows only if the Company were to reacquire all or a portion of these instruments prior to their maturity. The nature and amount of the Company's short- and long-term debt can be expected to vary from period to period as a result of future business requirements, market conditions and other factors. Refer to Notes 8 , 9 , 10 , and 15 of Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional discussion of the Company's short- and long-term debt.

As of December 31, 2014 and 2013 , the Company had short- and long-term variable-rate obligations totaling $6.7 billion and $4.5 billion , respectively, that expose the Company to the risk of increased interest expense in the event of increases in short-term interest rates. If variable interest rates were to increase by 10% from December 31 levels, it would not have a material effect on the Company's consolidated annual interest expense. The carrying value of the variable-rate obligations approximates fair value as of December 31, 2014 and 2013 .

The Company may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, forward sale commitments, or mortgage interest rate lock commitments, to mitigate the Company's exposure to interest rate risk. Changes in fair value of agreements designated as cash flow hedges are reported in accumulated other comprehensive income to the extent the hedge is effective until the forecasted transaction occurs. Changes in fair value of agreements not designated as hedging contracts are recognized in earnings. As of December 31, 2014 and 2013 , the Company had variable-to-fixed interest rate swaps for the notional amount of $443 million and $650 million , respectively, to protect the Company against an increase in interest rates. Additionally, as of December 31, 2014 and 2013 , the Company had mortgage sale commitments, net for the notional amount of $264 million and $121 million , respectively, to protect the Company against an increase in interest rates. As of December 31, 2014 , the fair value of the Company's interest rate derivative contracts was a net derivative liability of $5 million and as of December 31, 2013 was a net derivative asset of $7 million . A hypothetical 20 basis point increase and a 20 basis point decrease in the interest rate would not have a material impact on the Company.

Equity Price Risk

Market prices for equity securities are subject to fluctuation and consequently the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market price of a security may result from perceived changes in the underlying economic characteristics of the investee, the relative price of alternative investments and general market conditions.

As of December 31, 2014 and 2013 , the Company's investment in BYD Company Limited common stock represented approximately 70% and 77% , respectively, of the total fair value of the Company's equity securities. The majority of the Company's remaining equity securities related to certain trust funds in which realized and unrealized gains and losses are recorded as a net regulatory liability since the Company expects to recover costs for these activities through regulated rates. The following table summarizes our investment in BYD Company Limited as of December 31, 2014 and 2013 and the effects of a hypothetical 30% increase and a 30% decrease in market price as of those dates. The selected hypothetical change does not reflect what could be considered the best or worst case scenarios (dollars in millions).



				Estimated		Hypothetical
			Hypothetical	Fair Value after		Percentage Increase
	Fair		Price	Hypothetical		(Decrease) in BHE
	Value		Change	Change in Prices		Shareholders' Equity

As of December 31, 2014	$	881	30% increase	$	1,145	1	%
			30% decrease	617		(1	)

As of December 31, 2013	$	1,103	30% increase	$	1,434	1	%
			30% decrease	772		(1	)

Foreign Currency Exchange Rate Risk

BHE's business operations and investments outside of the United States increase its risk related to fluctuations in foreign currency exchange rates primarily in relation to the British pound and the Canadian dollar. BHE's reporting currency is the United States dollar, and the value of the assets and liabilities, earnings, cash flows and potential distributions from BHE's foreign operations changes with the fluctuations of the currency in which they transact.

Northern Powergrid 's functional currency is the British pound. As of December 31, 2014 , a 10% devaluation in the British pound to the United States dollar would result in the Company's Consolidated Balance Sheet being negatively impacted by a $381 million cumulative translation adjustment in AOCI. A 10% devaluation in the average currency exchange rate would have resulted in lower reported earnings for Northern Powergrid of $41 million in 2014 .

AltaLink's functional currency is the Canadian dollar. As of December 31, 2014 , a 10% devaluation in the Canadian dollar to the United States dollar would result in the Company's Consolidated Balance Sheet being negatively impacted by a $277 million cumulative translation adjustment in AOCI. A 10% devaluation in the average currency exchange rate would have resulted in lower reported earnings for AltaLink of $1 million in 2014 .

Credit Risk

Domestic Regulated Operations

The Utilities are exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Additionally, MidAmerican Energy participates in the regional transmission organization ("RTO") markets and has indirect credit exposure related to other participants, although RTO credit policies are designed to limit exposure to credit losses from individual participants. Credit risk may be concentrated to the extent the Utilities' counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. Before entering into a transaction, the Utilities analyze the financial condition of each significant wholesale counterparty, establish limits on the amount of unsecured credit to be extended to each counterparty and evaluate the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, the Utilities enter into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, the Utilities exercise rights under these arrangements, including calling on the counterparty's credit support arrangement.

As of December 31, 2014 , PacifiCorp's aggregate credit exposure from wholesale activities totaled $214 million, based on settlement and mark-to-market exposures, net of collateral. As of December 31, 2014 , $211 million, or 99%, of PacifiCorp's credit exposure was with counterparties having investment grade credit ratings by either Moody's Investor Service or Standard & Poor's Rating Services. As of December 31, 2014 , two counterparties comprised $150 million, or 70%, of the aggregate credit exposure. The two counterparties are rated investment grade by Moody's Investor Service and Standard & Poor's Rating Services, and PacifiCorp is not aware of any factors that would likely result in a downgrade of the counterparties' credit ratings to below investment grade over the remaining term of transactions outstanding as of December 31, 2014 .

Substantially all of MidAmerican Energy's electric wholesale sales revenue results from participation in RTOs, including the MISO and the PJM. MidAmerican Energy's share of historical losses from defaults by other RTO market participants has not been material. As of December 31, 2014 , MidAmerican Energy's aggregate direct credit exposure from electric wholesale marketing counterparties was not material.

As of December 31, 2014 , NV Energy's aggregate credit exposure from energy related transactions totaled $37 million, based on settlement and mark-to-market exposures, net of collateral. The majority of the exposure is comprised of one counterparty, that is not rated by nationally recognized credit rating agencies.

Northern Natural Gas' primary customers include utilities in the upper Midwest. Kern River's primary customers are major oil and natural gas companies or affiliates of such companies, electric generating companies, energy marketing and trading companies, financial institutions and natural gas distribution utilities which provide services in Utah, Nevada and California. As a general policy, collateral is not required for receivables from creditworthy customers. Customers' financial condition and creditworthiness, as defined by the tariff, are regularly evaluated and historical losses have been minimal. In order to provide protection against credit risk, and as permitted by the separate terms of each of Northern Natural Gas' and Kern River's tariffs, the companies have required customers that lack creditworthiness to provide cash deposits, letters of credit or other security until they meet the creditworthiness requirements of the respective tariff.

Northern Powergrid

The Northern Powergrid Distribution Companies charge fees for the use of their electrical infrastructure to supply companies and generators connected to their networks. The supply companies, which purchase electricity from generators and traders and sell the electricity to end-use customers, use the Northern Powergrid Distribution Companies' distribution networks pursuant to the multilateral "Distribution Connection and Use of System Agreement." The Northern Powergrid Distribution Companies' customers are concentrated in a small number of electricity supply businesses with RWE Npower PLC accounting for approximately 25 % of distribution revenue in 2014 . The industry operates in accordance with a framework which sets credit limits for each supply business based on its credit rating or payment history and requires them to provide credit cover if their value at risk (measured as being equivalent to 45 days usage) exceeds the credit limit. Acceptable credit typically is provided in the form of a parent company guarantee, letter of credit or an escrow account. Ofgem has indicated that, provided the Northern Powergrid Distribution Companies have implemented credit control, billing and collection in line with best practice guidelines and can demonstrate compliance with the guidelines or are able to satisfactorily explain departure from the guidelines, any bad debt losses arising from supplier default will be recovered through an increase in future allowed income. Losses incurred to date have not been material.

AltaLink

AltaLink's sole source of operating revenue is the AESO. Because of the dependence on a single customer, any material failure of the customer to fulfill its obligations would significantly impair AltaLink's ability to meet its existing and future obligations. Total operating revenue for AltaLink was $62 million for the year ended December 31, 2014 .

BHE Renewables

BHE Renewables source of operating revenue is derived primarily from long-term power purchase agreements with single customers from its independent power projects in the United States and the Philippines, which expire between 2016 and 2040. Because of the dependence on single customers at each project, any material failure of the customer to fulfill its obligations would significantly impair BHE Renewables ' ability to meet its existing and future obligations. Total operating revenue for BHE Renewables was $623 million for the year ended December 31, 2014 .


Item 8.	Financial Statements and Supplementary Data



Report of Independent Registered Public Accounting Firm		98

Consolidated Balance Sheets		99

Consolidated Statements of Operations		101

Consolidated Statements of Comprehensive Income		102

Consolidated Statements of Changes in Equity		103

Consolidated Statements of Cash Flows		104

Notes to Consolidated Financial Statements		105

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Berkshire Hathaway Energy Company

Des Moines, Iowa

We have audited the accompanying consolidated balance sheets of Berkshire Hathaway Energy Company and subsidiaries (the "Company") as of December 31, 2014 and 2013 , and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014 . Our audits also included the financial statement schedules listed in the Index at Item 15(a)(ii). These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Berkshire Hathaway Energy Company and subsidiaries as of December 31, 2014 and 2013 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 , in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.


/s/	Deloitte & Touche LLP

Des Moines, Iowa

February 27, 2015

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Amounts in millions)



	As of December 31,
	2014		2013
ASSETS
Current assets:
Cash and cash equivalents	$	617	$	1,175
Trade receivables, net	1,837		1,769
Income taxes receivable	1,156		44
Inventories	826		853
Other current assets	1,507		1,061
Total current assets	5,943		4,902

Property, plant and equipment, net	59,248		50,119
Goodwill	9,343		7,527
Regulatory assets	4,000		3,322
Investments and restricted cash and investments	2,803		3,236
Other assets	967		894

Total assets	$	82,304	$	70,000

The accompanying notes are an integral part of these consolidated financial statements.

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (continued)

(Amounts in millions)



	As of December 31,
	2014			2013
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,991		$	1,636
Accrued interest	454			431
Accrued property, income and other taxes	366			362
Accrued employee expenses	255			228
Short-term debt	1,445			232
Current portion of long-term debt	1,232			1,188
Other current liabilities	1,369			887
Total current liabilities	7,112			4,964

Regulatory liabilities	2,669			2,498
BHE senior debt	7,860			6,366
BHE junior subordinated debentures	3,794			2,594
Subsidiary debt	25,763			21,864
Deferred income taxes	11,802			10,158
Other long-term liabilities	2,731			2,740
Total liabilities	61,731			51,184

Commitments and contingencies (Note 16)

Equity:
BHE shareholders' equity:
Common stock - 115 shares authorized, no par value, 77 shares issued and outstanding	—			—
Additional paid-in capital	6,423			6,390
Retained earnings	14,513			12,418
Accumulated other comprehensive loss, net	(494		)	(97		)
Total BHE shareholders' equity	20,442			18,711
Noncontrolling interests	131			105
Total equity	20,573			18,816

Total liabilities and equity	$	82,304		$	70,000

The accompanying notes are an integral part of these consolidated financial statements.

100

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in millions)



	Years Ended December 31,
	2014			2013			2012
Operating revenue:
Energy	$	15,182		$	10,826		$	10,236
Real estate	2,144			1,809			1,312
Total operating revenue	17,326			12,635			11,548

Operating costs and expenses:
Energy:
Cost of sales	5,732			3,799			3,517
Operating expense	3,501			2,794			2,778
Depreciation and amortization	2,028			1,527			1,436
Real estate	2,019			1,680			1,250
Total operating costs and expenses	13,280			9,800			8,981

Operating income	4,046			2,835			2,567

Other income (expense):
Interest expense	(1,711		)	(1,222		)	(1,176		)
Capitalized interest	89			84			54
Allowance for equity funds	98			78			74
Other, net	80			66			56
Total other income (expense)	(1,444		)	(994		)	(992		)

Income before income tax expense and equity income (loss)	2,602			1,841			1,575
Income tax expense	589			130			148
Equity income (loss)	109			(35		)	68
Net income	2,122			1,676			1,495
Net income attributable to noncontrolling interests	27			40			23
Net income attributable to BHE shareholders	$	2,095		$	1,636		$	1,472

The accompanying notes are an integral part of these consolidated financial statements.

101

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)



	Years Ended December 31,
	2014			2013		2012

Net income	$	2,122		$	1,676	$	1,495

Other comprehensive (loss) income, net of tax:
Unrecognized amounts on retirement benefits, net of tax of $19, $7 and $(28)	69			16		(84		)
Foreign currency translation adjustment	(314		)	74		135
Unrealized (losses) gains on available-for-sale securities, net of tax of $(84), $178 and $79	(134		)	263		119
Unrealized (losses) gains on cash flow hedges, net of tax of $(13), $10 and $5	(18		)	13		8
Total other comprehensive (loss) income, net of tax	(397		)	366		178

Comprehensive income	1,725			2,042		1,673
Comprehensive income attributable to noncontrolling interests	27			40		23
Comprehensive income attributable to BHE shareholders	$	1,698		$	2,002	$	1,650

The accompanying notes are an integral part of these consolidated financial statements.

102

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in millions)



	BHE Shareholders' Equity
									Accumulated
				Additional					Other
	Common			Paid-in			Retained		Comprehensive			Noncontrolling			Total
	Shares	Stock		Capital			Earnings		Loss, Net			Interests			Equity

Balance, December 31, 2011	75	$	—	$	5,423		$	9,310	$	(641	)	$	173		$	14,265
Net income	—	—		—			1,472		—			22			1,494
Other comprehensive income	—	—		—			—		178			—			178
Distributions	—	—		—			—		—			(26		)	(26		)
Other equity transactions	—	—		—			—		—			(1		)	(1		)
Balance, December 31, 2012	75	—		5,423			10,782		(463		)	168			15,910
Net income	—	—		—			1,636		—			24			1,660
Other comprehensive income	—	—		—			—		366			—			366
Distributions	—	—		—			—		—			(22		)	(22		)
Redemption of preferred securities of subsidiaries	—	—		—			—		—			(68		)	(68		)
Common stock issuances	2	—		1,000			—		—			—			1,000
Other equity transactions	—	—		(33		)	—		—			3			(30		)
Balance, December 31, 2013	77	—		6,390			12,418		(97		)	105			18,816
Net income	—	—		—			2,095		—			17			2,112
Other comprehensive loss	—	—		—			—		(397		)	—			(397		)
Distributions	—	—		—			—		—			(22		)	(22		)
Other equity transactions	—	—		33			—		—			31			64
Balance, December 31, 2014	77	$	—	$	6,423		$	14,513	$	(494	)	$	131		$	20,573

The accompanying notes are an integral part of these consolidated financial statements.

103

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)



	Years Ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net income	$	2,122		$	1,676		$	1,495
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	2,057			1,560			1,455
Allowance for equity funds	(98		)	(78		)	(74		)
Equity (income) loss	(109		)	35			(68		)
Changes in regulatory assets and liabilities	(168		)	(6		)	9
Deferred income taxes and amortization of investment tax credits	2,335			996			1,408
Other, net	177			37			62
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(44		)	75			(122		)
Derivative collateral, net	(70		)	48			72
Pension and other postretirement benefit plans	86			(42		)	(110		)
Accrued property, income and other taxes	(1,117		)	189			92
Accounts payable and other liabilities	(25		)	179			108
Net cash flows from operating activities	5,146			4,669			4,327

Cash flows from investing activities:
Capital expenditures	(6,555		)	(4,307		)	(3,380		)
Acquisitions, net of cash acquired	(2,956		)	(5,536		)	(591		)
Decrease (increase) in restricted cash and investments	173			(234		)	(18		)
Purchases of available-for-sale securities	(150		)	(228		)	(110		)
Proceeds from sales of available-for-sale securities	118			191			88
Equity method investments	(37		)	(93		)	(363		)
Other, net	(11		)	13			53
Net cash flows from investing activities	(9,418		)	(10,194		)	(4,321		)

Cash flows from financing activities:
Proceeds from BHE senior debt	1,493			1,994			—
Proceeds from BHE junior subordinated debentures	1,500			2,594			—
Proceeds from issuance of BHE common stock	—			1,000			—
Repayments of BHE senior and subordinated debt	(550		)	—			(772		)
Proceeds from subsidiary debt	1,272			2,496			2,199
Repayments of subsidiary debt	(971		)	(1,156		)	(887		)
Net proceeds from (repayments of) short-term debt	1,055			(849		)	(6		)
Other, net	(74		)	(153		)	(57		)
Net cash flows from financing activities	3,725			5,926			477

Effect of exchange rate changes	(11		)	(2		)	7

Net change in cash and cash equivalents	(558		)	399			490
Cash and cash equivalents at beginning of period	1,175			776			286
Cash and cash equivalents at end of period	$	617		$	1,175		$	776

The accompanying notes are an integral part of these consolidated financial statements.

104

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


( 1 )	Organization and Operations

Berkshire Hathaway Energy Company (" BHE ") is a holding company that owns subsidiaries principally engaged in energy businesses (collectively with its subsidiaries, the "Company"). BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The Company's operations are organized and managed as eight business segments: PacifiCorp , MidAmerican Funding, LLC (" MidAmerican Funding ") (which primarily consists of MidAmerican Energy Company (" MidAmerican Energy ")), NV Energy, Inc. (" NV Energy ") (which primarily consists of Nevada Power Company (" Nevada Power ") and Sierra Pacific Power Company (" Sierra Pacific ")), Northern Powergrid Holdings Company (" Northern Powergrid ") (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group (which consists of Northern Natural Gas Company (" Northern Natural Gas ") and Kern River Gas Transmission Company (" Kern River ")), BHE Transmission (which consists of BHE AltaLink Ltd. (" AltaLink ") (which primarily consists of AltaLink, L.P. ("ALP")) and BHE U.S. Transmission, LLC (formerly MidAmerican Transmission, LLC) ), BHE Renewables (formerly MidAmerican Renewables) and HomeServices of America, Inc. (collectively with its subsidiaries, "HomeServices"). The Company, through these businesses, owns four utility companies in the United States serving customers in 11 states, two electricity distribution companies in Great Britain, two interstate natural gas pipeline companies in the United States, an electric transmission business in Canada, interests in electric transmission businesses in the United States, a renewable energy business primarily selling power generated from solar, wind, geothermal and hydro sources under long-term contracts, the second largest residential real estate brokerage firm in the United States and the second largest residential real estate brokerage franchise network in the United States.


( 2 )	Summary of Significant Accounting Policies

Basis of Consolidation and Presentation

The Consolidated Financial Statements include the accounts of BHE and its subsidiaries in which it holds a controlling financial interest as of the financial statement date. The Consolidated Statements of Operations include the revenue and expenses of any acquired entities from the date of acquisition. Intercompany accounts and transactions have been eliminated.

Use of Estimates in Preparation of Financial Statements

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. These estimates include, but are not limited to, the effects of regulation; impairment of goodwill; recovery of long-lived assets; certain assumptions made in accounting for pension and other postretirement benefits; asset retirement obligations ("AROs"); income taxes; unbilled revenue; fair value of assets acquired and liabilities assumed in business combinations; valuation of certain financial assets and liabilities, including derivative contracts; and accounting for contingencies. Actual results may differ from the estimates used in preparing the Consolidated Financial Statements.

Accounting for the Effects of Certain Types of Regulation

PacifiCorp, MidAmerican Energy, Nevada Power, Sierra Pacific, Northern Natural Gas, Kern River and AltaLink (the "Regulated Businesses") prepare their financial statements in accordance with authoritative guidance for regulated operations, which recognizes the economic effects of regulation. Accordingly, the Regulated Businesses defer the recognition of certain costs or income if it is probable that, through the ratemaking process, there will be a corresponding increase or decrease in future regulated rates. Regulatory assets and liabilities are established to reflect the impacts of these deferrals, which will be recognized in earnings in the periods the corresponding changes in regulated rates occur.

105

Fair Value Measurements

As defined under GAAP, fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal market or in the most advantageous market when no principal market exists. Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value. Different valuation techniques may be appropriate under the circumstances to determine the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction. Market participants are assumed to be independent, knowledgeable, able and willing to transact an exchange and not under duress. Nonperformance or credit risk is considered in determining fair value. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.

Cash Equivalents and Restricted Cash and Investments

Cash equivalents consist of funds invested in money market mutual funds, United States Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted amounts are included in other current assets and investments and restricted cash and investments on the Consolidated Balance Sheets.

Investments

The Company's management determines the appropriate classification of investments in debt and equity securities at the acquisition date and reevaluates the classification at each balance sheet date. Investments and restricted cash and investments that management does not intend to use or is restricted from using in current operations are presented as noncurrent on the Consolidated Balance Sheets.

Available-for-sale securities are carried at fair value with realized gains and losses, as determined on a specific identification basis, recognized in earnings and unrealized gains and losses recognized in AOCI, net of tax. Realized and unrealized gains and losses on securities in a trust related to the decommissioning of nuclear generation assets are recorded as a net regulatory liability since the Company expects to recover costs for these activities through regulated rates. Trading securities are carried at fair value with realized and unrealized gains and losses recognized in earnings. Held-to-maturity securities are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity.

The Company utilizes the equity method of accounting with respect to investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate the ability to exercise significant influence is restricted. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying value of the investment by the Company's proportionate share of the net earnings or losses and other comprehensive income (loss) ("OCI") of the investee. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. Certain equity investments are presented on the Consolidated Balance Sheets net of related investment tax credits.

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Investments gains and losses arise when investments are sold (as determined on a specific identification basis) or are other-than-temporarily impaired. If a decline in value of an investment below cost is deemed other than temporary, the cost of the investment is written down to fair value, with a corresponding charge to earnings. Factors considered in judging whether an impairment is other than temporary include: the financial condition, business prospects and creditworthiness of the issuer; the relative amount of the decline; the Company's ability and intent to hold the investment until the fair value recovers; and the length of time that fair value has been less than cost. Impairment losses on equity securities are charged to earnings. With respect to an investment in a debt security, any resulting impairment loss is recognized in earnings if the Company intends to sell, or expects to be required to sell, the debt security before its amortized cost is recovered. If the Company does not expect to ultimately recover the amortized cost basis even if it does not intend to sell the security, the credit loss component is recognized in earnings and any difference between fair value and the amortized cost basis, net of the credit loss, is reflected in OCI. For regulated investments, any impairment charge is offset by the establishment of a regulatory asset to the extent recovery in regulated rates is probable.

Allowance for Doubtful Accounts

Trade receivables are stated at the outstanding principal amount, net of an estimated allowance for doubtful accounts. The allowance for doubtful accounts is based on the Company's assessment of the collectibility of amounts owed to the Company by its customers. This assessment requires judgment regarding the ability of customers to pay or the outcome of any pending disputes. As of December 31, 2014 and 2013 , the allowance for doubtful accounts totaled $37 million and $33 million , respectively, and is included in trade receivables, net on the Consolidated Balance Sheets.

Derivatives

The Company employs a number of different derivative contracts, which may include forwards, futures, options, swaps and other agreements, to manage its commodity price, interest rate, and foreign currency exchange rate risk. Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. Derivative balances reflect offsetting permitted under master netting agreements with counterparties and cash collateral paid or received under such agreements. Cash collateral received from or paid to counterparties to secure derivative contract assets or liabilities in excess of amounts offset is included in other current assets on the Consolidated Balance Sheets.

Commodity derivatives used in normal business operations that are settled by physical delivery, among other criteria, are eligible for and may be designated as normal purchases or normal sales. Normal purchases or normal sales contracts are not marked-to-market and settled amounts are recognized as operating revenue or cost of sales on the Consolidated Statements of Operations.

For the Company's derivatives not designated as hedging contracts, the settled amount is generally included in regulated rates. Accordingly, the net unrealized gains and losses associated with interim price movements on contracts that are accounted for as derivatives and probable of inclusion in regulated rates are recorded as regulatory assets and liabilities. For the Company's derivatives not designated as hedging contracts and for which changes in fair value are not recorded as regulatory assets and liabilities, unrealized gains and losses are recognized on the Consolidated Statements of Operations as operating revenue for sales contracts; cost of sales and operating expense for purchase contracts and electricity, natural gas and fuel swap contracts; and other, net for interest rate swap derivatives.

For the Company's derivatives designated as hedging contracts, the Company formally assesses, at inception and thereafter, whether the hedging contract is highly effective in offsetting changes in the hedged item. The Company formally documents hedging activity by transaction type and risk management strategy.

Changes in the estimated fair value of a derivative contract designated and qualified as a cash flow hedge, to the extent effective, are included on the Consolidated Statements of Changes in Equity as AOCI, net of tax, until the contract settles and the hedged item is recognized in earnings. The Company discontinues hedge accounting prospectively when it has determined that a derivative contract no longer qualifies as an effective hedge, or when it is no longer probable that the hedged forecasted transaction will occur. When hedge accounting is discontinued because the derivative contract no longer qualifies as an effective hedge, future changes in the estimated fair value of the derivative contract are charged to earnings. Gains and losses related to discontinued hedges that were previously recorded in AOCI will remain in AOCI until the contract settles and the hedged item is recognized in earnings, unless it becomes probable that the hedged forecasted transaction will not occur at which time associated deferred amounts in AOCI are immediately recognized in earnings.

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Inventories

Inventories consist mainly of fuel, which includes coal stocks, stored gas and fuel oil, totaling $320 million and $407 million as of December 31, 2014 and 2013 , respectively, and materials and supplies totaling $506 million and $446 million as of December 31, 2014 and 2013 , respectively. The cost of materials and supplies, coal stocks and fuel oil is determined primarily using the average cost method. The cost of stored gas is determined using either the last-in-first-out ("LIFO") method or the lower of average cost or market. With respect to inventories carried at LIFO cost, the replacement cost would be $41 million and $36 million higher as of December 31, 2014 and 2013 , respectively.

Property, Plant and Equipment, Net

General

Additions to property, plant and equipment are recorded at cost. The Company capitalizes all construction-related material, direct labor and contract services, as well as indirect construction costs. Indirect construction costs include capitalized interest, including debt allowance for funds used during construction ("AFUDC"), and equity AFUDC, as applicable to the Regulated Businesses. The cost of additions and betterments are capitalized, while costs incurred that do not improve or extend the useful lives of the related assets are generally expensed. Additionally, MidAmerican Energy has regulatory arrangements in Iowa in which the carrying cost of certain utility plant has been reduced for amounts associated with electric returns on equity exceeding specified thresholds.

Depreciation and amortization are generally computed by applying the composite or straight-line method based on either estimated useful lives or mandated recovery periods as prescribed by the Company's various regulatory authorities. Depreciation studies are completed by the Regulated Businesses to determine the appropriate group lives, net salvage and group depreciation rates. These studies are reviewed and rates are ultimately approved by the applicable regulatory commission. Net salvage includes the estimated future residual values of the assets and any estimated removal costs recovered through approved depreciation rates. Estimated removal costs are recorded as either a cost of removal regulatory liability or an ARO liability on the Consolidated Balance Sheets, depending on whether the obligation meets the requirements of an ARO. As actual removal costs are incurred, the associated liability is reduced.

Generally when the Company retires or sells a component of regulated property, plant and equipment, it charges the original cost, net of any proceeds from the disposition, to accumulated depreciation. Any gain or loss on disposals of all other assets is recorded through earnings.

Debt and equity AFUDC, which represent the estimated costs of debt and equity funds necessary to finance the construction of regulated facilities, is capitalized by the Regulated Businesses as a component of property, plant and equipment, with offsetting credits to the Consolidated Statements of Operations. AFUDC is computed based on guidelines set forth by the Federal Energy Regulatory Commission ("FERC") and the Alberta Utilities Commission ("AUC"). After construction is completed, the Company is permitted to earn a return on these costs as a component of the related assets, as well as recover these costs through depreciation expense over the useful lives of the related assets.

Asset Retirement Obligations

The Company recognizes AROs when it has a legal obligation to perform decommissioning, reclamation or removal activities upon retirement of an asset. The Company's AROs are primarily related to the decommissioning of nuclear generating facilities and obligations associated with its other generating facilities and offshore natural gas pipelines. The fair value of an ARO liability is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made, and is added to the carrying amount of the associated asset, which is then depreciated over the remaining useful life of the asset. Subsequent to the initial recognition, the ARO liability is adjusted for any revisions to the original estimate of undiscounted cash flows (with corresponding adjustments to property, plant and equipment, net) and for accretion of the ARO liability due to the passage of time. For the Regulated Businesses, the difference between the ARO liability, the corresponding ARO asset included in property, plant and equipment, net and amounts recovered in rates to satisfy such liabilities is recorded as a regulatory asset or liability.

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Impairment

The Company evaluates long-lived assets for impairment, including property, plant and equipment, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable or the assets are being held for sale. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value and any resulting impairment loss is reflected on the Consolidated Statements of Operations. The impacts of regulation are considered when evaluating the carrying value of regulated assets.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. The Company evaluates goodwill for impairment at least annually and completed its annual review as of October 31. When evaluating goodwill for impairment, the Company estimates the fair value of the reporting unit. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the identifiable assets, including identifiable intangible assets, and liabilities of the reporting unit are estimated at fair value as of the current testing date. The excess of the estimated fair value of the reporting unit over the current estimated fair value of net assets establishes the implied value of goodwill. The excess of the recorded goodwill over the implied goodwill value is charged to earnings as an impairment loss. Significant judgment is required in estimating the fair value of the reporting unit and performing goodwill impairment tests. The Company uses a variety of methods to estimate a reporting unit's fair value, principally discounted projected future net cash flows. Key assumptions used include, but are not limited to, the use of estimated future cash flows; multiples of earnings; and an appropriate discount rate. In estimating future cash flows, the Company incorporates current market information, as well as historical factors. As such, the determination of fair value incorporates significant unobservable inputs. During 2014 and 2012, the Company did not record any goodwill impairments. The Company recognized a goodwill impairment of $53 million during 2013.

The Company records goodwill adjustments for (a) the tax benefit associated with the excess of tax-deductible goodwill over the reported amount of goodwill and (b) changes to the purchase price allocation prior to the end of the measurement period, which is not to exceed one year from the acquisition date.

Revenue Recognition

Energy Businesses

Revenue from energy business customers is recognized as electricity or natural gas is delivered or services are provided. Revenue recognized includes billed and unbilled amounts. As of December 31, 2014 and 2013 , unbilled revenue was $666 million and $686 million , respectively, and is included in trade receivables, net on the Consolidated Balance Sheets. Rates for energy businesses are established by regulators or contractual arrangements. When preliminary regulated rates are permitted to be billed prior to final approval by the applicable regulator, certain revenue collected may be subject to refund and a liability for estimated refunds is accrued. The Company records sales, franchise and excise taxes collected directly from customers and remitted directly to the taxing authorities on a net basis on the Consolidated Statements of Operations.

Real Estate Commission Revenue, Mortgage Revenue and Franchise Royalty Fees

Commission revenue from real estate brokerage transactions and related amounts due to agents are recognized when a real estate transaction is closed. Title and escrow closing fee revenue from real estate transactions and related amounts due to the title insurer are recognized at closing. Mortgage fee revenue consists of amounts earned related to application and underwriting fees, and fees on canceled loans. Fees associated with the origination and acquisition of mortgage loans are recognized as earned. Franchise royalty fees are based on a percentage of commissions earned by franchisees on real estate sales and are recognized when the sale closes.

Unamortized Debt Premiums, Discounts and Financing Costs

Premiums, discounts and financing costs incurred for the issuance of long-term debt are amortized over the term of the related financing using the effective interest method.

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Foreign Currency

The accounts of foreign-based subsidiaries are measured in most instances using the local currency of the subsidiary as the functional currency. Revenue and expenses of these businesses are translated into United States dollars at the average exchange rate for the period. Assets and liabilities are translated at the exchange rate as of the end of the reporting period. Gains or losses from translating the financial statements of foreign-based operations are included in equity as a component of AOCI. Gains or losses arising from transactions denominated in a currency other than the functional currency of the entity that is party to the transaction are included in earnings.

Income Taxes

Berkshire Hathaway includes the Company in its United States federal income tax return. The Company's provision for income taxes has been computed on a stand-alone basis.

Deferred income tax assets and liabilities are based on differences between the financial statement and income tax basis of assets and liabilities using estimated income tax rates expected to be in effect for the year in which the differences are expected to reverse. Changes in deferred income tax assets and liabilities that are associated with components of OCI are charged or credited directly to OCI. Changes in deferred income tax assets and liabilities that are associated with income tax benefits and expense for certain property-related basis differences and other various differences that PacifiCorp, MidAmerican Energy, Nevada Power and Sierra Pacific (the "Utilities") are required to pass on to their customers in most state jurisdictions are charged or credited directly to a regulatory asset or liability. As of December 31, 2014 and 2013 , these amounts were recognized as regulatory assets of $1.4 billion and $1.4 billion , respectively, and regulatory liabilities of $24 million and $34 million , respectively, and will be included in regulated rates when the temporary differences reverse. Other changes in deferred income tax assets and liabilities are included as a component of income tax expense. Changes in deferred income tax assets and liabilities attributable to changes in enacted income tax rates are charged or credited to income tax expense or a regulatory asset or liability in the period of enactment. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount that is more-likely-than-not to be realized. Investment tax credits are generally deferred and amortized over the estimated useful lives of the related properties or as prescribed by various regulatory jurisdictions.

In determining the Company's income taxes, management is required to interpret complex income tax laws and regulations, which includes consideration of regulatory implications imposed by the Company's various regulatory jurisdictions. The Company's income tax returns are subject to continuous examinations by federal, state, local and foreign income tax authorities that may give rise to different interpretations of these complex laws and regulations. Due to the nature of the examination process, it generally takes years before these examinations are completed and these matters are resolved. The Company recognizes the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that is more-likely-than-not to be realized upon ultimate settlement. Although the ultimate resolution of the Company's federal, state, local and foreign income tax examinations is uncertain, the Company believes it has made adequate provisions for these income tax positions. The aggregate amount of any additional income tax liabilities that may result from these examinations, if any, is not expected to have a material impact on the Company's consolidated financial results. The Company's unrecognized tax benefits are primarily included in accrued property, income and other taxes and other long-term liabilities on the Consolidated Balance Sheets. Estimated interest and penalties, if any, related to uncertain tax positions are included as a component of income tax expense on the Consolidated Statements of Operations.

110

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, which creates FASB Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" and supersedes ASC Topic 605, "Revenue Recognition." The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In January 2014, the FASB issued ASU No. 2014-05, which amends FASB ASC Topic 853, "Service Concession Arrangements". The amendments in this guidance require an entity to not account for service concession arrangements as a lease and should also not recognize them as property, plant and equipment. This guidance is effective for interim and annual reporting periods beginning after December 15, 2014. This guidance should be adopted under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In February 2013, the FASB issued ASU No. 2013-04, which amends FASB ASC Topic 405, "Liabilities." The amendments in this guidance require an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the amount the reporting entity agreed to pay plus any additional amounts the reporting entity expects to pay on behalf of its co-obligor. Additionally, the guidance requires the entity to disclose the nature and amount of the obligation, as well as other information about those obligations. The Company adopted this guidance on January 1, 2014. The adoption of this guidance did not have a material impact on the Company's disclosures included within Notes to Consolidated Financial Statements.

( 3 ) Business Acquisitions

BHE owns a highly diversified portfolio of businesses comprised primarily of regulated utilities. Consistent with BHE 's strategy to grow and further diversify through a disciplined acquisition approach, the Company closed on several acquisitions during 2014 and 2013 .

AltaLink

Transaction Description

On December 1, 2014, BHE completed its acquisition of AltaLink and AltaLink became an indirect wholly owned subsidiary of BHE. Under the terms of the Share Purchase Agreement, dated May 1, 2014, among BHE and SNC-Lavalin Group Inc., BHE paid C$3.1 billion (US $2.7 billion ) in cash to SNC-Lavalin Group Inc. ("SNC-Lavalin") for 100% of the equity interests of AltaLink. BHE funded the total purchase price with $1.5 billion of junior subordinated debentures issued and sold to subsidiaries of Berkshire Hathaway, $1.0 billion borrowed under its commercial paper program and cash on hand.

ALP is a regulated electric transmission business, headquartered in Calgary, Alberta. ALP owns 7,800 miles of transmission lines and 300 substations in Alberta and operates under a cost-of-service regulatory model, including a forward test year, overseen by the AUC.

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The transaction was approved by both the SNC-Lavalin and BHE boards of directors in May 2014. In June 2014, an Advance Ruling Certificate was received from the Commissioner of Competition, providing clearance for the AltaLink acquisition. In July 2014, the Canadian Minister of Industry approved the transaction under the Investment Canada Act, determining that the AltaLink transaction constitutes a net benefit to Canada. In November 2014, approval by the Alberta Utilities Commission ("AUC") was received. In connection with the approval of the transaction under the Investment Canada Act, various commitments were made to the Canadian Minister of Industry. The commitments included, among others:


•	AltaLink will remain locally managed and incorporated under the laws of Canada, with its headquarters, senior management team and operations located in Alberta.


•	AltaLink's independent board of directors will continue to be comprised of a majority of Canadians.


•	There will be no reductions in employment levels at AltaLink as a result of the transaction.


•	Reinvest 100% of AltaLink’s earnings back into AltaLink, elsewhere in Alberta or other regions of Canada for five years. This commitment will support AltaLink’s C$2.7 billion investment in Alberta's energy infrastructure planned over the next three years, subject to continued oversight by the AUC and the Alberta Electric System Operator.


•	Spend at least C$27 million to pursue joint development opportunities with Canadian partners in Canada and the United States.


•	Invest at least C$3 million of new funds to support Alberta-based academic programs focused on energy-related topics, cultural organizations and community-based programs.


•	Maintain AltaLink's commitment to provide C$3 million over three years in community and charitable contributions across Alberta.


•	Share best practices with AltaLink on safety, customer satisfaction, cybersecurity and supplier diversity at no cost.


•	Provide opportunities for Albertan and other Canadian companies to supply products and services to other BHE businesses.

Included in BHE's Consolidated Statement of Operations within the BHE Transmission reportable segment for the year ended December 31, 2014 is $13 million of net income as a result of including AltaLink's revenue and expenses from December 1, 2014. Additionally, BHE incurred $3 million of direct transaction costs associated with the AltaLink Transaction that are included in operating expense on the Consolidated Statement of Operations for the year ended December 31, 2014.

Allocation of Purchase Price

The operations of ALP are subject to the rate-setting authority of the AUC and are accounted for pursuant to GAAP, including the authoritative guidance for regulated operations. The rate-setting and cost recovery provisions establish rates on a cost-of-service basis designed to allow AltaLink an opportunity to recover its costs of providing service and a return on its investment in rate base. Except for certain assets not currently in rates, the fair value of AltaLink's assets acquired and liabilities assumed subject to these rate-setting provisions are assumed to approximate their carrying values and, therefore, no fair value adjustments have been reflected related to these amounts.

The fair value of AltaLink's assets acquired and liabilities assumed not subject to the rate-setting provisions discussed above was determined using an income approach. This approach is based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. The estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. The fair value of certain contracts, deferred tax amounts and certain contingencies, among other items, are provisional and are subject to revision for up to 12 months following the acquisition date until the related valuations are completed. These items may be adjusted through regulatory assets or liabilities, to the extent recoverable in rates, or goodwill provided additional information is obtained about the facts and circumstances that existed as of the acquisition date. Such information includes, but is not limited to, further information regarding the fair value of the contracts and the resolution of contingency related items.

AltaLink's non-regulated assets acquired and liabilities assumed consist principally of AltaLink Investments, L.P.'s and AltaLink Holdings, L.P.'s senior bonds and debentures. The fair value of these liabilities was determined based on quoted market prices.

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The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions):



	Fair Value

Current assets, including cash and cash equivalents of $15	$	174
Property, plant and equipment	5,610
Goodwill	1,700
Other long-term assets	120
Total assets	7,604

Current liabilities, including current portion of long-term debt of $79	843
Subsidiary debt, less current portion	3,772
Deferred income taxes	79
Other long-term liabilities	182
Total liabilities	4,876

Net assets acquired	$	2,728

Goodwill

The excess of the purchase price paid over the estimated fair values of the identifiable assets acquired and liabilities assumed totaled $1.7 billion and is reflected as goodwill in the BHE Transmission reportable segment. The goodwill reflects the value for the opportunities to invest in Alberta's electric transmission infrastructure and to develop solutions to meet the long-term energy needs of Alberta. Goodwill is not amortized, but rather is reviewed annually for impairment or more frequently if indicators of impairment exist. None of the goodwill recognized is deductible for income tax purposes, and no deferred income taxes have been recorded related to the goodwill.

Pro Forma Financial Information

The following unaudited pro forma financial information reflects the consolidated results of operations of BHE, non-recurring transaction costs incurred by both BHE and AltaLink during 2014 and the amortization of the purchase price adjustments each assuming the acquisition had taken place on January 1, 2013 (in millions):



	2014		2013

Operating revenue	$	17,888	$	13,130

Net income attributable to BHE shareholders	$	2,155	$	1,667

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of BHE. The information is provisional in nature and subject to change based on final purchase accounting adjustments.

NV Energy, Inc.

Transaction Description

On December 19, 2013, BHE completed the merger contemplated by the Agreement and Plan of Merger dated May 29, 2013, among BHE , Silver Merger Sub, Inc. ("Merger Sub"), BHE 's wholly-owned subsidiary, and NV Energy, Inc. ("NV Energy"), whereby Merger Sub was merged into NV Energy and NV Energy became an indirect wholly-owned subsidiary of BHE ("NV Energy Transaction"). BHE funded the total purchase price of $5.6 billion, or $23.75 per share for 100% of NV Energy’s outstanding common stock, by issuing $1.0 billion of common stock on December 19, 2013, issuing $2.6 billion of junior subordinated debentures to certain Berkshire Hathaway subsidiaries on December 19, 2013, and using $2.0 billion of cash, including certain proceeds from BHE 's $2.0 billion senior debt issuance on November 8, 2013.

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NV Energy owns two regulated public utilities, Nevada Power and Sierra Pacific (together, the "Nevada Utilities"), that provide electric service to 1.2 million regulated retail electric customers and 0.2 million regulated retail natural gas customers in Nevada.

The transaction was approved by the boards of directors of both NV Energy and BHE and the shareholders of NV Energy and received various regulatory approvals, including from the Public Utilities Commission of Nevada ("PUCN"), subject to certain stipulations. The stipulations included, among others:


•	A one-time bill credit to retail customers of the Nevada Utilities totaling $20 million credited to retail customers over one billing cycle beginning within 30 days of the close of the NV Energy Transaction.


•	BHE and NV Energy agreed to not seek recovery of the acquisition premium, transaction and transition costs associated with the NV Energy Transaction from customers.


•	NV Energy agreed that it will base any rate case filed in 2014 with a requested change in revenue requirement on a return on common equity not to exceed 10% .

•

The Nevada Utilities will not seek to collect lost revenues as described in section 704.9524 of the Nevada Administrative Code in 2014, and will not seek collection of lost revenues in excess of 50% of what the Nevada Utilities could otherwise request in 2015. NV Energy also agreed to work cooperatively with PUCN staff and the Nevada Bureau of Consumer Protection ("BCP") to develop a legislative or administrative alternative to the current mechanism that would retain the objective of encouraging investment in energy efficiency and that is acceptable to NV Energy, PUCN staff and the BCP. NV Energy and the BCP also agree to work in good faith to have a legislative or administrative alternative adopted.

•

Normal rate case rules and procedures apply to costs and revenues, and any under or over earnings will accrue to the Nevada Utilities until the next rate case filing after 2014, subject to specified adjustments for intercompany charges from BHE and its other subsidiaries as described in the PUCN Joint Application and the exclusion of the $20 million one-time bill credit from the test period. The commitment does not preclude parties from proposing any other adjustments to test year or certification period results.

Included in BHE 's Consolidated Statement of Operations within the NV Energy reportable segment for the year ended December 31, 2013 are costs totaling $38 million , consisting of $22 million for amounts payable under NV Energy's change in control policy and $16 million for donations to NV Energy's charitable foundation, and, as a result of the PUCN stipulations discussed above, a $20 million one-time bill credit to retail customers included as a reduction to operating revenue. Additionally, BHE incurred $5 million of direct transaction costs associated with the NV Energy Transaction that are included in operating expense on the Consolidated Statement of Operations for the year ended December 31, 2013.

Allocation of Purchase Price

The operations of the Nevada Utilities are subject to the rate-setting authority of the PUCN and the FERC and are accounted for pursuant to GAAP, including the authoritative guidance for regulated operations. The rate-setting and cost recovery provisions establish retail rates on a cost-of-service basis designed to allow the Nevada Utilities an opportunity to recover their costs of providing service and a return on their investments in rate base. Except for regulatory assets not earning a return and certain assets not currently in rates, the fair value of the Nevada Utilities' assets acquired and liabilities assumed subject to these rate-setting provisions are assumed to approximate their carrying values and, therefore, no fair value adjustments have been reflected related to these amounts.

The fair value of NV Energy's assets acquired and liabilities assumed not subject to the rate-setting provisions discussed above was determined using an income approach. This approach is based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. The estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices.

NV Energy's non-regulated assets acquired and liabilities assumed consist principally of NV Energy's 6.25% senior notes due in 2020 and NV Energy’s variable-rate term loan that was paid in 2014. The fair value of these liabilities was determined based on quoted market prices.

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The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions):



	Fair Value

Current assets, including cash and cash equivalents of $304	$	1,159
Property, plant and equipment	9,511
Goodwill	2,369
Other long-term assets	1,347
Total assets	14,386

Current liabilities, including current portion of long-term debt of $218	880
Subsidiary debt, less current portion	5,116
Deferred income taxes	1,731
Other long-term liabilities	1,063
Total liabilities	8,790

Net assets acquired	$	5,596

During 2014, the Company made revisions to regulatory assets not earning a return, certain assets not currently in rates and certain environmental and other contingencies based upon the receipt of additional information about the facts and circumstances that existed as of the acquisition date. Provisional amounts were subject to further revision for up to 12 months following the acquisition date until the related valuations were completed.

Goodwill

The excess of the purchase price paid over the estimated fair values of the identifiable assets acquired and liabilities assumed totaled $2.4 billion and is reflected as goodwill in the NV Energy reportable segment. The goodwill reflects the value paid primarily for the long-term opportunity to improve operating results through the efficient management of operating expenses and the deployment of capital, as well as the opportunity to improve regulatory relationships and develop customer solutions to meet the long-term needs of the Nevada Utilities. Goodwill is not amortized, but rather is reviewed annually for impairment or more frequently if indicators of impairment exist. None of the goodwill recognized is deductible for income tax purposes, and no deferred income taxes have been recorded related to the goodwill.

Pro Forma Financial Information

The following unaudited pro forma financial information reflects the consolidated results of operations of BHE , non-recurring transaction, integration and other costs incurred by both BHE and NV Energy during 2013 totaling $74 million , after-tax, a one-time bill credit to retail customers of $13 million , after-tax, and the amortization of the purchase price adjustments each assuming the acquisition had taken place on January 1, 2012 (in millions):



	2013		2012

Operating revenue	$	15,561	$	14,369

Net income attributable to BHE shareholders	$	1,867	$	1,638

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Other

In 2014, the Company completed various other acquisitions totaling $243 million . The purchase price for each acquisition was allocated to the assets acquired and liabilities assumed, which related primarily to property, plant and equipment of $641 million , goodwill of $80 million , long-term debt of $231 million and noncurrent deferred income tax liabilities of $170 million for the remaining 50% interest in CE Generation, LLC ("CE Generation"), development and construction costs for the 300-megawatt ("MW") TX Jumbo Road Wind, LLC wind-powered generation project ("Jumbo Road Project") and real estate brokerage and mortgage businesses. There were no other material assets acquired or liabilities assumed.

In 2013, the Company completed various other acquisitions of residential real estate brokerage and mortgage businesses totaling $240 million . The purchase prices were allocated to the assets acquired and liabilities assumed in each acquisition. The assets acquired consisted of loans receivable and other working capital items, goodwill of $188 million and other identifiable intangible assets. The liabilities assumed totaled $271 million primarily related to mortgage lines of credit secured by the loans receivable acquired and other working capital items.

In 2012, the Company completed various other acquisitions totaling $591 million . The purchase price for each acquisition was allocated to the assets acquired, which relate primarily to development and construction costs for the 550-megawatt ("MW") Topaz solar project ("Topaz Project"), the 81-MW Bishop Hill II wind-powered generation project ("Bishop Hill Project"), the 168-MW Pinyon Pines I and 132-MW Pinyon Pines II wind-generating facilities ("Pinyon Pines Projects") and the 309-MW Solar Star I and 270-MW Solar Star II solar projects ("Solar Star Projects"), and goodwill of $112 million and intangible franchise contracts of $92 million for a 66.7% interest in a real estate brokerage franchise business and five real estate brokerage businesses. The Company assumed long-term debt of $590 million and recognized a redeemable noncontrolling interest of $65 million . The noncontrolling interest member has the right to put the remaining 33.3% interest in the franchise business to HomeServices after March 2015 and HomeServices has the right to purchase the remaining 33.3% interest in the franchise business after March 2018 at a predetermined option exercise price. There were no other material liabilities assumed.

116

( 4 ) Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following as of December 31 (in millions):



	Depreciable
	Life	2014			2013
Regulated assets:
Utility generation, distribution and transmission system	5-80 years	$	64,645		$	57,490
Interstate pipeline assets	3-80 years	6,660			6,448
		71,305			63,938
Accumulated depreciation and amortization		(21,447		)	(19,874		)
Regulated assets, net		49,858			44,064

Nonregulated assets:
Independent power plants	5-30 years	4,362			1,994
Other assets	3-30 years	673			522
		5,035			2,516
Accumulated depreciation and amortization		(839		)	(678		)
Nonregulated assets, net		4,196			1,838

Net operating assets		54,054			45,902
Construction work-in-progress		5,194			4,217
Property, plant and equipment, net		$	59,248		$	50,119

Construction work-in-progress includes $4.3 billion and $2.8 billion as of December 31, 2014 and 2013 , respectively, related to the construction of regulated assets.

As a result of PacifiCorp's depreciation study approved by its state regulatory commissions, PacifiCorp revised its depreciation rates effective January 1, 2014. The approved depreciation rates resulted in an increase in depreciation expense of $35 million for the year ended December 31, 2014 as compared to the year ended December 31, 2013.

During the third quarter of 2012, MidAmerican Energy revised its depreciation rates for certain coal-fueled generation facilities reflecting shorter estimated useful lives. The effect of this change increased depreciation and amortization expense by $5 million in 2012 and $11 million annually based on depreciable plant balances at the time of the change. During the third quarter of 2013, MidAmerican Energy revised its depreciation rates for certain electric generating facilities based on the results of a new depreciation study. The new rates reflect longer estimated useful lives for wind-powered generating facilities placed in-service in 2011 and 2012 and a lower accrual rate for the cost of removal regulatory liability related to coal-fueled generating facilities. The effect of this change was to reduce depreciation and amortization expense by $20 million in 2013 and $49 million annually based on depreciable plant balances at the time of the change. Effective January 1, 2014, MidAmerican Energy revised depreciation rates for certain electric generating facilities based on the results of its 2013 Iowa electric retail rate case. The new depreciation rates reflect longer estimated useful lives for certain generating facilities. The effect of this change was to reduce depreciation and amortization expense by $50 million annually based on depreciable plant balances at the time of the change.

117


( 5 )	Jointly Owned Utility Facilities

Under joint facility ownership agreements, the Domestic Regulated Businesses, as tenants in common, have undivided interests in jointly owned generation, transmission, distribution and pipeline common facilities. The Company accounts for its proportionate share of each facility, and each joint owner has provided financing for its share of each facility. Operating costs of each facility are assigned to joint owners based on their percentage of ownership or energy production, depending on the nature of the cost. Operating costs and expenses on the Consolidated Statements of Operations include the Company's share of the expenses of these facilities.

The amounts shown in the table below represent the Company's share in each jointly owned facility as of December 31, 2014 (dollars in millions):



					Accumulated		Construction
	Company		Facility In		Depreciation and		Work-in-
	Share		Service		Amortization		Progress
PacifiCorp:
Jim Bridger Nos. 1-4	67	%	$	1,134	$	554	$	116
Hunter No. 1	94		467		144		—
Hunter No. 2	60		290		88		1
Wyodak	80		450		183		5
Colstrip Nos. 3 and 4	10		231		125		1
Hermiston ⁽¹⁾	50		175		67		1
Craig Nos. 1 and 2	19		323		203		7
Hayden No. 1	25		55		27		12
Hayden No. 2	13		33		18		3
Foote Creek	79		37		22		—
Transmission and distribution facilities	Various		347		65		—
Total PacifiCorp			3,542		1,496		146
MidAmerican Energy:
Louisa No. 1	88	%	747		392		4
Quad Cities Nos. 1 and 2 ⁽²⁾	25		656		316		27
Walter Scott, Jr. No. 3	79		561		287		7
Walter Scott, Jr. No. 4 ⁽³⁾	60		446		82		3
George Neal No. 4	41		303		142		—
Ottumwa No. 1	52		530		171		2
George Neal No. 3	72		390		141		3
Transmission facilities	Various		243		81		17
Total MidAmerican Energy			3,876		1,612		63
NV Energy:
Navajo	11	%	198		135		2
Silverhawk	75		241		55		5
Valmy	50		343		213		27
Transmission facilities	Various		221		32		2
Total NV Energy			1,003		435		36
BHE Pipeline Group - common facilities	Various		311		175		2
Total			$	8,732	$	3,718	$	247


(1)	PacifiCorp has contracted to purchase the remaining 50% of the output of the Hermiston generating facility.


(2)	Includes amounts related to nuclear fuel.


(3)	Facility in-service and accumulated depreciation and amortization amounts are net of credits applied under Iowa revenue sharing arrangements totaling $320 million and $60 million , respectively.

118

( 6 ) Regulatory Matters

Utah Mine Disposition

Due to quality issues with the coal reserves at PacifiCorp's Deer Creek mine in Utah and rising costs at PacifiCorp's wholly owned subsidiary, Energy West Mining Company, PacifiCorp believes the Deer Creek coal reserves are no longer able to be economically mined. As a result, in December 2014, PacifiCorp filed applications with the Utah Public Service Commission, the Oregon Public Utility Commission ("OPUC"), the Wyoming Public Service Commission and the Idaho Public Utilities Commission seeking certain approvals, prudence determinations and accounting orders to close its Deer Creek mining operations, sell certain Utah mining assets, enter into a replacement coal supply agreement, amend an existing coal supply agreement, withdraw from the United Mine Workers of America ("UMWA") 1974 Pension Trust and settle PacifiCorp's other postretirement benefit obligation for UMWA participants (collectively, the "Utah Mine Disposition"). PacifiCorp also filed an advice letter with the California Public Utilities Commission ("CPUC"). The asset sales and coal supply agreements are contingent upon regulatory approvals for which orders are expected to be issued in the second quarter of 2015. As a result of the Utah Mine Disposition, PacifiCorp believes abandonment of the Deer Creek mine assets, sale of the specified Utah mining assets and withdrawal from the UMWA 1974 Pension Trust are probable. PacifiCorp expects to transfer funds from its other postretirement plan assets to the UMWA in June 2015 to effectuate the settlement of the portion of the obligation related to UMWA participants.

Regulatory Assets

Regulatory assets represent costs that are expected to be recovered in future regulated rates. The Company's regulatory assets reflected on the Consolidated Balance Sheets consist of the following as of December 31 (in millions):



	Weighted
	Average
	Remaining Life	2014		2013

Deferred income taxes ⁽¹⁾	26 years	$	1,468	$	1,413
Employee benefit plans ⁽²⁾	9 years	747		589
Asset disposition costs ⁽³⁾	Various	329		23
Deferred net power costs	1 year	277		303
Asset retirement obligations	10 years	239		193
Unrealized loss on regulated derivative contracts	5 years	223		182
Abandoned projects	5 years	159		80
Unamortized contract values	8 years	123		146
Other	Various	688		586
Total regulatory assets		$	4,253	$	3,515

Reflected as:
Current assets		$	253	$	193
Noncurrent assets		4,000		3,322
Total regulatory assets		$	4,253	$	3,515


(1)	Amounts primarily represent income tax benefits related to state accelerated tax depreciation and certain property-related basis differences that were previously flowed through to customers and will be included in regulated rates when the temporary differences reverse.


(2)	Represents amounts not yet recognized as a component of net periodic benefit cost that are expected to be included in regulated rates when recognized.


(3)	Includes amounts established as a result of the Utah Mine Disposition for the net property, plant and equipment not considered probable of disallowance and for the portion of losses associated with the assets held for sale, UMWA 1974 Pension Trust withdrawal and closure costs incurred to date considered probable of recovery.

The Company had regulatory assets not earning a return on investment of $2.6 billion and $2.2 billion as of December 31, 2014 and 2013 , respectively.

119

Regulatory Liabilities

Regulatory liabilities represent income to be recognized or amounts to be returned to customers in future periods. The Company's regulatory liabilities reflected on the Consolidated Balance Sheets consist of the following as of December 31 (in millions):



	Weighted
	Average
	Remaining Life	2014		2013

Cost of removal ⁽¹⁾	28 years	$	2,215	$	2,009
Asset retirement obligations	23 years	169		151
Levelized depreciation	27 years	169		144
Employee benefit plans ⁽²⁾	12 years	20		74
Other	Various	259		287
Total regulatory liabilities		$	2,832	$	2,665

Reflected as:
Current liabilities		$	163	$	167
Noncurrent liabilities		2,669		2,498
Total regulatory liabilities		$	2,832	$	2,665


(1)	Amounts represent estimated costs, as accrued through depreciation rates and exclusive of ARO liabilities, of removing regulated property, plant and equipment in accordance with accepted regulatory practices. Amounts are deducted from rate base or otherwise accrue a carrying cost.


(2)	Represents amounts not yet recognized as a component of net periodic benefit cost that are to be returned to customers in future periods when recognized.

120

( 7 ) Investments and Restricted Cash and Investments

Investments and restricted cash and investments consists of the following as of December 31 (in millions):



	2014		2013
Investments:
BYD Company Limited common stock	$	881	$	1,103
Rabbi trusts	386		373
Other	126		126
Total investments	1,393		1,602

Equity method investments:
Electric Transmission Texas, LLC	515		454
Bridger Coal Company	192		178
Agua Caliente Solar, LLC	81		41
CE Generation	—		185
Other	80		85
Total equity method investments	868		943

Restricted cash and investments:
Quad Cities Station nuclear decommissioning trust funds	424		394
Solar Star and Topaz Projects	66		236
Other	167		126
Total restricted cash and investments	657		756

Total investments and restricted cash and investments	$	2,918	$	3,301

Reflected as:
Current assets	$	115	$	65
Noncurrent assets	2,803		3,236
Total investments and restricted cash and investments	$	2,918	$	3,301

Investments

BHE's investment in BYD Company Limited common stock is accounted for as an available-for-sale security with changes in fair value recognized in AOCI. As of December 31, 2014 and 2013 , the fair value of BHE's investment in BYD Company Limited common stock was $881 million and $1.1 billion , respectively, which resulted in a unrealized gain of $649 million and $871 million as of December 31, 2014 and 2013 , respectively.

Rabbi trusts primarily hold corporate-owned life insurance on certain current and former key executives and directors. The Rabbi trusts were established to hold investments used to fund the obligations of various nonqualified executive and director compensation plans and to pay the costs of the trusts. The amount represents the cash surrender value of all of the policies included in the Rabbi trusts, net of amounts borrowed against the cash surrender value.

121

Equity Method Investments

BHE , through a subsidiary, owns 50% of Electric Transmission Texas, LLC , which owns and operates electric transmission assets in the Electric Reliability Council of Texas footprint. BHE , through a subsidiary, owns 66.67% of Bridger Coal Company ("Bridger Coal"), which is a coal mining joint venture that supplies coal to the Jim Bridger generating facility. Bridger Coal is being accounted for under the equity method of accounting as the power to direct the activities that most significantly impact Bridger Coal's economic performance are shared with the joint venture partner. BHE , through a subsidiary, owns 49% of Agua Caliente Solar, LLC ("Agua Caliente"), which owns a 290-MW solar project (the "Agua Caliente Project") in Arizona. In June 2014, BHE , through a subsidiary, acquired the remaining 50% interest in CE Generation, which is engaged in the independent power business, and through its subsidiaries, owns and operates geothermal generating facilities in the Imperial Valley of California and natural gas-fueled combined cycle cogeneration facilities in New York, Texas and Arizona.

During 2013, BHE recognized an impairment charge on its equity investment in CE Generation totaling $116 million . The impairment charge is reflected in equity income (loss) on the Consolidated Statements of Operations.

Restricted Cash and Investments

MidAmerican Energy has established a trust for the investment of funds for decommissioning the Quad Cities Nuclear Station Units 1 and 2 ("Quad Cities Station"). These investments in debt and equity securities are classified as available-for-sale and are reported at fair value. Funds are invested in the trust in accordance with applicable federal and state investment guidelines and are restricted for use as reimbursement for costs of decommissioning the Quad Cities Station, which are currently licensed for operation until December 2032.

As of December 31, 2014 and 2013 , restricted cash and investments included $22 million and $201 million , respectively, restricted for construction of the Solar Star Projects and $44 million and $35 million , respectively, restricted for construction of the Topaz Project.

( 8 ) Short-Term Debt and Credit Facilities

The following table summarizes BHE's and its subsidiaries' availability under their credit facilities as of December 31, (in millions):



							MidAmerican			NV			Northern						Home-
	BHE			PacifiCorp			Funding			Energy			Powergrid			AltaLink			Services			Total ⁽¹⁾
2014:
Credit facilities	$	2,000		$	1,200		$	609		$	650		$	265		$	1,119		$	853		$	6,696
Less:
Short-term debt	(395		)	(20		)	(50		)	—			(215		)	(251		)	(514		)	(1,445		)
Tax-exempt bond support and letters of credit	(28		)	(398		)	(195		)	—			—			(4		)	—			(625		)
Net credit facilities	$	1,577		$	782		$	364		$	650		$	50		$	864		$	339		$	4,626

2013:
Credit facilities	$	600		$	1,200		$	609		$	750		$	248		$	—		$	665		$	4,072
Less:
Short-term debt	—			—			—			—			(102		)	—			(130		)	(232		)
Tax-exempt bond support and letters of credit	(50		)	(321		)	(195		)	(6		)	—			—			—			(572		)
Net credit facilities	$	550		$	879		$	414		$	744		$	146		$	—		$	535		$	3,268


(1)	The above table does not include unused credit facilities and letters of credit for investments that are accounted for under the equity method.

As of December 31, 2014 , the Company was in compliance with the covenants of its credit facilities and letter of credit arrangements.

122

BHE

In June 2014, BHE entered into a $1.4 billion senior unsecured credit facility expiring in June 2017 and has a $600 million senior unsecured credit facility expiring in June 2017. These credit facilities have a variable interest rate based on the London Interbank Offered Rate ("LIBOR") or a base rate, at BHE 's option, plus a spread that varies based on BHE 's credit ratings for its senior unsecured long-term debt securities. These credit facilities are for general corporate purposes and also supports BHE 's commercial paper program and provides for the issuance of letters of credit. As of December 31, 2014 , the weighted average interest rate on commercial paper borrowings outstanding was 0.49% . These credit facilities require that BHE 's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.70 to 1.0 as of the last day of each quarter.

PacifiCorp

PacifiCorp has a $600 million unsecured credit facility expiring in June 2017 and a $600 million unsecured credit facility expiring in March 2018. These credit facilities, which support PacifiCorp's commercial paper program, certain series of its tax-exempt bond obligations and provide for the issuance of letters of credit, have a variable interest rate based on LIBOR or a base rate, at PacifiCorp's option, plus a spread that varies based on PacifiCorp's credit ratings for its senior unsecured long-term debt securities. As of December 31, 2014 , the weighted average interest rate on commercial paper borrowings outstanding was 0.43% . These credit facilities require that PacifiCorp's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter.

As of December 31, 2014 and 2013 , PacifiCorp had $451 million and $559 million , respectively, of fully available letters of credit issued under committed arrangements, of which $270 million as of December 31, 2014 and 2013 were issued under the credit facilities. These letters of credit support PacifiCorp's variable-rate tax-exempt bond obligations and expire through March 2017.

MidAmerican Funding

MidAmerican Energy has a $600 million unsecured credit facility expiring in March 2018. The credit facility, which supports MidAmerican Energy's commercial paper program and its variable-rate tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on LIBOR or a base rate, at MidAmerican Energy's option, plus a spread that varies based on MidAmerican Energy's credit ratings for senior unsecured long-term debt securities. As of December 31, 2014, the weighted average interest rate on commercial paper borrowings outstanding was 0.35% . The credit facility requires that MidAmerican Energy's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter.

NV Energy

Nevada Power has a $400 million secured credit facility expiring in March 2018 and Sierra Pacific has a $250 million secured credit facility expiring in March 2018. These credit facilities, which are for general corporate purposes and provide for the issuance of letters of credit, have a variable interest rate based on LIBOR or a base rate, at each of the Nevada Utilities' option, plus a spread that varies based on each of the Nevada Utilities' credit ratings for its senior secured long-term debt securities. Amounts due under each credit facility are collateralized by each of the Nevada Utilities' general and refunding mortgage bonds. The credit facilities require that each of the Nevada Utilities' ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.68 to 1.0 as of the last day of each quarter.

Northern Powergrid

Northern Powergrid has a £150 million unsecured credit facility expiring in August 2017. The credit facility has a variable interest rate based on sterling LIBOR plus a spread that varies based on its credit ratings. As of December 31, 2014 and 2013 , $184 million and $102 million , respectively, were outstanding under the credit facility with weighted average interest rates of 1.75% and 1.74% , respectively. The credit facility requires that the ratio of consolidated senior total net debt, including current maturities, to regulated asset value not exceed 0.8 to 1.0 at Northern Powergrid and 0.65 to 1.0 at Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc as of June 30 and December 31. Northern Powergrid 's interest coverage ratio shall not be less than 2.5 to 1.0. Additionally, as of December 31, 2014 and 2013 , Northern Powergrid has $31 million and $- million, respectively, drawn on uncommitted bank facilities totaling £42 million , with a weighted average interest rate of 2.0% as of December 31, 2014.

123

AltaLink

ALP has a C$925 million secured revolving credit facility expiring in December 2016, which provides support for borrowing under the unsecured commercial paper program and may also be used for general corporate purposes. The credit facility has a variable interest rate based on the Canadian bank prime lending rate or a spread above the Bankers' Acceptance rate, at ALP 's option, based on ALP 's credit ratings for its senior secured long-term debt securities. In addition, ALP has a C$75 million secured revolving credit facility expiring in December 2016, which may be used for general corporate purposes, capital expenditures and letters of credit. The credit facility has a variable interest rate based on the Canadian bank prime lending rate, United States base rate, United States LIBOR loan rate, or a spread above the Bankers' Acceptance rate, at ALP 's option, based on ALP 's credit ratings for its senior secured long-term debt securities. At the renewal date, ALP has the option to convert these facilities to one-year term facilities. The credit facilities require the consolidated indebtedness to total capitalization not exceed 0.75 to 1.0 measured as of the last day of each quarter. As of December 31, 2014 , ALP had $104 million outstanding under these facilities at a weighted average interest rate of 1.26% .

AltaLink Investments, L.P. has a C$300 million unsecured revolving term credit facility expiring in December 2019, which may be used for operating expenses, capital expenditures, working capital needs and letters of credit to a maximum of C$10 million . The credit facility has a variable interest rate based on the Canadian bank prime lending rate, United States base rate, United States LIBOR loan rate, or a spread above the Bankers' Acceptance rate, at AltaLink Investments, L.P.'s option, based on AltaLink Investments, L.P.'s credit ratings for its senior unsecured long-term debt securities. The credit facility requires the consolidated total debt to capitalization to not exceed 0.8 to 1.0 and earnings before interest, taxes, depreciation and amortization to interest expense for the four fiscal quarters ended to not be less than 2.25 to 1.0 measured as of the last day of each quarter. As of December 31, 2014 , AltaLink Investments, L.P. had $147 million outstanding under this facility at a weighted average interest rate of 1.30% .

HomeServices

HomeServices has a $350 million unsecured credit facility expiring in July 2018. The credit facility has a variable interest rate based on the prime lending rate or the LIBOR, at HomeServices' option, plus a spread that varies based on HomeServices' Total Leverage Ratio as defined in the agreement. As of December 31, 2014 , HomeServices had $243 million outstanding under its credit facility with a weighted average interest rate of 1.41% . There were no borrowings outstanding under the credit facility as of December 31, 2013 .

Through its subsidiaries, HomeServices maintains mortgage lines of credit totaling $478 million and $275 million as of December 31, 2014 and 2013 , respectively, used for mortgage banking activities that currently expire beginning in May 2015 through December 2015. The mortgage lines of credit have variable rates based on LIBOR plus a spread. Collateral for these credit facilities is comprised of residential property being financed and is equal to the loans funded with the facilities. As of December 31, 2014 and 2013 , HomeServices had $270 million and $124 million , respectively, outstanding under these mortgage lines of credit at a weighted average interest rate of 2.25% and 3.15% , respectively.

HomeServices has a subsidiary that maintains a mortgage line of credit totaling $25 million and $40 million as of December 31, 2014 and 2013 , respectively, used for mortgage banking activities that is due on demand with a 90 -day notice from either party. The mortgage line of credit has a variable rate based on LIBOR plus a spread, with a minimum rate of 3.375% . Collateral for this credit facility is equal to the loans funded with this warehouse credit and an additional $1 million of cash on deposit. As of December 31, 2014 and 2013 , HomeServices had $1 million and $6 million , respectively, outstanding under its mortgage line at a weighted average interest rate of 3.375% .

BHE Renewables Letters of Credit

In connection with its bond offering, Topaz entered into a letter of credit and reimbursement facility in an aggregate principal amount of $345 million . Letters of credit issued under the letter of credit facility will be used to (a) provide security under the power purchase agreement and large generator interconnection agreements, (b) fund the debt service reserve requirement and the operation and maintenance debt service reserve requirement, (c) provide security for remediation and mitigation liabilities, and (d) provide security in respect of conditional use permit sales tax obligations. As of December 31, 2014 , Topaz had $245 million of letters of credit issued under this facility.

124

As of December 31, 2014 , BHE has a letter of credit outstanding of $43 million in support of the power purchase agreement associated with the Agua Caliente Project.

As of December 31, 2014 , certain renewable projects collectively have letters of credit outstanding of $63 million primarily in support of the power purchase agreements associated with the projects.


( 9 )	BHE Debt

Senior Debt

BHE senior debt represents unsecured senior obligations of BHE and consists of the following, including unamortized premiums and discounts, as of December 31 (in millions):



	Par Value		2014		2013

5.00% Senior Notes, due 2014	$	—	$	—	$	250
1.10% Senior Notes, due 2017	400		400		400
5.75% Senior Notes, due 2018	650		649		649
2.00% Senior Notes, due 2018	350		350		350
2.40% Senior Notes, due 2020	350		350		—
3.75% Senior Notes, due 2023	500		500		500
3.50% Senior Notes, due 2025	400		400		—
8.48% Senior Notes, due 2028	475		482		483
6.125% Senior Bonds, due 2036	1,700		1,699		1,699
5.95% Senior Bonds, due 2037	550		548		548
6.50% Senior Bonds, due 2037	1,000		992		992
5.15% Senior Notes, due 2043	750		746		745
4.50% Senior Notes, due 2045	750		744		—
Total BHE Senior Debt	$	7,875	$	7,860	$	6,616

Reflected as:
Current liabilities			$	—	$	250
Noncurrent liabilities			7,860		6,366
Total BHE Senior Debt			$	7,860	$	6,616

Junior Subordinated Debentures

BHE junior subordinated debentures consists of the following as of December 31 (in millions):



	Par Value		2014		2013

Junior subordinated debentures, due 2043	$	2,294	$	2,294	$	2,594
Junior subordinated debentures, due 2044	1,500		1,500		—
Total BHE junior subordinated debentures - noncurrent	$	3,794	$	3,794	$	2,594

125

BHE issued junior subordinated debentures to certain subsidiaries of Berkshire Hathaway pursuant to an indenture, by and between BHE and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of December 19, 2013 and November 12, 2014. The junior subordinated debentures are unsecured and junior in right of payment to BHE 's senior debt. The junior subordinated debentures (i) have a 30 year maturity; (ii) bear interest at a floating rate equal to (a) the greater of 1% and the LIBOR (the greater of such two rates, the "Base Rate") plus 200 basis points through the date prior to the third anniversary of the issuance date; (b) the Base Rate plus 300 basis points (or, if at least 50% of principal is repaid prior to the third anniversary of the issuance date, the Base Rate plus 200 basis points) from the third anniversary of the issuance date through the date prior to the seventh anniversary of the issuance date; and (c) the Base Rate plus 375 basis points from the seventh anniversary of the issuance date until the maturity of the junior subordinated debentures; and (iii) are redeemable at BHE 's option from time to time at par plus accrued and unpaid interest. The holders are restricted from transferring the junior subordinated debentures except to Berkshire Hathaway and its subsidiaries. As of December 31, 2014 and 2013 , the interest rate was 3.0% . Interest expense to Berkshire Hathaway for the years ended December 31, 2014 , 2013 and 2012 was $78 million , $3 million and $- million, respectively.

( 10 ) Subsidiary Debt

BHE 's direct and indirect subsidiaries are organized as legal entities separate and apart from BHE and its other subsidiaries. Pursuant to separate financing agreements, substantially all of PacifiCorp's electric utility properties; the equity interest of MidAmerican Funding's subsidiary; MidAmerican Energy's electric utility properties in the state of Iowa; substantially all of Nevada Power's and Sierra Pacific's properties in the state of Nevada; the long-term customer contracts of Kern River; AltaLink's transmission properties; and substantially all of the assets of the subsidiaries of BHE Renewables are pledged or encumbered to support or otherwise provide the security for their related subsidiary debt. It should not be assumed that the assets of any subsidiary will be available to satisfy BHE 's obligations or the obligations of its other subsidiaries. However, unrestricted cash or other assets which are available for distribution may, subject to applicable law, regulatory commitments and the terms of financing and ring-fencing arrangements for such parties, be advanced, loaned, paid as dividends or otherwise distributed or contributed to BHE or affiliates thereof. The long-term debt of subsidiaries may include provisions that allow BHE 's subsidiaries to redeem it in whole or in part at any time. These provisions generally include make-whole premiums.

Distributions at these separate legal entities are limited by various covenants including, among others, leverage ratios, interest coverage ratios and debt service coverage ratios. As of December 31, 2014 , all subsidiaries were in compliance with their long-term debt covenants.

Long-term debt of subsidiaries consists of the following, including fair value adjustments and unamortized premiums and discounts, as of December 31 (in millions):



	Par Value		2014		2013

PacifiCorp	$	7,102	$	7,089	$	6,933
MidAmerican Funding	4,396		4,345		3,838
NV Energy	5,093		5,138		5,296
Northern Powergrid	2,267		2,334		2,487
BHE Pipeline Group	1,367		1,366		1,448
BHE Transmission	3,735		3,756		—
BHE Renewables	2,964		2,967		2,800
Total subsidiary debt	$	26,924	$	26,995	$	22,802

Reflected as:
Current liabilities			$	1,232	$	938
Noncurrent liabilities			25,763		21,864
Total subsidiary debt			$	26,995	$	22,802

126

PacifiCorp

PacifiCorp's long-term debt consists of the following, including unamortized premiums and discounts, as of December 31 (dollars in millions):



	Par Value		2014		2013
First mortgage bonds:
5.50% to 8.635%, due through 2019	$	862	$	861	$	1,070
2.95% to 8.53%, due 2021 to 2024	1,899		1,897		1,472
6.71% due 2026	100		100		100
5.90% to 7.70%, due 2031 to 2034	500		499		499
5.25% to 6.35%, due 2035 to 2039	2,800		2,792		2,791
4.10% due 2042	300		299		299
Variable-rate series, tax-exempt bond obligations (2014-0.02% to 0.28%; 2013-0.03% to 0.52%):
Due 2015 to 2025 ⁽¹⁾	223		223		325
Due 2015 to 2024 ⁽¹⁾⁽²⁾	221		221		221
Due 2016 to 2025 ⁽²⁾	36		36		51
Due 2017 to 2018	91		91		—
Capital lease obligations - 8.75% to 15.678%, due through 2036	70		70		105
Total PacifiCorp	$	7,102	$	7,089	$	6,933


(1)	Supported by $451 million and $559 million of fully available letters of credit issued under committed bank arrangements as of December 31, 2014 and 2013 , respectively.


(2)	Secured by pledged first mortgage bonds registered to and held by the tax-exempt bond trustee generally with the same interest rates, maturity dates and redemption provisions as the tax-exempt bond obligations.

The issuance of PacifiCorp's first mortgage bonds is limited by available property, earnings tests and other provisions of PacifiCorp's mortgage. Approximately $25 billion of PacifiCorp's eligible property (based on original cost) was subject to the lien of the mortgage as of December 31, 2014 .

127

MidAmerican Funding

MidAmerican Funding's long-term debt consists of the following, including fair value adjustments and unamortized premiums and discounts, as of December 31 (dollars in millions):



	Par Value		2014		2013
MidAmerican Funding:
6.927% Senior Bonds, due 2029	$	325	$	289	$	288

MidAmerican Energy:
Tax-exempt bond obligations -
Variable-rate series (2014-0.07%, 2013-0.08%), due 2016-2038	195		195		195
First Mortgage Bonds:
2.40%, due 2019	500		500		350
3.70%, due 2023	250		249		249
3.50%, due 2024	300		299		—
4.80%, due 2043	350		348		348
4.40%, due 2044	400		398		—
Notes:
4.65% Series, due 2014	—		—		350
5.95% Series, due 2017	250		250		250
5.3% Series, due 2018	350		350		349
6.75% Series, due 2031	400		397		397
5.75% Series, due 2035	300		300		300
5.8% Series, due 2036	350		350		350
Turbine purchase obligation, 1.43% due 2015 ⁽¹⁾	426		420		412
Total MidAmerican Energy	4,071		4,056		3,550
Total MidAmerican Funding	$	4,396	$	4,345	$	3,838

(1)

In conjunction with the construction of wind-powered generating facilities, MidAmerican Energy has accrued as property, plant and equipment, net amounts it is not contractually obligated to pay until the future. The amounts ultimately payable were discounted and recognized upon delivery of the equipment as long-term debt. The discount is being amortized as interest expense over the period until payment is due using the effective interest method.

Pursuant to MidAmerican Energy's mortgage dated September 9, 2013, MidAmerican Energy's first mortgage bonds, currently and from time to time outstanding, are secured by a first mortgage lien on substantially all of its electric generating, transmission and distribution property within the State of Iowa, subject to certain exceptions and permitted encumbrances. As of December 31, 2014 , MidAmerican Energy's eligible property subject to the lien of the mortgage totaled approximately $12 billion based on original cost. Additionally, MidAmerican Energy's senior notes outstanding are equally and ratably secured with the first mortgage bonds as required by the indentures under which the senior notes were issued.

128

NV Energy

NV Energy's long-term debt consists of the following, including fair value adjustments and unamortized premiums and discounts, as of December 31 (dollars in millions):



	Par Value		2014		2013
NV Energy:
Variable-rate Term Loan, due 2014 ⁽¹⁾	$	—	$	—	$	195
6.250% Senior Notes, due 2020	315		362		369
Total NV Energy	315		362		564

Nevada Power:
General and Refunding Mortgage Securities:
5.875% Series L, due 2015	250		250		250
5.950% Series M, due 2016	210		210		210
6.500% Series O, due 2018	325		323		324
6.500% Series S, due 2018	499		498		499
7.125% Series V, due 2019	500		501		501
6.650% Series N, due 2036	367		361		363
6.750% Series R, due 2037	349		348		349
5.375% Series X, due 2040	250		249		249
5.450% Series Y, due 2041	250		250		250
Variable-rate series (2014-0.455% to 0.464%, 2013 0.454% to 0.459%):
Pollution Control Revenue Bonds Series 2006A, due 2032	38		38		38
Pollution Control Revenue Bonds Series 2006, due 2036	38		38		38
Capital lease obligations - 2.75% to 11.6%, due through 2054	510		510		461
Total Nevada Power	3,586		3,576		3,532

Sierra Pacific:
General and Refunding Mortgage Securities:
6.000% Series M, due 2016	450		452		453
3.375% Series T, due 2023	250		250		250
6.750% Series P, due 2037	252		258		259
Variable-rate series (2014-0.464% to 0.466%, 2013-0.459% to 0.463%):
Pollution Control Revenue Bonds Series 2006A, due 2031	58		58		58
Pollution Control Revenue Bonds Series 2006B, due 2036	75		75		75
Pollution Control Revenue Bonds Series 2006C, due 2036	81		81		81
Capital lease obligations - 2.7% to 8.814%, due through 2054	26		26		24
Total Sierra Pacific	1,192		1,200		1,200
Total NV Energy	$	5,093	$	5,138	$	5,296


(1)	The term loan had a variable interest rate based on LIBOR plus a spread that varied during the term of the agreement. The variable interest rate as of December 31, 2013 was 1.92% . The Company had an interest rate swap that fixed the interest rate at 2.56% as of December 31, 2013.

Utility plant of $3.5 billion and $1.5 billion is subject to the liens of the Nevada Power's and Sierra Pacific's, respectively, indentures under which its respective General and Refunding Mortgage Securities are issued.

129

Northern Powergrid

Northern Powergrid and its subsidiaries' long-term debt consists of the following, including fair value adjustments and unamortized premiums and discounts, as of December 31 (dollars in millions):



	Par Value ⁽¹⁾		2014		2013

8.875% Bonds, due 2020	$	156	$	174	$	189
9.25% Bonds, due 2020	311		339		366
3.901% to 4.586% European Investment Bank loans, due 2018 to 2022	420		420		444
7.25% Bonds, due 2022	311		328		349
7.25% Bonds, due 2028	290		299		319
4.375% Bonds, due 2032	234		231		245
5.125% Bonds, due 2035	311		310		328
5.125% Bonds, due 2035	234		233		247
Total Northern Powergrid	$	2,267	$	2,334	$	2,487


(1)	The par values for these debt instruments are denominated in sterling.

BHE Pipeline Group

BHE Pipeline Group ' long-term debt consists of the following, including unamortized premiums and discounts, as of December 31 (dollars in millions):



	Par Value		2014		2013
Northern Natural Gas:
5.125% Senior Notes, due 2015	$	100	$	100	$	100
5.75% Senior Notes, due 2018	200		200		200
4.25% Senior Notes, due 2021	200		200		200
5.8% Senior Bonds, due 2037	150		150		150
4.1% Senior Bonds, due 2042	250		249		250
Total Northern Natural Gas	900		899		900

Kern River:
6.676% Senior Notes, due 2016	167		167		197
4.893% Senior Notes, due 2018	300		300		351
Total Kern River	467		467		548
Total BHE Pipeline Group	$	1,367	$	1,366	$	1,448

Kern River's long-term debt amortizes monthly. Kern River provides a debt service reserve letter of credit in amounts that approximate the next six months of principal and interest payments due on the loans, which were equal to $56 million as of December 31, 2014 and 2013 .

130

BHE Transmission

BHE Transmission 's long-term debt consists of the following, including fair value adjustments and unamortized premiums and discounts, as of December 31, (dollars in millions):



	Par Value ⁽¹⁾		2014		2013
AltaLink Investments, L.P.:
Series 09-1 Senior Bonds, 5.207%, due 2016	$	128	$	136	$	—
Series 12-1 Senior Bonds, 3.674%, due 2019	172		181		—
Series 13-1 Senior Bonds, 3.265%, due 2020	172		177		—
Total AltaLink Investments, L.P.	472		494		—

AltaLink Holdings, L.P. Senior debentures, 10.5%, due 2015	78		78		—

ALP:
Series 2008-1 Notes, 5.243%, due 2018	172		171		—
Series 2013-2 Notes, 3.621%, due 2020	108		108		—
Series 2012-2 Notes, 2.978%, due 2022	237		237		—
Series 2013-4 Notes, 3.668%, due 2023	430		430		—
Series 2014-1 Notes, 3.399%, due 2024	301		301		—
Series 2006-1 Notes, 5.249%, due 2036	129		129		—
Series 2010-1 Notes, 5.381%, due 2040	108		108		—
Series 2010-2 Notes, 4.872%, due 2040	129		129		—
Series 2011-1 Notes, 4.462%, due 2041	237		237		—
Series 2012-1 Notes, 3.99%, due 2042	452		452		—
Series 2013-3 Notes, 4.922%, due 2043	301		301		—
Series 2014-3 Notes, 4.054%, due 2044	254		254		—
Series 2013-1 Notes, 4.446%, due 2053	215		215		—
Series 2014-2 Notes, 4.274%, due 2064	112		112		—
Total AltaLink, L.P.	3,185		3,184		—
Total BHE Transmission	$	3,735	$	3,756	$	—


(1)	The par values for these debt instruments are denominated in Canadian dollars.

131

BHE Renewables

BHE Renewables ' long-term debt consists of the following, including fair value adjustments, as of December 31 (dollars in millions):



	Par Value		2014		2013
Fixed-rate ⁽¹⁾ :
CE Generation Bonds, 7.416%, due 2018	$	123	$	125	$	—
Salton Sea Funding Corporation Bonds, 7.475%, due 2018	69		71		—
Cordova Funding Corporation Bonds, 8.48% to 9.07%, due 2019	126		125		139
Bishop Hill Holdings Senior Notes, 5.125%, due 2032	109		109		114
Solar Star Funding Senior Notes, 5.375%, due 2035	1,000		1,000		1,000
Topaz Solar Farms Senior Notes, 5.750%, due 2039	850		850		850
Topaz Solar Farms Senior Notes, 4.875%, due 2039	250		250		250
Other	27		27		30
Variable-rate ⁽¹⁾ :
Pinyon Pines I and II Term Loans, due 2019 ⁽²⁾	401		401		417
Wailuku Special Purpose Revenue Bonds, 0.09%, due 2021	9		9		—
Total BHE Renewables	$	2,964	$	2,967	$	2,800


(1)	Amortizes quarterly or semiannually.

(2)

The term loans have variable interest rates based on LIBOR plus a spread that varies during the term of the agreement. The weighted average variable interest rate as of December 31, 2014 and 2013 was 1.88% and 2.87% , respectively. The Company has entered into interest rate swaps that fix the interest rate on 75% of the outstanding debt. The weighted average fixed interest rate for the 75% portion is fixed at 3.55% and 4.53% as of December 31, 2014 and 2013 , respectively.

Annual Repayments of Long-Term Debt

The annual repayments of BHE and subsidiary debt for the years beginning January 1, 2015 and thereafter, excluding fair value adjustments and unamortized premiums and discounts, are as follows (in millions):



											2020 and
	2015		2016		2017		2018		2019		Thereafter		Total

BHE senior notes	$	—	$	—	$	400	$	1,000	$	—	$	6,475	$	7,875
BHE junior subordinated debentures	—		—		—		—		—		3,794		3,794
PacifiCorp	157		71		58		589		353		5,874		7,102
MidAmerican Funding	426		34		254		350		500		2,832		4,396
NV Energy	265		673		16		840		519		2,780		5,093
Northern Powergrid	—		—		—		62		62		2,143		2,267
BHE Pipeline Group	185		191		62		329		—		600		1,367
BHE Transmission	78		129		—		172		172		3,184		3,735
BHE Renewables	121		168		172		179		463		1,861		2,964
Totals	$	1,232	$	1,266	$	962	$	3,521	$	2,069	$	29,543	$	38,593

132

( 11 ) Income Taxes

Income tax expense (benefit) consists of the following for the years ended December 31 (in millions):



	2014			2013			2012
Current:
Federal	$	(1,872	)	$	(985	)	$	(1,314	)
State	(3		)	(2		)	(67		)
Foreign	129			121			121
	(1,746		)	(866		)	(1,260		)
Deferred:
Federal	2,296			1,306			1,475
State	37			(247		)	(11		)
Foreign	11			(59		)	(51		)
	2,344			1,000			1,413

Investment tax credits - the Utilities	(9		)	(4		)	(5		)
Total	$	589		$	130		$	148

A reconciliation of the federal statutory income tax rate to the effective income tax rate applicable to income before income tax expense is as follows for the years ended December 31:



	2014		2013		2012

Federal statutory income tax rate	35	%	35	%	35	%
Income tax credits	(10	)	(14	)	(14	)
State income tax, net of federal income tax benefit	1		(9	)	(3	)
Income tax effect of foreign income	(3	)	(6	)	(7	)
Equity income (loss)	2		(1	)	2
Other, net	(2	)	2		(4	)
Effective income tax rate	23	%	7	%	9	%

Income tax credits relate primarily to production tax credits earned by wind-powered generating facilities owned by MidAmerican Energy, PacifiCorp, and Bishop Hill Energy II LLC. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service.

State income tax benefits increased for 2013 compared to 2012 primarily due to one-time deferred income tax benefits recognized from a reduction in the apportioned state tax rate of $161 million , in part, as a result of BHE 's acquisition of NV Energy.

Income tax effect of foreign income includes, among other items, deferred income tax benefits of $54 million in 2013 and $38 million in 2012 related to the enactment of reductions in the United Kingdom corporate income tax rate. In July 2013, the corporate income tax rate was reduced from 23% to 21% effective April 1, 2014, with a further reduction to 20% effective April 1, 2015. In July 2012, the corporate income tax rate was reduced from 25% to 24% effective April 1, 2012, with a further reduction to 23% effective April 1, 2013.

Berkshire Hathaway includes the Company in its United States federal income tax return. As of December 31, 2014 and 2013 , the Company had current income taxes receivable from Berkshire Hathaway of $1.1 billion and $25 million , respectively.

133

The net deferred income tax liability consists of the following as of December 31 (in millions):



	2014			2013
Deferred income tax assets:
Federal and state carryforwards	$	781		$	1,001
Regulatory liabilities	812			825
AROs	249			234
Employee benefits	187			75
Derivative contracts	62			28
Other	781			740
Total deferred income tax assets	2,872			2,903
Valuation allowances	(23		)	(29		)
Total deferred income tax assets, net	2,849			2,874

Deferred income tax liabilities:
Property-related items	(11,989		)	(10,727		)
Regulatory assets	(1,374		)	(1,047		)
Investments	(699		)	(767		)
Other	(301		)	(287		)
Total deferred income tax liabilities	(14,363		)	(12,828		)
Net deferred income tax liability	$	(11,514	)	$	(9,954	)

Reflected as:
Current assets - other	$	291		$	211
Current liabilities - other	(3		)	(7		)
Deferred income taxes	(11,802		)	(10,158		)
	$	(11,514	)	$	(9,954	)

The following table provides the Company's net operating loss and tax credit carryforwards and expiration dates as of December 31, 2014 (in millions):



	Federal		State
Net operating loss carryforwards ⁽¹⁾	$	409	$	8,629
Deferred income taxes on net operating loss carryforwards	$	155	$	474
Expiration dates	2023-2034		2015-2034

Foreign and other tax credits ⁽²⁾	$	122	$	30
Expiration dates	2023- indefinite		2016- indefinite


(1)	The federal net operating loss carry forwards relate principally to net operating loss carryforwards of NV Energy generated prior to BHE's ownership.


(2)	Includes $74 million of deferred foreign tax credits associated with the federal income tax on unremitted tax earnings and profit pools that will begin to be creditable and expire 10 years after the date the foreign earnings are repatriated through actual or deemed dividends. As of December 31, 2014 the statute of limitation had not begun on the foreign tax credit carryforwards.

The United States Internal Revenue Service has effectively settled its examination of the Company's income tax returns through December 31, 2009. Most state tax agencies have closed their examinations of the Company's income tax returns through February 9, 2006, except for (i) Iowa, which is closed through December 31, 2012, (ii) Illinois, which is closed through December 31, 2008, and (iii) examinations of PacifiCorp's state returns, which have been closed through March 31, 2006 (except for the December 1995 and 1997 tax years in Utah and the March 2004, 2005 and 2006 tax years in Colorado and Utah). Examinations have been closed in the United Kingdom through at least 2010 and in the Philippines through at least 2010.

134

A reconciliation of the beginning and ending balances of the Company's net unrecognized tax benefits is as follows for the years ended December 31 (in millions):



	2014			2013

Beginning balance	$	211		$	223
Additions based on tax positions related to the current year	11			18
Additions for tax positions of prior years	48			80
Reductions for tax positions of prior years	(50		)	(106		)
Statute of limitations	(1		)	4
Settlements	—			(10		)
Interest and penalties	1			2
Ending balance	$	220		$	211

As of December 31, 2014 and 2013 , the Company had unrecognized tax benefits totaling $188 million and $179 million , respectively, that if recognized, would have an impact on the effective tax rate. The remaining unrecognized tax benefits relate to tax positions for which ultimate deductibility is highly certain but for which there is uncertainty as to the timing of such deductibility. Recognition of these tax benefits, other than applicable interest and penalties, would not affect the Company's effective income tax rate.

( 12 ) Employee Benefit Plans

Defined Benefit Plans

Domestic Operations

The Utilities sponsor defined benefit pension plans that cover a majority of all employees of BHE and its domestic energy subsidiaries. These pension plans include noncontributory defined benefit pension plans, supplemental executive retirement plans ("SERP") and a restoration plan for certain executives of NV Energy. The Utilities also provide certain postretirement healthcare and life insurance benefits through various plans to eligible retirees.

Net Periodic Benefit Cost

For purposes of calculating the expected return on plan assets, a market-related value is used. The market-related value of plan assets is calculated by spreading the difference between expected and actual investment returns over a five-year period beginning after the first year in which they occur.

Net periodic benefit cost for the plans included the following components for the years ended December 31 (in millions):



	Pension									Other Postretirement
	2014			2013			2012			2014			2013			2012

Service cost	$	36		$	24		$	25		$	14		$	14		$	11
Interest cost	131			87			98			46			33			36
Expected return on plan assets	(164		)	(119		)	(119		)	(53		)	(44		)	(43		)
Net amortization	44			58			37			(3		)	6			1
Net periodic benefit cost	$	47		$	50		$	41		$	4		$	9		$	5

135

Funded Status

The following table is a reconciliation of the fair value of plan assets for the years ended December 31 (in millions):



	Pension						Other Postretirement
	2014			2013			2014			2013

Plan assets at fair value, beginning of year	$	2,711		$	1,655		$	852		$	650
NV Energy Transaction	—			818			—			110
Employer contributions	37			71			2			8
Participant contributions	—			—			11			8
Actual return on plan assets	188			359			54			127
Benefits paid	(218		)	(192		)	(61		)	(51		)
Plan assets at fair value, end of year	$	2,718		$	2,711		$	858		$	852

The following table is a reconciliation of the benefit obligations for the years ended December 31 (in millions):



	Pension						Other Postretirement
	2014			2013			2014			2013

Benefit obligation, beginning of year	$	2,821		$	2,237		$	987		$	845
NV Energy Transaction	—			823			—			154
Service cost	36			24			14			14
Interest cost	131			87			46			33
Participant contributions	—			—			11			8
Actuarial loss (gain)	349			(158		)	(61		)	(16		)
Benefits paid	(218		)	(192		)	(61		)	(51		)
Benefit obligation, end of year	$	3,119		$	2,821		$	936		$	987
Accumulated benefit obligation, end of year	$	3,086		$	2,747

In conjunction with the Utah Mine Disposition described in Note 6 , in December 2014, Energy West Mining Company reached a labor settlement with the UMWA covering union employees at PacifiCorp’s Deer Creek mining operations. As a result of the labor settlement, the UMWA agreed to assume PacifiCorp's other postretirement benefit obligation associated with UMWA plan participants in exchange for PacifiCorp transferring $150 million to the UMWA. Transfer of the assets to the UMWA and settlement of this obligation is expected to occur in June 2015, which will result in a remeasurement of the other postretirement plan assets and benefit obligation. No curtailment accounting will be triggered as a result of the settlement due to an insignificant impact to the average remaining service lives in the plan. The actuarial gain associated with the other postretirement benefit obligation during the year ended December 31, 2014 includes a gain that reduced the benefit obligation resulting from the $150 million to be transferred to the UMWA in June 2015 as a result of the contractually binding labor settlement.

136

The funded status of the plans and the amounts recognized on the Consolidated Balance Sheets as of December 31 are as follows (in millions):



	Pension						Other Postretirement
	2014			2013			2014			2013

Plan assets at fair value, end of year	$	2,718		$	2,711		$	858		$	852
Benefit obligation, end of year	3,119			2,821			936			987
Funded status	$	(401	)	$	(110	)	$	(78	)	$	(135	)

Amounts recognized on the Consolidated Balance Sheets:
Other assets	$	12		$	98		$	10		$	21
Other current liabilities	(14		)	(19		)	—			—
Other long-term liabilities	(399		)	(189		)	(88		)	(156		)
Amounts recognized	$	(401	)	$	(110	)	$	(78	)	$	(135	)

The SERPs and restoration plan have no plan assets; however, the Company has Rabbi trusts that hold corporate-owned life insurance and other investments to provide funding for the future cash requirements of the SERPs and restoration plan. The cash surrender value of all of the policies included in the Rabbi trusts, net of amounts borrowed against the cash surrender value, plus the fair market value of other Rabbi trust investments, was $247 million and $235 million as of December 31, 2014 and 2013 , respectively. These assets are not included in the plan assets in the above table, but are reflected in noncurrent investments and restricted cash and investments on the Consolidated Balance Sheets.

The fair value of plan assets, projected benefit obligation and accumulated benefit obligation for (1) pension and other postretirement benefit plans with a projected benefit obligation in excess of the fair value of plan assets and (2) pension plans with an accumulated benefit obligation in excess of the fair value of plan assets as of December 31 are as follows (in millions):



	Pension				Other Postretirement
	2014		2013		2014		2013

Fair value of plan assets	$	1,987	$	1,171	$	598	$	596

Projected benefit obligation	$	2,401	$	1,379	$	686	$	751

Accumulated benefit obligation	$	2,380	$	1,374

Unrecognized Amounts

The portion of the funded status of the plans not yet recognized in net periodic benefit cost as of December 31 is as follows (in millions):



	Pension						Other Postretirement
	2014			2013			2014			2013

Net loss	$	757		$	487		$	108		$	183
Prior service credit	(31		)	(42		)	(87		)	(102		)
Regulatory deferrals	(3		)	(4		)	2			2
Total	$	723		$	441		$	23		$	83

137

A reconciliation of the amounts not yet recognized as components of net periodic benefit cost for the years ended December 31, 2014 and 2013 is as follows (in millions):



							Accumulated
							Other
	Regulatory			Regulatory			Comprehensive
	Asset			Liability			Loss			Total
Pension
Balance, December 31, 2012	$	712		$	—		$	25		$	737
NV Energy acquisition	161			—			—			161
Net gain arising during the year	(334		)	(51		)	(14		)	(399		)
Net amortization	(49		)	(7		)	(2		)	(58		)
Total	(222		)	(58		)	(16		)	(296		)
Balance, December 31, 2013	490			(58		)	9			441
Net loss arising during the year	258			52			16			326
Net amortization	(38		)	—			(6		)	(44		)
Total	220			52			10			282
Balance, December 31, 2014	$	710		$	(6	)	$	19		$	723



	Regulatory			Regulatory
	Asset			Liability			Total
Other Postretirement
Balance, December 31, 2012	$	188		$	(13	)	$	175
NV Energy Acquisition	12			—			12
Net gain arising during the year	(94		)	(4		)	(98		)
Net amortization	(7		)	1			(6		)
Total	(89		)	(3		)	(92		)
Balance, December 31, 2013	99			(16		)	83
Net (gain) loss arising during the year	(64		)	1			(63		)
Net amortization	2			1			3
Total	(62		)	2			(60		)
Balance, December 31, 2014	$	37		$	(14	)	$	23

The net loss, prior service credit and regulatory deferrals that will be amortized in 2015 into net periodic benefit cost are estimated to be as follows (in millions):



	Net		Prior Service			Regulatory
	Loss		Credit			Deferrals			Total

Pension	$	65	$	(10	)	$	(1	)	$	54
Other postretirement	4		(16		)	1			(11		)
Total	$	69	$	(26	)	$	—		$	43

138

Plan Assumptions

Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost were as follows:



	Pension						Other Postretirement
	2014		2013		2012		2014		2013		2012

Benefit obligations as of December 31:
Discount rate	4.00	%	4.81	%	4.03	%	3.88	%	4.82	%	4.01	%
Rate of compensation increase	2.75	%	3.00	%	3.00	%	N/A		N/A		N/A

Net periodic benefit cost for the years ended December 31:
Discount rate	4.81	%	4.03	%	4.84	%	4.82	%	4.01	%	4.90	%
Expected return on plan assets	6.86	%	7.50	%	7.50	%	7.34	%	7.44	%	7.50	%
Rate of compensation increase	3.00	%	3.00	%	3.50	%	N/A		N/A		N/A

In establishing its assumption as to the expected return on plan assets, the Company utilizes the expected asset allocation and return assumptions for each asset class based on historical performance and forward-looking views of the financial markets.



	2014		2013
Assumed healthcare cost trend rates as of December 31:
Healthcare cost trend rate assumed for next year	8.00	%	7.88	%
Rate that the cost trend rate gradually declines to	5.00	%	4.96	%
Year that the rate reaches the rate it is assumed to remain at	2025		2019, 2029

A one percentage-point change in assumed healthcare cost trend rates would have the following effects (in millions):



	One Percentage-Point
	Increase		Decrease
Increase (decrease) in:
Total service and interest cost for the year ended December 31, 2014	$	4	$	(3	)
Other postretirement benefit obligation as of December 31, 2014	7		(6		)

Contributions and Benefit Payments

Employer contributions to the pension and other postretirement benefit plans are expected to be $34 million and $- million, respectively, during 2015 . Funding to the established pension trusts is based upon the actuarially determined costs of the plans and the requirements of the Internal Revenue Code, the Employee Retirement Income Security Act of 1974 and the Pension Protection Act of 2006, as amended. The Company considers contributing additional amounts from time to time in order to achieve certain funding levels specified under the Pension Protection Act of 2006, as amended. The Company's funding policy for its other postretirement benefit plans is to generally contribute an amount equal to the net periodic benefit cost.

139

The expected benefit payments to participants in the Company's pension and other postretirement benefit plans for 2015 through 2019 and for the five years thereafter are summarized below (in millions):



	Projected Benefit
	Payments
			Other
	Pension		Postretirement

2015	$	216	$	210
2016	225		56
2017	223		56
2018	225		58
2019	225		58
2020-2024	1,073		283

Projected benefit payments for the other postretirement plan in 2015 include the $150 million to be transferred to the UMWA in June 2015 as a result of the contractually binding labor settlement with the UMWA.

Plan Assets

Investment Policy and Asset Allocations

The Company's investment policy for its pension and other postretirement benefit plans is to balance risk and return through a diversified portfolio of debt securities, equity securities and other alternative investments. Maturities for debt securities are managed to targets consistent with prudent risk tolerances. The plans retain outside investment advisors to manage plan investments within the parameters outlined by each plan's Pension and Employee Benefits Plans Administrative Committee. The investment portfolio is managed in line with the investment policy with sufficient liquidity to meet near-term benefit payments. The return on assets assumption for each plan is based on a weighted-average of the expected historical performance for the types of assets in which the plans invest.

The target allocations (percentage of plan assets) for the Company's pension and other postretirement benefit plan assets are as follows as of December 31, 2014 :



		Other
	Pension	Postretirement
	%	%
PacifiCorp:
Debt securities ⁽¹⁾	33-37	33-37
Equity securities ⁽¹⁾	53-57	61-65
Limited partnership interests	8-12	1-3
Other	0-1	0-1

MidAmerican Energy:
Debt securities ⁽¹⁾	20-40	25-45
Equity securities ⁽¹⁾	60-80	50-80
Real estate funds	2-8	—
Other	0-5	0-5

NV Energy:
Debt securities ⁽¹⁾	53-77	40
Equity securities ⁽¹⁾	23-47	60


(1)	For purposes of target allocation percentages and consistent with the plans' investment policy, investment funds are allocated based on the underlying investments in debt and equity securities.

140

Fair Value Measurements

The following table presents the fair value of plan assets, by major category, for the Company's defined benefit pension plans (in millions):



	Input Levels for Fair Value Measurements ⁽¹⁾
	Level 1		Level 2		Level 3		Total
As of December 31, 2014
Cash equivalents	$	15	$	54	$	—	$	69
Debt securities:
United States government obligations	166		—		—		166
International government obligations	—		11		—		11
Corporate obligations	—		268		—		268
Municipal obligations	—		27		—		27
Agency, asset and mortgage-backed obligations	—		94		—		94
Equity securities:
United States companies	698		—		—		698
International companies	122		—		—		122
Investment funds ⁽²⁾	301		852		—		1,153
Limited partnership interests ⁽³⁾	—		—		70		70
Real estate funds	—		—		40		40
Total	$	1,302	$	1,306	$	110	$	2,718

As of December 31, 2013
Cash equivalents	$	2	$	78	$	—	$	80
Debt securities:
United States government obligations	129		—		—		129
International government obligations	—		4		—		4
Corporate obligations	—		242		—		242
Municipal obligations	—		28		—		28
Agency, asset and mortgage-backed obligations	—		132		—		132
Equity securities:
United States companies	709		—		—		709
International companies	133		—		—		133
Investment funds ⁽²⁾	320		817		—		1,137
Limited partnership interests ⁽³⁾	—		—		86		86
Real estate funds	—		—		31		31
Total	$	1,293	$	1,301	$	117	$	2,711


(1)	Refer to Note 15 for additional discussion regarding the three levels of the fair value hierarchy.

(2)

Investment funds are comprised of mutual funds and collective trust funds. These funds consist of equity and debt securities of approximately 61% and 39% , respectively, for 2014 and 60% and 40% , respectively, for 2013 . Additionally, these funds are invested in United States and international securities of approximately 64% and 36% , respectively, for 2014 and 65% and 35% , respectively, for 2013 .


(3)	Limited partnership interests include several funds that invest primarily in buyout, growth equity and venture capital.

141

The following table presents the fair value of plan assets, by major category, for the Company's defined benefit other postretirement plans (in millions):



	Input Levels for Fair Value Measurements ⁽¹⁾
	Level 1		Level 2		Level 3		Total
As of December 31, 2014
Cash equivalents ⁽²⁾	$	145	$	1	$	—	$	146
Debt securities:
United States government obligations	17		—		—		17
Corporate obligations	—		34		—		34
Municipal obligations	—		43		—		43
Agency, asset and mortgage-backed obligations	—		31		—		31
Equity securities:
United States companies	243		—		—		243
International companies	6		—		—		6
Investment funds ⁽³⁾	202		131		—		333
Limited partnership interests ⁽⁴⁾	—		—		5		5
Total	$	613	$	240	$	5	$	858

As of December 31, 2013
Cash equivalents	$	5	$	4	$	—	$	9
Debt securities:
United States government obligations	11		—		—		11
Corporate obligations	—		18		—		18
Municipal obligations	—		38		—		38
Agency, asset and mortgage-backed obligations	—		19		—		19
Equity securities:
United States companies	294		—		—		294
International companies	8		—		—		8
Investment funds ⁽³⁾	296		153		—		449
Limited partnership interests ⁽⁴⁾	—		—		6		6
Total	$	614	$	232	$	6	$	852


(1)	Refer to Note 15 for additional discussion regarding the three levels of the fair value hierarchy.


(2)	In December 2014, PacifiCorp began to migrate funds to cash and cash equivalents in anticipation of the $150 million to be transferred to the UMWA in June 2015 as a result of the other postretirement settlement. Remaining investments were rebalanced to align to PacifiCorp's target investment allocations.

(3)

Investment funds are comprised of mutual funds and collective trust funds. These funds consist of equity and debt securities of approximately 63% and 37% , respectively, for 2014 and 57% and 43% , respectively, for 2013 . Additionally, these funds are invested in United States and international securities of approximately 69% and 31% , respectively, for 2014 and 72% and 28% , respectively, for 2013 .


(4)	Limited partnership interests include several funds that invest primarily in buyout, growth equity and venture capital.

When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics. When observable market data is not available, the fair value is determined using unobservable inputs, such as estimated future cash flows, purchase multiples paid in other comparable third-party transactions or other information. Investments in limited partnerships are valued at estimated fair value based on the Plan's proportionate share of the partnerships' fair value as recorded in the partnerships' most recently available financial statements adjusted for recent activity and forecasted returns. The fair values recorded in the partnerships' financial statements are generally determined based on closing public market prices for publicly traded securities and as determined by the general partners for other investments based on factors including estimated future cash flows, purchase multiples paid in other comparable third-party transactions, comparable public company trading multiples and other information. The real estate funds determine fair value of their underlying assets using independent appraisals given there is no current liquid market for the underlying assets.

142

The following table reconciles the beginning and ending balances of the Company's plan assets measured at fair value using significant Level 3 inputs for the years ended December 31 (in millions):



						Other
	Pension					Postretirement-
	Limited			Real		Limited
	Partnership			Estate		Partnership
	Interests			Funds		Interests

Balance, December 31, 2011	$	71		$	24	$	6
Actual return on plan assets still held at period end	7			2		1
Purchases, sales, distributions and settlements	18			—		—
Balance, December 31, 2012	96			26		7
Actual return on plan assets still held at period end	16			5		1
Purchases, sales, distributions and settlements	(26		)	—		(2		)
Balance, December 31, 2013	86			31		6
Actual return on plan assets still held at period end	(1		)	4		—
Purchases, sales, distributions and settlements	(15		)	5		(1		)
Balance, December 31, 2014	$	70		$	40	$	5

Foreign Operations

Certain wholly-owned subsidiaries of Northern Powergrid participate in the Northern Powergrid group of the United Kingdom industry-wide Electricity Supply Pension Scheme (the "UK Plan"), which provides pension and other related defined benefits, based on final pensionable pay, to the majority of the employees of Northern Powergrid . The UK Plan is closed to employees hired after July 23, 1997. Employees hired after that date are covered by a defined contribution plan sponsored by a wholly-owned subsidiary of Northern Powergrid .

Net Periodic Benefit Cost

For purposes of calculating the expected return on pension plan assets, a market-related value is used. The market-related value of plan assets is calculated by spreading the difference between expected and actual investment returns over a five-year period beginning after the first year in which they occur.

Net periodic benefit cost for the UK Plan included the following components for the years ended December 31 (in millions):



	2014			2013			2012

Service cost	$	24		$	22		$	19
Interest cost	95			85			85
Expected return on plan assets	(124		)	(101		)	(104		)
Net amortization	51			53			43
Net periodic benefit cost	$	46		$	59		$	43

143

Funded Status

The following table is a reconciliation of the fair value of plan assets for the years ended December 31 (in millions):



	2014			2013

Plan assets at fair value, beginning of year	$	2,177		$	1,996
Employer contributions	89			79
Participant contributions	2			3
Actual return on plan assets	337			138
Benefits paid	(92		)	(83		)
Foreign currency exchange rate changes	(145		)	44
Plan assets at fair value, end of year	$	2,368		$	2,177

The following table is a reconciliation of the benefit obligation for the years ended December 31 (in millions):



	2014			2013

Benefit obligation, beginning of year	$	2,185		$	2,047
Service cost	24			22
Interest cost	95			85
Participant contributions	2			3
Actuarial loss	205			70
Benefits paid	(92		)	(83		)
Foreign currency exchange rate changes	(140		)	41
Benefit obligation, end of year	$	2,279		$	2,185
Accumulated benefit obligation, end of year	$	2,019		$	1,917

The funded status of the UK Plan and the amounts recognized on the Consolidated Balance Sheets as of December 31 are as follows (in millions):



	2014		2013

Plan assets at fair value, end of year	$	2,368	$	2,177
Benefit obligation, end of year	2,279		2,185
Funded status	$	89	$	(8	)

Amounts recognized on the Consolidated Balance Sheets:
Other assets	$	89	$	—
Other long-term liabilities	—		(8		)
Amounts recognized	$	89	$	(8	)

Unrecognized Amounts

The portion of the funded status of the UK Plan not yet recognized in net periodic benefit cost as of December 31 is as follows (in millions):



	2014		2013

Net loss	$	655	$	750
Prior service cost	—		1
Total	$	655	$	751

144

A reconciliation of the amounts not yet recognized as components of net periodic benefit cost, which are included in accumulated other comprehensive loss on the Consolidated Balance Sheets, for the years ended December 31 is as follows (in millions):



	2014			2013

Balance, beginning of year	$	751		$	759
Net (gain) loss arising during the year	(8		)	32
Net amortization	(51		)	(53		)
Foreign currency exchange rate changes	(37		)	13
Total	(96		)	(8		)
Balance, end of year	$	655		$	751

The net loss that will be amortized from accumulated other comprehensive loss in 2015 into net periodic benefit cost is estimated to be $63 million .

Plan Assumptions

Assumptions used to determine benefit obligations and net periodic benefit cost were as follows:



	2014		2013		2012

Benefit obligations as of December 31:
Discount rate	3.60	%	4.40	%	4.40	%
Rate of compensation increase	2.80	%	3.15	%	2.80	%
Rate of future price inflation	2.80	%	3.15	%	2.80	%

Net periodic benefit cost for the years ended December 31:
Discount rate	4.40	%	4.40	%	4.80	%
Expected return on plan assets	6.10	%	5.70	%	6.10	%
Rate of compensation increase	3.15	%	2.80	%	2.80	%
Rate of future price inflation	3.15	%	2.80	%	2.80	%

Contributions and Benefit Payments

Employer contributions to the UK Plan are expected to be £50 million during 2015 . The expected benefit payments to participants in the UK Plan for 2015 through 2019 and for the five years thereafter, using the foreign currency exchange rate as of December 31, 2014 , are summarized below (in millions):



2015	$	89
2016	91
2017	93
2018	95
2019	97
2020-2024	553

Plan Assets

Investment Policy and Asset Allocations

The investment policy for the UK Plan is to balance risk and return through a diversified portfolio of debt securities, equity securities and real estate. Maturities for debt securities are managed to targets consistent with prudent risk tolerances. The UK Plan retains outside investment advisors to manage plan investments within the parameters set by the trustees of the UK Plan in consultation with Northern Powergrid . The investment portfolio is managed in line with the investment policy with sufficient liquidity to meet near-term benefit payments. The return on assets assumption is based on a weighted-average of the expected historical performance for the types of assets in which the UK Plan invests.

145

The target allocations (percentage of plan assets) for the UK Plan assets are as follows as of December 31, 2014 :



	%
Debt securities ⁽¹⁾	50-55
Equity securities ⁽¹⁾	35-40
Real estate funds	5-15


(1)	For purposes of target allocation percentages and consistent with the plans' investment policy, investment funds have been allocated based on the underlying investments in debt and equity securities.

Fair Value Measurements

The following table presents the fair value of the UK Plan assets, by major category, (in millions):



	Input Levels for Fair Value Measurements ⁽¹⁾
	Level 1		Level 2		Level 3		Total
As of December 31, 2014
Cash equivalents	$	43	$	—	$	—	$	43
Debt securities:
United Kingdom government obligations	452		—		—		452
Other international government obligations	—		14		—		14
Corporate obligations	—		196		—		196
Investment funds ⁽²⁾	114		1,350		—		1,464
Real estate funds	—		—		199		199
Total	$	609	$	1,560	$	199	$	2,368

As of December 31, 2013
Cash equivalents	$	23	$	—	$	—	$	23
Debt securities:
United States government obligations	5		—		—		5
United Kingdom government obligations	375		—		—		375
Other international government obligations	—		2		—		2
Corporate obligations	—		206		—		206
Investment funds ⁽²⁾	122		1,265		—		1,387
Real estate funds	—		—		179		179
Total	$	525	$	1,473	$	179	$	2,177


(1)	Refer to Note 15 for additional discussion regarding the three levels of the fair value hierarchy.


(2)	Investment funds are comprised of mutual funds and collective trust funds. These funds consist of equity and debt securities of approximately 44% and 56% , respectively, for 2014 and 45% and 55% , respectively, for 2013 .

The fair value of the UK Plan's assets are determined similar to the plan assets of the domestic plans as previously discussed.

The following table reconciles the beginning and ending balances of the UK Plan assets measured at fair value using significant Level 3 inputs for the years ended December 31 (in millions):



	Real Estate Funds
	2014			2013		2012

Beginning balance	$	179		$	163	$	158
Actual return on plan assets still held at period end	33			12		(3		)
Foreign currency exchange rate changes	(13		)	4		8
Ending balance	$	199		$	179	$	163

146

Defined Contribution Plans

The Company sponsors various defined contribution plans covering substantially all employees. The Company's contributions vary depending on the plan, but are based primarily on each participant's level of contribution and cannot exceed the maximum allowable for tax purposes. Certain employees now receive enhanced benefits in these plans and no longer accrue benefits in the noncontributory defined benefit pension plans. The Company's contributions to these plans were $83 million , $63 million and $62 million for the years ended December 31, 2014 , 2013 and 2012 , respectively.


( 13 )	Asset Retirement Obligations

The Company estimates its ARO liabilities based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at a credit-adjusted, risk-free rate. Changes in estimates could occur for a number of reasons, including changes in laws and regulations, plan revisions, inflation and changes in the amount and timing of the expected work.

The Company does not recognize liabilities for AROs for which the fair value cannot be reasonably estimated. Due to the indeterminate removal date, the fair value of the associated liabilities on certain generation, transmission, distribution and other assets cannot currently be estimated, and no amounts are recognized on the Consolidated Financial Statements other than those included in the cost of removal regulatory liability established via approved depreciation rates in accordance with accepted regulatory practices. These accruals totaled $2.2 billion and $2.0 billion as of December 31, 2014 and 2013 , respectively.

The following table presents the Company's ARO liabilities by asset type as of December 31 (in millions):



	2014		2013

Fossil fuel facilities	$	334	$	315
Quad Cities Station	265		254
Wind generating facilities	75		59
Offshore pipeline facilities	31		35
Solar generating facilities	9		5
Other	39		28
Total asset retirement obligations	$	753	$	696

Quad Cities Station nuclear decommissioning trust funds	$	424	$	394

The following table reconciles the beginning and ending balances of the Company's ARO liabilities for the years ended December 31 (in millions):



	2014			2013

Beginning balance	$	696		$	490
Acquisitions	12			80
Change in estimated costs	3			88
Additions	15			18
Retirements	(8		)	(6		)
Accretion	35			26
Ending balance	$	753		$	696

Reflected as:
Other current liabilities	$	66		$	18
Other long-term liabilities	687			678
Total ARO liability	$	753		$	696

147

The Nuclear Regulatory Commission regulates the decommissioning of nuclear power plants, which includes the planning and funding for the decommissioning. In accordance with these regulations, MidAmerican Energy submits a biennial report to the Nuclear Regulatory Commission providing reasonable assurance that funds will be available to pay for its share of the Quad Cities Station decommissioning. The decommissioning costs are included in base rates in MidAmerican Energy's Iowa tariffs.

The 2013 change in estimated costs is primarily due to an increase of $98 million in ARO liabilities as a result of changes in the amount and timing of cash flow for ash pond closures at some of MidAmerican Energy's thermal generating facilities.

Certain of the Company's decommissioning and reclamation obligations relate to jointly owned facilities and mine sites, and as such, each subsidiary is committed to pay a proportionate share of the decommissioning or reclamation costs. In the event of a default by any of the other joint participants, the respective subsidiary may be obligated to absorb, directly or by paying additional sums to the entity, a proportionate share of the defaulting party's liability. The Company's estimated share of the decommissioning and reclamation obligations are primarily recorded as ARO liabilities.

In December 2014, the Environmental Protection Agency released its final rule regulating the management and disposal of coal combustion byproducts resulting from the operation of coal-fueled generating facilities, including requirements for the operation and closure of surface impoundment and ash landfill facilities. The final rule will be effective 180 days after it is published in the Federal Register. Under the final rule, surface impoundments and landfills utilized for coal combustion byproducts may need to be closed unless they can meet the more stringent regulatory requirements. The Company is currently evaluating the requirements and costs of the new rule and cannot determine the impact on its ARO liabilities at this time.

( 14 ) Risk Management and Hedging Activities

Each of the Company's business platforms has established a risk management process that is designed to identify, assess, monitor, report, manage and mitigate each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, the Company uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. The Company manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, the Company may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, forward sale commitments, or mortgage interest rate lock commitments, to mitigate the Company's exposure to interest rate risk. The Company does not hedge all of its commodity price, interest rate and foreign currency exchange rate risks, thereby exposing the unhedged portion to changes in market prices.

There have been no significant changes in the Company's accounting policies related to derivatives. Refer to Notes 2 , 6 and 15 for additional information on derivative contracts.

148

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of the Company's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Consolidated Balance Sheets (in millions):



	Other					Other			Other
	Current			Other		Current			Long-term
	Assets			Assets		Liabilities			Liabilities			Total
As of December 31, 2014
Not designated as hedging contracts:
Commodity assets ⁽¹⁾	$	47		$	66	$	21		$	1		$	135
Commodity liabilities ⁽¹⁾	(11		)	—		(146		)	(134		)	(291		)
Interest rate assets	4			—		—			—			4
Interest rate liabilities	—			—		(2		)	(4		)	(6		)
Total	40			66		(127		)	(137		)	(158		)

Designated as hedging contracts:
Commodity assets	1			—		5			2			8
Commodity liabilities	—			—		(27		)	(17		)	(44		)
Interest rate assets	—			1		—			—			1
Interest rate liabilities	—			—		(4		)	—			(4		)
Total	1			1		(26		)	(15		)	(39		)

Total derivatives	41			67		(153		)	(152		)	(197		)
Cash collateral (payable) receivable	—			—		56			19			75
Total derivatives - net basis	$	41		$	67	$	(97	)	$	(133	)	$	(122	)



As of December 31, 2013
Not designated as hedging contracts:
Commodity assets ⁽¹⁾	$	16		$	62		$	18		$	2		$	98
Commodity liabilities ⁽¹⁾	(2		)	(1		)	(78		)	(145		)	(226		)
Interest rate assets	3			5			—			—			8
Interest rate liabilities	—			—			(1		)	—			(1		)
Total	17			66			(61		)	(143		)	(121		)

Designated as hedging contracts:
Commodity assets	1			—			1			—			2
Commodity liabilities	(1		)	—			(5		)	(8		)	(14		)
Interest rate assets	—			6			—			—			6
Interest rate liabilities	—			—			(6		)	—			(6		)
Total	—			6			(10		)	(8		)	(12		)

Total derivatives	17			72			(71		)	(151		)	(133		)
Cash collateral receivable	(2		)	—			1			13			12
Total derivatives - net basis	$	15		$	72		$	(70	)	$	(138	)	$	(121	)


(1)	The Company's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of December 31, 2014 and 2013 , a net regulatory asset of $223 million and $182 million , respectively, was recorded related to the net derivative liability of $156 million and $128 million , respectively.

149

Not Designated as Hedging Contracts

The following table reconciles the beginning and ending balances of the Company's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings for the years ended December 31 (in millions):



	Commodity Derivatives
	2014			2013			2012

Beginning balance	$	182		$	235		$	400
NV Energy Transaction	—			47			—
Changes in fair value recognized in net regulatory assets	96			29			69
Net (losses) gains reclassified to operating revenue	(32		)	8			63
Net losses reclassified to cost of sales	(23		)	(137		)	(297		)
Ending balance	$	223		$	182		$	235

Designated as Hedging Contracts

The Company uses commodity derivative contracts accounted for as cash flow hedges to hedge electricity and natural gas commodity prices for delivery to nonregulated customers, spring operational sales, natural gas storage and other transactions. The following table reconciles the beginning and ending balances of the Company's AOCI (pre-tax) and summarizes pre-tax gains and losses on commodity derivative contracts designated and qualifying as cash flow hedges recognized in OCI, as well as amounts reclassified to earnings for the years ended December 31 (in millions):



	Commodity Derivatives
	2014			2013			2012

Beginning balance	$	12		$	32		$	46
Changes in fair value recognized in OCI	(6		)	(9		)	20
Net gains reclassified to operating revenue	—			—			4
Net gains (losses) reclassified to cost of sales	26			(11		)	(38		)
Ending balance	$	32		$	12		$	32

Certain derivative contracts, principally interest rate locks, have settled and the fair value at the date of settlement remains in AOCI and is recognized in earnings when the forecasted transactions impact earnings. Realized gains and losses on hedges and hedge ineffectiveness are recognized in income as operating revenue, cost of sales, operating expense or interest expense depending upon the nature of the item being hedged. For the years ended December 31, 2014 , 2013 and 2012 , hedge ineffectiveness was insignificant . As of December 31, 2014 , the Company had cash flow hedges with expiration dates extending through December 2019 and $22 million of pre-tax unrealized losses are forecasted to be reclassified from AOCI into earnings over the next twelve months as contracts settle.

Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding derivative contracts with fixed price terms that comprise the mark-to-market values as of December 31 (in millions):



	Unit of
	Measure	2014		2013
Electricity purchases (sales)	Megawatt hours	6		(5	)
Natural gas purchases	Decatherms	308		322
Fuel purchases	Gallons	2		9
Interest rate swaps	US$	443		650
Mortgage sale commitments, net	US$	(264	)	(121	)

150

Credit Risk

Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the three recognized credit rating agencies. These derivative contracts may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," or in some cases terminate the contract, in the event of a material adverse change in creditworthiness. These rights can vary by contract and by counterparty. As of December 31, 2014 , the applicable credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of the Company's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $243 million and $176 million as of December 31, 2014 and 2013 , respectively, for which the Company had posted collateral of $28 million and $12 million , respectively, in the form of cash deposits. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of December 31, 2014 and 2013 , the Company would have been required to post $182 million and $147 million , respectively, of additional collateral. The Company's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors.

( 15 ) Fair Value Measurements

The carrying value of the Company's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. The Company has various financial assets and liabilities that are measured at fair value on the Consolidated Financial Statements using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:


•	Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•

Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).


•	Level 3 - Unobservable inputs reflect the Company's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Company develops these inputs based on the best information available, including its own data.

151

The following table presents the Company's assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):



	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other ⁽¹⁾			Total
As of December 31, 2014
Assets:
Commodity derivatives	$	1		$	48		$	94		$	(40	)	$	103
Interest rate derivatives	—			5			—			—			5
Mortgage loans held for sale	—			279			—			—			279
Money market mutual funds ⁽²⁾	320			—			—			—			320
Debt securities:
United States government obligations	136			—			—			—			136
International government obligations	—			1			—			—			1
Corporate obligations	—			39			—			—			39
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			45			—			45
Equity securities:
United States companies	238			—			—			—			238
International companies	886			—			—			—			886
Investment funds	137			—			—			—			137
	$	1,718		$	376		$	139		$	(40	)	$	2,193
Liabilities:
Commodity derivatives	$	(18	)	$	(274	)	$	(43	)	$	115		$	(220	)
Interest rate derivatives	—			(10		)	—			—			(10		)
	$	(18	)	$	(284	)	$	(43	)	$	115		$	(230	)



As of December 31, 2013
Assets:
Commodity derivatives	$	3		$	28		$	69		$	(27	)	$	73
Interest rate derivatives	—			14			—			—			14
Mortgage loans held for sale	—			130			—			—			130
Money market mutual funds ⁽²⁾	809			—			—			—			809
Debt securities:
United States government obligations	134			—			—			—			134
International government obligations	—			1			—			—			1
Corporate obligations	—			38			—			—			38
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			44			—			44
Equity securities:
United States companies	214			—			—			—			214
International companies	1,107			—			—			—			1,107
Investment funds	114			—			—			—			114
	$	2,381		$	215		$	113		$	(27	)	$	2,682
Liabilities:
Commodity derivatives	$	(1	)	$	(230	)	$	(9	)	$	39		$	(201	)
Interest rate derivatives	—			(7		)	—			—			$	(7	)
	$	(1	)	$	(237	)	$	(9	)	$	39		$	(208	)

152


(1)	Represents netting under master netting arrangements and a net cash collateral receivable of $75 million and $12 million as of December 31, 2014 and 2013 , respectively.


(2)	Amounts are included in cash and cash equivalents; other current assets; and noncurrent investments and restricted cash and investments on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which the Company transacts. When quoted prices for identical contracts are not available, the Company uses forward price curves. Forward price curves represent the Company's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. The Company bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent brokers, exchanges, direct communication with market participants and actual transactions executed by the Company. Market price quotations are generally readily obtainable for the applicable term of the Company's outstanding derivative contracts; therefore, the Company's forward price curves reflect observable market quotes. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to the length of the contract. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, the Company uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 14 for further discussion regarding the Company's risk management and hedging activities.

The Company's mortgage loans held for sale are valued based on independent quoted market prices, where available, or the prices of other mortgage whole loans with similar characteristics. As necessary, these prices are adjusted for typical securitization activities, including servicing value, portfolio composition, market conditions and liquidity.

The Company's investments in money market mutual funds and debt and equity securities are stated at fair value and are primarily accounted for as available-for-sale securities. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics. The fair value of the Company's investments in auction rate securities, where there is no current liquid market, is determined using pricing models based on available observable market data and the Company's judgment about the assumptions, including liquidity and nonperformance risks, which market participants would use when pricing the asset.

The following table reconciles the beginning and ending balances of the Company's assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs for the years ended December 31 (in millions):



	Commodity Derivatives									Auction Rate Securities
	2014			2013			2012			2014		2013		2012

Beginning balance	$	60		$	32		$	23		$	44	$	41	$	35
Changes included in earnings	19			34			10			—		—		—
Changes in fair value recognized in OCI	—			(2		)	—			1		3		7
Changes in fair value recognized in net regulatory assets	5			1			(2		)	—		—		—
Purchases	1			4			27			—		—		—
Sales	—			—			—			—		—		(1		)
Settlements	1			(9		)	(26		)	—		—		—
Transfers from Level 2	(35		)	—			—			—		—		—
Ending balance	$	51		$	60		$	32		$	45	$	44	$	41

153

The Company's long-term debt is carried at cost on the Consolidated Financial Statements. The fair value of the Company's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of the Company's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of the Company's long-term debt as of December 31 (in millions):



	2014				2013
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value

Long-term debt	$	38,649	$	43,863	$	32,012	$	34,881

( 16 ) Commitments and Contingencies

Legal Matters

The Company is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company does not believe that such normal and routine litigation will have a material impact on its consolidated financial results. The Company is also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties and other costs in substantial amounts and are described below.

USA Power

In October 2005, prior to BHE 's ownership of PacifiCorp, PacifiCorp was added as a defendant to a lawsuit originally filed in February 2005 in the Third District Court of Salt Lake County, Utah ("Third District Court") by USA Power, LLC, USA Power Partners, LLC and Spring Canyon Energy, LLC (collectively, the "Plaintiff"). The Plaintiff's complaint alleged that PacifiCorp misappropriated confidential proprietary information in violation of Utah's Uniform Trade Secrets Act and accused PacifiCorp of breach of contract and related claims in regard to the Plaintiff's 2002 and 2003 proposals to build a natural gas-fueled generating facility in Juab County, Utah. In October 2007, the Third District Court granted PacifiCorp's motion for summary judgment on all counts and dismissed the Plaintiff's claims in their entirety. In a May 2010 ruling on the Plaintiff's petition for reconsideration, the Utah Supreme Court reversed summary judgment and remanded the case back to the Third District Court for further consideration. In May 2012, a jury awarded damages to the Plaintiff for breach of contract and misappropriation of a trade secret in the amounts of $18 million for actual damages and $113 million for unjust enrichment. In May 2012, the Plaintiff filed a motion seeking exemplary damages. Under the Utah Uniform Trade Secrets law, the judge may award exemplary damages in an additional amount not to exceed twice the original award. The Plaintiff also filed a motion to seek recovery of attorneys' fees in an amount equal to 40% of all amounts ultimately awarded in the case. In October 2012, PacifiCorp filed post-trial motions for a judgment notwithstanding the verdict and a new trial. As a result of a hearing in December 2012, the trial judge denied PacifiCorp's post-trial motions with the exception of reducing the aggregate amount of damages to $113 million . In January 2013, the Plaintiff filed a motion for prejudgment interest. An initial judgment was entered in April 2013 in which the trial judge denied the Plaintiff's motions for exemplary damages and prejudgment interest and ruled that PacifiCorp must pay the Plaintiff's attorneys' fees based on applying a reasonable rate to hours worked. In May 2013, a final judgment was entered against PacifiCorp in the amount of $115 million , which includes the $113 million of aggregate damages previously awarded and amounts awarded for the Plaintiff's attorneys' fees. The final judgment also ordered that postjudgment interest accrue beginning as of the date of the April 2013 initial judgment. In May 2013, PacifiCorp posted a surety bond issued by a subsidiary of Berkshire Hathaway to secure its estimated obligation. PacifiCorp strongly disagrees with the jury's verdict and is vigorously pursuing all appellate measures. Both PacifiCorp and the Plaintiff filed appeals with the Utah Supreme Court. Briefing before the Utah Supreme Court is complete and oral arguments will most likely be held in 2015. As of December 31, 2014 , PacifiCorp had accrued $119 million for the final judgment and postjudgment interest, and believes the likelihood of any additional material loss is remote; however, any additional awards against PacifiCorp could also have a material effect on the consolidated financial results. Any payment of damages will be at the end of the appeals process, which could take as long as several years.

154

Commitments

The Company has the following firm commitments that are not reflected on the Consolidated Balance Sheet. Minimum payments as of December 31, 2014 are as follows (in millions):



											2020 and
	2015		2016		2017		2018		2019		Thereafter		Total
Contract type:
Fuel, capacity and transmission contract commitments	$	2,327	$	1,765	$	1,553	$	1,216	$	1,140	$	8,777	$	16,778
Construction commitments	1,280		117		18		8		3		9		1,435
Operating leases and easements	143		120		102		84		67		861		1,377
Maintenance, service and other contracts	187		160		161		153		161		966		1,788
	$	3,937	$	2,162	$	1,834	$	1,461	$	1,371	$	10,613	$	21,378

Fuel, Capacity and Transmission Contract Commitments

The Utilities have fuel supply and related transportation and lime contracts for their coal- and natural gas-fueled generating facilities. The Utilities expect to supplement these contracts with additional contracts and spot market purchases to fulfill their future fossil fuel needs. The Utilities acquire a portion of their electricity through long-term purchases and exchange agreements. The Utilities have several power purchase agreements with wind-powered generating facilities that are not included in the table above as the payments are based on the amount of energy generated and there are no minimum payments. The Utilities also have contracts for the right to transmit electricity over other entities' transmission lines to facilitate delivery to their customers.

In 2012, MidAmerican Energy signed new long-term rail transportation contracts with BNSF Railway Company ("BNSF"), an affiliate company, and Union Pacific Railroad Company ("UP") for the transportation of coal to all of the MidAmerican Energy-operated coal-fueled generating facilities. These contracts replaced a long-term contract with UP that expired December 31, 2012. For the years ended December 31, 2014 and 2013 , $159 million and $174 million , respectively, were incurred for coal transportation services, the majority of which was related to the BNSF agreement.

Construction Commitments

The Company's firm construction commitments reflected in the table above include the following major construction projects:

•

The Topaz Project, which is a 550-MW solar project in California, and the Solar Star Projects, which are a combined 579-MW solar project in California, are in construction. BHE has committed to separately provide Topaz Solar Farms LLC and Solar Star Funding, LLC and its subsidiaries with equity to fund the costs of the projects in an amount up to $2.44 billion for the Topaz Project and $2.75 billion for the Solar Star Projects, less, among other things, the gross proceeds of long-term debt issuances, project revenue prior to completion and the total equity contributions made by BHE or its subsidiaries. As of December 31, 2014 , the remaining equity commitment for the Topaz Project is $142 million and for the Solar Star Projects is $802 million . If BHE does not maintain a minimum credit rating from two of the following three ratings agencies of at least BBB- from Standard & Poor's Ratings Services or Fitch Ratings or Baa3 from Moody's Investors Service, BHE's obligations under the equity commitment agreements would be supported by cash collateral or a letter of credit issued by a financial institution that meets certain minimum criteria specified in the financing documents. Upon reaching project construction completion and other requirements under each of the project documents, BHE will have no further obligation to make any equity contributions and any unused equity contribution obligations will be canceled under each project's respective equity commitment agreement.


•	PacifiCorp's costs associated with investments in emissions control equipment and certain transmission and distribution projects.


•	MidAmerican Energy's costs consist primarily of contracts for the construction of wind-powered generating facilities in 2015 and the construction in 2015 through 2017 of four Multi-Value Projects approved by the Midcontinent Independent System Operator, Inc. for high voltage transmission lines in Iowa and Illinois.

155

Operating Leases and Easements

The Company has non-cancelable operating leases primarily for office equipment, office space, certain operating facilities, land and rail cars. These leases generally require the Company to pay for insurance, taxes and maintenance applicable to the leased property. Certain leases contain renewal options for varying periods and escalation clauses for adjusting rent to reflect changes in price indices. The Company also has non-cancelable easements for land on which its wind-powered generating facilities are located. Rent expense on non-cancelable operating leases totaled $146 million for 2014 , $118 million for 2013 and $112 million for 2012 .

Maintenance, Service and Other Contracts

The Company has entered into service agreements related to its nonregulated solar and wind-powered projects with third parties to operate and maintain the projects under fixed-fee operating and maintenance agreements. Additionally, t he Company has various non-cancelable maintenance, service and other contracts primarily related to turbine and equipment maintenance and various other service agreements.

Environmental Laws and Regulations

The Company is subject to federal, state, local and foreign laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact the Company's current and future operations. The Company believes it is in material compliance with all applicable laws and regulations.

Hydroelectric Relicensing

PacifiCorp's Klamath hydroelectric system is currently operating under annual licenses with the FERC. In February 2010, PacifiCorp, the United States Department of the Interior, the United States Department of Commerce, the State of California, the State of Oregon and various other governmental and non-governmental settlement parties signed the Klamath Hydroelectric Settlement Agreement ("KHSA"). Among other things, the KHSA provides that the United States Department of the Interior conduct scientific and engineering studies to assess whether removal of the Klamath hydroelectric system's mainstem dams is in the public interest and will advance restoration of the Klamath Basin's salmonid fisheries. If it is determined that dam removal should proceed, dam removal is expected to commence no earlier than 2020.

Under the KHSA, PacifiCorp and its customers are protected from uncapped dam removal costs and liabilities. For dam removal to occur, federal legislation consistent with the KHSA must be enacted to provide, among other things, protection for PacifiCorp from all liabilities associated with dam removal activities. If Congress does not enact legislation, then PacifiCorp will resume relicensing with the FERC. In May 2014, a bill was introduced in the United States Senate that, if passed by both houses of Congress, would enact the KHSA and companion agreements that seek to resolve other water-related conflicts and restore habitat in the Klamath basin. A hearing on the bill before a Senate Energy and Natural Resources subcommittee was held in June 2014, and the bill was voted out of committee and referred to the full Senate for consideration in November 2014. However, the bill was not passed by Congress prior to the end of the 2014 session. In January 2015, the bill was re-introduced into Congress.

In addition, the KHSA limits PacifiCorp's contribution to dam removal costs to no more than $200 million , of which up to $184 million would be collected from PacifiCorp's Oregon customers with the remainder to be collected from PacifiCorp's California customers. Additional funding of up to $250 million for dam removal costs is to be provided by the State of California. California voters approved a water bond measure in November 2014 from which the State of California's contribution towards dam removal costs will be drawn. If dam removal costs exceed the combined funding that will be available from PacifiCorp's Oregon and California customers and the State of California, sufficient funds would need to be provided by an entity other than PacifiCorp in order for the KHSA and dam removal to proceed.

PacifiCorp has begun collection of surcharges from Oregon and California customers for their share of dam removal costs, as approved by the OPUC and the CPUC, and is depositing the proceeds into trust accounts maintained by the OPUC and the CPUC, respectively. PacifiCorp is authorized to collect the surcharges through 2019.

As of December 31, 2014 , PacifiCorp's assets included $92 million of costs associated with the Klamath hydroelectric system's mainstem dams and the associated relicensing and settlement costs, which are being depreciated and amortized in accordance with state regulatory approvals through either December 31, 2019 or December 31, 2022.

156

Hydroelectric Commitments

Certain of PacifiCorp's hydroelectric licenses contain requirements for PacifiCorp to make certain capital and operating expenditures related to its hydroelectric facilities. PacifiCorp estimates it is obligated to make capital expenditures of approximately $203 million over the next 10 years related to these licenses.

Guarantees

The Company has entered into guarantees as part of the normal course of business and the sale of certain assets. These guarantees are not expected to have a material impact on the Company's consolidated financial results.


( 17 )	BHE Shareholders' Equity

Common Stock

On March 14, 2000, and as amended on December 7, 2005, BHE 's shareholders entered into a Shareholder Agreement that provides specific rights to certain shareholders. One of these rights allows certain shareholders the ability to put their common shares back to BHE at the then current fair value dependent on certain circumstances controlled by BHE .

On December 19, 2013, Berkshire Hathaway and other existing shareholders invested $1.0 billion , in the aggregate, in 2,857,143 shares of BHE 's common stock in order to provide equity funding for the NV Energy Transaction (see Note 3 ). The per-share value assigned to the shares of common stock issued, which were effected pursuant to a private placement and were exempt from the registration requirements of the Securities Act of 1933, as amended, was based on a per share value as agreed to by BHE 's shareholders.

On February 17, 2015, BHE repurchased from certain family interests of Mr. Walter Scott, Jr. 75,000 shares of its common stock for $36 million .

Restricted Net Assets

BHE has maximum debt-to-total capitalization percentage restrictions imposed by its senior unsecured credit facilities expiring in June 2017 which, in certain circumstances, limit BHE 's ability to make cash dividends or distributions. As a result of this restriction, BHE has restricted net assets of $11.8 billion as of December 31, 2014 .

Certain of BHE 's subsidiaries have restrictions on their ability to dividend, loan or advance funds to BHE due to specific legal or regulatory restrictions, including, but not limited to, maximum debt-to-total capitalization percentages and commitments made to state commissions or federal agencies in connection with past acquisitions. As a result of these restrictions, BHE 's subsidiaries had restricted net assets of $17.4 billion as of December 31, 2014 .

157

( 18 ) Components of Accumulated Other Comprehensive Loss, Net

The following table shows the change in accumulated other comprehensive loss attributable to BHE shareholders by each component of other comprehensive income (loss), net of applicable income taxes, for the year ended December 31, (in millions):



													Accumulated
							Unrealized						Other
	Unrecognized			Foreign			Gains on			Unrealized			Comprehensive
	Amounts on			Currency			Available-			Gains on			Loss Attributable
	Retirement			Translation			For-Sale			Cash Flow			To BHE
	Benefits			Adjustment			Securities			Hedges			Shareholders, Net

Balance, December 31, 2011	$	(491	)	$	(307	)	$	142		$	15		$	(641	)
Other comprehensive (loss) income	(84		)	135			119			8			178
Balance, December 31, 2012	(575		)	(172		)	261			23			(463		)
Other comprehensive income	16			74			263			13			366
Balance, December 31, 2013	(559		)	(98		)	524			36			(97		)
Other comprehensive income (loss)	69			(314		)	(134		)	(18		)	(397		)
Balance, December 31, 2014	$	(490	)	$	(412	)	$	390		$	18		$	(494	)

Reclassifications from AOCI to net income for the years ended December 31, 2014 , 2013 and 2012 were insignificant. For information regarding cash flow hedge reclassifications from AOCI to net income in their entirety, refer to Note 14 . Additionally, refer to the "Foreign Operations" discussion in Note 12 for information about unrecognized amounts on retirement benefits reclassifications from AOCI that do not impact net income in their entirety.


( 19 )	Noncontrolling Interests

Included in noncontrolling interests on the Consolidated Balance Sheets are preferred securities of subsidiaries of $58 million as of December 31, 2014 and 2013 , which are comprised of the following:

The total outstanding preferred stock of PacifiCorp, which does not have mandatory redemption requirements, is $2 million as of December 31, 2014 and 2013 and accrues annual dividends of 6.0% and 7.0% . In 2013, PacifiCorp redeemed and canceled all outstanding shares of its redeemable preferred stock at stated redemption prices, which in aggregate totaled $40 million , plus accrued and unpaid dividends. In the event of voluntary liquidation, all preferred stock is entitled to stated value or a specified preference amount per share plus accrued dividends. Upon involuntary liquidation, all preferred stock is entitled to stated value plus accrued dividends. Dividends on all preferred stock are cumulative. Holders also have the right to elect members to the PacifiCorp Board of Directors in the event dividends payable are in default in an amount equal to four full quarterly payments.

In April 2013, MidAmerican Energy redeemed and canceled all of the outstanding shares of each series of its preferred securities at the stated redemption prices, which in aggregate totaled $28 million including dividends.

The total outstanding 8.061% cumulative preferred securities of Northern Electric plc., a subsidiary of Northern Powergrid , which are redeemable in the event of the revocation of Northern Electric plc.'s electricity distribution license by the Secretary of State, was $56 million as of December 31, 2014 and 2013 .

158

( 20 ) Other, Net

Other, net, as shown on the Consolidated Statements of Operations, for the years ending December 31 consists of the following (in millions):



	2014		2013		2012

Interest and dividend income	$	38	$	15	$	12
Corporate-owned life insurance income	19		34		21
Other, net	23		17		23
Total other, net	$	80	$	66	$	56

( 21 ) Supplemental Cash Flow Disclosures

The summary of supplemental cash flow disclosures as of and for the years ending December 31 is as follows (in millions):



	2014		2013		2012
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized	$	1,585	$	1,073	$	1,046
Income taxes received, net ⁽¹⁾	$	635	$	1,105	$	1,341

Supplemental disclosure of non-cash investing and financing transactions:
Accruals related to property, plant and equipment additions	$	1,143	$	661	$	606
Deferred payments on equipment purchased for wind-powered generation at MidAmerican Energy ⁽²⁾	$	—	$	—	$	406


(1)	Includes $764 million , $1.2 billion and $1.5 billion of income taxes received from Berkshire Hathaway in 2014 , 2013 and 2012 , respectively.


(2)	In conjunction with the construction of wind-powered generating facilities, MidAmerican Energy accrued as property, plant and equipment, net certain amounts for which it was not contractually obligated to pay until a stated future date. Refer to Note 10 for additional information.

159

( 22 ) Segment Information

The Company's reportable segments with foreign operations include Northern Powergrid , whose business is principally in the United Kingdom, BHE Transmission , whose business includes operations in Canada, and BHE Renewables , whose business includes operations in the Philippines. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Information related to the Company's reportable segments is shown below (in millions):



	Years Ended December 31,
	2014			2013			2012
Operating revenue:
PacifiCorp	$	5,252		$	5,147		$	4,882
MidAmerican Funding	3,762			3,413			3,247
NV Energy	3,241			(20		)	—
Northern Powergrid	1,283			1,025			1,035
BHE Pipeline Group	1,078			952			968
BHE Transmission	62			—			—
BHE Renewables	623			355			166
HomeServices	2,144			1,809			1,312
BHE and Other ⁽¹⁾	(119		)	(46		)	(62		)
Total operating revenue	$	17,326		$	12,635		$	11,548

Depreciation and amortization:
PacifiCorp	$	745		$	692		$	655
MidAmerican Funding	351			403			393
NV Energy	379			—			—
Northern Powergrid	198			180			174
BHE Pipeline Group	196			190			193
BHE Transmission	13			—			—
BHE Renewables	152			71			33
HomeServices	29			33			19
BHE and Other ⁽¹⁾	(6		)	(9		)	(12		)
Total depreciation and amortization	$	2,057		$	1,560		$	1,455

Operating income:
PacifiCorp	$	1,308		$	1,275		$	1,034
MidAmerican Funding	423			357			369
NV Energy	791			(42		)	—
Northern Powergrid	674			501			565
BHE Pipeline Group	439			446			465
BHE Transmission	16			(5		)	(2		)
BHE Renewables	314			223			93
HomeServices	125			129			62
BHE and Other ⁽¹⁾	(44		)	(49		)	(19		)
Total operating income	4,046			2,835			2,567
Interest expense	(1,711		)	(1,222		)	(1,176		)
Capitalized interest	89			84			54
Allowance for equity funds	98			78			74
Other, net	80			66			56
Total income before income tax expense and equity income (loss)	$	2,602		$	1,841		$	1,575

160



	Years Ended December 31,
	2014			2013			2012
Interest expense:
PacifiCorp	$	386		$	390		$	393
MidAmerican Funding	197			174			167
NV Energy	283			—			—
Northern Powergrid	151			141			139
BHE Pipeline Group	76			80			92
BHE Transmission	14			—			—
BHE Renewables	175			138			70
HomeServices	4			3			—
BHE and Other ⁽¹⁾	425			296			315
Total interest expense	$	1,711		$	1,222		$	1,176

Income tax expense (benefit):
PacifiCorp	$	310		$	298		$	196
MidAmerican Funding	(110		)	(110		)	(108		)
NV Energy	195			(15		)	—
Northern Powergrid	110			23			31
BHE Pipeline Group	149			149			152
BHE Transmission	28			10			8
BHE Renewables	65			57			37
HomeServices	44			48			32
BHE and Other ⁽¹⁾	(202		)	(330		)	(200		)
Total income tax expense (benefit)	$	589		$	130		$	148

Capital expenditures:
PacifiCorp	$	1,066		$	1,065		$	1,346
MidAmerican Funding	1,527			1,027			645
NV Energy	558			—			—
Northern Powergrid	675			675			454
BHE Pipeline Group	257			177			152
BHE Transmission	222			—			—
BHE Renewables	2,221			1,329			770
HomeServices	17			21			8
BHE and Other	12			13			5
Total capital expenditures	$	6,555		$	4,307		$	3,380

161



	As of December 31,
	2014			2013			2012
Property, plant and equipment, net:
PacifiCorp	$	18,755		$	18,563		$	18,129
MidAmerican Funding	10,535			9,353			8,647
NV Energy	9,648			9,623			—
Northern Powergrid	5,599			5,476			4,923
BHE Pipeline Group	4,286			4,147			4,119
BHE Transmission	5,567			—			—
BHE Renewables	4,897			3,020			1,903
HomeServices	68			61			47
BHE and Other	(107		)	(124		)	(154		)
Total property, plant and equipment, net	$	59,248		$	50,119		$	37,614

Total assets:
PacifiCorp	$	23,466		$	22,885		$	22,973
MidAmerican Funding	15,368			13,992			13,355
NV Energy	14,454			14,233			—
Northern Powergrid	7,076			6,874			6,418
BHE Pipeline Group	4,968			4,908			4,865
BHE Transmission	7,992			465			368
BHE Renewables	6,123			3,875			3,342
HomeServices	1,629			1,381			899
BHE and Other	1,228			1,387			247
Total assets	$	82,304		$	70,000		$	52,467

	Years Ended December 31,
	2014			2013			2012
Operating revenue by country:
United States	$	15,857		$	11,465		$	10,388
United Kingdom	1,281			1,023			1,033
Canada	78			16			—
Philippines and other	110			131			127
Total operating revenue by country	$	17,326		$	12,635		$	11,548

Income (loss) before income tax expense and equity income (loss) by country:
United States	$	2,001		$	1,388		$	1,060
United Kingdom	557			373			432
Canada	4			—			(4		)
Philippines and other	40			80			87
Total income before income tax expense and equity income (loss) by country:	$	2,602		$	1,841		$	1,575

162



	As of December 31,
	2014		2013		2012
Property, plant and equipment, net by country:
United States	$	47,918	$	44,460	$	32,491
United Kingdom	5,584		5,463		4,915
Canada	5,570		3		—
Philippines and other	176		193		208
Total property, plant and equipment, net by country	$	59,248	$	50,119	$	37,614


(1)	The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other , relate to other corporate entities, corporate functions and intersegment eliminations.

The following table shows the change in the carrying amount of goodwill by reportable segment for the years ended December 31, 2014 and 2013 (in millions):



										BHE
			MidAmerican		NV		Northern			Pipeline			BHE			BHE			Home-
	PacifiCorp		Funding		Energy		Powergrid			Group			Transmission			Renewables			Services		Other			Total

December 31, 2012	$	1,126	$	2,102	$	—	$	1,135		$	179		$	—		$	71		$	507	$	—		$	5,120
Acquisitions	—		—		2,280		—			—			—			—			188		4			2,472
Foreign currency translation	—		—		—		14			—			—			—			—		—			14
Impairment (Note 7)	—		—		—		—			—			—			(53		)	—		—			(53		)
Other	3		—		—		—			(26		)	—			(3		)	—		—			(26		)
December 31, 2013	1,129		2,102		2,280		1,149			153			—			15			695		4			7,527
Acquisitions	—		—		89		—			—			1,700			80			66		—			1,935
Foreign currency translation	—		—		—		(49		)	—			(43		)	—			—		(1		)	(93		)
Other	—		—		—		—			(26		)	—			—			—		—			(26		)
December 31, 2014	$	1,129	$	2,102	$	2,369	$	1,100		$	127		$	1,657		$	95		$	761	$	3		$	9,343

163

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.


Item 9A.	Controls and Procedures

Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and is accumulated and communicated to management, including the Company's Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As a result of the Company's acquisition of AltaLink on December 1, 2014, the Company has expanded its internal control over financial reporting to include consolidation of the AltaLink financial statements, as well as acquisition related accounting and disclosures. There has been no other change in the Company's internal control over financial reporting during the quarter ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision and with the participation of the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), the Company's management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2014 as required by the Securities Exchange Act of 1934 Rule 13a-15(c). In making this assessment, the Company's management used the criteria set forth in the framework in "Internal Control - Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation conducted under the framework in "Internal Control - Integrated Framework (2013)," the Company's management concluded that the Company's internal control over financial reporting was effective as of December 31, 2014 .

On December 1, 2014, the Company completed the acquisition of AltaLink In conducting its evaluation of the effectiveness of the Company's internal control over financial reporting, the Company's management elected to exclude AltaLink from this evaluation as permitted under SEC rules. AltaLink constituted 9.0% of total consolidated assets as of December 31, 2014, and 0.8% of total consolidated operating income for the year ended December 31, 2014.

Berkshire Hathaway Energy Company

February 27, 2015


Item 9B.	Other Information

None.

164

PART III


Item 10.	Directors, Executive Officers and Corporate Governance

BHE is a consolidated subsidiary of Berkshire Hathaway. Each director was elected based on individual responsibilities, experience in the energy industry and functional expertise. BHE 's Board of Directors appoints executive officers annually. There are no family relationships among the executive officers, nor, except as set forth in employment agreements, any arrangements or understandings between any executive officer and any other person pursuant to which the executive officer was appointed. Set forth below is certain information, as of February 18, 2015 , with respect to the current directors and executive officers of BHE:

GREGORY E. ABEL , 52, Chairman of the Board of Directors since 2011, Chief Executive Officer since 2008, director since 2000, and President since 1998. Mr. Abel joined BHE in 1992 and has extensive executive management experience in the energy industry. Mr. Abel is also a director of PacifiCorp and H. J. Heinz Company.

PATRICK J. GOODMAN , 48, Executive Vice President and Chief Financial Officer since 2012. Mr. Goodman was Senior Vice President and Chief Financial Officer from 1999 to 2012. Mr. Goodman joined BHE in 1995. Mr. Goodman is also a director of PacifiCorp and a manager of MidAmerican Funding, LLC.

DOUGLAS L. ANDERSON , 56, Executive Vice President, General Counsel and Corporate Secretary since 2012. Mr. Anderson was Senior Vice President, General Counsel and Corporate Secretary from 2001 to 2012. Mr. Anderson joined BHE in 1993. Mr. Anderson is also a director of PacifiCorp and a manager of MidAmerican Funding, LLC.

MAUREEN E. SAMMON , 51, Senior Vice President and Chief Administrative Officer since 2007. Ms. Sammon has been employed by BHE and its predecessor companies since 1986 and has held several positions, including Vice President, Human Resources and Insurance.

WARREN E. BUFFETT , 84, Director. Mr. Buffett has been a director of BHE since 2000 and has been Chairman of the Board of Directors and Chief Executive Officer of Berkshire Hathaway for more than five years. Mr. Buffett is also a director of H. J. Heinz Company. Mr. Buffett previously served as a director of The Washington Post Company. Mr. Buffett has significant experience as Chairman and Chief Executive Officer of Berkshire Hathaway.

WALTER SCOTT, JR. , 83, Director. Mr. Scott has been a director of BHE since 1991 and has been Chairman of the Board of Directors of Level 3 Communications, Inc., a successor to certain businesses of Peter Kiewit Sons' Inc., for more than five years. Mr. Scott is also a director of Peter Kiewit Sons' Inc., Berkshire Hathaway and Valmont Industries, Inc. Mr. Scott has significant experience and financial expertise as a past chief executive officer and as a director of both public and private corporations and as chairman of a major charitable foundation.

MARC D. HAMBURG , 65, Director. Mr. Hamburg has been a director of BHE since 2000 and has been Chief Financial Officer of Berkshire Hathaway for more than five years. Mr. Hamburg has been Senior Vice President of Berkshire Hathaway since 2008 and was a Vice President of Berkshire Hathaway from 1992 to 2008. Mr. Hamburg was Berkshire Hathaway's Treasurer from 1987 to 2010. Mr. Hamburg has significant financial experience, including expertise in mergers and acquisitions; accounting; treasury; and tax functions.

Board's Role in the Risk Oversight Process

BHE 's Board of Directors is comprised of a combination of BHE senior management, Berkshire Hathaway senior executives and BHE owners who have responsibility for the management and oversight of risk. BHE 's Board of Directors has not established a separate risk management and oversight committee.

Audit Committee and Audit Committee Financial Expert

The audit committee of the Board of Directors is comprised of Mr. Marc D. Hamburg. The Board of Directors has determined that Mr. Hamburg qualifies as an "audit committee financial expert," as defined by SEC rules, based on his education, experience and background. Based on the standards of the New York Stock Exchange LLC, on which the common stock of BHE 's majority owner, Berkshire Hathaway, is listed, BHE 's Board of Directors has determined that Mr. Hamburg is not independent because of his employment by Berkshire Hathaway.

165

Code of Ethics

BHE has adopted a code of ethics that applies to its principal executive officer, its principal financial and accounting officer, or persons acting in such capacities, and certain other covered officers. The code of ethics is filed as an exhibit to this Annual Report on Form 10-K.


Item 11.	Executive Compensation

Compensation Discussion and Analysis

Compensation Philosophy and Overall Objectives

We believe that the compensation paid to each of our Chairman, President and Chief Executive Officer, or Chairman and CEO, our Chief Financial Officer, or CFO, and our other most highly compensated executive officers, to whom we refer collectively as our Named Executive Officers, or NEOs, should be closely aligned with our overall performance, and each NEO's contribution to that performance, on both a short- and long-term basis, and that such compensation should be sufficient to attract and retain highly qualified leaders who can create significant value for our organization. Our compensation programs are designed to provide our NEOs meaningful incentives for superior corporate and individual performance. Performance is evaluated on a subjective basis within the context of both financial and non-financial objectives, among which are customer service, operational excellence, financial strength, employee commitment and safety, environmental respect and regulatory integrity, which we believe contribute to our long-term success.

How is Compensation Determined

Our Compensation Committee is comprised of Messrs. Warren E. Buffett and Walter Scott, Jr. The Compensation Committee is responsible for the establishment and oversight of our compensation policy. Approval of compensation decisions for our NEOs is made by the Compensation Committee, unless specifically delegated. Although the Compensation Committee reviews each NEO's complete compensation package at least annually, it has delegated to the Chairman and CEO authority to approve off-cycle pay changes, performance awards and participation in other employee benefit plans and programs for the other NEOs.

Our criteria for assessing executive performance and determining compensation in any year is inherently subjective and is not based upon specific formulas or weighting of factors. We do not specifically use other companies as benchmarks when establishing our NEOs' compensation. However, the Compensation Committee reviews peer company data when making annual base salary and incentive recommendations for the Chairman and CEO. The peer companies for 2014 were American Electric Power Company, Inc., Consolidated Edison, Inc., Dominion Resources, Inc., Duke Energy Corporation, Edison International, Entergy Corporation, Exelon Corporation, FirstEnergy Corp., NextEra Energy, Inc., PG&E Corporation, PPL Corporation, Public Service Enterprise Group Incorporated, Sempra Energy, The Southern Company and Xcel Energy Inc.

We engage the compensation practice of Towers Watson & Co., or Towers Watson, to research and document the peer company data to be reviewed by the Compensation Committee when making annual base salary and incentive recommendations for the Chairman and CEO. The fee paid to Towers Watson for this service was $7,387 in 2014 . We also engage Towers Watson to provide other services unrelated to executive compensation, including actuarial, administration and consulting services related to our retirement plans. These services are approved by senior management and the aggregate fees paid to Towers Watson for these services were $2,805,778 in 2014 . Our Board of Directors is not involved in the selection or approval of Towers Watson for these services.

Discussion and Analysis of Specific Compensation Elements

Base Salary

We determine base salaries for all of our NEOs by reviewing our overall performance and each NEO's performance, the value each NEO brings to us and general labor market conditions. While base salary provides a base level of compensation intended to be competitive with the external market, the annual base salary adjustment for each NEO is determined on a subjective basis after consideration of these factors and is not based on target percentiles or other formal criteria.

166

The Chairman and CEO makes recommendations regarding the other NEOs' base salaries, and the Compensation Committee sets the Chairman and CEO's base salary. All merit increases are approved by the Compensation Committee and take effect on January 1 of each year. An increase or decrease in base salary may also result from a promotion or other significant change in a NEO's responsibilities during the year. In 2014 , base salaries for all NEOs increased on average by 4.65% effective January 1, 2014 . There were no other base salary changes for our NEOs during the year after the January 1, 2014 merit increase.

Short-Term Incentive Compensation

The objective of short-term incentive compensation is to reward the achievement of significant annual corporate goals while also providing NEOs with competitive total cash compensation.

Performance Incentive Plan

Under our Performance Incentive Plan, or PIP, all NEOs are eligible to earn an annual discretionary cash incentive award, which is determined on a subjective basis and is not based on a specific formula or cap. A variety of factors are considered in determining each NEO's annual incentive award including the NEO's performance, our overall performance and each NEO's contribution to that overall performance. An individual NEO's performance is evaluated using financial and non-financial principles, including customer service; operational excellence; financial strength; employee commitment and safety; environmental respect; and regulatory integrity, as well as the NEO's response to issues and opportunities that arise during the year. No factor was individually material to the determination of the amounts paid to each NEO under the PIP for 2014 . The Chairman and CEO recommends annual incentive awards for the other NEOs to the Compensation Committee prior to the last committee meeting of each year, held in the fourth quarter. The Compensation Committee determines the Chairman and CEO's award, which is based on our overall performance and direction and is not based on the performance of any specific subsidiary. If approved by the Compensation Committee, awards are paid prior to year-end.

Performance Awards

In addition to the annual awards under the PIP, we may grant cash performance awards periodically during the year to one or more NEOs to reward the accomplishment of significant non-recurring tasks or projects. These awards are discretionary and are approved by the Chairman and CEO, as delegated by the Compensation Committee. In December 2014 , awards were granted to Messrs. Goodman and Anderson in recognition of their efforts related to certain acquisition activities. Although Mr. Abel is eligible for performance awards, he has not been granted an award in the past five years.

Long-Term Incentive Compensation

The objective of long-term incentive compensation is to retain NEOs, reward their exceptional performance and motivate them to create long-term, sustainable value. Our current long-term incentive compensation program is cash-based. We have not issued stock options or other forms of equity-based awards since March 2000.

Long-Term Incentive Partnership Plan

The Berkshire Hathaway Energy Company Long-Term Incentive Partnership Plan, or LTIP, is designed to retain key employees and to align our interests and the interests of the participating employees. Messrs. Goodman and Anderson and Ms. Sammon participate in this plan, while our Chairman and CEO does not. Our LTIP provides for annual discretionary awards based upon significant accomplishments by the individual participants and the achievement of the financial and non-financial objectives previously described. The goals are developed with the objective of being attainable with a sustained, focused and concerted effort and are determined and communicated by January of each plan year. The Chairman and CEO designates eligibility to participate in the plan and the amount of the incentive award. Awards are capped at 1.0 times base salary and finalized in the first quarter of the following year. The Chairman and CEO may grant a supplemental award to any participant for the award year separate from the incentive award subject to the same terms and conditions as the incentive award. These cash-based awards are subject to mandatory deferral and equal annual vesting over a five-year period starting in the performance year. Participants allocate the value of their deferral accounts among various investment alternatives. Gains or losses may be incurred based on investment performance. Participating NEOs may elect to defer all or a part of the award or receive payment in cash after the five-year mandatory deferral and vesting period. Vested balances (including any investment gains or losses thereon) of terminating participants are paid at the time of termination.

167

Incremental Profit Sharing Plan

The Incremental Profit Sharing Plan, or IPSP, is designed to align our interests and the interests of the Chairman and CEO. The IPSP provides for a cash award based upon our achievement of a specified adjusted diluted earnings per share, or EPS, target for any calendar year. The EPS targets to achieve the award were established by the Compensation Committee in 2009 and are to be achieved no later than calendar year end 2015. The individual profit sharing award that may be earned is $12 million if our EPS is greater than $26.86 per share, but less than or equal to $28.65 per share, $25 million if our EPS is greater than $28.65 per share, but less than $30.55 per share, or $40 million if our EPS is greater than $30.55 per share. Mr. Abel earned $12 million under the IPSP through December 31, 2014. Messrs. Goodman and Anderson and Ms. Sammon do not participate in this plan.

Other Employee Benefits

Supplemental Executive Retirement Plan

The MidAmerican Energy Company Supplemental Executive Retirement Plan for Designated Officers, or SERP, provides additional retirement benefits to participants. We include the SERP as part of the participating NEO's overall compensation in order to provide a comprehensive, competitive package and as a key retention tool. Messrs. Abel and Goodman participate in the SERP, and we have no plans to add new participants in the future. The SERP provides the participating NEOs annual retirement benefits of up to 65% of the participating NEO's total cash compensation in effect immediately prior to retirement, subject to an annual $1 million maximum retirement benefit. Total cash compensation means (a) the highest amount payable to a participant as monthly base salary during the five years immediately prior to retirement multiplied by 12, plus (b) the average of the participant's annual awards under an annual incentive bonus program during the three years immediately prior to the year of retirement and (c) special, additional or non-recurring bonus awards, if any, that are required to be included in total cash compensation pursuant to a participant's employment agreement or approved for inclusion by the Board of Directors. All participating NEOs have met the five-year service requirement under the plan. Mr. Goodman's SERP benefit will be reduced by the amount of his regular retirement benefit under the MidAmerican Energy Company Retirement Plan, his actuarially equivalent benefit under the fixed 401(k) contribution option and ratably for retirement between ages 55 and 65.

Deferred Compensation Plan

The MidAmerican Energy Holdings Company Executive Voluntary Deferred Compensation Plan, or DCP, provides a means for all NEOs to make voluntary deferrals of up to 50% of base salary and 100% of short-term incentive compensation awards. We include the DCP as part of the participating NEO's overall compensation in order to provide a comprehensive, competitive package. The deferrals and any investment returns grow on a tax-deferred basis. Amounts deferred under the DCP receive a rate of return based on the returns of any combination of various investment options offered under the DCP and selected by the participant. The plan allows participants to choose from three forms of distribution. The plan permits us to make discretionary contributions on behalf of participants; however, we have not made contributions to date.

Financial Planning and Tax Preparation

We reimburse NEOs for financial planning and tax preparation services. The value of the benefit is included in the NEO's taxable income. It is offered both as a competitive benefit itself and also to help ensure our NEOs best utilize the other forms of compensation we provide to them.

Executive Life Insurance

We provide universal life insurance to Messrs. Abel and Goodman having a death benefit of two times annual base salary during employment less $50,000, reducing to one times annual base salary in retirement. The value of the benefit is included in the NEO's taxable income. We include the executive life insurance as part of the participating NEO's overall compensation in order to provide a comprehensive, competitive package.

Potential Payments Upon Termination

Certain NEOs are entitled to post-termination payments in the event their employment is terminated under certain circumstances. We believe these post-termination payments are an important component of the competitive compensation package we offer to these NEOs.

168

Compensation Committee Report

The Compensation Committee, consisting of Messrs. Buffett and Scott, has reviewed and discussed the Compensation Discussion and Analysis with management and, based on this review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Warren E. Buffett

Walter Scott, Jr.

Summary Compensation Table

The following table sets forth information regarding compensation earned by each of our NEOs during the years indicated:



								Change in
								Pension
								Value and
						Non-Equity		Nonqualified
Name and						Incentive		Deferred		All
Principal		Base				Plan		Compensation		Other
Position	Year	Salary		Bonus ⁽¹⁾		Compensation		Earnings ⁽²⁾		Compensation ⁽³⁾		Total ⁽⁴⁾

Gregory E. Abel, Chairman, President	2014	$	1,000,000	$	11,500,000	$	12,000,000	$	2,625,000	$	450,612	27,575,612
and Chief Executive Officer	2013	1,000,000		9,500,000		—		—		169,770		10,669,770
	2012	1,000,000		9,500,000		—		2,069,000		236,392		12,805,392

Patrick J. Goodman, Executive Vice	2014	450,000		1,717,600		—		1,146,000		46,413		3,360,013
President and Chief Financial	2013	410,000		1,756,630		—		—		58,502		2,225,132
Officer	2012	367,500		1,707,058		—		818,000		58,045		2,950,603

Douglas L. Anderson, Executive Vice	2014	339,000		1,228,551		—		8,000		30,704		1,606,255
President, General Counsel and	2013	330,000		1,140,973		—		1,000		30,090		1,502,063
Corporate Secretary	2012	315,000		1,121,531		—		—		30,149		1,466,680

Maureen E. Sammon, Senior Vice	2014	260,000		686,122		—		9,000		30,140		985,262
President and Chief	2013	245,000		666,795		—		1,000		29,450		942,245
Administrative Officer	2012	230,000		667,956		—		—		28,450		926,406


(1)	Consists of annual cash incentive awards earned pursuant to the PIP for our NEOs, performance awards earned related to non-routine projects, and the vesting of LTIP awards and associated vested earnings. The breakout for 2014 is as follows:



					LTIP
			Performance		Vested		Vested
	PIP		Award		Awards		Earnings		Total

Gregory E. Abel	$	11,500,000	$	—	$	—	$	—	$	—
Patrick J. Goodman	500,000		200,000		790,000		227,600		1,017,600
Douglas L. Anderson	350,000		175,000		509,500		194,051		703,551
Maureen E. Sammon	250,000		—		316,457		119,665		436,122

The ultimate payouts of LTIP awards are undeterminable as the amounts to be paid out may increase or decrease depending on investment performance. Net income, the net income target goal and the matrix below were used in determining the gross amount of the LTIP award available to the participants. Net income for determining the award and the award itself are subject to discretionary adjustment by the Chairman and CEO and Compensation Committee. In 2014 , the gross award was determined based on the overall achievement of our financial and non-financial objectives.

169



Net Income		Award

Less than or equal to net income target goal		None
Exceeds net income target goal		33.33% of excess

(2)

Amounts are based upon the aggregate increase in the actuarial present value of all qualified and nonqualified defined benefit plans, which include our cash balance and SERP, as applicable. Amounts are computed using assumptions consistent with those used in preparing the related pension disclosures in our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K and are as of December 31, 2014 . No participant in our DCP earned "above-market" or "preferential" earnings on amounts deferred.

(3)

Amounts consist of 401(k) contributions we paid on behalf of the NEOs, as well as perquisites and other personal benefits related to life insurance premiums, the personal use of corporate aircraft and financial planning and tax preparation that we paid on behalf of Messrs. Abel, Goodman and Anderson. The personal use of corporate aircraft represents our incremental cost of providing this personal benefit determined by applying the percentage of flight hours used for personal use to our incremental expenses incurred from operating our corporate aircraft, partially offset by reimbursed costs by the NEO. All other compensation is based upon amounts paid by us.

Items required to be reported and quantified are as follows: Mr. Abel - personal use of corporate aircraft of $425,302 and 401(k) contributions of $12,740; Mr. Goodman - 401(k) contributions of $29,640; Mr. Anderson - 401(k) contributions of $29,640; and Ms. Sammon - 401(k) contributions of $29,640.


(4)	Any amounts voluntarily deferred by the NEO, if applicable, are included in the appropriate column in the summary compensation table.

Pension Benefits

The following table sets forth certain information regarding the defined benefit pension plan accounts held by each of our NEOs as of December 31, 2014 :

Number of

years

Present value

Payments

credited

of accumulated

during last

Name

Plan name

service ⁽¹⁾

benefit ⁽²⁾

fiscal year

Gregory E. Abel

SERP

n/a

11,084,000

—

MidAmerican Energy Company Retirement Plan

16 years

309,000

—

Patrick J. Goodman

SERP

20 years

3,338,000

—

MidAmerican Energy Company Retirement Plan

10 years

212,000

—

Douglas L. Anderson

MidAmerican Energy Company Retirement Plan

10 years

222,000

—

Maureen E. Sammon

MidAmerican Energy Company Retirement Plan

22 years

247,000

—


(1)	Mr. Goodman's credited years of service, for purposes of the SERP only, includes 16 years of service with us and four additional years of imputed service from a predecessor company.

(2)

Amounts are computed using assumptions consistent with those used in preparing the related pension disclosures in our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K and are as of December 31, 2014 , which is the measurement date for the plans. The present value of accumulated benefits for the SERP was calculated using the following form of payment assumptions: (1) Mr. Abel - a 100% joint and survivor annuity and (2) Mr. Goodman - a 66 2/3% joint and survivor annuity. The present value of accumulated benefits for the MidAmerican Energy Company Retirement Plan was calculated using a 90% lump sum payment and a 10% single life annuity. The present value assumptions used in calculating the present value of accumulated benefits for both the SERP and the MidAmerican Energy Company Retirement Plan were as follows: a cash balance interest crediting rate of 0.83% in 2015 and 2016 and 3.00% thereafter; a cash balance conversion rate of 4.00% in 2014 and thereafter; a discount rate of 4.00%; an expected retirement age of 65; postretirement mortality based on the RP-2014 mortality tables, translated to 2011 using scale MP-2014 and loaded 3% for credibility-weighted experience, with custom RPEC-2014 generational improvements; and cash balance conversion mortality using the Notice 2013-49 tables.

170

The SERP provides annual retirement benefits up to 65% of a participant's total cash compensation in effect immediately prior to retirement, subject to an annual $1 million maximum retirement benefit. Total cash compensation means (i) the highest amount payable to a participant as monthly base salary during the five years immediately prior to retirement multiplied by 12, plus (ii) the average of the participant's awards under an annual incentive bonus program during the three years immediately prior to the year of retirement and (iii) special, additional or non-recurring bonus awards, if any, that are required to be included in total cash compensation pursuant to a participant's employment agreement or approved for inclusion by the Board of Directors. Mr. Goodman's SERP benefit will be reduced by the amount of his regular retirement benefit under the MidAmerican Energy Company Retirement Plan, his actuarially equivalent benefit under the fixed 401(k) contribution option and ratably for retirement between ages 55 and 65. A survivor benefit is payable to a surviving spouse under the SERP. Benefits from the SERP will be paid out of general corporate funds; however, through a Rabbi trust, we maintain life insurance on participants in amounts expected to be sufficient to fund the after-tax cost of the projected benefits. Deferred compensation is considered part of the salary covered by the SERP.

Under the MidAmerican Energy Company Retirement Plan, each NEO has an account, for record-keeping purposes only, to which credits are allocated annually based upon a percentage of the NEO's base salary and incentive paid in the plan year. In addition, all balances in the accounts of NEOs earn a fixed rate of interest that is credited annually. The interest rate for a particular year is based on the one-year constant maturity Treasury yield plus seven-tenths of one percentage point. Each NEO is vested in the MidAmerican Energy Company Retirement Plan. At retirement, or other termination of employment, an amount equal to the vested balance then credited to the account is payable to the NEO in the form of a lump sum or an annuity.

In 2008, non-union employee participants in the MidAmerican Energy Company Retirement Plan were offered the option to continue to receive pay credits in the MidAmerican Energy Company Retirement Plan or receive equivalent fixed contributions to the MidAmerican Energy Company Retirement Savings Plan, or 401(k) plan, with any such election becoming effective January 1, 2009. Messrs. Goodman and Anderson and Ms. Sammon elected the equivalent fixed 401(k) contribution option and, therefore, no longer receive pay credits in the MidAmerican Energy Company Retirement Plan; however, they each continue to receive interest credits.

Nonqualified Deferred Compensation

The following table sets forth certain information regarding the nonqualified deferred compensation plan accounts held by each of our NEOs as of December 31, 2014 :



										Aggregate
	Executive		Registrant		Aggregate		Aggregate			balance as of
	contributions		contributions		earnings		withdrawals/			December 31,
Name	in 2014 ⁽¹⁾		in 2014		in 2014		distributions			2014 ⁽²⁾⁽³⁾

Gregory E. Abel	$	—	$	—	$	222,816	$	(261,661	)	$	2,910,747

Patrick J. Goodman	—		—		69,658		—			1,495,856

Douglas L. Anderson	676,238		—		412,542		(81,234		)	5,004,073

Maureen E. Sammon	397,792		—		190,280		—			3,202,650


(1)	The contribution amount shown for Mr. Anderson and Ms. Sammon includes $278,980 and $257,325, respectively, earned from their 2010 LTIP award prior to 2014 . Therefore, that amount is not included in the 2014 total compensation reported for them in the Summary Compensation Table.


(2)	The aggregate balance as of December 31, 2014 shown for Mr. Anderson and Ms. Sammon includes $414,975 and $212,492, respectively, of compensation previously reported in 2013 in the Summary Compensation Table and $225,498 and $288,296, respectively, of compensation previously reported in 2012 in the Summary Compensation Table.


(3)	Excludes the value of 10,041 shares of our common stock reserved for issuance to Mr. Abel. Mr. Abel deferred the right to receive the value of these shares pursuant to a legacy nonqualified deferred compensation plan.

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Eligibility for our DCP is restricted to select management and highly compensated employees. The plan provides tax benefits to eligible participants by allowing them to defer compensation on a pretax basis, thus reducing their current taxable income. Deferrals and any investment returns grow on a tax-deferred basis, thus participants pay no income tax until they receive distributions. The DCP permits participants to make a voluntary deferral of up to 50% of base salary and 100% of short-term incentive compensation awards. All deferrals are net of social security taxes. Amounts deferred under the DCP receive a rate of return based on the returns of any combination of various investment alternatives offered by the plan and selected by the participant. Gains or losses are calculated daily, and returns are posted to accounts based on participants' fund allocation elections. Participants can change their fund allocations as of the end of any day on which the market is open.

The DCP allows participants to maintain three accounts based upon when they want to receive payments: retirement account, in-service account and education account. Both the retirement and in-service accounts can be distributed as lump sums or in up to 10 annual installments. The education account is distributed in four annual installments. If a participant leaves employment prior to retirement (age 55) all amounts in the participant's account will be paid out in a lump sum as soon as administratively practicable. Participants are 100% vested in their deferrals and any investment gains or losses recorded in their accounts.

Participants in our LTIP also have the option of deferring all or a part of those awards after the five-year mandatory deferral and vesting period. The provisions governing the deferral of LTIP awards are similar to those described for the DCP above.

Potential Payments Upon Termination

We have entered into employment agreements with Messrs. Abel and Goodman that provide for payments following termination of employment under various circumstances, which do not include change-in-control provisions.

A termination of employment of either Messrs. Abel or Goodman will occur upon their respective resignation (with or without good reason), permanent disability, death, or termination by us with or without cause.

The employment agreement for Mr. Abel also includes provisions specific to the calculation of his SERP benefit.

Neither Mr. Anderson nor Ms. Sammon has an employment agreement. Where a NEO does not have an employment agreement, or in the event that the agreements for Messrs. Abel and Goodman do not address an issue, payments upon termination are determined by the applicable plan documents and our general employment policies and practices as discussed below.

The following discussion provides further detail on post-termination payments.

Gregory E. Abel

Mr. Abel's employment agreement entitles him to receive two years base salary continuation and payments in respect of average bonuses for the prior two years in the event we terminate his employment other than for cause. The payments are to be paid as a lump sum with no discount for present valuation.

In addition, if Mr. Abel's employment is terminated due to death, permanent disability or other than for cause, he is entitled to continuation of his senior executive employee benefits (or the economic equivalent thereof) for two years. If Mr. Abel resigns, we must pay him any accrued but unpaid base salary, unless he resigns for good reason, in which case he will receive the same benefits as if he were terminated other than for cause.

Payments made in accordance with the employment agreement are contingent on Mr. Abel complying with the confidentiality and post-employment restrictions described therein. The term of the agreement effectively expires on August 6, 2019 , and is extended automatically for additional one year terms thereafter subject to Mr. Abel's election to decline renewal at least 365 days prior to the August 6 that is four years prior to the current expiration date (or by August 6, 2015 , for the agreement not to extend to August 6, 2020 ).

172

The following table sets forth the estimated enhancements to payments pursuant to the termination scenarios indicated. Payments or benefits that are not enhanced in form or amount upon the occurrence of a particular termination scenario, including 401(k) and nonqualified deferred compensation account balances and those portions of life insurance benefits and cash balance pension amounts that would have otherwise been paid, are not included herein. All estimated payments reflected in the table below assume termination on December 31, 2014 , and are payable as lump sums unless otherwise noted.



	Cash				Life				Benefits		Excise and
Termination Scenario	Severance ⁽¹⁾		Incentive		Insurance ⁽²⁾		Pension ⁽³⁾		Continuation ⁽⁴⁾		Other Taxes ⁽⁵⁾

Retirement, Voluntary and Involuntary	$	—	$	—	$	—	$	9,750,000	$	—	$	—
With Cause

Involuntary Without Cause, Disability and	23,000,000		—		—		9,750,000		85,699		—
Voluntary With Good Reason

Death	23,000,000		—		1,865,771		9,750,000		82,791		—


(1)	The cash severance payments are determined in accordance with Mr. Abel's employment agreement.


(2)	Life insurance benefits are equal to two times base salary, as of the preceding June 1, less the benefits otherwise payable in all other termination scenarios, which are equal to the total cash value of the policies less cumulative premiums paid by us.

(3)

Pension values represent the excess of the present value of benefits payable under each termination scenario over the amount already reflected in the Pension Benefits Table. Mr. Abel's death scenario is based on a 100% joint and survivor with 15-year certain annuity commencing immediately. Mr. Abel's other termination scenarios are based on a 100% joint and survivor annuity commencing immediately.

(4)

Includes health and welfare, life insurance and financial planning and tax preparation benefits for two years. The health and welfare benefit amounts are estimated using the rates we currently charge employees terminating employment but electing to continue their medical, dental and vision insurance after termination. These amounts are grossed-up for taxes and then reduced by the amount Mr. Abel would have paid if he had continued his employment. The life insurance benefit amounts are based on the cost of individual policies offering benefits equivalent to our group coverage and are grossed-up for taxes. These amounts also assume benefit continuation for the entire two year period, with no offset by another employer. We will also continue to provide financial planning and tax preparation reimbursement, or the economic equivalent thereof, for two years or pay a lump sum cash amount to keep Mr. Abel in the same economic position on an after-tax basis. The amount included is based on an annual estimated cost using the most recent three-year average annual reimbursement. If it is determined that benefits paid with respect to the extension of medical and dental benefits to Mr. Abel would not be exempt from taxation under the Internal Revenue Code, we shall pay to Mr. Abel a lump sum cash payment following separation from service to allow him to obtain equivalent medical and dental benefits and which would put him in the same after-tax economic position.

(5)

As provided in Mr. Abel's employment agreement, should it be deemed under Section 280G of the Internal Revenue Code that termination payments constitute excess parachute payments subject to an excise tax, we will gross up such payments to cover the excise tax and any additional taxes associated with such gross-up. Based on computations prescribed under Section 280G and related regulations, we do not believe that any of the termination scenarios are subject to any excise tax.

Patrick J. Goodman

Mr. Goodman's employment agreement entitles him to receive two years base salary continuation and payments in respect of average bonuses for the prior two years in the event we terminate his employment other than for cause. The payments are to be paid as a lump sum with no discount for present valuation.

In addition, if Mr. Goodman's employment is terminated due to death, permanent disability or other than for cause, he is entitled to continuation of his senior executive employee benefits (or the economic equivalent thereof) for one year. If Mr. Goodman resigns, we must pay him any accrued but unpaid base salary, unless he resigns for good reason, in which case he will receive the same benefits as if he were terminated other than for cause.

Payments made in accordance with the employment agreement are contingent on Mr. Goodman complying with the confidentiality and post-employment restrictions described therein. The term of the agreement expires on April 21, 2016 , but is extended automatically for additional one year terms thereafter subject to Mr. Goodman's election to decline renewal at least 365 days prior to the then current expiration date or termination.

173

The following table sets forth the estimated enhancements to payments pursuant to the termination scenarios indicated. Payments or benefits that are not enhanced in form or amount upon the occurrence of a particular termination scenario, including 401(k) and nonqualified deferred compensation account balances and those portions of long-term incentive payments, life insurance benefits and cash balance pension amounts that would have otherwise been paid, are not included herein. All estimated payments reflected in the table below assume termination on December 31, 2014 , and are payable as lump sums unless otherwise noted.



	Cash				Life				Benefits		Excise and
Termination Scenario	Severance ⁽¹⁾		Incentive ⁽²⁾		Insurance ⁽³⁾		Pension ⁽⁴⁾		Continuation ⁽⁵⁾		Other Taxes ⁽⁶⁾

Retirement and Voluntary	$	—	$	—	$	—	$	1,747,000	$	—	$	—

Involuntary With Cause	—		—		—		—		—		—

Involuntary Without Cause and Voluntary	4,051,000		—		—		1,747,000		24,528		—
With Good Reason

Death	4,051,000		1,825,441		863,827		3,465,000		24,528		—

Disability	4,051,000		1,825,441		—		3,642,000		24,528		—


(1)	The cash severance payments are determined in accordance with Mr. Goodman's employment agreement.


(2)	Amounts represent the unvested portion of Mr. Goodman's LTIP account, which becomes 100% vested upon his death or disability.


(3)	Life insurance benefits are equal to two times base salary, as of the preceding June 1, less the benefits otherwise payable in all other termination scenarios, which are equal to the total cash value of the policies less cumulative premiums paid by us.

(4)

Pension values represent the excess of the present value of benefits payable under each termination scenario over the amount already reflected in the Pension Benefits Table. Mr. Goodman's voluntary termination, retirement, involuntary without cause, and change in control termination scenarios are based on a 66 2/3% joint and survivor annuity commencing at age 55 (reductions for termination prior to age 55 and commencement prior to age 65). Mr. Goodman's disability scenario is based on a 66 2/3% joint and survivor annuity commencing at age 55 (no reduction for termination prior to age 55, reduced for commencement prior to age 65). Mr. Goodman's death scenario is based on a 15-year certain only annuity commencing immediately (no reduction for termination prior to age 55 and commencement prior to age 65).

(5)

Includes health and welfare, life insurance and financial planning and tax preparation benefits for one year. The health and welfare benefit amounts are estimated using the rates we currently charge employees terminating employment but electing to continue their medical, dental and vision insurance after termination. These amounts are grossed-up for taxes and then reduced by the amount Mr. Goodman would have paid if he had continued his employment. The life insurance benefit amounts are based on the cost of individual policies offering benefits equivalent to our group coverage and are grossed-up for taxes. These amounts also assume benefit continuation for the entire one year period, with no offset by another employer. We will also continue to provide financial planning and tax preparation reimbursement, or the economic equivalent thereof, for one year or pay a lump sum cash amount to keep Mr. Goodman in the same economic position on an after-tax basis. The amount included is based on an annual estimated cost using the most recent three-year average annual reimbursement.

(6)

As provided in Mr. Goodman's employment agreement, should it be deemed under Section 280G of the Internal Revenue Code that termination payments constitute excess parachute payments subject to an excise tax, we will gross up such payments to cover the excise tax and any additional taxes associated with such gross-up. Based on computations prescribed under Section 280G and related regulations, we do not believe that any of the termination scenarios are subject to any excise tax.

174

Douglas L. Anderson

The following table sets forth the estimated enhancements to payments pursuant to the termination scenarios indicated. Payments or benefits that are not enhanced in form or amount upon the occurrence of a particular termination scenario, including 401(k) and nonqualified deferred compensation account balances and those portions of long-term incentive payments and cash balance pension amounts that would have otherwise been paid, are not included herein. All estimated payments reflected in the table below assume termination on December 31, 2014 , and are payable as lump sums unless otherwise noted.



	Cash				Life				Benefits		Excise and
Termination Scenario	Severance		Incentive ⁽¹⁾		Insurance		Pension ⁽²⁾		Continuation		Other Taxes

Retirement, Voluntary and Involuntary With or	$	—	$	—	$	—	$	28,000	$	—	$	—
Without Cause

Death and Disability	—		1,464,340		—		28,000		—		—


(1)	Amounts represent the unvested portion of Mr. Anderson's LTIP account, which becomes 100% vested upon his death or disability.


(2)	Pension values represent the excess of the present value of benefits payable under each termination scenario over the amount already reflected in the Pension Benefits Table.

Maureen E. Sammon

The following table sets forth the estimated enhancements to payments pursuant to the termination scenarios indicated. Payments or benefits that are not enhanced in form or amount upon the occurrence of a particular termination scenario, including 401(k) and nonqualified deferred compensation account balances and those portions of long-term incentive payments and cash balance pension amounts that would have otherwise been paid, are not included herein. All estimated payments reflected in the table below assume termination on December 31, 2014 , and are payable as lump sums unless otherwise noted.



	Cash				Life				Benefits		Excise and
Termination Scenario	Severance		Incentive ⁽¹⁾		Insurance		Pension ⁽²⁾		Continuation		Other Taxes

Retirement, Voluntary and Involuntary With or	$	—	$	—	$	—	$	45,000	$	—	$	—
Without Cause

Death and Disability	—		841,280		—		45,000		—		—


(1)	Amounts represent the unvested portion of Ms. Sammon's LTIP account, which becomes 100% vested upon her death or disability.


(2)	Pension values represent the excess of the present value of benefits payable under each termination scenario over the amount already reflected in the Pension Benefits Table.

Director Compensation

Our directors are not paid any fees for serving as directors. All directors are reimbursed for their expenses incurred in attending Board of Directors meetings.

Compensation Committee Interlocks and Insider Participation

Mr. Buffett is the Chairman of the Board of Directors and Chief Executive Officer of Berkshire Hathaway, our majority owner. Mr. Scott is a former officer of ours. Based on the standards of the New York Stock Exchange LLC, on which the common stock of our majority owner, Berkshire Hathaway, is listed, our Board of Directors has determined that Messrs. Buffett and Scott are not independent because of their ownership of our common stock. None of our executive officers serves as a member of the compensation committee of any company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serves as a member of the board of directors of any company that has an executive officer serving as a member of our Compensation Committee. See also Item 13 of this Form 10-K.

175

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Beneficial Ownership

We are a consolidated subsidiary of Berkshire Hathaway. The balance of our common stock is owned by Mr. Scott (along with family members and related entities) and Mr. Abel. The following table sets forth certain information regarding beneficial ownership of our shares of common stock held by each of our directors, executive officers and all of our directors and executive officers as a group as of February 18, 2015 :



Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares Beneficially Owned ⁽²⁾	Percentage Of Class ⁽²⁾

Berkshire Hathaway ⁽³⁾	69,602,161	89.94	%
Walter Scott, Jr. ⁽⁴⁾	4,100,000	5.30	%
Gregory E. Abel	740,961	0.96	%
Douglas L. Anderson	—	—
Warren E. Buffett ⁽³⁾⁽⁵⁾	—	—
Patrick J. Goodman	—	—
Marc D. Hamburg ⁽³⁾⁽⁵⁾	—	—
Maureen E. Sammon	—	—
All directors and executive officers as a group (7 persons)	4,840,961	6.26	%


(1)	Unless otherwise indicated, each address is c/o Berkshire Hathaway Energy Company at 666 Grand Avenue, 29th Floor, Des Moines, Iowa 50309.


(2)	Includes shares of which the listed beneficial owner is deemed to have the right to acquire beneficial ownership under Rule 13d-3(d) under the Securities Exchange Act, including, among other things, shares which the listed beneficial owner has the right to acquire within 60 days.


(3)	Such beneficial owner's address is 1440 Kiewit Plaza, Omaha, Nebraska 68131.


(4)	Excludes 2,948,022 shares held by family members and family trusts and corporations, or Scott Family Interests, as to which Mr. Scott disclaims beneficial ownership. Mr. Scott's address is 1000 Kiewit Plaza, Omaha, Nebraska 68131.


(5)	Excludes 69,602,161 shares of common stock held by Berkshire Hathaway as to which Messrs. Buffett and Hamburg disclaim beneficial ownership.

176

The following table sets forth certain information regarding beneficial ownership of Class A and Class B shares of Berkshire Hathaway's common stock held by each of our directors, executive officers and all of our directors and executive officers as a group as of February 18, 2015 :



Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares Beneficially Owned ⁽²⁾	Percentage Of Class ⁽²⁾

Walter Scott, Jr. ⁽³⁾⁽⁴⁾
Class A	100	*
Class B	—	—
Gregory E. Abel ⁽⁴⁾
Class A	5	*
Class B	2,289	*
Douglas L. Anderson
Class A	4	*
Class B	300	*
Warren E. Buffett ⁽⁵⁾
Class A	336,000	40.7	%
Class B	1,469,357	*
Patrick J. Goodman
Class A	5	*
Class B	796	*
Marc D. Hamburg ⁽⁵⁾
Class A	—	—
Class B	—	—
Maureen E. Sammon
Class A	—	—
Class B	4,416	*
All directors and executive officers as a group (7 persons)
Class A	336,114	40.7	%
Class B	1,477,158	*

* Less than 1%


(1)	Unless otherwise indicated, each address is c/o Berkshire Hathaway Energy Company at 666 Grand Avenue, 29th Floor, Des Moines, Iowa 50309.


(2)	Includes shares of which the listed beneficial owner is deemed to have the right to acquire beneficial ownership under Rule 13d-3(d) under the Securities Exchange Act, including, among other things, shares which the listed beneficial owner has the right to acquire within 60 days.


(3)	Does not include 10 Class A shares owned by Mr. Scott's wife. Mr. Scott's address is 1000 Kiewit Plaza, Omaha, Nebraska 68131.

(4)

In accordance with a shareholders agreement, as amended on December 7, 2005, based on an assumed value for our common stock and the closing price of Berkshire Hathaway common stock on February 18, 2015 , Mr. Scott and the Scott Family Interests and Mr. Abel would be entitled to exchange their shares of our common stock for either 15,026 and 1,580, respectively, shares of Berkshire Hathaway Class A stock or 22,518,399 and 2,367,367, respectively, shares of Berkshire Hathaway Class B stock. Assuming an exchange of all available BHE shares into either Berkshire Hathaway Class A shares or Berkshire Hathaway Class B shares, Mr. Scott and the Scott Family Interests would beneficially own 1.8% of the outstanding shares of Berkshire Hathaway Class A stock or 1.8% of the outstanding shares of Berkshire Hathaway Class B stock, and Mr. Abel would beneficially own less than 1% of the outstanding shares of either class of stock.


(5)	Such beneficial owner's address is 1440 Kiewit Plaza, Omaha, Nebraska 68131.

Other Matters

Pursuant to a shareholders' agreement, as amended on December 7, 2005, Mr. Scott or any of the Scott Family Interests and Mr. Abel are able to require Berkshire Hathaway to exchange any or all of their respective shares of our common stock for shares of Berkshire Hathaway common stock. The number of shares of Berkshire Hathaway common stock to be exchanged is based on the fair market value of our common stock divided by the closing price of the Berkshire Hathaway common stock on the day prior to the date of exchange.

177


Item 13.	Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

The Berkshire Hathaway Inc. Code of Business Conduct and Ethics and the BHE Code of Business Conduct, or the Codes, which apply to all of our directors, officers and employees and those of our subsidiaries, generally govern the review, approval or ratification of any related-person transaction. A related-person transaction is one in which we or any of our subsidiaries participate and in which one or more of our directors, executive officers, holders of more than five percent of our voting securities or any of such persons' immediate family members have a direct or indirect material interest.

Under the Codes, all of our directors and executive officers (including those of our subsidiaries) must disclose to our legal department any material transaction or relationship that reasonably could be expected to give rise to a conflict with our interests. No action may be taken with respect to such transaction or relationship until approved by the legal department. For our chief executive officer and chief financial officer, prior approval for any such transaction or relationship must be given by Berkshire Hathaway's audit committee. In addition, prior legal department approval must be obtained before a director or executive officer can accept employment, offices or board positions in other for-profit businesses, or engage in his or her own business that raises a potential conflict or appearance of conflict with our interests. Transactions with Berkshire Hathaway require the approval of our Board of Directors.

As of December 31, 2014 and 2013 , certain Berkshire Hathaway subsidiaries held variable-rate junior subordinated debentures due from BHE totaling $3.8 billion and $2.6 billion , respectively. Principal repayments on these securities totaled $300 million and $- million during 2014 and 2013 , respectively, and interest expense on these securities totaled $78 million and $3 million during 2014 and 2013, respectively.

Director Independence

Based on the standards of the New York Stock Exchange LLC, on which the common stock of our majority owner, Berkshire Hathaway, is listed, our Board of Directors has determined that none of our directors are considered independent because of their employment by Berkshire Hathaway or us or their ownership of our common stock.

178


Item 14.	Principal Accountant Fees and Services

The following table shows the Company's fees paid or accrued for audit and audit-related services and fees paid for tax and all other services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively, the "Deloitte Entities") for each of the last two years (in millions):



	2014		2013

Audit fees ⁽¹⁾	$	9.0	$	6.8
Audit-related fees ⁽²⁾	0.8		0.8
Tax fees ⁽³⁾	0.2		0.2
Total	$	10.0	$	7.8


(1)	Audit fees include fees for the audit of the Company's consolidated financial statements and interim reviews of the Company's quarterly financial statements, audit services provided in connection with required statutory audits of certain of BHE 's subsidiaries and comfort letters, consents and other services related to SEC matters.


(2)	Audit-related fees primarily include fees for assurance and related services for any other statutory or regulatory requirements, audits of certain subsidiary employee benefit plans and consultations on various accounting and reporting matters.


(3)	Tax fees include fees for services relating to tax compliance, tax planning and tax advice. These services include assistance regarding federal, state and international tax compliance, tax return preparation and tax audits.

The audit committee has considered whether the non-audit services provided to the Company by the Deloitte Entities impaired the independence of the Deloitte Entities and concluded that they did not. All of the services performed by the Deloitte Entities were pre-approved in accordance with the pre-approval policy adopted by the audit committee. The policy provides guidelines for the audit, audit-related, tax and other non-audit services that may be provided by the Deloitte Entities to the Company. The policy (a) identifies the guiding principles that must be considered by the audit committee in approving services to ensure that the Deloitte Entities' independence is not impaired; (b) describes the audit, audit-related and tax services that may be provided and the non-audit services that are prohibited; and (c) sets forth pre-approval requirements for all permitted services. Under the policy, requests to provide services that require specific approval by the audit committee will be submitted to the audit committee by both BHE 's independent auditor and its Chief Financial Officer. All requests for services to be provided by the independent auditor that do not require specific approval by the audit committee will be submitted to BHE 's Chief Financial Officer and must include a detailed description of the services to be rendered. The Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the audit committee. The audit committee will be informed on a timely basis of any such services rendered by the independent auditor.

179

PART IV


Item 15.	Exhibits and Financial Statement Schedules



(a)	Financial Statements and Schedules

	(i)	Financial Statements

		Consolidated Financial Statements are included in Item 8.	97

	(ii)	Financial Statement Schedules

		See Schedule I.	181
		See Schedule II.	186

		Schedules not listed above have been omitted because they are either not applicable, not required or the information required to be set forth therein is included on the Consolidated Financial Statements or notes thereto.

(b)	Exhibits

	The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.		189

(c)	Financial statements required by Regulation S-X, which are excluded from the Annual Report by Rule 14a-3(b).

	Not applicable.

180

Schedule I

Berkshire Hathaway Energy Company

Parent Company Only

Condensed Balance Sheets

As of December 31,

(Amounts in millions)



	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	3		$	292
Accounts receivable	22			—
Income tax receivable	152			2
Other current assets	1			7
Total current assets	178			301

Investments in subsidiaries	31,968			27,165
Other investments	1,038			1,247
Goodwill	1,221			1,221
Other assets	1,226			980

Total assets	$	35,631		$	30,914

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and other current liabilities	$	308		$	316
Short-term debt	395			—
Current portion of senior debt	—			250
Total current liabilities	703			566

BHE senior debt	7,860			6,366
BHE junior subordinated debentures	3,794			2,594
Notes payable - affiliate	1,981			2,010
Other long-term liabilities	839			657
Total liabilities	15,177			12,193

Equity:
BHE shareholders' equity:
Common stock - 115 shares authorized, no par value, 77 shares issued and outstanding	—			—
Additional paid-in capital	6,423			6,390
Retained earnings	14,513			12,418
Accumulated other comprehensive loss, net	(494		)	(97		)
Total BHE shareholders' equity	20,442			18,711
Noncontrolling interest	12			10
Total equity	20,454			18,721

Total liabilities and equity	$	35,631		$	30,914

The accompanying notes are an integral part of this financial statement schedule.

181

Schedule I

Berkshire Hathaway Energy Company

Parent Company Only (continued)

Condensed Statements of Operations

For the years ended December 31,

(Amounts in millions)



	2014			2013			2012

Operating costs and expenses:
General and administration	$	51		$	64		$	31
Depreciation and amortization	3			1			1
Total operating costs and expenses	54			65			32

Operating loss	(54		)	(65		)	(32		)

Other income (expense):
Interest expense	(476		)	(347		)	(362		)
Other, net	4			25			10
Total other income (expense)	(472		)	(322		)	(352		)

Loss before income tax benefit and equity income	(526		)	(387		)	(384		)
Income tax benefit	(221		)	(345		)	(201		)
Equity income	2,402			1,679			1,656
Net income	2,097			1,637			1,473
Net income attributable to noncontrolling interest	2			1			1
Net income attributable to BHE shareholders	$	2,095		$	1,636		$	1,472

The accompanying notes are an integral part of this financial statement schedule.

182

Schedule I

Berkshire Hathaway Energy Company

Parent Company Only (continued)

Condensed Statements of Comprehensive Income

For the years ended December 31,

(Amounts in millions)



	2014			2013		2012

Net income	$	2,097		$	1,637	$	1,473
Other comprehensive (loss) income, net of tax	(397		)	366		178
Comprehensive income	1,700			2,003		1,651
Comprehensive income attributable to noncontrolling interests	2			1		1
Comprehensive income attributable to BHE shareholders	$	1,698		$	2,002	$	1,650

The accompanying notes are an integral part of this financial statement schedule.

183

Schedule I

Berkshire Hathaway Energy Company

Parent Company Only (continued)

Condensed Statements of Cash Flows

For the years ended December 31,

(Amounts in millions)



	2014			2013			2012

Cash flows from operating activities	$	1,937		$	2,295		$	1,019

Cash flows from investing activities:
Investments in subsidiaries	(4,937		)	(6,522		)	(1,164		)
Purchases of available-for-sale securities	(56		)	(106		)	(46		)
Proceeds from sale of available-for-sale securities	35			89			42
Notes receivable from affiliate, net	(55		)	(37		)	(15		)
Other, net	(7		)	(16		)	(8		)
Net cash flows from investing activities	(5,020		)	(6,592		)	(1,191		)

Cash flows from financing activities:
Proceeds from BHE senior debt	1,493			1,994			—
Proceeds from BHE junior subordinated debentures	1,500			2,594			—
Proceeds from issuance of BHE common stock	—			1,000			—
Repayments of BHE senior debt	(250		)	—			(750		)
Repayments of BHE subordinated debt	(300		)	—			(22		)
Net proceeds from (repayments of) short-term debt	395			(825		)	717
Notes payable to affiliate, net	(30		)	(173		)	220
Other, net	(14		)	(14		)	7
Net cash flows from financing activities	2,794			4,576			172

Net change in cash and cash equivalents	(289		)	279			—
Cash and cash equivalents at beginning of year	292			13			13
Cash and cash equivalents at end of year	$	3		$	292		$	13

The accompanying notes are an integral part of this financial statement schedule.

184

Schedule I

BERKSHIRE HATHAWAY ENERGY COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

Incorporated by reference are Berkshire Hathaway Energy Company (" BHE ") and Subsidiaries Consolidated Statements of Changes in Equity and Consolidated Statements of Comprehensive Income for the three years ended December 31, 2014 in Part II, Item 8.

Basis of Presentation - The condensed financial information of BHE investments in subsidiaries are presented under the equity method of accounting. Under this method, the assets and liabilities of subsidiaries are not consolidated. The investments in subsidiaries are recorded in the Condensed Balance Sheets. The income from operations of subsidiaries is reported on a net basis as equity income in the Condensed Statements of Operations.

Other investments - BHE 's investment in BYD Company Limited ("BYD") common stock is accounted for as an available-for-sale security with changes in fair value recognized in AOCI. As of December 31, 2014 and 2013 , the fair value of BHE 's investment in BYD common stock was $881 million and $1.1 billion , respectively, which resulted in a unrealized gain of $649 million and $871 million as of December 31, 2014 and 2013 , respectively.

Dividends and distributions from subsidiaries - Cash dividends paid to BHE by its subsidiaries for the years ended December 31, 2014 , 2013 and 2012 were $2.3 billion , $2.5 billion and $1.1 billion , respectively. In January and February 2015 , BHE received cash dividends from its subsidiaries totaling $58 million .

Guarantees

BHE has issued a limited guarantee of a specified portion of the final scheduled principal payment on December 15, 2019 on the Cordova Funding Corporation senior secured bonds in an amount up to a maximum of $37 million .

See the notes to the consolidated BHE financial statements in Part II, Item 8 for other disclosures.

185

Schedule II

BERKSHIRE HATHAWAY ENERGY COMPANY

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

FOR THE THREE YEARS ENDED DECEMBER 31, 2014

(Amounts in millions)



	Column B		Column C							Column E
	Balance at		Charged							Balance
Column A	Beginning		to		Acquisition		Column D			at End
Description	of Year		Income		Reserves ⁽¹⁾		Deductions			of Year

Reserves Deducted From Assets To Which They
Apply:

Reserve for uncollectible accounts receivable:
Year ended 2014	$	33	$	37	$	—	$	(33	)	$	37
Year ended 2013	22		23		9		(21		)	33
Year ended 2012	21		22		—		(21		)	22

Reserves Not Deducted From Assets ⁽²⁾ :
Year ended 2014	$	9	$	12	$	—	$	(10	)	$	11
Year ended 2013	9		6		—		(6		)	9
Year ended 2012	8		6		—		(5		)	9

The notes to the consolidated BHE financial statements are an integral part of this financial statement schedule.


(1)	Acquisition reserves represent the reserves recorded at NV Energy, Inc. at the date of acquisition.


(2)	Reserves not deducted from assets relate primarily to estimated liabilities for losses retained by BHE for workers compensation, public liability and property damage claims.

186

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 27th day of February 2015 .



	BERKSHIRE HATHAWAY ENERGY COMPANY

	/s/ Gregory E. Abel*
	Gregory E. Abel
	Chairman, President and Chief Executive Officer
	(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ Gregory E. Abel*	Chairman, President and Chief	February 27, 2015
Gregory E. Abel	Executive Officer
	(principal executive officer)

/s/ Patrick J. Goodman*	Executive Vice President and	February 27, 2015
Patrick J. Goodman	Chief Financial Officer
	(principal financial and accounting
	officer)

/s/ Walter Scott, Jr.*	Director	February 27, 2015
Walter Scott, Jr.

/s/ Marc D. Hamburg*	Director	February 27, 2015
Marc D. Hamburg

/s/ Warren E. Buffett*	Director	February 27, 2015
Warren E. Buffett

*By: /s/ Douglas L. Anderson	Attorney-in-Fact	February 27, 2015
Douglas L. Anderson

187

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

No annual report to security holders covering Berkshire Hathaway Energy Company 's last fiscal year or proxy material has been sent to security holders.

188

EXHIBIT INDEX


Exhibit No.	Description


2.1	Share Purchase Agreement, dated as of May 1, 2014, by and among Berkshire Hathaway Energy Company and SNC-Lavalin Group Inc. and certain of its subsidiaries (incorporated by reference to Exhibit 2.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).


3.1	Second Amended and Restated Articles of Incorporation of MidAmerican Energy Holdings Company effective March 2, 2006 (incorporated by reference to Exhibit 3.1 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2005).


3.2	Articles of Amendment to the Second Amended and Restated Articles of Incorporation of MidAmerican Energy Holdings Company effective April 30, 2014 (incorporated by reference to Exhibit 3.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).


3.3	Amended and Restated Bylaws of MidAmerican Energy Holdings Company (incorporated by reference to Exhibit 3.2 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2005).


4.1	Indenture, dated as of October 4, 2002, by and between MidAmerican Energy Holdings Company and The Bank of New York, Trustee, relating to the 5.875% Senior Notes due 2012 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Registration Statement No. 333-101699 dated December 6, 2002).


4.2	Second Supplemental Indenture, dated as of May 16, 2003, by and between MidAmerican Energy Holdings Company and The Bank of New York, Trustee, relating to the 3.50% Senior Notes due 2008 (incorporated by reference to Exhibit 4.3 to the Berkshire Hathaway Energy Company Registration Statement No. 333-105690 dated May 23, 2003).


4.3	Fourth Supplemental Indenture, dated as of March 24, 2006, by and between MidAmerican Energy Holdings Company and The Bank of New York Trust Company, N.A., Trustee, relating to the 6.125% Senior Bonds due 2036 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated March 28, 2006).


4.4	Fifth Supplemental Indenture, dated as of May 11, 2007, by and between MidAmerican Energy Holdings Company and The Bank of New York Trust Company, N.A., Trustee, relating to the 5.95% Senior Bonds due 2037 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated May 11, 2007).


4.5	Sixth Supplemental Indenture, dated as of August 28, 2007, by and between MidAmerican Energy Holdings Company and The Bank of New York Trust Company, N.A., Trustee, relating to the 6.50% Senior Bonds due 2037 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated August 28, 2007).


4.6	Seventh Supplemental Indenture, dated as of March 28, 2008, by and between MidAmerican Energy Holdings Company and The Bank of New York Trust Company, N.A., as Trustee, relating to the 5.75% Senior Notes due 2018 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated March 28, 2008).

4.7

Ninth Supplemental Indenture, dated as of November 8, 2013, by and between MidAmerican Energy Holdings Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 1.100% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 3.750% Senior Notes due 2023 and the 5.150% Senior Notes due 2043 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated November 8, 2013).

4.8

Tenth Supplemental Indenture, dated as December 4, 2014, by and between Berkshire Hathaway Energy Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2.40% Senior Notes due 2020, the 3.50% Senior Notes due 2025 and the 4.50% Senior Notes due 2045 (incorporated by reference to Exhibit 4.8 to the Berkshire Hathaway Energy Company Registration Statement No. 333-200928 dated December 12, 2014).


4.9	Indenture, dated as of October 15, 1997, by and between MidAmerican Energy Holdings Company and IBJ Schroder Bank & Trust Company, Trustee (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated October 23, 1997).

189


Exhibit No.	Description


4.10	Form of Second Supplemental Indenture, dated as of September 22, 1998 by and between MidAmerican Energy Holdings Company and IBJ Schroder Bank & Trust Company, Trustee, relating to the 8.48% Senior Notes in the principal amount of $475,000,000 due 2028 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated September 17, 1998).


4.11	Indenture, dated as of March 12, 2002, by and between MidAmerican Energy Holdings Company and the Bank of New York, Trustee (incorporated by reference to Exhibit 4.11 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2001).


4.12	Indenture and First Supplemental Indenture, dated March 11, 1999, by and between MidAmerican Funding, LLC and IBJ Whitehall Bank & Trust Company, Trustee, relating to the $700 million Senior Notes and Bonds (incorporated by reference to Exhibits 4.1 and 4.2 to the MidAmerican Funding, LLC Registration Statement on Form S-4, Registration No. 333-905333).


4.13	Form of Indenture, by and between MidAmerican Energy Company and The Bank of New York, Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Registration Statement No. 333-59760 dated January 31, 2002).


4.14	First Supplemental Indenture, dated as of February 8, 2002, by and between MidAmerican Energy Company and The Bank of New York, Trustee (incorporated by reference to Exhibit 4.3 to the MidAmerican Energy Company Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 333-15387).


4.15	Third Supplemental Indenture, dated as of October 1, 2004, by and between MidAmerican Energy Company and The Bank of New York, Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 333-15387).


4.16	Fourth Supplemental Indenture, dated November 1, 2005, by and between MidAmerican Energy Company and the Bank of New York Trust Company, NA, Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Annual Report on Form 10-K for the year ended December 31, 2005).


4.17	Indenture, dated as of September 9, 2013, between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Current Report on Form 8-K dated September 13, 2013).


4.18	First Supplemental Indenture, dated as of September 19, 2013, between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Current Report on Form 8-K dated September 19, 2013).


4.19	Amendment No. 1 to the First Supplemental Indenture, dated as of April 3, 2014, by and between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A., to MidAmerican Energy Company's Indenture dated as of September 9, 2013 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Current Report on Form 8-K dated April 3, 2014).


4.20	Second Supplemental Indenture, dated as of April 3, 2014, by and between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A., to MidAmerican Energy Company's Indenture dated as of September 9, 2013 (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Company Current Report on Form 8-K dated April 3, 2014).


4.21	Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013, from MidAmerican Energy Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Company Current Report on Form 8-K dated September 13, 2013).


4.22	Intercreditor and Collateral Trust Agreement, dated as of September 9, 2013, among MidAmerican Energy Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon Trust Company, N.A., as collateral trustee (incorporated by reference to Exhibit 4.3 to the MidAmerican Energy Company Current Report on Form 8-K dated September 13, 2013).


4.23	Trust Indenture, dated as of August 13, 2001, among Kern River Funding Corporation, Kern River Gas Transmission Company and JP Morgan Chase Bank, Trustee, relating to the $510,000,000 in principal amount of the 6.676% Senior Notes due 2016 (incorporated by reference to Exhibit 10.48 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2003).

190


Exhibit No.	Description


4.24	Third Supplemental Indenture, dated as of May 1, 2003, among Kern River Funding Corporation, Kern River Gas Transmission Company and JPMorgan Chase Bank, Trustee, relating to the $836,000,000 in principal amount of the 4.893% Senior Notes due 2018 (incorporated by reference to Exhibit 10.49 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2003).


4.25	Trust Deed, dated December 15, 1997 among CE Electric UK Funding Company, AMBAC Insurance UK Limited and The Law Debenture Trust Corporation, p.l.c., Trustee (incorporated by reference to Exhibit 99.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated March 30, 2004).


4.26	Insurance and Indemnity Agreement, dated December 15, 1997 by and between CE Electric UK Funding Company and AMBAC Insurance UK Limited (incorporated by reference to Exhibit 99.2 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated March 30, 2004).


4.27	Supplemental Agreement to Insurance and Indemnity Agreement, dated September 19, 2001, by and between CE Electric UK Funding Company and AMBAC Insurance UK Limited (incorporated by reference to Exhibit 99.3 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated March 30, 2004).

4.28

Fiscal Agency Agreement, dated as of July 15 2008, by and between Northern Natural Gas Company and The Bank New York Mellon Trust Company, National Association, Fiscal Agent, relating to the $200,000,000 in principal amount of the 5.75% Senior Notes due 2018 (incorporated by reference to Exhibit 4.32 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2008).


4.29	Fiscal Agency Agreement, dated as of April 20, 2011, by and between Northern Natural Gas Company and The Bank of New York Mellon Trust Company, N.A., Fiscal Agent, relating to the $200,000,000 in principal amount of the 4.25% Senior Notes due 2021 (incorporated by reference to Exhibit 4.27 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2011).

4.30

Trust Indenture, dated as of September 10, 1999, by and between Cordova Funding Corporation and Chase Manhattan Bank and Trust Company, National Association, Trustee, relating to the $225,000,000 in principal amount of the 8.75% Senior Secured Bonds due 2019 (incorporated by reference to Exhibit 10.71 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).


4.31	Trust Deed, dated as of February 4, 1998 among Yorkshire Power Finance Limited, Yorkshire Power Group Limited and Bankers Trustee Company Limited, Trustee, relating to the £200,000,000 in principal amount of the 7.25% Guaranteed Bonds due 2028 (incorporated by reference to Exhibit 10.74 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).

4.32

First Supplemental Trust Deed, dated as of October 1, 2001, among Yorkshire Power Finance Limited, Yorkshire Power Group Limited and Bankers Trustee Company Limited, Trustee, relating to the £200,000,000 in principal amount of the 7.25% Guaranteed Bonds due 2028 (incorporated by reference to Exhibit 10.75 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).

4.33

Third Supplemental Trust Deed, dated as of October 1, 2001, among Yorkshire Electricity Distribution plc, Yorkshire Electricity Group plc and Bankers Trustee Company Limited, Trustee, relating to the £200,000,000 in principal amount of the 9.25% Bonds due 2020 (incorporated by reference to Exhibit 10.76 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).


4.34	Indenture, dated as of February 1, 2000, among Yorkshire Power Finance 2 Limited, Yorkshire Power Group Limited and The Bank of New York, Trustee (incorporated by reference to Exhibit 10.78 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).

4.35

First Supplemental Trust Deed, dated as of September 27, 2001, among Northern Electric Finance plc, Northern Electric plc, Northern Electric Distribution Limited and The Law Debenture Trust Corporation p.l.c., Trustee, relating to the £100,000,000 in principal amount of the 8.875% Guaranteed Bonds due 2020 (incorporated by reference to Exhibit 10.81 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).


4.36	Trust Deed, dated as of January 17, 1995, by and between Yorkshire Electricity Group plc and Bankers Trustee Company Limited, Trustee, relating to the £200,000,000 in principal amount of the 9 1/4% Bonds due 2020 (incorporated by reference to Exhibit 10.83 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).

191


Exhibit No.	Description

4.37

Master Trust Deed, dated as of October 16, 1995, by and between Northern Electric Finance plc, Northern Electric plc and The Law Debenture Trust Corporation p.l.c., Trustee, relating to the £100,000,000 in principal amount of the 8.875% Guaranteed Bonds due 2020 (incorporated by reference to Exhibit 10.70 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2004).


4.38	Fiscal Agency Agreement, dated April 14, 2005, by and between Northern Natural Gas Company and J.P. Morgan Trust Company, National Association, Fiscal Agent, relating to the $100,000,000 in principal amount of the 5.125% Senior Notes due 2015 (incorporated by reference to Exhibit 99.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated April 18, 2005).


4.39	Trust Deed dated May 5, 2005 among Northern Electric Finance plc, Northern Electric Distribution Limited, Ambac Assurance UK Limited and HSBC Trustee (C.I.) Limited (incorporated by reference to Exhibit 99.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).


4.40	Reimbursement and Indemnity Agreement, dated May 5, 2005 among Northern Electric Finance plc, Northern Electric Distribution Limited and Ambac Assurance UK Limited (incorporated by reference to Exhibit 99.2 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).


4.41	Trust Deed, dated May 5, 2005 among Yorkshire Electricity Distribution plc, Ambac Assurance UK Limited and HSBC Trustee (C.I.) Limited (incorporated by reference to Exhibit 99.3 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).


4.42	Reimbursement and Indemnity Agreement, dated May 5, 2005 between Yorkshire Electricity Distribution plc and Ambac Assurance UK Limited (incorporated by reference to Exhibit 99.4 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).


4.43	Supplemental Trust Deed, dated May 5, 2005 among CE Electric UK Funding Company, Ambac Assurance UK Limited and The Law Debenture Trust Corporation plc (incorporated by reference to Exhibit 99.5 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).


4.44	Second Supplemental Agreement to Insurance and Indemnity Agreement, dated May 5, 2005 by and between CE Electric UK Funding Company and Ambac Assurance UK Limited (incorporated by reference to Exhibit 99.6 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).


4.45	Shareholders Agreement, dated as of March 14, 2000 (incorporated by reference to Exhibit 4.19 to the Berkshire Hathaway Energy Company Registration Statement No. 333-101699 dated December 6, 2002).


4.46	Amendment No. 1 to Shareholders Agreement, dated December 7, 2005 (incorporated by reference to Exhibit 4.17 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2005).


4.47	Fiscal Agency Agreement, dated February 12, 2007, by and between Northern Natural Gas Company and Bank of New York Trust Company, N.A., Fiscal Agent, relating to the $150,000,000 in principal amount of the 5.80% Senior Bonds due 2037 (incorporated by reference to Exhibit 99.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated February 12, 2007).


4.48	Indenture, dated as of October 1, 2006, by and between MidAmerican Energy Company and the Bank of New York Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).


4.49	First Supplemental Indenture, dated as of October 6, 2006, by and between MidAmerican Energy Company and the Bank of New York Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).


4.50	Second Supplemental Indenture, dated June 29, 2007, by and between MidAmerican Energy Company and The Bank of New York Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Current Report on Form 8-K dated June 29, 2007).


4.51	Third Supplemental Indenture, dated March 25, 2008, by and between MidAmerican Energy Company and The Bank of New York Trust Company, Trustee, relating to the 5.3% Notes due 2018 (incorporated by reference to Exhibit 4.1 to MidAmerican Energy Company Current Report on Form 8-K dated March 25, 2008).

192


Exhibit No.	Description


4.52	£119,000,000 Finance Contract, dated July 2, 2010, by and between Northern Electric Distribution Limited and the European Investment Bank (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).


4.53	Guarantee and Indemnity Agreement, dated July 2, 2010, by and between CE Electric UK Funding Company and the European Investment Bank (incorporated by reference to Exhibit 4.2 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).


4.54	£151,000,000 Finance Contract, dated July 2, 2010, by and between Yorkshire Electricity Distribution plc and the European Investment Bank (incorporated by reference to Exhibit 4.3 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).


4.55	Guarantee and Indemnity Agreement, dated July 2, 2010, by and between CE Electric UK Funding Company and the European Investment Bank (incorporated by reference to Exhibit 4.4 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).


4.56	Indenture, dated as of February 24, 2012, by and between Topaz Solar Farms LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the $850,000,000 in principal amounts of the 5.75% Series A Senior Secured Notes Due 2039 (incorporated by reference to Exhibit 4.56 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2011).

4.57

First Supplemental Indenture, dated as of April 15, 2013, between Topaz Solar Farms LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the $250,000,000 in principal amounts of the 4.875% Series B Senior Secured Notes Due 2039 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).


4.58	Indenture, dated as of June 27, 2013, between Solar Star Funding, LLC, as Issuer, and Wells Fargo Bank, National Association, as Trustee, relating to the $1,000,000,000 in principal amounts of the 5.375% Series A Senior Secured Notes Due 2035 (incorporated by reference to Exhibit 4.2 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).


4.59	Trust Deed, dated as of July 5, 2012, among Northern Powergrid (Yorkshire) plc and HSBC Corporate Trustee Company (UK) Limited, relating to £150,000,000 in principal amount of the 4.375% Bonds due 2032 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).


4.60	Fiscal Agency Agreement, dated August 27, 2012, by and between Northern Natural Gas Company and The Bank of New York Mellon Trust Company, N.A., Fiscal Agent, relating to the $250,000,000 in principal amount of the 4.10% Senior Bonds due 2042 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).


4.61	Indenture, dated as of December 19, 2013, by and between MidAmerican Energy Holdings Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the Junior Subordinated Debentures due 2043 (including form of junior subordinated debenture) (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated December 19, 2013).


4.62	Indenture, dated as of November 12, 2014, by and between Berkshire Hathaway Energy Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the Junior Subordinated Debentures due 2044 (including form of junior subordinated debenture) (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated December 1, 2014).

193


Exhibit No.	Description


4.63	Mortgage and Deed of Trust dated as of January 9, 1989, between PacifiCorp and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, incorporated by reference to Exhibit 4-E, to PacifiCorp's Form 8-B, File No. 1-5152, as supplemented and modified by 27 Supplemental Indentures, each incorporated by reference, as follows:



Exhibit	PacifiCorp		File
Number	File Type	File Date	Number
(4)(b)	SE	November 2, 1989	33-31861
(4)(a)	8-K	January 9, 1990	1-5152
4(a)	8-K	September 11, 1991	1-5152
4(a)	8-K	January 7, 1992	1-5152
4(a)	10-Q	Quarter ended March 31, 1992	1-5152
4(a)	10-Q	Quarter ended September 30, 1992	1-5152
4(a)	8-K	April 1, 1993	1-5152
4(a)	10-Q	Quarter ended September 30, 1993	1-5152
(4)b	10-Q	Quarter ended June 30, 1994	1-5152
(4)b	10-K	Year ended December 31, 1994	1-5152
(4)b	10-K	Year ended December 31, 1995	1-5152
(4)b	10-K	Year ended December 31, 1996	1-5152
(4)b	10-K	Year ended December 31, 1998	1-5152
99(a)	8-K	November 21, 2001	1-5152
4.1	10-Q	Quarter ended June 30, 2003	1-5152
99	8-K	September 8, 2003	1-5152
4.2	8-K	August 24, 2004	1-5152
4	8-K	June 13, 2005	1-5152
4.1	8-K	August 14, 2006	1-5152
4.1	8-K	March 14, 2007	1-5152
4.1	8-K	October 3, 2007	1-5152
4.1	8-K	July 17, 2008	1-5152
4.1	8-K	January 8, 2009	1-5152
4.1	8-K	May 12, 2001	1-5152
4.1	8-K	January 6, 2012	1-5152
4.1	8-K	June 6, 2013	1-5152
4.1	8-K	March 13, 2014	1-5152

Exhibit No. Description


4.64	Indenture, dated May 1, 2000, between NV Energy, Inc. (under its former name, Sierra Pacific Resources) and The Bank of New York, relating to the issuance of debt securities (incorporated by reference to Exhibit 4.1 to the NV Energy, Inc. Current Report on Form 8-K dated May 22, 2000).


4.65	Agreement of Resignation, Appointment and Acceptance, dated November 6, 2009, by and among NV Energy, Inc., The Bank of New York Mellon and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the NV Energy, Inc. Form 10-K for the year ended December 31, 2009).


4.66	Form of Officers' Certificate establishing the terms of NV Energy, Inc.'s 6.25% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to the NV Energy, Inc. Current Report on Form 8-K dated November 19, 2010).


4.67	General and Refunding Mortgage Indenture, dated May 1, 2001, between Nevada Power Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1(a) to the Nevada Power Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).

194


Exhibit No.	Description


4.68	Agreement of Resignation, Appointment and Acceptance, dated November 6, 2009, by and among Nevada Power Company d/b/a NV Energy, The Bank of New York Mellon and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2009).


4.69	Officer's Certificate establishing the terms of Nevada Power Company's 5 7/8% General and Refunding Mortgage Notes, Series L, due 2015 (incorporated by reference to Exhibit 4(A) to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2004).


4.70	Form of Nevada Power Company's 5 7/8% General and Refunding Mortgage Notes, Series L, due 2015 (incorporated by reference to Exhibit 4(B) to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2004).


4.71	Officer's Certificate establishing the terms of Nevada Power Company's 5.95% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4(A) to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2005).


4.72	Form of Nevada Power Company's 5.95% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4(B) to the Nevada Power Company Quarterly Report on Form 10-K for the year ended December 31, 2005).


4.73	Officer's Certificate establishing the terms of Nevada Power Company's 6.650% General and Refunding Mortgage Notes, Series N, due 2036 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Form 10-Q for the quarter ended March 31, 2006).


4.74	Officer's Certificate establishing the terms of Nevada Power Company's 6.50% General and Refunding Mortgage Notes, Series O, due 2018 (incorporated by reference to Exhibit 4.7 to the Nevada Power Company Registration Statement No. 333-134801 dated June 7, 2006).


4.75	Officer's Certificate establishing the terms of Nevada Power Company's 6.750% General and Refunding Mortgage Notes, Series R, due 2037 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated June 27, 2007).


4.76	Officer's Certificate establishing the terms of Nevada Power Company's 6.50% General and Refunding Mortgage Notes, Series S, due 2018 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated July 28, 2008).


4.77	Officer's Certificate establishing the terms of Nevada Power Company d/b/a NV Energy's 7.125% General and Refunding Mortgage Notes, Series V, due 2019 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated February 26, 2009).


4.78	Officer's Certificate establishing the terms of Nevada Power Company d/b/a NV Energy's 5.375% General and Refunding Mortgage Notes, Series X, due 2040 (incorporated by reference to Exhibit 4.1 to Nevada Power Company Current Report on Form 8-K dated September 10, 2010).


4.79	Officer's Certificate establishing the terms of Nevada Power Company d/b/a NV Energy's 5.45% General and Refunding Mortgage Notes, Series Y, due 2041 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated May 10, 2011).


4.80	General and Refunding Mortgage Indenture, dated as of May 1, 2001, between Sierra Pacific Power Company and The Bank of New York as Trustee (incorporated by reference to Exhibit 4.2(a) to the Sierra Pacific Power Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).

4.81

Second Supplemental Indenture, dated as of October 30, 2006, to subject additional properties of Sierra Pacific Power Company located in the State of California to the lien of the General and Refunding Mortgage Indenture and to correct defects in the original Indenture (incorporated by reference to Exhibit 4(A) to the Sierra Pacific Power Company Annual Report on Form 10-K for the year ended December 31, 2006).


4.82	Agreement of Resignation, Appointment and Acceptance, dated November 6, 2009, by and among Sierra Pacific Power Company d/b/a NV Energy, The Bank of New York Mellon and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Sierra Pacific Power Company Annual Report on Form 10-K for the year ended December 31, 2009).


4.83	Officer's Certificate establishing the terms of Sierra Pacific Power Company's 6% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4.4 to the Sierra Pacific Power Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).

195


Exhibit No.	Description


4.84	Form of First Supplemental Officer's Certificate establishing the terms of Sierra Pacific Power Company's 6% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4.2 to the Sierra Pacific Power Company Current Report on Form 8-K dated August 18, 2009).


4.85	Officer's Certificate establishing the terms of Sierra Pacific Power Company's 6.750% General and Refunding Mortgage Notes, Series P, due 2037 (incorporated by reference to Exhibit 4.2 to the Sierra Pacific Power Company Current Report on Form 8-K dated June 27, 2007).


4.86	Officer’s Certificate establishing the terms of Sierra Pacific Power Company's 3.375% General and Refunding Mortgage Notes, Series T, due 2023 (incorporated by reference to Exhibit 4.1 to the Sierra Pacific Power Company Current Report on Form 8-K dated August 14, 2013).


4.87	Indenture, dated as of March 2, 1999, by and between CE Generation, LLC and Chase Manhattan Bank and Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the CE Generation, LLC Registration Statement No. 333-89521 dated October 22, 1999).


4.88	First Supplemental Indenture, dated as of February 4, 2000, by and between CE Generation, LLC and Chase Manhattan Bank and Trust Company, National Association (incorporated by reference to Exhibit 4.2 to the CE Generation, LLC Registration Statement No. 333-89521 dated October 22, 1999).


4.89	Second Supplemental Indenture, dated as of March 6, 2000, by and between CE Generation, LLC and Chase Manhattan Bank and trust Company, National Association.


4.90	Indenture, dated July 21, 1995, by and between Salton Sea Funding Corporation and Chase Manhattan Bank and Trust Company, National Association (incorporated by reference to Exhibit 4.1(a) to the Salton Sea Funding Corporation Registration Statement No. 333-95538 dated January 10, 1996).


4.91	Fourth Supplemental Indenture, dated October 13, 1998, by and between Salton Sea Funding Corporation and Chase Manhattan Bank and Trust Company, National Association (incorporated by reference to Exhibit 4.1(e) to the Salton Sea Funding Corporation Annual Report on Form 10-K/A for the year ended December 31, 1998).


4.92	Fifth Supplemental Indenture, dated February 16, 1999, by and between Salton Sea Funding Corporation and Chase Manhattan Bank and Trust Company, National Association (incorporated by reference to Exhibit 4.1(f) to the Salton Sea Funding Corporation Registration Statement No. 333-79581 dated June 29, 1999).


4.93	Sixth Supplemental Indenture, dated June 29, 1999, by and between Salton Sea Funding Corporation and Chase Manhattan Bank and Trust Company, National Association (incorporated by reference to Exhibit 4.1(g) to the Salton Sea Funding Corporation Registration Statement No. 333-79581 dated June 29, 1999).


4.94	Master Trust Indenture, dated November 21, 2005, by and between AltaLink Investments, L.P., AltaLink Investment Management Ltd. and BNY Trust Company of Canada.


4.95	Series 09-1 Supplemental Indenture, dated December 16, 2009, by and between AltaLink Investments, L.P., AltaLink Investment Management Ltd. and BNY Trust Company of Canada.


4.96	Third Supplemental Indenture, dated December 15, 2010, by and between AltaLink Investments, L.P., AltaLink Investment Management Ltd. and BNY Trust Company of Canada.


4.97	Series 12-1 Supplemental Indenture, dated June 5, 2012, by and between AltaLink Investments, L.P., AltaLink Investment Management Ltd. and BNY Trust Company of Canada.


4.98	Series 13-1 Supplemental Indenture, dated April 9, 2013, by and between AltaLink Investments, L.P., AltaLink Investment Management Ltd. and BNY Trust Company of Canada.


4.99	Amended and Restated Master Trust Indenture, dated April 28, 2003, by and between AltaLink, L.P., AltaLink Management Ltd. and BMO Trust Company.


4.100	Seventh Supplemental Indenture, dated April 28, 2003, by and between AltaLink, L.P., AltaLink Management Ltd. and BMO Trust Company.


4.101	Ninth Supplemental Indenture, dated May 9, 2006, by and between AltaLink, L.P., AltaLink Management Ltd. and BNY Trust Company of Canada.


4.102	Tenth Supplemental Indenture, dated May 21, 2008, by and between AltaLink, L.P., AltaLink Management Ltd. and BNY Trust Company of Canada.


4.103	Twelfth Supplemental Indenture, dated August 18, 2010, by and between AltaLink, L.P., AltaLink Management Ltd. and BNY Trust Company of Canada.

196


Exhibit No.	Description


4.104	Sixteenth Supplemental Indenture, dated November 15, 2012, by and between AltaLink, L.P., AltaLink Management Ltd. and BNY Trust Company of Canada.


4.105	Seventeenth Supplemental Indenture, dated May 22, 2013, by and between AltaLink, L.P., AltaLink Management Ltd. and BNY Trust Company of Canada.


4.106	Eighteenth Supplemental Indenture, dated October 24, 2014, by and between AltaLink, L.P., AltaLink Management Ltd. and BNY Trust Company of Canada.


4.107	Nineteenth Supplemental Indenture, dated October 24, 2014, by and between AltaLink, L.P., AltaLink Management Ltd. and BNY Trust Company of Canada.


10.1	Amended and Restated Employment Agreement, dated February 25, 2008, by and between MidAmerican Energy Holdings Company and Gregory E. Abel (incorporated by reference to Exhibit 10.3 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2007).


10.2	Incremental Profit Sharing Plan, dated February 27, 2014, by and between Berkshire Hathaway Energy Company and Gregory E. Abel (incorporated by reference to Exhibit 10.2 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2013).


10.3	Amended and Restated Employment Agreement, dated February 25, 2008, by and between MidAmerican Energy Holdings Company and Patrick J. Goodman (incorporated by reference to Exhibit 10.5 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2007).


10.4	Amended and Restated Casecnan Project Agreement, dated June 26, 1995, between the National Irrigation Administration and CE Casecnan Water and Energy Company Inc. (incorporated by reference to Exhibit 10.1 to the CE Casecnan Water and Energy Company, Inc. Registration Statement on Form S-4 dated January 25, 1996).


10.5	Supplemental Agreement, dated as of September 29, 2003, by and between CE Casecnan Water and Energy Company, Inc. and the Philippines National Irrigation Administration (incorporated by reference to Exhibit 98.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated October 15, 2003).


10.6	CalEnergy Company, Inc. Voluntary Deferred Compensation Plan, effective December 1, 1997, First Amendment, dated as of August 17, 1999, and Second Amendment effective March 14, 2000 (incorporated by reference to Exhibit 10.50 to the MidAmerican Energy Holdings Company Registration Statement No. 333-101699 dated December 6, 2002).


10.7	MidAmerican Energy Holdings Company Executive Voluntary Deferred Compensation Plan restated effective as of January 1, 2007 (incorporated by reference to Exhibit 10.9 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2007).


10.8	MidAmerican Energy Company First Amended and Restated Supplemental Retirement Plan for Designated Officers dated as of May 10, 1999 amended on February 25, 2008 to be effective as of January 1, 2005 (incorporated by reference to Exhibit 10.10 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2007).


10.9	Berkshire Hathaway Energy Company Long-Term Incentive Partnership Plan as Amended and Restated January 1, 2014.


10.10	Summary of Key Terms of Compensation Arrangements with Berkshire Hathaway Energy Company Named Executive Officers and Directors.

10.11

$600,000,000 Credit Agreement, dated as of June 28, 2012, among MidAmerican Energy Holdings Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, Union Bank, N.A, as Administrative Agent and Swingline Lender, and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).

10.12

$600,000,000 Credit Agreement, dated as of June 28, 2012, among PacifiCorp, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the PacifiCorp Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).

197


Exhibit No.	Description

10.13

$600,000,000 Credit Agreement, dated as of March 27, 2013, among PacifiCorp, as Borrower, the banks, financial institutions and other institutional lenders, as Initial Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the PacifiCorp Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

10.14

$600,000,000 Credit Agreement, dated as of March 27, 2013, among MidAmerican Energy Company, as Borrower, the banks, financial institutions and other institutional lenders, as Initial Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the MidAmerican Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).


10.15	£150,000,000 Facility Agreement, dated August 20, 2012, among Northern Powergrid Holdings Company, as Borrower, and Abbey National Treasury Services plc, Lloyds TSB Bank plc and The Royal Bank of Scotland plc, as Original Lenders (incorporated by reference to Exhibit 10.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).


10.16	Equity Contribution Agreement, dated as of February 24, 2012, by and among MidAmerican Energy Holdings Company, as the Contributor, Topaz Solar Farms LLC, as the Company, and The Bank of New York Mellon Trust Company, N.A., as the Collateral Agent (incorporated by reference to Exhibit 10.21 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2012).

10.17

Equity Contribution Agreement (Financing Documents), dated as of June 27, 2013, among MidAmerican Energy Holdings Company, as the Contributor, Solar Star Funding, LLC, as the Company, SSC XIX, LLC, as the SS1 Company Owner, SSC XX, LLC, as the SS2 Company Owner, Solar Star California XIX, LLC and Solar Star California XX, LLC, as the Project Companies, and Wells Fargo Bank, National Association, as the Collateral Agent (incorporated by reference to Exhibit 10.17 to the Berkshire Hathaway Energy Company Registration Statement No. 333-193339).


10.18	$1,400,000,000 Credit Agreement, dated as of June 27, 2014, among Berkshire Hathaway Energy Company, as borrower, the Initial Lenders, Union Bank, N.A., as administrative agent and swingline lender and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the Berkshire Hathaway Energy Company Current Report on Form 8-K dated June 27, 2014).


10.19	$400,000,000 Amended and Restated Credit Agreement, dated as of June 27, 2014, among Nevada Power Company, as borrower, the Initial Lenders, Wells Fargo Bank, National Association, as administrative agent and swingline lender and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the Nevada Power Company Current Report on Form 8-K dated June 27, 2014).


10.20	$250,000,000 Amended and Restated Credit Agreement, dated as of June 27, 2014, among Sierra Pacific Power Company, as borrower, the Initial Lenders, Wells Fargo Bank, National Association, as administrative agent and swingline lender and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the Sierra Pacific Power Company Current Report on Form 8-K dated June 27, 2014).


10.21	Amended and Restated Credit Agreement, dated as of December 14, 2011, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent, and Lenders.


10.22	First Amending Agreement to Amended and Restated Credit Agreement, dated as of April 27, 2012, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent and Lenders.


10.23	Second Amending Agreement to Amended and Restated Credit Agreement, dated as of December 14, 2012, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent and Lenders.


10.24	Third Amending Agreement to Amended and Restated Credit Agreement, dated as of December 16, 2013, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent and Lenders.


10.25	Waiver and Fourth Amending Agreement to Amended and Restated Credit Agreement, dated as of October 24, 2014, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent and Lenders.

198


Exhibit No.	Description


10.26	Fifth Amending Agreement to Amended and Restated Credit Agreement, dated as of December 15, 2014, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent and Lenders.


10.27	Third Amended and Restated Credit Agreement, dated as of December 19, 2013, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, The Bank of Nova Scotia, as administrative agent and Lenders.


10.28	First Amending Agreement to Third Amended and Restated Credit Agreement, dated as of October 24, 2014, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, The Bank of Nova Scotia, as administrative agent and Lenders.


10.29	Second Amending Agreement to Third Amended and Restated Credit Agreement, dated as of October 24, 2014, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, The Bank of Nova Scotia, as administrative agent and Lenders.


10.30	Third Amending Agreement to Third Amended and Restated Credit Agreement, dated as of December 18, 2014, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, The Bank of Nova Scotia, as administrative agent and Lenders.


10.31	Second Amended and Restated Credit Agreement, dated as of December 19, 2013, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, The Bank of Nova Scotia, as agent, and Lenders.


10.32	First Amending Agreement to Second Amended and Restated Credit Agreement, dated as of October 24, 2014, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, and The Bank of Nova Scotia, as agent.


10.33	Second Amending Agreement to Second Amended and Restated Credit Agreement, dated as of December 18, 2014, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, and The Bank of Nova Scotia, as agent.


14.1	MidAmerican Energy Holdings Company Code of Ethics For Chief Executive Officer, Chief Financial Officer and Other Covered Officers (incorporated by reference to Exhibit 14.1 to the Berkshire Hathaway Energy Company Annual Report on Form 10-K for the year ended December 31, 2013).


21.1	Subsidiaries of the Registrant.


23.1	Consent of Deloitte & Touche LLP.


24.1	Power of Attorney.


31.1	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


95	Coal Mine Safety Disclosures Required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

101

The following financial information from Berkshire Hathaway Energy Company 's Annual Report on Form 10-K for the year ended December 31, 2014 is formatted in XBRL (eXtensible Business Reporting Language) and included herein: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged in summary and detail.

199

EXHIBIT 4.89

SECOND SUPPLEMENTAL INDENTURE

dated as of March 6 , 2000

INDENTURE

dated as of March 2, 1999

as amended and supplemented by the

FIRST SUPPLEMENTAL INDENTURE

dated as of February 4, 2000

between

CE GENERATION, LLC

and

CHASE MANHATTAN BANK AND TRUST COMPANY.

NATIONAL ASSOCIATION, as Trustee

SECOND SUPPLEMENTAL INDENTURE

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

WlTNESSETH:

WHEREAS, CE Generation and the Trustee are parties to the Indenture, dated as of March 2, 1999, as amended and supplemented by the first Supplemental Indenture dated as of February 4, 2000 (the Indenture, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, is referred to herein as the " Indenture "):

WHEREAS. pursuant to the Indenture, CE Generation has issued $400,000,000 7.416% Senior Secured Bonds Due December 15, 2018 (the " Initial Securities ''); and

WHEREAS. as contemplated by Section 8.1 of the Indenture and by the Registration Rights Agreement, CE Generation will effect an Exchange Offer for the initial Securities pursuant to which CE Generation will offer to exchange 7.416% Senior Secured Bonds Due December 15, 2018 ('' Exchange Securities ") for a like aggregate principal amount of the Initial Securities; and

WHEREAS, Section 8.1 of the Indenture permits CE Generation and the Trustee to amend the Indenture, without the consent of any of the Holders, by a supplemental indenture authorized by a resolution of the Board of Directors of CE Generation filed with. and in a form satisfactory to, the Trustee, to provide for the issuance of the Exchange Securities,

NOW THEREFORE, in order to establish the designation. form, terms and provisions of, and to authorize the authentication and delivery of, said Exchange Securities, and in consideration of the premises and the covenants herein contained and of the acceptance of said Exchange Securities by the Holders thereof and of other good and valuable consideration the receipt and sufficiency of which arc hereby acknowledged, it is mutually covenanted and agreed, for the benefit of the parties hereto and the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE I

DEFINITIONS

For purposes of the Indenture, the following terms shall have the meanings specified unless the context otherwise requires. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

" Authorized Denomination " means (i) with respect to the Initial Securities, $100,000 or any integral multiple of $1,000 in excess thereof, and (ii) with respect to any other series of Securities, the denomination set forth in the relevant Supplemental Indenture. In the event of a conflict between the provisions of a Security and the relevant Indenture provisions, the Indenture provisions shall control.

" Exchange Offer Consummation Date " means the date on which Initial Securities arc exchanged for Exchange Securities pursuant to an Exchange Offer.

'' Exchange Securities " means the Securities issued from time to time with a face in the form of Exhibit A to this Second Supplemental Indenture and with terms and conditions in the form of Exhibit B to this Second Supplemental Indenture.

" Initial Securities " means the Securities issued from time to time with a face in the form of Exhibit A to the original Indenture and with terms and conditions in the form of Exhibit B to the original Indenture.

" Security " or " Securities " means any of the Initial Securities, Additional Securities and Exchange Securities.

ARTICLE II

THE SECURITIES

SECTION 2.1 Forms of Securities . The Exchange Securities shall have faccs substantially as contained in the form of face of Securities set forth in Exhibit A and shall contain substantially the terms recited in the form of terms and conditions of Securities set forth in Exhibit B and each Exchange Security shall have and be subject to such other terms as provided in the Indenture.

SECTION 2.2 Authorization and Terms of the Exchange Securities . (a) The Exchange Securities to be issued under this Second Supplemental Indenture are hereby created. CE Generation may issue the Exchange Securities with faccs in the form of Exhibit A . and with terms and conditions in the form of Exhibit B and as definitive Securities pursuant to the terms of the Indenture governing definitive Securities, upon the execution of th i s Second Supplemental Indenture, and on or prior to the Exchange Offer Consummation Date, CE Generation may execute and deliver to the Trustee, and upon delivery of a written request by CE Generation to

the Trustee in accordance with the provisions of Section 2.9 of the original Indenture, the Trustee shall authenticate and deliver the Exchange Securities to be issued in connection with the Exchange Offer. Such CE Generation order shall specify the amount of the Exchange Securities to be authenticated and the date on which such Securities are to be authenticated. The aggregate principal amount of the Exchange Securities together with the Initial Securities outstanding at

any time may not exceed $400,000,000 except as provided in the Indenture.

(b) The Exchange Securities shall be dated as of the Exchange Offer Consummation Date. shall be issued in an aggregate principal amount up to the aggregate principal amount set forth below and shall have a final maturity date and bear interest as set forth below:



Interest Rate	Maturity Date	Principal Amount

7.416%	December 15, 2018	$400,000,000

(c) The principal of, premium (if any) and interest on the Exchange Securities shall be payable in immediately available funds in such coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Payment of principal of, premium (if any) and interest on the Exchange Securities shall be made (i) by check or draft drawn on a bank having an office located in the United States and mailed on the relevant Payment Date to the registered owner as of the close of business on the Regular Record Date immediately preceding such Payment Date, at his address as it appears on the Securities Register or (ii) by wire transfer to such registered owner as of the close of business on such Regular Record Date upon written notice of such wire transfer address in the continental United States given not less than fifteen (15) days prior to such Regular Record Date; provided , however . that if and t o the extent that there shall be a default in the payment of the interest or principal due on such Payment Date, such defaulted interest, premium (if any) and/or principal shall be paid to the Holder in whose name any such Se c urity is registered at the close of business on the Special Record Date determined by the Trustee as provided in Section 2.4 of the Indenture.

(d) The Exchange Securities will bear interest at the rate of 7.4 1 6% per annum from the most recent date on which interest has been paid on the Initial Securities or, if no interest has been paid on the Initial Securities, from March 2 , 1999. Interest on the Exchange Securities shall be computed upon the basis of a 360-day year, consisting of twelve

(12) thirty (30) day months.

(e) Except to the extent that principal has been paid on the Initial Securities prior to the Exchange Offer Consummation Date, princ i pal of t he Exchange Securities shall be paid on the Payment Dates as set forth with respect to the Exchange Securities on Schedule I hereto. The principal payable on the Payment Dates on the Exchange Securities shall be equal to the product of (i) the aggregate principal amount of Initial Securities that are exchanged for Exchange Securities as of the applicable Regular Record Date divided by the aggregate principal amount of Initial Securities originally issued by CE Generation on March 2, 1999 , multiplied by (ii) the principal amount payable in accordance with Schedule I hereto on that date.

(f) The Authorized Denomination with respect to the Exchang e Securities shall be $1 , 000 or any integral multiple thereof.

SECTION 2.3 Terms of the Initial Securities . Principal of Initial Securities not exchanged for Exchange Securities shall be paid on the Payment Dates as set forth with resp e ct to the Initial Securities on Schedule I of the Indenture. The principal payable on the Payment Dates on the Initial Securities shall be equal to the product of (i) the aggregate princ i p a l amount of the Initial Securities chat are not exchanged for Exchange Securities as of the applicable Regular Record Date divided by the amount of the Initial Securities originally issued by CE Generation on March 2, 1999, multiplied by (ii) the principal amount pa y able in accordance with Schedule I of the Indenture on that date.

SECTION 2.4 Actions to be Taken . Reference to actions to be taken in connection with any Securities means to both the Initial Securities and the Exchange Securities.

SECTION 2.5 Exchange Offer . CE Generation will issue the Exchange Securities in exchange for a like principal amount of outstanding Initial Securities tendered and accepted in connection with an Exchange Offer. Holders may tender their Initial Securities in whole or in part in a principal amount of $1,000 and integral multiples thereof, :provided that if any Initial Securities arc tendered for exchange in part, the untendered principal amount thereof must be $100,000 or any integral multiple of $1,000 in excess thereof; provided, however, that the Initial Securities so surrendered for exchange shall be duly endorsed and accompanied by a letter of transmittal or written instrument of transfer in form satisfactory to CE Generation, the Trustee and the Registrar. duly executed by the Holder thereof or his attorney who shall be duly authorized in writing to execute such document or by means of a message transmitted through electronic means in form satisfactory to CE Generation. Whenever any Initial Securities are so surrendered for exchange. CE Generation shall execute, and the Trustee shall authenticate and deliver to the Registrar, Exchange Securities in the same aggregate principal amount as the principal amount of Initial Securities that have been surrendered.

ARTICLE III

ACTS OF HOLDERS

SECTION 3.1 Determination of Voting Rights . For purposes of the Indenture all

Holders of Initial Securities and Exchange Securities shall vote together under the Indenture.

ARTICLE IV

AMENDMENTS

SECTION 4.1 Authorization and Terms of the Initial Securities . Section 2.2(c) of the Indenture is hereby amended by replacing the date "June 30, 1999" in the third line thereof with the date "June 15, 1999".

SECTION 4.2 Indebtedness . Section 5.13 of the Indenture is hereby amended by (a) deleting the word "and" from the end of paragraph (d) thereof, (b) replacing the period (" . ") at the end of paragraph (e) thereof with a semicolon (";") and (c) adding the following to the end thereof:

and (f) Indebtedness represented by the Exchange Securities.

ARTICLE V

MISCELLANEOUS

SECTION 5.1 Execution of Supplemental Indenture . This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Second Supplemental Indenture forms a part thereof. Except as amended and supplemented hereby, the Indenture (as constituted prior to the date hereof) shall remain in full force and effect.

SECTION 5.2 Concerning the Trustee . The Trustee shall not be responsible in any manner for or with respect to the validity or sufficiency of this Second Supplemental Indenture, or the due execution hereof by CE Generation, or for or with respect to the recitals and statements contained herein, all of which recitals and statements are made solely by CE Generation.

SECTION 5.3 Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument.

SECTION 5.4 GOVERNING LAW . THIS SECOND SUPPLEMENTAL INDENTURE AND EACH SECURITY ISSUED HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

IN WITNESS WHEREOF, CE Generation, LLC bas caused this Second Supplemental Indenture to be executed by one of its duly authorized officers, and Chase Manhattan Bank and Trust Company, National Association, has caused this Second Supplemental Indenture to be executed by one of its duly authorized officers, all as of the day and year first above written.



		CE GENERATION, LLC


		By:	/s/ Brian Hankel
			Name:
			Title:

		CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


		By:
			Name:
			Title:

IN WITNESS WHEREOF, CE Generation, LLC has caused this Second Supplemental Indenture to be executed by one of its duly authorized officers, and Chase Manhattan Bank and Trust Company, National Association. has caused this Second Supplemental Indenture to be executed by one of its duly authorized officers, all as of the day and year first above written.



CE GENERATION, LLC


By:
	Name:
	Title:

CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


By:	/s/ R. L. Maravilla
	Name:	R. L. Maravilla
	Title:	Assistant Vice-President

Schedule I to

Second Supplemental Indenture

PRINCIPAL AMORTIZATION

Except to the extent that principal has been paid on the Initial Securities prior to the Exchange Offer Consummation Date, principal of the Exchange Securities Due December 15, 2018 will be payable on the Payment Dates listed below in an amount equal to the product of (i) the aggregate principal amount of Initial Securities that are exchanged for Exchange Securities as of the applicable Regular Record Date divided by the aggregate principal amount of Initial Securities originally issued by CE Generation on March 2, 1999, multiplied by (ii) the principal amount payable in accordance with this Schedule I :



Payment Date	Percentage of Principle Amount Payable

June 15, 2000	1.300	%
December 15, 2000	1.300	%
June 15, 2001	1.575	%
December 15, 2001	1.575	%
June 15, 2002	2.575	%
December 15, 2002	2.575	%
June 15, 2003	2.250	%
December 15, 2003	2.250	%
June 15, 2004	1.825	%
December 15, 2004	1.825	%
June 15, 2005	1.850	%
December 15, 2005	1.850	%
June 15, 2006	2.400	%
December 15, 2006	2.400	%
June 15, 2007	2.250	%
December 15, 2007	2.250	%
June 15, 2008	3.525	%
December 15, 2008	3.525	%
June 15, 2009	3.075	%
December 15, 2009	3.075	%
June 15, 2010	1.775	%
December 15, 2010	1.775	%
June 15, 2011	1.900	%
December 15, 2011	1.900	%
June 15, 2012	2.560	%
December 15, 2012	2.560	%
June 15, 2013	2.550	%
December 15, 2013	2.550	%
June 15, 2014	3.225	%



December 15, 2014	3.225	%
June 15, 2015	3.380	%
December 15, 2015	3.380	%
June 15, 2016	3.660	%
December 15, 2016	3.660	%
June 15, 2017	3.780	%
December 15, 2017	3.780	%
June 15, 2018	4.545	%
December 15, 2018	4.545	%

EXHIBIT A

F ORM OF FACE OF SECURITY

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS HELD BY T HE DEPOSITORY TRUST COMPANY. A NEW YORK CORPORATION (" DTC "). OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES HELD BY A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANS F ER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR A.ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMTN.l!E TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE MADE EXCEPT IN LIMITED C I RCUMS T ANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CE GENERATION OR ITS AGENT FOR EXCHANGE OR PAYMENT, AND ANY DEFINTIVE SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED IN WRITING BY DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON lS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, DTC OR ITS NOMINEE, HAS AN INTEREST HEREIN .

A- 1

CE GENERATION, LL C

7 . 416% Senior Secured Bonds Due December 15. 2018

No . __ CUSIP Number: 125152 AC 2

ISIN Numbe r : US 12 5 152AC23

Principal Amount: $[___________]

Maturity Date: December 15, 2018

Issue Date: March 6 , 2000

Interest Rate: 7.416%

Registered Holder: CEDE & CO.

CE GENERATION LLC , a Delaware limited li ability co m pany (" CE Generation ", which term includes any successor or assign under the Inde n ture referred to below) , for value r eceived hereby promises to pa y to [NAME OF REGISTERED HOLDER]. or it s registered assigns, on each date (each a " Scheduled Payment Date ' ' ) the principal sum corresponding to su c h Sched u led Payment Date set forth on Schedule I to the Indenture (reduced b y the amount of principal if any, paid or due, or t o be paid or to b ec ome due, on the Initial Sec uri ties (as defined in the S e cond Supplemen t al Indenture dated M arch 6 , 2000) ) , o r on such earlier da te as the entire princ i pal hereof may be c ome due in accordance with the provisio ns hereof, and to pay interest in arrears on J une 15 and December 15 ( each an " Interest Payment Date " ) , commenc in g June 15, 2000, on the unpaid portion of the principal of this Security a t the rate of 7. 4 16% per annum. Interest shall accrue from th e date of th e last interest payment on the Ini t ial Securities ( as defined i n the Second Supplemental Indenture dated March 6 , 2000) occurring prior to the issue date set forth above until payment of said p rincipa l sum has been made or duly provided for. The interest p ayable o n any such Inter e st Payment Date will, s u bject to certain conditions set forth he re in, be paid to the person in whos e name this Security is registered at the end of the first day of the month , whether or not a Bu s iness Day, immedi a tely preceding such Inter e st Payment Date. Such payments shall be made exclusively in such coin or currency of the Uni t ed S t ates of America as at the time of payment shall be le g al tender for the paym e nt of publ i c and private debts .

The statement s in the legend se t forth abov e, if any , are an integral part of the terms of this Security and by a c ceptance hereof the holder of this Security agrees to b e s ub j ect t o and bound by the terms and p r o v isions set forth in such legend, if an y .

REFERENCE IS MADE TO THE FURTHER PROVISIONS SET FORTH UNDER THE T E RMS AND CONDITIONS OF SECURITY ATTACHED HERE T O. SUC H FURTH E R PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT A S THOUGH FULLY SET FORTH AT THIS PLACE .

A- 2

Unless the certificate of authentication hereon has been executed by th e Trustee referred to on the attachment hereto by manual signature, t his Securit y shall not be en ti tled to any b enefit under the Inden tu r e or be valid or obligato ry for any purp o se.

A- 3

IN WITNESS WHEREOF, CE Generation has caused this instrument to be duly executed.

Date: ____________



		CE GENERATION, LLC


		By:
			Name:
			Title:

This is one of the Securities described in the within-mentioned Indenture.



		CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


		By:
			Name:
			Title:

A- 4

EXHIBIT B

FORM OF TERMS AND CONDITIONS OF SECURITIES

Principal Amount: $[__________]

Interest Rate: 7.416%

Payment Dates: June 15 and December 15

Minimum Denominations: US $1,000 and any integral multiple thereof

Other Terms:

1. General . This Security is one of a duly authorized issue of debt securities (the " Securities ") of CE Generation, LLC (" CE Generation ") issued pursuant to an Indenture, dated as of March 2, 1999, as supplemented by the First Supplemental Indenture dated as of February 4, 2000 and the Second Supplemental Indenture dated as of March 6 2000 (as so supplemented and as the same may be further amended, modified or supplemented from time to time, the " Indenture "), each between CE Generation and Chase Manhattan Bank and Trust Company, National Association, as trustee (" Trustee "). All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in Appendix A to the Indenture. The holders of the Securities will be entitled to the benefits of, be bound by, and be deemed to have notice of, all of the provisions of the Indenture. A copy of the Indenture is on file and may be inspected at the corporate trust office of the Trustee in San Francisco, California, at the offices of the paying agents listed at the foot of this Security and at the principal office of CE Generation set forth in Section 17 hereto.

2. Payments and Paying Agencies . (a) All payments on th.is Security shall be made exclusively in immediately available funds and in such coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts.

(b) The Person in whose name any Security is registered at the close of business on any Regular Record Date with respect to any Scheduled Payment Date shall be entitled to receive the principal, premium (if any) and/or interest payable on such Scheduled Payment Date notwithstanding the cancellation of such Security upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Scheduled Payment Date; provided , however , that if and to the extent there is a default in the payment of the principal, premium (if any) and/or interest due on such Scheduled Payment Date, such defaulted principal, premium (if any) and/or interest shall be paid to the Persons in whose names Outstanding Securities are registered at the close of business on a subsequent date (each such date, a '' Special Record Date "), which shall not be less than five (5) days preceding the date of payment of such defaulted principal, premium (if any) and/or interest, established by a notice mailed by the Trustee to the registered owners of the Securities in accordance with Section 12.5(b) of the Indenture not less than fifteen (15) days prior to the Special Record Date.

Exhibit B- 1

(c) If any date for the payment of principal of, p r emium (if any) o r interest on the Securities is not a Business Day, such payment shall be due on the first Business Day thereafter. Any payment made on such next succeeding Business Day shall have the same force and · effect as if made on the date on which such payment is due, a n d no interest shall accrue for the period after such date.

(d) Interest shall be calculated on the basis of a 360-day year of twelve 30-day months.

(e) Whenever in this Security there is a reference, in any context, to the payment of tile principal of. premium, if any , or interest on, or in respect of, any Security, such reference shall be deemed to include a reference to the payment of additional interest upon an Illiquidity Event payable as described in the Registration Rights Agr e ement to the extent that, in such context , additional interest is, were or would be payable in respect o f this Security pursuant to the Registrat i on Rights Agreement.

3. Amendments and Supplements to Indenture

(a ) Without Consent of Holders . The Indenture may be amended or supplemented by CE Generation and the Trustee at any rime and from time to time, without the consent of the Holders, by a Supplemental indenture authorized by a resolution of the Board of Directors of CE Generation filed with, and in form satisfactory to, the Trustee, solely for one or more of the following purposes:

(i) to add additional covenants of CE Generation. to surrender any right or power therein conferred upon CE Generation or to confer upon the Holders any addi t ional rights , remedies, benefits. powers or authorities that may lawfully be conferred;

(ii) to increase the assets securing CE Generation's obligations under the Indenture;

(iii) to provide for the issuance of Additional Securities on the conditions set forth in Section 2.3 of the Indenture;

(iv) for any purpose not inconsistent with the terms of the Indenture to cure any ambiguity or to correct or supplement any provision contained therein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained therein or in any Supplemental Indenture;

(v) in connection with, and to reflect, any amendments to the provisions hereof required by the Rating Agencies in circumstances where confirmation of the Ratings is required under the Indenture in connection with the i ssuance of Additional Securities or the taking of other actions by CE Generation ; provided , however , that such amendments are not, in the judgment of the Trustee, to prejudice of the Trustee or the Holders; or

Exhibit B- 2

(vi) to provide for the issuance of Exchange Securities, as contemplated by the Registration Rights Agreement.

(b) With Consent of Holders . The indenture may be amended or supplemented by CE Generation and the Trustee at any time and from time to time, with the consent of the Majority Holders. for the purpose of adding any mutually agreeable provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture, except with respect to (a) the principal, premium (if any) or interest payable upon any Securities, (b) the dates on which interest on or principal of any Securities is paid. (c) the dates of ma t urity of any Securities and (d) Article 8 of the Indenture. The matters of the Indenture described in clauses (a) through (d) of the preceding sentence may be amended or supplemented by CE Generation and the Trustee at any time and from time to time only with the consent of the One Hundred Percent Holders. Notice of any such amendment shall be given by CE Generation to any Rating Agency then maintaining a Rating for the Securities.

4. Replacement. Exchange and Transfer of Securities . (a) If any Security shall become mutilated, CE Generation shall execute, and the Trustee shall authenticate and deliver, a new Security of like tenor, maturity and denomination in exchange and substitution for the Security so mutilated, but only upon surrender to the Trustee of such mutilated Security for cancellation, and CF. Generation or the Trustee may require reasonable indemnity therefor. If any Security shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Trustee. If such evidence shall be satisfactory to both the Trustee and CE Generation and indemnity satisfactory to both shall be given, CE Generation shall execute, and thereupon the Trustee shall authenticate and deliver , a new Security of like tenor, maturity and denomination. The cost of providing any substitute Security under the provisions of Section 2.10 of the Indenture shall be borne by the Holder for whose benefit such substitute Security is provided. If any such mutilated, lost, stolen or destroyed Security shall have matured or be about to mature, CE Generation may, with the consent of the Trustee, pay to the Holder thereof the principal amount of such Security upon the maturity thereof and compliance with the aforesaid conditions by such Holder, without the issuance: of a substitute Security therefor, and likewise pay to the Holder the amount of the unpaid interest, if any, which would have been paid on a substitute Security bad one been issued.

(b) Every substitute Security issued pursuant to Section 2.10 of the Indenture shall constitute an additional contractual obligation of CE Generation, whether or not the Security alleged to have been mutilated, destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionally with any and all other Securities duly issued hereunder.

(c) All Securities shall be held and owned upon the express condition that the foregoing provisions are, to the extent permitted by Applicable Law, exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude any and all other rights and remedies with respect thereto.

5. Trustee . For a description of the duties and the immunities and rights of the Trustee under the Indenture. reference is made to the Indenture, and the obligations of the Trustee to the holder hereof are subject to such immunities and rights.

Exhibit B- 3

6. Paying Agents; Transfer Agents; Registrars ;. CE Generation has initially appointed the Trustee as paying agent, transfer agent and registrar. CE Generation may, subject Lo the terms of the Indenture, at any time appoint additional or other paying agents , transfer agents and registrars and terminate the appointment thereof; provided that while the Securities are Outstanding CE Generation will maintain offices or agencies for payment of principal of and interest on this Security as herein provided in the Borough of Manhattan, the City of New York. Notice of any such termination or appointment and of any change in the office through which any paying agent. transfer agent or registrar will act will be promptly given in the manner described in Section 8 hereof.

7. Enforcement . (a) Subject to the Intercreditor Agreement and the provisions of Article 6 of the Indenture, a Holder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise for the appointment of a receiver or for the enforcement of any other remedy under or upon the Indenture, unless:

(i) such Holder shall have previously given written notice to the Trustee of a continuing Event of Default;

(ii) Holders representing the percentage of aggregate principal amount of Outstanding Securities needed to initiate the exercise of remedies shall have requested the Trustee in writing to institute such suit. action or proceeding;

(iii) the Trustee shall have refused or neglected to institute any such suit, action or proceeding for sixty (60) days after receipt of such notice by the Trustee; and

(iv) no direction inconsistent with such written request has been given to the Trustee during such sixty (60) day period by the Majority Holders.

(b) Subject to the Intercreditor Agreement, it is understood and intended that one or more of the Holders shall not have any right in any manner whatsoever hereunder or under the Indenture to (i) surrender, impair, waive, affect, disturb or prejudice the Lien of the

Security Documents on any property subject thereto or the rights of any other Holders, (ii) obtain or seek. to obtain priority or preference over any other Holders or (iii) enforce any right

hereunder or under the Indenture, except in the manner provided herein or in the Indenture and for the equal, ratable and common benefit of an of the Holders.

8. Notices . Notices will be mailed to Holders at their addresses as they appear in the Securities Register. Notice sent by first class mail, postage prepaid, shall be deemed to have been given on the date of such mailing. In addition, CE Generation will cause all such other publications of such notices as may be required from time to time by Applicable Law.

9. Redemption at the Option of CE Generation . The Securities are, under certain conditions. subject to redemption at the option of CE Genera t ion as set forth in Section 3.1 of the Indenture.

Exhibit B- 4

10. Mandatory Redemption . The Securities are subject to manda t ory redemption under certain circumstances as set forth in Section 3.2 of the Indenture .

11. Authentication . This Security shall not be valid for any purpose until an Authorized Representative of the Trustee manually signs the certificate of authentication hereon substantially in the form set forth in Exhibit A lo the Indenture,

12. Governing Law . THIS SECURITY IS A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK OF THE UNITED ST ATES AND SHALL !'OR ALL PURPOSES BE GOVERNED BY AND CONSTR U ED IN ACCORDANCE WITH THE LAWS OF SUCH ST ATE WITHOUT REGARD TO THE CONFLICT OF LAW R U LES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL

OBLGATIONS LAW) .

l3. Warranty by Issuer . Subject to Section 11 , CE Generation hereby certi fi es and warrants that all acts, conditions and things required to be done and performed and to h a ve happened precedent to the creation and issuance of this Security, and to constitute the same a legal, valid and binding obligation of CE Generation enforceable in acco r dance w ith i t s term s , have been done and performed and have happened in due and strict compliance with a ll Applicable Laws.

14 . Trustee D e alings with CE Generation . Subject to certain limitations imposed by the Securities Act, the Trustee under the Indenture , in its indi v idual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by CE Generation or its Affiliates and may otherwise deal with CE Generation or its Affiliates with the same rights it would have i f it were not Trustee.

15. No Recourse Against Others . A direc t or. officer , employee . p artner, member, affiliate , agent, servant or stockholder, as such, of CE Generation or t he Trustee shall not have any liability for any obligations of CE Generation under the Securities or the Indenture or for any claim based on, in respect of or by reason of su c h obligations or their cr e ation . By accepting a Security, each Holder waives and releases all such liabil i ty. Such waiver and release are part of the consid e ration for the issue of the Securiti es ,

16. CUSIP Numbers . Pursuant to a r ec ommend a tion p r omul g ated b y the Committee on Uniform Security Identification Procedures, CE Generation has cau s ed CUSIP numbers to be printed on the S e curi ti es and has dire c ted the Trustee to use CUSIP numbers i n notice s of redemption as a c o nvenience to Security holders. No represen ta tion is m a de as to t he accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption .

17 . Indentures , CE Generat i on will fu rni s h t o an y Holder upon w ritten

request and without c harge a copy of the Indenture. Requests may b e made to: CE Generation . LLC, 3 0 2 South 36th Street. Suit e 4 0 0 , Om a ha, Nebrask a 6 8 1 3 1, Attenti o n: General Counsel.

18 . Abbreviations . Cu s tomary abbrev i at i ons ma y be u sed in the nam e o f a

H older o r an assignee, suc h as TEN C O M (Tenants in Common ) , TEN ENT (Tenants by th e

Exhibit B- 5

Entireties), JT TEN (Joint Tenants with Rights of Survivorship and not as Tenants in Common), CUST (Custodian). and U/G/M/A (Uniform Gift to Minors Act).

19. Descriptive Headings . The descriptive headings appearing in these Terms and Conditions are for convenience of reference only and shall not alter, limit or define the provisions thereof.

Exhibit B- 6

EXHIBIT 4.94

ALTALINK INVESTMENTS, L.P.

- and-

ALTALINK INVESTMENT MANAGEMENT LTD.

- and-

BNY TRUST COMPANY OF CANADA

MASTER TRUST INDENTURE

November 21, 2005

;;ODMA\PCDOCS'CALOl\74567\6

TOR_P2Z: 1471845.2

1049083

TABLE OF CONTENTS



			Page

ARTICLE 1		DEFINITIONS AND INTERPRETATION	2
	1.1	Definitions	2
	1.2	Publication	17
	1.3	Number and Gender	17
	1.4	Invalidity, etc	17
	1.5	Headings, etc	17
	1.6	Governing Law	18
	1.7	Jurisdiction	18
	1.8	References	18
	1.9	Currency	18
	1.10	Generally Accepted Accounting Principles	18
	1.11	Actions on Days Other than Business Days	19
	1.12	General Provisions as to Certificates, Options, etc	19
	1.13	Meaning of "Outstanding" for Certain Purposes	20
ARTICLE 2		CAPTIAL MARKETS PLATFOR INDEBTEDNESS	20
	2.1	Establishment of Capital Markets Platform	20
	2.2	Form of Indebtedness	21
	2.3	Issuance and Delivery of Bonds	21
	2.4	Conditions Precedent to Delivery of Any Series	22
	2.5	Additional Conditions Precedent to Delivery of Refunding Bonds	24
	2.6	Application of Proceeds of Bonds	25
	2.7	Terms	25
	2.8	Mandatory Provisions of Pledged Bonds	25
	2.9	Mandatory Provisions of Subordinated Bonds	27
ARTICLE 3		GENERAL TERMS AND PROVISIONS OF BONDS	32
	3.1	Bonds Generally	32
	3.2	Payment Dates	33
	3.3	Legends	33
	3.4	Form of Legends for Global Bonds	33
	3.5	Place and Medium of Payment	33
	3.6	Form and Denominations	34
	3.7	Interchangeability of Bonds	34
	3.8	Negotiability, Transfer and Registry	35
	3.9	Regulations with Respect to Exchanges and Transfers	38
	3.10	Bonds Mutilitated, Defaced, Destroyed, Stolen or Lost	39
	3.11	Preparation of Definitive Bonds and Temporary Bonds	39
	3.12	Cancellation and Destruction of Bonds or Coupons	40
	3.13	Authentication	40
	3.14	Registers Open for Inspection	41
	3.15	Right to Redeem	41
	3.16	Election to Redeem	41
	3.17	Bonds to Be Redeemed	42
	3.18	Notice to Redemption	42

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(continued)



			Page

	3.19	Deposit of Redemption Price	42
	3.20	Bonds Payable on Redemption Date	43
	3.21	Bonds Redeemed in Part	43
	3.22	Mandatory Sinking Fund Redemption	43
	3.23	Purchase for Cancellation	43
ARTICLE 4		DISBURSEMENTS OF NET REVENUES AND ESTABLISHMENT OF ACCOUNTS	44
	4.1	Disbursements of Net Revenues	44
	4.2	Establishment of and Disbursement from Sinking Funds	45
	4.3	Administration of Accounts, Funds and Reserve Funds	45
	4.4	General Regulations as to Permitted Investments	46
ARTICLE 5		UNSECURED	47
	5.1	No Security Interests	47
	5.2	Priority of Bonds	47
	5.3	Power of Attorney	47
ARTICLE 6		COVENANTS	48
	6.1	General Covenants of the Issuer	48
	6.2	[Intentionally Left Blank]	50
	6.3	Financial Instrument Obligations	50
	6.4	Reporting Requirements	50
	6.5	Office for Servicing Bonds	51
	6.6	Negative Pledge	51
	6.7	Mergers, Consolidations and Sales of Assets	51
	6.8	Subsidiaries	52
	6.9	Notice of Default	52
	6.10	Deposit of Insurance Proceeds	53
	6.11	Transactions with Non-Arm's Length Persons	53
	6.12	Environmental Covenants	53
	6.13	Not to Extend Time for Payment of Interest	54
	6.14	Limitation on Distributions to Partners	54
ARTICLE 7		NOTICE	54
	7.1	Notice to Issuer and General Partner	54
	7.2	Notice to Bondholders	55
	7.3	Notice to the Trustee	55
	7.4	Postal Service Interruption	56
	7.5	Electronic Communication	56
ARTICLE 8		SUPPLEMENTAL INDENTURES	56
	8.1	Provision for Supplemental Indentures	56
	8.2	Correction of Manifest Errors	57
	8.3	General Provisions	57
	8.4	Supplemental Indentures to Prevail	58
ARTICLE 9		AMENDMENTS; RESOLUTIONS OF BONDHOLDERS	58
	9.1	Right to Convene Meeting	58
	9.2	Notice	59

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	9.3	Chair of Meeting	59
	9.4	Quorum	59
	9.5	Power to Adjourn	60
	9.6	Poll	60
	9.7	Voting	60
	9.8	Regulations	60
	9.9	Issuer and Trustee May Be Represented	61
	9.10	Powers Exercisable by Extraordinary Resolution	61
	9.11	Powers Cumulative	63
	9.12	Minutes	63
	9.13	Binding Effect of Resolutions	63
	9.14	Instruments in Writing	64
	9.15	Series Approval	64
	9.16	Determination of Indebtedness Outstanding Under Pledged Bonds	65
	9.17	Deemed Consent of Bondholders	65
	9.18	Special Bondholders' Resolution	66
	9.19	Exclusion of Bonds	66
	9.20	Notation of Bonds	66
	9.21	Exercise of Rights by Holders of Subordinated Bonds	67
ARTICLE 10		DEFAULT AND REMEDIES	67
	10.1	Events of Default	67
	10.2	Acceleration	69
	10.3	Waiver of Default	69
	10.4	Enforcement by the Trustee	69
	10.5	Enforcement by Bondholders	71
	10.6	Trustee's Discretion and Calculation of Amounts Payable	71
	10.7	Termination of Proceedings	72
	10.8	Possession of Bonds by Trustee Not Required	72
	10.9	Remedies Note Exclusive	72
	10.10	No Waiver of Default	72
	10.11	Notice to Bondholders and Issuer	72
	10.12	Application of Money	72
	10.13	Distribution of Proceeds	73
	10.14	Judgment Against the Issuer	74
	10.15	Rights of Subordinated Bonds	74
ARTICLE 11		CONCERNING THE FISCAL AGENTS	74
	11.1	Trustee	74
	11.2	Appointment and Acceptance of Duties of Paying Agents	74
	11.3	Funds Held in Trust and Security Therefor	75
	11.4	Responsibility of Fiscal Agents	75
	11.5	Evidence on which Fiscal Agents May Act	75
	11.6	Compensation and Expenses	76
	11.7	Permitted Acts and Functions	76

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	11.8	Resignation of Trustee	76
	11.9	Removal of Trustee	77
	11.10	Appointment of Successor Trustee	77
	11.11	Transfer of Rights and Property to Successor Trustee	77
	11.12	Merger of Consolidation	78
	11.13	Adoption of Authentication	78
	11.14	Resignation or Removal of Paying Agents and Appointment of Successors	78
	11.15	Evidence of Signatures of Bondholders and Ownership of Bonds	79
	11.16	Preservation and Inspection of Documents	80
	11.17	Indemnification of Fiscal Agents	80
	11.18	Additional Provisions	80
	11.19	Trustee not Liable	81
ARTICLE 12		DEFEANCE	81
	12.1	Defeasance	81
	12.2	Providing for Payment of Bonds	83
	12.3	Deposit to Be Held in Trust	84
	12.4	Reinstatement	84
	12.5	Indemnity	85
ARTICLE 13		MISCELLANEOUS	85
	13.1	Funds Held for Particular Bonds and Coupons	85
	13.2	No Recourse under Indenture or on Bonds	85
	13.3	Judgment Currency	86
	13.4	Withholding Tax	87
	13.5	General Partner	87
	13.6	Counterparts	87
	13.7	Effective Date	88

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MASTER TRUST INDENTURE

THIS MASTER TRUST INDENTURE is made as of the 21 day of November, 2005.

BETWEEN:

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

- and-

ALTALINK INVESTMENT MANAGEMENT LTD., a company incorporated under the laws of the Province of Alberta,

- and-

BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on the business of a trust company in all of the provinces and territories of Canada,

WHEREAS the Issuer wishes to borrow money by creating and issuing bonds and other debt securities and to enter into credit facility agreements, swaps and other hedging instruments in connection therewith and engage in other forms of borrowing, all in the manner set forth in this Indenture;

AND WHEREAS the Issuer, under the laws relating thereto, is duly authorized to create, and issue the Bonds to be issued as herein provided;

AND WHEREAS the Issuer has done and performed all things necessary to make the Bonds, when issued by the Issuer and authenticated by the Trustee as provided in this Indenture, legal, valid and binding obligations of the Issuer with the benefits and subject to the terms of this Indenture;

AND WHEREAS the Issuer intends to issue Bonds, either as direct evidence of indebtedness or as collateral security for indebtedness and financial obligations of the Issuer, in Series, each Series of Bonds to be issued pursuant to a Supplemental Indenture pursuant to which the terms and conditions of Bonds of such Series shall be set out;

AND WHEREAS the Trustee has agreed to act as trustee with respect to the Bonds on the terms and conditions set out herein;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee;

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NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party) the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Indenture and in any supplements or amendments hereto and in the Bonds and any certificate, opinion or other document herein or therein mentioned, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

"AEUB" means the Alberta Energy and Utilities Board or any successor or replacement board regulating the transmission of electricity in the Province of Alberta.

"Affiliate" of any specified Person means any other Person directly or indirectly

Controlling, Controlled by, or under common Control with such Person.

"ALP" means AltaLink, L.P., an Alberta limited partnership.

"Applicable Utilities Legislation" means the Alberta Energy and Utilities Board Act

(Alberta), , the Public Utilities Board Act (Alberta) and any other legislation that now or in the future regulates the operations of the Issuer, as each may be amended or

supplemented from time to time.

"Authorized Amount" means, with respect to a Commercial Paper Program, the maximum principal amount of Indebtedness which is then authorized by the Issuer to be outstanding at any one time.

"Authorized Newspapers" means not less than three (3) newspapers or financial journals customarily published (except in the case of legal holidays) at least once a day for at least five (5) days in each calendar week, two of which are published in the English language and are of general circulation in the City of Calgary, Alberta, and the City of Toronto, Ontario and the third of which is published in the French language and is of general circulation in the City of Montreal, Quebec.

"Authorized Officer'' means:

(a)

with respect to any Person, the Chairman, the Chief Executive Officer, the Managing Director, any Director, the Vice Chairman, the Treasurer, the Controller, the Secretary, a Vice President, the Executive Vice-President and Chief Financial Officer (in the case of the Issuer) or any other senior officer so designated by a certificate signed by the Chairman or Managing Director or Executive Vice-President and Chief Financial Officer' and filed with the Trustee for so long as such designation shall be in effect; and


(b)	with respect to the certification of any rule, regulation, by-law or resolution of a Person or any other document filed by the Secretary or an Assistant Secretary in his or her capacity as such officer or of which he or she has custody on behalf of the Issuer, the

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Managing Director, any Director, a Vice President, Executive Vice-President, and Chief Financial Officer, the Secretary or an Assistant Secretary.

''Bond" means any evidence of Indebtedness of the Issuer authenticated and delivered by the Trustee under and pursuant to this Indenture and constituting either an Obligation Bond or a Pledged Bond.

"Bond Documents" has the meaning set out in Paragraph 2.9(m)(i).

"Bondholder" or "holder" or words of similar import, when used with reference to a Bond, means any Person who shall be, at the relevant time, the bearer of any Outstanding coupon Bond which is not registered as to principal, or the Person whose name is, at the relevant time, entered in one of the registers referred to in Article 3 for any Outstanding registered Bond, including any Person in whose name a Pledged Bond is registered as trustee, security holder or in another fiduciary capacity.

"Bondholder's Certificate" means a certificate executed by a Bondholder pursuant to Section 9.16 or Subsection 10.6(b) that specifies the matters therein required. In the case of a Bondholder that is not an individual, such certificate shall be signed by any Authorized Officer of such Bondholder.

"Bondholders' Request" means an instrument requesting the Trustee to take or refrain from taking some action or proceeding specified therein, signed in one or more counterparts by the holder or holders of Senior Bonds representing not less than twenty• five percent (25%) of the principal amount of all Senior Bonds then Outstanding or with respect to a Series of Senior Bonds, signed in one or more counterparts by the holder or holders of such Series of Senior Bonds representing not less than twenty-five percent (25%) of the principal amount of such Series of Senior Bonds then Outstanding; provided that if no Senior Bonds are outstanding or if relating solely to Subordinated Bonds, the term "Bondholders' Request" shall mean an instrument requesting the Trustee to take or refrain from taking some action or proceeding specified therein, signed in one or more counterparts by the holder or holders of Subordinated Bonds representing not less than twenty-five percent (25%) of the principal amount of all Subordinated Bonds then Outstanding or with respect to a Series of Subordinated Bonds, signed in one or more counterparts by the holder or holders of such Series of Subordinated Bonds, representing not less than twenty-five (25%) of the principal amount of such Series of Subordinated Bonds then Outstanding.

"Business" means the following businesses and services:


(a)	the ownership of limited partnership units of ALP;


(b)	direct or indirect participation in the transmission of electricity;


(c)	the ownership or operation of electrical transmission lines and infrastructure, including the use of such infrastructure for telecommunication or other communication purposes;


(d)	engineering services related to the transmission and/or distribution of electricity and related administrative services associated with activities in (a), (b) and (c);

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(e)	acquiring, merging with or otherwise combining with and/or holding ownership or other interests in another Person who is engaged only in any of the activities in (a), (b), (c) or (d); and


(f)	such other services which are determined by the Issuer to be most effectively provided in conjunction with the above business and are ancillary to the above business, whether or not such services are regulated by the AEUB.

For greater certainty "Business" shall not include the generation and/or distribution of electricity or sale of power.

"Business Day" means any day on which banks are generally open for business in both the Cities of Calgary, Alberta, and Toronto, Ontario other than Saturday, Sunday or any statutory or civic holiday in the Cities of Calgary and Toronto.

"Canadian Dollars" and "Cdn. $" means the currency of Canada.

"Capital Expenditures" means expenditures which are capitalized by the Issuer in accordance with GAAP.

"Capital Lease Obligation" means any monetary obligation of the Issuer under any leasing or similar arrangement which, in accordance with GAAP, would be classified as a capital lease and for the purposes hereof, the amount of Capital Lease Obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

"CDS" means The Canadian Depository for Securities Limited and its successors in interest.

"Central Government Obligation" means any obligation or debt of, or unconditionally guaranteed as to principal and interest by, the central government of a country which is denominated in the currency of that country, or in the case of Canada, which is denominated in the currency of Canada or in the currency of the United States of America, the long term obligation or debt of which is rated in one of the top two rating categories (AAA, or AA or equivalent) by one of the Rating Agencies, if such obligation or debt is rated only by one of the Rating Agencies, or, in any other case, by at least two of the Rating Agencies.

"Class" shall mean, with respect to any Series, any of the classes of Bonds of that Series established under the Supplemental Indenture creating such Series.

"Commercial Paper Program" means obligations for borrowed money having a duration of not more than three hundred and sixty (360) days which is issued and re• issued by the Issuer from time to time having a rating of at least R1 (low) or equivalent from one of the Rating Agencies, if such Indebtedness is rated only by one of the Rating Agencies, or, in any other case, by at least two of the Rating Agencies, and is outstanding up to the applicable Authorized Amount.

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"Contaminant" means any pollutant, dangerous, toxic or Hazardous Substance or waste of any description whatsoever, hazardous materials or contaminants, all as defined in any Environmental Law, but excludes cleaning and related products used in the operation and maintenance of the Business which are normally used by reasonable professional operators of similar businesses.

"Control" , when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "Controlling" and "Controlled" have corresponding meanings.

"Cost of Issuance" means any amount payable or reimbursable, directly or indirectly, by the Issuer and related to the authorization, offering, sale, issuance and delivery of Bonds or the entering into of any agreement or instrument secured by a Bond, including but not limited to travel and other expenses of any officer or employee of the Issuer in connection with the authorization, offering, sale, issuance and delivery of such Bonds or the entering into of such agreement or instrument, printing costs, costs of preparation and reproduction of documents, filing, registration and recording fees, initial fees and charges of any trustee, fees payable for listing the Bonds on a securities exchange, legal fees and disbursements, fees and other costs relating to the filing or registration of any notice or document, fees and disbursements of any consultant, consulting engineer or independent accountant, fees and disbursements of other consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transaction and safekeeping of Bonds, credit facility charges (other than repayment of principal, payment of interest, commitment fees, annual fees or similar amounts) and underwriting and agency fees, expenses and commissions (whether payable as such or reflected in a discount to the purchase price of a Bond).

"Counsel" means a barrister and solicitor or attorney (other than a barrister and solicitor or attorney who is an employee of the Issuer) or firm of barristers and solicitors or attorneys, in each case selected by the Issuer and satisfactory to the Trustee, acting reasonably.

"Counsel's Opinion" and "Opinion of Counsel" means a written opinion of Counsel.

"Counterparty" shall mean a member of the International Swap Dealers Association

who at the time the Financial Instrument Obligation is entered into is rated in one of the

three top rating categories by at least one Rating Agency or a Person guaranteed by such a member.

"coupon Bond" means any Bond which is issued with coupons attached.

"coupons" means the interest coupons attached to Bonds not registered as to both principal and interest.

"Credit Facility" means a letter of credit, a line of credit, a surety bond or other financial instrument which obligates a third party to pay or provide funds to, or at the direction of, the Issuer or a Fiscal Agent.

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"DBRS" means Dominion Bond Rating Service Limited and its successors for so long as it shall perform the functions of a securities rating agency.

"Default" means any event which with the giving of notice or the lapse of time or both would constitute an Event of Default.

"Depositary" means, with respect to Bonds of any Series issuable in whole or in part in the form of one or more Global Bonds, a clearing agency (registered, if required, under the securities legislation governing such Series) that is designated to act as depositary for such Bonds pursuant to the provisions of the Supplemental Indenture authorizing such Series of Bonds.

"Environmental Approvals" means all applicable permits, licences, authorizations, consents, directions or approvals required by Government Authorities pursuant to the Environmental Laws with respect to the operation of the Business.

"Environmental Laws" means all applicable federal, provincial and local laws, by-laws, rules, regulations, orders, codes and judgments relating to the protection of the environment and public health and safety, and without restricting the generality of the foregoing, includes without limitation those Environmental Laws relating to the storage, transportation, treatment and disposal of Hazardous Substances, employee and product safety, and the Release or threatened Release of Hazardous Substances into the air, surface water, ground water, land surface, subsurface strata or any building or structure and, in each such case, as such Environmental Laws may be amended or supplemented from time to time.

"Event of Default" has the meaning ascribed thereto in Section 10.1.

"Extraordinary Resolution" means a resolution certified by the Trustee as duly passed at a meeting (including an adjourned meeting) of the Bondholders duly convened for the purposes and held in accordance with the provisions of Article 9 and passed by the holder or holders of Outstanding Bonds of all Series affected by the subject matter of the resolution representing not less than sixty-six and two-thirds percent (66-2/3%) of the votes cast in respect of such resolution at such meeting, and, if so provided in any Supplemental Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant Supplemental Indenture, which resolution is in full force and effect on the date of such certification. "Extraordinary Resolution" shall also mean a resolution certified by the Trustee as having been passed as such by an instrument in writing in accordance with Section 9.14. Unless the resolution relates solely to the terms of a Series or Funds available solely for such Series, the subject matter of the resolution shall be presumed to affect the holders of all Outstanding Bonds.

"Financial Instrument Obligation" means the obligation under any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, commodity future, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other similar transaction, including any option to enter into any of the foregoing, or any combination of the foregoing. The amount of any Financial Instrument Obligation is the net amount due to or accruing due under the agreement governing such obligation, determined by marking the obligation to market at the time of determination in accordance with its terms.

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"Fiscal Agent" means the Trustee, any depository of the Funds or Accounts required under this Indenture or any sub-account thereof, any Paying Agent or any or all of them, as may be appropriate.

"Fiscal Year" means, with respect to the Issuer a twelve (12) month period commencing on the first day of January of each calendar year or such other fiscal year as the Issuer may adopt after prior notice to the Trustee and "Fiscal Year end" means the last day of a Fiscal Year.

"Fluctuating Cdn. $ Equivalent" means, as of any particular date, with reference to any amount (the "Original Amount" ) expressed in a currency other than Canadian Dollars (the "Original Currency" ),an amount expressed in Canadian Dollars which would be required to buy the Original Amount of the Original Currency using the noon rate of the Bank of Canada for the purchase of the Original Currency with Canadian Dollars on that date or any equivalent rate published by the Bank of Canada as a successor or similar rate.

''fully registered Bonds" means Bonds registered as to both principal and interest.

"Fund" or "Account" means any fund, reserve fund or account established pursuant to this Indenture, including any Sinking Fund.

"GAAP" means Canadian generally accepted accounting principles in effect from time to time as set out in Section 1.10.

"General Partner" means AltaLink Investment Management Ltd. in its capacity as general partner of the Issuer and its successors and permitted assigns in such capacity.

"General Sinking Fund" means the General Sinking Fund described in Section 4.2 and established pursuant to a Supplemental Indenture and includes all money and Permitted Investments therein or to the credit thereof and all proceeds of any of the foregoing.

"Global Bond" means a Bond that evidences all or part of the Bonds of any Series and bears the legend set forth in Section 3.4 or a legend to substantially the same effect as may be specified for such Series pursuant to the provisions of the Supplemental Indenture authorizing such Series.

"Government Authorities" means any international tribunal, agency, body, commission or other authority, any government, executive, parliament, legislature or local authority, or any governmental body, ministry, department or agency or regulatory authority, court, tribunal, commission or board of or within Canada or any foreign jurisdiction, or any political subdivision of any thereof or any authority having jurisdiction therein, which in each case, has jurisdiction over a specified Person or its property and assets under the laws of the jurisdiction in which that Person or its property and assets are located.

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"Guarantee" by any Person means any obligation (other than an endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing, or in effect guaranteeing, any Indebtedness or other Obligation of any other Person (the "primary obliger" ) in any manner, whether directly or indirectly, including any obligation incurred through an agreement, contingent or otherwise, by such Person:


(a)	to purchase such Indebtedness or Obligation or any property or assets constituting security therefor;


(b)	to advance or supply funds (i) for the purchase or payment of such Indebtedness or Obligation, (ii) to maintain working capital, net worth or other balance sheet condition of the primary obligor, or (iii) otherwise to advance or make available funds for the purchase or payment of such Indebtedness or Obligation;


(c)	to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or Obligation of the ability of the primary obligor to make payment of the Indebtedness or Obligation; or


(d)	otherwise to assure or indemnify the owner of the Indebtedness or Obligation of the primary obligor against loss in respect thereof.

For the purposes of all computations made under this Indenture, a Guarantee in respect of any Indebtedness shall be deemed, without duplication, to be equal to the principal amount of such Indebtedness and any capitalized interest thereon (and any other amount which becomes due and owing in respect thereof) which has been guaranteed, and a Guarantee in respect of any other Obligation shall be deemed to be Indebtedness equal to the maximum aggregate amount of such Obligation.

"Hazardous Substance" means any contaminant, pollutant or substance that is likely to cause immediately, or at some future time, harm or degradation to the environment or risk to human health or safety, and without restricting the generality of the foregoing, includes without limitation any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law or industry standard, or which is present in the environment in such quantity or state that it contravenes any Environmental Law.

"Indebtedness" means, without duplication, with respect to any Person:

(a)

the aggregate principal amount of all Obligations of that Person for borrowed money (other than Obligations arising out of the issuance of any Refunding Bonds during such period of time as the Indebtedness to be repaid by the Refunding Bonds continues to be Outstanding), including obligations with respect to bankers' acceptances and contingent reimbursement obligations in respect of letters of credit and other instruments, and including all capitalized interest and other similar amounts required to be paid at maturity on obligations for borrowed money, but excluding Preferred Securities issued by that Person;

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(b)	the aggregate principal amount of all Obligations issued or assumed by that Person in connection with its acquisition of property in respect of the deferred purchase price of that property;


(c)	all Capital Lease Obligations and the aggregate principal amount of all Purchase Money Obligations of that Person;


(d)	all Financial Instrument Obligations of that Person;


(e)	the principal amount of all borrowed money outstanding from time to time under any Commercial Paper Program;


(f)	the principal amount of all borrowed money outstanding from time to time which constitutes Subordinated Debt; and


(g)	all Guarantees of that Person in respect of any of the foregoing;

in each case expressed in Canadian dollars and, with respect to any amount which is expressed in any other currency, the Canadian dollar amount thereof shall be the Fluctuating Cdn.$ Equivalent thereof at the time of determination. For greater certainty: (i) the capitalization of interest or other similar amounts payable at maturity on existing Indebtedness shall not be treated as the incurrence of Indebtedness, and (ii) the aggregate amount of all regulatory liabilities and asset retirement obligations shall not be treated as Indebtedness.

"Indenture" , "hereto" , "herein" , "hereof" . "hereby" , "hereunder" and similar expressions refer to this Master Indenture and not to any particular article, section, subsection, paragraph, subparagraph or other portion thereof, and include any and every instrument ancillary hereto or in implementation hereof, including any Supplemental Indenture which amends this Master Indenture, and the expressions "Article" , "Section" , "Subsection" , "Paragraph" and "Subparagraph" , followed by a number, unless otherwise stated, mean and refer to the specified article, section or subsection of this Master Indenture.

"Investment Dealer" means any one of the five largest Canadian investment dealers by capital as determined by the Investment Dealers Association of Canada or any successor thereto.

"Issuer" means AltaLink Investments, L.P., a limited partnership created and existing under the laws of Alberta and includes any successor Person which shall have complied with the provisions of Section 6.7.

"Limited Partnership Agreement" means the amended and restated limited partnership agreement dated April 26, 2002 between the General Partner and the limited partners of the Issuer, as amended, restated or replaced from time to time.

"Majority Resolution" means a resolution certified by the Trustee as duly passed at a meeting (including an adjourned meeting) of the Bondholders duly convened for the purposes and held in accordance with the provisions of Article 9 and passed by the holder or holders of Outstanding Bonds of all Series affected by the subject matter of the resolution representing not less than fifty and one-tenth percent (50.1 %) of the votes cast in respect of such resolution at such meeting, and, if so provided in any Supplemental Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant

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Supplemental Indenture, which resolution is in full force and effect on the date of such certification. ''Majority Resolution" shall also mean a resolution certified by the Trustee as having been passed as such by an instrument in writing in accordance with Section 9.14.

"Master Indenture" means this Master Trust Indenture.

"Moody's" means Moody's Investors Service, Inc., and its successors for so long as it shall perform the functions of a securities rating agency.

"Net Revenues" means, for any period, the Revenues of the Issuer less all Operating and Maintenance Expenses and Taxes for such period plus proceeds of insurance in excess of the amount of such proceeds applied or to be applied within twelve (12) months of the date of receipt thereof in accordance with Section 6.10 by the Issuer in respect of the insured loss.

"Net Worth" for any Person means, as at any date, the consolidated shareholders' equity or partner's capital account of such Person as at that date determined in accordance with GAAP.

"Obligation Bond" means a Bond issued as direct evidence of the Indebtedness of the

Issuer to the holder thereof.

"Obligations" means (without duplication), with respect to any Person, all items which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person as of the date at which Obligations are to be determined, other than Preferred Securities issued by such Person; and all Guarantees of such Person in respect of any such items of other Persons.

"Officer's Certificate" means a certificate, conforming to the requirements of Section

1.12, signed by any Authorized Officer.

"Operating and Maintenance Expenses" means, for any period, without duplication:


(a)	all operating and maintenance expenses of the Issuer for such period with respect to the Business as determined in accordance with GAAP but excluding any allowance for amortization, depreciation or obsolescence;


(b)	all rents or other amounts (without distinguishing between principal and interest) paid under any Capital Lease Obligations; and


(c)	all payments or reimbursements to the Trustee of its fees, costs, charges, expenses, advances or other amounts furnished or provided by or at the request of the Trustee in or about the administration and execution of its trusts under, or otherwise in relation to, this Indenture.

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"Operating Revenues" means, for any period, all fees and charges, lease payments and any other amounts (except interest) that are included as revenues of the Issuer for such period in accordance with GAAP.

"Outstanding" has the meaning ascribed thereto in Section 1.13.

"Partners" means collectively all the limited partners of the Issuer from time to time and AltaLink Investment Management Ltd., as the sole general partner of the Issuer, and any successor or permitted assign of such Partner and "Partner" means any of them.

"Paying Agent" means any bank or trust company or other Person designated as a paying agent for a Series in any Supplemental Indenture and its successor or successors appointed in the manner provided herein or in such Supplemental Indenture.

''Payment Date" means any date on which payment of principal or interest on a Bond is payable in accordance with its terms and the terms of the applicable Supplemental Indenture.

''Permitted Encumbrances" means:


(a)	any Purchase Money Mortgage or Security Interest granted with respect to a Capital Lease Obligation of the Issuer;

(b)

any Security Interest on property or an asset acquired by the Issuer (including pursuant to a reorganization, merger or amalgamation in accordance with Section 6.7) that secures the Obligations of a Person, whether or not that Obligation is assumed by the Issuer, which Security Interest exists at the time that property or asset is acquired and which (i) was not incurred in contemplation of that property or asset being acquired, and (ii) is not applicable to the Issuer or the properties or assets of the Issuer other than the properties or assets acquired;


(c)	any Security Interest for taxes, assessments, government charges or claims not yet due or that are being contested in good faith and in respect of which appropriate provision is made in the Issuer's consolidated financial statements in accordance with GAAP;


(d)	any Security Interest securing appeal bonds or other similar liens arising in connection with court proceedings or contracts, bids or tenders entered into in the ordinary course of business, including, without limitation, surety bonds, security for costs of litigation where required by law, letters of credit, or any other instruments serving a similar purpose;

(e)

any Security Interest given in the ordinary course of business by the Issuer to any bank or banks or other lenders to secure any Indebtedness payable on demand or maturing within eighteen (18) months of the date that Indebtedness is incurred or of the date of any renewal or extension of that Indebtedness, provided such Indebtedness does not in the aggregate at any time exceed ten percent (10%) of the Issuer's Net Worth;


(f)	a Security Interest in cash or marketable debt securities in a Sinking Fund account established by the Issuer in support of a particular Series of Bonds;

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(g)	any lien or deposit under workers' compensation, social security or similar legislation or good faith deposits in connection with bids, tenders, leases and contracts entered into in the ordinary course of business or expropriation proceedings, or deposits to secure public or statutory obligations or deposits of cash or obligations to secure surety and appeal bonds;

(h)

any lien or privilege imposed by law, such as builders', carriers', warehousemen's, landlords', mechanics' and materialmen's liens and privileges arising in the ordinary course of business which relate to Obligations not yet due or delinquent or the validity or amount of which are being contested in good faith and in respect of which adequate provision for payment has been made; any lien or privilege arising out of judgments or awards with respect to which the Issuer is prosecuting an appeal or proceedings for review and with respect to which it has secured a stay of execution pending that appeal or proceedings for review (provided no Event of Default has resulted therefrom); or undetermined or inchoate Security Interests and privileges incidental to current operations which have not at such time been filed pursuant to law against the Issuer or which relate to obligations not due or delinquent; or the deposit of cash or securities in connection with any Security Interest or privilege referred to in this Paragraph (h);

(i)

any encumbrance, such as easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other Persons, rights-of-way for access, sewers, electric lines, telegraph and telephone lines, oil and natural gas pipe lines and other similar purposes, or zoning or other restrictions as to the Issuer's use of real property or interests therein, which do not in the aggregate materially impair its use in the operation of the Business;


(j)	any right reserved to or vested in any municipality or governmental or other public authority (whether by statutory provision or otherwise) to terminate, purchase assets used in connection with, or require annual or other periodic payments as a condition to the continuance of, any lease, licence, franchise, grant or permit;


(k)	any lien or right of distress reserved in or exercisable under any lease for rent and for compliance with the terms of that lease;


(l)	any Security Interest granted by the Issuer to a public utility or any municipality or governmental or other public authority when required by that utility, municipality or other authority in connection with the operations of the Issuer;


(m)	any reservation, limitation, proviso or condition, if any, expressed in any original grants to the Issuer from the Crown; or


(n)	any extension, renewal, alteration, substitution or replacement, in whole or in part, of any Security Interest referred to in any of the foregoing paragraphs, provided that the Security Interest is limited to all or part of the same property that secured the Security Interest and the principal amount of the secured Obligations is not increased by that action.

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"Permitted Investments" means:

(a)

Canadian dollar deposits with, or promissory notes, bills of exchange or other debt securities of or unconditionally guaranteed or accepted by, the Government of Canada or by any province of Canada, the long term debt of which is rated in one of the highest two (2) categories for such debt by one of the Rating Agencies, if such debt is rated by only one of the Rating Agencies, or in any other case, by at least two of the Rating Agencies;


(b)	Central Government Obligations of any other country;

(c)

interest bearing deposits or certificates of deposit or similar arrangements with, or discount debt obligations issued, accepted or guaranteed by, any bank, trust company or other deposit taking institution in Canada, the long term debt of which is rated in one of the highest two (2) categories for such debt by one of the Rating Agencies, if such debt is rated by only one of the Rating Agencies, or in any other case, by at least two of the Rating Agencies; and

(d)

indebtedness of any issuer (other than the Issuer) with a remaining term to maturity not to exceed one (1) year, the long term debt of which is rated in one of the highest two (2) categories for long term debt by one of the Rating Agencies, if such debt is rated by only one of the Rating Agencies, or in any other case, by at least two of the Rating Agencies, or the short term debt of which is rated in one of the highest two (2) sub-categories for short term debt by one of the Rating Agencies, if such debt is rated by only one of the Rating Agencies, or in any other case, by at least two of the Rating Agencies.

"Permitted Payment" means a payment for any lawful general corporate purpose not contemplated by Subsections 4. l(a) to (d), including, without limitation, all payments for Capital Expenditures, any loan or equity investments in any Subsidiary and any distributions to the Partners or as they may direct.

''Person" includes an individual, corporation, partnership, trust, trustee, executor, administrator, legal personal representative, government, governmental body or authority or other incorporated or unincorporated entity.

''Pledge" means, in respect of a Bond, a pledge, deposit or delivery of such Bond or other agreement between the Issuer and a Bondholder in respect of such Bond, in each case made in accordance with Subsection 2.4(e), and "Pledged Bond" means a Bond which is subject to a Pledge.

"Preferred Securities" means any securities which on the date of issue by a Person (a) have a term to maturity of more than thirty (30) years; (b) are unsecured and rank subordinate to the unsecured and unsubordinated Indebtedness of that Person outstanding on that date; (c) entitle that Person to satisfy the obligation to pay the principal or face amount by issuing partnership units, limited partnership units or other securities evidencing an ownership interest, (d) entitle that Person to defer the payment of interest for more than four (4) years without causing an event of default to occur, and (e) entitle that Person to satisfy the obligation to make payments

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of interest by issuing partnership units, limited partnership units or other securities evidencing an ownership interest.

"Principal Property" means any of the Issuer's fixed assets from time to time.

"Purchase Money Mortgage" means any Security Interest created, issued or assumed by the Issuer to secure a Purchase Money Obligation; provided that the Security Interest is limited only to the assets acquired or constructed (together with all improvements and accessions thereto and proceeds thereof) using the funds advanced to the Issuer in connection with that Purchase Money Obligation.

''Purchase Money Obligation" means, with respect to any Person, Indebtedness of that Person incurred or assumed to finance the cost, in whole or in part, of the acquisition or construction of any equipment, real property or fixtures, and the cost of installation and any improvements thereto, so long as the Indebtedness is incurred or assumed within twenty-four (24) months after the purchase of that equipment, real property or fixture or the completion of that construction, installation or improvement, as the case may be, and includes any extension, renewal or refunding of any of that Indebtedness, so long as the principal amount thereof outstanding on the date of the extension, renewal or refunding is not increased.

"Rating Agencies" means Moody's, Standard & Poor's and DBRS and any other nationally recognized credit rating agency approved by a Majority Resolution and specified in a Supplemental Indenture and "Rating Agency" means any one of them.

"Redemption Date" means, with respect to any Obligation Bond to be redeemed, in whole or in part, the date set forth for redemption of that Bond in the relevant notice of redemption given pursuant to Section 3.18 of this Master Indenture and any applicable Supplemental Indenture.

"Redemption Price" means, with respect to any Obligation Bond to be redeemed, in whole or in part, the price at which such Bond or part thereof is to be redeemed (including accrued and unpaid interest on the Outstanding Principal Amount thereof, any premium, penalty or bonus thereon) pursuant to the applicable Supplemental Indenture.

"Refunding Bonds" means any Bonds, whether issued in one or more Series, authenticated and delivered which are issued only for the purposes of repaying existing Indebtedness evidenced or secured by one or more Series of Bonds, which existing Indebtedness is to mature in full, within an eighteen (18) month period from the date of certification and delivery of the Refunding Bonds to be issued.

"Registered Bonds" means both fully registered Bonds and Bonds registered as to principal only.

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"Release" means the method by which a Contaminant comes to be in the environment at large and includes discharging, spraying, injection, abandonment, depositing, spilling, leaking, seeping, pouring, emitting, emptying, throwing, dumping, placing and exhausting, and when used as a noun has a correlative meaning.

"Remedial Order" means any control order, stop order or other administrative complaint, direction, order or sanction issued, filed or imposed by a Governmental Authority pursuant to the Environmental Laws requiring any remediation or clean-up, or requiring that any on-going activity be reduced, modified or eliminated, in each case as a result of any Release or threatened Release of any Hazardous Substance into the environment or any violation or threatened violation of Environmental Law.

"Revenues" means, for any period, (a) all Operating Revenues received by the Issuer in such period; (b) all interest, earnings, dividends and other distributions (including any dividends or similar distributions made by a Subsidiary to the Issuer in such period permitted in accordance with Subsection 6.8(b) and including interest earned on assets in any Sinking Fund or any other Fund or Account to the extent available to the Issuer) received by the Issuer in such period; and (c) other amounts, including amounts received from government or other sources, drawings on Credit Facilities and proceeds of Indebtedness (other than proceeds from any Refunding Bonds) received by the Issuer in such period.

"Security Interest" means any mortgage, lien, pledge, assignment, charge (whether floating or fixed), security, title retention agreement intended as security, hypothec, execution, seizure, attachment, garnishment or other similar encumbrance and any other arrangement which has the effect of creating an interest in property to secure payment or performance of an Obligation including, without limitation, any Security Interest granted by the Issuer in favour of the Trustee and holders of any Bonds designated as being secured, pursuant to a Supplemental Indenture.

"Senior Bonds" means any Series of Bonds evidencing or securing Senior Debt.

"Senior Debt" means Indebtedness other than Subordinated Debt which is evidenced or secured by any Series of Bonds.

"Series" means all of the Bonds authenticated and delivered pursuant to a Supplemental Indenture and designated as a Series therein and shall include all Classes within such Series of Bonds authenticated and delivered pursuant to the Supplemental Indenture authorizing such Series of Bonds.

"Series Sinking Funds" means each Series Sinking Fund created and established pursuant to Section 4.2 and the applicable Supplemental Indenture and includes all money and Permitted Investments therein or to the credit thereof and all proceeds of any of the foregoing.

"Sinking Funds" means, collectively, all of the Series Sinking Funds and the General Sinking Fund created from time to time.

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"Special Bondholders' Resolution" means a resolution certified by the Trustee as duly passed at a meeting (including an adjourned meeting) of the Bondholders duly convened for the purposes and held in accordance with the provisions of Article 9 and passed by the holder or holders of Outstanding Bonds of all Series affected by the subject matter of the resolution representing not less than ninety percent (90%) of the votes cast in respect of such resolution at such meeting, and, if so provided in any Supplemental Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant Supplemental Indenture, which resolution is in full force and effect on the date of such certification. "Special Bondholders' Resolution" shall also mean a resolution certified by the Trustee as having been passed as such by an instrument in writing in accordance with Section 9.14. Unless the resolution relates solely to the terms of a Series or Funds available solely for such Series within a Class, the subject matter of the resolution shall be presumed to affect the holders of all Outstanding Bonds of such Class.

"Standard & Poor's" means Standard & Poor' s Ratings Services and its successors for so long as it shall perform the functions of a securities rating agency.

"Subordinated Bonds" means any Series of Bonds evidencing or securing Subordinated

Debt.

"Subordinated Debt" means any Indebtedness for borrowed money owing by the Issuer to any Person which by the terms thereof, is fully subordinated and postponed to all present and future outstanding Senior Bonds on the terms set out in Section 2.9 and designated as such in the Supplemental Indenture authorizing the applicable Series of Subordinated Bond.

"Subsidiary" means (a) any corporation of which there is owned, directly or indirectly, by the Issuer voting shares which, in the aggregate, entitle the holders thereof to cast more than fifty percent (50%) of the votes which may be cast by the holders of the outstanding voting shares of such first mentioned corporation for the election of its directors, or (b) any other Person of which at least a majority of voting ownership interest is at the time, directly or indirectly, owned by the Issuer.

"Supplemental Indenture" means an indenture supplemental to this Master Indenture entered into by the Issuer with the Trustee and effective as provided in Article 8.

"Taxes" means all taxes, grants-in-lieu of taxes, payments-in-lieu of taxes, rates, duties and assessments (including local improvement, frontage, water, snow and sewer taxes and rates), impost charges or levies, whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every nature or kind whatsoever and whether in existence on the date of this Master Indenture or not and any fines, penalties, interest and costs relating thereto that are lawfully levied, imposed, rated, charged or assessed (collectively, "Imposed" ) from time to time by any taxing authority, whether federal, provincial, municipal, school or otherwise and includes any taxes or other amounts which are Imposed instead of, or in addition to, any such Taxes (whether of the foregoing character or not and whether in existence at the date of this Master Indenture or not) but excludes any land transfer taxes.

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"Trustee" means BNY Trust Company of Canada or its successors hereafter appointed in the manner provided in this Indenture.

"Written Order of the Issuer" or "Written Request of the Issuer" means a written order or request of the Issuer signed in the name of the Issuer by two Authorized Officers and may consist of one or more instruments so executed.

1.2 Publication

In this Indenture, unless the context otherwise requires, any publication to be made under the provisions of this Indenture in successive weeks or on successive dates may be made in each instance upon any Business Day of the week and need not be made in the same Authorized Newspapers for any or all of the successive publications but may be made in different Authorized Newspapers. If, because of the temporary or permanent suspension of the publication or general circulation of any of the Authorized Newspapers or for any other reason, it is impossible or impractical to publish any notice pursuant to this Indenture in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

1.3 Number and Gender

Words importing the singular number include the plural and vice versa and words importing gender shall include all genders.

1.4 Invalidity, etc.

Each of the provisions contained in this Indenture is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision of this Indenture.

1.5 Headings, etc.

The division of this Indenture into Articles, Sections, Subsections, Paragraphs and Subparagraphs, the inclusion of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.

1.6 Governing Law

This Indenture and the Bonds shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, and shall be treated in all respects as Alberta contracts.

1.7 Jurisdiction

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to the interpretation of, or enforcement of rights under this Indenture. Nothing in this Section shall affect the right of the Trustee to enforce any judgment obtained against the Issuer in any jurisdiction .

1.8 References

Except as otherwise specifically provided, reference in this Indenture to any contract, agreement or any other instrument shall be deemed to include references to the same as varied, amended, supplemented or replaced from time to time and reference in this Indenture to any enactment including, without limitation, any statute, law, by-law, regulation, ordinance or order, shall be deemed to include references to such enactment as re-enacted, amended or extended from time to time.

1.9 Currency

Subject to the provisions of any Supplemental Indenture, all monetary amounts referred to in this

Indenture are in lawful money of Canada.

1.10 Generally Accepted Accounting Principles

(a)

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as now or hereafter established by the Canadian Institute of Chartered Accountants or any successor thereto consistently applied by the Issuer, and all financial data submitted pursuant to this Indenture shall be prepared in accordance with such principles. Notwithstanding the foregoing, if (a) any changes in the accounting principles applied by the Issuer from those in effect on the date of this Master Indenture are hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Canadian Institute of Chartered Accountants or any regulatory body having jurisdiction in the matter; (b) such changes are adopted by the Issuer with the agreement of its auditors; and (c) such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to the terms hereof, the Issuer agrees to enter into discussions with the Trustee to consider the amendment of such provisions so as to equitably reflect such changes with a desired result that the criteria for evaluating the financial condition of the Issuer shall be the same. No change in such accounting principles that would affect the method of calculation of any of the financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended in a manner approved in an Extraordinary Resolution of the Bondholders to so reflect such changes in such accounting principles.


(b)	Unless otherwise specified in this Indenture, all calculations under this Indenture (including, for greater certainty, any Supplemental Indenture) shall be based on the consolidated financial information of the Issuer.

1.11 Actions on Days Other than Business Days

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and, as a result, such payment cannot be made or action cannot be taken on such day, then such payment shall be made or such action shall be taken on the first (1st) Business Day after such day.

1.12 General Provisions as to Certificates, Opinions, etc.


(a)	Each Officer's Certificate, Counsel's Opinion, Written Order of the Issuer, Written Request of the Issuer required under or referred to in this Indenture or otherwise furnished in connection with this Indenture shall specify the Section under which such document is being made and, other than a Written Order of the Issuer or a Written Request of the Issuer, shall include:


(i)	a statement by the Person giving the evidence that he or she has read, or after making due inquiry, examination or investigation, has full knowledge of, and understands the provisions of this Indenture relating to the matters referred to therein;


(ii)	a statement of the nature and scope of the examination or investigation upon which such Person based the certificate, opinion, direction or order; and


(iii)	a statement that such Person has made such examination or investigation as he or she believes necessary to enable him or her to make the statements or give the opinions contained or expressed therein.


(b)	Whenever the delivery of a certificate, opinion, direction, order or report is a condition precedent to the taking of any action by the Trustee under this Indenture, the truth and accuracy of the facts and opinions stated in such document shall in each case be conditions precedent to the right of the Issuer to have such action taken.


(c)	Any Counsel's Opinion may be based, insofar as it relates to factual matters, upon information with respect to the Issuer which is in the possession of the Issuer, or upon the certificate of an Authorized Officer, unless such Counsel knows that the certificate with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is erroneous.


(d)	Without limiting the generality of the foregoing, upon the reasonable demand of the Trustee, the Issuer shall furnish the Trustee with evidence in such form as the Trustee may reasonably require as to compliance with any condition relating to any action required or permitted to be taken by the Issuer under this Indenture.

1.13 Meaning of "Outstanding" for Certain Purposes

Every Bond certified and delivered by the Trustee under a Supplemental Indenture shall be deemed to be "Outstanding" until it shall be cancelled or delivered to the Trustee for cancellation or monies for the payment thereof shall be set aside or deemed to be paid as provided in Article 12, provided that:

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(a)	where a new Bond has been issued in substitution for, exchange of or in lieu of a Bond which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the aggregate principal amount of Bonds Outstanding or the aggregate principal amount of Bonds in such Series or Class Outstanding;


(b)	Bonds which have been partially redeemed or purchased shall be deemed to be Outstanding only to the extent of the unredeemed portion of the principal amount thereof; and


(c)	for the purposes of any provision of this Indenture entitling holders of Outstanding Bonds to vote, sign consents, requisitions or other instruments or take any other action under this Indenture, Bonds owned directly or indirectly, legally or equitably by the Issuer, any of its Partners or any of their respective Affiliates shall be disregarded except that:

(i)

for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other action, only the Bonds in respect of which the Trustee has received an Officer's Certificate from the Issuer specifying such Bonds as being owned, directly or indirectly, legally or equitably, by the Issuer, any of its Partners or any of their respective Affiliates shall be so disregarded; and


(ii)	Bonds so owned which have been pledged in good faith other than to the Issuer, its Partners or any of their respective Affiliates shall not be so disregarded if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Bonds in his discretion free from the control or direction of the Issuer, any of its Partners and any of their respective Affiliates.

ARTICLE 2

CAPITAL MARKETS PLATFORM INDEBTEDNESS

2.1 Establishment of Capital Markets Platform

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the same right and entitlement hereunder established for the benefit of such Series of Bonds, unless otherwise set out in the Supplemental Indenture authorizing an issuance of one or more Classes within a Series of Bonds in which event the priority of payment and other entitlements, including covenants, events of default and other matters differentiating the Classes within such Series of Bonds shall be as set out in the Supplemental Indenture authorizing such Classes.

2.2 Form of Indebtedness

All Bonds shall be issued in Series and shall be issued pursuant to a Supplemental Indenture authorizing such Series. Bonds may be issued:


(a)	by way of Obligation Bonds to directly evidence the Indebtedness of the Issuer to the holder thereof as evidenced thereby; or


(b)	by way of Pledged Bonds to be held by the holder thereof as continuing collateral security for the Indebtedness of the Issuer as is specified in the instrument of Pledge pursuant to which such Bond is Pledged.

Any Series of Senior Bonds may be issued only to evidence, or as collateral security for, Senior Debt. Any Series of Subordinated Bonds may be issued only to evidence, or as collateral security for, Subordinated Debt.

2.3 Issuance and Delivery of Bonds

(a)

All Bonds and coupons shall be signed (either manually or by facsimile signature) by any Authorized Officer of the Issuer holding office at the time of signing. A facsimile signature upon any of the Bonds or coupons shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be and to have been signed at the time such facsimile signature is reproduced and notwithstanding that any individual whose signature, either manual or in facsimile, may appear on the Bonds or coupons is not at the date of this Master Indenture or at the date of the Bonds or at the date of certification and delivery thereof, an Authorized Officer of the Issuer, such Bonds shall be valid and binding upon the Issuer.

(b)

After their authorization by a Supplemental Indenture, Bonds of any Series may be executed by the Issuer in accordance with Subsection 2.3(a) and delivered to the Trustee for certification and authentication and, upon compliance by the Issuer with the requirements, if any, set forth in such Supplemental Indenture, as applicable, and with the requirements of Section 2.4 or, in the case of Refunding Bonds, Section 2.5, the Trustee shall thereupon authenticate and deliver such Bonds to or upon the order of the Issuer in accordance with Section 3.13.

2.4 Conditions Precedent to Delivery of Any Series

All Bonds shall be executed by or on behalf of the Issuer, certified by or on behalf of the Trustee and delivered by the Trustee to the Issuer or upon its Written Order, upon delivery to the Trustee of:

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(a)	a copy, certified by an Authorized Officer, of a resolution of the board of directors of the General Partner authorizing the issuance of such Bonds;


(b)	a Counsel's Opinion to the effect that:


(i)	the Issuer has the right and power to enter into this Master Indenture and the Supplemental Indenture authorizing such Series; and


(ii)	this Master Indenture and such Supplemental Indenture have been duly and lawfully entered into by the Issuer, are in full force and effect and are valid and binding upon the Issuer and enforceable in accordance with their terms; and

(iii)


(c)	a Written Order of the Issuer as to the delivery of such Series:


(i)	stating in the case of registered Bonds or Global Bonds, the names and addresses of the holders or Depositary, as the case may be, and in the case of Bonds payable to bearer, instructions for the delivery of same;


(ii)	stating the aggregate principal amount to be issued and the date and place of delivery of such Series and that all regulatory approvals required in connection with the issuance of such Series pursuant to the Applicable Utilities Legislation or otherwise have been obtained; and


(iii)	certifying that no Event of Default has occurred and is continuing under this Indenture and that the issuance of such Series will not result in an Event of Default under this Indenture;


(d)	a duly executed copy of the Supplemental Indenture authorizing the Bonds of such Series which shall specify:


(i)	the authorized principal amount, currency of payment and Series designation of such Bonds and, if applicable, the number of Classes within such Series of Bonds;


(ii)	the date or dates, and the maturity date or dates, of the Bonds of such Series, or the manner of determining such dates, it being expressly acknowledged that Bonds which are payable on demand may be issued;


(iii)	the interest rate or rates or discount rate or rates to be borne by the Bonds of such Series or the manner of determining such rate or rates, and the payment dates for interest on Bonds of such Series;

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(iv)	if applicable, the manner of dating, numbering and lettering the Bonds of such Series;


(v)	the Paying Agent or Paying Agents and the place or places of payment of the principal and redemption price, if any, of and interest on, the Bonds of such Series or the manner of appointing and designating the same;


(vi)	if applicable, the terms of any Sinking Fund established for the Bonds of such Series;


(vii)	if applicable, the redemption or repurchase prices and the redemption or repurchase terms for the Bonds of such Series, or the manner of determining such price and terms and the manner of selecting the Bonds to be redeemed or repurchased;


(viii)	if applicable and so determined by the Issuer, provisions for the sale of the Bonds of such Series;


(ix)	the forms of the Bonds of such Series and the coupons, if any, to be attached to the Bonds of such Series and of the Trustee's certificate of authentication;


(x)	whether such Bonds are Senior Bonds or Subordinated Bonds and whether such Bonds are Obligation Bonds or Pledged Bonds;


(xi)	if applicable, the priority of payments and other entitlements, including covenants, events of default and other matters differentiating the Classes within a Series of Bonds to be issued under the Supplemental Indenture;


(xii)	if applicable, any special voting requirements applicable to the Bonds of such Series; and


(xiii)	any other provisions deemed advisable by the Issuer which do not conflict with the provisions hereof;


(e)	in the case of Pledged Bonds, a duly executed copy of the related Pledge and of every agreement secured by such Pledged Bonds and a Counsel's Opinion to the effect that:


(i)	the Issuer has the right and power to enter into the Pledge and each such agreement;

(ii)

the Pledge and each such agreement have been duly authorized, executed and delivered by the Issuer, are in full force and effect and are valid and binding upon the Issuer and enforceable in accordance with their terms (subject only to applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and limitations arising from equitable principles and other usual and customary exceptions acceptable to the Trustee); and

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(iii)	the Pledge complies with the provisions of Section 2.8;


(f)	if such Bonds create additional Indebtedness, the Officer's Certificate certifying the purpose or purposes for which the proceeds of such Series are to be used and such other matters as required herein;


(g)	if any Bondholders' approval is required by the terms of this Indenture for the issuance of such Series, an Officer's Certificate stating that such approval has been obtained;


(h)	for any issuance of Bonds following the initial issuance of Bonds pursuant to this Indenture, confirmation from the Trustee that it has not received notice of any Default or Event of Default which has not been cured or waived in accordance with the terms of this Indenture; and


(i)	such further documents and monies as are required by the provisions of Article 8 or any Supplemental Indenture.

Notwithstanding the foregoing provisions of this Section 2.4, if Bonds of any Series are to be delivered pursuant to a Commercial Paper Program established by the Issuer, the provisions of Subsection 2.4(b) and Subsections 2.4(f) through (i) may be satisfied by the Issuer at the time of the establishment of the Commercial Paper Program with respect to a maximum aggregate principal amount of Bonds not exceeding the Authorized Amount for such Commercial Paper Program, and the Issuer shall be required to deliver to the Trustee only those documents set forth in Subsections 2.4(a), (c), (d) and (e) in connection with the issue of any Series of Bonds issued pursuant to such Commercial Paper Program at the time of issue of such particular Series.

2.5 Additional Conditions Precedent to Delivery of Refunding Bonds

In addition to the documents required by Section 2.4, the Trustee shall have received prior to authenticating and delivering any Refunding Bonds:


(a)	if a redemption of Bonds is to be effected, irrevocable written instructions from the Issuer to the Trustee to give due notice of redemption of all the Bonds to be refunded and the redemption date or dates, if any, upon which such Bonds are to be redeemed;


(b)	an Officer's Certificate stating either:


(i)	the amount of money (which may include all or a portion of the proceeds of the Refunding Bonds to be issued) required in order to pay when due the applicable Redemption Price of the Bonds to be refunded, which amount shall be deposited contemporaneously with the issue of the Refunding Bonds with the Trustee; or

(ii)

the amount of non-callable or non-redeemable Central Government Obligations in the currencies of the Bonds to be refunded, the principal of and interest on which when due (without reinvestment thereof), together with the monies (which may include all or a portion of the proceeds of the Refunding Bonds to be issued), if any, which shall be deposited contemporaneously with the issue of the Refunding Bonds with the Trustee, required in order to pay when due the applicable Redemption Price of the Bonds to be refunded; and

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(c)

an Officer's Certificate stating that the purpose or purposes for which the proceeds of such Series of Refunding Bonds are to be used and the amount of such proceeds to be used for each such purpose are to repay existing Indebtedness evidenced by one or more Series of Bonds which are to mature in full within eighteen (18) months of the certification and delivery of the Refunding Bonds to be issued.

2.6 Application of Proceeds of Bonds

The proceeds, including accrued interest, of any Series shall be applied by the Issuer in accordance with the certificate delivered to the Trustee pursuant to Subsection 2.4(f) in the case of Bonds which are not Refunding Bonds and in accordance with the certificate delivered to the Trustee pursuant to Subsection 2.5(c) in the case of Refunding Bonds.

2.7 Terms

Each Series of Bonds shall bear the terms provided for in the Supplemental Indenture authorizing that Series.

2.8 Mandatory Provisions of Pledged Bonds

Each Pledged Bond shall be subject to the following conditions and restrictions, which shall be

referenced or legended in such Pledged Bond:

(a)

such Pledged Bond shall not be transferable or negotiable except to an assignee of all of the Indebtedness secured by such Pledged Bond or to an assignee or successor of the facility or security agent or other Person in a similar capacity in respect of the Indebtedness secured by such Pledged Bond and only in conjunction with an assignment of the related Pledge or the entering into by the assignee of a Pledge complying with this Section;


(b)	notwithstanding the principal amount of such Pledged Bond, or the rate of interest expressed to be payable thereon, or that such Pledged Bond may be expressed to be payable on demand, such Pledged Bond shall constitute an obligation of the Issuer to the holder thereof or other Persons in whose favour the Indebtedness secured by such Pledged Bond are owed only to the extent of the lesser of:


(i)	the outstanding Indebtedness (other than any undrawn amount under a Credit Facility) from time to time secured by such Pledged Bond at the time of calculation; and


(ii)	the principal amount of such Pledged Bond and interest accrued thereon; provided, however, that no Pledged Bond shall be deemed to have been redeemed only by reason of the Issuer having no Indebtedness or liability to the Persons in whose favour any Indebtedness is secured by any such Pledge at any time while a Pledged Bond is so Pledged,

and shall be payable only in accordance with the payment provisions applicable to the relevant Indebtedness;

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(c)

notwithstanding the principal amount of such Pledged Bond, the holder or holders thereof shall, for the purposes of establishing a quorum under Subsections 9.4(a) and (b), be deemed to hold Bonds, and shall only be entitled to that number of votes at any meeting of Bondholders or in respect of any Special Bondholders' Resolution or Extraordinary Resolution to which the holder of an Obligation Bond would be entitled, in a principal amount equal to the lesser of:


(i)	the outstanding Indebtedness (other than any undrawn amount under a Credit Facility) secured by such Pledged Bond at the time of calculation; and


(ii)	the principal amount of such Pledged Bond and interest accrued thereon;

(d)

all of the rights of the holder or holders of such Pledged Bond may be divisible with respect to all of the Indebtedness secured by such Pledged Bond, provided that such rights, other than voting rights, may only be exercised by the holder of the Pledged Bond or its agent and that voting rights relating to the Pledged Bond may only be exercised by the holder thereof or any Person or Persons duly appointed as proxy for voting such Pledged Bond; and


(e)	upon the termination of all Credit Facilities, Commercial Paper Programs, Financial Instrument Obligations or any other similar Indebtedness which is secured by a Pledged Bond and the payment of all amounts outstanding under such Indebtedness, the holder of such Pledged Bond shall deliver the Pledged Bond to the Trustee for cancellation by the Trustee in accordance with Section 3.12.

2.9 Mandatory Provisions of Subordinated Bonds

The Issuer may issue one or more Series of Subordinated Bonds evidencing or securing Obligations in respect of Subordinated Debt provided that, so long as any Senior Bonds are Outstanding, each Subordinated Bond shall be subject to the following conditions, subordination and restrictions, which shall be referenced in the Supplemental Indenture creating such Subordinated Bonds and legended in such Subordinated Bond:

(a)

each holder of Subordinated Bonds, by its acceptance thereof, agrees that all Indebtedness of the Issuer evidenced by or collaterally secured by Subordinated Bonds is postponed, to the extent necessary to comply with this Section 2.9, to the Indebtedness of the Issuer evidenced or collaterally secured by Senior Bonds and that the payment of the principal of and interest on the Subordinated Bonds (and the payments of all other amounts and the performance of all other obligations thereunder including, without limitation, payments on redemption) are hereby expressly subordinated, to the extent and in the manner set forth in this Indenture, in right of payment to the prior payment in full of all Senior Bonds and that the Senior Bonds shall rank in priority to the Subordinated Bonds;

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(b)

in the event of distribution, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Issuer, or the proceeds thereof, to creditors, or any proposal by the Issuer generally to creditors for a readjustment of any of the Indebtedness of the Issuer, or upon the dissolution or other winding up of the Issuer, or upon the sale of all or substantially all of the Business, the holders of any Senior Bonds shall be entitled to receive payment in full in cash or cash equivalents of the Senior Bonds (including, without limitation, interest accruing to the date of receipt of such payment at the rates applicable to the Senior Bonds, whether or not allowed as a claim in any such proceeding) before the holders of Subordinated Bonds are entitled to receive (including by way of set-off) any direct or indirect payment or distribution of any cash, property or securities or other assets of the Issuer under this Indenture or in respect of the Subordinated Bonds;

(c)

to the extent that any payment of the Senior Bonds (whether as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other similar Person, the Senior Bonds or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred;

(d)

upon any payment or distribution of assets of the Issuer referred to in this Section 2.9, the holders of Subordinated Bonds shall be entitled to call for and rely upon a certificate, addressed to the Trustee on behalf of the holders of Subordinated Bonds, of the Person making any such payment or distribution, for the purpose of ascertaining the holders of the Senior Debt entitled to participate in such distribution, the amount of the Senior Bonds or the amount payable thereon, and the amount or amounts paid or distributed thereon;

(e)

nothing contained in this Indenture is intended to or shall impair, as between the Issuer and the holders of Subordinated Bonds, the obligation of the Issuer, which is unconditional and absolute, to pay to the holders of Subordinated Bonds the principal of and interest on the Subordinated Bonds as and when the same shall become due and payable in accordance with their terms, subject only to the rights of the holders of Senior Bonds;

(f)

if any payment or distribution to which the holders of Subordinated Bonds would otherwise have been entitled but for the provisions of this Section 2.9 shall have been applied to the payment in full of the Senior Bonds, the holders of Subordinated Bonds shall be entitled to receive from the holders of the Senior Bonds (unless otherwise required by applicable law) any substantially contemporaneous payments or distributions, or any part thereof, received by or on behalf of the holders of the Senior Bonds in excess of the amounts sufficient to pay in full all of the Senior Bonds;

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(g)	if a Default or Event of Default shall at any time occur or exist, then at all times thereafter until:


(i)	such Default or Event of Default shall have been cured or waived by the requisite vote of the holders of the Senior Bonds; or


(ii)	such Senior Bonds shall have been paid in full in cash or cash equivalents and any agreement or obligation on the part of the holders of such Senior Bonds to make further financial accommodation to the Issuer shall have been terminated; or


(iii)	the benefits of this Section 2.9 shall have been waived in writing by or on behalf of the holders of Senior Bonds by a Special Bondholders' Resolution,

the Issuer shall not, directly or indirectly, make, and, neither the Trustee nor a holder of Subordinated Bonds or any Person on behalf of the Trustee or the holders of Subordinated Bonds shall, except as otherwise set out in Article 10, enforce their rights and remedies following the occurrence of a Default or an Event of Default or accelerate the Subordinated Bonds pursuant to Section 10.2 or sue for, take or receive (or take any action in furtherance of the same) from the Issuer, any payment on account of the Subordinated Bonds;

(h)

the Issuer shall not, directly or indirectly, make and neither the Trustee nor the holders of Subordinated Bonds or any Person on behalf of the Trustee or the holders of Subordinated Bonds shall sue for, take or receive (or take any action in furtherance of the same) from the Issuer any payment on account of the Subordinated Bonds (whether in cash, property, securities or other assets or by way of set-off), if such payment would result in the occurrence of a Default or an Event of Default. For greater certainty, the provisions of this Subsection 2.9(h) shall not affect the obligations of any holder of Subordinated Bonds under this Section 2.9, or the rights of any holder of Senior Bonds to pursue any holder of Subordinated Bonds for any payments received in contravention of this Subsection 2.9(h);


(i)	the fact that any payment which is required to be made pursuant to the Subordinated Bonds is prohibited by this Section 2.9 shall not prevent the failure to make such payment from being a Default or Event of Default with respect to such Subordinated Bonds;


(j)	the Trustee shall give the holders of the Senior Bonds written notice of any Defaults or Events of Default by the Issuer with respect to the Subordinated Bonds of which it has knowledge;

(k)

if any holder of Subordinated Bonds or the Trustee on their behalf shall receive any direct or indirect payment from or distribution of assets of the Issuer on account of the Subordinated Bonds which, under the provisions of this Master Indenture, the holders of Subordinated Bonds are not specifically authorized to receive prior to the payment in full of all Senior Bonds, or which are inconsistent with the postponements or priorities provided in this Section 2.9, then the holders of Subordinated Bonds shall and do hereby declare that they will receive and hold such payment or distribution in trust for the benefit of the

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holders of the Senior Bonds and shall promptly pay the same over to the Trustee on behalf of the holders of such Senior Bonds in precisely the form received to the extent necessary to pay all such amounts in full;

(l)

until the Trustee has knowledge of the occurrence of a Default or Event of Default, or of any circumstance which would make any contemplated application by the Trustee of monies received by it inconsistent with the provisions of this Section 2.9, nothing in this Master Indenture shall prevent the Trustee from applying any moneys received by it pursuant to this Master Indenture to the purposes for which the same were received;


(m)	the subordination and postponement provided for in this Section 2.9 shall remain in full force and effect until the entire amount of all Senior Bonds has been paid, or otherwise defeased in accordance with Article 12, and satisfied in full without regard to, and such subordination and postponement shall not be released, discharged, limited or in any way affected or impaired by:


(i)	any lack of validity or enforceability of or any limitation of liability under the Senior Bonds, this Indenture, or any agreement, document or instrument now or hereafter given in connection with the Senior Bonds (collectively referred to as the "Bond Documents" );


(ii)	any irregularity, defect, informality, lack of power or due authorization relating to any Bond Document;


(iii)	any amendment, modification, addition or supplement to any Bond Document;


(iv)	any extension, renewal, indulgence, compromise, or any other action or inaction, relating to any Bond Document;


(v)	any taking or abstention from taking of any Security Interest for, or any Guarantee of, any of the Obligations of any Person arising under any Bond Document whether or not such Security Interest or Guarantee is given in connection with a Bond Document;


(vi)	any release, loss or exchange of any Bond Document or any collateral thereunder (with or without consideration);


(vii)	any default under, or any lack of due execution of, or any failure to perfect, register or file notice of, any Bond Document;


(viii)	any waiver of or consent to a departure from any requirement or condition precedent contained in any Bond Document;

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(ix)	any exercise or non-exercise of any right, remedy, power or privilege in respect of any Bond Document;


(x)	any change in the parties to, or in the interest of any party in, any Bond Document, including without limitation any change resulting from an assignment of the interest of any Person who is a party under any Bond Document;


(xi)	any method or sequence of application (or subsequent change thereof) at any time or from time to time used by any holder of Senior Bonds to apply any proceeds received from any source to such Bonds;


(xii)	any amalgamation, consolidation or merger of the Issuer or any Partner with or into the Issuer or such Partner;


(xiii)	any manner of dealing by any holder of Senior Bonds with the Issuer or the Trustee or any Partner;


(xiv)	any bankruptcy, insolvency, reorganization, arrangement or similar proceedings involving or affecting the Issuer or any Partner;

(xv)

the time or sequence of (A) the execution or delivery of any documents, (B) the filing or registration of any documents or notice thereof (or the lack of any such filing), (C) any Obligation coming due (whether on maturity by acceleration or otherwise), (D) the incurring of any Obligations or making of any advances, (E) the commencement of any proceedings, (F) the obtaining of any judgment, (G) the taking of possession of any assets, or (H) the realization of any property; or


(xvi)	any other circumstances of any nature whatsoever which might otherwise constitute a legal or equitable discharge of or defence against the Obligations of the Issuer hereunder (except payment or satisfaction in full of the Obligations of the Issuer under the Bond Documents),

in each case whether or not the Issuer, the Trustee, any holder of Senior Bonds or any Partners shall have notice or knowledge of any of the foregoing and whether or not any party hereto or any holder of Senior Bonds shall have consented thereto without all of the Bondholders hereto having consented thereto;


(n)	with respect to the subordination contemplated by this Section 2.9, by acceptance of Subordinated Bonds, each of the holders of Subordinated Bonds as such, absolutely and unconditionally waives:


(i)	all notices which may be required by statute, rule of law or otherwise to preserve any rights of any holder of Senior Bonds; and


(ii)	any right to require the exercise by any holder of Senior Bonds of any right, remedy, power or privilege in connection with any Bond Document (including without limitation any right to require any holder of Senior Bonds to take or exhaust any recourse against the Issuer or any other Person under the Bond Documents);

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(o)

the subordination provided for in this Section 2.9 shall be continuing and shall continue irrespective of any one or more demands which may be made hereunder by any holder of Senior Bonds, and irrespective of any statute of limitations otherwise applicable. If at any time a payment on account of the Senior Bonds is rescinded or avoided upon the insolvency, bankruptcy or reorganization of the Issuer or any Partner or for whatever reason, the subordination provided for in this Section 2.9 shall be continuing or be reinstated, as applicable (irrespective of any statute of limitations otherwise applicable), and shall cover and include each such rescinded or avoided payment, all as though such payment had not been made;

(p)

each holder of Subordinated Bonds authorizes and directs the Trustee on its behalf to take such action, execute and deliver such acknowledgements of the provisions of this Section 2.9 and other documents and give such further assurances as may be necessary or appropriate to effect the subordination provided for in this Section 2.9 and appoints the Trustee its attorney-in-fact for any and all such purposes. This grant of such authority contained in this Paragraph (p) is coupled with an interest, is irrevocable and will survive the bankruptcy of such holder;

(q)

holders of Subordinated Bonds shall be entitled to attend the meetings of holders of Subordinated Bonds as a Series, or of any Class of Subordinated Bonds and shall be entitled to vote at any such meeting in accordance with the provisions of Section 9.7. Holders of Subordinated Bonds shall be entitled to attend any meeting of the Bondholders of all Series of Bonds but shall not be entitled to vote thereat unless, and only to the extent that, there is a vote of Bondholders of Subordinated Bonds as a Series held at such meeting;


(r)	holders of Subordinated Bonds shall have no right to instruct the Trustee to waive any Event of Default pursuant to Section 10.3 or to exercise any remedies pursuant to Section 10.5;

(s)

holders of Subordinated Bonds shall have no right to institute or commence any proceedings for the appointment of a receiver or receiver and manager or trustee for the Issuer or for any part of the property of the Issuer or any other proceeding relating to the Issuer under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute of any jurisdiction, whether now or hereafter in effect; and

(t)

no holder of Subordinated Bonds will take any steps whatsoever whereby the priority or rights of holders of any Senior Bonds hereunder may be defeated or impaired and no holder of Subordinated Bonds shall assert any right or claim, whether in law or equity, which might impair the validity and effectiveness of the priority of the Senior Bonds in accordance with the terms hereof or the other Bond Documents.

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ARTICLE 3

GENERAL TERMS AND PROVISIONS OF BONDS

3.1 Bonds Generally

Subject to the provisions of Section 3.3, each Bond shall be entitled "AltaLink Investments, L.P. Capital Markets Platform Bond" or such other title as may be specified for such Series designation and, if applicable, shall bear such additional letter or number Class of a Series designation as shall be provided for in the Supplemental Indenture authorizing the Series of such Bonds and, if applicable, Class of a Series of Bonds. Bonds of any one Series shall be substantially identical except as to denominations and as may otherwise be provided in the Supplemental Indenture authorizing such Bonds. Each coupon Bond shall be dated as of the date specified in, or determined in accordance with, the Supplemental Indenture authorizing such Bond and shall bear interest from its date, payable in the case of instalments due at or prior to maturity in accordance with, and upon surrender of, the appurtenant interest coupons as they severally become due. Each fully registered Bond shall be dated as of the Payment Date to which interest has been paid in full next preceding the date of authentication and delivery thereof by the Trustee, except that:


(a)	if such date of authentication and delivery shall be prior to the first Payment Date, such Bond shall be dated as of the date of the Bonds, if any, issued with coupons, as specified in the Supplemental Indenture authorizing such fully registered Bond, or, if no coupon Bonds are authorized in such Supplemental Indenture, then as of the date specified in such Supplemental Indenture; or


(b)	if such date of authentication and delivery shall be a Payment Date to which interest has been paid in full, such Bond shall be dated as of such Payment Date.

Each fully registered Bond shall bear interest from its date. Interest payable on any Bonds in respect of any period that commenced on a date that is not the day immediately following a Payment Date for such Bonds or ends on a date that is not a Payment Date for such Bonds shall be calculated on the basis of the number of days elapsed in such period for which interest is payable. Interest upon the principal of each Bond shall cease to accrue from the maturity date of such Bond unless payment of such principal shall be improperly withheld or refused upon due presentment and surrender of such Bond at the appropriate place on or after such maturity date. Subject to the provisions of the Supplemental Indenture authorizing a Series of Bonds and, if applicable, Classes of a Series of Bonds, interest shall be payable on all amounts of principal and interest which are not paid when due or the payment of which has not been provided for when due, at the same rate of interest as is payable prior to such failure on the Outstanding principal amount of such Series and, if applicable, Classes of a Series of Bonds.

3.2 Payment Dates

Principal and interest, if any, on any Series shall become due on the dates specified for the payment thereof in the Supplemental Indenture authorizing such Series.

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3.3 Legends

The Bonds of each Series may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Master Indenture as may be necessary or desirable to comply with the rules of any securities exchange or regulatory authority, or otherwise, as may be determined by the Issuer prior to the authentication and delivery thereof.

3.4 Form of Legend for Global Bonds

Unless otherwise specified in the Supplemental Indenture authorizing a Series and, if applicable, Classes of a Series, every Global Bond of such Series and, if applicable, Classes of a Series, authenticated and delivered by the Trustee shall bear a legend in substantially the following form:

THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS BOND MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF THIS BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3.5 Place and Medium of Payment

Principal and interest with respect to any Series shall be payable in the currency specified in the Supplemental Indenture authorizing such Series. Subject to the provisions of the Supplemental Indenture authorizing such Series, the principal of any Bond of a Series shall be payable at the principal office of the Trustee if the Trustee acts as a Paying Agent for such Series or, at the option of the holder, at the principal office of any other Paying Agent upon presentation and surrender of such Bond. Subject to the provisions of the Supplemental Indenture authorizing such Series, interest on coupon Bonds shall be payable at the principal office of the Trustee if the Trustee acts as a Paying Agent for such Series or, at the option of the holder, at the principal office of any other Paying Agent, in either such case, upon presentation and surrender of the coupons representing such interest. As the interest on fully registered Bonds becomes due (except in the case of payment of interest at maturity or on redemption which shall be paid on presentation and surrender of such Bonds for payment and except as hereinafter in this Section provided) the Issuer shall, at least (5) five days prior to each Payment Date, forward, or cause to be forwarded by prepaid ordinary mail, to the holder for the time being, or, in the case of joint holders, to whichever of such joint holders is named first in the appropriate register maintained by the Issuer for such purpose, at his or her address appearing in such register a cheque drawn on the Issuer's bankers for such interest (less any tax required by law to be deducted), payable to the order of such holder or holders and negotiable at par at each of the places at which interest upon such Bonds is payable. The forwarding of such cheque shall satisfy and discharge the liability for the interest upon such Bonds to the extent of the sums represented thereby (plus the amount of any tax deducted as aforesaid) unless such cheque is not paid on presentation. In the event of the non-receipt of such cheque by such registered holder or the loss or destruction thereof, the Issuer, upon being furnished with reasonable evidence of such non-receipt,

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loss or destruction and indemnity in amount and form reasonably satisfactory to it, shall issue or cause to be issued to such holder a replacement cheque for the amount of such cheque. The Issuer, in lieu of forwarding or causing to be forwarded any such cheque in payment of interest, may pay interest to or to the order of such holder at any place at which interest on such Bonds is payable and shall provide a certified copy of, or relevant extract from, any such agreement to the Trustee, and may make all such payments by pre-authorized transfer payments or other form of electronic payment acceptable to the Trustee and the holder of the Bond.

3.6 Forms and Denominations

The Bonds of each Series may be issued in the form of coupon Bonds which are not registered as to principal, coupon Bonds which are registered as to principal only, fully registered Bonds, a Global Bond or in such other form as may from time to time be customary, in each case as specified in the Supplemental Indenture authorizing such Series. Coupon Bonds not registered as to principal shall be payable to bearer with a single coupon attached for each instalment of interest thereon, but shall be registrable as to principal in the manner provided in Section 3.7. The definitive Bonds of each Series shall be in substantially the form set forth in the Supplemental Indenture authorizing such Series. The Bonds of each Series may be issued in such denomination or denominations as may be specified in the Supplemental Indenture authorizing such Series. In the absence of any provisions in such Supplemental Indenture specifying the denomination or denominations of such Series, the Bonds of such Series shall be in the denomination of Five Hundred Thousand Dollars ($500,000.00) each or, if there are fully registered Bonds of such Series, in denominations of One Thousand Dollars ($1,000.00) or any integral multiple thereof.

3.7 Interchangeability of Bonds

(a)

Subject to the provisions of any Supplemental Indenture authorizing a Series of Bonds, coupon Bonds of such Series may, at the option of the holder thereof, upon reasonable notice and surrender thereof, together with all unmatured coupons, at the office of the Trustee in the City of Calgary, Alberta, and upon payment by such holder of any charges which the Issuer or the Trustee may make as provided in Section 3.9, be exchanged for an equal aggregate principal amount of fully registered Bonds of the same Series, maturity and interest rate in any authorized denomination or denominations or, if such coupon Bonds are not registered as to principal, be exchanged for an equal aggregate principal amount of coupon Bonds registered as to principal of the same Series, maturity and interest rate with appropriate coupons attached.

(b)

Subject to the provisions hereof and the Supplemental Indenture authorizing a Series, fully registered Bonds of such Series, at the option of the registered holder thereof upon reasonable notice and surrender thereof at the principal office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by such registered holder or his or her duly authorized attorney, and upon payment by such registered holder of any charges which the Issuer or the Trustee may make as provided in Section 3.9, may be exchanged for an equal aggregate principal amount of fully registered Bonds of the same Series, maturity and interest rate, in any other authorized denomination or denominations.

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(c)	The Issuer shall execute and the Trustee shall authenticate and deliver all Bonds necessary to carry out the exchanges contemplated in this Section. Subject to Section 3.9, all Bonds surrendered for exchange shall be cancelled by the Trustee.

(d)

When coupon Bonds are issued in exchange for fully registered Bonds upon which interest is in default, as shown by the records of the Trustee, such Bonds shall have attached thereto all coupons maturing after the date to which interest has been paid in full, as shown by the records of the Trustee, and in case any interest due and payable shall have been paid in part, appropriate notation shall be made on the coupons to evidence such fact.

3.8 Negotiability,Transfer and Registry

(a)

All coupons and all coupon Bonds, other than coupon Bonds registered as to principal, shall be negotiable instruments payable to bearer and title thereto shall pass by delivery. The holder of any coupon Bond, other than a coupon Bond registered as to principal, shall be entitled to all of the principal evidenced by such coupon Bond, and the holder of any coupon shall be entitled to all of the interest evidenced by such coupon, in each case, free from all equities or rights of set-off or counterclaim between the Issuer and the original or any intermediate holder thereof, save in respect of equities of which the Issuer is required to take notice by statute or by order of a court of competent jurisdiction, and all Persons may act accordingly and the receipt by any such holder for any such principal or interest, as the case may be, shall be a good discharge to the Issuer and the Trustee for the same and neither the Issuer nor the Trustee shall be bound to inquire into the title of any such holder.


(b)	Notwithstanding any other provision of this Indenture, Pledged Bonds shall not be negotiable instruments.

(c)

The Issuer shall cause to be kept by and at the office of the Trustee in the City of Calgary, Alberta or at such other place or places (if any) as the Issuer may designate with the approval of the Trustee, by the Trustee or such other registrar as the Issuer may appoint or at such other place or places (if any) as may be specified in any Supplemental Indenture, registers (the registers maintained for such purposes in such office and at such other place or places being herein sometimes collectively referred to as the "register" ) in which, subject to such reasonable regulations as the Issuer or the Trustee or such other registrar may prescribe, shall be entered the names and addresses of the holders of fully registered Bonds and coupon Bonds registered as to principal only and particulars of the Bonds held by them. The Trustee is hereby appointed registrar for the purpose of registering registered Bonds and transfers thereof as herein provided.

(d)

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holder or such legal representatives or such duly authorized attorney and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe and upon payment by (or on behalf of) such registered holder of any charges which the Issuer or the Trustee may impose as provided in Section 3.9. Upon the surrender for registration of transfer of any such registered Bond, the Issuer shall execute and the Trustee shall authenticate and deliver, at the option of the transferee and subject to the provisions of the Supplemental Indenture authorizing such Bonds a new fully registered Bond, registered in the name of the transferee, of the same aggregate principal amount, Series, maturity and interest rate as the surrendered Bond, or coupon Bonds registered as to principal in the name of the transferee, of the same aggregate principal amount, Series, maturity and interest rate as the surrendered Bond, with appropriate coupons attached. Subject to Subsection 3.8(b), after the appropriate form of transfer is lodged with the Trustee or other registrar and upon compliance with all other conditions in that regard required by this Master Indenture, any applicable Supplemental Indenture or by law, the transferee of a registered Bond shall be entitled to be entered on the register as the holder of such Bond free from all equities or rights of set-off or counterclaim between the Issuer and his or her transferor or any previous holder of such Bond, save in respect of equities of which the Issuer is required to take notice by statute or by order of a court of competent jurisdiction, and all Persons may act accordingly.

(e)

The Issuer and any Fiscal Agent may deem and treat the Person in whose name any coupon Bond registered as to principal is registered as the absolute owner thereof, whether such Bond shall be overdue or not, for all purposes, except for the purpose of receiving payment of coupons and neither the Issuer nor any Fiscal Agent shall be affected by any notice to the contrary. Payment of, or on account of, the principal or redemption price, if any, of any coupon Bond registered as to principal shall be made only to, or upon the order of the registered holder thereof. All such payments shall be valid and effective to satisfy and discharge the liability upon such Bond in respect of such principal or redemption price to the extent of the sum or sums so paid, and thereafter no further payment shall be required with respect thereto. The Issuer and any Fiscal Agent may deem and treat the bearer of any coupon as the absolute owner thereof, whether such coupon shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes whatsoever, and neither the Issuer nor any Fiscal Agent shall be affected by any notice to the contrary. The Issuer and any Fiscal Agent may deem and treat the bearer of any coupon Bond not registered as to principal as the absolute owner thereof, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or redemption price, if any, of such Bond and for all other purposes, except for the purpose of receiving payment of coupons, and neither the Issuer nor any Fiscal Agent shall be affected by any notice to the contrary. The Issuer and each Fiscal Agent may deem and treat the Person in whose name any fully registered Bond is registered as the absolute owner thereof, whether such Bond shall be overdue or not, for all other purposes, and neither the Issuer nor any Fiscal Agent shall be affected by any notice to the contrary. Payment of, or on account of, the principal or redemption price, if any, of any fully registered Bond, or the interest on such Bond, shall be made only to, or upon the order of, the registered holder thereof. All

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such payments shall be valid and effective to satisfy and discharge the liability upon such Bond in respect of such principal, redemption price or interest to the extent of the sum or sums so paid.


(f)	The following provisions apply to Global Bonds:

(i)

each Global Bond authenticated under any Supplemental Indenture shall be registered in the name of the Depositary designated for such Global Bond or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Bond shall constitute a single Bond for all purposes of this Indenture. None of the Issuer, the Trustee or any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depositary on account of the beneficial interests in any Global Bond. Except as provided in this Subsection 3.8(f), owners of beneficial interests in any Global Bond shall not be entitled to have Bonds registered in their names, shall not receive or be entitled to receive Bonds in definitive form and shall not be considered owners or holders thereof under this Indenture. Nothing in this Master Indenture or in any Supplemental Indenture shall prevent the owners of beneficial interests in Global Bonds from voting such Bonds using duly executed proxies;


(ii)	notwithstanding any other provision in this Indenture, no Global Bond may be exchanged in whole or in part for Bonds registered, and no transfer of a Global Bond in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Bond or a nominee thereof unless:


(A)	such Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Bond; or


(B)	such Depositary has ceased to be a clearing agency (registered, if required, under the securities legislation governing such Global Bond) or otherwise ceased to be eligible to be a depositary; or


(C)	such Depositary has been notified by the Issuer, at the Issuer's option, that the Issuer elects or is required by law to terminate the book entry only system through such Depositary;


(D)	there shall have occurred and be continuing an Event of Default; or


(E)	there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose in the Supplemental Indenture authorizing such Global Bond;

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(iii)

subject to Paragraph 3.8(f)(ii), any exchange of a Global Bond for Bonds which are not Global Bonds may be made in whole or in part in accordance with the provisions of Subsection 3.ll(b), mutatis mutandis. All such Bonds issued in exchange for a Global Bond or any portion thereof shall be registered in such names as the Depositary for such Global Bond shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to Global Bonds) as the Global Bond or portion thereof surrendered upon such exchange; and

(iv)

every Bond authenticated and delivered upon registration of transfer of a Global Bond, or in exchange for or in lieu of a Global Bond or any portion thereof, whether pursuant to this Subsection 3.8(f) or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Bond, unless such Bond is registered in the name of a Person other than the Depositary for such Global Bond or a nominee thereof.

3.9 Regulations with Respect to Exchanges and Transfers

In all cases in which the privilege of exchanging Bonds or registering the transfer of Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture. Subject to Subsection 3.ll(b), all registered Bonds surrendered for exchange or registration of transfer shall forthwith be cancelled by the Trustee. All coupon Bonds not registered as to principal and the coupons appertaining thereto which are surrendered for exchange may be retained, when directed in writing by the Issuer, in the possession of the Trustee for the purpose of reissuance upon a subsequent exchange, and the Trustee, prior to reissuance of any such coupon Bonds, shall detach therefrom and cancel all matured coupons. For every exchange or registration of transfer of Bonds, whether temporary or definitive, the Issuer and/or the Trustee, as a condition precedent to the privilege of making such exchange or registration of transfer, may impose a charge sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer. No charge shall be made to the holder in connection with such exchange or registration of transfer to pay the cost of preparing each new Bond issued upon such exchange or registration of transfer. Any such charge shall be borne by the Issuer. Neither the Issuer nor the Trustee shall be required to exchange or register the transfer of Bonds of any Series for a period of fifteen (15) days next preceding a Payment Date for the Bonds of such Series or, in the case of any proposed redemption of Bonds of any Series, for a period of fifteen (15) days next preceding any selection of Bonds of such Series to be redeemed or thereafter until the first publication or mailing of any notice of redemption.

3.10 Bonds Mutilated, Defaced, Destroyed, Stolen or Lost

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cancellation thereof, or in lieu of and substitution for such destroyed, stolen or lost Bond or coupon, upon filing with the Trustee evidence satisfactory to the Issuer and the Trustee in their discretion that such Bond or coupon has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Issuer and the Trustee with an indemnity in amount and form satisfactory to them in their discretion and complying with such other reasonable terms and conditions as the Issuer and the Trustee may prescribe and paying such reasonable charges and expenses as the Issuer and Trustee may incur in connection therewith. All mutilated or defaced Bonds and coupons surrendered to the Trustee pursuant to this Section shall be cancelled by it. Any new Bond or coupons authenticated and delivered pursuant to this Section in substitution for a Bond or coupons mutilated or defaced or alleged to be destroyed, stolen or lost shall constitute original additional contractual obligations on the part of the Issuer, whether or not the Bond or coupons so alleged to be destroyed, stolen or lost constitute contractual obligations at any time enforceable by anyone. Any new Bond or coupon authenticated and delivered pursuant to this Section shall be entitled to all the benefits of this Indenture equally and rateably in accordance with the terms of this Indenture with any and all other equal ranking Series of Bonds and coupons.

3.11 Preparation of Definitive Bonds and Temporary Bonds

(a)

Unless otherwise provided in any Supplemental Indenture authorizing any Series of Bonds, definitive Bonds (other than Pledged Bonds and Global Bonds) of such Series shall be typewritten. Pending the preparation and delivery to the Trustee of definitive Bonds of any Series, the Issuer may execute in lieu thereof (in the same manner as is provided in Section 3.13 but subject to the provisions, conditions and limitations set forth in this Section) and, upon the Written Request of the Issuer, the Trustee shall authenticate and deliver one or more temporary Bonds which are printed, typewritten or otherwise produced, in such form and in any authorized denomination substantially of the tenor of the definitive Bonds in lieu of which such temporary Bonds are issued and with such appropriate omissions, insertions, substitutions and other variations as the Trustee or any Authorized Officers executing such temporary Bonds may approve, such approval to be conclusively evidenced by the execution thereof by the Issuer (in the manner provided in Section 3.13) and the authentication and delivery thereof by the Trustee. Any such temporary Bonds shall entitle the holders thereof to definitive Bonds in any authorized denomination when the same are prepared and ready for delivery. The aggregate principal amount of temporary Bonds of any Series authenticated and delivered by the Trustee shall not exceed the aggregate principal amount of Bonds of such Series authorized by the Supplemental Indenture authorizing such Series.

(b)

Within a reasonable time after the issuance of any temporary Bonds, the Issuer shall cause to be prepared the appropriate definitive Bonds for delivery to the holders of such temporary Bonds. After the preparation of definitive Bonds of a Series, the temporary Bond or Bonds of such Series shall be exchangeable for definitive Bonds of such Series upon surrender of such temporary Bond or Bonds at the principal office of the Trustee or at the principal office of any other Paying Agent, without charge to the holder thereof. Upon surrender of any such temporary Bond, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange for all or any part of such temporary Bond, one or more definitive Bonds of the same Series, of any authorized denomination and of like

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tenor and for an aggregate principal amount equal to the aggregate principal amount of the temporary Bond or part thereof that is being exchanged for such definitive Bond or Bonds and if, part only of such temporary Bond is being exchanged for such definitive Bond or Bonds, together with such temporary Bond with the reduction of the principal amount thereof endorsed thereon or on a schedule annexed thereto by the Trustee or such Paying Agent or together with a new temporary Bond or Bonds, executed by the Issuer and authenticated and delivered by the Trustee, of the same Series, of any authorized denomination and of like tenor and for an aggregate principal amount equal to the remaining principal amount of the surrendered temporary Bond or Bonds. Upon the exchange of the entire principal amount of a temporary Bond for definitive Bonds or for definitive Bonds together with new temporary Bonds, the temporary Bond so exchanged shall be cancelled by the Trustee. Until exchanged for definitive Bonds, the temporary Bond or Bonds of any Series shall in all respects be entitled to the same benefits under this Indenture as definitive Bonds of such Series.

3.12 Cancellation and Destruction of Bonds or Coupons

All Bonds paid or redeemed, either at or before maturity, together with all unmatured coupons, if any, appertaining thereto, shall be delivered to the Trustee when such payment or redemption is made, and such Bonds and coupons, together with all Bonds purchased by the Issuer, shall thereupon be cancelled. No Bonds shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this Section except as expressly permitted under this Indenture. All coupons shall be promptly cancelled upon their payment and delivered to the Trustee.

3.13 Authentication

(a)

The Bonds of any Series shall bear thereon a certificate of authentication, substantially in the form set forth in the Supplemental Indenture authorizing such Series, executed manually by the Trustee. No Bond and no coupon appertaining thereto shall be issued or, if issued, shall be obligatory or entitle the holder to any right or benefit under this Indenture or shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee. Such certificate of the Trustee upon the Bonds or any Series executed by or on behalf of the Issuer shall be conclusive evidence as against the Issuer that the Bonds so authenticated have been duly executed, authenticated and delivered under this Master Indenture and the Supplemental Indenture authorizing such Series and is a valid and binding obligation of the Issuer and that the holder thereof is entitled to the benefits of this Indenture.

(b)

The certificate of the Trustee on Bonds shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of the Bonds (except the due certification thereof and any other warranties implied by law) or as to the performance by the Issuer of its obligations under this Indenture and the Trustee shall in no respect be liable or answerable for the use made of the Bonds or any of them or of the proceeds thereof.


(c)	Except as otherwise provided herein, the Trustee, before authenticating and delivering any coupon Bonds, shall cut off, cancel and destroy all matured

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coupons attached thereto, except matured coupons for which payment in full has not been made or provided.

3.14 Registers Open for Inspection

The registers mentioned in Section 3.8 shall at all reasonable times be open for inspection by the Issuer, the Trustee or any Bondholder (including, without limitation, any Person who has a beneficial interest in a Pledged Bond or Global Bond and who provides a sworn affidavit confirming such beneficial ownership). Every registrar (including the Trustee) shall from time to time when requested to do so in writing by the Issuer or by the Trustee furnish the Issuer or the Trustee with a list of the names and addresses of holders of Bonds entered on the register kept by such registrar and showing the principal amount and serial numbers of the Bonds held by each such holder. Every registrar (including the Trustee) shall, from time to time when requested in writing by a Bondholder (including, without limitation, any Person who has a beneficial interest in a Pledged Bond or Global Bond and who provides a sworn affidavit confirming such beneficial ownership), at the expense of the Bondholder, furnish the Bondholder with a list of the names and addresses of holders of Bonds or any Series thereof entered on the register kept by such registrar and showing the principal amount and serial numbers of the Bonds held by such holders. Notice of such request shall be provided by the registrar (including the Trustee) to the Issuer.

3.15 Right to Redeem

Bonds of a Series may be subject to redemption prior to maturity at such times, to the extent and in the manner provided herein and in any Supplemental Indenture authorizing the issuance thereof. Bonds of any Series which are redeemable before their maturity shall be redeemable in accordance with their terms and in accordance with Sections 3.16 to 3.22.

3.16 Election to Redeem

The right of the Issuer to elect to redeem any Bonds of any Series shall be set forth in the terms of the Bonds of such Series established in accordance with the Supplemental Indenture authorizing such Series. In the case of any redemption of Bonds (a) prior to the expiration of any applicable restriction on such redemption provided in the terms of such Bonds or elsewhere in this Master Indenture or in the applicable Supplemental Indenture; or (b) pursuant to an election of the Issuer that is subject to a condition specified in the terms of such Bonds, the Issuer shall furnish the Trustee with an Officer's Certificate evidencing compliance with such restriction or condition.

3.17 Bonds to Be Redeemed


(a)	Unless otherwise specified in a Supplemental Indenture, if less than all the Bonds of any Series are to be redeemed, the Bonds of the Series to be redeemed shall be redeemed on a pro rata basis in accordance with the principal amount of the Outstanding Bonds of such Series held by a Bondholder.


(b)	For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bonds redeemed or to

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be redeemed, only in part, to the portion of the principal amount of such Bonds which has been or is to be redeemed.

3.18 Notice of Redemption


(a)	Unless otherwise specified in a Supplemental Indenture, notice of redemption shall be given by or on behalf of the Issuer in the manner provided in Section 7.2 to the holders of Bonds of any particular Series to be redeemed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date. All notices of redemption shall state:


(i)	the Redemption Date;


(ii)	the Redemption Price, including the premium, if any;


(iii)	subject to Section 3 .17, if less than all the Outstanding Bonds of that Series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Bonds to be redeemed;


(iv)	that on the Redemption Date, the Redemption Price will become due and payable upon each such Bond to be redeemed;


(v)	the place or places where such Bonds being redeemed are to be surrendered for payment of the Redemption Price; and


(vi)	that interest shall cease to accrue on the portion of the Bonds to be redeemed as of the Redemption Date.


(b)	For the purpose of this Section, if the Bonds of a Series are issued in book entry only form, notice to the Depositary shall constitute notice to the holders of the Bonds.

3.19 Deposit of Redemption Price


(a)	Except for Global Bonds, the Issuer will, on or before 9:30 a.m. (Calgary time) on any Redemption Date, deposit with the Trustee an amount in immediately available funds sufficient to pay the Redemption Price of, and accrued interest on, all the Bonds which are to be redeemed on that date.


(b)	For Global Bonds, the Issuer will, on or before 9:30 a.m. (Calgary time) on any Redemption Date, pay the Redemption Price to the Depositary in accordance with the book entry only system of the Depositary and provide written notice to the Trustee that such payment has been made.

3.20 Bonds Payable on Redemption Date

Notice of redemption having been given as aforesaid, the Bonds so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Issuer shall default in the payment of the Redemption Price, such Bonds shall cease to bear interest

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and shall be void. Upon surrender of any such Bond for redemption in accordance with said notice, such Bond shall be paid by the Trustee on behalf of the Issuer at the Redemption Price; provided, however, that, unless otherwise specified, instalments of interest on Bonds whose stated maturity is on or prior to the Redemption Date shall be payable according to their terms and the provisions of Section 3.5.

3.21 Bonds Redeemed in Part

Any Bond (including a Global Bond) which is to be redeemed only in part shall be surrendered at the principal office of the Trustee or any other Paying Agent with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder thereof or its attorney duly authorized in writing and the Issuer shall execute and the Trustee shall certify and deliver to the holder of such Bond without service charge a new Bond or Bonds of the same Series (including a Global Bond, as applicable), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.

3.22 Mandatory Sinking Fund Redemption

Bonds of a Series may be subject to a mandatory sinking fund redemption and shall be redeemed at such times to the extent and in the manner provided in the Supplemental Indenture authorizing the issuance of such Series and providing for the establishment of a Sinking Fund for such

( purposes.

3.23 Purchase for Cancellation

The Issuer may, at any time when no Default or Event of Default has occurred and is continuing, purchase all or any of the Bonds in the market, which shall include purchase from or through an Investment Dealer or a firm holding membership on a recognized stock exchange, or by tender or by private contract, provided that the price at which any Bond may be purchased by private contract shall not exceed the principal amount thereof together with accrued and unpaid interest thereon and costs of purchase. All Bonds so purchased shall forthwith be delivered to the Trustee and shall be cancelled by it and, subject to the following paragraph of this Section 3.23, no Bonds shall be issued in substitution therefor.

If, upon an invitation for tenders, more Bonds are tendered at the same lowest price than the Issuer is prepared to accept, the Bonds to be purchased by the Issuer shall be selected by the Trustee, in such manner, which may include selection by lot, selection on a pro rata basis, random selection by computer or any other method, as the Trustee considers appropriate, from the Bonds tendered by each tendering Bondholder who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Bonds may be so selected, and regulations so made shall be valid and binding upon all Bondholders, notwithstanding the fact that, as a result thereof, one or more of such Bonds become subject to purchase in part only. The holder of a Bond of which a part only is purchased, upon surrender of such Bond for payment, shall be entitled to receive, without expense to such holder, one or more new Bonds for the unpurchased part so surrendered, and the Trustees shall certify and deliver such new Bond or Bonds upon receipt of the Bond so surrendered.

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ARTICLE 4

DISBURSEMENTS OF NET REVENUES

AND ESTABLISHMENT OF ACCOUNTS

4.1 Disbursements of Net Revenues

Subject to Sections 2.9 and 10.13, the Issuer shall disburse and apply all Net Revenues in the following order of priority:


(a)	first, to pay all principal, interest, fees and other amounts due on the Obligation Bonds and the Indebtedness secured by Pledged Bonds, other than the Subordinated Bonds, as required under this Indenture and by the terms of such Indebtedness;


(b)	second, to make any required deposits to the Funds in the following order of priority:


(i)	to each Sinking Fund, if any; and


(ii)	to any other Fund created from time to time;


(c)	third, to establish any reserve Fund the Issuer may deem to be prudent or necessary to fund any foreseeable future obligations of the Issuer;


(d)	fourth, to pay all principal, interest, fees and other amounts due on the Subordinated Bonds and any other Indebtedness of the Issuer, as required, as the case may be, under this Indenture and by the terms of such Indebtedness; and


(e)	fifth, provided:


(i)	no Default or Event of Default has occurred and is continuing and will not occur after giving effect to the proposed payment; and


(ii)	all of the Funds are fully funded, if required, to make a Permitted Payment.

4.2 Establishment of and Disbursements from Sinking Funds

(a)

The Issuer shall, to the extent required by a Supplemental Indenture, establish one or more segregated and separate Accounts at a single branch of a bank in Alberta in the name and control of the Trustee, in trust each designated as a "Series Sinking Fund" with respect to any Series of Senior Bonds to be governed by the terms of this Master Indenture and the applicable Supplemental Indenture(s) providing for such Series Sinking Funds or designated as the "General Sinking Fund" for the benefit of all Senior Bonds then outstanding to be governed by the terms of this Master Indenture and the applicable Supplemental lndenture(s) providing for such General Sinking Fund (collectively, the "Sinking Funds" ). Funds shall be transferred from Net Revenues into each Sinking Fund from time to time as required pursuant to Paragraph 4.1 (b )(i), or the applicable Supplemental Indenture(s) providing for such Sinking Fund.

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(b)	Any monies held in the Sinking Funds shall be held by the Trustee in cash or invested in Permitted Investments as directed by an Authorized Officer in writing to the Trustee from time to time in accordance with Section 4.4.

(c)

Assets in any Series Sinking Fund shall be applied by the Trustee exclusively for the payment of principal amounts due on the applicable Series of Senior Bonds for which the Series Sinking Fund was established or for purchase for cancellation of the applicable Series of Senior Bonds for which the Series Sinking Fund was established, in each case, in accordance with the terms of the Supplemental Indenture authorizing the issuance of the applicable Series of Senior Bonds.


(d)	Assets in the General Sinking Fund established pursuant to a Supplemental Indenture shall be applied by the Trustee exclusively for the payment on a pro rata basis (based on the principal amounts then outstanding on the Senior Bonds) of the principal amounts due on all Senior Bonds outstanding from time to time.

4.3 Administration of Accounts, Funds and Reserve Funds

Unless this Master Indenture or any Supplemental Indenture requires that a Fund or Account be segregated or held in a separate bank account, such Funds and Accounts are only required to be recorded separately in the books and records of the Issuer, the Trustee or any other Person. All money and Permitted Investments held by the Issuer, the Trustee, any Fiscal Agent or any other Person which is required to be segregated under this Master Indenture or any Supplemental Indenture in any Fund or Account shall be accounted for and held separate and apart from all other money and securities of the Issuer, the Trustee, any Fiscal Agent or any other Person, as the case may be. All money, Permitted Investments and undrawn availability under a Credit Facility shall be applied, used and withdrawn solely for the purposes authorized in this Master Indenture and any Supplemental Indenture and, until so applied, used and withdrawn, shall be held by the Issuer, the Trustee, any Fiscal Agent or any other Person, as the case may be, for such purposes and subject to the terms of this Master Indenture and any Supplemental Indenture.

4.4 General Regulations as to Permitted Investments

(a)

All money held in any Sinking Fund shall be held by the Trustee in cash or invested in Permitted Investments at the direction of an Authorized Officer of the Issuer. All money held in any other Fund or Account established pursuant to this Master Indenture or pursuant to any Supplemental Indenture shall be held in cash or invested in Permitted Investments, or be satisfied otherwise as provided in this Master Indenture or in any such Supplemental Indenture, in all cases at the direction of an Authorized Officer of the Issuer. Any written direction by the Issuer to the Trustee as to the investment of funds forming part of any Fund or Account held by the Trustee shall be in writing and shall be provided to the Trustee no later than 9:00 a.m. (Calgary time) on the day on which the investment is to be made. Any such direction received by the Trustee after 9:00 a.m. (Calgary time) shall be deemed to have been given prior to 9:00 a.m. (Calgary time) on the next Business Day. Nothing herein shall prevent the Issuer from making investments in cash or Permitted Investments

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in a Fund or Account held by the Trustee in accordance with standard procedures agreed to by the Trustee for the making of such investments by the Issuer on behalf of the Trustee.

(b)

Permitted Investments purchased using money in any Sinking Fund or any other Account or Fund established under this Indenture shall be deemed at all times to be a part of such Sinking Fund, or such other Fund or Account, as applicable. Permitted Investments so purchased shall be sold on commercially reasonable terms upon the written direction of an Authorized Officer of the Issuer whenever it shall be necessary so to do in order to provide monies to make any withdrawal or payment from any Sinking Fund or any other Fund or Account. For the purposes of any such investment, a Permitted Investment shall be deemed to mature at the earliest date on which the obligor is, on demand, obligated to pay a fixed sum in discharge of the whole of such Permitted Investment. Permitted Investments in which money held in the Sinking Fund or any other Fund or Account have been invested shall mature not later than the respective dates as estimated and directed by the Issuer, when monies from such Sinking Fund or any other Fund or Account shall be needed. The Trustee shall have no responsibility or liability to anyone in respect of any such estimate by the Issuer.


(c)	In calculating the amount in any Sinking Fund or any other Fund or Account, obligations maturing within the three (3) year period next succeeding the date of calculation shall be valued at their amortized value, and obligations maturing more than three (3) years following the date of calculation shall be valued at the lower of their amortized value or their market value.


(d)	For purposes of this Indenture, the amortized value means par, if the obligation was purchased at par. When used with respect to an obligation purchased at a premium above or a discount below par, the amortized value shall be determined by linear interpolation between the purchase price on the date of purchase and par on the maturity date.

ARTICLE 5

UNSECURED

5.1 No Security Interests

Unless otherwise set out in a Supplemental Indenture, the Bonds issued under this Indenture shall be unsecured obligations of the Issuer.

5.2 Priority of Bonds


(a)	Any Sinking Fund shall be first for the equal and rateable benefit and security of the Senior Bonds of the Series for which the Sinking Fund was established.

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(b)	Where Classes have been created within a Series of Bonds, the Bonds of such Series shall rank pari passu with all other Series but the priority of distributions of proceeds among Classes within the Series shall be made in accordance with the Supplemental Indenture for such Series.

(c)

The Senior Bonds shall rank in priority to the Subordinated Bonds, which priority shall be effective in all events and in all circumstances and, without limiting the generality of the foregoing, the said priority shall be effective notwithstanding the date of issue, authentication or delivery of Bonds, the dates of any advances evidenced or collaterally secured by any Bonds, the dates of enforcement of remedies following an Event of Default pursuant to the terms of this Indenture or any Supplemental Indenture or the rules of priority established under any applicable law.

5.3 Power of Attorney

The Issuer hereby constitutes and appoints the Trustee, or a receiver appointed by the Trustee, as the agent of the Issuer and any officer of the Trustee or receiver, as the attorney of the Issuer with full power of substitution, in the place of the Issuer and in the name and on behalf of the Issuer or in its own name upon the occurrence of an Event of Default, and at any time thereafter if the Event of Default shall then be continuing, to execute, deliver and do all such acts, deeds, leases, documents, transfers, demands, conveyances, assignments, contracts, assurances, consents, financing statements and things as the Issuer has herein agreed to execute, deliver and do as may be required by the Trustee to give effect to this Indenture or the Bonds or in the exercise of any rights, powers or remedies hereby or thereby conferred on the Trustee, and generally to use the name of the Issuer in the exercise of all or any of the rights, powers or remedies hereby or thereby conferred on the Trustee, including, without limitation, the right to bring actions for and in the name of the Issuer, the right to disburse or make payments from any Sinking Fund and any other Fund or Account and the right, but not the obligation, to cure any defaults hereunder (including under any Indebtedness secured by a Pledged Bond). This appointment, coupled with an interest, shall not be revoked by the insolvency, bankruptcy, dissolution, liquidation or other termination of the existence of the Issuer, any Partner or for any other reason.

ARTICLE 6

COVENANTS

6.1 General Covenants of the Issuer

The Issuer hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Bondholders that so long as any amount payable under this Indenture or any of the Bonds is Outstanding or the Issuer has any obligations under this Indenture:


(a)	To Pay Principal and Interest. The Issuer shall duly and punctually pay or cause to be paid to every Bondholder the principal of, premium, (if any) and interest and any other amounts due on the Bonds (including any Indebtedness secured by a Pledged Bond) on the dates, at the places, in the monies and in the manner mentioned herein and in the Bonds.

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(b)

Carrying on Business. The Issuer shall own, maintain and repair or reconstruct the Principal Property and all other assets, including licences, permits and intellectual property, necessary to operate the Business and directly receive all Revenues associated therewith and shall at all times carry on and conduct the Business in a proper, efficient and businesslike manner and in accordance with good business practices so as to comply with all applicable regulatory requirements and preserve and protect the Revenues thereof. The Issuer shall pay all Operating and Maintenance Expenses when due in the ordinary course of business and comply with all material contracts as required to give effect to the foregoing covenant. The Issuer shall not engage in any business other than the Business.

(c)

Insurance. The Issuer shall maintain insurance with respect to its properties and business and against such casualties and contingencies and in such types and such amounts as shall be in accordance with sound business practices which are standard in the industry and in accordance with any express requirements of Government Authorities, where applicable, including the right to self-insure and/or co-insure with respect to any of the insurance required to be maintained by the Issuer pursuant to this paragraph.


(d)	Compliance with Laws and Contracts. The Issuer shall at all times comply in all material respects with all requirements of the Applicable Utilities Legislation, all other applicable laws and governmental orders or regulations.


(e)	Payments Made Directly by Issuer. If any payment is made by the Issuer to a registered Bondholder or to the Depositary, other than pursuant to Indebtedness secured by a Pledged Bond, the Issuer will provide written notice to the Trustee on the date such payment is made confirming that such payment has been made.

(f)

Inspection. The Issuer shall permit, from time to time, upon reasonable notice and during normal business hours, the Trustee or its agents or advisors to inspect the books and records of the Issuer and shall make available to the Trustee or its agents or advisors copies of contracts, agreements, plans, reports, audits and other documents material to the carrying out of the Business as the Trustee or the Bondholders may reasonably request.

(g)

Taxes. The Issuer shall, from time to time, pay or cause to be paid all Taxes lawfully levied, assessed or imposed upon or in respect of its property or any part thereof or upon its income and profits as and when the same become due and payable and withhold and remit any amounts required to be withheld by it from payments due to others and remit the same to any government or agency thereof, and it will exhibit or cause to be exhibited to the Trustee, when requested, the receipts and vouchers establishing such payment and will in all material respects duly observe and conform to all applicable requirements of any Government Authority relative to any of the property or rights of the Issuer and all covenants, terms and conditions upon or under which any such property or rights are held; provided, however, that the Issuer shall have the right to contest, in good faith and diligently by legal proceedings, any such Taxes and, during such contest, may delay or defer payment or discharge thereof.

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(h)

Further Assurances. The Issuer shall make and execute, or cause to be made and executed, any and all such further indentures, acts, deeds, conveyances, assignments or assurances as may be reasonably required for carrying out the intention of this Indenture, and for the better assuring and confirming unto the holders of the Bonds of the rights and benefits provided in this Indenture or any other agreement relating to any Bonds.


(i)	Name Change. The Issuer shall notify the Trustee in writing within ten (10) days of the occurrence of any change of name of the Issuer. Within thirty (30) days of the change of name or amalgamation, the Issuer shall provide the Trustee with a Notarial or certified copy of articles of amendment or articles of amalgamation effecting the change of name or amalgamation.

(j)

Existence. The Issuer shall maintain its existence as a limited partnership pursuant to the Partnership Act (Alberta), subject to the Issuer's right to reorganize, merge or amalgamate in accordance with the terms of Section 6.7. The General Partner agrees to maintain its corporate existence, and shall not agree to amend the Limited Partnership Agreement in a manner which would cause the Issuer to dissolve or cease to exist under the Partnership Act (Alberta).


(k)	Books and Records. The Issuer shall maintain proper books and records in accordance with good accounting practices.


(l)	Reporting Issuer. Should the Issuer become a "reporting issuer" under the Securities Act (Alberta) or any other Canadian or provincial securities legislation at any time while Bonds are outstanding, the Issuer shall thereafter maintain its status as a reporting issuer under such legislation if required by such legislation or the terms of any Supplemental Indenture.


(m)	Incurrence of Indebtedness. The Issuer will not directly or indirectly, Guarantee, incur, issue or become liable for or in respect of any Indebtedness unless no Default or Event of Default has occurred and is continuing under this Master Indenture or any Supplemental Indenture on that date and:


(i)	such Indebtedness is incurred pursuant to an Obligation Bond issued pursuant to this Indenture or collaterally secured by a Pledged Bond issued pursuant to this Indenture; or

(ii)

such Indebtedness is not being issued pursuant to an Obligation Bond or secured by a Pledged Bond and does not, when combined with all other such Indebtedness not issued pursuant to an Obligation Bond or secured by a Pledged Bond at the time issued or incurred, exceed the aggregate principal amount or notional principal amount (in the case of any Financial Instrument Obligation) of Twenty Million Canadian Dollars (Cdn.$20,000,000) or such other amount as may be set out in a Supplemental Indenture.

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6.2 [Intentionally Left Blank]

6.3 Financial Instrument Obligations

The Issuer shall not enter into any Financial Instrument Obligation except for the purpose of hedging any Indebtedness, Operating and Maintenance Expenses or Revenues incurred or to be received in the ordinary course of the Business. A Financial Instrument Obligation shall, except as otherwise permitted by Subsection 6.l(m), be secured by a Pledged Bond, either directly or as part of a Credit Facility, and shall, in each case, be made with a Counterparty and documented in a form approved from time to time by the International Swap Dealers Association or such other form as shall be customary for the documentation of such agreements in accordance with good market practice by regulated financial institutions.

6.4 Reporting Requirements


(a)	The Issuer shall deliver to the Trustee and send by prepaid mail to registered Bondholders:

(i)

not later than one hundred and forty (140) days or such earlier date as may be prescribed from time to time under applicable securities legislation for the delivery of the Issuer's annual financial statements to security holders after the end of each Fiscal Year, the annual financial statements of the Issuer consisting of a balance sheet and statements of income, retained earnings and changes in financial position for the year then ended and for the immediately preceding Fiscal Year together with the report thereon of the Issuer's auditors and the discussion and analysis of such statements prepared by the management of the Issuer; and

(ii)

not later than sixty (60) days or such earlier date as may be prescribed from time to time under applicable securities legislation for the delivery of the Issuer's interim financial statements to security holders after the end of each fiscal quarter the unaudited interim financial statements of the Issuer, including a balance sheet and statements of income and changes in financial position for the period then ended and for the year to date and for the comparative periods in the prior Fiscal Year of the Issuer.


(b)	All financial statements to be delivered hereunder shall be prepared on a consolidated basis.


(c)	The Issuer shall also deliver to the Trustee upon delivery of each of the items set out in Paragraphs 6.4(a)(i) and (ii), an Officer's Certificate:


(i)	setting out the amounts required to be in, and the amounts actually in, any Sinking Fund and all other Funds and Accounts established under this Indenture as at such Fiscal Year end or quarter end and the amounts allocated to each such Fund and Account during such period; and


(ii)	to the effect that, as of the date of delivery, no Default or Event of Default has occurred and is continuing or a statement of the particulars of such Default or

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Event of Default and the actions taken or proposed to be taken by the Issuer to cure such Default or Event of Default.

6.5 Office for Servicing Bonds

The Issuer shall at all times maintain an office in Calgary, Alberta, where notices, demands and other documents may be served upon the Issuer in respect of the Bonds and coupons or of this Indenture. The Issuer hereby appoints the Trustee as its agent for the service upon the Issuer of such notices, demands and other documents. The Issuer hereby appoints each Paying Agent as its agent where Bonds and coupons may be presented for payment or where Bonds may be presented for registration, registration of transfer or exchange.

6.6 Negative Pledge

Save and except for Permitted Encumbrances, the Issuer will not create, assume or suffer to exist any Security Interest on any of its assets, whether now owned or hereafter acquired, unless at the same time it shall secure all the Senior Bonds then outstanding on a pari passu basis.

6.7 Mergers, Consolidations and Sales of Assets

The Issuer will not enter into any transaction or series of transactions in which all or substantially all of its property and assets would become the property of any other Person, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, unless:

(a)

the Issuer shall be the surviving Person, or the Person, if other than the Issuer, formed by the amalgamation, consolidation or into which the Issuer is merged or that acquires by disposition all or substantially all of the property and assets of the Issuer shall be a company, partnership or trust organized and validly existing under the federal laws of Canada or any of its provinces and shall expressly assume, by a Supplemental Indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of the Issuer's obligations under this Indenture;


(b)	immediately before and after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing; and


(c)	the Trustee shall receive an Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise complies with the provisions of this Section.

In the case any such amalgamation, merger or consolidation of the Issuer and upon any such assumption by the successor, such successor shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of the first part. Such successor thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer, any and all of the Bonds issuable hereunder which shall not have been signed by the Issuer and delivered to the Trustee.

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Upon the written order of such successor delivered to the Trustee and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall certify and shall deliver any Bonds which previously would have been signed and delivered by the Authorized Officer of the Issuer to the Trustee for certification, and any Bonds which such successor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Senior Bonds so issued shall in all respects be of the same legal rank and benefit under this Indenture as the Senior Bonds previously issued in accordance with the terms of this Indenture. All the Subordinated Bonds so issued shall in all respects be of the same legal rank and benefit under this Indenture as the Subordinated Bonds previously issued in accordance with the terms of this Indenture. Such changes in phraseology and form (but not in substance) may be made in the Bonds thereafter to be issued as may be appropriate.

6.8 Subsidiaries


(a)	The Issuer shall create and maintain Subsidiaries only for a purpose related to the Business.


(b)	A Subsidiary may pay a dividend or other distribution to the Issuer at any time.


(c)	The Issuer shall not lend to, or invest any capital or equity in, any Subsidiary unless such loan or investment is a Permitted Payment at the time it is made.

6.9 Notice of Default

The Issuer will promptly give written notice to the Trustee of:


(a)	any notice of non-compliance with Applicable Utilities Legislation received by the Issuer, or any of its Subsidiaries, if the non-compliance could have a material adverse effect on the Issuer; or


(b)	any Default or Event of Default or any other event, circumstance or matter (other than general economic conditions applicable to the Issuer or the electrical transmission industry generally) which may reasonably be expected to have a material adverse effect on the ability of the Issuer to perform any material obligation hereunder.

Each notice pursuant to this Section shall be accompanied by an Officer's Certificate setting forth details of the occurrence referred to therein and what action the Issuer has taken and proposes to take with respect thereto.

6.10 Deposit of Insurance Proceeds

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provide to the Trustee an Officer's Certificate on a quarterly basis setting forth details of the intended replacement or repair to the property or asset for which the insurance proceeds were received and the status of such replacement or repair during the twelve (12) month period (including details of all expenditures made by the Issuer in connection therewith).

6.11 Transactions with Non-Arm's Length Persons

The Issuer will not, directly or indirectly, (a) purchase, acquire, lease or license any material property, assets, right or service from, or (b) sell, transfer, lease or license any property, assets, right or services to, any Person (including any Partner and their respective Affiliates) not dealing at arm's length with the Issuer, or any Affiliate of any such Person, except at prices and on terms not less favourable to the Issuer than those which could have been obtained in an arm's length transaction with an arm's length Person.

6.12 Environmental Covenants


(a)	The Issuer shall at all times conduct and maintain the Business in compliance in all material respects with all Environmental Laws and Environmental Approvals.


(b)	If the Issuer shall:


(i)	receive notice from any Governmental Authority that any material violation of any Environmental Law or Environmental Approval has been, may have been, or is about to be committed by the Issuer;


(ii)	receive notice that any Remedial Order or other proceeding has been filed or is about to be filed against the Issuer alleging material violations of any Environmental Law or requiring the Issuer to take any material action in connection with the Release or threatened Release of a Hazardous Substance into the environment or requiring the cessation of a nuisance; or


(iii)	receive any notice from a Governmental Authority alleging that the Issuer may be liable or responsible for material costs associated with a nuisance or a response to, or clean up of, a Release or threatened Release of a Hazardous Substance into the environment or any damages caused thereby;

then the Issuer shall in each such case provide the Trustee with a copy of such notice within ten (10) days of the Issuer's receipt thereof, and thereafter shall keep the Trustee informed in a timely manner of any developments in such matters, and shall provide to the Trustee such other information in respect thereto as may be reasonably requested by the Trustee from time to time.

6.13 Not to Extend Time for Payment of Interest

In order to prevent any accumulation after maturity of unpaid interest, the Issuer will not directly or indirectly extend or assent to the extension of time for payment of interest upon any Bonds or directly or indirectly be or become a party to or approve any such arrangement by purchasing or funding interest on the Bonds or in any other manner.

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If the time for the payment of any interest shall be so extended, whether or not such extension is by or with the consent of the Issuer, notwithstanding anything herein or in the Bonds contained, such interest shall not be entitled in case of Default hereunder to the benefit of this Indenture until such time as payment in full has been made of the principal of all the Bonds and of all interest on such Bonds the payment of which has not been so extended.

The foregoing will not restrict the capitalization or deferral of interest in accordance with the terms of the Indebtedness in respect of which such interest is capitalized or deferred.

6.14 Limitation on Distributions to Partners

The Issuer shall not make any distributions or payments in respect of, or apply any of its property to the purchase, repayment or redemption of or return of capital on, any of its partnership interests, or make any loans or other payments or disbursements to its Partners, other than Permitted Payments.

ARTICLE 7

NOTICE

7.1 Notice to the Issuer and General Partner

Any notice, demand or other document to the Issuer or the General Partner under this Indenture shall be valid and effective if delivered or sent by electronic communication, or mailed, postage prepaid, addressed to the Issuer, to:

AltaLink Investment Management Ltd.

Suite 1120, 940 - 6 ^th Avenue S.W.

Calgary, Alberta T2P 3Tl

Attention: Executive Vice President and Chief Financial Officer

Telecopier: (403) 262-3740

with a copy to:

Borden Ladner Gervais LLP

1000 Canterra Tower

400 Third Avenue S.W. Calgary, Alberta T2P 4H2

Telecopier: (403) 266-1395

and, subject as provided in this Section, shall be deemed to have been given at the time of delivery or receipt of confirmation of sending by electronic communication or on the fifth (5 ^th ) Business Day after mailing. Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. The Issuer may from time to time notify the Trustee of a change in address or electronic communication number which thereafter, until changed by like notice, shall be the address or electronic communication number of the Issuer for all purposes of this Indenture.

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7 .2 Notice to Bondholders

Any notice, demand or other delivery to the Bondholders under this Indenture shall be valid and effective if, in the case of holders of registered Bonds or a Global Bond, it is delivered, sent by electronic communication or mailed postage prepaid, addressed to such holders, at their addresses or electronic communication numbers, if any, appearing in any of the registers hereinbefore mentioned and, subject as provided in this Section, shall be deemed to have been received at the time of delivery or sending by electronic communication or on the fifth (5 ^th ) Business Day after mailing. Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. All notices to joint holders of any Bond may be given to whichever one of the holders thereof is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all holders of such Bond. In the event of a postal disruption, notice to Bondholders shall be given or sent by other appropriate means. Any notice to the holders of Bonds which are not registered Bonds shall be valid and effective and deemed to have been received by all such holders on the date of publication if published once in an Authorized Newspaper.

7 .3 Notice to the Trustee

Any notice, demand or other document to the Trustee under this Indenture shall be valid and effective if:


(a)	sent by facsimile to:

Telecopier: (416) 360-1711/1727


(b)	mailed, postage prepaid or delivered to the Trustee at:

BNY Trust Company of Canada

4 King Street West, Suite 1101

Toronto, ON M5H 1B6

in each case to the attention of: Senior Trust Office

and, subject as provided in this Section, shall be deemed to have been given at the time of delivery or a receipt of a confirmation of sending by electronic communication or on the fifth (5 ^th ) Business Day after mailing. Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. The Trustee may from time to time notify the Issuer of a change in address or electronic communication number which thereafter, until changed by like notice, shall be the address or electronic communication number of the Trustee for all purposes of this Indenture. The Trustee shall be entitled to rely, and act on, any notice, demand, request or other documents sent to it by facsimile.

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7.4 Postal Service Interruption

In the case of disruption in postal services in Canada, any notice given under Section 7.1 or 7.3, if mailed, shall be deemed not to have been given until it is actually delivered.

7.5 Electronic Communication

When used in this Article 7, the term "electronic communication" shall include communications by telecopy or email and any electronic, optical or other communication formats which may become available in the future (excluding verbal telephone communications) which are capable of providing a permanent record and in respect of which delivery can be verified or receipt is acknowledged.

ARTICLE 8

SUPPLEMENTAL INDENTURES

8.1 Provision for Supplemental Indentures

From time to time, the Issuer and the Trustee may, subject to the provisions of this Indenture, and they shall, when so directed by this Indenture or by any Extraordinary Resolution, execute and deliver deeds or instruments supplemental or ancillary hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:


(a)	charging as and by way of a Security Interest to and in favour of the Trustee any property now owned or hereafter acquired by the Issuer;


(b)	evidencing the succession of successor companies to the Issuer and the covenants of and obligations assumed by such successor companies in accordance with the provisions of Section 6.7;


(c)	giving effect to any resolution passed as provided in Article 9;


(d)	authorizing, as permitted hereby, one or more Series and, if applicable, to authorize one or more Classes within such Series;


(e)	making any addition to, deletion from or alteration of, the provisions of this Master Indenture or any Supplemental Indenture which the Issuer may deem necessary or advisable and which, in the Opinion of Counsel, is not contrary to or inconsistent with the Indenture and does not prejudice the rights of the Bondholders and the Trustee hereunder;

(f)

adding to or altering the provisions hereof in respect of the registration and transfer of Bonds; making provision for the issue of Bonds of denominations other than those provided for in this Master Indenture or in any Supplemental Indenture and for the exchange of Bonds of different denominations; and making any modification in the forms of the Bonds provided that, in an Opinion of Counsel to the Trustee, the rights of the Bondholders hereunder are not prejudiced thereby;

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(g)	adding to the limitations, restrictions and covenants of the Issuer herein contained for the protection of the Bondholders or adding to the Events of Default herein specified; provided that such further limitations, restrictions, covenants or Events of Default do not, in the Opinion of Counsel to the Trustee, prejudice the rights of the Bondholders hereunder; or


(h)	making any addition to, deletion from or alteration of the provisions of this Master Indenture or any Supplemental Indenture or the Bonds that, in the Opinion of Counsel to the Trustee, are necessary in order to reflect or comply with applicable law.

8.2 Correction of Manifest Errors

The Issuer and the Trustee may correct typographical, clerical and other manifest errors in this Master Indenture, any Supplemental Indenture or the Bonds, provided that such correction shall not, in the Opinion of Counsel to the Trustee, prejudice the rights of the Trustee or of the Bondholders hereunder, and the Issuer and the Trustee may execute all such documents as may be necessary to correct such errors.

8.3 General Provisions

(a)

This Indenture shall not be modified or amended in any respect except as provided in and in accordance with and subject to the provisions of this Article 8 and Article 9. Any such modification or amendment adopted in contravention of the rights of any Bondholder shall be ineffective as to that Bondholder. Nothing in this Article 8 or Article 9 shall affect or limit the right or obligation of the Issuer to adopt, make, do, execute, acknowledge or deliver any indenture, resolution, act or other instrument pursuant to the provisions of Subsection 6.l(h) or the right or obligation of the Issuer to execute and deliver to any Fiscal Agent any instrument which elsewhere in this Indenture it is provided shall be delivered to said Fiscal Agent.

(b)

Any Supplemental Indenture referred to and permitted by Section 8.1 shall become effective only on the conditions, to the extent and at the time provided in such Supplemental Indenture. The copy of every Supplemental Indenture delivered to the Trustee shall be accompanied by a Counsel's Opinion stating that such Supplemental Indenture has been duly and lawfully adopted in accordance with the provisions of this Indenture, is authorized or permitted by this Indenture, and is valid and binding upon the Issuer and enforceable in accordance with its terms, subject to usual and customary exceptions.

(c)

The Trustee is hereby authorized to enter into any Supplemental Indenture permitted by Section 8.1 and to make all further agreements and stipulations which may be required or permitted to be made by the Trustee pursuant to any such Supplemental Indenture, and the Trustee, in taking such action, shall be fully protected in acting and relying on an Opinion of Counsel that such Supplemental Indenture is authorized or permitted by the provisions of this Indenture.

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(d)	No Supplemental Indenture shall change or modify any of the rights or obligations of the Trustee or any other Fiscal Agent without its written consent thereto.


(e)	No Supplemental Indenture shall modify or terminate any covenant or affect the terms of repayment of any Series of Bonds without the approval of the holders of such Series in accordance with Section 9.15.


(f)	No Supplemental Indenture shall amend the terms of the subordination provisions of any Subordinated Bonds without the approval of holders of Senior Bonds in accordance with Section 9.18.

8.4 Supplemental Indentures to Prevail

Where any of the provisions of this Indenture are supplemented, modified or amended by the provisions of any Supplemental Indenture which authorizes a Series of Bonds, the provisions of this Indenture shall be read as so supplemented, modified or amended with respect to all Bonds of such Series. In the event of a conflict or inconsistency between any provision of this Indenture as so supplemented, modified or amended and any other provision of this Indenture, such other provision of this Indenture shall be deemed to have been so supplemented, modified or amended to the extent necessary to remove all such conflict or inconsistency, but only with respect to Bonds issued pursuant to such Supplemental Indenture.

ARTICLE 9

AMENDMENTS; RESOLUTIONS OF BONDHOLDERS

9.1 Right to Convene Meeting

The Trustee may at any time and from time to time and shall, on receipt of a Written Request of the Issuer or a Bondholders' Request and upon receiving funding and being indemnified to its reasonable satisfaction by the Issuer or by the Bondholders signing such Bondholders' Request, as the case may be, against the costs that may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Bondholders. In the event of the Trustee failing within ten (10) days after receipt of any such Bondholders' Request to give notice convening such meeting, the Issuer or such Bondholders, as the case may be, may convene such meeting. Every such meeting of Bondholders shall be held in the City of Calgary, Alberta, or at such other place as may be approved or determined by the Trustee.

9.2 Notice

At least ten (10) but not more than forty-five (45) days' notice of any meeting shall be given to the Bondholders in the manner provided in Article 7 and a copy thereof shall be sent to each of the Trustee and the Issuer in the manner set out in Article 7 unless the meeting has been called by it and the notice shall state the time when and the place where the meeting is to be held and set out the general nature of the business to be transacted thereat. It is not necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 9.

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9.3 Chair of Meeting

An individual, who need not be a Bondholder, nominated in writing by the Trustee shall be chair of the meeting, and if no Person is so nominated, or if the Person so nominated is not present within thirty (30) minutes from the time fixed for the holding of the meeting, the Bondholders present in person or by proxy shall choose an individual present to be chair.

9.4 Quorum

Unless otherwise provided in this Indenture, at any meeting of Bondholders:

(a)

a quorum shall consist of two (2) or more Bondholders present in person or by proxy and representing more than fifty percent (50%) of the total principal outstanding in respect of the Outstanding Bonds; provided, however, that if the meeting has been called for Bondholders of all Classes of Bonds, then a quorum shall consist of the quorum with respect to the Senior Bonds, regardless of whether a quorum with respect to the Subordinated Bonds is present;


(b)	in the case of a meeting of the Bondholders of a Series of Bonds, a quorum shall consist of two (2) or more Bondholders of such Series present in person or by proxy and representing more than fifty percent (50%) of the total principal outstanding in respect of the Outstanding Series of Bonds; and

(c)

if a quorum of the Bondholders is not present within thirty (30) minutes from the time fixed for holding the meeting, such meeting, if convened by the Bondholders or on a Bondholders' Request, shall be dissolved; but in any other case, the meeting shall be adjourned without notice to the same day in the next week (unless such day is not a Business Day in which case it shall stand adjourned to the next following Business Day thereafter) at the same time and place, unless the chair appoints some other place, day or time, of which not less than seven (7) days' notice shall be given in the manner provided in Article 7. At the adjourned meeting, the Bondholders present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they do not represent fifty percent (50%) of the total principal outstanding in respect of the Outstanding Bonds or Outstanding Series of Bonds, as the case may be.

9.5 Power to Adjourn

The chair of any meeting at which a quorum of the Bondholders is present may, with the consent of the Bondholders present, adjourn such meeting and no notice of such adjourned meeting need be given except such notice, if any, as the meeting so adjourned may resolve.

9.6 Poll

On every resolution, and on any other question submitted to a meeting when demanded by the chair or by any Bondholder acting in person or by proxy, a poll shall be taken in such manner as the chair directs.

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9.7 Voting

Each Bondholder present in person or represented by proxy shall be entitled to one vote in respect of each Cdn. One Thousand Dollars ($1,000.00) of principal outstanding in respect of Outstanding Bonds of which it is then the holder. A proxy need not be a Bondholder. In the case of joint registered holders of a Bond, any one of them present in person or represented by proxy at the meeting may vote in the absence of the other or others; but if more than one of them is present in person or represented by proxy, they shall vote together in respect of the Bonds of which they are joint registered holders. In the case of a Global Bond or Pledged Bond, the Depositary may appoint or cause to be appointed a Person or Persons as proxies and shall designate the number of votes entitled to each such Person, and each such Person shall be entitled to be present at any meeting of Bondholders and shall be the Persons entitled to vote at such meeting in accordance with the number of votes set out in the Depositary's designation. Subject to the provisions of Section 9.8, in the case of Bonds held by a Person other than an individual, an officer or representative of such Person may vote the Bonds held by it unless there shall be more than one officer or representative of such Person present at the meeting, and those officers or individuals present do not agree on how the Bonds may be voted, in which case a written proxy shall be required to determine who may vote the Bonds and how such Bonds are to be voted. No show of hands shall be permitted for voting purposes. Holders of Subordinated Bonds shall not be entitled to vote at any meeting of Bondholders except in respect of a vote called solely for holders of Subordinated Bonds.

9.8 Regulations

The Trustee, or the Issuer with the approval of the Trustee, may from time to time make and vary such regulations as it shall think fit providing for and governing:

(a)

the deposit of coupon Bonds not registered as to principal with a Fiscal Agent or other Person satisfactory to the Trustee and for the issue to the holders so depositing such Bonds of deposit certificates by such Fiscal Agent or other Person on terms satisfactory to the Trustee that such Bonds have been so deposited, which deposit certificates shall entitle the Persons named therein to be present and vote at a meeting of Bondholders and at any adjournment or postponement thereof, and to appoint proxies to represent them and vote for them at such meeting and any adjournment or postponement thereof, in the same way as if the Persons so present and voting either personally or by proxy were the actual holders of the Bonds in respect of which such deposit certificates shall have been issued, and such Bonds shall be conclusively deemed to be held as so certified;


(b)	the voting by proxy by holders of registered Bonds and the form of the instrument appointing a proxy, which shall be in writing or any other such manner as the Trustee may request or accept (including televoting), and the manner in which the same shall be executed, and for the production of the authority of any Person signing on behalf of the holder appointing such proxy;


(c)	the deposit of such deposit certificates and/or of the instruments appointing proxies at such place or places as the Person convening the meeting may in the notice convening the meeting direct, and the time before the holding of the meeting or adjourned or postponed meeting at which the same shall be deposited; and

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(d)

the lodging of such deposit certificates and/or of instruments appointing proxies at some place or places other than the place at which the meeting is to be held and for particulars of such deposit certificates and/or instruments to be mailed, cabled, telegraphed, telecopied or sent by other means of communication before the meeting to the Issuer or to the Trustee at the place where the same is to be held, and that proxies so deposited may be voted upon as though the instruments themselves were produced at the meeting.

Any regulations so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. The Trustee may dispense with any such deposit and permit Bondholders to make proof of ownership in such other manner, if any, as the Trustee and the Issuer may approve. Except as aforesaid and as provided in such regulations, the only Persons who shall be recognized at any such meeting as the holders of Bonds or as entitled to be present and vote at any such meeting shall be Persons who produce at the meeting coupon Bonds not registered as to principal or registered Bonds.

9.9 Issuer and Trustee May Be Represented

The Issuer and the Trustee, by their respective officers, directors and employees, and the legal advisors of the Issuer, the Trustee and the Bondholders may attend any meeting of the Bondholders, but shall have no vote as such.

9.10 Powers Exercisable by Extraordinary Resolution

Subject to Sections 9.17, 9.18 and 9.21 and Article 10, and in addition to all other powers conferred upon them by other provisions of this Indenture or law, at a meeting of the Bondholders, the Bondholders shall have the following powers, exercisable from time to time by Extraordinary Resolution of holders of Senior Bonds only:

(a)

power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Bondholders or the Trustee or either of them against the Issuer or against its undertaking and assets or any part thereof, whether such rights arise under this Indenture, or the Bonds or otherwise, provided that the rights or obligations of the Trustee under this Indenture, may not be modified, abrogated, altered or compromised without the prior consent of the Trustee;


(b)	power to direct or authorize the Trustee to exercise or refrain from exercising any power, right, remedy or authority given to it by this Indenture or the Bonds in any manner specified in such Extraordinary Resolution;


(c)	power to waive and direct the Trustee to waive any Default or Event of Default on the part of the Issuer in complying with any provision of this Indenture or the Bonds and to annul and to direct the Trustee to annul any declaration made by the Trustee pursuant to Article 10, either unconditionally or upon any conditions specified in such Extraordinary Resolution;

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(d)	power to sanction the exchange of Bonds for, or the conversion of Bonds into bonds, debentures, notes or any other securities or obligations of the Issuer or any Person formed or to be formed and power to sanction the distribution in specie to Bondholders of assets of the Issuer or such bonds, debentures, notes, shares, warrants or other securities or obligations;


(e)	power to repeal, modify or amend any Extraordinary Resolution previously passed by the Bondholders;

(f)

power to establish and dissolve a committee, and to provide for the appointment of members thereof, to consult with the Trustee and to delegate to such committee (subject to such limitations, if any, as may be prescribed in the Extraordinary Resolution) all or any of the powers that the Bondholders can exercise by Extraordinary Resolution under the foregoing Subsections 9.l0(a) to (e). Such committee shall consist of such number of Persons as prescribed in the Extraordinary Resolution establishing it, and, unless otherwise provided, the members need not themselves be Bondholders. Subject to the Extraordinary Resolution establishing it and providing for the appointment of members thereof, every such committee may elect its chairperson and may make regulations respecting its quorum, the calling of its meeting, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or by resolution signed by a majority of members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater. All acts of any such committee within the authority delegated to it shall be binding upon all Bondholders and the Trustee. Neither the committee nor any member thereof nor the Trustee shall be liable for any loss or claim arising from or in connection with any action taken or omitted to be taken by them in good faith. Any such committee shall be indemnified by the Issuer and any claims made thereunder shall rank in priority to other amounts due hereunder (other than to the Trustee). In addition, any such committee may cause the Issuer to acquire insurance to reasonably protect the committee members against liabilities that might be incurred in acting as members of such committees. Unless otherwise provided in an Extraordinary Resolution, a committee shall consist of a member representing each Series of Bonds being affected unless such member declines to act;


(g)	power to remove the Trustee and appoint a new Trustee subject, however, to Section 11.10;


(h)	power to sanction any scheme for the arrangement, reconstruction, reorganization or recapitalization of the Issuer or for the consolidation, amalgamation or merger of the Issuer into or with any other Person; and


(i)	power to file and prove a claim or debt against the Issuer in any proceedings involving the Issuer and to generally act for and on behalf of the Bondholders in any such proceedings and to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or securities of the Issuer.

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9.11 Powers Cumulative

Any one or more of the powers and any combination of the powers of this Indenture stated to be exercisable by the Bondholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the right of the Bondholders to exercise such powers thereafter from time to time.

9.12 Minutes

Minutes of all resolutions and proceedings at every meeting of the Bondholders shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Issuer, and any such minutes, if signed, by the chairperson of the meeting at which resolutions were passed or proceedings had, or by the chairperson of the next succeeding meeting of the Bondholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had, to have been duly passed and had.

9.13 Binding Effect of Resolutions

Every Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution passed in accordance with the provisions hereof at a meeting of Bondholders or by an instrument in writing in lieu of a meeting of Bondholders shall be binding upon all Bondholders and each Bondholder and the Trustee (subject to the provisions for its funding and indemnity herein contained) shall be bound to give effect accordingly to every such Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution or instrument in writing.

9.14 Instruments in Writing

All actions that may be taken and all powers that may be exercised by the Bondholders by Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution may also be taken and exercised by an instrument in writing signed in one or more counterparts by Bondholders representing not less than fifty and one-tenth percent (50. l %) of the total principal outstanding in respect of the Outstanding Bonds for a Majority Resolution, sixty-six and two• thirds percent (66-2/3%) of the total principal outstanding in respect of the Outstanding Bonds for an Extraordinary Resolution and not less than ninety percent (90%) of the total principal outstanding in respect of the Outstanding Bonds for a Special Bondholders' Resolution and the expressions ''Majority Resolution" , "Extraordinary Resolution" and "Special Bondholders' Resolution" when used in this Indenture include an instrument so signed.

9.15 Series Approval


(a)	If in the Opinion of Counsel delivered to the Trustee, any business to be transacted at any meeting, or any action to be taken or power to be exercised by instrument in writing under Section 9.14, does not adversely affect the rights of the holders of Bonds of one or more Series under this Indenture, the provisions of this Article 9 shall apply as if the Bonds of

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such Series were not Outstanding and no notice of any such meeting need be given to the holders of Bonds of such Series. Without limiting the generality of the forgoing, a proposal to modify or terminate any covenant or agreement which by its terms is effective only so long as Bonds of a particular Series are Outstanding or which is enacted for the exclusive benefit of the holders of Bonds of one or more particular Series or which affects the terms of repayment of only one or more particular Series or the Sinking Fund Reserve established for the benefit of one Series shall be deemed not to adversely affect the right of the holders of Bonds of any other Series.

(b)

If in the Opinion of Counsel delivered to the Trustee, any business to be transacted at a meeting of Bondholders, or any action to be taken or power to be exercised by instrument in writing under Section 9.14 would affect the rights of the holders of Bonds of one or more Series under this Indenture in a manner different from the holders of Bonds of any other Series (as to which such Counsel's Opinion shall be binding on all Bondholders, the Trustee and the Issuer for all purposes hereof) then:


(i)	reference to such fact, indicating each Series so affected, shall be made in the notice of such meeting; and


(ii)	the holders of Bonds of a Series so affected shall not be bound by any action taken at such meeting or by instrument in writing under Section 9.14 unless in addition to compliance with the other provisions of this Article:


(A)	at such meeting:


(1)	there are present in person or by proxy holders of Bonds representing more than fifty percent (50%) of the total principal outstanding in respect of the Outstanding Bonds of such Series, subject to the provisions of this Article as to quorum at adjourned meetings; and


(2)	the resolution is passed by the affirmative vote of the holders of Bonds of such Series representing not less than sixty-six and two-thirds percent (66-2/3%) of the total principal outstanding in respect of the Outstanding Bonds of such Series voted on the resolution at such meeting; or


(B)	in the case of action taken or power exercised by instrument in writing under Section 9.14, such instrument is signed in one or more counterparts by the holders of Bonds representing not less than sixty-six and two-thirds percent (66-2/3%) of the total principal outstanding in respect of the Outstanding Bonds of such Series.

9.16 Determination of Indebtedness Outstanding Under Pledged Bonds

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Resolution" and for the purposes of Sections 9.4 and 9.7), each Bondholder shall deliver to the Trustee, within five (5) Business Days of receipt of a written request from the Trustee, a Bondholder's Certificate setting forth the total principal outstanding Indebtedness secured by any Pledged Bond as of the date specified in such written request and the Trustee shall deliver all such Bondholder's Certificates to the Issuer and shall make the same available for inspection by any Bondholder for a period of three (3) Business Days after the expiry of the time stated to provide the same in the written request. If any Bondholder fails to provide the Trustee with a Bondholder's Certificate setting forth such Bondholder's total principal outstanding Indebtedness as aforesaid within the time stated in the written request (such Bondholder being referred to in this Section as a "Defaulting Bondholder" ), the Trustee shall for purposes of any determination required at such time consider such Defaulting Bondholder's Indebtedness secured by the Pledged Bond to be the amount as stated by the Issuer in an Officer's Certificate delivered to the Trustee. If, within the time allotted for examination of Bondholder's Certificates, neither the Issuer or any Bondholder objects to the amount of the total principal outstanding Indebtedness set forth in any Bondholder's Certificate, then the Trustee may rely on such Bondholder's Certificates as conclusive and act thereon, or to the extent applicable, on such Officer's Certificate. If any Bondholder or the Issuer disputes the amount of the principal outstanding Indebtedness set forth in any Bondholder's Certificate, the Trustee shall be entitled to independently determine directly or by an independent auditor or financial consultant the amount of the principal outstanding Indebtedness secured by the Pledged Bond in respect of the disputed Bondholder Certificate(s) and such determination, absent manifest error, shall be conclusively binding on the Bondholders and the Issuer.

9.17 Deemed Consent of Bondholders

Notwithstanding the provisions of Section 9.10 and the other provisions of this Indenture, if a Bondholder is entitled to and does, in a Bondholder's Request, request the Trustee to proceed to enforce its rights as set forth in Article 10, unless such Bondholder rescinds such request, the remaining Bondholders executing such request shall be deemed to have consented to such Bondholders' Request, including, without limitation, the Bondholder's Request directing and controlling the actions of the Trustee, not inconsistent with the provisions hereof as the Bondholder making such Bondholder's Request or the Trustee may reasonably require in order to give effect to and to implement such request.

9.18 Special Bondholders' Resolution

Notwithstanding any other term of this Indenture, a Special Bondholders' Resolution shall be required in order to amend directly or indirectly or otherwise vary:


(a)	the definitions of "Majority Resolution", "Extraordinary Resolution", "Event of Default" and "Special Bondholders' Resolution" set out in Section 1.1;


(b)	any power exercisable by a written direction of a Bondholder or a Bondholders' Request;


(c)	any provision of this Indenture which expressly requires a Special Bondholders' Resolution;

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(d)	the pari passu ranking of the Senior Bonds or the Subordinated Bonds, as applicable, other than Classes within a Series, as provided for in this Indenture;


(e)	Section 10.3 or 10.6;


(f)	this Section; and


(g)	any term or conditions set out in Section 2.9 relating to Subordinated Bonds.

9.19 Exclusion of Bonds

Bonds owned or held by or for the account of the Issuer shall be deemed not to be Outstanding for the purposes of this Article 9 or other action or any calculation of Outstanding Bonds provided for in this Article 9, and the Issuer shall not be entitled with respect to such Bonds to vote, give any consent or take any other action provided for in this Article. At the time of any vote, consent or other action taken under this Article, the Issuer shall furnish the Trustee with an Officer's Certificate upon which the Trustee may act and rely, describing all Bonds to be so excluded.

9.20 Notation of Bonds

Bonds authenticated and delivered after the effective date of any action taken pursuant to Article 8 or this Article 9 may, and, if the Trustee so determines, shall bear a notation by endorsement or otherwise in form approved by the Issuer and the Trustee as to such action, and upon demand of the holder of any Bond Outstanding at such effective date and presentation of his or her Bond for that purpose at the principal office of the Trustee or upon any exchange or registration of transfer of any Bond Outstanding at such effective date, suitable notation shall be made on such Bond or upon any Bond issued upon any such exchange or registration of transfer by the Trustee as to any such action. If the Issuer or the Trustee shall so determine, new Bonds so modified as in the opinion of the Issuer to conform to such action shall be prepared, authenticated and delivered, and upon demand of the holder of any Bond then Outstanding shall be exchanged, without cost to such Bondholder, for Bonds of the same Series and maturity then Outstanding, upon surrender of such Bonds with all unmatured coupons, if any, appertaining to such Bonds, or coupons appertaining to Bonds of such Series of the same aggregate amounts and payment dates.

9.21 Exercise of Rights by Holders of Subordinated Bonds

Notwithstanding any of the provisions in this Indenture, if, at any time, no Senior Bonds are Outstanding, any rights which may otherwise be exercised by holders of Senior Bonds may be exercised by holders of Subordinated Bonds.

ARTICLE 10

DEFAULT AND REMEDIES

10.1 Events of Default

Each of the following events is hereby declared an "Event of Default" :

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(a)	payment of the principal or redemption price of any Senior Bond shall not be made when due under this Indenture and any such default continues for a period of five (5) Business Days;


(b)	payment of any instalment of interest or other amount (other than principal or redemption price) owing in respect of any Senior Bond shall not be made when due under this Indenture and any such default continues for a period of forty-five (45) days;


(c)	the sale, transfer or other disposition by the Issuer, whether by one or by a series of transactions, directly or indirectly, of its undertaking or assets representing, in the aggregate, substantially all of the assets of the Issuer other than in accordance with the provisions of Section 6.7 or as permitted thereby;

(d)

if the Issuer shall fail, refuse or default in the observance or performance of any other covenant or agreement contained in this Indenture (including for greater certainty any covenant or agreement contained in any Supplemental Indenture) except, in each case, for those referred to in Subsections 10.l(a), (b) and (c), and such failure, refusal or default continues for a period of sixty (60) days after written notice thereof by the Trustee;


(e)	if any representation and warranty made by the Issuer in or in connection with any Supplemental Indenture shall be untrue in any material respect on the date upon which it was given;

(f)

default by the Issuer, whether as primary obligor or guarantor or surety, on any payment of principal, premium, if any, or interest on any Indebtedness (other than any Indebtedness governed by this Indenture), the outstanding principal amount of which Indebtedness (other than any Indebtedness governed by this Indenture) exceeds Fifteen Million Dollars ($15,000,0000) in the aggregate or such other amount as may be set out in a Supplemental Indenture, beyond any applicable grace period or failure to perform or observe any other agreement, term or condition contained in any agreement under which that Indebtedness is created, or if any default, failure or other event under that agreement shall occur and be continuing, and the effect of that default, failure or other event is to cause Indebtedness (other than any Indebtedness governed by this Indenture) the outstanding principal amount of which exceeds Fifteen Million Dollars ($15,000,000) in the aggregate or such other amount as may be set out in a Supplemental Indenture to become due or to be required to be repurchased prior to any stated maturity;


(g)	the rendering of a judgment or judgments against the Issuer in an aggregate amount in excess of ten percent (10%) of Net Worth by a court or courts of competent jurisdiction, which judgment or judgments remain undischarged and unstayed for a period of sixty (60) days;


(h)	if an order shall be made or an effective resolution be passed for the winding-up or liquidation of the Issuer (except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 6.7 are duly observed and performed); or any such proceedings are initiated unless such proceedings are being actively and diligently contested by the Issuer in good faith;

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(i)

if the Issuer shall make a general assignment for the benefit of its creditors or a notice of intention to make a proposal or a proposal under the Bankruptcy and Insolvency Act (Canada), or shall become insolvent or be declared or adjudged bankrupt, or a receiving order be made against the Issuer or if a liquidator, trustee in bankruptcy, receiver, receiver and manager or any other officer with similar powers shall be appointed to the Issuer, or if the Issuer shall propose a compromise, arrangement or reorganization under the Companies' Creditors Arrangement Act (Canada) or any other legislation of any jurisdiction providing for the reorganization or winding-up of issuers or business entities or providing for an arrangement, composition, extension or adjustment with its creditors or shall voluntarily suspend transaction of its usual business, or shall take corporate or other action in furtherance of any of the foregoing purposes;

(j)

any proceeding for the appointment of a receiver or trustee for the Issuer or for any substantial part of the property of the Issuer which is material to the conduct of the Business, and any such receivership or trusteeship remains undischarged for a period of sixty (60) days, or if the Issuer becomes bankrupt or unable to pay its obligations as they become due or is declared to be bankrupt or unable to pay its obligations as they become due;

(k)

the occurrence of any Default or Event of Default (as those terms are defined in the Amended and Restated Master Trust Indenture between the Trustee and ALP made as of April 28, 2003 as further amended, supplemented or restated from time to time) and the determination of the trustee or the bondholders thereunder to make demand or exercise any rights thereunder or under any supplemental indenture issued by ALP; and

(l)

default by any Subsidiary, whether as primary obligor or guarantor or surety, on any payment of principal, premium, if any, or interest in an amount in excess of ten million dollars on any of its Indebtedness (other than any Indebtedness of ALP) beyond any applicable grace period, or if any Subsidiary should default, fail to perform or observe any other agreement, term or condition contained in an agreement under which Indebtedness is created, and the effect of that default, failure or other event is to cause Indebtedness in excess of ten million dollars (other than any Indebtedness of ALP) to become due or to be required to be repurchased prior to any stated maturity.

At any time as there are Outstanding Senior Bonds, no Event of Default will result from the occurrence of any event described in Subsections 10.l(a), (b), (c), (d), (e), (f), (g) or (k) under a Subordinated Bond and Section 10.2 shall not apply to an Event of Default under a Subordinated Bond.

10.2 Acceleration

Subject to the provisions of Sections 2.9 and 10.3, if an Event of Default due to the default in payment of principal of or premium, if any, or interest on any Series of Senior Bonds issued under this Indenture, or due to the default in the performance, or breach, of any other covenant, representation or warranty of the Issuer applicable to the Series of any Senior Bond but not applicable to all Outstanding Senior Bonds issued under this Indenture, or due to a default which is an Event of Default under a Series of Senior Bonds Outstanding but not under all Outstanding Senior Bonds issued under this Indenture, shall have

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occurred and be continuing, the Trustee or the holders of not less than twenty-five percent (25%) in principal amount of the Senior Bonds of that Series then Outstanding may then declare the principal of, and interest and premium, if any, on all Series of Senior Bonds to be due and payable immediately; and if an Event of Default due to a default in the performance of any other covenant or warranty in this Indenture applicable to all Senior Bonds issued hereunder and then outstanding, or due to an event described in Subsection 10.l(f), (g), (h), (i) or (j), shall have occurred and be continuing, either the Trustee or the holders of not less than twenty-five percent (25%) in principal amount of all Senior Bonds issued under this Indenture and then Outstanding (treated as one class), may declare the principal amount of all the Senior Bonds then Outstanding to be due and payable immediately.

Notwithstanding anything contained in this Indenture or the Senior Bonds to the contrary, if such a declaration is made, the Issuer shall pay to the Trustee forthwith for the benefit of the Senior Bondholders the amount of principal of and premium, if any, and accrued and unpaid interest (including interest on amounts in default) on all Senior Bonds and all other amounts payable in regard thereto under this Indenture, together with interest thereon at the rate borne by such Senior Bonds from the date of such declaration until payment is received by the Trustee. Such payments, when made, shall be deemed to have been made in discharge of the Issuer's obligations under this Indenture and any amounts so received by the Trustee shall be applied in the manner specified in Section 10.12.

10.3 Waiver of Default

If an Event of Default has occurred, unless otherwise provided in a Supplemental Indenture the holders of Senior Bonds by Extraordinary Resolution may instruct the Trustee to waive the Event of Default and the Trustee shall thereupon waive the Event of Default or annul such declaration or both upon such terms and conditions as such Senior Bondholders prescribe; provided that no act or omission by the Trustee or of the Senior Bondholders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

10.4 Enforcement by the Trustee

Subject to the provisions of Section 10.3 and to the provisions of any Extraordinary Resolution of the holders of Senior Bonds, if the Issuer fails to pay to the Trustee, forthwith after the same shall have been declared to be due and payable under Section 10.2, the principal of and premium and interest on all Bonds then outstanding together with any other amounts due hereunder, the Trustee shall, upon receipt of a Bondholders' Request of the holders of Senior Bonds and upon being sufficiently indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of such principal of and premium and interest on all the Bonds then Outstanding together with any other amounts due hereunder by such proceedings authorized by this Indenture or by law or equity as the Trustee in such request has been directed to take, or if such request contains no such direction, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Trustee shall deem expedient.

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The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Bonds, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Bonds allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Issuer or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective holders of Bonds by taking and holding Bonds shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective holders of the Bonds with authority to make and file in the respective names of the holders of the Bonds or on behalf of the holders of the Bonds as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Bonds themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other documents and to do and perform any and all such acts and things, for and on behalf of such holders of the Bonds, as may be necessary or advisable, in the opinion of the Trustee acting on the advice of its legal counsel, in order to have the respective claims of the Trustee and of the holders of Bonds against the Issuer or its property allowed in any such proceeding, and to receive payment of or on account of such claims, provided that nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution of the holders of Senior Bonds, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Bondholder.

The Trustee shall also have power at any time and from time to time, to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Bondholders.

All rights of action hereunder may be enforced by the Trustee without the possession of any of the Bonds or the production thereof on the trial or other proceedings relative thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the name of the Trustee as trustee of an express trust, and any recovery of judgment shall be first, for the rateable benefit of the holders of the Senior Bonds until paid in full, and second, for the rateable benefit of the holders of Subordinated Bonds until paid in full, subject to the provisions of this Indenture. In any proceeding brought by the Trustee (and also in any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Bonds, and it shall not be necessary to make any holders of the Bonds parties to any such proceeding.

10.5 Enforcement by Bondholders

No Bondholder shall have any right to institute any action or proceeding or to exercise any other remedy authorized by this Indenture or by law or by equity for the purpose of enforcing payment of principal or interest or for the execution of any trust or power hereunder, unless, in the case of holders of Subordinated Bonds, the provisions of Section 2.9 have been satisfied, and in all cases the requisition, funding and indemnity referred to in Section 10.4, have been tendered to the Trustee and the Trustee shall have failed to act within a reasonable time thereafter; in such case but not otherwise, any Bondholder acting on its own behalf and on behalf of all other Bondholders shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken under Section 10.4; it being understood and

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intended that no one or more Bondholders shall have any right in any manner whatsoever to affect, or to enforce any right hereunder or under any Bond except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all holders of Senior Bonds or Subordinated Bonds, as applicable.

10.6 Trustee's Discretion and Calculation of Amounts Payable

(a)

Whenever monies are to be applied by the Trustee pursuant to the provisions of this Article 10, monies shall be applied by the Trustee at such times, and from time to time, as the Trustee shall determine pursuant to the terms of this Master Indenture, having due regard to the amount of such monies available for application and the likelihood of additional monies becoming available for such application in the future. The deposit of such monies with the Paying Agents, or otherwise setting aside such monies in trust for any proper purpose, shall constitute proper application by the Trustee and the Trustee shall incur no liability whatsoever to the Issuer, to any Bondholder or to any other Person for any delay in applying any such monies, so long as the Trustee acts with reasonable diligence, having due regard for the circumstances and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise its rights hereunder in applying such monies, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate for the fixing of any such date.

(b)

For purposes of the provisions of Section 2.1 and this Article 10, the amount due on any Pledged Bond shall be equal to the lesser of the face amount of such Pledged Bond and the aggregate amount secured by the Pledged Bond (including accrued and unpaid interest thereon) at such time expressed in Canadian dollars. For purposes of determining such aggregate amount owing, the Trustee may rely on a Bondholder's Certificate delivered pursuant to Section 9.16 setting forth in detail the aggregate amount owing by the Issuer from time to time for which the Pledged Bond was pledged to such Bondholder.

(c)

Payment of any Bond pursuant to this Article 10 shall be made to the Bondholder upon presentation of such Bond and any such Bond thereby paid in full shall be surrendered or otherwise a memorandum of such payment shall be endorsed thereon, but the Trustee may in its discretion dispense with presentation and surrender or endorsement upon such indemnity being given as the Trustee shall deem sufficient.


(d)	For any amounts expressed in other than Canadian dollars, the Canadian dollar amount thereof shall be the Fluctuating Cdn. $Equivalent at that time.

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10.7 Termination of Proceedings

In case any proceedings taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, then in every such case the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Trustee shall continue as though no such proceeding had been taken.

10.8 Possession of Bonds by Trustee Not Required

All rights of action under this Indenture or under any of the Bonds enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the coupons appertaining thereto or the production thereof at the trial or other proceeding relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the holders of such Bonds and coupons, subject to the provisions of this Indenture.

10.9 Remedies Not Exclusive

No single remedy herein conferred upon or reserved to the Trustee or to the Bondholders by this Indenture is intended to be exclusive of any other remedy or remedies herein conferred, and each and every such remedy shall be cumulative.

10.10 No Waiver of Default

No delay or omission by the Trustee or by any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein and every power and remedy given by this Indenture to the Trustee and the holders of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient.

10.11 Notice to Bondholders and Issuer

The Trustee shall give to the Bondholders notice of each Event of Default under this Indenture known to the Trustee within ten (10) Business Days after actual knowledge of the occurrence thereof, unless such Event of Default shall have been remedied or cured or necessary monies provided therefor before the giving of such notice. The Trustee shall give to the Issuer notice of any Default or Event of Default not otherwise known to the Issuer forthwith upon actual knowledge of the occurrence of such event.

10.12 Application of Money

Except as herein otherwise expressly provided and notwithstanding Section 4.1, any money received by the Trustee or a Bondholder pursuant to the provisions of this Article 10 or as a result of legal or other proceedings against the Issuer pursuant hereto, or from any trustee in bankruptcy, receiver or liquidator of the Issuer, shall be applied, together with other money available to the Trustee for such purpose, as follows:

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(a)	first, in payment or in reimbursement to the Trustee of its fee, costs, charges, expenses, indebtedness by reason of indemnity, advances or other amounts furnished or provided by or at the request of the Trustee in or about the administration and execution of its trusts under, or otherwise in relation to, this Indenture;

(b)

second, subject to the provisions of Sections 2.9 and 6.13 and this Section 10.12, in payment of the principal of and premium and accrued and unpaid interest and interest on amounts in default on the Senior Bonds which shall then be outstanding in the priority of principal first, then premium, then accrued and unpaid interest and then interest on amounts in default, unless in each case as otherwise directed by an Extraordinary Resolution of the holders of the Senior Bonds, and in that case in such order or priority as between principal, premium and interest as may be directed by such resolution until all outstanding Senior Bonds are fully paid;

(c)

third, provided that all of the Outstanding Senior Bonds are fully paid as set out in Subsection 10.12(b), and subject to the provisions of Sections 2.9 and 6.13 and this Section 10.12, in payment of the principal of and premium and accrued and unpaid interest and interest on amounts in default on the Subordinated Bonds which shall then be outstanding in the priority of principal first, then premium, then accrued and unpaid interest and then interest on amounts in default, unless in each case otherwise directed by an Extraordinary Resolution of the holders of the Subordinated Bonds, and in that case in such order or priority as between principal, premium and interest as may be directed by such resolution; and


(d)	lastly, in payment of the surplus, if any, of such money to the Issuer or its assigns unless otherwise required by law.

10.13 Distribution of Proceeds

Payments to Bondholders pursuant to Subsections 10.12(b) and (c) shall be made as follows:


(a)	at least fifteen (15) days' notice of every such payment shall be given in the manner specified in Section 7 .2, specifying the time and the place or places at which the Bonds are to be presented and the amount of the payment and the application thereof as between principal, premium and interest;

(b)

payment in respect of any Bond shall be made upon presentation thereof at any one of the places specified in such notice and any such Bond thereby paid in full shall be surrendered, otherwise a memorandum of such payment shall be endorsed thereon, but the Trustee may in its discretion dispense with presentation and surrender or endorsement in any case upon such indemnity being given as the Trustee shall consider sufficient;


(c)	from and after the date of payment specified in such notice, interest shall accrue only on the amount owing on each Bond after giving credit for the amount of the payment specified

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in such notice unless the Bond in respect of which such amount is owing is duly presented on or after the date so specified and payment of such amount is not made; and


(d)	the Trustee shall not be required to make any payment to Bondholders unless the amount available to it for such purpose, after reserving therefrom such amount as the Trustee may determine necessary to provide for the payments referred to in Subsection 10.12(a), exceeds two percent (2%) of the aggregate principal amount of the Bonds then outstanding.

10.14 Judgment Against the Issuer

In case of any judicial or other proceedings to enforce the rights of the Bondholders, judgment may be rendered against the Issuer in favour of the Bondholders or in favour of the Trustee, as trustee for the Bondholders, for any amount which may remain due in respect of the Bonds, the interest thereon and the Indenture.

10.15 Rights of Subordinated Bonds

If at any time there are no Outstanding Senior Bonds, then references in this Article 10 to "Senior Bonds" and "holders of Senior Bonds" shall be deemed to be references to "Subordinated Bonds" and "holders of Subordinated Bonds".

ARTICLE 11

CONCERNING THE FISCAL AGENTS

11.1 Trustee

The Trustee hereunder to be appointed shall at all times be a trust company authorized to carry on business in the provinces and territories of Canada, and authorized by law to perform all the duties imposed upon it by this Indenture.

11.2 Appointment and Acceptance of Duties of Paying Agents

(a)

The Issuer shall appoint one or more Paying Agents for the Bonds of a Series in the Supplemental Indenture authorizing such Bonds or shall appoint such Paying Agent or Paying Agents by indenture or resolution of the Issuer adopted or entered into prior to the authentication and delivery of such Bonds, and may at any time or from time to time appoint one or more other Paying Agents in the manner and subject to the conditions set forth in Section 11.14 for the appointment of a successor Paying Agent. The Trustee may be appointed and may act as a Paying Agent.


(b)	Each Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Indenture by written instrument of acceptance executed and delivered to the Issuer and the Trustee.

11.3 Funds Held in Trust and Security Therefor

All monies held by any Fiscal Agent, as such, at any time pursuant to the terms of this Indenture shall be and hereby are assigned, transferred and set over unto such Fiscal Agent in trust for the purposes and

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upon the terms and conditions of this Indenture. Each Fiscal Agent shall acknowledge such trust for the benefit of the Trustee. Subject to the provisions of Section 4.4 as to investment of monies held hereunder, all monies held by any Fiscal Agent, as such, may be deposited by such Fiscal Agent in its banking department or with such other banks or trust companies as may be designated by the Issuer in accordance with the requirements hereof, including an Affiliate of or related party to the Trustee or another Fiscal Agent.

11.4 Responsibility of Fiscal Agents

(a)

No Fiscal Agent shall be required to make any representations as to the validity or sufficiency of this Master Indenture or any Supplemental Indenture or of any Bonds or coupons issued thereunder and no Fiscal Agent shall incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate on the Bonds. No Fiscal Agent shall be under any responsibility or duty with respect to the application of any monies paid to the Issuer or to any other Fiscal Agent. No Fiscal Agent shall be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof until it has received sufficient funding therefor and been properly indemnified in respect thereof, nor to risk, expend or advance any of its own monies or otherwise incur financial liability. No Fiscal Agent shall be liable in connection with the performance of its duties hereunder except for its own negligence or default. Neither the Trustee nor any Paying Agent shall be under any responsibility or duty with respect to the application of any monies paid to any one of the others. The recitals of fact herein and in the Bonds shall be taken as the statements of the Issuer and the Trustee shall have no responsibility for the correctness of the same.

(b)

If the Issuer fails to perform any of its covenants contained in this Indenture, the Trustee may, in its discretion, on prior written notice to the holders of the Bonds and the Issuer, perform any of such covenants capable of being performed by it, but will be under no obligation to do so. All sums expended or advanced by the Trustee for such purpose will be repayable as provided in Section 11.6. No such performance or advance by the Trustee shall relieve the Issuer of any default hereunder.

11.5 Evidence on which Fiscal Agents May Act

Each Fiscal Agent shall be protected and shall incur no liability whatsoever in acting and relying upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Each Fiscal Agent may, at the Issuer's expense in accordance with Section 11.6, consult with counsel, who may, to the extent permitted by the terms of this Indenture and any applicable Supplemental Indenture, be counsel to the Issuer, accountants, appraisers, engineers or other experts or advisors as it reasonably requires for determining and discharging its duties and administering the trusts hereunder and the opinion, advice of or information obtained from such counsel, accountants, appraisers or other experts or advisors shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever any Fiscal Agent shall deem it necessary

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or desirable that a matter be proved or established prior to taking or suffering any action under this Master Indenture or under any Supplemental Indenture, including payment of monies out of any Fund or Account, such matter (unless other evidence in respect thereof be herein or therein specifically prescribed) may be deemed to be conclusively proved and established by an Officer's Certificate and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions of this Master Indenture or under any Supplemental Indenture, but in its discretion the Fiscal Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Except as otherwise expressly provided in this Master Indenture or in any Supplemental Indenture, any request, order, notice, consent, opinion, direction or other instrument required or permitted to be furnished pursuant to any provision hereof or thereof by the Issuer to any Fiscal Agent shall be sufficiently executed if executed in the name of the Issuer by an Authorized Officer.

11.6 Compensation and Expenses

The Issuer shall pay to each Fiscal Agent from time to time reasonable compensation for all services rendered under this Master Indenture or any Supplemental Indenture and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their legal counsel, and other experts or advisors not regularly in its employ, agents and employees incurred in the interpretation of, or the performance of their powers and duties under this Master Indenture or any Supplemental Indenture and the Fiscal Agents is hereby granted and shall have a Security Interest therefor on any and all monies at any time held by or under this Master Indenture or any Supplemental Indenture on a pari passu basis in priority to the Bonds. The Issuer further agrees to indemnify and save each Fiscal Agent, directors, officers and employees harmless against any liabilities which it may incur in the exercise and performance of its powers and duties under this Indenture which are not due to its negligence or default.

11.7 Permitted Acts and Functions

Any Fiscal Agent may become the owner of any Bonds and coupons, with the same rights it would have if it were not such Fiscal Agent. To the extent permitted by law, any Fiscal Agent may act as depository for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of bondholders or to effect or aid in any reorganization, arrangement or readjustment of debt arising from the enforcement of the Bonds or this Master Indenture or any Supplemental Indenture, whether or not any such committee shall represent the holders of more than fifty percent (50%) in principal amount of the Bonds then Outstanding.

11.8 Resignation of Trustee

The Trustee may at any time resign and be discharged of the duties and obligations created by this Indenture by giving not less than sixty (60) days' written notice to the Issuer and publishing notice thereof, specifying the date when such resignation shall take effect. Such resignation shall take effect only upon the appointment of a successor Trustee as provided in Section 11.10.

11.9 Removal of Trustee

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cause (which shall include the inability to reach agreement on the Trustee's fees) as shall be determined in the sole discretion of the Issuer by filing with the Trustee an instrument to such effect signed by an Authorized Officer and delivered to the Trustee not less than sixty (60) days prior to the effective date of the removal. Notwithstanding the foregoing, the Trustee shall nonetheless be entitled to receive all fees and other amounts due to the Trustee which have accrued prior to such removal.

11.10 Appointment of Successor Trustee

(a)

In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the Issuer covenants and agrees that it shall thereupon appoint a successor Trustee. The Issuer shall publish notice of any such appointment made by it in the Authorized Newspapers, such publication to be made within twenty (20) days after such appointment.

(b)

If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Trustee shall have given to the Issuer written notice, as provided in Section 11.8 or after a vacancy in the office of the Trustee shall have occurred by reason of its removal or inability to act or its bankruptcy or insolvency, the Trustee, at the Issuer's expense, or the holder of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.


(c)	Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company meeting the requirements of Section 11.1.

11.11 Transfer of Rights and Property to Successor Trustee

Any successor Trustee appointed under this Indenture shall execute, acknowledge and deliver to its predecessor Trustee, and also the Issuer, a written instrument of acceptance respecting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all monies, estates, properties, rights, powers, duties and obligations of such predecessor Trustee, with like effect as if originally named as Trustee, but the Trustee ceasing to act shall nevertheless, at the request of the Issuer, or of the successor Trustee, and upon payment for any outstanding fees and expenses, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required to more fully and certainly vest and confirm in such successor Trustee all the right, title and interest of the predecessor Trustee in and to any property held by it under this Indenture, and shall pay over, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Should any deed, conveyance or instrument in writing from the Issuer be required by such successor Trustee to more fully and certainly vest in and confirm to such successor Trustee any such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged and delivered by the Issuer. Any such successor Trustee shall promptly notify the Paying Agents of its appointment as Trustee.

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11.12 Merger or Consolidation

Any company into which any Fiscal Agent may be merged or converted or with which it may be amalgamated or consolidated or any company resulting from any merger, conversion, amalgamation or consolidation to which it shall be a party or any company to which any Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be a bank or trust company which is qualified to be a successor to such Fiscal Agent under Section 11.10 or 11.14, as the case may be, and shall be authorized by law to perform all the duties imposed upon it by this Indenture, shall be the successor to such Fiscal Agent without the execution or filing of any paper or the performance of any further act, anything herein to the contrary notwithstanding.

11.13 Adoption of Authentication

In case any of the Bonds contemplated to be issued under this Master Indenture and any Supplemental Indenture shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of any predecessor Trustee so authenticating such Bonds and deliver such Bonds so authenticated, and in case any of such Bonds shall not have been authenticated, any successor Trustee may authenticate such Bonds in the name of the predecessor Trustee, or in the name of the successor Trustee, and in all such cases such certificate shall have the full force in which it is anywhere in such Bonds or in this Master Indenture or any Supplemental Indenture provided that the certificates of the Trustee shall have.

11.14 Resignation or Removal of Paying Agents and Appointment of Successors

(a)

Any Paying Agent may at any time resign and be discharged of the duties and obligations created by this Master Indenture or any Supplemental Indenture by giving at least sixty (60) days' written notice to the Issuer and Trustee. Any Paying Agent may be removed at any time, except during the continuance of a Default or an Event of Default, by an instrument to such effect filed with such Paying Agent and the Trustee and signed by an Authorized Officer of the Issuer. Any successor Paying Agent shall be appointed by the Issuer and shall be a bank or trust company having, on a consolidated basis with its parent company, a combined capital, surplus and retained earnings in excess of Fifty Million Dollars ($50,000,000), or otherwise acceptable to the Bondholders by a Majority Resolution and willing and able to accept the office of Paying Agent on reasonable and customary terms and authorized by law to perform all of the duties imposed upon it by this Indenture.


(b)	In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver any monies held by it as Paying Agent to its successor, or if there be no successor then appointed, to the Trustee. In the event that for any reason there shall be no Paying Agent at any time, the Trustee shall act as Paying Agent.

11.15 Evidence of Signatures of Bondholders and Ownership of Bonds


(a)	Any request, consent or other instrument which this Master Indenture or any Supplemental Indenture may require or permit to be signed and executed by the Bondholders may be in

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one or more instruments of similar tenor, and shall be signed or executed by such Bondholders in person or by their attorneys appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument duly appointing any such attorney, or (ii) the holding by any Person of the Bonds or coupons appertaining thereto, shall be sufficient for any purpose of this Indenture (except as otherwise herein or therein expressly provided) if made in the following manner, but the Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:

(i)

the fact and date of the execution by any Bondholder or his or her attorney of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company satisfactory to the Trustee or of any notary public or other Person authorized to take acknowledgments of deeds to be recorded in the jurisdiction in which he or she purports to act, that the Person signing such request or other instrument acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. The authority of the Person or persons executing any such instrument on behalf of a Bondholder may be established without further proof if such instrument is signed by a Person purporting to be the president or vice president of such Issuer attested by a Person purporting to be its secretary or an assistant secretary, and

(ii)

the amount of coupon Bonds not registered as to principal held by any Person executing such request or other instrument as a Bondholder, and the numbers and other identification thereof, and the date of his or her holding such Bonds, may be provided by a certificate, which need not be acknowledged or verified, satisfactory to the Trustee, executed by an officer of a trust company, bank, financial institution or other depositary or member of the Investment Dealers Association of Canada wherever situation, showing that at the date therein mentioned, such Person exhibited to such officer or had on deposit with such trust company, bank institution, depositary or member the Bonds described in such certificate. Continued ownership after the date stated in such certificate may be proved by the presentation of such certificate if the certificate contains a statement by such officer that such trust company, bank, institution, depositary or member held the Bonds, therein referred to on the date of the certificate and that they shall not be surrendered without the surrender of the certificate to such trust company, bank, institution, depositary or member except with the consent of such trust company, bank, institution, depositary or member and that such consent has not been given.


(b)	The ownership of registered Bonds and the amount, numbers and other identification, and date of holding the same shall be proved by the registers referred to herein. Any request, consent or vote of the owner of any Bond shall bind all future owners of such Bond in respect of anything done or suffered to be done by the Issuer or any Fiscal Agent in accordance therewith.

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11.16 Preservation and Inspection of Documents

All documents received by any Fiscal Agent under the provisions of this Master Indenture or any Supplemental Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the Issuer, any other Fiscal Agent and any Bondholder and their agents and their representatives, any of whom may make copies thereof.

11.17 Indemnification of Fiscal Agents

In addition to and without limiting any other protection of the Fiscal Agents hereunder or otherwise by law, the Issuer shall indemnify and save harmless the Fiscal Agents (including, without limitation, the Trustee or other Fiscal Agents appointed hereunder) and their directors, officers and employees from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, levies, costs, expenses and disbursements, including any and all reasonable legal and advisory fees and disbursements of whatever kind or nature, which may at any time be suffered by, imposed on, incurred by or asserted against the Fiscal Agents, whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Fiscal Agents, in connection with its acting as Trustee or Fiscal Agent hereunder, provided the Fiscal Agent seeking indemnity has acted in good faith, without negligence and in substantial compliance with its obligations hereunder. Notwithstanding any other provision hereof, this indemnity shall survive the removal or resignation of any Fiscal Agent, the discharge of this Indenture and the termination of any trust created hereby.

11.18 Additional Provisions


(a)	The Trustee will not be required to give any bond or security in respect of the execution of the trusts and powers on this Indenture or otherwise in respect of the premises.


(b)	The Trustee and any Person related to the Trustee will not be appointed a receiver, a receiver and manager, or a liquidator of all or any part of the assets or undertaking of the Issuer.


(c)	Nothing herein contained will impose on the Trustee any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Master Indenture or any Supplemental Indenture or to verify the accuracy or completeness of any Officer's Certificate delivered under this Indenture.


(d)	The Trustee shall not be bound to give notice to any Person of the execution hereof.


(e)	The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequences of any breach by the Issuer of any obligation herein contained or of any act of any director, officer, employee or agent of the Issuer or any Partner.


(f)	The Trustee, in its personal or any other capacity, may buy, lend upon and deal in the securities issued by the Issuer or any Partner and generally may contract and enter into financial transactions with the Issuer, any Partner or any Affiliate thereof without being liable to account for any profit made thereby.

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(g)

The Trustee represents to the Issuer that at the time of execution and delivery of this Master Indenture to the best of its knowledge, no material conflict of interest exists in the Trustee's role as a fiduciary under this Master Indenture and agrees that in the event of a material conflict of interest arising hereafter it will, within ninety (90) days after ascertaining that it has such a material conflict of interest, either eliminate the same or resign its trusts hereunder to a successor Trustee approved by the Issuer. If any such material conflict of interests exists or hereafter shall exist, the validity and enforceability of this Indenture shall not be affected in any manner whatsoever by reason thereof.

(h)

The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the holders of Bonds shall be conditional upon the Bondholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee, its directors, officers and employees against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless funded and indemnified as aforesaid.

(i)

The Issuer shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by the Issuer which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section.

11.19 Trustee not Liable

The Trustee shall not be liable or in any way responsible for the consequence of any breach by the Issuer of any of its covenants herein; provided the Trustee has acted in good faith, without negligence and in accordance with its obligations under this Indenture and with respect to the Bonds. Furthermore, the Trustee shall not be liable or in any way responsible in the performance of its duties to the extent the Trustee has relied, in good faith, on the advice of legal counsel and other professional advisors.

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ARTICLE 12

DEFEASANCE

12.1 Defeasance

(a)

If payment of all principal of, premium, if any, and interest on all Outstanding Bonds in accordance with their terms and this Indenture is made, or is provided for in accordance with Section 12.2, and if all other sums payable by the Issuer hereunder or thereunder (including any and all reasonable fees and expenses of all Fiscal Agents including the Trustee) shall be paid or provided for, then, subject to the further provisions of this Subsection 12.l(a), the Issuer shall be promptly and fully discharged and released from any and all of its obligations in respect of this Indenture and all Outstanding Bonds in each case on the date the conditions set forth in Section 12.2 are satisfied (hereinafter, "defeasance" ).For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Bonds, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 12.3 and the other Sections of this Master Indenture referred to in Paragraphs (i), (ii) and (iii) below, and to have satisfied all its other obligations under such Bonds and this Indenture insofar as such Bonds are concerned and the Trustee at the expense of the Issuer shall execute and deliver to the Issuer all such instruments as may be necessary to evidence such discharge and satisfaction except for the following obligations which shall survive until otherwise terminated or discharged hereunder:


(i)	the rights of holders of Outstanding Bonds to receive, solely from the trust fund described in Section 12.2 and, as more fully set forth in Section 12.2, payments in respect of the principal of, premium, if any, and interest on such Bonds when such payments are due;


(ii)	the Issuer's rights of redemption, to the extent such Bonds are redeemable in accordance with their terms, and obligations with respect to such Bonds under Sections 3.7, 3.8, 3.9, 3.10 and 6.5;


(iii)	the rights, powers, trusts, duties and immunities of each Fiscal Agent hereunder and under the Supplemental Indentures and the obligations of the Issuer under Section 11.6;


(iv)	the indemnity under Section 11.17; and


(v)	this Article 12.

(b)

If payment of all principal of, premium, if any, and interest on all Outstanding Bonds of a particular Series or a Class within a Series in accordance with their terms, this Indenture and the Supplemental Indenture authorizing such Series or Class is made, or is provided for in accordance with Section 12.2, and if all other sums payable by the Issuer hereunder or thereunder with respect to such Series or Class shall be paid or provided for, then, subject to the further provisions of this Subsection 12.l(b), the Issuer shall be promptly

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and fully discharged and released from any and all of its obligations in respect of the Supplemental Indenture authorizing such Series or Class, and all Outstanding Bonds of such Series or Class, in each case on the date the conditions set forth in Section 12.2 are satisfied (hereinafter, "series defeasance" ). For this purpose, such series defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Bonds of such Series or Class, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 12.3 and the other Sections of this Indenture referred to in Paragraphs (i), (ii) and (iii) below, and to have satisfied all its other obligations under such Bonds and the Supplemental Indenture authorizing such Series or Class insofar as such Bonds are concerned (the Trustee at the expense of the Issuer shall execute and deliver to the Issuer all such instruments as may be necessary to evidence such discharge and satisfaction) except for the following obligations which shall survive until otherwise terminated or discharged hereunder:


(i)	the rights of holders of such Bonds to receive, solely from the trust fund described in Section 12.2 and as more fully set forth in Section 12.2, payments in respect of the principal of, premium, if any, and interest on such Bonds when such payments are due;


(ii)	the Issuer's rights of redemption, to the extent such Series or Class of Bonds is redeemable in accordance with its terms, and obligations with respect to such Bonds under Sections 3.7, 3.8, 3.9, 3.10 and 6.5;


(iii)	the rights, powers, trusts, duties and immunities of the Trustee hereunder and of each Fiscal Agent under the Supplemental Indenture authorizing such Series or Class with respect to such Series or Class and the Issuer's obligations under Section 11.6 with respect to each such Fiscal Agent;


(iv)	the indemnity under Section 11.17; or


(v)	this Article 12.

12.2 Providing for Payment of Bonds

Payment of all Outstanding Bonds or all Outstanding Bonds of a particular Series or of a particular Class within a Series may be provided for by complying with the following conditions:

(a)

the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, or another trustee satisfying the requirements of Section 11.1 who shall agree to comply with the provisions of this Article 12 applicable to it, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Bonds, money in the currency of such Bonds or non-callable Central Government Obligations which are in the currency of such Bonds and which through the scheduled payment of principal and interest (without reinvestment thereof) in respect of such Central Government Obligations in accordance with their terms

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shall provide, either alone or in combination with such money and not later than the due date of any payment of principal of, premium, if any, or interest on such Bonds, money in the currency of such payment and in an amount sufficient, in the opinion of the Issuer expressed in an Officer's Certificate delivered to the Trustee, to pay and discharge when due, whether at maturity or upon fixed redemption dates, the principal of, premium, if any, and interest on such Bonds, and the Issuer shall have irrevocably instructed the Trustee or other Paying Agent or Fiscal Agent (or such other trustee), in writing, to apply such money and/or proceeds of such Central Government Obligations to such payments with respect to such Bonds. Before making such deposit, the Issuer may give to the Trustee a notice of its election to redeem all of such Bonds, to the extent redeemable in accordance with their terms, which notice shall be irrevocable. Such irrevocable notice of redemption, if given, shall be given effect in applying the foregoing. If any such Bonds are not subject to redemption within forty-five (45) days after the making of such a deposit, at the time of making such a deposit, the Issuer shall give to the Trustee, in form satisfactory to it, irrevocable instructions to notify the holders of such Bonds that payment of such Bonds has been provided for pursuant to this Article 12;

(b)

the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Bonds shall not recognize a gain or loss for Canadian or U.S. federal income tax purposes as a result of such deposit, defeasance, or Series or Class defeasance, as the case may be, or discharge and shall be subject to Canadian and U.S. federal income tax on the same amount, in the same manner and at the same time as would have been the case if such deposit, defeasance, or Series or Class defeasance, as the case may be, and discharge had not occurred;


(c)	no Default or Event of Default with respect to any Bonds shall have occurred and be continuing on the date such deposit is made;


(d)	the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance, or Series or Class defeasance, as the case may be, under Section 12.1 have been satisfied; and


(e)	the Issuer shall have delivered to the Trustee an Officer's Certificate stating that, after the deposit is made, the Issuer is not insolvent and that there is no intent to confer a benefit on the beneficiaries of the trust.

12.3 Deposit to Be Held in Trust

All money and Central Government Obligations (including the proceeds thereof) deposited with the Trustee (or other trustee referred to in Section 12.2) pursuant to Section 12.2 in respect of all Outstanding Bonds or all Outstanding Bonds of a particular Series or Class shall be held in trust and applied by the Trustee or such other permitted trustee, as the case may be, in accordance with the provisions of such Bonds, this Master Indenture and the applicable Supplemental Indentures, to the payment, either directly or through any Fiscal Agent as the Trustee or such other permitted trustee, as the case may be, may determine, to the holders of such Bonds, when due, of all sums due and to become due in respect of the principal of, premium, if any, and interest on such Bonds.

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12.4 Reinstatement

If the Trustee or any Fiscal Agent is unable to apply any money, any Central Government Obligations or the proceeds thereof in accordance with Section 12.3 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer's obligations under this Master Indenture, the applicable Supplemental Indentures and all Outstanding Bonds or all Outstanding Bonds of the applicable Series or Class, as the case may be, shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.2, until such time as the Trustee or such other permitted trustee, as the case may be, or such Fiscal Agent is permitted to apply all such money, Central Government Obligations and proceeds in accordance with Section 12.3; provided, however, that if the Issuer makes any payment of principal of, premium, if any, or interest on any such Bond following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the holders of such Bond to receive such payment from the money, Central Government Obligations and proceeds thereof held by the Trustee or such other permitted trustee, as the case may be.

12.5 Indemnity

The Issuer shall pay and indemnify the Trustee or other trustee referred to in Section 12.2, against all Taxes, fees or other charges imposed on or assessed against the Central Government Obligations deposited pursuant to Section 12.2 or the principal and interest received in respect thereof.

ARTICLE 13

MISCELLANEOUS

13.1 Funds Held for Particular Bonds and Coupons

(a)

The amounts held by any Fiscal Agent for the payment of the interest, principal or redemption price or accrued interest or any other amount due on any date with respect to particular Bonds or coupons shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the holders of the Bonds and coupons entitled thereto and for the purposes of this Master Indenture and the applicable Supplemental Indentures, such interest, principal, redemption price or other amount, after the due date thereof, shall no longer be considered to be unpaid.


(b)	If all Outstanding Bonds shall have been defeased in accordance with Article 12, at the request of the Issuer all monies held by any Paying Agent shall be paid over to the Issuer as its absolute property.

(c)

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days between publications, in the Authorized Newspapers notice that said monies remain unclaimed and that, after a date named in said notice, which date shall be not less than ten (10) nor more than twenty (20) days after the date of the first publication of such notice, the balance of such monies then unclaimed shall be returned to the Issuer.

13.2 No Recourse under Indenture or on Bonds

(a)

All covenants, stipulations, promises, agreements and obligations of the Issuer contained in this Indenture shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Issuer and not of any director, officer or employee of the Issuer or of the General Partner in its or his or her individual capacity, and no recourse shall be had for the payment of the principal or redemption price of or interest on or any other amount owing in respect of the Bonds or for any claim based thereon or on this Indenture against any director, officer or employee of the Issuer or of the General Partner or any natural Person executing the Bonds.


(b)	The Issuer 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 rate share of any undistributed income.

13.3 Judgment Currency

(a)

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder to a holder or holders of any Bonds or to the Trustee from the currency in respect of which any such Indebtedness are owed (the "Original Currency" ) into the currency in which a court of competent jurisdiction may render judgment in connection with any litigation relating to the payment of the Indebtedness under this Indenture (the "Judgment Currency" ), the Issuer agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase the Original Currency with the Judgment Currency on the Business Day preceding that on which final judgment is paid or satisfied.

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(b)

The obligations of the Issuer in respect of any sum due in the Original Currency from it to a holder or holders of any Bonds or to the Trustee shall, notwithstanding any judgment in any Judgment Currency, be discharged only to the extent that on the Business Day following receipt by a holder or holders of any Bonds or by the Trustee of any sum adjudged to be so due in such Judgment Currency, such holder or holders or the Trustee may in accordance with normal banking procedures purchase the sum due in the Original Currency with the amount awarded in the judgment in the Judgment Currency. If the amount so purchased in the Original Currency is less than the sum originally due to a holder or holders of any Bonds or to the Trustee in the Original Currency, the Issuer agrees, as a separate obligation and notwithstanding any such judgment, to indemnify each of such holders or the Trustee against such loss and if the amount so purchased in the Original Currency exceeds the sum originally due to a holder or holders of any Bonds or to the Trustee in the Original Currency, each of such holders or the Trustee agree to remit such excess to the Issuer.

13.4 Withholding Tax

If the Issuer is required to make any payment to any Governmental Authority in connection with or due to the application of any withholding tax or similar tax or rate to any payment made or due to be made pursuant to this Indenture then the Issuer shall not be responsible to increase or "gross up" any payment to any Bondholder or to the Trustee on behalf of any Bondholder and shall be entitled to reduce the amount of each such payment by the amount of any payment required to be made to such Governmental Authority and the payment made to any Bondholder or Trustee on behalf of any Bondholder shall be deemed to have been made in full.

13.5 General Partner


(a)	The General Partner is entering into this Master Indenture in its personal capacity to confirm and be bound by the covenants set out in Article 6 of this Master Indenture which are applicable to the General Partner.


(b)	In the event that legal title to any assets are in the name of the General Partner, the General Partner shall hold legal title to such assets in trust for the Issuer. The General Partner shall deliver to the Trustee an Officer's Certificate confirming such trusts upon request of the Trustee or any Bondholder.

13.6 Counterparts

This Master Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

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13.7 Effective Date

This Master Indenture shall take effect immediately upon its execution by the Issuer and the Trustee.

IN WITNESS WHEREOF the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.



ALTALINK INVESTMENT
MANAGEMENT LTD., as General Partner
of ALTALINK INVESTMENTS, L.P.

By:	/s/ Robert W. Schmidt
	Name:	Robert W Schmidt
	Title:	Executive VP & CFO

ALTALINK INVESTMENT
MANAGEMENT LTD.

By:	/s/ Robert W. Schmidt
	Name:	Robert W Schmidt
	Title:	Executive VP & CFO

BNY TRUST COMPANY OF CANADA

By:	/s/ George A. Bragg
	Name:	George A. Bragg
	Title:	Vice-President

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1049083

EXHIBIT 4.95

ALTALINK INVESTMENTS, L.P.

CAPITAL MARKETS PLATFORM

Series 09-1 Supplemental Indenture

Dated as of December 16, 2009

: :ODMA \PCDOCS\CALO 1 \684634\3

TABLE OF CONTENTS



ARTICLE 1 INTERPRETATION	2
1.1 Interpretation	2
1.2 Definitions	2

ARTICLE 2 TERMS OF SERIES 09-1 SENIOR BONDS	4
2.1 Terms of Series 09-1 Senior Bonds	4
2.2 Payment of Interest on Series 09-1 Senior Bonds	4
2.3 Issue of Series 09-1 Senior Bonds	5
2.4 Redemption of Series 09-1 Senior Bonds	5
2.5 Place of Redemption	5
2.6 Redemption in Part	6
2,7 Applicable Provisions	6
2.8 Negative Pledge	6

ARTICLE 3 ADDITIONAL COVENANTS	6
3.1 Use of Proceeds	6
3.2 Limitation on Additional Indebtedness	6
3.3 Limitation on Permitted Payments	7
3.4 Rating	7

ARTICLE 4 TAX COVENANTS	7
4.1 Withholding Tax	7

ARTICLE 5 OTHER MATTERS RELATING TO THE SENIOR BONDS	8
5.1 No Notice of Trusts or Equities	8
5.2 Record Date	8
5.3 Paying Agent	8
5.4 Calculation of Interest	8

ARTICLE 6 CONFIRMATION OF MASTER INDENTURE	8
6.1 Confirmation of Master Indenture	8

ARTICLE 7 ACKNOWLEDGEMENT	9
7.1 Acknowledgement	9

ARTICLE 8 ACCEPTANCE OF TRUST BY TRUSTEE	9
8.1 Acceptance of Trustee	9

ARTICLE 9 ACCOUNTING TERMS	9
9.1 Accounting Terms	9

ARTICLE 10 EXECUTION	9
10.1 Counterparts	9
10.2 Formal Date	9
10.3 Governing Law	10

: :ODMA \PCDOCS\CALO 1 \684634\3

ALTALINK INVESTMENTS,L.P. SERIES 09-1

SUPPLEMENTAL INDENTURE CAPITAL

MARKETS PLATFORM SENIOR BONDS

THIS SERIES 09-1 SUPPLEMENT AL INDENTURE dated as of the 16 ^th day of

December, 2009.

BETWEEN:

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

(hereinafter called the "Issuer")

OF THE FIRST PART

-and-

ALTALINK INVESTMENT MANAGEMENT LTD., a corporation incorporated under the laws of the Province of Alberta

(the "General Partner")

OF THE SECOND PART

-and-

BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on the business of a trust company in all of the provinces and territories of Canada

(hereinafter called the "Trustee")

OF THE THIRD PART

WHEREAS by a trust indenture dated as of November 21, 2005 between the Issuer, the General Partner and the Trustee (the "Master Indenture") provision was made for the issuance of Senior Bonds of the Issuer in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;

AND WHEREAS the Issuer has agreed to create and issue pursuant to the Master Indenture and this Supplemental Indenture, Senior Bonds, Series 09-1 due on December 16, 2016 (the "Series 09-1 Senior Bonds");

::ODMA\PCDOCS\CALOI\684634\3

AND WHEREAS the Issuer wishes to apply the net proceeds of the Series 09-1 Senior Bonds in accordance with the terms of Section 3 .1 hereof;

AND WHEREAS this Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Series 09-1 Senior Bonds and to establish the terms, provisions and conditions thereof;

AND WHEREAS this Supplemental Indenture is hereinafter sometimes referred to as the "Series 09-1 Supplemental Indenture";

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORETHIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

This Series 09-1 Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Series 09-1 Supplemental Indenture, in which case the terms of this Series 09-1 Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Series 09-1 Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Master Indenture and this Series 09-1 Supplemental Indenture were contained in one instrument. The expressions used in this Series 09-1 Supplemental Indenture and in the Series 09-1 Senior Bonds which are defined in the Master Indenture shall, except as otherwise provided herein, have the meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Series 09-1 Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article, Section of, or Schedule to, this Series 09-1 Supplemental Indenture.

1.2 Definitions

In this Series 09-1 Supplemental Indenture:

"AILP Bank Facility" means the revolving credit facility established pursuant to the AILP Credit Agreement having a maximum principal amount of $70 million;

"AILP Credit Agreement" the credit agreement dated June 28, 2006 between the Issuer, the General Partner, The Toronto-Dominion Bank (as lender and agent of all other lenders), The Bank of Nova Scotia and all other lenders who become parties to the AILP Credit Agreement, whereby the specific terms and conditions of the AILP Bank Facility are determined;

"Canada Yield Price" means the price which will provide a yield to maturity of a Series 09-1 Senior Bond equal to the average of the mid-market yields to maturity calculated by two Investment Dealers selected by the Issuer on the Business Day preceding the day on which the notice of redemption of such Series 09-1 Senior Bond is given of a Government of Canada bond if issued with the same term to maturity (calculated from the Redemption Date) plus 0.56%;

"Construction Debt" means, at any time, on a consolidated basis, Indebtedness incurred to fund the construction of any asset required by the Issuer for the Business including the costs to purchase any related equipment provided that such asset and equipment will form part of the rate base regulated by the AEUB;

"Depository" means, with respect to Bonds of any Series issuable in whole or in part in the form of one or more Global Bonds, a clearing agency (registered, if required, under the securities legislation governing such Series) that is designated to act as depository for such Bonds pursuant to the provisions of the Supplemental Indenture authorizing such Series of Bonds;

"EBITDA" means at any time, on a consolidated basis, in respect of any fiscal period, the consolidated net income of the Issuer in such fiscal period excluding any amounts related to depreciation, amortization and all non-cash charges, interest, allowance for debt funds used during construction, gain or loss on sale of assets, extraordinary items, and income taxes, all determined in accordance with GAAP;

"Funded Debt" means, at any time, on a consolidated basis, the Indebtedness and any other obligations of the Issuer which are considered to constitute debt in accordance with GAAP (but excluding Construction Debt) after deducting cash and cash equivalents therefrom, including indebtedness for borrowed money, interest bearing liabilities, indebtedness secured by Purchase Money Obligations and the redemption price of any securities issued by the Issuer having attributes substantially similar to debt (such as securities which are redeemable at the option of the holder); but excluding accounts payable and other short term non-interest bearing liabilities, regulatory liabilities, asset retirement obligations, future income taxes (both current and long-term) and Subordinated Debt;

"Funded Debt Service" means, at any time, on a consolidated basis, (i) the aggregate amount of interest and other fees and expenses paid in respect of Funded Debt in respect of the immediately preceding twelve (12) month period plus, (ii) the aggregate amount of payments (except with respect to any principal portion thereof) which are scheduled to be made in respect of capital leases in the following twelve (12) month period;

"Global Series 09-1 Senior Bond" has the meaning set forth in Section 2.1 hereof;

"Interest Payment Date" has the meaning set forth in Section 2.1 hereof;

"Interest Rate" has the meaning set forth in Section 2.1 hereof;

"Paying Agent" has the meaning set forth in Section 4.3 hereof;

"Redemption Date" has the meaning set forth in Section 2.4 hereof;

"Redemption Price" has the meaning set forth in Section 2.4 hereof; and

"Series 09-1 Senior Bonds" means the Series of Senior Bonds issued pursuant to the Master Indenture and this Series 09-1 Supplemental Indenture.

ARTICLE 2

TERMS OF SERIES 09-1 SENIOR BONDS

2.1 Terms of Series 09-1 Senior Bonds

The Series 09-1 Senior Bonds authorized to be issued pursuant to the Master Indenture and under this Series 09-1 Supplemental Indenture shall consist of and be limited to Cdn. $150,000,000 principal amount and shall be designated as Series 09-1 Senior Bonds due December 16, 2016 and shall be referred to herein as the "Series 09-1 Senior Bonds". The Series 09-1 Senior Bonds shall be dated as of December 16, 2009, shall mature on December 16, 2016 and shall bear interest from December 16, 2009 at 5.207% per annum (for the Series 09-1 Senior Bonds such rate is the "Interest Rate"), payable semi-annually on June 16 and December 16 of each year (for the Series 09-1 Senior Bonds, each such date is an "Interest Payment Date"), commencing on June 16, 2010 after as well as before maturity and after as well as before default and judgment, with interest on amounts in default at the same rate.

The Series 09-1 Senior Bonds shall be issued as a registered Senior Bond initially in the form of a Global Bond ("Global Series 09-1 Senior Bond") registered in the name of a Depository (being, initially, CDS & Co. as nominee of CDS Clearing and Depository Services Inc.) and held by that Depository in the form appended as Schedule "A" hereto. The provisions of Article 3 of the Master Indenture shall apply to the issuance and administration of such Global Series 09-1 Senior Bond. The Series 09-1 Senior Bonds are Obligation Bonds and Senior Bonds of the Issuer and are unsecured.

If certified Series 09-1 Senior Bonds are to be registered in the name of a person other than the Depository, or its nominee, in exchange for the Global Series 09-1 Senior Bond in accordance with the terms of the Master Indenture, the Issuer shall supply the Trustee with a sufficient number of certificates substantially in the form determined by the Issuer which shall contain the appropriate conditions of such. Series 09-1 Senior Bonds as described herein, with the signatures of two Authorized Officers printed, engraved, lithographed or otherwise mechanically reproduced thereon, to facilitate all subsequent exchanges, transfers and replacement of Series 09-1 Senior Bonds.

2.2 Payment of Interest on Series 09-1 Senior Bonds

The Issuer and the Trustee, as Paying Agent for the Series 09-1 Senior Bonds, acknowledge and agree that, in respect of any Series 09-1 Senior Bonds that are represented by a Global Series 09-1 Senior Bond, interest shall be payable on the Series 09-1 Senior Bonds as contemplated herein and the Issuer shall be responsible for ensuring that sufficient funds are available in an account with, and maintained by the Depository no later than 11 :00 a.m. (Toronto time) on the Interest Payment Dates. In all other cases, interest is payable on the Series 09-1 Senior Bonds in accordance with the Master Indenture.

2.3 Issue of Series 09-1 Senior Bonds

Series 09-1 Senior Bonds, or a Global Series 09-1 Senior Bond representing one or more Series 09-1 Senior Bonds, up to the aggregate principal amount of $150,000,000 shall forthwith be duly executed by the Issuer in accordance with the Master Indenture and this Series 09-1Supplemental Indenture and delivered to the Trustee, and shall thereupon be certified by or on behalf of the Trustee and delivered to or to the order of the Issuer upon the written direction of the Issuer, without the Trustee receiving any consideration therefor, but only upon receipt by the Trustee of such written certification along with delivery of the documents referred to in the Master Indenture.

2.4 Redemption of Series 09-1 Senior Bonds

The Series 09-1 Senior Bonds will be redeemable, at the Issuer's option, in whole or in part at any time prior to maturity, and from time to time, on not more than sixty (60) and not less than thirty (30) days' notice prior to the date fixed for redemption specified in such notice ("Redemption Date") to the holders of the Series 09-1 Senior Bonds to be redeemed (or to the Depository in the case of Series 09-1 Senior Bonds represented by a Global Series 09-1 Senior Bond), at the higher of the Canada Yield Price and the principal amount of the Series 09-1 Senior Bonds to be redeemed, together, in either case, with accrued and unpaid interest to the Redemption Rate, such amount being the "Redemption Price" thereof.

2.5 Place of Redemption

The place where the Series 09-1 Senior Bonds to be redeemed are to be surrendered for payment of the Redemption Price shall be at the principal office of the Trustee in Toronto, Ontario. However, the Trustee and the Issuer acknowledge and agree that, in respect of any of the Series 09-1 Senior Bonds that are represented by a Global Series 09-1 Senior Bond registered in the name of a Depository, and interests in the Series 09-1 Senior Bonds underlying such Global Senior Bond are represented within the Depository system through book entry accounts of participants, the Redemption Price is payable to the Depository and the Issuer or the Trustee may make payment thereof by electronic funds transfer to the Depository, to such account as the Depository may direct, no later than 11 :00 a.m. (Toronto Time) on the applicable Redemption Date, or by an alternate method of payment acceptable to the Depository, the Issuer and the Trustee, for distribution to the holders of Series 09-1 Senior Bonds underlying the Global Series 09-1 Senior Bond which are being redeemed. If these payment methods are not available to the Issuer, and provided that the Depository has not given notification to the contrary, the Issuer or the Trustee may make payment by cheque payable to the Depository (which may be post-dated to the applicable Interest Payment Date) and delivered to the Depository at least two (2) Business Days prior to the applicable Redemption Date. The electronic transfer of funds or effecting payment by such other means, such as delivery of such cheque (in which case payment is to be made in a manner whereby the holder receives credit or such payment on the Redemption Date), satisfies and discharges the liability for the Redemption Price for those Series 09-1 Senior Bonds represented by the Global Series 09-1 Senior Bond to the extent of the sum represented thereby unless, in the case of payment by cheque, the same is not paid on presentation.

2.6 Redemption in Part

Where the Issuer has elected to redeem Series 09-1 Senior Bonds only in part, each Series 09-1 Senior Bond will be redeemed in part, pro rata, and the Issuer will issue new Series 09-1 Senior Bonds to the holders thereof as contemplated by Section 3 .21 of the Master Indenture.

2.7 Applicable Provisions

Save as set out in this Article 2 to the contrary, the redemption of any Series 09-1 Senior Bonds under the optional redemption feature in this Supplemental Indenture shall be conducted in accordance with Sections 3 .16 to 3 .22 of the Master Indenture.

2.8 Negative Pledge

Save and except for Permitted Encumbrances, the Issuer will not create, assume or suffer to exist any Security Interest on any of its assets, whether now owned or hereafter acquired, unless at the same time it shall secure the Series 09-1 Senior Bonds then outstanding on a pari passu basis.

ARTICLE 3

ADDITIONAL COVENANTS

3.1 Use of Proceeds

The net proceeds of the Series 09-1 Senior Bonds shall be used by the Issuer to repay all Indebtedness outstanding under the AILP Bank Facility, to invest in additional ALP limited partnership units, and, thereafter, for working capital purposes.

3.2 Limitation on Additional Indebtedness

Notwithstanding anything in the Master Indenture to the contrary, the Issuer will not directly or indirectly, nor will it allow any Subsidiary to directly or indirectly, Guarantee, incur, issue or become liable for or in respect of any additional Indebtedness unless:


(a)	no Default or Event of Default has occurred and is continuing under the Master Indenture or any Supplemental Indenture on that date;


(b)	during the prior four (4) fiscal quarters of the Issuer, the ratio of EBITDA of the Issuer to Funded Debt Service was equal to or greater than 2.25: 1.0; and


(c)	the Issuer delivers to the Trustee an Officer's Certificate certifying as to the matter in Paragraphs (a) and (b) above.

This Section 3 .2 does not apply to ALP notwithstanding that it is a Subsidiary.

3.3 Limitation on Permitted Payments

Notwithstanding anything in Section 4.1 of the Master Indenture to the contrary, the Issuer will not make any Permitted Payments unless:


(a)	no Default or Event of Default has occurred and is continuing under the Master Indenture or any Supplemental Indenture on that date;


(b)	after giving effect to the proposed Permitted Payment, the ratio of EBITDA of the Issuer calculated on a pro-forma basis for the next twelve (12) months to Funded Debt Service for such period will equal or exceed 2.5: 1.0; and


(c)	the Issuer delivers to the Trustee an Officer's Certificate certifying as to the matter in Paragraphs (a) and (b) above.

3.4 Rating

The Issuer shall maintain a rating on the Series 09-1 Senior Bonds by at least one of the Rating Agencies.

ARTICLE 4

TAX COVENANTS

4.1 Withholding Tax


(a)	if it is necessary for the Issuer to identify the beneficial ownership of a Senior Bond it shall consult with such person as may be required in order to determine the beneficial ownership of the Series 09-1 Senior Bonds for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;


(b)	may, if appropriate, deduct and withhold the Required Amount from payments made or due under this Indenture;


(c)	shall, if it deducts and withholds the Required Amount, remit the Required Amount to the relevant Governmental Authority within the time required by applicable law;


(d)	shall, if it deducts and withholds the Required Amount, promptly forward to a Senior Bondholder a certified copy of the official receipt or other documentation satisfactory to the Trustee evidencing the payment of the Required Amount to such Governmental Authority; and


(e)	shall not be responsible to increase or "gross up" any payment to any Senior Bondholder or to the Trustee on behalf of any Senior Bondholder and shall be entitled to reduce the amount of each such payment by the Required Amount, if the Issuer has deducted and withheld the

Required Amount, and the payment made to any Senior Bondholder or Trustee on behalf of any Senior Bondholder shall be deemed to have been made in full.

ARTICLE 5

OTHERMATTERS RELATING TO THE SENIOR BONDS

5.1 No Notice of Trusts or Equities

Neither the Issuer nor the Trustee nor any of their respective directors, officers or employees shall be bound to see to the execution of any trust affecting the ownership of any Series 09-1 Senior Bond or be affected by notice of any equity that may be subsisting in respect thereof.

5.2 Record Date

The record date for purposes of payment of principal, Redemption Price and interest on the Series 09-1 Senior Bonds is as of 11:00 a.m. (Toronto time) on the date that is three (3) Business Days prior to the maturity date, any Redemption Date or any Interest Payment Date, as applicable, for such Series 09-1 Senior Bonds. Principal of, Redemption Price and interest on such Series 09-1 Senior Bonds are payable to the Person registered in the register on the relevant record date as the holder of such Series 09-1 Senior Bonds. Where any of the Series 09-1 Senior Bonds are represented by a Global Series 09-1 Senior Bond registered in the name of a Depository, and interests in the Series 09-1 Senior Bonds underlying such Global Series 09-1 Senior Bond are represented within the depository system through book entry accounts of participants, the record date is intended to identify the entitlements of such participants, rather than the Depository, to the payment to be made on the ensuing payment date. The Trustee shall not be required to register any transfer or exchange of such Series 09-1 Senior Bonds during the period after any record date to the corresponding payment date.

5.3 Paying Agent

The Paying Agent for the Series 09-1 Senior Bonds shall be the Trustee at its principal office in Toronto, Ontario.

5.4 Calculation of Interest

Whenever it is necessary to calculate any amount of interest in respect of the Series 09-1 Senior Bonds for a period of less than one (1) full year, such interest shall be calculated on the basis of the number of days in the period and a year of three hundred and sixty-five (365) days, or if such period falls entirely within a leap year, three hundred and sixty-six (366) days.

ARTICLE 6

CONFIRMATION OF MASTER INDENTURE

6.1 Confirmation of Master Indenture

The Master Indenture, as supplemented to the date hereof and as further supplemented by this Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 7

ACKNOWLEDGEMENT

7.1 Acknowledgement

The Issuer 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.

ARTICLE 8

ACCEPTANCE OF TRUST BY TRUSTEE

8.1 Acceptance of Trustee

This Trustee hereby accepts the trusts in this Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 9

ACCOUNTING TERMS

9.1 Accounting Terms

Unless otherwise specified all accounting terms used herein shall be construed in accordance with GAAP as now or hereafter established 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, International Financial Reporting Standards, in each case consistently applied by the Issuer, and all financial data submitted pursuant to this Series 09-1 Supplemental Indenture shall be prepared in accordance with such principles. Notwithstanding the foregoing, the provisions of Section

1.1 O(a) of the Master Indenture with respect to changes in accounting principles, shall continue in full force and effect and are hereby confirmed.

ARTICLE 10

EXECUTION

10.1 Counterparts

This Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

10.2 Formal Date

For the purposes of convenience, this Supplemental Indenture may be referred to as bearing a formal date of December 16, 2009 irrespective of the actual date of execution hereof.

10.3 Governing Law

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

IN WITNESS OF WHICH the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
Per:	/s/ Robert W. Schmidt
	Name:	Robert W. Schmidt
	Title:	Vice President - Finance



ALTALINK INVESTMENT MANAGEMENT LTD.
Per:	/s/ Robert W. Schmidt
	Name:	Robert W. Schmidt
	Title:	Vice President - Finance



BNY TRUST COMPANY OF CANADA
Per:	/s/ Patricia Benjamin
	Name:	Patricia Benjamin
	Title:	Authorized Signatory

SCHEDULE "A"

Form of Series 09-1 Senior Bonds

CUSIP Number: 02137PAB2

ISIN Number: CA0213 7P AB28 No. 1

THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE MASTER INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS BOND MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF THIS BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MASTER INDENTURE

This Bond is a global Senior Bond, Series 09-1 ("Global Series 09-1 Senior Bond") of the Issuer (defined below) and registered in the name of CDS Clearing and Depository Services Inc. ("CDS") or its nominee. Unless this certificate is presented by an authorized representative of CDS to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has an interest in the securities respected by the certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate. Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is four (4) months and a day after the later of (i) December 16, 2009, and (ii) the date the Issuer became a reporting issuer in any province or territory.

ALTALINK INVESTMENTS, L.P.

(a limited partnership formed under the laws of Alberta)

CAPITAL MARKETS PLATFORM BOND

Series 09-1 due December 16, 2016 $150,000,000

ALTALINK INVESTMENT MANAGEMENT LTD. as general partner of ALTALINK INVESTMENTS, L.P. (the "Issuer"), for the value received, hereby acknowledges itself indebted and promises to pay to CDS under its nominee, CDS & CO. (the "Depository") on December 16, 2016 (or on such earlier date as the principal sum or any part thereof shall be due or payable in accordance with the terms hereof) the sum of

ONE HUNDRED AND FIFTY MILLION DOLLARS

($150,000,000.00)

in lawful money of Canada upon presentation and surrender of this Global Series 09-1 Senior Bond at the principal office of BNY Trust Company of Canada (the "Trustee") in the City of Toronto, Ontario, and to pay interest thereon on each Interest Payment Date prior to maturity (or, if not a Business Day, on the immediately following Business Day) in like money, such interest to accrue at the Interest Rate (as applicable to Series 09-1 Senior Bonds), with interest on any amounts in default at the Interest Rate in like money. As interest on this Global Series 09-1 Senior Bond becomes due, the Issuer or the Trustee, upon receipt of sufficient funds from the Issuer, (except in case of payment

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at maturity or on redemption at which time payment of interest may be made upon surrender of this Global Series 09-1 Senior Bond) shall make payment thereof by electronic funds transfer to the Depository, to such account as the Depository may direct, no later than 11 :00 a.m. (Toronto time) on the Interest Payment Date, or by an alternate method of payment acceptable to the Depository , the Issuer and the Trustee, for distribution to the holders of interests in this Global Series 09-1 Senior Bond as indicated in the records of the Depository . If these payment methods are not available to the Issuer, and provided that the Depository has not given notification to the contrary, the Issuer or the Trustee may make payment by cheque payable to the Depository (which may be post-dated to the applicable Interest Payment Date) and delivered to CDS at least five (5) Business Days prior to the Interest Payment Date. The electronic transfer of funds or effecting payment by such other means, such as delivery of such cheque (in which case payment is to be made in a manner whereby the holder receives credit or such payment on the Interest Payment Date), satisfies and discharges the liability for interest upon this Global Series 09-1 Senior Bond to the extent of the sum represented thereby unless, in the case of payment by cheque, the same is not paid on presentation.

This Global Series 09-1 Senior Bond is one of a duly authorized Series of AltaLink Investments, L.P. Capital Markets Platform Bonds, issued pursuant to a trust indenture dated as of November 21, 2005 between the Issuer, the General Partner and the Trustee (the "Master Indenture"), and a supplemental indenture dated as of December 16, 2009 between the same parties (the "Series 09-1 Supplemental Indenture"). Unless otherwise defined, words and expressions used in this Global Series 09-1 Senior Bond have the meanings set forth in the Master Indenture and the Series 09-1 Supplemental Indenture.

Reference is hereby made to the Master Indenture and the Series 09-1 Supplemental Indenture, as to the rights of the holder of this Global Series 09-1 Senior Bond and the beneficial holders of Series 09-1 Senior Bonds represented hereby, the rights of the holders of Senior Bonds issued and to be issued under the Master Indenture and indentures supplemental thereto, and of the Issuer and of the Trustee in respect thereof and the terms and conditions upon which this Global Series 09-1 Senior Bond and additional Senior Bonds are issued or may hereafter be issued, all to the same effect as if the provisions of the Master Indenture and the Series 09-1 Supplemental Indenture were herein set forth, to all of which provisions the holder of this Global Series 09-1 Senior Bond assents by acceptance hereof.

Each of the Series 09-1 Senior Bonds represented by this Global Series 09-1 Senior Bond is issued in "book-entry only" form. Beneficial interests in the Senior 09-1 Senior Bond may be purchased or transferred through participants in the depository system of CDS such as investment dealers and financial institutions ("Participants") and will be represented through book entry accounts, established and maintained by CDS in accordance with its participant agreement and service rules and procedures, for Participants which use CDS services and act on their own behalf or on behalf of beneficial owners of Series 09-1 Senior Bonds (who are clients or customers of the Participants) ("Book Entry Accounts"). Transfers of interests in the Series 09-1 Senior Bonds among Participants will be effected only through such Book Entry Accounts. Upon receipt of this Global Series 09-1 Senior Bond, CDS will credit the Book Entry Accounts of those Participants with interests in the Series 09-1 Senior Bonds represented hereby in accordance with written instructions received by or on behalf of the Issuer.

This Global Series 09-1 Senior Bond may only be transferred, upon compliance with the terms and conditions prescribed in the Master Indenture, on the register kept at the principal office of the Trustee in the City of Toronto, Ontario and at such other place or places (if any) or by such other registrar or registrars (if any) as the Issuer with the approval of the Trustee may designate, by the Depository, as registered holder hereof, or its executors, administrators or other legal representatives, or its attorney (duly appointed by a written instrument satisfactory in form and content to the Trustee or other registrar), and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe.

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Except in limited circumstances, this Global Series 09-Jl Senior Bond will remain in CDS's custody until maturity, if applicable, or until none of the Series 09-1 Senior Bonds represented hereby is outstanding. No beneficial owner of Series 09-1 Senior Bonds represented by this Global Series 09-1 Senior Bond is entitled to receive a definitive certificate representing Series 09-1 Senior Bonds except in limited circumstances. The Issuer and Trustee acknowledge that CDS has no Bond and that neither the Participants nor beneficial owners of Series 09-1 Senior Bonds are deemed to have notice of the provisions of this Global Series 09-1 Senior Bond by reason of the delivery of this Global Series 09-1 Senior Bond to CDS or the Depository. This Global Series 09-1 Senior Bond and the Series 09-1 Senior Bonds represented hereby, are unsecured Obligation Bonds and Senior Bonds of the Issuer and together with all other Senior Bonds issued and certified under the Master Indenture rank pari passu according to their terms without discrimination, preference or priority.

The right is reserved to the Issuer, subject to the terms and conditions set out in the Master Indenture and Series 09-1 Supplemental Indenture, to purchase Series 09-1 Senior Bonds at any time and from time to time in the open market, by tender or private contract.

The principal hereof may also become due or be declared due before stated maturity in the events, in the manner, with the effect and at the time set forth in the Master Indenture and the Series 09-1 Supplemental Indenture.

The Master Indenture contains provisions for the holding of meetings of holders of Senior Bonds and rendering resolutions passed at such meetings and instruments in writing signed by the holders of a specified majority of the Senior Bonds outstanding, binding upon holders of all Senior Bonds, subject to the provisions of the Master Indenture.

This Global Series 09-1 Senior Bond does not entitle the holder to any right or benefit under the Master Indenture or the Series 09-1 Supplemental Indenture nor is it valid or obligatory for any purpose until a certificate of authentication in respect of this Global Series 09-1 Senior Bond has been duly executed by the Trustee. .

The Series 09-1 Senior Bonds represented by this Global Series 09-1 Senior Bond are subject to redemption prior to maturity, at the option of the Issuer, at the Redemption Price determined and paid in accordance with the Series 09-1 Supplemental Indenture. Upon such redemption of less than all the outstanding Series 09-1 Senior Bonds, the Issuer and the Trustee will certify and issue to CDS a replacement Global Series 09-1 Senior Bond, registered in the name of Depository and substantially identical in form and content to this Global Series 09-1 Senior Bond, representing the principal balance of the outstanding Series 09-1 Senior Bonds ("Replacement Series 09-1 Senior Bond"). The Issuer and Trustee acknowledge that the number aggregate and principal amount of Series 09-1 Senior Bonds represented by the Replacement Series 09-1 Senior Bond, and the Book Accounts of Participants with interests in those Series 09-1 Senior Bonds, will be adjusted by CDS to account for such partial redemption.

IN WITNESS WHEREOF the Issuer has duly executed this Global Series 09-1 Senior Bond as of this l6 ^th day of December, 2009.



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
Per:
	Name:
	Title:

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TRUSTEE'S CERTIFICATE

This AltaLink Investments, L.P. Capital Markets Platform Bond is one of the Bonds referred to in the Master Indenture within mentioned and is an Obligation Bond and Senior Bond issued under the Series 09-1 Supplemental Indenture within mentioned.



BNY TRUST COMPANY OF CANADA, as Trustee
Per:
	Name:	Patricia Benjamin
	Title:	Authorized Signatory

(Form of Registration Panel)

(No writing hereon except by the Trustee or other registrar)



DATE OF REGISTRATION	IN WHOSE NAME REGISTERED	TRUSTEE (OR REGISTRAR
December 16, 2009	CDS & Co.	BNY Trust Company of Canada

EXHIBIT 4.96

Execution Version

ALTALINK INVESTMENTS, L.P.

CAPITAL MARKETS PLATFORM

THIRD SUPPLEMENTAL INDENTURE

Dated as of December 15, 2010

ALTALINK INVESTMENTS, L.P.

SENIOR PLEDGED BOND, SERIES 2

CAPITAL MARKETS PLATFORM

THIRD SUPPLEMENTAL INDENTURE

This Third Supplemental Indenture is made as of the 15th day of December, 2010

BETWEEN:

ALT ALINK INVESTMENT MANAGEMENT LTD. , as general partner of Altalink Investments, L.P. a limited partnership created pursuant to the laws of the Province of Alberta,

(hereinafter called the " Issuer ")

-and-

ALT ALINK INVESTMENT MANAGEMENT LTD. , a company incorporated under the laws of the Province of Alberta,

(hereinafter called the " General Partner ")

- and-

BNY TRUST COMPANY OF CANADA , a trust company incorporated under the laws of Canada

(hereinafter called the " Trustee ")

WHEREAS by a Master Trust Indenture dated as of November 21, 2005 among the Issuer, the General Partner and the Trustee (as supplemented from time to time, the "Master Indenture"), provision was made for the issuance of Bonds in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;

AND WHEREAS the Issuer, The Toronto-Dominion Bank (the "Former Agent') and the lenders party thereto are party to that Amended and Restated Credit Agreement dated December 16, 2009 (such agreement, as amended by a first amending agreement dated as of December 23, 2009, the "Existing Credit Agreement').

AND WHEREAS pursuant to a second supplemental indenture dated June 28, 2006 (the "Second Supplemental Indenture") under the Master Trust Indenture a Senior Pledged Bond, Series 1 was issued in respect of the obligations owing under the Existing Credit Agreement.

AND WHEREAS the Issuer wishes to amend and restate the Existing Credit Agreement pursuant to the Credit Agreement (as defined below) between the Issuer, Royal Bank of Canada, as the Agent and the Lenders party thereto, in order to, inter alia , increase the maximum principal amount of the credit facility thereunder and replace the Existing Agent with the Agent.

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AND WHEREAS in respect of the Credit Agreement the Issuer wishes to create and issue under the Master Indenture and a Third Supplemental Indenture a Senior Pledged Bond, Series 2 (the "Senior Pledged Bond, Series 2") in the principal amount of Three Hundred Fifty Million Dollars ($350,000,000) in lawful money of Canada;

AND WHEREAS this Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Senior Pledged Bond, Series 2 and to establish the terms, provisions and conditions of the Senior Pledged Bond, Series 2;

AND WHEREAS this Supplemental Indenture is hereinafter sometimes referred to as the "Third Supplemental Indenture";

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee;

NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES that in consideration of the premises, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE l

INTERPRETATION

1.1 Interpretation:

This Third Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Third Supplemental Indenture, in which case, subject only to section 2.8 of the Master Indenture, the terms of this Third Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Third Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Master Indenture and 'this Third Supplemental Indenture were contained in one instrument The expressions used in this Third Supplemental Indenture and the Senior Pledged Bond, Series 2 shall, except as otherwise provided herein, have the respective meaning ascribed to such expressions in the Master indenture.

1.2 Definitions

In this Third Supplemental Indenture, the following terms shall have the following meanings, respectively:

" Agent" means Royal Bank of Canada as agent for itself, and the other lenders under the

Credit Agreement, together with its successors and permitted assigns; and ·

" Credit Agreement" means, the amended and restated credit agreement dated as of the date hereof among the Issuer, the General Partner, the Agent, as agent of the lenders. and as lender and all other lenders which become parties to the credit agreement as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

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ARTICLE 2

TERMS OF SENIOR PLEDGED BOND, SERIES 2

2.1 Terms of Senior Pledged Bond, Series 2

The Issuer hereby creates and issues a Bond under the Master Indenture to be designated as the Senior Pledged Bond, Series 2 in the principal amount of Three Hundred and Fifty Million Dollars ($350,000,000) in lawful money of Canada. The Senior Pledged Bond, Series 2 shall be dated as of the date of authentication and delivery thereof (the "date of issue") as determined by Written Order of the Issuer to the Trustee and shall be payable as to principal, interest thereon and premium (if any) at the office in Toronto, Ontario of the Trustee at which the Senior Pledged Bond, Series 2 is registrable. The Senior Pledged Bond, Series 2 shall bear interest as provided in Section 2.4 of this Third Supplemental Indenture and shall have the other terms and characteristics set forth or referred to in the Master Indenture and in Schedule "A" hereto.

2.2 Delivery

The Senior Pledged Bond, Series 2 shall be delivered by the issuer pursuant to the bond delivery agreement attached hereto as Schedule "B" (the " Bond Delivery Agreement ") in connection with, and as fixed, general, and continuing security for the due payment and performance of all present and future indebtedness, liabilities and obligations of the Issuer under the Credit Agreement and the Loan Documents (as defined in the Credit Agreement) (such indebtedness, liabilities and obligations, collectively, the " Obligations ").

2.3 Payable on Demand

The Senior Pledged Bond, Series 2 shall be payable on demand therefor pursuant to and in accordance with the terms and conditions of the Master Indenture and the Bond Delivery Agreement.

2.4 Interest

The Senior Pledged Bond, Series 2, shall bear interest on the amount outstanding under the Credit Agreement from the date of issue at the applicable rate of interest per annum payable by the Issuer under the terms of the Credit Agreement, payable at the place and on the dates provided in the Credit Agreement, as well after as before demand, default and judgment with interest on overdue interest at the same rate and payable in like money at the same place and on the same dates.

2.5 Fully Registered Bond

The Senior Pledged Bond, Series 2 shall be issued as a fully registered Bond without coupons.

2.6 Certification

The Trustee's certificate of authentication shall be in the form annexed to the form of Bond attached hereto as Schedule "A".

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2.7 Senior Bond and Pledged Bond; Loan Documents

The Senior Pledged Bond, Series 2 is a Senior Bond. The Senior Pledged Bond, Series 2 is a Pledged Bond securing all of the Obligations including, for greater certainty, all debts, liabilities and obligations of the Issuer under the Existing Credit Agreement are debts, liabilities and obligations of the Issuer under the Credit Agreement and constitute "Obligations" for the purposes of the Third Supplemental Indenture and the Senior Pledged Bond, Series 2. Each of this Third Supplemental Indenture, the Senior Pledged Bond, Series 2, and the Bond Delivery Agreement is a Loan Document (as defined in the Credit Agreement).

ARTICLE 3

ISSUANCE OF SENIOR PLEDGED BOND, SERIES 2

3.1 Issuance of Senior Pledged Bond, Series l

The Senior Pledged Bond, Series 2 in the principal amount of Three Hundred and Fifty Million Dollars ($350,000,000) in lawful money of Canada shall be executed by the Issuer and delivered to the Trustee. The Senior Pledged Bond, Series 2 shall thereupon be authenticated by the Trustee, registered in the name of the holder as may be specified in a Written Order of the Issuer and returned by the Trustee to the Issuer for delivery to the holder in accordance with the Bond Delivery Agreement without any further action and formality on the part of the Issuer but nevertheless only upon satisfaction of the conditions precedent set forth in Section 2.4 of the Master Indenture.

3.2 Cancellation of Senior Pledged Bond, Series 1

The parties hereto confirm that upon the issuance of the Senior Pledged Bond, Series 2, the Senior Pledged Bond, Series 1 shall be cancelled.

ARTICLE 4

CONFIRMATION OF MASTER INDENTURE

4.1 Confirmation of Master Indenture

The Master Indenture, as supplemented to the date hereof and as further supplemented by this Third Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 5

FOR BENEFIT OF SENIOR PLEDGED BOND, SERIES 2

5.1 Benefit of Indenture

The Issuer and the Trustee confirm that all of the provisions of this Third Supplemental Indenture are for the benefit of the holder of this Senior Pledged Bond, Series 2 as long as such Senior Pledged Bond, Series 2 remains outstanding.

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ARTICLE 6

ACCEPTANCE OF TRUST BY TRUSTEE; PAYING AGENT

6.1 Acceptance by Trustee

The Trustee hereby accepts the trusts in this Third Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

6.2 Paying Agent

Effective upon the occurrence of an Event of Default and during the continuance of such Event of Default, the Paying Agent for the Senior Pledged Bond, Series 2 shall be the Trustee at its principal office in Toronto, Ontario.

ARTICLE 7

EXECUTION

7.1 Counterparts

This Third Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

7.2 Formal Date

For purposes of convenience, this Third Supplemental Indenture may be referred to as bearing a formal date of December 15, 2010 irrespective of the actual date of the execution thereof.

7.3 Acknowledgement

The issuer 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.

7.4 Governing Law

This Third Supplement Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

[Signature page follows]

IN WITNESS WHEREOF the parties hereto have duly executed this Third Supplemental

Indenture under the hands of their proper officers in that behalf



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

By:	/s/ Michael Smerdon
	Name:	Michael Smerdon
	Title:	Director

By:	/s/ Nicolas Poplemon
	Name:	Nicolas Poplemon
	Title:	Director



ALTALINK INVESTMENT
MANAGEMENT LTD

By:	/s/ Michael Smerdon
	Name:	Michael Smerdon
	Title:	Director

By:	/s/ Nicolas Poplemon
	Name:	Nicolas Poplemon
	Title:	Director



BNY TRUST COMPANY OF CANADA

By:	/s/ Patricia Benjamin
	Name:	Patricia Benjamin
	Title:	Authorized Officer

By:
	Name:
	Title:

SCHEDULE "A"

FORM OF SENIOR PLEDGED BOND, SERIES 2

ALTALINK INVESTMENTS, L.P.

a limited partnership formed under

the laws of Alberta



Senior Pledged Bond, Series 2		Cdn. $350,000,000

ALTALINK INVESTMENTS, L.P. CAPITAL MARKETS PLATFORM BOND

ALTALINK INVESTMENTS, L.P. (herein called the " Issuer ") for value received hereby acknowledges that it is indebted to and promises to pay to the registered holder hereof upon demand the sum of Three Hundred and Fifty Million Dollars ($350,000,000.00), in lawful money of Canada at the office of the BNY Trust Company of Canada (the " Trustee ") in the City of Toronto, Ontario, Canada and to pay interest thereon in accordance with the Credit Agreement, such interest to accrue from the date hereof, or in the case of any amounts in default from the date of default, at the applicable rates of interest per annum as set out in Section 2.4 of the Third Supplemental Indenture (defined below), as well after as before demand, default and judgment with interest on any such interest overdue at the same rate in like money at the same place and on demand.

This Bond is one of a duly authorized series of Altalink Investments, L.P. Capital Markets Platform Bonds, issued and to be issued under a trust indenture (herein called the "Master Indenture") made as of November 21, 2005, among the Issuer, the General Partner and the Trustee, as supplemented by the Third Supplemental Indenture (the "Third Supplemental Indenture") dated as of December 15, 2010, between the same parties as each may be amended, supplemented or otherwise modified from time to time.

Terms used in this Bond which are defined in the Master Indenture or the Third Supplemental Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture or the Third Supplemental Indenture, as applicable.

Reference is hereby made to the provisions of the Master Indenture (including, without limitation, section 2.8 thereof) and, where applicable, the Third Supplemental Indenture and the Bond Delivery Agreement, as to the rights of the holder of this Bond, the rights of the holders of the Altalink Investments, L.P. Capital Markets Platform Bonds issued and to be issued under the Master Indenture and of the Issuer and of the Trustee in respect thereof and the terms and conditions upon which this Bond and the Altalink Investments, ~.P. Capital Markets Platform Bonds are issued or may hereafter be issued, all to the same effect as if the provisions of the Master Indenture and, where applicable, the Third Supplemental Indenture and the Bond Delivery Agreement, were herein set forth, to all of which provisions, terms and conditions the holder of this Bond agrees by acceptance hereof.

The Bond shall be transferable only in accordance with the provisions, terms and conditions of the Master Indenture and the Third Supplemental Indenture. No transfer of this Bond shall be valid unless made on the register kept by and at the office of the Trustee in the City of Toronto, Ontario pursuant to the provisions of the Master Indenture.

This Bond shall not be entitled to any right or benefit under the Master Indenture or the Third Supplemental Indenture nor shall it be valid or obligatory for any purpose until a certificate of authentication in respect of this Bond is duly executed by the Trustee.

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This Bond is an unsecured Pledged Bond and Senior Bond of the Issuer.

IN WITNESS WHEREOF the Issuer has duly executed this Senior Pledged Bond, Series 2 as of this 15th day of December, 2010.



THIS BOND IS SUBJECT TO THE TERMS AND CONDITIONS OF A BOND DELIVERY AGREEMENT DATED AS OF DECEMBER 15, 2010 BETWEEN ALTALINK INVESTMENT MANAGEMENT LTD., AS GENERAL PARTNER OF ALTALINK INVESTMENTS, L.P., ALTALINK INVESTMENT MANAGEMENT LTD. AND ROYAL BANK OF CANADA, AS AGENT, MADE IN ACCORDANCE WITH SECTION 2.8 OF THE MASTER INDENTURE.	ALTALINK INVESTMENT
	MANAGEMENT LTD., as general partner
	of ALTALINK INVESTMENTS, L.P.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

TRUSTEE'S CERTIFICATE

This AltaLink Investments, L.P. Capital Markets Platform Bond is one of the Bonds referred to in the Master Indenture within mentioned and is the Senior Pledged Bond, Series 2 issued under the Third Supplemental Indenture within mentioned.



BNY TRUST COMPANY OF CANADA, as
Trustee

By:
	Authorized Signing Officer


By:
	Authorized Signing Officer



(Form of Registration Panel)
(No writing hereon except by the Trustee or other registrar)
DATE OF REGISTRATION	IN WHOSE NAME REGISTERED	TRUSTEE (OR REGISTRAR)
December 15, 2010	Royal Bank of Canada

SCHEDULE "B"

BOND DELIVERY AGREEMENT

THIS AGREEMENT made as of the 15th day of December, 2010.

BETWEEN:

ALTALINK INVESTMENT MANAGEMENT LTD. , as general partner of

Altalink Investments, L.P.

(hereinafter called the " Issuer ")

-and-

ALTALINK INVESTMENT MANAGEMENT LTD.

(hereinafter called the " General Partner ")

-and-

ROYAL BANK OF CANADA , (hereinafter called the

" Agent ') in its capacity as agent for itself, and all other lenders under the Credit

Agreement (as defined below)

WHEREAS by a trust indenture (the " Master Indenture ") dated as November 21, 2005 among the Issuer, AltaLink Investment Management Ltd., as general partner, and the Trustee (as defined herein), provision was made for the creation and issue of Bonds of the Issuer,

AND WHEREAS the Issuer, the General Partner, the Agent and the lenders party thereto entered into an amended and restated credit agreement dated as of the date hereof (such agreement, as amended, amended and restated, supplemented or otherwise modified from time to time referred to herein as the " Credit Agreement ');

AND WHEREAS pursuant to the Third Supplemental Indenture dated as of the date hereof among the Issuer, the General Partner and the Trustee (the '' Third Supplemental Indenture "), the Issuer created and issued the Senior Pledged Bond, Series 2 (as defined herein);

AND WHEREAS pursuant to the Master Indenture and the Third Supplemental Indenture, the Issuer executed and delivered the Senior Pledged Bond, Series 2 to and in favour of the Agent;

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AND WHEREAS the parties hereto are entering into this Agreement for the purpose of delivering the Senior Pledged Bond, Series 2 to the Agent on the terms and conditions of this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises, the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE l

INTERPRETATION

1.1 Definitions

All capitalized terms used herein shall, unless otherwise indicated, have the respective meanings ascribed to them in the Master Indenture or the Third Supplemental Indenture. In this Agreement, the following terms shall have the respective meanings indicated below:

" Senior Pledged Bond, Series 2 " means the Senior Pledged Bond, Series 2 Capital Markets Platform Bond in the principal amount of Three Hundred and Fifty Million Dollars ($350,000,000) issued by the Issuer pursuant to the Master Indenture and the Third Supplemental Indenture and duly authenticated by the Trustee as required by the Master Indenture.

1.2 Headings

The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof

1.3 References to Articles and Sections

Whenever in this Agreement a particular Article, Section or other portion thereof is referred to then, unless otherwise indicated, such reference pertains to the particular Article, Section or portion thereof contained herein.

ARTICLE 2

DEALINGS WITH SENIOR PLEDGED BOND, SERIES 2

2.1 Delivery of Senior Pledged Bond, Series 2

The Issuer hereby delivers the Senior Pledged Bond, Series 2 to the Agent to be held by the Agent as continuing collateral security for the Obligations of the Issuer (as defined in the Third Supplemental Indenture).

2.2 Realization

The Agent is hereby authorized, upon the occurrence of an Event of Default under the Credit Agreement and for so long as such Event of Default continues, to demand payment, in accordance with the Credit Agreement, of the Senior Pledged Bond, Series 2, without notice to, consent of or control by the Issuer. Notwithstanding that the Senior Pledged Bond, Series 2 is expressed to be payable on demand, the Agent shall have no right to and shall not demand payment unless or until an Event of Default under the Credit Agreement shall have occurred and be continuing. No payment of principal on account of any of the obligations of the Issuer under the Credit Agreement shall reduce the principal amount of the Senior Pledged Bond, Series 2. Notwithstanding the principal amount of the Senior Pledged Bond, Series 2, or the rate of interest expressed to be payable thereon, or that the Senior Pledged Bond, Series 2 is expressed to be payable on demand, the Senior Pledged Bond, Series 2 shall constitute a liability of the Issuer to the Agent only to the extent of the lesser of (i) the Obligations of the Issuer under the Credit Agreement outstanding at the

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time of calculation, and (ii) the principal amount of the Senior Pledged Bond, Series 2 and interest accrued thereon, and such liability shall be payable only in accordance with the payment provisions of the Credit Agreement.

2.3 Application of Proceeds

All proceeds of the Senior Pledged Bond, Series 2 including, without limitation, any distributions in respect thereof by the Agent, shall be applied on account of the obligations of the Issuer under, and in accordance with, the Credit Agreement without prejudice to any claim on the Issuer for any deficiency.

2.4 Cancellation

Upon full, final and irrevocable satisfaction of the obligations of the Issuer under the Credit Agreement, the Agent shall, at the request and expense of the Issuer, deliver the Senior Pledged Bond, Series 2 to the Trustee for cancellation.

2.5 Transfer

The Senior Pledged Bond, Series 2 shall not be transferable or negotiable except to a successor of the Agent pursuant to the Credit Agreement

ARTICLE 3

MISCELLANEOUS

3.1 Satisfaction of Obligations

The Senior Pledged Bond, Series 2 shall not be considered as satisfied, discharged or redeemed by any intermediate payment or satisfaction of the whole or any part of the Obligations or by reason of the account of the Issuer having ceased to be in debit.

3.2 Voting

Notwithstanding the principal amount of the Senior Pledged Bond, Series 2, the holder of the Senior Pledged Bond, Series 2 shall only be entitled to that number of votes at any meeting of Bondholders or in respect of any Special Bondholders' Resolution, Extraordinary Resolution or Majority Resolution to which would be entitled the holder of an Obligation Bond in a principal amount equal to the lesser of (i) the outstanding Obligations of the Issuer at the time of calculation, and (ii) the principal amount of the Senior Pledged Bond, Series 2 and interest accrued thereon. All of the rights of the holders of the Senior Pledged Bond, Series 2 may be divisible with respect to the entire Obligations of the Issuer, provided that such rights, other than voting rights, may only be exercised by the Agent or its agent and that voting rights relating to

- 4 -

the Senior Pledged Bond, Series 2 may only be exercised by the Agent or any Person or Persons duly appointed as proxy for voting the Senior Pledged Bond, Series 2.

3.3 No Merger

The Senior Pledged Bond, Series 2 shall not operate to merge any of the obligations of the Issuer under the Credit Agreement and no judgment recovered by or on behalf of the Agent shall operate to merge or in any way affect the security constituted by the Senior Pledged Bond, Series 2, which is in addition to and not in substitution for any other security now or hereafter held by the Agent or the Trustee.

3.4 Amendments

The Issuer shall not amend, modify or supplement the provisions of the Senior Pledged Bond, Series 2 or any other delivery agreement relating to any other series of bond issued pursuant to the Master Indenture except as provided in the Master Indenture. No amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. Nothing contained herein, in the Senior Pledged Bond, Series 2, in the Master Indenture or in the Third Supplemental Indenture shall amend, modify, vary or otherwise change the rights of the Agent under the Credit Agreement or the obligations of the Issuer thereunder or shall limit the rights of the Agent under or in respect of such obligations.

3.5 Legend

Upon the delivery of the Senior Pledged Bond, Series 2 pursuant to Section 2.1 hereof, the Senior Pledged Bond, Series 2 shall have the following legend conspicuously noted thereon:

"This AltaLink Senior Pledged Bond, Series 2 is subject to the terms and conditions of a bond delivery agreement dated as of December 15, 2010 among Altalink Investment Management Ltd. as general partner of AltaLink Investments, L.P., AltaLink Investment Management Ltd. and Royal Bank of Canada, as Agent."

Any Bond issued under the Master Indenture in substitution for or in replacement of the Senior Pledged Bond, Series 2 shall have conspicuously noted thereon the legend referred to in this Section 3.5.

3.6 Enurement

The provisions hereof shall be binding upon and shall enure to the benefit of the Issuer and the Agent under the Credit Agreement and their respective permitted successors and assigns.

3.7 Further Assurances

The Issuer shall forthwith and from time to time on demand, execute and do or cause to be executed or done· all assurances and things which 'in the opinion of the Agent may be necessary or of advantage to give the Agent so far as may be possible under any applicable law the benefit of the Senior Pledged Bond, Series 2, the Third Supplemental Indenture and the Master Indenture to secure the payment and performance of the obligations of the Issuer under the Credit Agreement.

3.8 Currency

Except where otherwise expressly provided in the Credit Agreement, all amounts In this Agreement are stated and shall be paid in Canadian currency.

- 5 -

3.9 Gender and Number

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

3.10 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or. part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision thereof.

3.11 No Waiver

No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement or constitute a continuing waiver unless otherwise expressly provided.

3.12 Governing Law, Attornment

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein and the Issuer hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta.

3.13 Acknowledgment

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date above written.



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

By:
	Name:
	Title:

By:
	Name:
	Title:

- 6 -



ALTALINK INVESTMENT
MANAGEMENT LTD.

By:
	Name:
	Title:

By:
	Name:
	Title:



ROYAL BANK OF CANADA, as Agent

By:
	Name:
	Title:

By:
	Name:
	Title:

EXHIBIT 4.97

ALTALINK INVESTMENTS, L.P.

CAPITAL MARKETS PLATFORM

Series 12-1 Supplemental Indenture

Dated as of June 5, 2012

TABLE OF CONTENTS



ARTICLE 1 INTERPRETATION	2
1.1 lnterpretation	2
1.2 Definitions	2

ARTICLE 2 TERMS OF SERIES 12-1 SENIOR BONDS	4
2.1 Terms of Series 12-1 Senior Bonds	4
2.2 Payment of Interest on Series 12-1 Senior Bonds	5
2.3 Issue of Series 12-1 Senior Bonds	5
2.4 Redemption of Series 12-1 Senior Bonds	5
2.5 Place of Redemption	5
2.6 Redemption in Part	6
2.7 Applicable Provisions	6
2.8 Negative Pledge	6

ARTICLE 3 ADDITIONAL COVENANTS	6
3.1 Use of Proceeds	6
3.2 Limitation on Additional Indebtedness	7
3.3 Limitation on Permitted Payments	7
3.4 Rating	7

ARTICLE 4 TAX COVENANTS	7
4.1 Withholding Tax	7

ARTICLE 5 OTHER MATTERS RELATING TO THE SENIOR BONDS	8
5.1 No Notice of Trusts or Equities	8
5.2 Record Date	8
5.3 Paying Agent	9
5.4 Calculation of Interest	9

ARTICLE 6 CONFIRMATION OF MASTER INDENTURE	9
6.1 Confirmation of Master Indenture	9

ARTICLE 7 ACKNOWLEDGEMENT	9
7.1 Acknowledgement	9

ARTICLE 8 ACCEPTANCE OF TRUST BY TRUSTEE	9
8.1 Acceptance of Trustee	9

ARTICLE 9 ACCOUNTING TERMS	9
9.1 Accounting Terms	9

ARTICLE 10 EXECUTION	10
10.1 Counterparts	10
10.2 Formal Date	10
10.3 Governing Law	11

ALTALINK INVESTMENTS, L.P.

SERIES 12-1 SUPPLEMENTAL INDENTURE

CAPITAL MARKETS PLATFORM SENIOR BONDS

THIS SERIES 12-1 SUPPLEMENTAL INDENTURE dated as of the 5th day of June, 2012. BETWEEN:



	ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P., a limited partnership created pursuant to the laws of the Province of Alberta (hereinafter called the "Issuer")
	OF THE FIRST PART
	-and-
	ALTALINK INVESTMENT MANAGEMENT LTD., a corporation incorporated under the laws of the Province of Alberta (the "General Partner")
	OF THE SECOND PART
	-and-
	BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on the business of a trust company in all of the provinces and territories of Canada (hereinafter called the "Trustee")
	OF THE THIRD PART

WHEREAS by a trust indenture dated as of November 21, 2005 between the Issuer, the General

Partner and the Trustee (the "Master Indenture") provision was made for the issuance of Senior Bonds of the Issuer in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;

AND WHEREAS the Issuer has agreed to create and issue pursuant to the Master Indenture and this Supplemental Indenture, Senior Bonds, Series 12-1 due on June 5, 2019 (the "Series 12-1

Senior Bonds");

AND WHEREAS the Issuer wishes to apply the net proceeds of the Series 12-1 Senior Bonds in accordance with the terms of Section 3.1 hereof;

AND WHEREAS this Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Series 12-1 Senior Bonds and to establish the terms, provisions and conditions thereof;

AND WHEREAS this Supplemental Indenture is hereinafter sometimes referred to as the

"Series 12-1 Supplemental Indenture";

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

This Series 12-1 Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Series 12-1 Supplemental Indenture, in which case the terms of this Series 12-1 Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Series 12-1 Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Master Indenture and this Series 12-1 Supplemental Indenture were contained in one instrument. The expressions used in this Series 12-1 Supplemental Indenture and in the Series 12-1 Senior Bonds which are defined in the Master Indenture shall, except as otherwise provided herein, have the meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Series 12-1 Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article, Section of, or Schedule to, this Series 12-1 Supplemental Indenture.

1.2 Definitions

In this Series 12-1 Supplemental Indenture:

"AILP Bank Facility" means the revolving credit facility established pursuant to the AILP Credit Agreement having a maximum principal amount of $300 million;

"AILP Credit Agreement" the credit agreement dated December 14, 2011 between the Issuer, the General Partner, Royal Bank of Canada (as lender and agent of all other lenders) and all other lenders who become parties to the AILP Credit Agreement, whereby the specific terms and conditions of the AILP Bank Facility are determined;

"Canada Yield Price" means the price which will provide a yield to maturity of a Series 12-1 Senior Bond equal to the average of the mid-market yields to maturity calculated by two Investment Dealers selected by the Issuer on the Business Day preceding the day on which the notice of redemption of such Series 12-1 Senior Bond is given of a Government of Canada bond if issued with the same term to maturity (calculated from the Redemption Date) plus 0.55%;

"Global Series 12-1 Senior Bond" has the meaning set forth in Section 2.1 hereof;

"Interest Payment Date" has the meaning set forth in Section 2.1 hereof;

"Interest Rate" has the meaning set forth in Section 2.1 hereof;

"Paying Agent" has the meaning set forth in Section 4.3 hereof;

"Redemption Date" means the date fixed for redemption of Series 12-1 Senior Bonds as specified in the applicable notice of redemption to the holder(s) of Series 12-1 Senior Bonds to be redeemed (or to the Depository in the case of Series 12-1 Senior Bonds represented by a Global Series 12-1 Senior Bond) pursuant to Subsection 2.4(a) or (b) as the case may be;

"Redemption Price" means:


(i.)	in the case of a redemption of Series 12-1 Senior Bonds pursuant to Subsection 2.4(a) the higher of the Canada Yield Price and the principal amount of the Series 12-1 Senior Bonds to be redeemed, together, in either case, with accrued and unpaid interest to but excluding the Redemption Date; or


(ii.)	in the case of a redemption of Series 12-1 Senior Bonds pursuant to Subsection 2.4(b) hereof, par plus accrued interest to but excluding the Redemption Date; and

"Series 12-1 Senior Bonds" means the Series of Senior Bonds issued pursuant to the Master Indenture and this Series 12-1 Supplemental Indenture.

ARTICLE 2

TERMS OF SERIES 12-1 SENIOR BONDS

2.1 Terms of Series 12-1 Senior Bonds

The Series 12-1 Senior Bonds authorized to be issued pursuant to the Master Indenture and under this Series 12-1 Supplemental Indenture shall consist of and be limited to Cdn. $250,000,000 principal amount and shall be designated as Series 12-1 Senior Bonds due June 5, 2019 and shall be referred to herein as the "Series 12-1 Senior Bonds". The Series 12-1 Senior Bonds shall be dated as of June 5, 2012, shall mature on June 5, 2019 and shall bear interest from June 5, 2012 at 3.674% per annum (for the Series 12-1 Senior Bonds such rate is the "Interest Rate"), payable semi-annually on June 5 and December 5 of each year (for the Series 12-1 Senior Bonds, each such date is an "Interest Payment Date"), commencing on December 5, 2012 after as well as before maturity and after as well as before default and judgment, with interest on amounts in default at the same rate.

The Series 12-1 Senior Bonds shall be issued as a registered Senior Bond initially in the form of a Global Bond ("Global Series 12-1 Senior Bond") registered in the name of a Depository (being, initially, CDS & Co. as nominee of CDS Clearing and Depository Services Inc.) and held by that Depository in the form appended as Schedule "A" hereto. The provisions of Article 3 of the Master Indenture shall apply to the issuance and administration of such Global Series 12-1 Senior Bond. The Series 12-1 Senior Bonds are Obligation Bonds and Senior Bonds of the Issuer and are unsecured.

If certified Series 12-1 Senior Bonds are to be registered in the name of a person other than the Depository, or its nominee, in exchange for the Global Series 12-1 Senior Bond in accordance with the terms of the Master Indenture, the Issuer shall supply the Trustee with a sufficient number of certificates substantially in the form determined by the Issuer which shall contain the appropriate conditions of such Series 12-1 Senior Bonds as described herein , with the signatures of two Authorized Officers printed, engraved, lithographed or otherwise mechanically reproduced thereon, to facilitate all subsequent exchanges, transfers and replacement of Series12-1 Senior Bonds.

2.2 Payment of Interest on Series 12-1 Senior Bonds

The Issuer and the Trustee, as Paying Agent for the Series 12-1 Senior Bonds, acknowledge and agree that, in respect of any Series 12-1 Senior Bonds that are represented by a Global Series 12-1 Senior Bond, interest shall be payable on the Series 12-1 Senior Bonds as contemplated herein and the Issuer shall be responsible for ensuring that sufficient funds are available in an account with, and maintained by the Depository no later than 11 :00 a.m. (Toronto time) on the Interest Payment Dates . In all other cases, interest is payable on the Series 12-1 Senior Bonds in accordance with the Master Indenture.

2.3 Issue of Series 12-1 Senior Bonds

Series 12-1 Senior Bonds, or a Global Series 12-1 Senior Bond representing one or more Series 12-1 Senior Bonds, up to the aggregate principal amount of $250,000,000 shall forthwith be duly executed by the Issuer in accordance with the Master Indenture and this Series 12-1 Supplemental Indenture and delivered to the Trustee, and shall thereupon be certified by or on · behalf of the Trustee and delivered to or to the order of the Issuer upon the written direction of the Issuer, without the Trustee receiving any consideration therefor, but only upon receipt by the Trustee of such written certification along with delivery of the documents referred to in the Master Indenture.

2.4 Redemption of Series 12-1 Senior Bonds

(a)

Prior to March 5, 2019, the Series 12-1 Senior Bonds will be redeemable, at the Issuer's option, in whole or in part at any time and from time to time, on not more than sixty (60) and not less than thirty (30) days' notice prior to the Redemption Date specified in such notice to the holder(s) of the Series 12-1 Senior Bonds to be redeemed (or to the Depository in the case of Series 12-1 Senior Bonds represented by a Global Series 12-1 Senior Bond), at the applicable Redemption Price thereof.

(b)

On or after March 5, 2019 (three months prior to the maturity date of the Series 12-1 Senior Bonds), the Series 12-1 Senior Bonds are redeemable, in whole, at the Issuer's option, at any time prior to maturity, on not more than sixty (60) and not less than thirty (30) days' notice prior to the Redemption Date specified in such notice to the holder(s) of the Series 12-1 Senior Bonds to be redeemed (or the Depository in the case of the Serious 12-1 Senior Bond represented by Global Series 12-1 Senior Bond), which Redemption Notice may be given prior to March 5, 2019, at the applicable Redemption Price thereof.

2.5 Place of Redemption

The place where the Series 12-1 Senior Bonds to be redeemed are to be surrendered for payment of the Redemption Price shall be at the principal office of the Trustee in Toronto, Ontario. However, the Trustee and the Issuer acknowledge and agree that, in respect of any of the Series 12-1 Senior Bonds that are represented by a Global Series 12-1 Senior Bond registered in the name of a Depository , and interests in the Series 12-1 Senior Bonds underlying such Global Senior Bond are represented within the Depository system through book entry accounts of participants, the applicable Redemption Price is payable to the Depository and the Issuer or the Trustee may make payment thereof by electronic funds transfer to the Depository , to such account as the Depository may direct, no later than 11 :00 a.m. (Toronto Time) on the applicable Redemption Date, or by an alternate method of payment acceptable to the Depository, the Issuer and the Trustee, for distribution to the holders of Series 12-1 Senior Bonds underlying the Global Series 12-1 Senior Bond which are being redeemed. If these payment methods are not available to the Issuer, and provided that the Depository has not given notification to the contrary, the Issuer or the Trustee may make payment by cheque payable to the Depository (which may be post-dated to the applicable Interest Payment Date) and delivered to the Depository at least two (2) Business Days prior to the

applicable Redemption Date. The electronic transfer of funds or effecting payment by such other means, such as delivery of such cheque (in which case payment is to be made in a manner whereby the holder receives credit or such payment on the Redemption Date), satisfies and discharges the liability for the Redemption Price for those Series 12-1 Senior Bonds represented by the Global Series 12-1 Senior Bond to the extent of the sum represented thereby unless, in the case of payment by cheque, the same is not paid on presentation.

2.6 Redemption in Part

Where the Issuer has elected under Subsection 2.4(a) to redeem Series 12-1 Senior Bonds only in part, each Series 12-1 Senior Bond will be redeemed in part, pro rata , and the Issuer will issue new Series 12 - 1 Senior Bonds to the holders thereof as contemplated by Section 3.21 of the Master Indenture.

2.7 Applicable Provisions

Save as set out in this Article 2 to the contrary, the redemption of any Series 12-1 Senior Bonds under the opt i onal redemption feature in this Supplemental Indenture shall be conducted in accordance with Sections 3 . 16 to 3 . 22 of the Master Indenture.

2.8 Negative Pledge

Save and except for Permitted Encumbrances, the Issuer will not create, assume or suffer to exist any Security Interest on any of its assets, whether now owned or hereafter acquired, unless at the same time it shall secure the Series 12-1 Senior Bonds then outstanding on a pari passu basis.

ARTICLE 3

ADDITIONAL COVENANTS

3.1 Use of Proceeds

The net proceeds of the Series 12-1 Senior Bonds shall be used by the Issuer to repay all Indebtedness outstanding under the AILP Bank Facility, to invest in additional ALP limited partnership units, to repay, in whole or in part, Indebtedness under the Series 05-1 Senior Bonds, and, thereafter, for working capital purposes.

3.2 Limitation on Additional Indebtedness


(a)	no Default or Event of Default has occurred and is continuing under the Master Indenture or any Supplemental Indenture on that date;


(b)	during the prior four (4) fiscal quarters of the Issuer, the ratio of EBITDA of the Issuer to Funded Debt Service was equal to or greater than 2.25: 1.0; and


(c)	the Issuer delivers to the Trustee an Officer's Certificate certifying as to the matter in Paragraphs (a) and (b) above.

This Section 3.2 does not apply to ALP notwithstanding that it is a Subsidiary.

3.3 Limitation on Permitted Payments

Notwithstanding anything in Section 4.1 of the Master Indenture to the contrary, the Issuer will not make any Permitted Payments unless:


(a)	no Default or Event of Default has occurred and is continuing under the Master Indenture or any Supplemental Indenture on that date;


(b)	after giving effect to the proposed Permitted Payment, the ratio of EBITDA of the Issuer calculated on a pro-forma basis for the next twelve (12) months to Funded Debt Service for such period will equal or exceed 2 . 5: 1 . 0 ; and


(c)	the Issuer deli v ers to the Trustee an Officer's Certificate certifying as to the matter in Paragraphs (a) and (b) above.

3.4 Rating

The Issuer shall maintain a rating on the Series 12-1 Senior Bonds by at least one of the Rating Agencies.

ARTICLE 4

TAX COVENANTS

4.1 Withholding Tax


(a)	if it is necessary for the Issuer to identify the beneficial ownership of a Senior Bond it shall consult with such person as may be required in order to determine the beneficial ownership of the Series 12-1 Senior Bonds for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;


(b)	may, if appropriate, deduct and withhold the Required Amount from payments made or due under this Indenture;


(c)	shall, if it deducts and withholds the Required Amount, remit the Required Amount to the relevant Governmental Authority within the time required by applicable law;


(d)	shall, if it deducts and withholds the Required Amount, promptly forward to a Senior Bondholder a certified copy of the official receipt or other documentation satisfactory to the Trustee evidencing the payment of the Required Amount to such Governmental Authority; and

(e)

shall not be responsible to increase or "gross up" any payment to any Senior Bondholder or to the Trustee on behalf of any Senior Bondholder and shall be entitled to reduce the amount of each such payment by the Required Amount, if the Issuer has deducted and withheld the Required Amount, and the payment made to any Senior Bondholder or Trustee on behalf of any Senior Bondholder shall be deemed to have been made in full.

ARTICLE 5

OTHER MATTERS RELATING TO THE SENIOR BONDS

5.1 No Notice of Trusts or Equities

Neither the Issuer nor the Trustee nor any of their respective directors, officers or employees shall be bound to see to the execution of any trust affecting the ownership of any Series 12-1 Senior Bond or be affected by notice of any equity that may be subsisting in respect thereof.

5.2 Record Date

The record date for purposes of payment of principal, Redemption Price and interest on the Series 12-1 Senior Bonds is as of 11:00 a.m. (Toronto time) on the date that is three (3) Business Days prior to the maturity date, any Redemption Date or any Interest Payment Date, as applicable, for such Series 12-1 Senior Bonds. Principal of, Redemption Price and interest on such Series 12-1 Senior Bonds are payable to the Person registered in the register on the relevant record date as the holder of such Series 12-1 Senior Bonds. Where any of the Series 12-1 Senior Bonds are represented by a Global Series 12-1 Senior Bond registered in the name of a Depository, and interests in the Series 12-1 Senior Bonds underlying such Global Series 12-1 Senior Bond are represented within the depository system through book entry accounts of participants, the record date is intended to identify the entitlements of such participants, rather than the Depository, to the payment to be made on the ensuing payment date. The Trustee shall not be required to register any transfer or exchange of such Series 12-1 Senior Bonds during the period after any record date to the corresponding payment date.

5.3 Paying Agent

The Paying Agent for the Series 12-1 Senior Bonds shall be the Trustee at its principal office in Toronto, Ontario.

5.4 Calculation of Interest

Whenever it is necessary to calculate any amount of interest in respect of the Series 12-1 Senior Bonds for a period of less than one (1) full year, such interest shall be calculated on the basis of the number of days in the period and a year of three hundred and sixty-five (365) days, or if such period falls entirely within a leap year, three hundred and sixty-six (366) days.

ARTICLE 6

CONFIRMATION OF MASTER INDENTURE

6.1 Confirmation of Master Indenture

The Master Indenture, as supplemented to the date hereof and as further supplemented by this Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 7

ACKNOWLEDGEMENT

7.1 Acknowledgement

ARTICLE 8

ACCEPTANCE OF TRUST BY TRUSTEE

8.1 Acceptance of Trustee

This Trustee hereby accepts the trusts in this Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE9

ACCOUNTING TERMS

9.1 Accounting Terms

Unless otherwise specified all accounting terms used herein shall be construed in accordance with GAAP as now or hereafter established by International Financial Reporting Standards, in each case consistently applied by the Issuer, and all financial data submitted pursuant to this Series 12-1 Supplemental Indenture shall be prepared in accordance with such principles. Notwithstanding the foregoing, the provisions of Section l.lO(a) of the Master Indenture with respect to changes in accounting principles, shall continue in full force and effect and are hereby confirmed.

ARTICLE 10

EXECUTION

10.1 Counterparts

10.2 Formal Date

For the purposes of convenience, this Supplemental Indenture may be referred to as bearing a formal date of June 5, 2012 irrespective of the actual date of execution hereof.

10.3 Governing Law

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

IN WITNESS OF WHICH the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf .



ALTALINK INVESTMENT MANAGMENT LTD., as general partner of ATALINK INVESTMENTS, L.P.

Per:	/s/ Robert W. Schmidt
	Name:	Robert W. Schmidt
	Title:	Vice President, Finance
Per:	/s/ Nicolas Poplemon
	Name:	Nicolas Poplemon
	Title:	Director



ALTALINK INVESTMENT MANAGMENT LTD.,

Per:	/s/ Robert W. Schmidt
	Name:	Robert W. Schmidt
	Title:	Vice President, Finance
Per:	/s/ Nicolas Poplemon
	Name:	Nicolas Poplemon
	Title:	Director



BNY TRUST COMPANY OF CANADA

Per:	/s/ Robert Solis
	Name:	Robert Solis
	Title:	Authorized Signatory

EXHIBIT 4.98

ALTALINK INVESTMENTS, L.P.

CAPITAL MARKETS PLATFORM

Series 13-1 Supplemental Indenture

Dated as of April 9, 2013

TABLE OF CONTENTS



ARTICLE 1 INTERPRETATION		2
	1.1 Interpretation	2
	1.2 Definitions	2

ARTICLE 2 TERMS OF SERIES 13-1 SENIOR BONDS		4
	2.1 Terms of Series 13-1 Senior Bonds	4
	2.2 Payment of Interest on Series 13-1 Senior Bonds	5
	2.3 Issue of Series 13-1 Senior Bonds	5
	2.4 Redemption of Series 13-1 Senior Bonds	6
	2.5 Place of Redemption	6
	2.6 Redemption in Part	6
	2.7 Applicable Provisions	7
	2.8 Negative Pledge	7

ARTICLE 3 ADDITIONAL COVENANTS		7
	3.1 Use of Proceeds	7
	3.2 Limitation on Additional Indebtedness	7
	3.3 Limitation on Permitted Payments	7
	3.4 Rating	8

ARTICLE 4 TAX COVENANTS		8
	4.1 Withholding Tax	8

ARTICLE 5 OTHER MATTERS RELATING TO THE SENIOR BONDS		9
	5.1 No Notice of Trusts or Equities	9
	5.2 Record Date	9
	5.3 Paying Agent	9
	5.4 Calculation of Interest	9

ARTICLE 6 CONFIRMATION OF MASTER INDENTURE		9
	6.1 Confirmation of Master Indenture	9

ARTICLE 7 ACKNOWLEDGEMENT		10
	7.1 Acknowledgement	10

ARTICLE 8 ACCEPTANCE OF TRUST BY TRUSTEE		10
	8.1 Acceptance of Trustee	10

ARTICLE 9 ACCOUNTING TERMS		10
	9.1 Accounting Terms	10

ARTICLE 10 EXECUTION		10
	10.1 Counterparts	10
	10.2 Formal Date	10
	10.3 Governing Law	10

ALTALINK INVESTMENTS, L.P.

SERIES 13-1 SUPPLEMENTAL INDENTURE

CAPITAL MARKETS PLATFORM SENIOR BONDS

THIS SERIES 13-1 SUPPLEMENTAL INDENTURE dated as of the 9th day of April, 2013.

BETWEEN:

ALTALINK INVESTMENT MANAGEMENT LTD., as general

partner of ALTALINK INVESTMENTS, L.P., a limited partnership created pursuant to the laws of the Province of Alberta

(hereinafter called the " Issuer ")

OF THE FIRST PART

- and -

ALTALINK INVESTMENT MANAGEMENT LTD., a corporation incorporated under the laws of the Province of Alberta

(the " General Partner ")

OF THE SECOND PART

- and -

BNY TRUST COMPANY OF CANADA, a trust company incorporated

under the laws of Canada and authorized to carry on the business of a trust

company in all of the provinces and territories of Canada

(hereinafter called the " Trustee ")

OF THE THIRD PART

WHEREAS by a trust indenture dated as of November 21, 2005 between the Issuer, the General Partner and the Trustee (the " Master Indenture ") provision was made for the issuance of Senior Bonds of the Issuer in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;

AND WHEREAS the Issuer has agreed to create and issue pursuant to the Master Indenture and this Supplemental Indenture, Senior Bonds, Series 13-1 due on June 5, 2020 (the " Series 13-1 Senior Bonds ");

AND WHEREAS the Issuer wishes to apply the net proceeds of the Series 13-1 Senior Bonds in accordance with the terms of Section 3.1 hereof;

AND WHEREAS this Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Series 13-1 Senior Bonds and to establish the terms, provisions and conditions thereof;

AND WHEREAS this Supplemental Indenture is hereinafter sometimes referred to as the "Series 13-1 Supplemental Indenture";

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

This Series 13-1 Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Series 13-1 Supplemental Indenture, in which case the terms of this Series 13-1 Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Series 13-1 Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Master Indenture and this Series 13-1 Supplemental Indenture were contained in one instrument. The expressions used in this Series 13-1 Supplemental Indenture and in the Series 13-1 Senior Bonds which are defined in the Master Indenture shall, except as otherwise provided herein, have the meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Series 13-1 Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article, Section of, or Schedule to, this Series 13-1 Supplemental Indenture.

1.2 Definitions

In this Series 13-1 Supplemental Indenture:

" AILP Bank Facility " means the revolving credit facility established pursuant to the AILP Credit Agreement having a maximum principal amount of $300 million;

" AILP Credit Agreement " the amended and restated credit agreement dated December 14, 2011, as subsequently amended, between the Issuer, the General Partner, Royal Bank of Canada (as lender and agent of all other lenders) and all other lenders who become parties to the AILP

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Credit Agreement, whereby the specific terms and conditions of the AILP Bank Facility are determined;

" Canada Yield Price " means the price which will provide a yield to maturity of a Series 13-1 Senior Bond equal to the average of the mid-market yields to maturity calculated by two Investment Dealers selected by the Issuer on the Business Day preceding the day on which the notice of redemption of such Series 13-1 Senior Bond is given of a Government of Canada bond if issued with the same term to maturity (calculated from the Redemption Date) plus 0.44%;

" Construction Debt " means, at any time, on a consolidated basis, Indebtedness incurred to fund the construction of any asset required by the Issuer for the Business including the costs to purchase any related equipment provided that such asset and equipment will form part of the rate base regulated by the Alberta Utilities Commission;

" Depository " means, with respect to Bonds of any Series issuable in whole or in part in the form of one or more Global Bonds, a clearing agency (registered, if required, under the securities legislation governing such Series) that is designated to act as depository for such Bonds pursuant to the provisions of the Supplemental Indenture authorizing such Series of Bonds;

" EBITDA " means at any time, on a consolidated basis, in respect of any fiscal period, the consolidated net income of the Issuer in such fiscal period excluding any amounts related to depreciation, amortization and all non-cash charges, interest, allowance for debt funds used during construction, gain or loss on sale of assets, extraordinary items, and income taxes, all determined in accordance with GAAP;

" Funded Debt " means, at any time, on a consolidated basis, the Indebtedness and any other obligations of the Issuer which are considered to constitute debt in accordance with GAAP (but excluding Construction Debt) after deducting cash and cash equivalents therefrom, including indebtedness for borrowed money, interest bearing liabilities, indebtedness secured by Purchase Money Obligations and the redemption price of any securities issued by the Issuer having attributes substantially similar to debt (such as securities which are redeemable at the option of the holder); but excluding accounts payable and other short term non-interest bearing liabilities, regulatory liabilities, asset retirement obligations, future income taxes (both current and long- term) and Subordinated Debt;

" Funded Debt Service " means, at any time, on a consolidated basis, (i) the aggregate amount of interest and other fees and expenses paid in respect of Funded Debt in respect of the immediately preceding twelve (12) month period plus, (ii) the aggregate amount of payments (except with respect to any principal portion thereof) which are scheduled to be made in respect of capital leases in the following twelve (12) month period;

" Global Series 13-1 Senior Bond " has the meaning set forth in Section 2.1 hereof;

" Interest Payment Date " has the meaning set forth in Section 2.1 hereof;

" Interest Rate " has the meaning set forth in Section 2.1 hereof;

" Paying Agent " has the meaning set forth in Section 5.3 hereof;

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" Redemption Date " means the date fixed for redemption of Series 13-1 Senior Bonds as specified in the applicable notice of redemption to the holder(s) of Series 13-1 Senior Bonds to be redeemed (or to the Depository in the case of Series 13-1 Senior Bonds represented by a Global Series 13-1 Senior Bond) pursuant to Subsection 2.4(a) or (b) as the case may be;

" Redemption Price " means:


(i)	in the case of a redemption of Series 13-1 Senior Bonds pursuant to Subsection 2.4(a) hereof, the higher of the Canada Yield Price and the principal amount of the Series 13-1 Senior Bonds to be redeemed, together, in either case, with accrued and unpaid interest to but excluding the Redemption Date; or


(ii)	in the case of a redemption of Series 13-1 Senior Bonds pursuant to Subsection 2.4(b) hereof, the principal amount of the Series 13-1 Senior Bonds to be redeemed plus accrued and unpaid interest to but excluding the Redemption Date; and

" Series 13-1 Senior Bonds " means the Series of Senior Bonds issued pursuant to the Master Indenture and this Series 13-1 Supplemental Indenture.

ARTICLE 2

TERMS OF SERIES 13-1 SENIOR BONDS

2.1 Terms of Series 13-1 Senior Bonds

The Series 13-1 Senior Bonds authorized to be issued pursuant to the Master Indenture and under this Series 13-1 Supplemental Indenture shall consist of and be limited to Cdn. $200,000,000 principal amount and shall be designated as Series 13-1 Senior Bonds due June 5, 2020 and shall be referred to herein as the "Series 13-1 Senior Bonds". The Series 13-1 Senior Bonds shall be dated as of April 9, 2013, shall mature on June 5, 2020 and shall bear interest from and including April 9, 2013 at 3.265% per annum (for the Series 13-1 Senior Bonds such rate is the "Interest Rate"), payable semi-annually on June 5 and December 5 of each year (for the Series 13-1 Senior Bonds, each such date is an "Interest Payment Date"), commencing on December 5, 2013 after as well as before maturity and after as well as before default and judgment, with interest on amounts in default at the same rate.

The Series 13-1 Senior Bonds shall be issued as a registered Senior Bond initially in the form of a Global Bond ("Global Series 13-1 Senior Bond") registered in the name of a Depository (being, initially, CDS & Co. as nominee of CDS Clearing and Depository Services Inc.) and held by that Depository in the form appended as Schedule "A'' hereto. The provisions of Article 3 of the Master Indenture shall apply to the issuance and administration of such Global Series 13-1 Senior Bond. The Series 13-1 Senior Bonds are Obligation Bonds and Senior Bonds of the Issuer and are unsecured.

If certified Series 13-1 Senior Bonds are to be registered in the name of a person other than the Depository, or its nominee, in exchange for the Global Series 13-1 Senior Bond in accordance with the terms of the Master Indenture, the Issuer shall supply the Trustee with a sufficient number of certificates substantially in the form determined by the Issuer which shall contain the

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appropriate conditions of such Series 13-1 Senior Bonds as described herein, with the signatures of two Authorized Officers printed, engraved, lithographed or otherwise mechanically reproduced thereon, to facilitate all subsequent exchanges, transfers and replacement of Series 13-1 Senior Bonds.

2.2 Payment of Interest on Series 13-1 Senior Bonds

The Issuer and the Trustee, as Paying Agent for the Series 13-1 Senior Bonds, acknowledge and agree that, in respect of any Series 13-1 Senior Bonds that are represented by a Global Series 13-1 Senior Bond, interest is payable on the Series 13-1 Senior Bonds as contemplated herein. The Issuer is responsible for ensuring that sufficient funds are available in an account with, and maintained by the Depository no later than 11:00 a.m. (Toronto time) on the Interest Payment Dates. However, the Trustee, as Paying Agent, and the Issuer acknowledge and agree that, in respect of the Series 13-1 Senior Bonds that are represented by a Global Series 13-1 Senior Bond registered in the name of a Depository and interests in the Series 13-1 Senior Bonds underlying such Global Senior Bond are represented within the Depository's system through book entry accounts of participants, the applicable interest amount is payable to the Depository and the Issuer or the Trustee, as Paying Agent, may make payment thereof by electronic funds transfer to the Depository, to such account as the Depository may direct, no later than 11:00 a.m. (Toronto Time) on the applicable Interest Payment Date, or by an alternate method of payment acceptable to the Depository, the Issuer and the Trustee (as Paying Agent), for distribution to the holders of Series 13-1 Senior Bonds underlying the Global Series 13-1 Senior Bond. If these payment methods are not available to the Issuer, and provided that the Depository has not given notification to the contrary, the Issuer or the Trustee, as Paying Agent, may make payment by cheque payable to the Depository (which may be post-dated to the applicable Interest Payment Date) and delivered to the Depository at least five Business Days prior to the applicable Interest Payment Date. The electronic transfer of funds or effecting payment by such other means, such as delivery of such cheque (in which case payment is to be made in a manner whereby the holder receives credit or such payment on the applicable Interest Payment Date), satisfies and discharges the liability for the accrued interest on the Outstanding Principal Amount of the Series 13-1 Senior Bonds represented by the Global Series 13-1 Senior Bond to the extent of the sum represented thereby unless, in the case of payment by cheque, the same is not paid on presentation. In all other cases, interest is payable on the Series 13-1 Senior Bonds in accordance with the Master Indenture. Payment of any funds by the Trustee, as Paying Agent, to the Depository or otherwise in connection with the Issuer's payment of interest, in whole or in part, on the Series 13-1 Senior Bonds is made on behalf of the Issuer.

2.3 Issue of Series 13-1 Senior Bonds

Series 13-1 Senior Bonds, or a Global Series 13-1 Senior Bond representing one or more Series 13-1 Senior Bonds, up to the aggregate principal amount of $200,000,000 shall forthwith be duly executed by the Issuer in accordance with the Master Indenture and this Series 13-1 Supplemental Indenture and delivered to the Trustee, and shall thereupon be certified by or on behalf of the Trustee and delivered to or to the order of the Issuer upon the written direction of the Issuer, without the Trustee receiving any consideration therefor, but only upon receipt by the Trustee of such written certification along with delivery of the documents referred to in the Master Indenture.

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2.4 Redemption of Series 13-1 Senior Bonds

(a)

Prior to March 5, 2020, the Series 13-1 Senior Bonds are redeemable, at the Issuer's option, in whole or in part at any time and from time to time, on not more than 60 and not less than 30 days' notice prior to the Redemption Date specified in such notice to the holder(s) of the Series 13-1 Senior Bonds to be redeemed (or to the Depository in the case of Series 13-1 Senior Bonds represented by a Global Series 13-1 Senior Bond), at the applicable Redemption Price thereof.

(b)

On or after March 5, 2020 (three months prior to the maturity date of the Series 13-1 Senior Bonds), the Series 13-1 Senior Bonds are redeemable, in whole, at the Issuer's option, at any time prior to maturity, on not more than 60 and not less than 30 days' notice prior to the Redemption Date specified in such notice to the holder(s) of the Series 13-1 Senior Bonds to be redeemed (or the Depository in the case of Series 13-1 Senior Bonds represented by a Global Series 13-1 Senior Bond), which redemption notice may be given prior to March 5, 2020, at the applicable Redemption Price thereof.

2.5 Place of Redemption

The place where the Series 13-1 Senior Bonds to be redeemed are to be surrendered for payment of the Redemption Price shall be at the principal office of the Trustee in Toronto, Ontario. However, the Trustee and the Issuer acknowledge and agree that, in respect of any of the Series 13-1 Senior Bonds that are represented by a Global Series 13-1 Senior Bond registered in the name of a Depository , and interests in the Series 13-1 Senior Bonds underlying such Global Senior Bond are represented within the Depository system through book entry accounts of participants, the applicable Redemption Price is payable to the Depository and the Issuer or the Trustee may make payment thereof by electronic funds transfer to the Depository, to such account as the Depository may direct, no later than 11:00 a.m. (Toronto Time) on the applicable Redemption Date, or by an alternate method of payment acceptable to the Depository, the Issuer and the Trustee, for distribution to the holders of Series 13-1 Senior Bonds underlying the Global Series 13-1 Senior Bond which are being redeemed. If these payment methods are not available to the Issuer, and provided that the Depository has not given notification to the contrary, the Issuer or the Trustee may make payment by cheque payable to the Depository (which may be post-dated to the applicable Redemption Date) and delivered to the Depository at least two Business Days prior to the applicable Redemption Date. The electronic transfer of funds or effecting payment by such other means, such as delivery of such cheque (in which case payment is to be made in a manner whereby the holder receives credit or such payment on the Redemption Date), satisfies and discharges the liability for the Redemption Price for those Series 13-1 Senior Bonds represented by the Global Series 13-1 Senior Bond to the extent of the sum represented thereby unless, in the case of payment by cheque, the same is not paid on presentation.

2.6 Redemption in Part

Where the Issuer has elected under Subsection 2.4(a) to redeem Series 13-1 Senior Bonds only in part, each Series 13-1 Senior Bond will be redeemed in part, pro rata, and the Issuer will issue

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new Series 13-1 Senior Bonds to the holders thereof as contemplated by Section 3.21 of the Master Indenture.

2.7 Applicable Provisions

Save as set out in this Article 2 to the contrary, the redemption of any Series 13-1 Senior Bonds under the optional redemption feature in this Supplemental Indenture shall be conducted in accordance with Sections 3.16 to 3.22 of the Master Indenture.

2.8 Negative Pledge

Save and except for Permitted Encumbrances, the Issuer will not create, assume or suffer to exist any Security Interest on any of its assets, whether now owned or hereafter acquired, unless at the same time it shall secure the Series 13-1 Senior Bonds then outstanding on a pari passu basis.

ARTICLE 3

ADDITIONAL COVENANTS

3.1 Use of Proceeds

The net proceeds of the Series 13-1 Senior Bonds shall be used by the Issuer to repay all Indebtedness outstanding under the AILP Bank Facility, to invest in additional ALP limited partnership units, and, thereafter, for working capital purposes.

3.2 Limitation on Additional Indebtedness


(a)	no Default or Event of Default has occurred and is continuing under the Master Indenture or any Supplemental Indenture on that date;


(b)	during the prior four (4) fiscal quarters of the Issuer, the ratio of EBITDA of the Issuer to Funded Debt Service was equal to or greater than 2.25:1.0; and


(c)	the Issuer delivers to the Trustee an Officer's Certificate certifying as to the matter in Paragraphs (a) and (b) above.

This Section 3.2 does not apply to ALP notwithstanding that it is a Subsidiary.

3.3 Limitation on Permitted Payments

Notwithstanding anything in Section 4.1 of the Master Indenture to the contrary, the Issuer will not make any Permitted Payments unless:


(a)	no Default or Event of Default has occurred and is continuing under the Master Indenture or any Supplemental Indenture on that date;

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(b)	after giving effect to the proposed Permitted Payment, the ratio of EBITDA of the Issuer calculated on a pro-forma basis for the next twelve (12) months to Funded Debt Service for such period will equal or exceed 2.5:1.0; and


(c)	the Issuer delivers to the Trustee an Officer's Certificate certifying as to the matter in Paragraphs (a) and (b) above.

3.4 Rating

The Issuer shall maintain a rating on the Series 13-1 Senior Bonds by at least one of the Rating Agencies.

ARTICLE 4

TAX COVENANTS

4.1 Withholding Tax


(a)	if it is necessary for the Issuer to identify the beneficial ownership of a Senior Bond it shall consult with such person as may be required in order to determine the beneficial ownership of the Series 13-1 Senior Bonds for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;


(b)	may, if appropriate, deduct and withhold the Required Amount from payments made or due under this Indenture;


(c)	shall, if it deducts and withholds the Required Amount, remit the Required Amount to the relevant Governmental Authority within the time required by applicable law;


(d)	shall, if it deducts and withholds the Required Amount, promptly forward to a Senior Bondholder a certified copy of the official receipt or other documentation satisfactory to the Trustee evidencing the payment of the Required Amount to such Governmental Authority; and

(e)

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ARTICLE 5

OTHER MATTERS RELATING TO THE SENIOR BONDS

5.1 No Notice of Trusts or Equities

Neither the Issuer nor the Trustee nor any of their respective directors, officers or employees shall be bound to see to the execution of any trust affecting the ownership of any Series 13-1 Senior Bond or be affected by notice of any equity that may be subsisting in respect thereof.

5.2 Record Date

The record date for purposes of payment of principal, Redemption Price and interest on the Series 13-1 Senior Bonds is as of 11:00 a.m. (Toronto time) on the date that is three (3) Business Days prior to the maturity date, any Redemption Date or any Interest Payment Date, as applicable, for such Series 13-1 Senior Bonds. Principal of, Redemption Price and interest on such Series 13-1 Senior Bonds are payable to the Person registered in the register on the relevant record date as the holder of such Series 13-1 Senior Bonds. Where any of the Series 13-1 Senior Bonds are represented by a Global Series 13-1 Senior Bond registered in the name of a Depository, and interests in the Series 13-1 Senior Bonds underlying such Global Series 13-1 Senior Bond are represented within the depository system through book entry accounts of participants, the record date is intended to identify the entitlements of such participants, rather than the Depository, to the payment to be made on the ensuing payment date. The Trustee shall not be required to register any transfer or exchange of such Series 13-1 Senior Bonds during the period after any record date to the corresponding payment date.

5.3 Paying Agent

The paying agent for the Series 13-1 Senior Bonds is the Trustee at its principal office in Toronto, Ontario (the " Paying Agent ").

5.4 Calculation of Interest

Whenever it is necessary to calculate any amount of interest in respect of the Series 13-1 Senior Bonds for a period of less than one (1) full year, such interest shall be calculated on the basis of the number of days in the period and a year of three hundred and sixty-five (365) days, or if such period falls entirely within a leap year, three hundred and sixty-six (366) days. The number of days in any period for which interest on Series 13-1 Senior Bonds accrues and is to be paid is counted from and including the first day in such period to but excluding the applicable Interest Payment Date, Redemption Date or date of maturity, as applicable.

ARTICLE 6

CONFIRMATION OF MASTER INDENTURE

6.1 Confirmation of Master Indenture

The Master Indenture, as supplemented to the date hereof and as further supplemented by this Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

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ARTICLE 7

ACKNOWLEDGEMENT

7.1 Acknowledgement

ARTICLE 8

ACCEPTANCE OF TRUST BY TRUSTEE

8.1 Acceptance of Trustee

This Trustee hereby accepts the trusts in this Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 9

ACCOUNTING TERMS

9.1 Accounting Terms

Unless otherwise specified all accounting terms used herein shall be construed in accordance with GAAP as now or hereafter established by International Financial Reporting Standards, in each case consistently applied by the Issuer, and all financial data submitted pursuant to this Series 13-1 Supplemental Indenture shall be prepared in accordance with such principles. Notwithstanding the foregoing, the provisions of Section 1.10(a) of the Master Indenture with respect to changes in accounting principles, shall continue in full force and effect and are hereby confirmed.

ARTICLE 10

EXECUTION

10.1 Counterparts

10.2 Formal Date

For the purposes of convenience, this Supplemental Indenture may be referred to as bearing a formal date of April 9, 2013 irrespective of the actual date of execution hereof.

10.3 Governing Law

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

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IN WITNESS OF WHICH the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.



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

Per:		/s/ Robert W. Schmidt
		Name: Robert W. Schmidt
		Title: Vice President, Finance


Per:		/s/ Nicolas Poplemon
		Name: Nicolas Poplemon
		Title: Director



ALTALINK INVESTMENT MANAGEMENT LTD.

Per:		/s/ Robert W. Schmidt
		Name: Robert W. Schmidt
		Title: Vice President, Finance


Per:		/s/ Nicolas Poplemon
		Name: Nicolas Poplemon
		Title: Director



BNY TRUST COMPANY OF CANADA

Per:		/s/ J. Steven Broude
		Name: J. Steven Broude
		Title: Authorized Signatory

EXHIBIT 4.99

ALTALINK, L.P.

-and-

ALTALINK MANAGEMENT LTD .

-and-

BMO TRUST COMPANY

AMENDED AND RESTATED

MASTER TRUST INDENTURE

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TABLE OF CONTENTS
		Page

ARTICLE 1 DEFINITIONS AND INTERPRETATION		2
1.1	Definitions	2
1.2	Publication	18
1.3	Number and Gender	18
1.4	Invalidity, etc.	19
1.5	Headings, etc.	19
1.6	Governing Law	19
1.7	Jurisdiction	19
1.8	References	19
1.9	Currency	19
1.10	Generally Accepted Accounting Principles	19
1.11	Actions on Days Other than Business Days	20
1.12	General Provisions as to Certificates, Opinions, etc.	20
1.13	Meaning of "Outstanding" for Certain Purposes	21
1.14	Amendment and Restatement	22

ARTICLE 2 CAPITAL MARKETS PLATFORM INDEBTEDNESS		22
2.1	Establishment of Capital Markets Platform	22
2.2	Form of Indebtedness	23
2.3	Issuance and Delivery of Bonds	23
2.4	Conditions Precedent to Delivery of Any Series	23
2.5	Additional Conditions Precedent to Delivery of Refunding Bonds	26
2.6	Application of Proceeds of Bonds	27
2.7	Terms	27
2.0	Mandatory Provisions of Pledged Bonds	27
2.9	Mandatory Provisions of Subordinated Bonds	28

ARTICLE 3 GENERAL TERMS AND PROVISIONS OF BONDS		34
3.1	Bonds Generally	34
3.2	Payment Dates	35
3.3	Legends	35
3.4	Form of Legend of Global Bonds	35
3.5	Place and Medium of Payment	35
3.6	Forms and Denominations	36
3.7	interchangeability of Bonds	36
3.8	Negotiability, Transfer and Registry	37
3.9	Regulations with Respect to Exchanges and Transfers	40
3.10	Bonds Mutilated, Defaced, Destroyed, Stolen or Lost	41
3.11	Preparation of Definitive Bonds and Temporary Bonds	41
3.12	Cancellation and Destruction of Bonds or Coupons	42
3.13	Authentication	42
3.14	Registers Open for Inspection	43

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TABLE OF CONTENTS
(continued)
		Page

3.15	Right to Redeem	43
3.16	Election to Redeem	43
3.17	Bonds to Be Redeemed	44
3.18	Notice of Redemption	44
3.19	Deposit of Redemption Price	44
3.20	Bonds Payable on Redemption Date	45
3.21	Bonds Redeemed in Part	45
3.22	Mandatory Sinking Fund Redemption	45
3.23	Purchase for Cancellation	45

ARTICLE 4 DISBURSEMENTS OF NET REVENUES AND ESTABLISHMENT OF ACCOUNTS		46
4.1	Disbursements of Net Revenues	46
4.2	Establishment of and Disbursements from Sinking Funds	47
4.3	Administration of Accounts, Funds and Reserve Funds	47
4.4	General Regulations as to Permitted Investments	48

ARTICLE 5 SECURITY		49
5.1	Security Interest in Business and Issuer	49
5.2	Effect necessary Registrations	49
5.3	Priority of Bonds	49
5.4	Partial Release	49
5.5	Power of Attorney	50

ARTICLE 6 COVENANTS		50
6.1	General Covenants of the Issuer	50
6.2	Limitation on Indebtedness	53
6.3	Financial Instrument Obligations	53
6.4	Reporting Requirements	53
6.5	Office for Servicing Bonds	54
6.6	Negative Pledge	54
6.7	Mergers, Consolidations and Sales of Assets	54
6.8	Subsidiaries	55
6.9	Notice of Default	56
6.10	Deposit of Insurance Proceeds	57
6.11	Transactions with non-Arm's Length Persons	57
6.12	Environmental Covenants	57
6.13	Not to Extend Time for Payment of Interest	58
6.14	Limitation on Distributions to Partners	58

ARTICLE 7 NOTICE		58
7.1	Notice to the Issuer and General Partner	58
7.2	Notice to Bondholders	59
7.3	Notice to the Trustee	59

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TABLE OF CONTENTS
(continued)
		Page

7.4	Postal Service Interruption	60
7.5	Electronic Communication	60

ARTICLE 8 SUPPLEMENTAL INDENTURES		60
8.1	Provision for Supplemental Indentures	60
8.2	Correction of Manifest Errors	61
8.3	General Provisions	61
8.4	Supplemental Indentures to Prevail	62

ARTICLE 9 AMENDMENTS; RESOLUTIONS OF BONDHOLDERS		62
9.1	Right to Convene Meeting	62
9.2	Notice	62
9.3	Chair of Meeting	63
9.4	Quorum	63
9.5	Power to Adjourn	63
9.6	Poll	64
9.7	Voting	64
9.8	Regulations	64
9.9	Issuer and Trustee May Be Represented	65
9.10	Powers Exercisable by Extraordinary Resolution	65
9.11	Powers Cumulative	67
9.12	Minutes	67
9.13	Binding Effect of Resolutions	67
9.14	Instruments in Writing	67
9.15	Series Approval	68
9.16	Determination of Indebtedness Outstanding Under Pledged Bonds	69
9.17	Deemed Consent of Bondholders	69
9.18	Special Bondholders' Resolution	69
9.19	Exclusion of Bonds	70
9.20	Notation of Bonds	70
9.21	Exercise of Rights by Holders of Subordinated Bonds	71

ARTICLE 10 DEFAULT AND REMEDIES		71
10.1	Events of Default	71
10.2	Acceleration	72
10.3	Waiver of Default	73
10.4	Enforcement by the Trustee	73
10.5	Enforcement by Bondholders	74
10.6	Trustee's Discretion and Calculation of Amounts Payable	75
10.7	Termination of Proceedings	76
10.8	Possession of Bonds by Trustee Not Required	76
10.9	Remedies Not Exclusive	76
10.10	No Waiver of Default	76

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TABLE OF CONTENTS
(continued)
		Page

10.11	Notice to Bondholders and Issuer	76
10.12	Application of Money	76
10.13	Distribution of Proceeds	77
10.14	Judgment Against the Issuer	78
10.15	Rights of Subordinated Bonds	78

ARTICLE 11 CONCERNING THE FISCAL AGENTS		78
11.1	Trustee	78
11.2	Appointment and Acceptance of Duties of Paying Agents	78
11.3	Funds Held in Trust and Security Therefor	78
11.4	Responsibility of Fiscal Agents	79
11.5	Evidence on which Fiscal Agents May Act	79
11.6	Compensation and Expenses	80
11.7	Permitted Acts and Functions	80
11.8	Resignation of Trustee	80
11.9	Removal of Trustee	81
11.10	Appointment of Successor Trustee	81
11.11	Transfer of Rights and Property to Successor Trustee	81
11.12	Merger or Consolidation	82
11.13	Adoption of Authentication	82
11.14	Resignation or Removal of Paying Agents and Appointment of Successors	82
11.15	Evidence of Signatures of Bondholders and Ownership of Bonds	83
11.16	Preservation and Inspection of Documents	84
11.17	Indemnification of Fiscal Agents	84
11.18	Additional Provisions	84
11.19	Trustee no Liable	85

ARTICLE 12 DEFEASANCE		85
12.1	Defeasance	85
12.2	Providing for Payment of Bonds	87
12.3	Deposit to Be Held in Trust	88
12.4	Reinstatement	88
12.5	Indemnity	89

ARTICLE 13 MISCELLANEOUS		89
13.1	Funds Held for Particular Bonds and Coupons	89
13.2	No Recourse under Indenture or on Bonds	90
13.3	Judgment Currency	90
13.4	Withholding Tax	91
13.5	General Partner	91
13.6	Counterparts	91
13.7	Effective Date	92

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MASTER TRUST INDENTURE

THIS AMENDED AND RESTATED MASTER TRUST INDENTURE is made. as of the 28th day of April, 2003.

BETWEEN:

ALTALINK MANAGEMENT LTD., as general partner of

ALTALINK, L.P., a limited partnership created pursuant to the

laws of the Province of Alberta,

-and-

ALTALINK MANAGEMENT LTD., a company incorporated

under the laws of the Province of Alberta,

-and-

BMO TRUST COMPANY, a trust company incorporated under

the laws of Canada and authorized to carry on the business of a

trust company in all of the provinces and territories of Canada;

WHEREAS the Issuer wishes to borrow money by creating and issuing bonds and other debt securities and .to enter into credit facility agreements, swaps and other hedging instruments in connection therewith and engage in other forms of borrowing, all of the foregoing to be secured in the manner set forth in this Indenture (as defined below);

AND WHEREAS the Issuer, under the laws relating thereto, is duly authorized to create, issue and secure the Bonds (as defined below) to be issued as herein provided;

AND WHEREAS the Trustee has agreed to act as trustee with respect to the Bonds on the terms and conditions set out herein;

AND WHEREAS pursuant to four (4) Supplemental Indentures dated as of April 29, 2002 and one Supplemental Indenture dated as of May 10, 2002 and one Supplemental Indenture dated as of October 1, 2002, $296,500,000 Floating Rate Senior Bridge Bonds, Series 1, $125,000,000Senior Real Return Bridge Bonds, Series 2, $85,000,000 8.0% Subordinated Bonds, Series 3 and a $250,000,000 Series 5 Pledged Bond were issued and remain outstanding as of the date of this Amended and Restated Master Trust Indenture;

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AND WHEREAS the parties hereto propose to amend and restate the Master Trust Indenture to contemplate the creation of a floating charge Security Interest (as defined below) in favour of the holders of designated Bonds from time to time, and to make certain other amendments to the Master Trust Indenture;

AND WHEREAS the parties hereto propose to effect such amendments by restating the Master Trust Indenture with this Amended and Restated Master Trust Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee; ·

NOW THEREFORE THE MASTER TRUST INDENTURE IS HEREBY REPLACED BY THIS AMENDED AND RESTATED MASTER TRUST lNDENTURE AND WITNESSES that in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party) the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

"Acquisition" means the acquisition by the Issuer of the transmission assets of TransAlta Corporation pursuant to the purchase and sale agreement dated July 4, 2001, as amended, between the Issuer, TransAlta Energy Corporation and TransAlta Utilities Corporation.

"AEUB" means the Alberta Energy and Utilities Board or any successor or replacement board regulating the transmission of electricity in the Province of Alberta.

"Affiliate" of any specified Person means any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

"AILP" means AltaLink Investments, L.P., the sole limited partner of the Issuer.

"Applicable Utilities Legislation" means the Alberta Energy and Utilities Board Act (Alberta), the Electrical Utilities Act (Alberta), the Public Utilities Board Act (Alberta), the Hydro and Electric Energy Act (Alberta), arid any other legislation that now or in the future regulates the operations of the Issuer, as each may be amended or supplemented from time to time.

"Authorized Amount" means, with respect to a Commercial Paper Program, the maximum principal amount of Indebtedness which is then authorized by the Issuer to be outstanding at any one time.

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"Authorized Newspapers" means riot less than three (3) newspapers or financial journals customarily published (except in the case of legal holidays) at least once a day for at least five (5) days in each calendar week, two of which are published in the English language and are of general circulation in the City of Calgary, Alberta, and the City of Toronto, Ontario and the third of which is published in the French language and is of general circulation in the City of Montreal, Quebec.

"Authorized Officer" means:


(a)	with respect to any Person, the Chairman, the Chief Executive Officer, the Vice Chairman, the Treasurer, the Controller, the Secretary, a Vice President, the Chief Financial Officer or any other senior officer so designated by a certificate signed by the Chairman and filed with the Trustee for so long as such designation shall be in effect; and


(b)	with respect to the certification of any rule, regulation, by-law or resolution of a Person or any other document filed by the Secretary or an Assistant Secretary in his or her capacity as such officer or of which he or she has custody on behalf of the-Issuer, a Vice.President, the Secretary.or an.Assistant Secretary.

"Bond" means any evidence of lndebtedness of the Issuer authenticated and delivered by the Trustee under and pursuant to this Indenture and constituting either an Obligation Bond or a Pledged Bond .

"Bond Documents" has the meaning set out .in Paragraph 2.9(m)(i)

"Bondholder's Certificate" means a certificate executed by a Bondholder pursuant to Section 9 .16 or Subsection 10.6(b) that specifies the matters therein required. In the case of a Bondholder that is not an individual, such certificate shall be signed by any Authorized Officer of such Bondholder.

"Bondholders' Request" means an instrument requesting the Trustee to take or refrain from taking some action or proceeding specified therein, signed in one or more counterparts by the holder or holders of Senior Bonds representing not less than twenty• five percent (25%) of the principal amount of all Senior Bonds then Outstanding or with respect to a Series of Senior Bonds, signed in one or more counterparts by the holder or holders of such Series of Senior Bonds representing not less than twenty-five percent (25%) of the principal amount of such Series·of Senior Bonds then Outstanding; provided that if no Senior Bonds are outstanding or if relating solely to Subordinated Bonds, the term "Bondholders' Request" shall mean an instrument requesting the Trustee to take or refrain from taking some action or proceeding specified therein, signed in one or more counterparts by the holder or holders of Subordinated Bonds

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representing not less than twenty-five percent (25%) of the principal amount of all Subordinated Bonds then Outstanding or with respect to a Series of Subordinated Bonds, signed in one or more counterparts by the holder or holders of such Series of Subordinated Bonds, representing not less than twenty-five (25%) of the principal amount of such Series of Subordinated Bonds then Outstanding.

"Business" means the following businesses and services:


(a)	the operation and maintenance, subject ·to .regulation by the AEUB, of the infrastructure and other assets of the Issuer used for the transmission of electricity in Alberta including those assets acquired pursuant to the Acquisition and subsequently acquired or constructed assets comprising the Issuer's transmission network;


(b)	engineering services related to the transmission of electricity and related administrative services associated with activities in (a) and (b); and


(c)	such other services which are determined by the Issuer to be most effectively provided in conjunction with the above business and are ancillary to the above business, whether or not such services are regulated by the AEUB.

"Canadian Dollars" and "Cdn. $" means the currency of Canada.

"Capex Projects" means the design, construction, ownership, operation and/or maintenance of a "transmission facility" as defined in the Electric Utilities Act (Alberta) pursuant to .an agreement entered into by the Issuer (or a Subsidiary as permitted in Section 6.8) with the Transmission Administrator under that Act.

"Capital Expenditures" means expenditures which are capitalized by the Issuer m accordance with GAAP.

"CDS" means The Canadian Depository for Securities Limited and its successors in interest.

"Central Government Obligation" means any obligation or debt of, or unconditionally guaranteed as. to principal and interest by, the central government of a country which is denominated in the currency of that country, or in the case of Canada, which is denominated in the currency of Canada or in the currency of the United States of America, the long term obligation or debt of which is rated in one of the top two rating categories (AAA, or AA or equivalent) by one of the Rating Agencies, if such obligation

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- 4 -

or debt is rated only by one of the Rating Agencies, or, in any other case, by at least two of the Rating Agencies.

"Class" shall mean, with respect to any Series, any of the classes of Bonds of that Series established under the Supplemental Indenture creating such Series.

"Collateral" means any undertaking, property or assets of the Issuer which may be subject to the Lien Hereof pursuant to this Master Indenture and/or a Supplemental Indenture;

"Commercial Paper Program" means obligations for -borrowed money having a duration of not more than three hundred and sixty (360) days which is issued and re• issued by the Issuer from time to time having a rating of at least R 1 (mid) or equivalent from one of the Rating Agencies, if such Indebtedness is rated only by one of the Rating Agencies, or, in any other case, by at least two of the Rating Agencies, and is outstanding up to the applicable Authorized Amount. ·

"Cost of Issuance" means any amount payable or reimbursable, directly or indirectly, by the Issuer and related to the authorization, offering, sale, issuance and delivery of Bonds or the entering into of any agreement or instrument secured 'by a Bond, including but not limited to travel and other expenses of any officer or employee of the Issuer in connection with the authorization, offering, sale, issuance and delivery of such Bonds or the entering into of such agreement or instrument, printing costs, costs of preparation and reproduction of documents, filing, registration and recording fees, initial fees and charges of any trustee, fees payable for listing the Bonds on a securities exchange, legal fees and disbursements, fees and other costs relating to the filing or registration of any notice or document to protect any Security Interests, fees and disbursements of any consultant, consulting engineer or independent accountant, fees and disbursements of other consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transaction and safekeeping- of Bonds, credit facility charges (other than repayment of principal, payment of interest, commitment fees, annual fees or similar amounts) and underwriting and agency fees, expenses and commissions (whether payable as such or reflected in a discount to the purchase price of a Bond).

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"Counsel's Opinion" and "Opinion.of Counsel" means a written opinion of Counsel.

"Counterparty" shall mean a member of the International Swap Dealers Association who at the time the Financial Instrument Obligation is entered into is rated in one of the three top rating categories by at least one Rating Agency or a Person guaranteed by such a member.

"coupon Bond" means any Bond which is issued with coupons attached.

"coupons" means the interest coupons attached to Bonds not registered as to both principal and interest.

"DBRS" means Dominion Bond Rating Service Limited and its successors for so long as it shall perform the functions of a securities rating agency.

"Default" means any · event which with the giving of notice or the lapse of time or both would constitute an Event of Default.

"Depositary" means, with respect to Bonds · of any Series issuable in whole or in part in the form of one or more Global Bonds, a clearing agency (registered, if required, under the securities legislation governing such Series) that is designated to act as depositary for such Bonds pursuant to the provisions of the Supplemental Indenture authorizing such Series · of Bonds.

"Environmental Laws" means all applicable federal, provincial and local laws, by-laws , rules, regulations, orders, codes and judgments relating to the protection of the environment and public health and safety, and without restricting the generality of. the foregoing , includes without limitation those Environmental Laws relating to the storage, transportation , treatment and disposal of Hazardous Substances , employee and product safety, and the Release or threatened Release of Hazardous Substances into the air, surface water, ground water, land surface, subsurface strata or any building or structure and, in each such case, as such Environmental Laws may be amended or supplemented from time to time;

"Event of Default" has the meaning ascribed thereto in Section 10.1.

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votes cast in respect of such resolution at such meeting, and, if so provided in any Supplemental Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant Supplemental Indenture, which resolution is in full force and effect on the date of such certification. "Extraordinary Resolution" shall also mean a resolution certified by the Trustee as having been passed as such by an instrument in writing in accordance with Section 9.14. Unless the resolution relates solely to the terms of a Series or the Collateral or Funds available solely for such Series, the subject matter of the resolution shall be presumed to affect the holders of all Outstanding Bonds.

"Financial Instrument Obligation" means the obligation under any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, commodity future, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or· any other similar transaction, including any option to enter into any of the foregoing, or any combination of the foregoing. The amount of any Financial Iristrument Obligation is the net amount due to or accruing due under the agreement governing such obligation, determined by marking the obligation to market at the time of determination in accordance with its terms.

"Fiscal Agent" means the Trustee, any depository of the Funds or Accounts required under this Indenture or any sub-account thereof, any Paying Agent or any or all of them, as may be appropriate.

"Fiscal Year" means, with respect to the Issuer, a twelve (12) month period commencing on the first day of May of each calendar year or such other fiscal year as the Issuer may adopt after prior notice to the Trustee and "Fiscal Year end" means the last day of a Fiscal Year.

"Fluctuating Cdn. $ Equivalent" means, as of any particular date, with reference to any amount (the "Original Amount" ) expressed in a currency other than Canadian Dollars (the "Original Currency" ), an amount expressed in Canadian Dollars which would be required to buy the Original Amount of the Original Currency using the noon rate of the Bank of Canada for the purchase of the Original Currency with Canadian Dollars on that date or any equivalent rate published by the Bank of Canada as a successor or similar rate.

"fully registered Bonds" means Bonds registered as to both principal and interest.

"Fund" or "Account" means any fund, reserve fund or account established pursuant to this Indenture, including any Sinking Fund.

"GAAP" means Canadian generally accepted accounting principles in effect from time to time as set out in Section 1.10.

"General Partner" means AltaLink Management Ltd. in its capacity as general partner of the Issuer and its successors and-permitted assigns in such capacity.

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"General Sinking Fund" means the General Sinking Fund described -in Section 4.2 and established pursuant to a Supplemental Indenture and includes all money and Permitted Investments therein or to the credit thereof and all proceeds of any of the foregoing.

"Global Bond" means a Bond that evidences all or part of the Bonds of any Series and bears the legend set forth in Section 3 .4 or a legend· to substantially the same effect as may be specified for such Series pursuant to the provisions of the Supplemental Indenture authorizing such Series.

"Government Authorities" means any international tribunal, agency, body, commission or other authority, any government, executive, parliament, legislature or local authority, or any governmental body, ministry, department or agency or regulatory authority, court, tribunal, commission or board of or within Canada or any foreign jurisdiction, or any political subdivision of any thereof or any authority having jurisdiction therein, which in each case, has jurisdiction over a specified Person or its property and assets· under the laws of the jurisdiction in which that Person or its property and assets are located.

"Guarantee." by any Person means any obligation (other than ail endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing, or in effect guaranteeing, any Indebtedness or other Obligation of any other Person (the "primary obliger ") in any manner, whether directly or indirectly, including any obligation incurred through an agreement, contingent or otherwise, by such Person:


(a)	to purchase such Indebtedness or Obligation or any property or assets constituting security therefor;


(b)	to advance or supply funds (i) for the purchase or payment of such Indebtedness or Obligation, (ii) to maintain working capital, net worth or other balance sheet condition of the primary obligor, or (iii) otherwise to. advance or make available funds for the purchase or payment of such Indebtedness or Obligation;


(c)	to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or Obligation of the ability of the primary obligor to make payment of the Indebtedness or Obligation; or


(d)	otherwise to assure or indemnify the owner of the Indebtedness or Obligation of the primary obligor against loss in respect thereof.

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"Hazardous Substance" means any contaminant, pollutant or substance that is likely to cause immediately, or at some future time, harm or degradation to the environment or risk to human health or safety, and without restricting the generality of the foregoing, includes without limitation any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law or · industry standard, or which is present in the environment in such quantity or state that it contravenes any Environmental Law.

"Indebtedness" means, without duplication, with respect to any Person:

(a)


(b)	the aggregate principal amount of all Obligations issued or assumed by that Person in connection with its acquisition of property in respect of the deferred purchase price of that property;


(c)	all Capital Lease Obligations and the aggregate principal amount of all Purchase Money Obligations of that Person;


(d)	all Financial Instrument Obligations of that Person;


(e)	the principal amount of all borrowed money outstanding from time to time under any Commercial Paper Program;


(f)	the principal amount of all borrowed money outstanding from time to time which constitutes Subordinated Debt; and


(g)	all Guarantees of that Person in respect of any of the foregoing.

in each case expressed in Canadian dollars and, with respect to any amount which is expressed in any other currency, the Canadian dollar amount thereof shall be the Fluctuating Cdn.$ Equivalent thereof at the time of determination. For greater certainty: (i) the capitalization of interest or other similar amounts payable at maturity on existing Indebtedness shall not be treated as the incurrence of Indebtedness, and (ii) the aggregate amount of all site restoration liabilities shall not be treated as Indebtedness.

"Indenture" , "hereto" , "herein" , "hereof" , "hereby" , "hereunder" and similar expressions refer to this Master Indenture and not to any particular. article, section, subsection, paragraph, subparagraph or other portion thereof, and include any and every instrument ancillary hereto or in implementation hereof, including any Supplemental Indenture which amends this Master Indenture, and the expressions "Article" , "Section" , "Subsection" , "Paragraph" and "Subparagraph" , followed by a number,

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unless otherwise stated, mean and refer to the specified article, section or subsection of this Master Indenture.

"Investment Dealer" means any one of the five largest Canadian investment .dealers by capital as determined by the Investment Dealers Association of Canada or any successor thereto. ·

"Issuer" means AltaLink, L.P., a limited partnership created and existing under the laws of Alberta and includes any successor Person which shall have complied with the provisions of Section 6. 7.

"Lien Hereof" means each and every Security Interest constituted from time to time by or pursuant to this Master Indenture and/or any and all Supplemental Indentures, in any manner whatsoever created.

"Majority Resolution" means a resolution certified by the Trustee as duly passed at a meeting (including an adjourned meeting) of the Bondholders duly convened for the purposes and held in accordance with the provisions of Article 9 and passed by the holder or holders of Outstanding Bonds of all Series affected by the subject matter of the resolution representing not less than fifty and one-tenth percent (50.1%) of the votes cast in respect of such resolution at such meeting, and, if so provided in any Supplemental Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant Supplemental Indenture, which resolution is in full force and effect on the date of such certification. "Majority Resolution" shall also mean a resolution certified by the Trustee as having been passed a.s such by an instrument in writing in accordance with Section 9.14.

"Master Indenture" means this Amended and Restated Master Trust Indenture.

"Moody's" means Moody's Investors Service, Inc., and its successors for so long as it shall perform the functions of a securities rating agency.

"Net Worth" for any Person means, as at any date, the consolidated shareholders' equity · or partner's capital account of such Person as at that date determined in accordance with GAAP.

"Obligation Bond" means a Bond issued as direct evidence of the Indebtedness of the Issuer to the holder thereof.

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"Officer's Certificate" means a certificate, conforming to. the requirements of Section 1.12,signed by any Authorized Officer.

"Operating and Maintenance Expenses" means, for any period, without duplication:


(a)	all operating and maintenance expenses of the Issuer for such period with respect to the Business as determined in accordance with GAAP but excluding any allowance for amortization, depreciation or obsolescence;


(b)	all rents or other amounts (without distinguishing between principal and interest) paid under any Capital Lease Obligations;


(c)	all payments or reimbursements to the Trustee of its fees, costs, charges, expenses, advances or other amounts furnished or provided by or at the request of the Trustee in or about the· administration and execution of its· trusts under, or otherwise in relation to, this Indenture; and


(d)	maintenance expenditures capitalized in accordance with GAAP.

Operating and Maintenance Expenses shall include amounts paid, rather than accrued, in the period in respect of pension charges and such other compensation and insurance plans maintained by the Issuer for its employees as the Issuer may establish.

"Outstanding" has the meaning ascribed thereto in Section 1.13.

"Partners" means collectively AILP as the sole limited partner and AltaLink Management Ltd., as the sole general partner of the Issuer and any successor or permitted assign of such Partner and "Partner" means either of them.

"Paying Agent" means any bank or trust company or other Person designated as a paying agent for a Series in any Supplemental Indenture·and its successor or successors appointed in the manner provided herein or in such Supplemental Indenture.

"Payment Date" means any date on which payment of principal or interest on a Bond is payable in accordance with its terms and ·the terms of the applicable Supplemental Indenture .

"Permitted Encumbrances" means:

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(a)	any Purchase Money. Mortgage or Security Interest granted with respect to a Capital Lease Obligation of the Issuer (provided the same was not granted or incurred after April 29, 2002 in respect of any property or asset acquired pursuant to the Acquisition)

(b)

any Security Interest on property or an asset' acquired by the Issuer (including pursuant to a reorganization, merger or amalgamation in accordance with Section 6.7) that secures the Obligations of a Person, whether or not that Obligation is assumed by the Issuer, which Security Interest exists at the time that property or asset is acquired and which (i) was not incurred in contemplation of that property or asset being acquired, and (ii) is not applicable to the Issuer or the properties or assets of the Issuer other than the properties or .assets acquired;


(c)	any Security Interest for taxes, assessments, government charges or claims not yet due or that are being contested in good faith and in respect of which appropriate provision is made in the Issuer's consolidated financial statements in accordance with GAAP;


(d)	any Security Interest securing appeal bonds or other similar liens arising in connection with court proceedings or contracts, bids or tenders entered into in the ordinary course of business, including, without· limitation, surety bonds, security for costs of litigation where required by law, letters of credit, or any other instruments serving a similar purpose;

(e)

any Security Interest given in the ordinary course of business by the Issuer to any bank or banks or ·other lenders to secure any Indebtedness payable on demand or maturing within eighteen (18) months of the date that Indebtedness is incurred or of the date of any renewal or extension of that Indebtedness, provided such Indebtedness does not in the aggregate at any time exceed ten percent (10%) of the Issuer's Net Worth;


(f)	a Security Interest in cash or marketable debt securities in a Sinking Fund account established by the Issuer in support of a particular Series of Bonds;


(g)	any lien or deposit under workers' compensation, social security or similar legislation or good. faith deposits in connection with bids, tenders, leases and contracts entered into in the ordinary course of business or expropriation proceedings, or deposits to secure public or statutory obligations or deposits of cash or obligations to secure surety and appeal bonds;

(h)

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inchoate Security Interests and privileges incidental to current operations which have not at such time been filed pursuant to law against the Issuer or which relate to obligations not due or delinquent; or the deposit of cash or securities in connection with any Security Interest or privilege referred to in this Paragraph (h);

(i)

any encumbrance, such as easements, rights-of-way, servitudes or other similar rights in land granted to· or reserved by other Persons, rights-of-way for access, sewers, electric lines, telegraph and telephone lines, oil and natural gas pipe lines and other similar purposes, or zoning or other restrictions as to the Issuer's use of real property or interests therein, which do not in the aggregate materially impair its use in the operation of the Business;


(j)	any right reserved to or vested in any municipality or governmental or other public authority (whether by statutory provision or otherwise) to terminate, purchase assets used in connection with, or require annual or other periodic payments as a condition to the continuance of, any lease, licence, franchise, grant or permit;


(k)	any lien or right of distress reserved in or exercisable under any lease for rent and for compliance with the terms of that lease;


(1)	any Security Interest granted by the Issuer to a public utility or any municipality or governmental or other public authority when required by that utility, municipality or other authority in connection with the operations of the Issuer;


(m)	any reservation, limitation, proviso or condition, if any, expressed in any original grants to the Issuer from the Crown;

(n)

any letter of credit issued by the Issuer as permitted by Paragraph 6.8(d)(i) in favour of a "Transmission Administrator" (as defined in the Electric Utilities Act (Alberta)) with respect only to the obligations of the Issuer or its Subsidiary to construct, service, operate and/or maintain assets pursuant to a transmission facilities construction agreement or a transmission facilities services agreement entered into between the Issuer or its Subsidiary and the Transmission Administrator;


{o)	any extension, renewal, alteration, substitution or replacement, in whole or in part, of any Security Interest referred to in any of the foregoing paragraphs, provided that the Security Interest is limited to all or part of the same property that secured the Security Interest and the principal amount of the secured Obligations is not increased by that action; and


(p)	any Security Interest granted by or on behalf of the Issuer pursuant to this Master Indenture and/or any Supplemental Indenture in favour of the Trustee and holders of Bonds from time to time.

"Permitted Investments" means:

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(a)

Canadian dollar deposits with, or promissory notes, bills of exchange .or other debt securities of or unconditionally guaranteed or accepted by, the Government of Canada or by any province of Canada, the long term debt of which· is rated in one of the highest two (2) categories for such debt by one of the Rating.Agencies, if such debt is rated by only one of the Rating, Agencies, or in any other case, by at least two of the Rating Agencies;


(b)	Central Government Obligations of any other country;

(c)

(d)

"Permitted Payment" means a payment for any lawful general corporate purpose, including all payments for Capital Expenditures, any loan or equity investments in any 'Subsidiary and any distributions to the Partners or as they may direct, not contemplated by Subsections 4.l(a) to (d).

"Person" includes an individual, corporation, partnership, trust, trustee, executor, administrator, legal personal representative, government, governmental body or authority or other incorporated or unincorporated entity.

"Pledge" means, in respect of a Bond, a pledge, deposit or delivery of such Bond or other agreement between the Issuer and a Bondholder in respect of such Bond, in each case made in accordance with Section 2.8, and "Pledged Bond" means a Bond which is subject to a Pledge.

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"Principal· Property" means any of the Issuer's fixed assets, including fixed assets acquired pursuant to the Acquisition, used for the transmission, transformation and distribution of electricity in Alberta as of the date of this Indenture and those subsequently acquired or constructed fixed· assets comprising the Issuer's transmission network.·

"Purchase Money Obligation" means, with respect to any Person, Indebtedness of that Person incurred or assumed to finance the cost, in whole or in part, of the acquisition or construction of any equipment, real property or fixtures, and the cost of installation and any improvements thereto, so long as the Indebtedness is incurred or assumed within twenty-four (24) months after the purchase of that equipment, real property or fixture or the completion of that construction, installation or improvement, as the case may be, and includes any extension, renewal or refunding of any of that Indebtedness, so long as the principal amount thereof outstanding on the date of the extension, renewal or refunding is not increased.

"Rate Case" means periodic applications made to the AEUB to establish regulated Revenues of the Issuer .

"Rating Agencies" means Moody's, Standard & · Poor's and DBRS and any other nationally recognized credit rating agency approved by a Majority Resolution and specified in a Supplemental Indenture and "Rating Agency"means any one of them.

"Redemption Date" means, with respect to any Obligation Bond to be redeemed, in whole or in part, the date set forth for redemption of that Bond in the relevant notice of redemption given pursuant to Section 3 .18 of this Master Indenture and any applicable Supplemental Indenture.

"Registered Bonds" means both fully registered Bonds ·and Bonds registered as to principal only .

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"Release" means the method by which a Contaminant comes to be in the environmental large and includes discharging, spraying; injection, abandonment, depositing, spilling, leaking, seeping, pouring, emitting, emptying, throwing, dumping, placing and exhausting, and when used as a noun has a correlative meaning.

"Remedial Order" means any control order, stop order or other administrative complaint, direction, order or sanction issued, filed or imposed by a Governmental Authority pursuant to the Environmental Laws requiring any remediation or clean-up, or requiring that any on-going activity be reduced, modified or eliminated, in each case as a result of any Release or threatened Release . of any Hazardous Substance into the environment or any violation or threatened violation of Environmental Law.

"Revenues" means, for any period, (a) all Operating Revenues received by the Issuer in such period; (b) all interest, earnings and dividends (including interest earned on assets in any Sinking Fund or any other Fund or Account to the extent available to the Issuer) received by the Issuer in such period; and (c) other amounts, including amounts received from government or other sources, drawings on Credit Facilities and proceeds of Indebtedness (other than proceeds from any Refunding Bonds) received by the Issuer in such period, but excludes any dividends or similar distributions made by a Subsidiary to the Issuer in such period permitted in accordance with Subsection 6.8(b).

"Security Interest" means any mortgage, lien, pledge, assignment, charge (whether floating or fixed), security, title retention agreement intended as security, hypothec, execution, seizure, attachment, garnishment or .other similar encumbrance and any other arrangement which has the effect of creating an interest in property to secure payment or performance of an Obligation including, without limitation, any Security Interest granted by the Issuer in favour of the Trustee and. holders of any Bonds designated as being secured, pursuant to this Master Indenture and/or a Supplemental Indenture. "Senior Bonds" means any Series of Bonds evidencing or securing Senior Debt.

"Senior Debt" means Indebtedness other than Subordinated Debt which is evidenced or secured by any Series of Bonds.

"Sinking Funds" means, collectively, all of the Series Sinking Funds and the General Sinking Fund created from time to time .

"Special Bondholders' Resolution" means 'a resolution certified by the Trustee as duly passed at a meeting (including an adjourned meeting) of the Bondholders duly convened

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for the purposes and held in accordance with the provisions of Article 9 and passed by the holder or holders of Outstanding Bonds of all Series affected by the subject matter of the resolution representing not less than ninety percent (90%) of the votes cast in respect of such resolution at such· meeting, and, if so provided in any Supplemental' Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant Supplemental Indenture, which resolution is in full force and effect on the date of such certification. "Special Bondholders' Resolution" shall also mean a resolution certified by the Trustee as having been passed as such by an instrument in writing in accordance with Section 9.14. Unless the resolution relates solely to the terms of a Series or the Collateral within a Class or the Security or Funds available solely for such Series within a Class, the subject matter of the resolution shall be presumed to affect the holders of all Outstanding Bonds of such Class.

"Standard & Poor's" means Standard & Poor's Ratings Service and its successors for so long as it shall perform the functions of a securities rating agency.

"Subordinated Bonds" means any Series of Bonds evidencing or securing Subordinated Debt.

"Subsidiary" means (a) any corporation of which there is owned, directly or 'indirectly, by the Issuer and/or by or for any corporation in like relation to the Issuer, voting shares which, in the aggregate, entitle the holders thereof to cast more than fifty percent (50%) of the votes which may be cast by the holders of the outstanding voting shares of such first mentioned corporation for the election of its directors and includes any corporation in like relation to a Subsidiary, or (b) any other Person of which at least a majority of voting ownership interest is at the time, directly or indirectly, owned by the Issuer and/or by any Person in like relation to the Issuer.

"Supplemental Indenture" means an indenture supplemental to this Master. Indenture entered into by the Issuer with the Trustee and effective as provided in Article 8.

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or not and whether in existence at the. date of this Master Indenture or 'not) but excludes any land transfer taxes.

"Total Capitalization" for any Person means, at any time without duplication, the sum of (a) the amount of all Indebtedness at the time outstanding, (b) the total share or partnership capital of such Person at the time outstanding, based upon the stated capital on the books of such Person, and (c) the principal amount of all outstanding Preferred Securities plus (d) the total amount of (or less the amount of any net deficits in) the contributed or capital surplus of such Person and the retained earnings of such Person in accordance with GAAP plus (e) the amount of any premium on capital of such Person not included in its surplus, and less (f) the amount if any, by which the capital account of such Person has at any time been increased as a result of a restatement of the amount at which any assets of such Person are recorded on its books and less (g) the amount of any loan, equity or capital invested in any Subsidiary of the Issuer in accordance with Section 6.8. The amount of Total Capitalization of such Person shall be ascertained in Canadian dollars.

"Transmission Administrator" means the Person appointed to hold such position under the Electric Utilities Act (Alberta) and any successor thereto who performs a similar function on behalf of the Province of Alberta whether or not appointed under the Electric Utilities Act (Alberta).

"Trustee" means BMO Trust Company or its successors hereafter appointed in the manner provided in this Indenture.

"Written Order of the Issuer" or "Written Request of the Issuer" means a written order ·or request of the Issuer signed in the name of the Issuer by two Authorized Officers

'and may consist of one or more instruments so executed.

1.2 Publication

In this Indenture, unless the context otherwise requires, any publication to be made under the provisions of this Indenture in successive weeks or on successiv.e dates may be made in each instance upon any Business Day of the week and need not be made in the same Authorized Newspapers for any or all of the successive publications but may be made in different Authorized Newspapers. If, because of the temporary or permanent suspension of the publication or general circulation of any of the Authorized Newspapers or for any other reason, it is impossible or impractical to publish any notice pursuant to this Indenture in the manner 'herein provided, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

1.3 Number and Gender

Words importing the singular number include the plural and vice versa and words importing gender shall include all genders .

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1.4 Invalidity, etc.

1.5 Headings, etc.

1.6 Governing Law

1.7 Jurisdiction

Subject to the provisions of any Supplemental Indenture, the Issuer agrees, and the Trustee agrees for itself and each Bondholder, that any legal action or proceeding with respect to this Indenture shall be brought by the Trustee or such Bondholder (to the extent permitted hereunder) in the courts of the Province of Alberta, and such courts shall have exclusive jurisdiction to deal with all matters relating to the interpretation of, or enforcement of rights under this Indenture. Nothing in this Section shall affect the right of the Trustee to enforce any judgment obtained against the Issuer in any jurisdiction in which any Collateral may be situate, or to enforce any rights hereunder against any Collateral in any such jurisdiction.

1.8 References

1.9 Currency

Subject to the provisions of any Supplemental Indenture, all monetary amounts referred to in this Indenture are in lawful money of Canada.

1.10 Generally Accepted Accounting Principles ·


(a)	All accounting terms not specifically defined herein shall be construed in accordance with generally· accepted accounting principles as now or hereafter established by the Canadian Institute of Chartered Accountants or any successor

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thereto consistently applied . by the Issuer, and all financial data· submitted pursuant to this Indenture shall be prepared in accordance with such principles, Notwithstanding the foregoing, if (a) any changes in the accounting principles applied by the Issuer from those in effect on the date of this Master Indenture are hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Canadian Institute of Chartered Accountants or any regulatory body having jurisdiction in the matter; (b) such changes are adopted by the Issuer with the agreement of its auditors; and (c) such changes result in a change in the method of calculation of ariy of the financial covenants, standards or terms in or relating to the terms hereof, the Issuer agrees to enter into discussions with the Trustee to consider the amendment of such provisions so as to equitably reflect such changes with a desired result that the criteria for evaluating the financial condition of the Issuer shall be the same. No. change in such accounting principles that would affect the method of calculation of any of the financial covenants, standatds or terms shall be given effect in such calculations. until such provisions are amended in a manner approved in an Extraordinary Resolution of the Bondholders to so reflect such changes in such accounting principles.

(b)

Unless otherwise specified in this Indenture, all calculations under this Indenture shall be based on the unconsolidated financial information· of the Issuer. Notwithstanding anything herein contained to the contrary, the calculations of the following in respect of the Issuer shall be based on the unconsolidated financial information of the Issuer: (i) "Indebtedness"; '(ii) "Net Revenues"; '{iii) ''Net·.Worth"; (iv) "Operating Revenues"; (v) "Operating and Maintenance Expenses"; (vi) "Revenues"; (vii) "Tax.es"; and (viii) "Total Capitalization".

1.11 Actions on Days Other than Business Days

Except as otherwise specifically provided herein or in any Bond, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then such payment shall be made or such action shall be taken on the first (151) Business Day after such day.

1.12 General Provisions as to Certificates, Opinions, etc.


(a)	Each Officer's Certificate, Counsel's Opinion, Written Order of the Issuer, Written Request of the Issuer required under or referred to in this Indenture or otherwise furnished in connection with this Indenture shall specify the Section under which such document is being made and, other than a Written Order of the Issuer or a Written Request of the Issuer, shall include:


(i)	a statement by the Person giving the evidence that he or she has read, or after making due inquiry, examination or investigation, has full knowledge of, and understands the provisions of .this Indenture relating to the matters referred to therein;

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(ii)	a statement of the nature and scope of the examination or investigation upon which such Person based the certificate, opinion, direction or order; and


(iii)	a statement that such Person has made such examination or investigation as he or she believes necessary . to enable him or her to make the statements·or give the opinions contained or expressed therein.


(b)	Whenever the delivery of a certificate, opinion, direction, order or report is . a condition precedent to the taking of any action by the Trustee under this Indenture, the truth and accuracy of the facts and opinions stated in such document shall in each case be conditions precedent to the right of the Issuer to have such action taken.


(c)	Any Counsel's Opinion may be based, insofar as it relates to factual matters, upon information with respect to the Issuer which is in the possession of the Issuer, or upon the certificate of an Authorized Officer, unless such Counsel knows that the certificate with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is erroneous.


(d)	Without limiting the generality of the foregoing, upon the reasonable demand of the Trustee, the Issuer shall furnish the Trustee with evidence in such form as the Trustee may reasonably require as to compliance with any condition relating to any action required or permitted to be taken by the Issuer under this Indenture .

1.13 Meaning of "Outstanding" for Certain Purposes

Every Bond certified and delivered by the Trustee under a Supplemental Indenture shall be deemed . to be "Outstanding" until it shall be cancelled or delivered to the Trustee for cancellation or monies for the payment thereof shall be set aside or deemed to be paid as provided in Article 12, provided that: ·


(a)	where a new Bond has been issued in substitution for, exchange of or in lieu of a Bond which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the aggregate principal amount of Bonds Outstanding or the aggregate principal amount of Bonds in such Series or Class Outstanding;


(b)	Bonds which have been partially redeemed or purchased shall be deemed to be Outstanding only to the extent of the unredeemed portion of the principal amount thereof; and


(c)	for the purposes of any provision of this Indenture entitling holders of Outstanding Bonds to vote, sign consents, requisitions or other instruments or take any other action under this Indenture, Bonds owned directly or indirectly, legally or equitably by the Issuer, any of its Partners or any of their respective Affiliates shall be disregarded except that:

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(i)

for the purpose of determining whether the Trustee shall be prot~cted in relying on any such vote, consent, requisition or other action, only the Bonds in respect of which the Trustee has· received an Officer's Certificate from the Issuer specifying such Bonds as being owned, directly or indirectly, legally or equitably, by the Issuer, any of its Partners or any of their respective Affiliates shall be so disregarded; and


(ii)	Bonds so owned which have been pledged in good faith other than to the Issuer, its Partners or any of their respective Affiliates· shall not be so disregarded if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Bonds in his discretion free from the control or direction of the Issuer, any of its Partners and any of their respective Affiliates.

1.14 Amendment and Restatement

This Amended and Restated Master Trust Indenture amends, restates and supercedes the Master Trust Indenture without any prejudice to any actions heretofore taken thereunder.

ARTICLE 2

CAPITAL MARKETS PLATFORM INDEBTEDNESS

2.1 Establishment of Capital Markets Platform

There is hereby established a facility designated as the "Capital Markets Platform" in order to provide a framework for Indebtedness necessary, useful or convenient to permit the Issuer to carry out the purposes described in this Master Indenture and any Supplemental Indenture. The aggregate principal amount of Bonds which may be issued under this Indenture and secured by the Lien Hereof is unlimited. All Senior Bonds issued under a Supplemental Indenture and at any time Outstanding shall, subject to any Sinking Fund provisions or the application of a Lien Hereof to any particular Series of Senior Bonds, rank pari passu and be equally arid rateably secured with all other Outstanding Senior Bonds with the same right, lien and entitlement with respect to any Collateral hereunder without preference, priority or distinction between Senior Bonds on account of the date or dates or the actual time or times of the issuance or maturity of the Senior Bonds. All Subordinated Bonds issued under a Supplemental Indenture and at any time Outstanding shall rank pari passu and be equally and rateably secured with all other Outstanding Subordinated Bonds with the same right, lien and entitlement with respect to any Collateral hereunder without preference, priority or distinction between Subordinated Bonds on account of the date or dates or the actual time or times of the issuance or maturity of the Subordinated Bonds. Each Bond of a particular Series shall in. all respects be equally and rateably secured with all other Bonds of such Series and shall have the same right, lien and entitlement hereunder established for the benefit of such Series of Bonds, unless otherwise set out in the Supplemental Indenture authorizing an issuance of one or more Classes within a Series of Bonds in which event the priority of payment and other entitlements, including covenants, events of default and other matters differentiating the Classes within such Series of Bonds shall be as set out in the Supplemental Indenture authorizing such Classes .

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2.2 Form of Indebtedness

All Bonds shall be issued in Series and shall be issued pursuant to a Supplemental Indenture authorizing such Series. Bonds may be issued:


(a)	by way of Obligation Bonds to directly evidence the Indebtedness of the Issuer to the holder thereof as evidenced thereby; or


(b)	by way of Pledged Bonds to be held by the holder thereof as continuing collateral security for the Indebtedness of the Issuer as is specified in the instrument of Pledge pursuant to which such Bond is Pledged.

2.3 Issuance and Delivery of Bonds

(a)

(b)

2.4 Conditions Precedent to Delivery of Any Series


(a)	a. copy, certified by an Authorized Officer, of a resolution of the board of directors of the General Partner authorizing the issuance of such Bonds;'


(b)	a Counsel's Opinion to the effect that:


(i)	the Issuer has the right and power to enter into this Master Indenture and the Supplemental Indenture authorizing such Series; and

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(ii)

this Master Indenture the Lien Hereof and such Supplemental· Indenture have been duly and lawfully entered into by the Issuer, are in roll force and effect and are valid and binding upon the Issuer and enforceable in accordance with their terms and that any Lien Hereof existing pursuant to this Master Indenture or any Supplemental Indenture creates a valid Security Interest which is properly registered (subject only to· Permitted Encumbrances and applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and limitations arising from equitable principles and other usual and customary exceptions acceptable to the Trustee); and

(iii)

upon the execution, certification, authentication and delivery thereof, the Bonds of such Series shall have been duly and validly authorized and issued in accordance with the constating documents of the Issuer and the General Partner, this Master Indenture, the Lien Hereof and such Supplemental Indenture and shall constitute valid and binding obligations of the Issuer and the General Partner, enforceable in accordance with their terms and that any Lien Hereof existing pursuant to this Master Indenture or any Supplemental Indenture is valid and properly registered (subject only to applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and limitations arising from equitable principles and other usual and customary exceptions acceptable to the Trustee);


(c)	a Written Order of the Issuer as to the delivery of such Series:


(i)	stating in the case of registered Bonds or Global Bonds, the names and addresses of the holders or Depositary, as the case may be, and in the case of Bonds payable to bearer, instructions for the delivery of same;


(ii)	stating the aggregate principal amourit to be issued and the date and place of delivery of such Series and that all regulatory approvals required in connection with the issuance of such Series pursuant to the Applicable Utilities Legislation or otherwise have been obtained; and


(iii)	certifying that no Event of Default has occurred and is continuing under· this Indenture and that the issuance of such Series will not result in an Event of Default under this Indenture;


(d)	a duly executed copy of the Supplemental Indenture authorizing the Bonds of such Series which shall specify:


(i)	the authorized principal amount, currency of payment and Series designation of such Bonds and, if applicable, the number of Classes within such Series of Bonds;


(ii)	the date or dates, and the maturity date or dates, of the Bonds of such Series, or the manner of determining such dates, it being expressly acknowledged that Bonds which are payable on demand may be issued;

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(iii)	the interest rate or rates or discount rate or rates to be borne by the Bonds of such Series or the ·manner of determining such rate or rates, and the payment dates for interest .on Bonds of such Series;


(iv)	if applicable, the manner of dating, numbering and lettering the Bonds of such Series;


(v)	the Paying Agent or Paying Agents and the place or places of payment of · the principal and redemption price, if any, of and interest on, the Bonds of such Series or the manner of appointing and designating the same;


(vi)	if applicable, the terms of any Sinking Fund established for the Bonds of such Series;


(vii)	if applicable, the redemption or repurchase prices and the redemption or repurchase terms for the Bonds of such Series, or the manner of determining such price and terms and the manner of selecting the Bonds to be redeemed or repurchased;


(viii)	if applicable and so determined by the Issuer, provisions for the sale of the Bonds of such Series;


(ix)	the forms of the Bonds of such Series and the coupons, if any, to be attached to the Bonds of such Series and of the Trustee's certificate of authentication;


(x)	whether such Bonds are Senior Bonds or Subordinated Bonds and whether such Bonds are Obligation Bonds or Pledged Bonds;


(xi)	if applicable, the priority of payments and other entitlements, including covenants, events of default and other matters differentiating the Classes within a Series of Bonds to be issued under the Supplemental Indenture;


(xii)	if applicable, any special voting requirements applicable to the Bonds of such Series;


(xiii)	if applicable, that the Bonds of such Series are unsecured; and


(xiv)	any other provisions deemed advisable by the Issuer which do not conflict with the provisions hereof;


(e)	in the case of Pledged Bonds, a duly executed copy of the related Pledge and of every agreement secured by such Pledged Bonds and a Counsel's Opinion to the effect that:


(i)	the Issuer has the right and power to enter into the Pledge and each such agreement;


(ii)	the Pledge and each such agreement have been duly authorized, executed and delivered by the' Issuer, are in full force and effect and are valid and

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binding upon the Issuer and enforceable in 'accordance with their terms. (subject only to applicable bankruptcy, insolvency or similar laws affecting the enforcement' of creditors' rights generally and limitations arising from equitable principles and other usual and customary exceptions acceptable to the Trustee); and


(iii)	the Pledge complies with the provisions of Section 2.8;


(f)	if such Bonds create additional Indebtedness, the Officer's Certificate certifying the accuracy of Subsection 6.2(b), and certifying the purpose or purposes for which the proceeds of such Series are to be used and such other matters as required herein;


(g)	if any Bondholders' approval is required by the terms of this Indenture for the issuance of such Series, an Officer's Certificate stating that such approval has been obtained;


(h)	for any issuance of Bonds following the initial issuance of Bonds on April 29, 2002, confirmation from the Trustee that it has not received notice of any Default or Event of Default which has not been cured or waived m accordance with the terms hereof; and


(i)	such further documents and monies as are required by the provisions of Article 8 or any Supplemental Indenture.

Notwithstanding the foregoing provisions of this Section 2.4, if Bonds of any Series are to be delivered pursuant to a Commercial Paper Program established by the Issuer, the provisions of Subsection 2.4(b) and Subsections 2.4(f) through (i) may be satisfied by the Issuer at the time of the establishment of the Commercial Paper Program with respect to a maximum aggregate principal amount of Bonds not exceeding the Authorized Amount for such Commercial Paper Program; arid the Issuer shall be required to deliver to the Trustee only those documents set forth in Subsections 2.4(a), (c), (d) and (e) in connection with the issue of any Series of Bonds issued pursuant to such Commercial Paper Program at the time of issue of such particular Series.

2.5 Additional Conditions Precedent to Delivery of Refunding Bonds

In addition to the documents required by Section 2.4, the Trustee shall have received prior to authenticating and delivering any Refunding Bonds:


(a)	if a redemption of Bonds is to be effected, irrevocable written instructions from the Issuer to the Trustee to give due notice of redemption of all the Bonds to be refunded and the redemption date or dates, if any, upon which such Bonds are to be redeemed;


(b)	an Officer's Certificate stating either:


(i)	the amount of money (which may include all or a portion of the proceeds of the Refunding Bonds to be issued) required in order to pay when due the applicable Redemption Price of the Bonds to be refunded, which

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amount shall . be deposited contemporaneously with the issue of the Refunding Bonds with the Trustee; or

(ii)

the amount of non-callable or non-redeemable Central Government Obligations in the currencies of the Bonds to be refunded, the principal of and interest on which when due (without reinvestment thereof), together with the monies (which mayinclude all or a portion of the proceeds of the Refunding Bonds to be issued), if any, which shall be deposited contemporaneously with the issue of the Refunding Bonds with the Trustee, required in order to pay when due the applicable Redemption Price of the Bonds to be refunded; and

(c)

an Officer's Certificate stating that the purpose or purposes for which the proceeds of such Series of Refunding Bonds are to be used and the amount of such proceeds to be used for each such purpose are .to repay existing Indebtedness evidenced by one or more Series of Bonds which are to mature in full within eighteen (18) months of the certification and delivery of the Refunding Bonds to be issued.


2.6	Application of Proceeds of Bonds

The proceeds, including accrued interest, of any Series shall be applied by the Issuer in accordance with the certificate delivered to the Trustee pursuant to Subsection 2.4(f) in the case. of Bonds which are not Refunding Bonds and in accordance with the certificate delivered to the Trustee pursuant to Subsection 2.S(c) in the case of Refunding Bonds.

2.7 Terms

Each Series of Bonds shall bear the terms provided for in the Supplemental Indenture authorizing that Series.

2.8 Mandatory Provisions of Pledged Bonds

Each Pledged Bond shall be subject to the following conditions and restrictions, which shall be referenced or legended in such Pledged Bond:

(a)


(b)	notwithstanding the principal amount of such Pledged Bond, or the rate of interest expressed to be payable thereon, or that such Pledged Bond may be expressed to be payable on demand, such Pledged Bond shall constitute an obligation of the Issuer to the holder thereof or other Persons in whose favour the Indebtedness secured by such Pledged Bond are owed only to the extent of the lesser of:

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(i)	the outstanding Indebtedness (other than any undrawn amount under a Credit Facility) from time to time secured by such Pledged Bond at the time of calculation; and


(ii)	the principal amount of such Pledged Bond and interest accrued thereon; provided, however, that no Pledged Bond shall be deemed to have been redeemed only by reason of the Issuer having no Indebtedness or liability to the Persons in whose favour any Indebtedness is secured by any such Pledge at any time while a Pledged Bond is so Pledged,

and shall be payable only in accordance with the payment provisions applicable to the relevant Indebtedness;

(c)

notwithstanding the principal amount of such Pledged Bond, the holder or holders thereof shall, for the purposes of establishing a quorum under Subsections 9.4(a) and (b), be deemed to hold Bonds, and shall only be.entitled to that number of votes at any meeting of Bondholders or in respect of any Special Bondholders' Resolution or Extraordinary Resolution to which the holder of an Obligation Bond would be entitled, in a principal amount equal to the lesser of:


(i)	the outstanding Indebtedness (other than any undrawn amount under. a Credit Facility) secured by such Pledged Bond at the time of calculation; and


(ii)	the principal amount of such Pledged Bond and interest accrued thereon;

(d)


(e)	upon the termination of all Credit Facilities, Commercial Paper Programs, Financial Instrument Obligations or any other similar Indebtedness which is secured by a Pledged Bond and the payment of all amounts outstanding under such Indebtedness, the holder of such Pledged Bond shall deliver the Pledged Bond to the Trustee for cancellation· by the Trustee in accordance with Section 3.12.

2.9 Mandatory Provisions of Subordinated Bonds

The Issuer may issue one or more Series of Subordinated Bonds evidencing or securing Obligations in respect of Subordinated Debt, irrespective of the application of the Lien Hereof; provided that, so long as any Senior Bonds are Outstanding, each Subordinated Bond shall be subject to the following conditions, subordination and restrictions, which shall be referenced in the Supplemental Indenture creating such Subordinated Bonds and legended in such Subordinated Bond:

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(a)

each holder of Subordinated Bonds; by its acceptance thereof, agrees. that all Indebtedness of the Issuer evidenced by or collaterally secured by Subordinated Bonds is postponed, to the extent necessary to comply with this Section ·2.9, to the Indebtedness of the Issuer evidenced or collaterally secured by Senior Bonds and that the payment of the principal of and interest on the Subordinated Bonds (and the payments of all other amounts and the performance of all other obligations thereunder including, without limitation, payments on redemption) 'are hereby expressly subordinated, to the extent and in the manner set forth in this Indenture, in right of payment to the prior payment in full of all Senior Bonds and that the Senior Bonds shall rank in priority to the Subordinated Bonds in respect of any Collateral secured by this Indenture;

(b)

in the event of distribution, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Issuer, or the proceeds thereof, to creditors, or any proposal by the Issuer generally to creditors for a readjustment of any of the Indebtedness of the Issuer, or upon the dissolution or other winding up of the Issuer, or upon the sale of all or substantially all of the Business, the holders of any Senior Bonds shall be entitled to receive payment in full in cash or cash equivalents of the Senior Bonds (including, without limitation, interest accruing to the date of receipt of such payment at the rates applicable to the Senior Bonds, whether or not allowed as a claim in any such proceeding) before the holders of Subordinated Bonds are entitled to receive (including by way of set-off) any direct or indirect payment or distribution of any cash, property in respect of the or securities or other assets of the Issuer under this Indenture or Subordinated Bonds;

(c)

to the extent that any .payment of the Senior Bonds (whether as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee; receiver or other similar Person, the Senior Bonds or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred;

(d)

(e)

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(f)

if any payment or distribution to which the holders of Subordinated Bonds would otherwise have been entitled but for the provisions of this Section 2.9 shall have been applied to the payment in ·full of the Senior Bonds, the holders of Subordinated Bonds shall be entitled to receive from the holders of the Senior Bonds (unless otherwise required by applicable law) any substantially contemporaneous payments or distributions, or any part thereof, received by or on behalf of the holders of the Senior Bonds in excess of the amounts sufficient to pay in full all of the Senior Bonds;


(g)	if a Default or Event of Default shall at any time occur or exist, then at all times thereafter until:


(i)	such Default or Event of Default shall have been cured or waived by the requisite vote of the holders of the Senior Bonds; or


(ii)	such Senior Bonds shall have been paid in full in cash or cash equivalents and any agreement or obligation on the part of the holders of such Senior Bonds to make further financial accommodation to the Issuer shall have been terminated; or


(iii)	the benefits of this Section 2.9 shall have been waived in writing by or on behalf of the holders of Senior Bonds by a Special Bondholders' Resolution,

Issuer shall not, directly or indirectly, make, and, neither. the Trustee nor a holder of Subordinated Bonds or any Person on behalf of the Trustee or the holders of Subordinated Bonds shall, except as otherwise set out in Article 10, enforce their rights and remedies following the occurrence of a Default or an Event of Default or accelerate the Subordinated Bonds pursuant to Section 10.2 or sue for, take or receive (or take any action in furtherance of the same) from the Issuer, any payment on account of the Subordinated Bonds;

(h)

the Issuer shall not, directly or indirectly, make and neither the Trustee nor the holders of Subordinated Bonds or any Person on behalf of the Trustee or the holders of Subordinated Bonds shall sue for, take or receive (or take any action in furtherance of the same) from the Issuer any payment on account of the Subordinated Bonds (whether in cash, property, securities or other assets or by way of set-off), if such payment would result in the occurrence of a Default or an Event of Default. For greater certainty, the provisions of this Subsection 2.9(h) shall not affect the obligations of any holder of Subordinated Bonds .under this Section 2.9, or the rights of any holder of Senior Bonds to pursue any holder of Subordinated Bonds for any payments received in contravention of this Subsection 2.9(h);


(i)	the fact that any payment which is required to be made pursuant to the Subordinated Bonds is prohibited by this Section 2.9 shall not prevent the failure to make such payment from being a Default or Event of Default with respect to such Subordinated Bonds;

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(j)	the Trustee shall give. the holders of the Senior Bonds written notic~ of any Defaults or Events of Default by the Issuer with . respect to the Subordinated Bonds of which it has knowledge;

(k)

if any holder of Subordinated Bonds or the Trustee on their behalf shall receive any direct or indirect payment from or distribution of assets of the Issuer on account of the Subordinated Bonds which, .under the provisions of this Master Indenture, the holders of Subordinated Bonds are not specifically authorized to receive prior to the payment in full of all Senior Bonds, or which are inconsistent with the postponements or priorities provided in this Section 2.9, then the holders of Subordinated Bonds shall and do hereby declare that they will receive and hold such payment or distribution in trust for the benefit of the holders of the Senior Bonds and shall promptly pay the same over to the Trustee on behalf of the holders of such Senior Bonds in precisely the form received to the extent necessary to pay all such amounts in full;

(1)


(m)	the subordination and postponement provided for in this Section 2.9 shall remain in full force and effect until the entire amount of all Senior Bonds has been paid, or otherwise defeased in accordance with Article 12, and satisfied in full without regard to, and such subordination and postponement shall not be released, discharged, limited or in any way affected or impaired by:


(i)	any lack of validity or enforceability of or any limitation of liability under the Senior Bonds, this Indenture, any Lien Hereof or. any agreement, document or instrument now or hereafter given in connection with the Senior Bonds (collectively referred to as the "Bond Documents");


(ii)	any irregularity, defect, informality, lack of power or due authorization relating to any Bond Document;


(iii)	any amendment, modification, addition or supplement to any Bond Document;


(iv)	any extension, renewal, indulgence, compromise, or any other action or inaction, relating to any Bond Document;


(v)	any taking or abstention from taking of any Security Interest for, or any Guarantee of, any of the Obligations of any Person arising under any Bond Document whether or not such Security Interest or Guarantee is given in connection with a Bond Document;

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(vi)	any release, loss or exchange of any Bond Document or any collateral thereunder (with or without consideration};


(vii)	any default under, or any Jack of due execution of, or any failure to perfect, register or file notice of, any Bond Document;


(viii)	any waiver of or consent to a departure from any requirement or condition precedent contained in any Bond Document;


(ix)	any exercise or non-exercise of any right, remedy, power or privilege in respect of any Bond Document;


(x)	any change in the parties to, or in the interest of any party in, any Bond Document, including without limitation any change resulting from an assignment of the interest of any Person who is a party under any Bond Document;


(xi)	any method or sequence of application (or subsequent change thereof) at any time or from time to time used by any holder of Senior Bonds to apply any proceeds received from any source to such Bonds;


(xii)	any amalgamation, consolidation or merger of the Issuer or any Partner with or into the Issuer or such Partner;


(xiii)	any manner of dealing by any holder of Senior Bonds with the Issuer or the Trustee or any Partner;


(xiv)	any bankruptcy, insolvency, reorganization, arrangement or similar proceedings involving or affecting the Issuer or any Partner;

(xv)


(xvi)	any other circumstances of any nature whatsoever which might otherwise constitute a legal or equitable discharge of or defence against the Obligations of the Issuer hereunder (except payment or satisfaction in full of the Obligations of the Issuer under the Bond Documents),

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(n)	with respect to the subordination contemplated by this Section 2.9, by acceptance of Subordinated Bonds, each of the holders of Subordinated Bonds as such, absolutely and unconditionally waives:


(i)	all notices which may be required by statute, rule of law or otherwise to preserve any rights of any holder of Senior Bonds; and


(ii)	any right to require the exercise by any holder of Senior Bonds of any right, remedy, power or privilege in connection with any Bond Document (including without limitation any right to require any holder of Senior Bonds to take or exhaust any recourse against the Issuer or any other Person under the Bond Documents);

(o)

the subordination provided for in this Section 2.9 shall be continuing and shall continue irrespective of any one or more demands which may be made hereunder by any holder of Senior Bonds, and irrespective of .any statute of limitations otherwise applicable. If at any time a payment on. account of the Senior Bonds is rescinded or avoided upon the insolvency, bankruptcy or reorganization of the Issuer or any Partner or for whatever reason, the subordination provided for in this Section 2.9 shall be continuing or be reinstated, as applicable (irrespective of any statute of limitations otherwise.applicable), and shall cover and include each such rescinded or avoided payment, all as though such payment had not been made;

(p)

(q)

holders of Subordinated Bonds shall be entitled to attend the meetings of holders of Subordinated Bonds as a Series, or of any Class of Subordinated Bonds and shall be entitled to vote at any such meeting in accordance with the provisions of Section 9.7. Holders of Subordinated Bonds shall be entitled to attend any meeting of the Bondholders of all Series of Bonds but shall not be entitled to vote thereat unless,. and only to the extent that, there is a vote of Bondholders of Subordinated Bonds as a Series held at such meeting;


(r)	holders of Subordinated Bonds shall have no right to instruct the Trustee to waive any Event of Default pursuant to Section 10.3 or to exercise any remedies pursuant to Section 10.5;

(s)

holders of Subordinated Bonds shall have no right to institute or commence any proceedings for the appointment of .a receiver or receiver and manager or trustee for the Issuer or for any part of the property of the Issuer or any other proceeding relating to the Issuer under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute of any jurisdiction, whether now or hereafter in effect; and

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(t)

ARTICLE 3

GENERAL TERMS AND PROVISIONS OF BONDS

3.1 Bonds Generally

Subject to the provisions ·of Section 3.3, each Bond shall be 'entitled "AltaLink,L.P. Capital Markets Platform Bond" ·or such other title as may be specified for such Series .designation and, if applicable, shall bear such additional letter or number Class of a Series designation as shall be provided for in the Supplemental Indenture authorizing the Series of such Bonds and, if applicable, Class of a Series of Bonds. Bonds of any one Series shall be substantially identical except as to denominations and as may otherwise be provided in the Supplemental Indenture authorizing such Bonds. Each coupon Bond shall be· dated .as of the date· specified in, or determined in accordance with, the Supplemental Indenture authorizing such Bond and shall bear interest from its date, payable in the case of instalments due at or prior to maturity in accordance with, and upon surrender of, the appurtenant interest coupons as they severally become due. Each fully registered Bond shall be dated as of the Payment Date to which interest has been paid in full next preceding the date of authentication and delivery thereof by the Trustee, except that:


(a)	if such date of authentication and delivery shall be prior to the first Payment Date, such Bond shall be dated as of the date of the Bonds, if any, issued with coupons, as specified in the Supplemental Indenture authorizing such fully registered Bond, or, if no coupon Bonds are authorized in such Supplemental Indenture, then as of the date specified in such Supplemental Indenture; or


(b)	if such date of authentication and delivery shall be a Payment Date to which interest has been paid in full, such Bond shall be dated as of such Payment Date.

Each fully registered Bond shall bear interest from its date. Interest payable on any Bonds in respect of any period that commenced on a date that is not the day immediately following a Payment Date for such Bonds or ends on a date that is not a Payment Date for such Bonds shall be calculated on the basis of the number of days elapsed in such period for which interest is payable. Interest upon the principal of each Bond shall cease to accrue from the maturity date of such Bond unless payment of such principal shall be improperly withheld or refused upon due presentment and surrender of such Bond at the appropriate place on or after such maturity date. Subject to the provisions of the Supplemental Indenture authorizing a Series of Bonds and, if applicable, Classes of a Series of Bonds, interest shall be payable on all amounts of principal and interest which are not paid when due or the payment of which has not been provided for when · due, at the same rate of interest as is payable prior to such failure on the Outstanding principal amount of such Series and, if applicable, Classes of a Series of Bonds .

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3.2 Payment Dates

Principal and interest, if any, on any Series shall become due on the dates specified for the payment thereof in the Supplemental Indenture authorizing such Series.

3.3 Legends

3.4 Form of Legend for Global Bonds

Unless otherwise specified in the Supplemental Indenture authorizing a Series and, if applicable, Classes of a Series, every Global Bond of such Series and, if applicable, Classes of a Series, authenticated. and delivered by the Trustee shall bear a legend in substantially the following form:

THIS BOND IS A GLOBAL BOND WITHiN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS BOND MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO. TRANSFER OF THIS BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3.5 Place and Medium of Payment

by the Issuer for such purpose, at his or her address appearing-in such register a cheque drawn on the Issuer's bankers for such interest (less any tax required by law to be deducted), payable to the order of such holder or holders and negotiable at par at each of the places at which interest upon such Bonds is payable. The forwarding of such cheque shall satisfy and discharge the liability for the interest upon such Bonds to the extent of the sums represented thereby (plus the amount of any tax deducted as aforesaid) unless such cheque be not paid on presentation .. In the event of the non-receipt of such· cheque by such registered holder or the loss or destruction thereof, the Issuer, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity in amount and form reasonably satisfactory to it, shall issue or cause to be issued to such holder a replacement cheque for the amount of such cheque. The Issuer, in lieu of forwarding or causing to be forwarded any such cheque in payment of interest, may agree with any holder of Bonds to pay interest to or to the order of such holder at any place at which interest on such Bonds is payable and shall provide a certified copy of, or relevant extract from, any such agreement to the Trustee, and may make all such payments by pre-authorized transfer payments or other form of electronic payment acceptable to the Trustee and the holder of the Bond.

3.6 Forms and Denominations

The Bonds of each Series may be issued in the form of coupon Bonds which are not registered as to principal, coupon Bonds which are registered as to principal only, fully registered Bonds, a Global Bond or in such other form as may from time to time be customary, in each case as specified in the Supplemental Indenture authorizing such Series. Coupon Bonds not registered as to principal shall be payable to bearer with a single coupon .attached for each instalment of interest thereon, but shall be registrable as to principal in the n:ianner provided in Section 3.7. The definitive Bonds of each Series shall be in substantially the form set forth in the Supplemental Indenture authorizing such Series. The Bonds of each Series may be issued in such denomination or denominations as may be specified in the Supplemental Indenture authorizing such Series. In the absence of any provisions in such Supplemental Indenture specifying the denomination or denominations of such Series, the Bonds of such Series shall be in the denomination of Five Hundred Thousand Dollars ($500,000.00)' each or, if there are fully registered Bonds of such Series, in denominations of One Thousand Dollars ($1,000.00) or any integral multiple thereof.

3.7 Interchangeability of Bonds

(a)

Subject to the provisions of any Supplemental Indenture authorizing a Series of Bonds, coupon Bonds of such Series may, at the option of the holder thereof, upon reasonable notice and surrender thereof, together with all unmatured coupons, at the office of the Trustee in the City of Calgary, Alberta, and upon payment by such holder of any charges which the Issuer or the Trustee may make as provided in Section 3.9, be exchanged for an equal aggregate principal amount of fully registered Bonds of the same Series, maturity and interest rate in any . authorized denomination or denominations or, if such coupon Bonds are not registered as to principal, be exchanged for an equal aggregate principal amount of coupon Bonds registered as to principal of the same Series, maturity and interest rate with appropriate coupons attached .


(b)	Subject to the provisions hereof and the Supplemental Indenture authorizing a Series, fully registered Bonds of such Series, at the option of the registered holder

thereof upon reasonable .notice and surrender thereof at the principal office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by such registered holder or his or her duly authorized attorney, and upon payment by such registered holder of .any charges which the Issuer or the Trustee may make as provided in Section 3 .9, may be exchanged for an equal aggregate principal amount of fully registered Bonds of the same Series, maturity and interest rate, in any other authorized denomination or denominations. ·


(c)	The Issuer shall execute and the Trustee shall authenticate and deliver· all Bonds necessary to carry out the exchanges contemplated in this Section. Subject to Section 3.9, all Bonds surrendered for exchange shall be cancelled by the Trustee.

(d)

When coupon Bonds are issued in exchange for fully registered Bonds upon which interest is in default, as shown by the records of the Trustee, such Bonds shall have attached thereto all coupons maturing after the date to which interest has been paid in full, as shown by the records of the· Trustee, and in case any interest due and payable shall have been paid in part, appropriate notation shall be made on the coupons to evidence such fact.

3.8 Negotiability, Transfer and Registry

(a)

All coupons and all coupon Bonds, other than coupon Bonds registered as to principal, shall be negotiable instruments payable to" bearer and title thereto shall pass by delivery. The holder of any coupon Bond, other than a coupon Bond registered as to principal, shall be entitled to all of the principal evidenced by such coupon Bond, and the holder of any coupon shall be entitled to all of the interest evidenced by such coupon, in each case, free from all equities or rights of set-off or counterclaim between the Issuer and the original or any intermediate holder thereof, save in respect of equities of which the Issuer is required to take notice by statute or by order of a court of competent jurisdiction, and all Persons may act accordingly and the receipt by any such holder for any such principal or interest, as the case may be, shall be a good discharge to the Issuer and the Trustee for the same and neither the Issuer nor the Trustee shall be bound to inquire into the title of any such holder.


(b)	Notwithstanding any other provision of this Indenture, Pledged Bonds shall not be negotiable instruments.

(c)

The Issuer shall cause to be kept by and at the office of the Trustee in the City of Calgary, Alberta or at such other place or places (if any) as the Issuer may designate with the approval of the Trustee, by the Trustee or such other registrar as the Issuer may appoint or at such other place or places (if any) as may be specified in any Supplemental Indenture, registers (the registers maintained for such purposes in such office and at such other place or places being herein sometimes collectively referred to as the "register") in which, subject to such reasonable regulations as the Issuer or the Trustee or such other registrar may prescribe, shall be entered the names and addresses of the holders of fully registered Bonds and coupon Bonds registered as to principal only and particulars

of the Bonds held by. them. The Trustee is .hereby appointed registrar for the purpose of registering registered Bonds and transfers thereof as herein provided.

(d)

No transfer of a fully registered Bond or a coupon Bond registered as to principal shall be valid unless made on one of the registers therefor by the registered holder thereof or his or her executors, administrators or other legal representatives or by his or her attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee or other registrar, upon surrender of such Bond together with a written instrument of transfer satisfactory to the Trustee or other registrar and duly executed by such registered holder or such legal representatives or such duly authorized attorney and upon compliance with such reasonable. requirements as the Trustee or other registrar may prescribe and upon payment by (or on behalf of) such registered· holder of any charges which the Issuer or the Trustee may impose as provided in Section 3.9. Upon the surrender for registration of transfer of any such registered Bond, the Issuer shall execute and the Trustee shall authenticate and deliver, at the option of the transferee and subject to the provisions of the Supplemental Indenture authorizing such Bonds a new fully registered Bond, registered in the name of the transferee, of the same aggregate principal amount, Series, maturity and interest rate as. the surrendered Bond, or coupon Bonds registered as to principal in the name of the transferee, of the same aggregate principal amount, Series, maturity and interest rate as the surrendered Bond, with appropriate coupons attached. Subject to Subsection after the appropriate form of transfer is lodged with the Trustee or other registrar and upon compliance with ·al1 other conditions in that regard required by this Master Indenture, any applicable Supplemental Indenture or by law, the transferee of a registered Bond shall be entitled to be entered on the register as the holder of such Bond free from all equities or rights of set-off or counterclaim between the Issuer and his or her transferor or any previous holder of such Bond, save in respect of equities of which the Issuer is required to take notice by statute .. or by order of a court of competent jurisdiction, and all Persons may act accordingly.

(e)

thereof, whether such Bond shall be overdue or not,' for the purpose of receiving payment of, or on account of, ·the principal or redemption price, 'if any,' of such Bond and for all other purposes, except for the purpose of receiving payment of coupons, and neither the Issuer nor any Fiscal Agent shall be affected by any notice to the contrary. The Issuer and each Fiscal Agent may deem and treat the Person in whose name any fully registered Bond is registered as the absolute owner thereof, whether such Bond shall be overdue or not, for all other purposes, and neither the Issuer nor any Fiscal Agent shall be affected by any notice to the contrary. Payment of, or on account of, the principal or redemption price, if any, of any fully registered Bond, or the interest on such Bond, shall be made only to, or upon the order of, the registered holder thereof. All such payments shall be valid and effective to satisfy and discharge the liability upon such Bond in respect of such principal, redemption price or interest to the extent of the sum or sums so paid.


(f)	The following provisions apply to Global Bonds: ·

(i)

each Global Bond authenticated under any Supplemental Indenture shall be registered in the name of the Depositary designated for such Global Bond or a nominee-thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Bond shall constitute a single Bond for all purposes of this Indenture. None of the Issuer, the Trustee or any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depositary on account of the beneficial interests in any Global Bond. Except as provided in this Subsection 3 .8(f), owners of beneficial interests in any Global Bond shall not be entitled to have Bonds registered in their names, shall not receive or be entitled to receive Bonds in definitive form and shall not be considered owners or holders thereof under this Indenture. Nothing in this Master Indenture or in any Supplemental Indenture shall prevent the owners of beneficial interests in Global Bonds from voting such Bonds using duly executed proxies;


(ii)	notwithstanding any other provision in this Indenture, no Global Bond may be exchanged in whole or in part for Bonds registered, and no transfer of a Global Bond in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Bond or a nominee thereof unless:


(A)	such Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Bond; or


(B)	such Depositary has ceased to be a clearing agency (registered, if required, under the securities legislation governing such Global Bond) or otherwise ceased to be eligible to be a depositary; or


(C)	such Depositary has been notified by the Issuer, at the Issuer's option, that the Issuer elects or is required by law to terminate the book entry only system through such Depositary;


(D)	there shall have occurred and be. continuing an Event of Default; or


(E)	there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose in the Supplemental Indenture authorizing such Global Bond;

(iii)

subject to Paragraph 3.8(f)(ii), any exchange of a Global Bond for Bonds which are not Global Bonds may be made in whole or in part in accordance with the provisions of Subsection 3.ll(b), mutatis mutandis. All such Bonds . issued in exchange for a Global Bond or any portion thereof shall be registered in such names as the Depositary for such Global Bond shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to Global Bonds) as the Global Bond or portion thereof surrendered upon such exchange; and

(iv)

every Bond authenticated and delivered upon registration of transfer of a Global Bond, or in exchange for or in lieu of a Global Bond or any portion thereof, whether pursuant to this Subsection 3.8(f) or otherwise, shall be authenticated and delivered in the form of, arid shall be, a Global Bond, unless such Bond is registered in the name of a Person other than the Depositary for such Global Bond or a nominee thereof .

3.9 Regulations with Respect to Exchanges and Transfers

In all cases in which the privilege of exchanging Bonds or registering the transfer of Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture. Subject to Subsection 3 .11 (b), all registered Bonds surrendered for exchange or registration of transfer shall forthwith be cancelled by the Trustee. All coupon Bonds not registered as to principal and the coupons appertaining thereto which are surrendered for exchange may be retained, when directed in writing by the Issuer, in the possession of the Trustee for the purpose of reissuance upon a subsequent exchange, and the Trustee, prior to reissuance of any such coupon Bonds, shall detach therefrom and cancel all matured coupons. For every exchange or registration of transfer of Bonds, whether temporary or definitive, the Issuer and/or the Trustee, as a condition precedent to the privilege of making such exchange or registration of transfer, may impose a charge sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer. No charge shall be made to the holder in connection with such exchange or registration of transfer to pay the cost of preparing each new Bond issued upon such exchange or registration of transfer." Any such charge shall be borne by the Issuer. Neither the Issuer nor the Trustee shall be required to exchange or register the transfer of Bonds of any Series for a period of fifteen (15) days next preceding a Payment Date for the Bonds of such Series or, in the case of any proposed redemption of Bonds of any Series, for a period of fifteen (15) days next preceding any selection of Bonds of such Series to be redeemed or thereafter until the first publication or mailing of any notice of redemption .

3.10 Bonds Mutilated, Defaced, Destroyed, Stolen or Lost

In case any Bond or coupon shall become mutilated or defaced, or be destroyed, stolen or lost, the Issuer shall, subject to applicable law, execute, and thereupon the Trustee, at its.principal office, shall authenticate and deliver a new Bond (with appropriate coupons attached in the case of a coupon Bond to which coupons were attached at the time such Bond was mutilated, defaced, destroyed, stolen or lost) or a new coupon of like date and tenor as the Bond or coupon, as the case may be, so mutilated, defaced, destroyed, stolen or lost, in exchange and substitution for such mutilated or defaced Bond or coupon upon surrender and cancellation thereof, or in lieu of and substitution for such destroyed, stolen or lost Bond or coupon, upon filing with the Trustee evidence satisfactory to the Issuer and the Trustee in their discretion that such Bond or coupon has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Issuer and the Trustee with an indemnity in amount and form satisfactory to them in their discretion and complying with such other reasonable terms and conditions as the Issuer and the Trustee may prescribe and paying such reasonable charges and expenses as the Issuer and Trustee may incur in connection therewith. All mutilated or defaced Bonds and coupons surrendered to the Trustee pursuant to this Section shall be cancelled by it. Any new Bond or coupons authenticated and delivered pursuant to this Section in substitution for a Bond or coupons mutilated or defaced or alleged to be destroyed, stolen or lost shall constitute original additional contractual obligations on the part of the Issuer, whether or not the Bond or coupons so alleged to be destroyed, stolen or lost constitute contractual obligations at any time enforceable by anyone. Any new Bond or coupon authenticated and delivered pursuant to this Section shall be entitled to all the benefits of this Indenture and the Collateral equally and rateably in accordance with the terms of this Indenture with·any and all other equal ranking Series of Bonds and coupons.

3.11 Preparation of Definitive Bonds and Temporary Bonds

(a)

Unless otherwise provided in any Supplemental Indenture authorizing any Series of Bonds, definitive Bonds (other than Pledged Bonds and Global Bonds) of such Series shall be typewritten. Pending the preparation and delivery to the Trustee of definitive Bonds of any Series, the Issuer may execute in lieu thereof (in the same manner as is provided in Section 3 .13 but subject to the provisions, conditions and limitations set forth in this Section) and, upon the Written Request of the Issuer, the Trustee shall authenticate and deliver one or more temporary Bonds which are printed, typewritten or otherwise produced, in such form and in any authorized denomination substantially of the tenor of the definitive Bonds in lieu of which such temporary Bonds are issued and with such appropriate omissions, insertions, substitutions and other variations as the Trustee or any Authorized Officers executing such temporary Bonds may approve, such approval to be conclusively evidenced by the execution thereof by the Issuer (in the manner provided in Section 3.13) and the authentication and delivery thereof by the Trustee. Any such temporary Bonds shall entitle the holders thereof to definitive Bonds in any authorized denomination when the same are prepared and ready for delivery. The aggregate principal amount of temporary Bonds of any Series authenticated and delivered by the Trustee shall not exceed the aggregate principal amount of Bonds of such Series authorized by the Supplemental Indenture authorizing such Series.

(b)

Within a reasonable time after the issuance of any temporary Bonds.. the Issuer shall cause to be prepared the appropriate definitive Bonds for delivery to the holders of such temporary Bonds. After the preparation of definitive Bonds of a Series, the temporary Bond or Bonds of such Series shall be exchangeable for definitive Bonds of such Series upon surrender of such temporary Bond or Bonds at the principal office of the Trustee or at the principal office of any other Paying Agent, without charge to the holder thereof. Upon surrender of any such temporary Bond, the Issuer shall execute and the Trustee shall authenticate .and deliver in exchange for all or any part of such temporary Bond, one or· more definitive Bonds of the same Series, of any authorized denomination and of like tenor and for an aggregate principal amount equal to the aggregate principal amount of the temporary Bond or part thereof that is being exchanged for such definitive Bond or Bonds and if, part only of such temporary Bond is being exchanged for such definitive Bond or Bonds, together with such temporary Bond with the ·reduction of the principal amount thereof endorsed thereon or on a schedule annexed thereto by the Trustee or such Paying Agent or together with a new temporary Bond or Bonds, executed by the Issuer and authenticated and delivered by the Trustee, of the same Series, of any authorized denomination and of like tenor. and for an aggregate principal amount equal to the remaining principal amount of the surrendered temporary Bond or Bonds. . Upon the exchange of the entire principal amount of a temporary Bond for definitive Bonds or for definitive Bonds together with new temporary Bonds, the temporary Bond so exchanged shall be cancelled by the Trustee. Until exchanged for definitive Bonds, the temporary Bond or Bonds of any Series·shall in all respects be entitled to the same benefits and Collateral under this Indenture as definitive Bonds of such Series.

3.12 Cancellation and Destruction of Bonds or Coupons

All Bonds paid or redeemed, either at or before maturity, together With all unmatured coupons, if any, appertaining thereto, shall be delivered to the Trustee when such payment or redemption is made, and such Bonds and coupons, together with all Bonds purchased by the Issuer, shall thereupon be cancelled. No Bonds shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this Section except as expressly permitted under this Indenture. All coupons shall be promptly cancelled upon their payment and delivered to the Trustee.

3.13 Authentication

(a)

thereof is entitled to the benefits of this Indenture and the Collateral if the Bonds are secured.

(b)

The certificate of the Trustee on Bonds shall not be .construed as a representation or warranty by the Trustee as to the validity of this Indenture or of the Bonds (except the due certification thereof and any other warranties implied by law) or as to the performance by the Issuer of its obligations under this Indenture and the Trustee shall in no respect be liable or answerable for the use made of the Bonds or any of them or of the proceeds thereof .


(c)	Except as otherwise provided herein, the Trustee, before authenticating and delivering any coupon Bonds, shall cut off, cancel and destroy all matured coupons attached thereto, except matured coupons for which payment in full has not been made or provided.

3.14 Registers Open for Inspection

The registers mentioned in Section 3.8 shall at all reasonable times be open for inspection by the Issuer, the Trustee or any Bondholder (including, without limitation, any Person who has a beneficial interest in a Pledged Bond or Global Bond and who provides a sworn affidavit confirming such beneficial ownership). Every registrar (including the Trustee) shall from time to · time when requested to do so in writing by the Issuer or by the Trustee furnish ·the Issuer or the Trustee with a list of the names and addresses of holders of Bonds entered on the register kept by such registrar·and showing the principal amount and serial numbers of the Bonds held by each such holder. Every registrar (including the Trustee) shall, from time to time when requested in writing by a Bondholder (including, without limitation, any Person who has a beneficial interest in a· Pledged Bond or Global Bond and who provides a sworn, affidavit confirming such beneficial ownership), at the expense of the Bondholder, furnish the Bondholder with a list of the names and addresses of holders of Bonds or any Series thereof entered on the register kept by such registrar and showing the principal amount and serial numbers of the Bonds held by such holders. Notice of such request shall be provided by the registrar (including the Trustee) to the Issuer.

3.15 Right to Redeem

Bonds of a Series may be subject to redemption prior to maturity at such times, to the extent and in . the manner provided herein and in· any Supplemental Indenture authorizing the issuance thereof. Bonds of any Series which are redeemable before their maturity shall be redeemable in accordance with their terms and in accordance with Sections 3 .16 to 3 .22.

3.16 Election to Redeem

The right of the Issuer to elect to redeem any Bonds of any Series shall be set forth in the terms of the Bonds of such Series established in accordance with the Supplemental Indenture authorizing such Series. In the case of any redemption of Bonds (a) prior to the expiration of any applicable restriction on such redemption provided in the terms of such Bonds or elsewhere in this Master Indenture or in the applicable Supplemental Indenture; or (b) pursuant to an election of the Issuer that is subject to a condition .specified in the terms of such Bonds, the Issuer shall

furnish the Trustee with an Officer's Certificate evidencing compliance with such restriction or condition.

3.17 Bonds to Be Redeemed


(a)	Unless otherwise specified in a Supplemental Indenture, if less than all the Bonds of any Series are to be redeemed, the Bonds of the Series to be redeemed shall be redeemed on a pro rata basis in accordance with the principal amount of the Outstanding Bonds of such Series held by a Bondholder.


(b)	For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bonds redeemed or to be redeemed, only in part, to the portion of the principal amount of such Bonds which has been or is to be redeemed.

3.18 Notice of Redemption


(a)	Unless otherwise specified in a Supplemental Indenture, notice of redemption shall be given by or on behalf of the Issuer in the manner provided in Section 7 .2 to the holders of Bonds of any particular Series to be redeemed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date. All notices of redemption shall state:


(i)	the Redemption Date;


(ii)	the Redemption Price, including the premium, if any;


(iii)	subject to Section 3 .17, if less than all the Outstanding Bonds of that Series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the .Particular Bonds to be redeemed;


(iv)	that on the Redemption Date, the Redemption Price will become due and payable upon each such Bond to be redeemed;


(v)	the place or places where such Bonds ·being redeemed are to be surrendered for payment of the Redemption Price; and


(vi)	that interest shall cease to accrue on the portion of the Bonds to be redeemed as of the Redemption Date.

(b) For the purpose of this Section, if the Bonds of a Series are issued in book entry only form, notice to the Depositary shall constitute notice to the holders of the Bonds.

3.19 Deposit of Redemption Price


(a)	Except for Global Bonds, the Issuer will, on or before 9:30 a.m. (Calgary time) on any Redemption Date, deposit with the Trustee an amount m immediately

available funds sufficient to pay the Redemption Price of, and accrued interest on, all the Bonds which are to be redeemed on that date.


(b)	For Global Bonds, the Issuer will, on or before 9:30 a.m. (Calgary time) on any Redemption Date, pay the Redemption Price to the Depositary in accordance with the book entry only system of the Depositary and provide written notice to the Trustee that such payment has been made.

3.20 Bonds Payable on Redemption Date

Notice of redemption having been given as aforesaid, the 'Bonds so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Issuer shall default in the payment of the Redemption Price, such Bonds shall cease to bear interest and shall be void. Upon surrender of any such Bond for redemption in accordance with said notice, such Bond shall be paid by the Trustee on behalf of the Issuer at the Redemption Price; ·provided, however, that, unless otherwise specified, installments of interest on Bonds whose stated maturity is on or prior to the Redemption Date shall be payable according to their terms and the provisions of Section 3.5.

3.21 Bonds Redeemed in Part

Any Bond (including a Global Bond) which is to be redeemed only in part shall be surrendered at the principal office of the Trustee or any other Paying Agent (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder thereof or its attorney duly authorized in writing)· and the Issuer shall execute and the Trustee shall certify and deliver to the holder of · such Bond without service charge a new Bond or Bonds of the same Series (including a Global Bond,. as applicable), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal.of the Bond so surrendered.

3.22 Mandatory Sinking Fund Redemption

3.23 Purchase for Cancellation

The Issuer may, at any time when no Default or Event of Default has occurred and is continuing, purchase all or any of the Bonds in the market (which shall include purchase from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender or by private contract, provided that the price at which any Bond may be purchased by private contract shall not exceed the principal amount thereof together with accrued and unpaid interest thereon and costs of purchase. All Bonds so purchased shall forthwith be delivered to the Trustee and shall be cancelled by it and, subject to the following paragraph of this Section 3.23, no Bonds shall be issued in substitution therefor.

If, upon an invitation for tenders, more Bonds are tendered at the same lowest price than the Issuer is prepared to accept, the Bonds to be purchased by the Issuer shall be selected by the Trustee, in such manner (which may include selection by lot, selection on a pro rata basis, random selection by computer or any other method) as the Trustee considers appropriate, from the Bonds tendered by each tendering Bondholder who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Bonds may be so selected, and regulations so made shall be valid and binding upon all Bondholders, notwithstanding the fact that, as a result thereof, one or more of such Bonds become subject to purchase in part only. The holder of a Bond of which a part only is purchased, upon surrender of such Bond for payment, shall be entitled to receive, without expense to such holder, one or more new Bonds for the unpurchased part so surrendered, and the Trustees shall certify and deliver such new Bond or Bonds upon receipt of the Bond so surrendered.

ARTICLE 4

DISBURSEMENTS OF NET REVENUES AND ESTABLISHMENT OF ACCOUNTS

4.1 Disbursements of Net Revenues

Subject to Sections 2.9 and 10.13, the Issuer shall disburse and apply all Net Revenues in the following order of priority:


(a)	first, to pay all principal, interest, fees and other amounts due on the Obligation Bonds and the Indebtedness secured by Pledged Bonds (other than the Subordinated Bonds) as required under this' Indenture and by the terms of such Indebtedness;


(b)	second, to make any required deposits to the Funds in the following order of priority:

(i) to each Sinking Fund, if any; and

(ii) to any other Fund created from time to time;


(c)	third, to establish any reserve Fund the Issuer may deem to be prudent or necessary to fund any foreseeable future obligations of the Issuer;


(d)	fourth, to pay all principal, interest, fees and other amounts due on the Subordinated Bonds and any other Indebtedness of the Issuer, as required (as the case may be) under this Indenture and by the terms of such Indebtedness; and


(e)	fifth, provided:


(i)	no Default or Event of Default has occurred and is continuing and will not occur after giving effect to the proposed payment; and


(ii)	all of the Funds are fully funded, if required,

to make a Permitted Payment.

4.2 Establishment of and Disbursements from Sinking Funds

(a)

The Issuer shall, to the extent required by a Supplemental Indenture, establish one or more segregated and separate Accounts at a single branch of a bank -in Alberta in the name and control of the Trustee, in trust, and subject to the Lien Hereof (if any) each designated as a "Series Sinking Fund" with respect to any Series of Senior Bonds to be governed by the terms of this Master Indenture 'and the ·applicable Supplemental Indenture(s) providing for such Series Sinking Funds or designated as the "General Sinking Fund" for the benefit of all Senior Bonds then outstanding to be governed by the terms of this Master Indenture and the applicable Supplemental Indenture(s) providing for such General Sinking Fund (collectively, the "Sinking Funds"). Funds shall be transferred from Net Revenues into· each Sinking Fund from time to time as required pursuant to Paragraph 4.l(b)(i), or the applicable Supplemental Indenture(s) providing for such Sinking Fund.


(b)	Any monies held in the Sinking Funds shall be held by the Trustee in cash or invested in Permitted Investments as directed by an Authorized Officer in writing to the Trustee from time to time in accordance with Section 4.4.

(c)


(d)	Assets in the General Sinking Fund established pursuant to a Supplemental Indenture. shall be applied by the Trustee exclusively for the payment on a pro rata basis (based on the principal amounts then outstanding on the Senior Bonds) of the principal amounts due on all Senior Bonds outstanding from time to time.

4.3 Administration of Accounts, Funds and Reserve Funds

Unless this Master Indenture or any Supplemental Indenture requires that a Fund or Account be segregated or held in a separate bank account, such Funds and Accounts are only required to be recorded separately in the books and records of the Issuer, the Trustee or any other Person. All money and Permitted Investments held by the Issuer, the Trustee, any Fiscal Agent or any other Person which is required to be segregated under this Master Indenture or any Supplemental Indenture in any Fund or Account shall be accounted for and held separate and apart from all other money and securities of the Issuer, the Trustee, any Fiscal Agent or any .other Person, as the case may be. All money, Permitted Investments and undrawn availability under a Credit Facility shall be applied, used and withdrawn solely for the purposes authorized in this Master Indenture and any Supplemental Indenture and, until so applied, used and withdrawn, shall be held by the Issuer, the Trustee, any Fiscal Agent or any other Person, as the case may be.for such purposes and subject to the terms of this Master Indenture and any Supplemental Indenture.

4.4 General Regulations as to Permitted Investments

(a)

All money held in any Sinking Fund shall be held by the Trustee in cash or invested in Permitted Investments at the direction of an Authorized Officer of the Issuer. All money held in any other Fund or Account established pursuant to this Master Indenture or pursuant to any Supplemental Indenture shall be held in cash or invested in Permitted Investments, or be satisfied otherwise as provided in this Master Indenture or in any such Supplemental Indenture, in all cases at the direction of an Authorized Officer of the Issuer. Any written direction by the Issuer to the Trustee as to the investment of funds forming part of any Fund or Account held by the Trustee shall be in writing and shall be provided to the Trustee no later than 9:00 a.m. (Calgary time) o~ the day on which the investment is to be made. Any such direction received by the Trustee after 9:00 a.m. (Calgary time) shall be deemed to have been given prior to 9:00 a.m. (Calgary time) on the next Business Day. Nothing herein shall prevent the Issuer from making investments in cash or Permitted Investments in a Fund or Account held by the Trustee in accordance with standard procedures agreed to by the Trustee for the making of such investments by the Issuer on behalf of the Trustee.

(b)

Permitted Investments purchased using money in any Sinking Fund or any other Account or Fund established under this Indenture shall be deemed at all times to be a part of such Sinking Fund, or such other Fund or Account, as applicable. Permitted Investments so purchased shall be sold on commercially reasonable terms upon the written direction of an Authorized. Officer of the Issuer whenever it shall be necessary so to do in order to provide monies to make any withdrawal or payment from any Sinking Fund or any other Fund or Account For the purposes of any such investment, a Permitted Investment shall be deemed to mature at the earliest date on which the obligor is, on demand, obligated to pay a fixed sum in discharge of the whole of such Permitted Investment. Permitted Investments -in which money held in the Sinking Fund or any other Fund or Account have been invested shall mature not later· than the respective dates as estimated and directed by the Issuer, when monies from such Sinking Fund or any other Fund or Account shall be needed. The Trustee shall have no responsibility or liability to anyone in respect of any such estimate by the Issuer.


(c)	In calculating the amount in any Sinking Fund or any other Fund or Account, obligations maturing within the three (3) year period next succeeding the date of calculation shall be valued at their -amortized value, and obligations maturing more than three (3) years following the date of calculation shall be valued at the lower of their amortized value or their market value.


(d)	For purposes of this Indenture, the amortized value means par, if the obligation was purchased at par. When used with respect to an obligation purchased at a premium above or a discount below par, the amortized value shall be determined by linear interpolation between the purchase price on the date of purchase and par on the maturity date.

ARTICLE 5

SECURITY

5.1 Security Interest in Business and Issuer

Unless otherwise set out in a Supplemental Indenture, all Bonds issued under this Indenture shall be secured obligations of the Issuer.

5.2 Effect Necessary Registrations

The Issuer will register or file the Lien Hereof (or a notice or financing statement in respect thereof) without delay at every public office of record where the registration or filing thereof is, in the Opinion of Counsel, required to preserve, protect and perfect the security thereby created; and the Issuer will deliver or exhibit to the Trustee, on demand, certificates or .other evidence establishing such registrations or filings and will renew any registrations or filings as may be necessary from time to time to so preserve and protect the security created by the Lien Hereof and its priority, subject to Permitted Encumbrances.

5.3 Priority of Bonds


(a)	Any Sinking Fund shall be first for the equal and rateable benefit and security of the Senior Bonds of the Series for which the Sinking Fund was established.


(b)	Where Classes have been created within a Series of Bonds, the Bonds of such Series shall rank pari passu with all other Series but the priority of distributions of proceeds among Classes within the Series. shall be made in accordance with the Supplemental Indenture for such Series.

(c)

The Senior Bonds shall rank in priority to the Subordinated Bonds in·respect of any Collateral secured by this Indenture, which priority shall be effective in all events and in all circumstances and, without limiting the generality of the foregoing, the said priority shall be effective notwithstanding the date of issue, authentication or delivery of Bonds, the dates of any advances evidenced or collaterally secured by any Bonds, the dates of enforcement of remedies following an Event of Default pursuant to the terms of this Indenture or any Supplemental Indenture or the rules of priority established under any applicable law.

5.4 Partial Release

It is acknowledged that the registrations made by the Issuer in favour of the Trustee to preserve, protect and perfect the Lien Hereof may affect the ability of the Issuer to dispose of the Collateral in the ordinary course of its business. Therefore, the Trustee shall provide the Issuer, or a third party if requested by the Issuer, with a partial discharge of the Lien Hereof held against the Collateral pursuant to this Master Indenture or any Supplemental Indenture, or other written assurance that such Security Interest does not apply to a portion of the Issuer's undertaking and assets upon delivery to the Trustee of an Officer's Certificate certifying that the disposition of the Collateral is in the Issuer's ordinary course of business; there is no material adverse change in the operations of the Business together. with an Opinion of Counsel that such partial release does not impair the Lien Hereof against the remaining Collateral.

5.5 Power of Attorney

The Issuer hereby constitutes and appoints the Trustee, or a receiver appointed by the Trustee, as the agent of the Issuer and any officer of the Trustee or receiver, as the attorney of the Issuer with full power of substitution, in the place of the Issuer and in the name and on behalf of the Issuer or in its own name upon the occurrence of an Event of Default, and at any time thereafter if the Event of Default shall then be continuing, to execute, deliver and do all such acts, deeds, leases, documents, transfers, demands, conveyances, assignments, contracts, assurances, consents, financing statements and things as the Issuer has herein agreed to execute, deliver and do as may be required by the Trustee to give effect to this Indenture or the Bonds or in the exercise of any rights, powers or remedies hereby or thereby conferred on the Trustee, and generally to use the name of the Issuer in the exercise of all or any of the rights, powers or remedies hereby or thereby conferred on the Trustee, including, without limitation, the right to bring actions for and in the name of the Issuer, the right to disburse or make payments from any Sinking Fund and any other Fund or Account and the right, but not the obligation, to exercise the rights of the Issuer under any Security Interest granted under this Indenture and to cure any defaults hereunder (including under any Indebtedness secured by a Pledged Bond). This appointment, coupled with an interest, shall not be revoked by the insolvency, bankruptcy, dissolution, liquidation or other termination of the existence of the Issuer, any Partner or for any other reason.

ARTICLE 6

COVENANTS

6.1 General Covenants of the Issuer


(a)	To Pay Principal and Interest . The Issuer shall duly and punctually pay or cause to be paid to every Bondholder the principal of, premium, (if any) and interest and any other amounts due . on the Bonds (including any Indebtedness secured by a Pledged Bond) on the dates,. at the places, in the monies and in the manner mentioned herein and in the Bonds.

(b)

Carrying on Business . The Issuer shall own, purchase, maintain and repair or reconstruct the Principal Property and all other assets, including licences, permits and intellectual property, necessary to operate the Business and directly receive all Revenues associated therewith and shall at all times carry on and conduct the Business in a proper, efficient and businesslike manner and in accordance with good business practices so as to comply with all requirements of the AEUB and all other applicable regulatory requirements and preserve and protect the Revenues thereof. The Issuer shall pay all Operating and Maintenance Expenses when due in the ordinary course of business and comply with all material contracts as required to give effect to the foregoing covenant. The Issuer shall not engage in any business other than the Business.

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(c)

Insurance . The Issuer shall maintain insurance with respect to its properties and business and against such casualties and contingencies and in such types and such amounts as shall be in accordance with sound business practices which are standard in the industry and in accordance with any express .requirements of Government Authorities, where applicable, including the right to self-insure and/or co-insure with respect to any of the insurance required to be maintained by the Issuer pursuant to this paragraph.


(d)	Compliance with Laws and Contracts . The Issuer shall at all times comply in all material respects with all requirements of the Applicable Utilities Legislation, all other applicable laws and governmental orders or regulations.


(e)	Payments Made Directly by Issuer. If any payment is made by the Issuer to a registered Bondholder or to the Depositary, other than pursuant to Indebtedness secured by a Pledged Bond, the Issuer will provide written notice to the Trustee on the date such payment is made confirming that such payment has been made.

(f)

(g)

Taxes. The Issuer shall, from time to time, pay 'or cause to be paid all Taxes lawfully levied, assessed or imposed upon or' in respect of its property or any part thereof or upon its income and profits as and when the same become due and payable and withhold and remit any amounts required to be withheld by it from payments due to others and remit the same to any government or agency thereof, and it will exhibit or cause to be exhibited to the Trustee,. when requested, the receipts and vouchers establishing such payment and will in all material respects duly observe and conform to all applicable requirements of any Government Authority relative to any of the property or rights of. the Issuer and all covenants, terms and conditions upon or under which any such property or rights are held; provided, however, that the Issuer shall have the right to contest, in good faith and diligently by legal proceedings, any· such Taxes and, during such contest, may delay or defer payment or discharge thereof.

(h)

Further Assurances . The Issuer shall make and execute, or cause to be made and executed, any and all such further indentures, acts, deeds, conveyances, assignments or assurances as may be reasonably required for carrying out the intention of this Indenture, and for the better assuring and confirming unto the holders of the Bonds of the rights and benefits provided in this Indenture or any other agreement relating to any Bonds.


(i)	Name Change. The Issuer shall notify the Trustee in writing within ten (10) days of the occurrence of any change of name of the Issuer. Within thirty (30) days of the change of name or amalgamation, the Issuer shall provide the Trustee with:

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(i)	a Notarial or certified .copy of articles of· amendment or articles of amalgamation effecting the change of name or amalgamation; and


(ii)	an Opinion of Counsel confirming that all appropriate registrations, filings or recordings have been made as a result of such change of name or amalgamation on behalf of the Trustee to fully and effectively maintain the perfection and priority of the security created by the Lien Hereof.

(j)

Existence. The Issuer shall maintain its existence as a limited partnership pursuant to the Partnership Act (Alberta), subject to the Issuer's right to reorganize, merge or amalgamate in accordance with the terms of Section 6.7. The General Partner agrees to maintain its corporate existence, and shall not agree to amend the Limited Partnership Agreement in 'a manner which would cause the Issuer to dissolve or cease to exist under the Partnership Act (Alberta).


(k)	Books and Records. The Issuer shall maintain proper books and records in accordance with good accounting practices.


(1)	Reporting Issuer. Should the Issuer become a "reporting issuer" under the Securities Act (Alberta) or any other Canadian or provincial securities legislation at any time while Bonds are outstanding, the Issuer shall thereafter maintain its status as a reporting issuer under such legislation if required by such legislation or the terms of any Supplemental Indenture .


(m)	Incurrence of Indebtedness. The Issuer will not directly or indirectly, Guarantee, incur, issue or become liable for or in respect of any Indebtedness unless:


(i)	no Default or Event of Default has occurred and is continuing under this Master Indenture or any Supplemental Indenture on that date; and

(ii)

such Indebtedness is incurred pursuant to an Obligation Bond issued pursuant to this Indenture or collaterally secured by a Pledged Bond issued pursuant to this Indenture, save and except for any Indebtedness having, at the time issued, a principal amount, or in the case of any Financial Instrument Obligation a notional amount, of less than One Million Canadian Dollars (Cdn.$1,000,000), which the Issuer at its option elects not be incurred pursuant to an Obligation Bond or Pledge Bond, provided that at no time shall the aggregate of such Indebtedness incurred without an Obligation Bond or a Pledge Bond exceed the principal amount or notional amount (as the case may be) of Twenty Million Canadian Dollars (Cdn.$20,000,000).

(n)

Maintain Security. The Issuer will fully and effectively maintain and keep the security ·created by the Lien Hereof to be maintained and kept as a valid and effective security at all times while the Bonds to which the Lien Hereof applies are outstanding and it will not permit or suffer the registration of any Security Interest whatsoever, upon or in respect of any of the Collateral, other than Permitted Encumbrances; provided that the registration of any such Security

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Interest shall be deemed not to be a breach of this covenant if such Security Interest is and remains a Permitted Encumbrance.

6.2 Limitation on Indebtedness

The Issuer will not directly or indirectly Guarantee, incur, issue or become liable for or in respect of any Indebtedness unless after giving pro forma effect to that Guarantee, incurrence, issuance or liability for or in respect of such Indebtedness (including the application or use of the resulting .net proceeds);


(a)	the aggregate amount of all Indebtedness of the Issuer (other than Financial Instrument Obligations in accordance with Section 6.3) does not exceed seventy• five percent (75%) of the Total Capitalization of the Issuer; and


(b)	the Issuer delivers to the Trustee an Officer's Certificate certifying as to the matter in Subsection (a) above,

6.3 Financial Instrument Obligations

The Issuer shall not enter into any Financial Instrument Obligation except for the purpose of hedging any Indebtedness, Operating and Maintenance Expenses or Revenues incurred or. to be received in the ordinary course of the Business. A Financial Instrument Obligation shall, except as otherwise permitted by Subsection 6.1 (m), be secured by a Pledged Bond (either directly or as part of a Credit Facility) and shall, in each case, be made with a Counterparty and documented in a form approved from time to time by the International Swap Dealers Association or such other form as shall be customary for the documentation of such agreements in accordance with good market practice by regulated financial institutions.

6.4 Reporting Requirements


(a)	The Issuer shall deliver to the Trustee and send, or cause to be sent, by prepaid mail to registered Bondholders:

(i)

not later than one hundred and forty (140) days (or such earlier date as may be prescribed from time to time under applicable securities legislation for the delivery of annual financial statements to security holders) after the end of each Fiscal Year, the annual financial statements of the Issuer consisting of a balance sheet and statements of income, retained earnings and changes in financial position for the year then ended and for the immediately preceding Fiscal Year together with the report thereon of the Issuer's auditors and the discussion and analysis of such statements prepared by the management of the Issuer;


(ii)	not later than sixty ( 60) days (or such earlier date as may be prescribed from time to time under applicable securities legislation for the delivery of interim financial statements to security holders) after the end of each fiscal quarter the unaudited interim financial statements of the Issuer, including a balance sheet and statements of income and changes in financial position

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for the period then ended and for the year to date and for the comparative periods in the prior Fiscal Year of the Issuer; and


(iii)	not later than ten (10) Business Days after filing the Issuer's Rate Case with the AEUB, a certified copy of such Rate Case as filed or a summary of same.


(b)	All financial statements to be delivered hereunder shall be prepared on both a consolidated and unconsolidated basis. For greater certainty any unconsolidated financial statements will only include the unaudited balance sheet and statement of income for the period then ended and will not include any notes and therefore will not be in accordance with GAAP


(c)	The Issuer shall also deliver to the Trustee upon delivery of each of the items set out in Paragraphs 6.4(a)(i) and (ii), an Officer's Certificate:


(i)	setting out the amounts required to be in, and the amounts actually in, any Sinking Fund and all ·other Funds and Accounts established under this Indenture as at such Fiscal Year- end or quarter end and the amounts allocated to each such Fund and Account during such period; and


(ii)	to the effect that, as of the date of delivery, no Default or Event of Default has occurred and is continuing or a statement of the particulars of such Default or Event of Default and the actions taken or proposed to be taken by the Issuer to cure such Default or Event of Default.


(d)	The Issuer shall at all times make the Rate Case referred to in Paragraph 6.4(a)(iii) and the Officer's Certificate referred to in Subsection 6.4(c) available for inspection by any holder of Bonds or the beneficiary of any Pledged Bond at reasonable times at the head office of the Issuer and at the office of the Trustee.

6.5 Office for Servicing Bonds

6.6 Negative Pledge

Save and except for the Lien Hereof and items (a) to (o), inclusive, of the definition of Permitted Encumbrances, the Issuer will not create, assume or suffer to exist any Security Interest on any of its assets, whether now owned or hereafter acquired.

6.7 Mergers, Consolidations and Sales of Assets

The Issuer will not enter into any transaction or series of transactions in which all or substantially all of its property and assets would become the property of any other Person, whether by way of

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reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise;

unless:

(a)


(b)	immediately before and after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing;


(c)	such transaction has no effect on the Lien Hereof or.its priority; and


(d)	the Trustee shall receive an Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise complies with the provisions of this Section.

In the case any such amalgamation, merger or consolidation of the Issuer and upon any such assumption by the successor, such successor shall ·succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of the. first part. Such successor thereupon may cause to be signed, and may issue either in' its own name or in the name of the Issuer, any and all of the Bonds issuable hereunder which shall not have been signed by the Issuer and delivered to the Trustee.

Upon the written order of such successor delivered to the Trustee and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall certify and shall deliver any Bonds which previously would have been signed and delivered by the Authorized Officer of the Issuer to the Trustee for certification, and any Bonds which such successor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Senior Bonds so issued shal,l in all respects be of the same legal rank and benefit under this Indenture as the Senior Bonds previously issued in accordance with the terms of this Indenture. All the Subordinated Bonds so issued shall in all respects be of the same legal rank and benefit under this Indenture as the Subordinated Bonds previously issued in accordance with the terms of this Indenture. Such changes in phraseology and form (but not in substance) may be inade in the Bonds thereafter to be issued as may be appropriate.

6.8 Subsidiaries


(a)	The Issuer shall create and maintain Subsidiaries only for the purpose of constructing and developing Capex Projects related to the Business, financing the same in accordance with Subsection 6.8(c) and operating such Capex Projects in connection with the Business.

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(b)

A Subsidiary may pay· a dividend or other distribution to the Issuer· at any time. The proceeds of such dividend or distribution may be used by the Issuer in any lawful manner, including, without limitation, dividends or distributions to any Partner without compliance with the terms of Section 6.14, provided that no Default or Event of Default has occurred and. is continuing and will not occur after giving effect to the proposed dividend or similar distribution.

(c)

The Issuer shall not permit any Subsidiary to incur any Indebtedness unless: (A) such Indebtedness is used only for purposes of constructing and developing Capex Projects relating to the Business; and (B) the lender of such Indebtedness or any agent, trustee, receiver or other Person acting on behalf of the lender in respect of such Indebtedness (or any judgment related thereto) shall have in no circumstances any recourse to the Issuer or to any of its property or assets.


(d)	The Issuer shall not:

(i)

Guarantee or secure in any manner any Indebtedness or other obligation of a Subsidiary, other than by a letter of credit or a Guarantee from the Issuer in favour of the Transmission Administrator under the Electric Utilities Act (Alberta) relating to the construction, development and ongoing operation and maintenance under a Capex Project and the face amount of such letter of credit or equivalent amount of such Guarantee (regardless of the actual term thereof) shall be 'included as Indebtedness for all purposes of this Indenture; or


(ii)	lend to, or invest any capital or equity in, any Subsidiary unless such loan or investment is a Permitted Payment at the time made.


(e)	The foregoing shall not prevent the Issuer from acquiring all of the shares of any Person which, contemporaneously with the completion of such acquisition, is wound up or amalgamated with, or otherwise transfers all of its assets to, the Issuer.

6.9 Notice of Default

The Issuer will promptly give written notice to the Trustee of:


(a)	any notice of non-compliance with applicable regulatory requirements received from, or other dispute with, the AEUB; or


(b)	any Default or Event of Default or any other event, circumstance or matter (other than general economic conditions applicable to the Issuer or the electrical transmission industry generally) which may reasonably be expected to have a material adverse effect on the ability of the Issuer to perform any material obligation hereunder.

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6.10 Deposit of Insurance Proceeds

The Issuer shall apply, in accordance with Section 4.1, all insurance proceeds received under any insurance policies relating to property and assets used in the Business unless such insurance proceeds are intended to be utilized to replace or repair the property or asset for which the insurance proceeds were received within twelve (12) months of the date of receipt thereof. Any proceeds which are not so utilized within the twelve (12) month period shall thereafter be applied in accordance with Section 4.1. The Issuer shall provide to the Trustee an Officer's Certificate on a quarterly basis setting forth details of the intended replacement or repair to the property or asset for which the insurance proceeds were received and the status of such replacement or repair during the twelve (12) month period (including details of all expenditures made by the Issuer in connection therewith).

6.11 Transactions with Non-Arm's Length Persons

The Issuer will not, directly or indirectly, (a) purchase, acquire, lease or license any material property, assets, right or service from, or (b) sell, transfer, lease or license any.property, assets, right or services to, any Person (including any Partner, any partners of AILP and their respective Affiliates) not dealing at arm's length with the Issuer, or any Affiliate of any such Person, except at prices and on .terms ·not less favourable to the Issuer than those which could have been obtained in an arm's length transaction with an arm's length Person.

6.12 Environmental Covenants


(a)	The Issuer shall at all times conduct and maintain· the Business in compliance in all material respects with all Environmental Laws and Environmental Approvals.

(b) If the Issuer shall:


(i)	receive notice from any Governmental Authority that any material violation of any Environmental Law or Environmental Approval has been, may have been, or is about to be committed by the Issuer;


(ii)	receive notice that any Remedial Order or other proceeding has been filed or is about to be filed against the Issuer alleging material violations of any Environmental Law or requiring the Issuer to take any material action in connection with the Release or threatened Release of a Hazardous Substance into the environment or requiring the cessation of a nuisance; or


(iii)	receive any notice from a Governmental Authority alleging that the Issuer may be liable or responsible for material costs associated with a nuisance or a response to, or clean up of, a Release or threatened Release of a Hazardous Substance into the environment or any damages caused thereby;

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6.13 Not to Extend Time for Payment of Interest

The foregoing will not restrict the capitalization or deferral of interest in accordance with the terms of the Indebtedness in respect of which such interest is capitalized or deferred.

6.14 Limitation on Distributions to Partners

The Issuer shall not make any distributions or payments in respect of, or apply any of its property

to . the purchase, repayment or redemption of or return of capital .on, any of its partnership . interests, or make any loans or other payments or disbursements to its Partners, other than Permitted Payments made in accordance with Section 4.1.

ARTICLE 7

NOTICE

7.1 Notice to the Issuer and General Partner



	AltaLink Management Ltd. 5th Floor, 1035 - 7th Avenue S.W. Calgary, Alberta T2P 3E9


	Attention:	Chief Financial Officer
	Telecopier:	(403) 267-3454

	with a copy to:

	Borden Ladner Gervais LLP 1000 Canterra Tower 400 Third Avenue S.W. Calgary, Alberta T2P 4H2

	Telecopier:	(403) 266-1395

and, subject as provided in this Section, shall be deemed to have been given at the time of delivery or receipt of confirmation of sending by electronic communication or on the fifth (5 ^th )

Business Day after mailing. Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:"00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. The Issuer may from time to time notify the Trustee of a change in address or electronic communication number which thereafter, until changed by like notice, shall be the address or electronic communication number of the Issuer for all purposes of this Indenture.

7.2 Notice to Bondholders

Any notice, demand or other delivery to the Bondholders under this Indenture shall be valid and effective if, in the case of holders of registered Bonds or a Global Bond, it is delivered, sent by electronic communication or mailed postage prepaid, addressed to such holders, at their addresses or electronic communication numbers, if any, appearing in any of the registers hereinbefore mentioned and, subject as provided in this Section, shall be deemed to 'have been received at the time of delivery or sending by electronic communication or on the fifth (5th) Business Day after mailing. Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. All notices to joint holders of any Bond may be given to whichever one· of the holders thereof is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all holders of such Bond. In the event of a postal disruption, notice to Bondholders shall be given or sent by other appropriate means. Any notice to the holders of Bonds-which are not registered Bonds shall be valid and effective and deemed to have been received by all such holders on the date of publication if published once in an Authorized Newspaper.

7.3 Notice to the Trustee

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Any notice, demand or other document to the Trustee under this Indenture shall be valid and effective if:


(a)	sent by facsimile to:

Telecopier: (416) 360-1711


(b)	mailed, postage prepaid or delivered to the Trustee at:

BMO Trust Company

c/o BNY Trust Company of Canada

4 King Street West, Suite 1101

Toronto, ON MSH 1B6

in each case to the attention of:

Vice President

Global Trust Services

and, subject as provided in this Section, shall be deemed to have been given at the time of delivery or a receipt of a confirmation of sending by electronic communication or on the fifth

(5th) Business Day after mailing. ·Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. The Trustee may from time to time notify the Issuer of a change in address or electronic communication number which thereafter, until changed by like notice, shall be the address or electronic communication number of the Trustee for all purposes of this Indenture.

7.4 Postal Service Interruption

In the case of disruption in postal services in Canada, any notice given under Section 7.1 or 7.3, if mailed, shall be deemed not to have been given until it is actually delivered.

7.5 Electronic Communication

When used in this. Article 7, the term "electronic communication" shall include communications by telecopy or email and any electronic, optical .or other communication formats which may become available in the future (excluding verbal telephone communications) which are capable of providing a permanent record and in respect of which delivery can be verified or receipt is acknowledged.

ARTICLE 8

SUPPLEMENTAL INDENTURES

8.1 Provision for Supplemental Indentures


(a)	charging as and by way of a Security Interest to or in favour of the Trustee any property now owned or hereafter acquired by the Issuer;


(b)	evidencing the succession of successor companies to the Issuer and the covenants of and obligations assumed by such successor companies in accordance with the provisions of Section 6.7;


(c)	giving effect to any resolution passed as provided in Article 9;


(d)	authorizing, as permitted hereby, one or more Series and, if applicable, to authorize one or more Classes within such Series;


(e)	making any addition to, deletion from or alteration of, the provisions of this Master Indenture or any Supplemental Indenture which the Issuer may deem necessary or advisable and which, in the Opinion of Counsel, is not contrary to or inconsistent with the Indenture and does not prejudice the rights of the Bondholders and the Trustee hereunder;


(f)	adding to or altering the provisions hereof in respect of the registration and transfer of Bonds; making provision for the issue of Bonds of denominations

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other than those provided for in this Master Indenture or in any Supplemental Indenture and for the exchange of Bonds of different denominations; and.making any modification in the forms of the Bonds provided that, in an Opinion of Counsel to the Trustee, the rights of the Bondholders hereunder are not prejudiced thereby;


(g)	adding to the limitations, restrictions and covenants of the Issuer herein contained for the protection of the Bondholders or adding to the Events of Default herein specified; provided that such further limitations, restrictions, covenants or Events of Default do not, in the Opinion of Counsel to the Trustee, prejudice the rights of the Bondholders hereunder; or


(h)	making any addition to, deletion from or alteration of the provisions of this Master Indenture or any Supplemental Indenture or the Bonds that, in the Opinion of Counsel to the Trustee, are necessary in order to reflect or comply with applicable law.

8.2 Correction of Manifest Errors

8.3 General Provisions

(a)

This Indenture shall not be modified or amended in any respect except as provided in and in accordance with and subject to the provisions of this Article 8 and Article 9. Any such modification or amendment adopted in contravention of the rights of any Bondholder shall be ineffective as to that Bondholder. Nothing in this Article 8 or Article 9 shall affect or limit the right or obligation of the Issuer to adopt, make, do, execute, acknowledge or deliver any indenture, resolution, act or other instrument pursuant to the provisions of Subsection 6.1(h) or the right or obligation of the Issuer to execute and deliver to any Fiscal Agent any instrument which elsewhere in this Indenture it is provided shall be delivered to said Fiscal Agent.

(b)


(c)	The Trustee is hereby authorized to enter into any Supplemental. Indenture permitted by Section 8.1 and to make all further agreements and stipulations

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which may be required·or permitted to be made by the Trustee pursuant to any such Supplemental Indenture, and the Trustee, in taking such action, shall be fully protected in acting and relying on an Opinion of Counsel that such Supplemental Indenture is authorized or permitted by the provisions of this Indenture.


(d)	No Supplemental Indenture shall change or modify any of the rights or obligations of the Trustee or any ·other Fiscal Agent without its written· consent thereto.


(e)	No Supplemental Indenture shall modify or terminate any covenant or affect the terms of repayment of any Series of Bonds without the approval of the holders of such Series in accordance with Section 9.15.


(f)	No Supplemental Indenture shall amend the terms of the subordination provisions of any Subordinated Bonds without the approval of holders of Senior Bonds in accordance with Section 9.18.

8.4 Supplemental Indentures to Prevail

Where any of the provisions of this Indenture are supplemented, modified or amended by the provisions of any Supplemental Indenture which authorizes· a Series of Bonds, the provisions of this Indenture shall be read as so supplemented, modified or amended with respect to all Bonds of such Series. In the event of a conflict or inconsistency between any provision of this Indenture. as s9 supplemented, modified or amended and any other provision of this Indenture, such other provision of this Indenture shall be deemed to have been so supplemented, modified or. amended to the extent necessary to remove all such conflict or inconsistency, but only with respect to Bonds issued pursuant to such Supplemental Indenture.

ARTICLE 9

AMENDMENTS; RESOLUTIONS OF BONDHOLDERS

9.1 Right to Convene Meeting

9.2 Notice

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set out the general nature of the business to be transacted thereat. It is not necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 9.

9.3 Chair of Meeting

An individual, who need not be a· Bondholder, nominated in writing by the Trustee shall be chair of the meeting, and if no Person is so nominated, or if the Person so nominated is not present within thirty (30) minutes from the time fixed for the holding of the meeting, the Bondholders present in person or by proxy shall choose an individual present to be chair.

9.4 Quorum

Unless otherwise provided in this Indenture, at any meeting of Bondholders:

(a)

a quorum shall consist of two (2) or more Bondholders present in person or by proxy and representing more than ·fifty percent· (50%) of the total principal outstanding in respect of the Outstanding Bonds; provided, however, that if the meeting has been called for Bondholders of all Classes of Bonds, then a quorum shall consist of the quorum. with. respect to the Senior Bonds, regardless. of whether a quorum with respect to the Subordinated Bonds is present;


(b)	in the case of a meeting of the Bondholders of a Series of Bonds, a quorum shall consist of two (2) or more Bondholders of such Series present in person or by proxy and representing more than fifty percent (50%) of the total principal outstanding in respect of the Outstanding Series of Bonds; and

(c)

if a quorum of the Bondholders is not present within thirty (30) minutes from the time fixed for holding the meeting, such meeting, if convened by the Bondholders or on a Bondholders' Request, shall be dissolved; but in any other case, the meeting shall be adjourned without notice to the same day in the next week (unless such day is not a Business Day in which case it shall stand adjourned to the next following Business Day thereafter) at the same time and place, unless the chair appoints some other place, day or time, of which not less than· seven (7) days' notice shall be given in the manner provided in Article 7 .. At the adjourned meeting, the Bondholders present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they do not represent fifty percent (50%) of the .total principal outstanding in respect of the Outstanding Bonds or Outstanding Series of Bonds, as the case may be.

9.5 Power to Adjourn

9.6 Poll

9.7 Voting

Each Bondholder present in person or represented by proxy shall be entitled to one vote in respect of each Cdn. One Thousand Dollars ($1,000.00) of principal outstanding in respect of Outstanding.Bonds of which it is then the holder. A proxy need not be a Bondholder. In the case of joint registered holders of a Bond, any one of them present in person or represented by proxy at the meeting may vote in the absence of the other or others; but if more than one of them is present in person or represented by proxy, they shall vote together in respect of the Bonds of which they are joint registered holders. In the case of a Global Bond or Pledged Bond, the Depositary may appoint or cause to be appointed a Person or Persons as proxies and shall designate the number of votes entitled to each such Person, and each such Person shall be entitled to be present at any meeting of Bondholders and shall be the Persons entitled to vote at such meeting in accordance with the number of votes set out in the Depositary's designation. Subject to the provisions of Section 9.8, in the case· of Bonds held by a Person other than an individual, an officer or representative of such Person may vote the Bonds held by it unless there shall be more than one officer or representative of such Person present at the meeting, and those officers or individuals present do not agree on how the Bonds may be voted, in which case a written proxy shall be required to determine who may vote the Bonds and how such Bonds are to be voted. No show of hands shall be permitted for voting purposes. Holders of Subordinated Bonds shall not be entitled to vote at any meeting of Bondholders except in respect of a vote called solely for holders of Subordinated Bonds.

9.8 Regulations

The Trustee, or the Issuer with the approval of the Trustee, may from time to time make and vary such regulations as it shall think fit providing for and governing:

(a)

the deposit of coupon Bonds not registered as to principal with a Fiscal Agent or other Person satisfactory to the Trustee and for the issue to the holders so depositing such Bonds of deposit certificates by such Fiscal Agent or other Person on terms satisfactory to the Trustee that such Bonds have been so deposited, which deposit certificates shall entitle the Persons named therein to be present and vote at a meeting of Bondholders 'and at any adjournment or postponement thereof, and to appoint proxies to represent them and vote for them at such meeting and any adjournment or postponement thereof, in the same way as if the Persons so present and voting either personally or by proxy were the actual holders of the Bonds in respect of which such deposit certificates shall have been issued, and such Bonds shall be conclusively deemed to be held as so certified;


(b)	the voting by proxy by holders of registered Bonds and the form of the instrument appointing a proxy, which shall be in writing or any other such manner as the Trustee may request or accept (including televoting), and the manner in which the

same shall be executed, and for the production of the authority of any Person signing on behalf of the holder appointing such proxy;


(c)	the deposit of such deposit certificates 'and/or of the instruments appointing proxies at such place or places as the Person convening the meeting may in the notice convening the meeting direct, and. the time before the holding of the meeting or adjourned or postponed meeting at which the same shall be deposited; and

(d)

9.9 Issuer and Trustee May Be Represented

9.10 Powers Exercisable by Extraordinary Resolution

(a)

power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Bondholders or the Trustee or either of them against the Issuer or against its undertaking and assets or any part thereof, whether such rights arise under this Indenture, or the Bonds or otherwise, provided that the rights or. obligations of the Trustee under this Indenture, may not be modified, abrogated, altered or compromised without the prior consent of the Trustee;


(b)	power to direct or authorize the Trustee to exercise or refrain from exercising any power, right, remedy or authority given to it by this Indenture or the Bonds in any manner specified in such Extraordinary Resolution;


(c)	power to waive and direct the Trustee to waive any Default or Event of Default on the part of the Issuer in complying with any provision of this Indenture or the Bonds and to annul and to direct the Trustee to annul any declaration made by the Trustee pursuant to Article 10, either unconditionally or upon any conditions specified in such Extraordinary Resolution;


(d)	power to sanction the exchange of Bonds for, or the conversion of Bonds into bonds, debentures, notes or any other securities or obligations of the Issuer or any Person formed or to be formed and power to sanction the distribution in specie to Bondholders of assets of the Issuer or such bonds, debentures, notes, shares, warrants or other securities or obligations;


(e)	power to repeal, modify or amend any Extraordinary Resolution previously passed by the Bondholders;

(f)

power to establish and dissolve a committee, and·to provide for the appointment of members thereof, to consult with the Trustee and to delegate to such committee (subject to such limitations, if any, as may be prescribed in the Extraordinary Resolution) all or any of the powers that the Bondholders can exercise by Extraordinary Resolution under the foregoing Subsections 9.lO(a) to (e). Such· committee shall consist of such number of Persons as prescribed . in the · Extraordinary Resolution establishing it, and, unless otherwise provided, the members need not themselves be Bondholders. ' Subject to the Extraordinary Resolution establishing it and providing for the appointment of members thereof, every such committee may elect its chairperson and may make regulations respecting its quorum, the calling of its meeting, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or by resolution signed by a majority of members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater. All acts of any such committee within the authority delegated to it shall be binding upon all Bondholders and the Trustee. Neither the committee nor any member thereof nor the Trustee shall be liable for any loss or claim arising from or in connection with any action taken or omitted to be taken by them in good faith. Any such committee shall be indemnified by the Issuer and any claims made thereunder shall rank in priority to other amounts due hereunder (other than to the Trustee). In addition, any such committee may cause the Issuer to acquire insurance to reasonably protect the committee members against liabilities that might be incurred in acting as members of such committees. Unless otherwise provided in an Extraordinary Resolution, a committee shall consist of a member representing each Series of Bonds being affected unless· such member declines to act;


(g)	power to remove the Trustee and appoint a new Trustee subject, however, to Section 11. l O;


(h)	power to sanction any scheme for the arrangement, reconstruction, reorganization or recapitalization of the Issuer or for the consolidation, amalgamation. or merger of the Issuer into or with any other Person; and


(i)	power to file and prove a claim or debt against the Issuer in any proceedings involving the Issuer and to generally act for and on behalf of the Bondholders in any such proceedings and to assent to any compromise or arrangement. with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or securities of the Issuer.

9.11 Powers Cumulative

9.12 Minutes

Minutes of all resolutions and proceedings at every meeting of the Bondholders shall be made and duly entered in books to be from time to time provided for that.purpose by the Trustee at the expense of the Issuer, and any such minutes, if signed, by the chairperson of the meeting at which resolutions were passed or proceedings had, or by the chairperson of the next succeeding meeting of the Bondholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had, to have been duly passed and had.

9.13 Binding Effect of Resolutions

Every Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution passed in accordance with the provisions hereof at a meeting of Bondholders or by an instrument in writing in lieu of a meeting of Bondholders shall be binding upon all Bondholders and each Bondholder and the Trustee (subject to the provisions for its funding and indemnity herein contained} shall be bound to give effect accordingly to every such Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution or instrument in writing.

9.14 Instruments in Writing

All actions that may be taken and all powers that may be exercised by the Bondholders by Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution rriay also be taken and exercised by an instrument in writing signed in one or more counterparts by Bondholders representing not less than fifty and one-tenth percent (50. l %) of the total principal outstanding in respect of the Outstanding Bonds for a Majority Resolution, sixty-six and two• thirds percent (66-2/3%) of the total principal outstanding in respect of the Outstanding Bonds for an Extraordinary Resolution and not less than ninety percent (90%) of the total principal outstanding in respect of the Outstanding Bonds for a Special Bondholders' Resolution and the expressions "Majority Resolution" , "Extraordinary Resolution" and "Special Bondholders" Resolution" when used in this Indenture include an instrument so signed .

9.15 Series Approval

(a)

If in the Opinion of Counsel delivered to the Trustee, any business to be transacted at any meeting, or any action to be taken or power to be exercised by instrument in writing under Section 9 .14, does not adversely affect the rights of the holders of Bonds of one or more Series under this Indenture, the provisions of this Article 9 shall apply as if the Bonds of such· Series were not Outstanding and no notice of any such meeting need be given to the holders of Bonds of such Series. Without' limiting the generality of the forgoing, a proposal to modify or terminate any covenant or agreement which by its terms is effective only so long as Bonds of a particular Series are Outstanding or. which is enacted for the exclusive benefit of the holders of Bonds of one or more particular Series or which affects the terms of repayment of only one or more particular Series or the Sinking Fund Reserve established for the benefit of one Series shall be deemed not to adversely affect the right of the holders of Bonds of any other Series.

(b)

If in the Opinion of Counsel delivered to the Trustee, any business to be transacted at a meeting of Bondholders, or any action to be taken or power to be exercised by instrument in writing under Section 9.14 would affect the rights of the holders of Bonds of one or more Series under this Indenture in a manner different from the holders of Bonds of any other Series (as to. which such Counsel's Opinion shall be binding on all Bondholders, the Trustee and the Issuer for all purposes hereof) then:


(i)	reference to such fact, indicating each Series so affected, shall be made in the notice of such meeting; and


(ii)	the holders of Bonds of a Series so affected shall not be bound by any action taken at such meeting- or by instrument 'in writing under Section 9.14 unless in addition to compliance with the other provisions of this Article:


(A)	at such meeting:


(1)	there are present in person or by proxy holders of Bonds representing more than fifty percent (50%) of the total principal outstanding in respect of the Outstanding Bonds of such Series, subject to the provisions of this Article as to quorum at adjourned meetings; and


(2)	the resolution is passed by .the affirmative vote of the holders of Bonds of such Series representing not less than sixty-six and two-thirds percent (66-2/3%) of the total principal outstanding in respect of the Outstanding Bonds of such Series voted on the resolution at such meeting; or


(B)	in the case o.f action taken or power exercised by instrument in writing under Section. 9 .14, such instrument is signed in one or more counterparts by the holders of Bonds representing not less

than sixty-six and two-thirds percent (66-2/3%) of the total principal outstanding in respect of the Outstanding Bonds of such Series.

9.16 Determination of Indebtedness Outstanding Under Pledged Bonds

In order to determine the total outstanding Indebtedness secured by any Pledged Bonds (for purposes only of the definitions of "Majority Resolution", "Extraordinary Resolution" and "Special Bondholders' Resolution" and for the purposes of Sections 9.4 and 9.7), each Bondholder shall deliver to the Trustee, within five (5) Business Days of receipt of a written request from the Trustee, a Bondholder's Certificate setting forth the total principal outstanding Indebtedness secured by any Pledged Bond as of the date specified in such written request and the Trustee shall deliver all such Bondholder's Certificates to the Issuer and shall make the same available for inspection by 'any Bondholder for a period of three (3) Business Days after the expiry of the time stated to provide the same in the written request. If any Bondholder fails to provide the Trustee with a Bondholder's Certificate setting forth such Bondholder's total principal outstanding Indebtedness as aforesaid within the time stated in the written request (such Bondholder being referred to in this Section as a "Defaulting Bondholder"), the Trustee shall for purposes of any determination required at such time consider such Defaulting Bondholder's Indebtedness secured by the ·Pledged 'Bond to be the amount as stated by the Issuer in an Officer's Certificate delivered to the Trustee. -If, within the time allotted for examination of Bondholder's Certificates, neither the Issuer or any Bondholder objects to the amount of the total principal outstanding Indebtedness set forth in any Bondholder's Certificate, then the Trustee may rely on such Bondholder's Certificates as conclusive and, act thereon, or to the extent applicable, on such Officer's Certificate. If any Bondholder. or the Issuer disputes the amount of the principal outstanding Indebtedness set forth in any Bondholder's Certificate, the Trustee shall be entitled to independently determine directly or by an independent auditor or financial consultant the amount of the principal outstanding Indebtedness secured by the Pledged Bond in respect of the disputed Bondholder Certificate(s) and such determination, absent manifest error, shall be conclusively binding on the Bondholders and the Issuer.

9.17 Deemed Consent of Bondholders

Notwithstanding the provisions of Section 9.10 and the other provisions of this Indenture, if a Bondholder is entitled to and does, in a Bondholder's Request, request the Trustee to proceed to realize upon the Collateral and to enforce its rights as set forth in Article 10, unless such Bondholder rescinds such request, the remaining Bondholders executing such request shall be deemed to have consented to such Bondholders' Request, including, without limitation, the Bondholder's Request directing and controlling the actions of the Trustee, not inconsistent with the provisions hereof as the Bondholder making such Bondholder's Request or the Trustee may reasonably require in order to give effect to and to implement such request.

9.18 Special Bondholders' Resolution

Notwithstanding any other term of this Indenture, a Special Bondholders' Resolution shall be required in order to amend directly or indirectly or otherwise vary:


(a)	the definitions of "Majority Resolution", "Extraordinary Resolution", .."Event of Default" and "Special Bondholders' Resolution" set out in Section 1.1;


(b)	any power exercisable by a written direction of a Bondholder or a Bondholders' Request;

(c)

the granting of a Security Interest in any Collateral provided or granted to the Trustee by the Issuer pursuant to Article 5 or any Supplemental Indenture (other than the granting of a Security Interest over additional Collateral pursuant to a Supplemental Indenture) for the benefit of all Bonds that are secured obligations of the Issuer or the discharge or release of any existing Security Interest unless otherwise provided in Section 5.4;


(d)	any provision of this Indenture which expressly requires a Special Bondholders' Resolution;


(e)	the pari passu ranking of the Senior Bonds or the Subordinated Bonds, as applicable, (other than Classes within a Series) as provided for in this Indenture;


(f)	Section 10.3 or 10.6;


(g)	this Section; and


(h)	any term or conditions set out in Section 2.9 relating to Subordinated Bonds.

9.19 Exclusion of Bonds

9.20 Notation of Bonds

Bonds authenticated and delivered after the effective date of any action taken pursuant to Article 8 or this Article 9 may, and, if the Trustee so determines, shall bear a notation by endorsement or otherwise in form approved by the Issuer and the Trustee as to such action, and upon demand of the holder of any Bond Outstanding at such effective date and presentation of his or her Bond for that purpose at the principal office of the Trustee or upon any exchange or registration of transfer of any Bond Outstanding at such effective date, suitable notation shall be made on such Bond or upon any Bond issued upon any such exchange or registration of transfer by the Trustee as to any such action. If the Issuer or the Trustee shall so determine, new Bonds so modified as in the opinion of the Issuer to conform to such action shall be prepared, authenticated and delivered, and upon demand of the holder of any Bond then Outstanding shall be exchanged, without cost to such Bondholder, for Bonds of the same Series and maturity then Outstanding, upon surrender of such Bonds with all unmatured coupons, if any, appertaining to such Bonds, or. coupons appertaining to Bonds of such Series of the same aggregate amounts and payment dates.

9.21 Exercise of Rights by Holders of Subordinated Bonds

ARTICLE 10

DEFAULT AND REMEDIES

10.1 Events of Default

Each of the following events is hereby declared an "Event of Default":


(a)	payment of the principal or redemption price, if any, of any Senior Bond shall not be made when due under this Indenture and any such default continues for a period of five (5) Business Days;


(b)	payment of any instalment of interest or other amount (other than principal or redemption price) owing in respect of any Senior Bond shall not be made when due under this Indenture and any such default continues for a period of forty-five (45) days;


(c)	the sale, transfer or other disposition by the Issuer, whether by one or by a series of transactions, directly or indirectly, of its undertaking or assets representing, in the aggregate, substantially all of the assets of the Issuer other than in accordance with the provisions of Section 6.7 or as permitted thereby;


(d)	if the Issuer shall fail, refuse or default in the observance or performance of any other covenant or agreement contained in this Indenture except, in each case, for those referred to in Subsections 10.l(a), (b) and (c), and such failure, refusal or default continues for a period of sixty (60) days after written notice thereof by the Trustee;


(e)	if any representation and warranty made by the Issuer in or in connection with any Supplemental Indenture shall be untrue in any material respect on the date upon which it was given;

(f)

default by the Issuer, whether as primary obligor or guarantor or surety, on any payment of principal, premium, if any, or interest on any Indebtedness (other than any Indebtedness governed by this Indenture), the outstanding principal amount of which Indebtedness (other than any Indebtedness governed by this Indenture) exceeds five percent (5%) of Net Worth in the aggregate, beyond any applicable grace period or failure to perform or observe any other agreement, term or condition contained in any agreement under which that Indebtedness is created, or if any default, failure or other event under that agreement shall occur and be continuing, and the effect of that default, failure or other event is to cause Indebtedness (other than any Indebtedness governed by this Indenture) the outstanding principal amount of which exceeds five percent (5%) of Net Worth in

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the aggregate to become due or to be required to be· repurchased prior to any stated maturity;


(g)	the rendering of a judgment or judgments against the Issuer in an aggregate amount in excess of ten percent (10%)" of Net Worth by a court or courts of competent jurisdiction, which judgment or judgments remain undischarged and unstayed for a period of sixty (60) days;


(h)	if an order shall be made or an effective resolution be passed for the winding-up or liquidation of the Issuer (except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 6.7 are duly observed and performed); or any such proceedings are initiated unless such proceedings are being actively and diligently contested by the Issuer in good faith;


(i)	if the Lien Hereof is held by a Court of competent jurisdiction to be unenforceable or to not create or maintain a Security Interest in the Collateral;

(j)

if the Issuer shall make a general assignment for the benefit of its creditors or a notice of intention to make a proposal or a proposal under the Bankruptcy and Insolvency Act (Canada), or shall become insolvent or be declared or adjudged bankrupt, or a receiving order be made against the Issuer or if a liquidator, trustee in bankruptcy, receiver, receiver and manager or any other officer with similar powers shall be appointed to the Issuer, or if the Issuer shall propose a compromise, arrangement or reorganization under the Companies ' Creditors Arrangement Act '(Canada) or any other legislation of any jurisdiction providing for the reorganization or winding-up of Issuers or business entities or providing for an arrangement, composition, extension or adjustment with its creditors or shall voluntarily suspend transaction of its usual business, or shall take corporate or other action in furtherance of any of the foregoing purposes; and

(k)

At any time as there are Outstanding Senior Bonds, no Event of Default will result from the occurrence of any event described in Subsections 10.l(a), (b), (d), (e), (f), (g) or (i) under a Subordinated Bond and Section 10.2 shall not apply to an Event of Default under a Subordinated Bond.

10.2 Acceleration

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is an Event of Default ~der a Series of Senior Bonds Outstanding but not under all Outstanding Senior Bonds issued under this Indenture, shall have occurred and be continuing, the Trustee or the holders of not less. than twenty-five percent (25%) in principal amount of the Senior Bonds of that Series then Outstanding may then declare the principal of, and interest and premium, if any, on all Series of Senior Bonds to be due and payable immediately; and if an Event of Default due to a default in the performance of any other covenant or warranty in this Indenture applicable to all Senior Bonds issued hereunder and then outstanding, or due to an event described in Subsection 10.1 (f), (g), (h), (i) or (j), shall have occurred and be continuing, either the Trustee or the holders of not less than twenty-five percent (25%) in principal amount of all Senior Bonds issued under this Indenture and then Outstanding (treated as one class), may declare the principal amount of all the Senior Bonds then Outstanding to be due and payable immediately.

10.3 Waiver of Default

If an Event of Default has occurred, the holders of Senior Bonds by Extraordinary Resolution may instruct the Trustee to waive the Event of Default and the Trustee shall thereupon waive the Event of Default or annul such declaration or both upon such terms and conditions as such Senior·Bondholders prescribe; provided that no act or omission by the Trustee or of the Senior Bondholders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

10.4 Enforcement by the Trustee

Subject to the provisions of Section 10.3 and to the provisions of any Extraordinary Resolution of the holders of Senior Bonds, if the Issuer fails to pay to the Trustee, forthwith after the same shall have been declared to be due and payable under Section 10.2, the principal of and premium and interest on all Bonds then outstanding together with any other amounts due hereunder, the Trustee shall, upon receipt of a Bondholders' Request of the holders of Senior Bonds and upon being sufficiently indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of such principal of and premium and interest on all the Bonds then Outstanding together with any other amounts due hereunder by such proceedings authorized by this Indenture or by law or equity (including any private and judicial proceedings to enforce the rights under the Lien Hereof) as the Trustee in such request has been directed to take, or if such request contains no such direction, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Trustee shall deem expedient.

The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Bonds, or in any one or more of such capacities,

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to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Bonds allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Issuer or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective holders of Bonds by taking and holding Bonds shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective·holders of the Bonds with authority to make and file in the respective names of the holders of the Bonds or on behalf of the holders of the Bonds as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Bonds themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other documents and to do and perform any and all such acts and things, for and on behalf of such holders of the Bonds, as may be necessary or advisable, in the opinion of the Trustee acting on the advice of its legal counsel, in order to have the respective claims of the Trustee and of the holders of Bonds against the Issuer or its property allowed in any.such proceeding, and to receive payment of or on account of such claims, provided that nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution of the holders of Senior Bonds, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any waY. any right of any Bondholder.

The Trustee shall also have power at any time and from time to time to realize on the Security Interests granted in favour of the Bondholders, to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Bondholders.

All rights of action hereunder may be enforced by the Trustee without the possession of any of the Bonds or the production thereof on the trial or other proceedings relative thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the nanie of the Trustee as trustee of an express trust, and any recovery of judgment shall be first, for the rateable benefit of the holders of the Senior Bonds until paid in full, and second, for the rateable benefit of the holders of Subordinated Bonds until paid in full, subject to the provisions of this Indenture. In any proceeding brought by the Trustee (and also in any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Bonds, and it shall not be necessary to make any holders of the Bonds parties to any such proceeding.

10.5 Enforcement by Bondholders

No Bondholder shall have any right to institute any action or proceeding or to exercise any other remedy authorized by this Indenture or by law or by equity for the purpose of enforcing payment of principal or interest or of realizing on the Collateral or for the execution of any trust or power hereunder, unless, in the case of holders of Subordinated Bonds, the provisions of Section 2.9 have been satisfied, and in all cases the requisition, funding and indemnity referred to in Section 10.4, have been tendered to the Trustee and the Trustee shall have failed to act within a reasonable time thereafter; in such case but not otherwise, any Bondholder acting on its own behalf and on behalf of all other Bondholders shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken under Section 10.4; it being

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understood· and intended that no one or more Bondholders shall have any right in ariy manner whatsoever to affect, disturb or prejudice any Lien Hereof against the Collateral by its or their action, or to enforce any right hereunder or under any Bond except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all holders of Senior Bonds or Subordinated Bonds, as applicable.

10.6 Trustee's Discretion and Calculation of Amounts Payable

(a)

Whenever monies are to be applied by the Trustee pursuant to the provisions of this Article 10, monies shall be applied by the Trustee at such times, and from time to time, as the Trustee shall determine pursuant to the terms of this Master Indenture, having due regard to the amount of such monies available for application and the likelihood of additional monies becoming available for such application in the future. The Trustee· may retain such amounts as it deems appropriate for such purposes as may be required to preserve and protect the Collateral. The deposit of such monies with the Paying Agents, or otherwise setting aside such monies in trust for any proper purpose, shall constitute proper application by the Trustee and the Trustee shall incur no liability whatsoever to the Issuer, to any Bondholder or to any other Person for any delay in applying any such monies, so long as the Trustee acts with reasonable diligence, having due regard for the circumstances and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise its rights hereunder in applying such monies, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate for the fixing of any such date.

(b)

(c)

Payment of any Bond pursuant to this Article 10 shall be made to the Bondholder upon presentation of such Bond and any such Bond thereby paid in full shall be surrendered or otherwise a memorandum of such payment shall be endorsed thereon, · but the Trustee may in its discretion dispense with presentation and surrender or endorsement upon such indemnity being given as the Trustee shall deem sufficient.


(d)	For any amounts expressed ·in other than Canadian dollars, the Canadian dollar amount thereof shall be the Fluctuating Cdn. $ Equivalent at that time.

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10.7 Termination of Proceedings

In case any proceedings taken by the Trustee on account of any Event of Default shall have been discontinued. or abandoned for any reason, then in every such case the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Trustee shall continue as though no such proceeding had been taken.

10.8 Possession of Bonds by Trustee Not Required

All rights of action under this Indenture or under any of the Bonds enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds· or the coupons appertaining thereto or the production thereof at the trial or other proceeding relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the holders of such Bonds and coupons, subject to the provisions of this Indenture.

10.9 Remedies Not Exclusive

10.10 No Waiver of Default

No delay or omission by the Trustee or by any Bondholder to exercise any right or power accruing. upon any default shall impair any such right or .power or shall be construed to be a waiver of any such default or any acquiescence therein and every power and remedy given by this Indenture to the Trustee and the holders of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient.

10.11 Notice to Bondholders and Issuer

The Trustee shall give to the Bondholders notice of each Event of Default under this Indenture known to the Trustee within ten (10) Business Days after knowledge of the occurrence thereof, unless such Event of Default shall have been remedied or cured or necessary monies provided therefor before the giving of such notice. The Trustee shall give to the Issuer notice of any Default or Event of Default not otherwise known to the Issuer forthwith upon knowledge of the occurrence of such event.

10.12 Application of Money

Except as herein otherwise expressly provided and notwithstanding Section 4.1, any money received by the Trustee or a Bondholder pursuant to the provisions of this Article 1 O or as a result of legal or other proceedings against the Issuer pursuant hereto, or from any trustee in bankruptcy, receiver or liquidator of the Issuer, shall be applied, together with other money available to the Trustee for such purpose, as follows:

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(a)	first, in payment or in reimbursement to the Trustee of its fee, 'costs, charges, expenses, indebtedness by reason of indemnity, advances or other amounts furnished or provided by or at the request of the Trustee in or about the administration and execution of its trusts under, or otherwise in relation to, this Indenture;

(b)

second, subject to the provisions of Sections 2.9 'and 6.13 and this Section 10.12, in payment of the principal of and premium and accrued and unpaid interest and interest on amounts in default on the Senior Bonds which shall then be outstanding in the priority of principal first, then premium, then accrued and unpaid interest and then interest on amounts in default, unless in each case as otherwise directed by an Extraordinary Resolution of the holders of the Senior Bonds, and in that case in such order or priority as between principal, premium and interest as may be directed by such resolution until all outstanding Senior Bonds are fully paid;

(c)

third, provided that all of the Outstanding Senior Bonds are fully paid asset out in Subsection 10.12(b), and subject to the provisions of Sections 2.9 and 6.13 and this Section 10 .12, in payment of the principal of and premium and accrued and unpaid interest and interest on amounts in default on the Subordinated Bonds which shall then be outstanding in the priority of principal first, then premium, then accrued and unpaid interest and then interest on. amounts in default, unless in each case otherwise directed by an Extraordinary Resolution of the holders of the Subordinated Bonds, and in that case in such order or priority as between principal, premium and interest as may be directed by such resolution; and


(d)	lastly, in payment of the surplus, if any, of such money to the Issuer or its assigns unless otherwise required by law.

10.13 Distribution of Proceeds

Payments to Bondholders pursuant to Subsections 1O.l2(b) and ( c} shall be made as follows:


(a)	at least fifteen (15) days' notice of every such payment shall be given in the manner specified in Section 7 .2, specifying the time and the place or places at which the Bonds are to be presented and the amount of the payment and the application thereof as between principal, premium and interest;

(b)


(c)	from and after the date of payment specified in such notice, interest shall accrue only on the amount owing on each Bond after giving credit for the amount of the payment specified in such notice unless the Bond in respect of which such amount

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is owing is duly presented on or after the date· so specified and payment of such amount is not made; and


(d)	the Trustee shall not be required to make any payment to Bondholders unless the amount available to it for such purpose, after reserving therefrom such amount as the Trustee may determine necessary to provide for the payments referred to in Subsection 10.12(a), exceeds two percent (2%)of the aggregate principal amount of the Bonds then outstanding.

10.14 Judgment Against the Issuer

In case of any judicial or. other proceedings to enforce the rights of the Bondholders, judgment may be rendered against the Issuer in favour of the Bondholders or in favour of the Trustee, as trustee for the Bondholders, for any amount which may remain due in respect of the Bonds, the interest thereon and the Indenture.

10.15 Rights of Subordinated Bonds

If at any time there are no Outstanding Senior Bonds, then references in this Article 10 to Senior Bonds" and "holders of Senior Bonds" shall be deemed to be references to "Subordinated Bonds" and "holders of Subordinated Bonds".

ARTICLE 11

CONCERNING THE FISCAL AGENTS

11.1 Trustee

The Trustee hereunder to be appointed shall at all times be a trust company authorized to carry

on business in all of the provinces and territories of Canada, and authorized by law to perform all the duties imposed upon it by this Indenture.

11.2 Appointment and Acceptance of Duties of Paying Agents

(a)

The Issuer sh.all appoint one or more . Paying Agents for the Bonds of a Series in the Supplemental Indenture authorizing such Bonds or shall appoint such Paying Agent or Paying Agents by indenture or resolution of the Issuer adopted or entered into prior to the authentication and deliver)' of such Bonds, and may at any time or from time to time appoint one or more other Paying Agents in the manner and subject to the conditions set forth in Section 11.14 for the appointment of a successor Paying Agent. The Trustee may be appointed and may act as a Paying Agent.


(b)	Each Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Indenture by written instrument of acceptance executed and delivered to the Issuer and the Trustee.

11.3 Funds Held in Trust and Security Therefor

All monies held by any Fiscal Agent, as such, at any time pursuant to the terms of this Indenture shall be and hereby are assigned, transferred and set over unto such Fiscal Agent in trust for the

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purposes and upon the terms and conditions of this Indenture.' Each Fiscal Agent shall acknowledge such trust for the benefit of the Trustee. Subject to the provisions of Sec~~on 4.4 as to investment of monies held hereunder, all monies held by any Fiscal Agent, 'as such, may be deposited by such Fiscal Agent in its banking department or with such other banks or trust companies as may be designated by the Issuer in accordance with the requirements hereof, including an Affiliate of or related party to the Trustee or another Fiscal Agent.

11.4 Responsibility of Fiscal Agents

(a)

No Fiscal Agent shall be required to make any representations as to the validity or sufficiency of this Master Indenture or any Supplemental Indenture or of any Bonds or coupons issued thereunder or in respect of any Security Interest created under this Indenture and no Fiscal Agent shall incur any responsibility in respect thereof. The Trustee shall, however, be responsible for its representation contained in its certificate on the Bonds. No Fiscal Agent shall be under any responsibility or duty with respect to the application of any monies paid to the Issuer or to any other Fiscal Agent. No Fiscal Agent shall be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof until it has received sufficient funding therefor and been properly indemnified in respect thereof, nor to risk, expend or advance any of its own monies or otherwise incur financial liability. No Fiscal Agent shall be liable in connection with the performance of its duties hereunder except for its own negligence or default. Neither the Trustee nor any Paying Agent shall be under any responsibility or duty with respect to the application of any monies paid to any one of the others. The recitals of fact herein and in the Bonds shall be taken as the statements of the Issuer and the Trustee shall have no responsibility for the correctness of the same.

(b)

11.5 Evidence on which Fiscal Agents May Act

Each Fiscal Agent shall be protected and shall incur no liability whatsoever in acting and relying upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Each Fiscal Agent may, at the Issuer's expense in accordance with Section 11.6, consult. with counsel, who may, to the extent permitted by the terms of this Indenture and any applicable Supplemental Indenture, be counsel to the Issuer, accountants, appraisers, engineers or other experts or advisors as it reasonably requires for determining and discharging its duties and administering the trusts hereunder and the opinion, advice of or information obtained from such counsel, "accountants, appraisers or other experts or advisors shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever any Fiscal Agent shall

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deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Master Indenture or under any Supplemental Indenture, including payment of monies out of any Fund or Account, such matter (unless other evidence in respect thereof be herein or therein specifically prescribed) may be deemed to be conclusively proved and established by an Officer's Certificate and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions ofthis Master Indenture or under any Supplemental Indenture, but in its discretion the Fiscal Agent may in lieu thereof accept other evidence of such fact pr matter or may require such further or additional evidence as to it may seem reasonable. Except as otherwise expressly provided in this Master Indenture or in any Supplemental Indenture, any request, order, ·notice, consent, opinion, direction or other instrument required or permitted to be furnished pursuant to any provision hereof or thereof by the Issuer to any Fiscal Agent shall be sufficiently executed if executed in the name of the Issuer by an Authorized Officer. .

11.6 Compensation and Expenses

The Issuer shall pay to each Fiscal Agent from time to time reasonable compensation for all services rendered under this Master Indenture or any Supplemental Indenture and also all reasonable expenses, charges, counsel fees and other disbursements, including those of .their legal counsel, and other experts or advisors not regularly in its employ, agents and employees' incurred in the interpretation of, or the performance of their powers and duties under this Master Indenture or any Supplemental Indenture and the Fiscal Agents is hereby granted and shall have a Security Interest therefor on any and all monies at any time held by or under this Master Indenture or any Supplemental Indenture on a pari passu basis .in priority to the Bonds. The Issuer further agrees to indemnify and save each Fiscal Agent, directors, officers and employees harmless against any liabilities which it may incur in the exercise and performance ofits powers and duties under this Indenture which are not due to its negligence or default.

11.7 Permitted Acts and Functions

Any Fiscal Agent may become the owner of any Bonds and coupons,· with the same rights it would have if it were not such Fiscal Agent. To the extent permitted by law, any Fiscal Agent may act as depository for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of bondholders or to effect or aid ·in any reorganization, arrangement or readjustment of debt arising from the enforcement of the Bonds or this Master Indenture or any Supplemental Indenture, whether or not any such committee shall represent the holders of more than fifty percent (50%) in principal amount of the Bonds then Outstanding.

11.8 Resignation of Trustee

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11.9 Removal of Trustee

The Trustee shall be removed by the Issuer if at any time so requested by a Bondholders' Request. Except during the continuance of a Default or an Event of Default, the Issuer may remove the Trustee for such cause (which shall include the inability to reach agreement on the Trustee's fees) as shall be determined in the sole discretion of the Issuer by filing with the Trustee an instrument to such effect signed by an Authorized Officer and delivered to the Trustee not less than sixty (60) days prior to the effective date of the removal. Notwithstanding the foregoing, the Trustee shall nonetheless be entitled to receive all fees and other amounts due to the Trustee which have accrued prior to such removal.

11.10 Appointment of Successor Trustee

(a)

In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the Issuer covenants and agrees that it shall thereupon appoint a successor Trustee. The Issuer shall publish notice of any such appointment made by it in the Authorized Newspapers, .such publication to be made within twenty (20) days after such appointment.

(b)

If no appointment of a successor Trustee shall be. made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Trustee shall have given to the Issuer written notice, as provided in Section 11.8 or after a vacancy in the office of the Trustee shall have occurred by reason of its removal or inability to act or its bankruptcy or insolvency, the Trustee, at the Issuer's expense, or the holder of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.


(c)	Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company meeting the requirements of Section 11.1.

11.11 Transfer of Rights and Property to Successor Trustee

Any successor Trustee appointed under this Indenture shall execute, acknowledge and deliver to its predecessor Trustee, and also the Issuer, a written instrument of acceptance respecting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all monies, estates, properties, rights, powers, duties and obligations of such predecessor Trustee, with like effect as if originally named as Trustee, but the Trustee ceasing to act shall nevertheless, at the request of the Issuer, or of the successor Trustee, and upon payment for any outstanding fees and expenses, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required to more fully and certainly vest and confirm in such successor Trustee all the right, title and interest of the predecessor Trustee in and to any property held by it under this Indenture, and shall pay over, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Should any deed, conveyance or instrument.in writing from the Issuer be required by such successor Trustee to more fully and certainly vest in· and

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confirm to such successor Trustee any such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged and delivered by the Issuer. ·Any such successor Trustee shall promptly notify the Paying Agents of its appointment as Trustee.

11.12 Merger or Consolidation

Any company into which any Fiscal Agent may be merged or converted or with which it may be amalgamated or consolidated or any company· resulting from any merger, conversion, amalgamation or consolidation to which it shall be a party or any company to which any Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be a bank. or trust company which is qualified to be a successor to such Fiscal Agent under Section 11.1 O or 11.14, as the case may be, and shall be authorized by law to perform all the duties imposed upon it by this Indenture, shall be the successor to such Fiscal Agent without the execution or filing of any paper or the performance of any further 'act, anything herein to the contrary notwithstanding. In such circumstances, the Fiscal Agent shall take. all necessary actions to 'perfect and maintain any Security Interest created under· this Indenture.

11.13 Adoption of Authentication

In case any of the Bonds contemplated to be issued under. this Master Indenture and any Supplemental Indenture shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of any predecessor Trustee so authenticating such Bonds and deliver such Bonds so authenticated, and in case any of such Bonds shall not have been authenticated, any successor Trustee may authenticate such Bonds ·in the name of the predecessor Trustee, or in the name of the successor Trustee, and in all such cases such certificate shall have the full force in which it is anywhere in such Bonds or in this Master Indenture or any Supplemental Indenture provided that the certificates of the Trustee shall have.

11.14 Resignation or Removal of Paying Agents and Appointment of Successors

(a)


(b)	In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver any monies held by it as Paying Agent to its successor, or if there be no successor then appointed, to the Trustee. In the

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event that for any reason there shall be no Paying Agent at any time, the Trustee shall act as Paying Agent.

11.15 Evidence of Signatures of Bondholders and Ownership of Bonds

(a)

Any request, consent or other instrument which this Master Indenture or any Supplemental Indenture may require.or permit to be signed and executed by the Bondholders may be in one or more instruments of similar tenor, and shall be signed or executed by such Bondholders in person or by their attorneys appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument duly appointing any such attorney, or (ii) the holding by any Person of the Bonds or coupons appertaining thereto, shall be sufficient for any purpose of this Indenture (except as otherwise herein or therein expressly provided) if made in the following manner, but the Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:

(i)

the fact and date of the execution by any Bondholder or his or her attorney of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company satisfactory to. the Trustee or of any notary public or other Person authorized to take acknowledgements of deeds to be recorded in the jurisdiction in which he or she purports to act, that the Person signing such request or other instrument acknowledged to him or her the. execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The authority of the Person or Persons executing any such instrument on behalf of a Bondholder may be established without further proof if such instrument is signed by a Person purporting to be the president or vice president of such Issuer attested by a Person purporting to be its secretary or an assistant secretary, and

(ii)

the amount of coupon Bonds not registered as to principal held by any Person executing such request or other instrument as a Bondholder, and the numbers and other identification thereof, and the date of his or her holding such Bonds, may be provided by a certificate, which need not be acknowledged or verified, satisfactory to the Trustee, executed by an officer of a trust company, bank, financial institution or other depositary or member of the Investment Dealers Association of Canada wherever situated, showing that at the date therein mentioned, such Person exhibited to such officer or had on deposit with such trust company, bank, institution, depositary or member the Bonds described in such certificate. Continued ownership after the date stated in such certificate may be proved by the presentation of such certificate if the certificate contains a statement by such officer that such trust . company, bank, institution, depositary or member held the Bonds therein referred to on the date of the certificate and that they shall not be surrendered without the surrender of the certificate to such trust ·company, bank, institution, depositary or member except with the consent of such trust company, bank, institution, depositary or member and that such consent has not been given.

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(b)	The ownership of registered Bonds and the amount, numbers and other identification, and date of holding the same shall be proved by the registers referred to herein. Any request, consent or vote of the owner of any Bond shall bind all future owners of such Bond in respect of anything done or suffered to be done by the Issuer or any Fiscal Agent in accordance therewith.

11.16 Preservation and Inspection of Documents

11.17 Indemnification of ·Fiscal Agents

11.18 Additional Provisions


(a)	The Trustee will not be required to give any bond or security in respect of the execution of the trusts and powers on this Indenture or otherwise in respect of the premises.


(b)	The Trustee and any Person related to the Trustee will not be appointed a receiver, a receiver and manager, or a liquidator of all or any part of the assets or undertaking of the Issuer.


(c)	Nothing herein contained will impose on the Trustee any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Master Indenture or any Supplemental Indenture or to verify the accuracy or completeness of any Officer's Certificate delivered under this Indenture.


(d)	The Trustee shall not be bound to give notice to any Person of the execution hereof .


(e)	The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequences of any breach by the Issuer of any

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obligation herein contained or. of any act of any director, officer, employee or agent of the Issuer or any Partner.


(f)	The. Trustee, in its personal or any other capacity, may buy, lend upon and deal in the securities issued by the Issuer or any Partner and generally may contract and enter into financial transactions with the Issuer, any Partner or any Affiliate thereof without being liable to account for any profit made thereby.

(g)

(h)

The obligation of the Trustee to commence or continue any act.. action or proceeding for the purpose of enforcing any rights of the Trustee or the holders of Bonds shall be conditional upon the Bondholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee, its directors, officers and employees against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless funded and indemnified as aforesaid.

11.19 Trustee not Liable

The Trustee shall not be liable or in any way responsible for the consequence of any breach by the Issuer of any of its covenants herein or for or by reason of any failure or defect of, title to, or any encumbrance upon, the Collateral; provided the Trustee has acted in good faith, without negligence and in accordance with its obligations under this Indenture and with respect to the Bonds. Furthermore, the Trustee shall not be liable or in any way responsible in the performance of its duties to the extent the Trustee has relied, in good faith, on the advice of legal counsel and other professional advisors.

ARTICLE 12

DEFEASANCE

12.1 Defeasance


(a)	If payment of all principal of, premium, if any, and interest on: all Outstanding Bonds in accordance with their terms and this Indenture is made, or is provided for in accordance with Section 12.2, and if all other sums payable by the Issuer

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hereunder or thereunder (including any and all reasonable fees and expenses of all Fiscal Agents including the Trustee) shall be paid or provided for, then, subject to the further provisions of this Subsection 12.l(a), the Issuer shall be promptly and fully discharged and released from any and all of its. obligations in respect of this Indenture and all Outstanding Bonds· in each case on the date the conditions set forth in Section 12.2 are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Issuer ·shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Bonds, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 12.3 and the other Sections of this Master Indenture referred to in Paragraphs (i), (ii) and (iii) below, and to have satisfied all its other obligations under such Bonds and this Indenture insofar as such Bonds are concerned (and the Trustee at the expense of the Issuer shall execute and deliver to the Issuer all such instruments as may be necessary to evidence such discharge and satisfaction including the discharge of any Security Interests over the assets of the Issuer) except for the following obligations which shall survive until otherwise terminated or discharged hereunder:


(i)	the rights of holders of Outstanding Bonds to receive, solely from the trust fund described in Section 12.2 and, as more fully set forth in Section 12.2; payments in respect of the principal of, premium, if any, and interest on such Bonds when such payments are due;


(ii)	the Issuer's rights of redemption (to the extent such Bonds are redeemable in accordance with their terms) and obligations with respect to such Bonds under Sections 3.7, 3.8, 3.9, 3.10 and 6.5;


(iii)	the rights, powers, trusts, duties and immunities of each Fiscal Agent hereunder and under the Supplemental Indentures and the obligations of the Issuer under Section 11.6;


(iv)	the indemnity under Section 11.17; and


(v)	this Article 12.

(b)

If payment of all principal of, premium, if any, and interest on all Outstanding Bonds of a particular Series or a Class within a Series in accordance. with their terms, this Indenture and the Supplemental Indenture authorizing such Series or Class is made, or is provided for in accordance with Section 12.2, and if all other sums payable by the Issuer hereunder or thereunder with respect to such Series or Class shall be paid or provided for, then, subject to the further provisions of this Subsection 12.1 (b), the Issuer shall be promptly and fully discharged and released from any and all of its obligations in respect of the Supplemental Indenture authorizing such Series or Class, and all Outstanding Bonds of such Series or Class, in each case on the date the conditions set forth in Section 12.2 are satisfied (hereinafter, "series defeasance"). For this purpose, such series defeasance means that the Issuer shall· be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Bonds of such Series. or Class, which shall thereafter be deemed to be "Outstanding" only for the purposes of

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Section 12.3 and the other Sections of this Indenture 'referred to in Paragraphs (i), (ii) and (iii) below, and to have satisfied all its other obligations under such Bonds and the Supplemental Indenture authorizing such Series or Class insofar as such Bonds are concerned (the Trustee at the expense of the Issuer shall execute and deliver to the Issuer all such instruments as may be necessary to evidence such discharge and satisfaction) except for the following obligations which shall survive until otherwise terminated or discharged hereunder:


(i)	the rights of holders of such Bonds to receive, solely from the trust fund described in Section 12.2 and as more fully set forth in Section 12.2, payments in respect of the principal of, premium, if any, and interest on such Bonds-when such payments are due;


(ii)	the Issuer's rights of redemption (to the extent such Series or Class of Bonds is redeemable in accordance with its terms) and obligations with respect to such Bonds under Sections 3.7, 3.8, 3.9, 3.10 and 6.5;


(iii)	the rights, powers, trusts, duties and immunities of the Trustee hereunder and of each Fiscal Agent under the Supplemental Indenture authorizing such Series or Class with respect to such Series or Class and the Issuer's obligations under Section 11.6 with respect to each such Fiscal Agent;


(iv)	the indemnity under Section 11.17; or


(v)	this Article 12.

12.2 Providing for Payment of Bonds

Payment of all Outstanding Bonds or all Outstanding Bonds of a particular Series or of a particular Class within a Series may be provided for by complying with the following conditions:

(a)

the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 11.1 who shall agree to comply with the provisions of this Article 12 applicable to. it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Bonds, money in the currency of such Bonds or non-callable Central Government Obligations which are in the currency of such Bonds and which through the scheduled payment of principal and interest (without reinvestment thereof) in respect of such Central Government Obligations in accordance with their terms shall provide, either alone or in combination with such money and not later than the due date of any payment of principal of, premium, if any, or interest on such Bonds, money in the currency of such payment and in an amount sufficient, in the opinion of the Issuer expressed in an Officer's Certificate delivered to the Trustee, to pay and discharge when due, whether at maturity or upon fixed redemption dates, the principal of, premium, if any, and interest on such Bonds, and the Issuer shall have irrevocably instructed the Trustee or other Paying Agent or Fiscal Agent (or such other trustee), in writing, to apply such money and/or proceeds of such Central Government Obligations to such payments with respect to such

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Bonds. Before making such deposit, the Issuer may give to the Trustee a notice of its election to redeem all of such Bonds, to the extent redeemable in accordance with their terms, which notice shall be irrevocable. Such irrevocable notice of redemption, if given, shall be given effect in applying the foregoing. If any such Bonds are not subject to redemption within forty-five (45) days after the making of such a deposit, at the time of making such a deposit, the Issuer shall give to the Trustee, in form satisfactory to it, irrevocable instructions to notify the holders of such Bonds. that payment of such Bonds has been provided for pursuant to this Article 12;

(b)

the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Bonds shall not recognize a gain or loss for Canadian or U.S. federal income tax purposes as a result of such deposit, defeasance (or Series or Class defeasance, as the· case may be) or discharge and shall be subject to Canadian and U.S. federal income tax on the same amount, in the same manner and at the same time as would have been the case if such deposit, defeasance (or Series or Class defeasance, as the case may be) and discharge had not occurred;


(c)	no Default or Event of Default with respect to any Bonds shall have occurred and be continuing on the date such deposit is made;


(d)	the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that · all conditions precedent provided for relating to the defeasance (or Series or Class defeasance, as the case may be) under Section 12.1 have been satisfied; and ·


(e)	the Issuer shall have delivered to the Trustee an Officer's Certificate stating that, after the deposit is made, the Issuer is not insolvent and that there is no intent to confer a benefit on the beneficiaries of the trust.

12.3 Deposit to Be Held in Trust

All money and Central Government Obligations (including the proceeds thereof) deposited with the Trustee (or other trustee referred to in Section 12.2) pursuant to Section 12.2 in respect of all Outstanding Bonds or all Outstanding Bonds of a particular Series or Class shall be held in trust andapplied by the Trustee (or such other permitted trustee, as the case may be), in accordance with the provisions of such Bonds, this Master Indenture and the applicable Supplemental Indentures, to the payment, either directly or through any Fiscal Agent as the Trustee (or such other permitted trustee, as the case may be) may determine, to the holders of such Bonds, when due, of all sums due and to become due in respect of the principal of, premium, if any, and interest on such Bonds.

12.4 Reinstatement

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Series or Class as the case may be, shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.2, until such time as. the Trustee (or such other permitted trustee, as the case may be)· or such Fiscal Agent is permitted to apply all such money,' Central Government Obligations and proceeds in accordance with Section 12.3; provided, however, that if the Issuer makes any payment of principal of, premium, if any, or interest on any such Bond following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the holders of such Bond to receive such payment from the money, Central Government Obligations· and proceeds thereof held by the Trustee (or such other permitted trustee, as the case may be).

12.5 Indemnity

The Issuer shall pay and indemnify the Trustee (or other trustee referred to in Section 12.2) against all Taxes, fees or other charges imposed on or assessed against the Central Government Obligations deposited pursuant to Section 12.2 or the principal and interest received in respect thereof.

ARTICLE 13

MISCELLANEOUS

13.1 Funds Held for Particular Bonds and Coupons

(a)

The amounts held by any Fiscal Agent for the payment of the interest; principal or redemption price or accrued interest or any other amount due on any date with respect to particular Bonds or coupons shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the holders of the Bonds and coupons entitled thereto and for the purposes of this Master Indenture and the applicable Supplemental Indentures, such interest, principal, redemption price or other amount, after the due date thereof, shall no longer be considered to be unpaid.


(b)	If all' Outstanding Bonds shall have been defeased in accordance with Article 12 at the request of the Issuer all monies held by any Paying Agent shall be paid over' to the Issuer as its absolute property and free from the Lien Hereof (if any).

(c)

Anything in this Indenture to the contrary notwithstanding, any monies held by a Fiscal Agent in trust for the payment and discharge of any of the Bonds or coupons which remain unclaimed for six (6) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption shall, subject to applicable law, at the written request of the Issuer, be repaid by the Fiscal Agent to the Issuer, as its absolute property and free from the Lien Hereof (if any), and the Fiscal Agent shall thereupon be released and discharged, but, before being required to make.any such payment to the Issuer, the Issuer shall cause to be published at least twice, at an interval or not less than seven (7) days between publications, in the Authorized Newspapers notice that said monies remain unclaimed and that, after a date named in said notice, which date shall be not less than ten (10) nor more than twenty (20) days after the date of the first publication of such notice, the balance of such monies then unclaimed shall be returned to the Issuer.

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13.2 No Recourse under Indenture or on Bonds

(a)

All covenants, stipulations, promises, agreements. and obligations of the Issuer contained in this Indenture shall be deemed to. be the covenants, stipulations, promises, agreements and obligations of the Issuer and not of any director, officer or employee of the Issuer or of the General Partner in its or his or her individual capacity, and no recourse shall be had for the payment of the principal or redemption price of or interest on or any other amount owing in respect of the Bonds or for any claim based thereon or on this Indenture against any director, officer or employee of the Issuer or of the General Partner or any natural Person executing the Bonds.


(b)	The Issuer 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 rate share of any undistributed income.

13.3 Judgment Currency

(a)

If, for the purposes of obtaining judgment in any court,' it is necessary to convert a sum due hereunder to a holder or holders of any Bonds or to the Trustee from the currency in respect of which any such Indebtedness are owed (the "Original Currency") into the currency in which a court of competent jurisdiction may render judgment in connection with any litigation 'relating to the payment of the Indebtedness under this Indenture (the "Judgment Currency"), the Issuer agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase the Original Currency with the Judgment Currency on the Business Day preceding that on which final judgment is paid or satisfied .

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(b)

The obligations of the Issuer in respect of any sum due in the Original' Currency from it to a holder or holders. of any Bonds or to the Trustee shall, notwithstanding any judgment in any Judgment Currency, be discharged only to the extent that on the Business Day following receipt by a holder or holders of any Bonds or by the Trustee of any sum adjudged to be so due in such Judgment Currency, such holder or holders or the Trustee may in accordance with normal banking procedures purchase the sum due in .the Original Currency with the amount awarded in the judgment in the Judgment Currency. If the amount so purchased in the Original Currency is less than the sum originally due to a holder or holders of any Bonds or to the Trustee in the Original Currency, the Issuer agrees, ·as a separate obligation and notwithstanding any such judgment, to indemnify each of such holders or the Trustee against such loss and if the amount so purchased in the Original Currency exceeds the sum originally due to a holder or holders of any Bonds or to the Trustee in the Original Currency, each of such holders or the Trustee agree to remit such. excess to the Issuer.

13.4 Withholding Tax

If the Issuer is required to make any payment to any Governmental Authority in connection with or due to the application of any withholding·tax or similar tax or rate to any payment made or due to be made pursuant to this Indenture then the Issuer shall not be responsible to increase or "gross up" any payment to any Bondholder or to the Trustee on behalf of any Bondholder and shall be entitled to reduce the amount of each such payment by the amount of any payment required to be· made to such Governmental Authority and the payment made to any Bondholder or Trustee on behalf of any Bondholder shall be deemed to have been made in full.

13.5 General Partner


(a)	The General Partner is entering into this Master Indenture in its personal capacity to confirm and be bound by the covenants set out in Article 6 of this Master Indenture which are applicable to the General Partner.


(b)	In the event that legal title to any assets are in the name of the General Partner, the General Partner shall hold legal title to such assets in trust for the Issuer. Tue General Partner shall deliver to the Trustee an Officer's Certificate confirming such trusts upon request of the Trustee or any Bondholder.

13.6 Counterparts

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13.7 Effective Date.

This Master Indenture shall take effect immediately upon its execution by the Issuer and the Trustee.

IN WITNESS WHEREOF the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.



ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
By:	/s/ James Harbilas
	Name:	James Harbilas
	Title:	EVP & CFO

ALTALINK MANAGEMENT LTD.
By:	/s/ James Harbilas
	Name:	James Harbilas
	Title:	EVP & CFO

BMO TRUST COMPANY
By:	/s/ George A. Bragg
	Name:	George A. Bragg
	Title:	Authorized Signing Office

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EXHIBIT 4.100

ALTALINK, L.P.

CAPITAL MARKETS PLATFORM

Seventh Supplemental Indenture

Dated as of April 28, 2003

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TABLE OF CONTENTS



ARTICLE 1 INTERPRETATION		2
1.1	Interpretation	2
ARTICLE 2 CHARGE ON ASSETS		2
2.1	Creation of charge	2
ARTICLE 3 PROVISIONS APPLICABLE TO BOOK DEBTS		3
3.1	Book Debts	3
ARTICLE 4 REMEDIES		4
4.1	Remedies	4
4.2	Powers of Receiver and Application of Proceeds	8
4.3	Limitation of Liability	9
ARTICLE 5 CONFIRMATION OF MASTER INDENTURE		9
5.1	Confirmation of Master Indenture	9
ARTICLE 6 ACKNOWLEDGEMENT		9
6.1	Acknowledgement	9
ARTICLE 7 ACCEPTANCE OF TRUST BY TRUSTEE		9
7.1	Acceptance of Trustee	9
ARTICLE 8 MISCELLANEOUS		10
8.1	Further Assurances	10
8.2	Counterparts	10
8.3	Formal Date	10
8.4	Governing Law	10

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ALTALINK, L.P.

CAPITAL MARKETS PLATFORM

SEVENTH SUPPLEMENTAL INDENTURE

THE SEVENTH SUPPLEMENTAL INDENTURE dated as of the 28 ^th day of April, 2003.

BETWEEN:

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

(hereinafter called the "Issuer")

OF THE FIRST PART

-and-

ALTALINK MANAGEMENT LTD. , a corporation incorporated under the laws of the Province of Alberta

(the "General Partner")

OF THE SECOND PART

-and-

BMO TRUST COMP ANY , a trust company incorporated under the laws of Canada and authorized to carry on the business of a trust company in all of the provinces and territories of Canada

(hereinafter called the "Trustee")

OF THE THIRD PART

WHEREAS by an amended and restated master trust indenture dated as of the date hereof between the Issuer, the General Partner and the Trustee (the "Master Indenture") provision was made for the issuance of Supplemental Indentures to make additions to, deletions from or alterations of the provisions of the Master Indenture or Supplemental Indentures issued thereunder;

AND WHEREAS the Issuer has deemed it necessary and advisable to create and issue this Supplemental Indenture to alter certain provisions of the Master Indenture;

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AND WHEREAS this Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Supplemental Indenture and to establish the terms, provisions and conditions thereof;

AND WHEREAS the parties have entered into Supplemental Indentures and will, in the future, enter into further Supplemental Indentures which have, or will, authorize the issuance of the various series of Bonds to be secured by the charges created herein (such present and future Bonds being collectively called the "Outstanding Bonds");

AND WHEREAS this Supplemental Indenture is hereinafter sometimes referred to as the "Seventh Supplemental Indenture";

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSES that consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties hereof agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

The Seventh Supplemental Indenture is supplemental to the.Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master. Indenture may be inconsistent with the express provisions of this Supplemental Indenture in which case the terms of this Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to. the extent of such inconsistency,.this Seventh Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Master Indenture and this Seventh Supplemental Indenture were contained in one instrument. The expressions used in this Seventh Supplemental Indenture which are defined in the Master Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Seventh Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article, Section of or Schedule to, the Master Indenture.

ARTICLE 2

CHARGE ON ASSETS

2.1 Creation of Charge

In consideration of the premises in this Indenture and of the sum of One Dollar ($1.00) paid to the Issuer by the Trustee (the receipt and sufficiency of which are hereby acknowledged) and to secure the due payment of the principal of and interest on the Outstanding Bonds, including interest on overdue interest and any premium payable under this Indenture and other monies from time to time owing under this Indenture, and the due performance and observance of the covenants,

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agreements and obligations of the Issuer contained. in this Indenture and under the Outstanding Bonds (collectively the "Obligations"), the Issuer, subject to Permitted Encumbrances and the reservation of the last day of the term as hereinafter provided, does hereby:


(a)	grant, mortgage, charge, assign and transfer to and in favour of the Trustee, its successors and assigns, as and by way of a first floating charge, all property, assets and undertaking of the Issuer; and


(b)	grant a security interest in, to and in favour of the Trustee all present and after-acquired personal property of the Issuer including all rights to receive revenues·therefrom;

(hereinafter referred to as the "Charge").

TO HAVE AND TO HOLD the property, assets and undertaking subject to the Charge and rights hereby conferred on the Trustee for the use and purposes and with the power and authority and subject to the terms, conditions, provisos, covenants and stipulations expressed in the Master Indenture.

The Charge shall not extend or apply to the last day of the term of any lease, whether oral or written, now held or hereafter acquired by the Issuer but should such Charge become enforceable and the Trustee shall have determined to enforce the same, the Issuer shall thereafter stand possessed of such last day and shall hold it in trust to assign the same to any person who may acquire such term or the part thereof hereby charged in the course of any enforcement of the said Charge or any realization of the subject matter thereof. Further, the Charge does not and shall not extend to, and the Collateral shall.not include, any agreement, entitlement, right, franchise, licence or permit (the "Contractual Rights") to·which the Issuer is a party or of which the Issuer has the benefit, to the extent that the creation of the charge herein would constitute a breach of the terms of or permit any Person to terminate the Contractual Rights, but the Issuer shall hold its interest therein in trust for the Trustee for the benefit of the Bondholders forthwith upon obtaining the consent or approval of the other party thereto to create the Security Interest contemplated by this Indenture.

The Lien Hereof is for the equal and rateable benefit and security of all holders of the Outstanding Bonds which are secured in accordance with Section 5.1 of the Master Indenture, and the Trustee, without any priority or preference of any Outstanding Bond subject to the priority described in Section 5.3 thereof.

ARTICLE 3

PROVISIONS APPLICABLE TO BOOK DEBTS

3.1 Book Debts

The following provisions shall apply to all Book Debts subject to the Lien Hereof:

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(a)	following the occurrence and during the continuance of an Event of Default, the Trustee may collect, realize, sell or otherwise deal with the Book Debts or any in such manner, upon such terms and conditions and at such time or part thereof times as may seem to it advisable and without notice to the Issuer (except as otherwise required by applicable law);

(b)

the Trustee shall not be liable or accountable for any failure to collect, realize, sell or otherwise deal with or obtain payment of the Book Debts or any part thereof and shall not be bound to institute proceedings for the purpose of collecting, realizing, selling or otherwise dealing with or obtaining payment of the same or for the purpose of preserving any rights of the Trustee, the Issuer or any other Person in respect of the same;


(c)	following the occurrence and during the continuance of an Event of Default, all moneys collected or received by the Issuer in respect of the Book Debts shall be held in trust by the Issuer for the benefit of the Trustee, and shall be paid over to the Trustee forthwith on demand;


(d)	following the occurrence and during the continuance of an Event of Default, the Trustee may notify any account debtor or debtors to make payment of the Book Debts to or to the order of the Trustee; and


(e)	following the occurrence and during the continuance of an Event of Default, the Trustee may take control of any proceeds of the Book Debts.

" Book Debts " means all debts, accounts, claims, monies and chooses-in action which are now due, owing or accruing due or which may hereafter become due, owing and accruing due to the Issuer, including all claims of whatsoever nature or kind which the Issuer now has or may hereafter have for proceeds from any business interruption insurance.

ARTICLE 4

REMEDIES

4.1 Remedies

Upon and so long as the Lien Hereof is enforceable, the Trustee may realize thereupon and enforce its right in the following manner:


(a)	commence legal action to enforce payment or performance of the Obligations by the Issuer to the Trustee;


(b)	require the Issuer to disclose to the Trustee the location or locations of the Collateral and to assemble, at the Issuer's expense, tangible personal property which composes part of the Collateral at a place or places designated by the Trustee, and the Issuer agrees to cooperate, in each case, as required by the Trustee;

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(c}

immediately take possession of all of the Collateral or any part or parts thereof by action, distress or otherwise, with power, among other things, to exclude the Issuer, to preserve and maintain the Collateral and make additions and replacements thereto, to collect or receive rents, income and profits of all kinds (including taking proceedings in the name of the Issuer for that purpose) and pay therefrom all reasonable expenses and charges of maintaining, preserving, protecting and operating the Collateral (payment of which may be necessary to preserve or protect the Collateral), and to enjoy and exercise all powers necessary to the performance of all functions made necessary or advisable by possession, including without limitation, power to advance its own moneys and enter into contracts amid undertake obligations for the foregoing purposes upon the security hereof, and all sums advanced or expended shall be added to the Obligations and shall bear interest at the highest rate of interest charged under any of the Outstanding Bonds;


(d)	carry on or concur in the carrying on of all or any part of the business of the Issuer and in connection therewith, to employ and discharge any person on the terms and at the remuneration the Trustee considers proper;

(e)

to the exclusion of all others including the Issuer, enter upon, occupy and use all premises of or occupied or used by the Issuer and use any of the property (which shall include fixtures) of the Issuer for such time and such purposes as the Trustee sees fit. The Trustee shall not be liable to the Issuer for any neglect in so doing or in respect of any rent, costs, charges, depreciation or damages in connection therewith;


(f)	pay or discharge any mortgage, encumbrance, lien, adverse claim or charge that may exist or be threatened against the Collateral; in any such case, the amounts so paid together with costs. charges and expenses incurred in connection therewith shall be added to the Obligations and shall bear interest at the highest rate of interest charged under any of the Outstanding Bonds;


(g)	take proceedings in any court of competent jurisdiction for sale or foreclosure of all or any part of the Collateral;


(h)	file proofs of claim and other documents to establish its claim in any proceedings relative to the Issuer;

(i)

operate, manage, repair, alter and extend the Collateral and continue with the construction and development of any or all projects being undertaken by the Issuer on the Collateral with such variations, additions or deletions thereto as the Trustee may approve and repair, process, complete, modify, or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Issuer or otherwise;


(j)	with or without taking possession of all or any part of the Collateral and at the Issuer's expense, take any action or proceedings to observe or perform or cause to

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be observed or performed any covenant, agreement, proviso or stipulation relating to any of the Collateral, when and to the extent the Trustee deems advisable;


(k)	with or without taking possession of all, or any part of the Collateral, sell, lease or otherwise dispose of the whole or any part of the Collateral, as agent for the Issuer and not the Trustee, and in exercising the foregoing power, the Trustee may, in its absolute discretion:


(i)	sell, lease or otherwise dispose of the whole or any part of the Collateral by public auction, public tender with notice, or by private contract (in the name of or on behalf of the Issuer) or otherwise, with such notice, advertisement or other formality as is required by law;


(ii)	make and deliver to the purchaser goad and sufficient deeds, assurances and conveyances of the Collateral and give receipts for the purchase money, and any such sale once effected shall be a perpetual bar, both at law and in equity, to the Issuer and all those claiming an interest in the Collateral by, from, through or under the Issuer making any claim against the purchaser of the Collateral;

(iii)

grant, rescind, vary or complete any contract for sale, lease or options to purchase or lease, or rights of first refusal to purchase. or lease' the whole or any part of the Collateral, for cash or for credit, with or without security being given therefor, and on terms as shall appear to be most advantageous to the Trustee (including a term that a commission be payable to the Trustee or a related corporation in respect thereof) and if a sale is on credit, the Trustee shall not be accountable for any moneys until actually received;


(iv)	make any stipulation as to title or conveyance or commencement of title;


(v)	re-sell or re-lease without being answerable for any loss occasioned thereby; and

(vi)

make any arrangements or compromises which the Trustee shall think expedient in the interest of the Trustee and to assent to any modification of this Supplemental Indenture, and to exchange any part or parts of the Collateral for any other property suitable for the purposes of the Trustee on such terms as the Trustee considers expedient, either with or without payment of money for equality or exchange or otherwise;


(I)	to borrow or raise money on the security of the Collateral or any part thereof in priority to the Lien Hereof or otherwise, for the purpose of the maintenance, preservation or protection of the Collateral or any part thereof or for carrying on all or any part of the business of the Issuer relating to the Collateral;


(m)	where the Collateral has been disposed of by the Trustee as provided in subsection 4.1 (k) above, commence legal action against the Issuer for the deficiency between

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the aggregate of the principal and interest owing on the Outstanding Bonds and all other monies and liabilities secured hereby (including costs and expenses incurred in connection with such disposition) and the proceeds of any such disposition;


(n)	take proceedings in any court of competent jurisdiction for the appointment of a receiver (which term as used in this Supplemental Indenture includes a manager and a receiver and manager, and hereafter, the "Receiver") of all or any part of the Collateral;


(o)	by instrument in writing appoint, with or without taking possession, any person to be a Receiver of the Collateral or of any part thereof and may remove any Receiver so appointed and appoint another in his stead; and the following shall apply in-respect of any such Receiver so appointed:


(i)	the. Trustee may from time to time fix the remuneration of the Receiver who shall be entitled to deduct that same out of the revenue from the Collateral or the proceeds thereof;

(ii)

the Receiver shall, to the fullest extent permitted by law, be deemed the agent or attorney of the Issuer for all purposes and the Trustee shall not be in any way responsible for any actions other than as caused by gross negligence, wilful misconduct or fraud, of any Receiver, and the Issuer hereby agrees to indemnify and save harmless the Trustee from and against any and all claims, demands, actions, costs, damages, expenses or payments which the Trustee may hereafter suffer, incur or be required to pay as a result, in whole of in part, of any action taken by the Receiver or army failure of the Receiver to do any act or thing other than. as are caused by gross negligence, wilful misconduct or fraud;

(iii)

the appointment of the Receiver by the Trustee shall not incur or create any liability on the part of the Trustee to the Receiver in any respect and such appointment or anything which may be done by the Receiver or the removal of the Receiver or the termination of any such Receivership shall not have the effect of constituting the Trustee a mortgagee in possession in respect of any lands or any part thereof; and


(iv)	and for the purposes above, the Issuer hereby irrevocably empowers the Receiver so appointed as its attorney to execute deeds, transfers, leases, contracts, agreements or other documents on its behalf and in its place (and the same shall bind the Issuer and have the same effect as if such deeds were executed by the Issuer);

(p)

on its own account or through a Receiver and whether alone or in conjunction with the exercise of all or any other remedies contemplated hereby, shall have the right, at any time, to notify and direct any account debtor to make all payments whatsoever to the Trustee and the Trustee shall have the right, at any time, to hold all amounts received from any account debtor and any proceeds as part of the Collateral; any

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payments received by the Issuer from and after the security hereby constituted becomes enforceable, shall be held by the Issuer in trust for the Trustee in the same medium in which received, shall not be commingled with any assets of the Issuer and shall, at the request of the Trustee, be turned over to the Trustee not later than the next business day following the day of their receipt; and


(q)	exercise or pursue any other remedy or proceeding which the Trustee is entitled to or authorized or permitted hereby or by law or in equity in order to enforce the Lien Hereof.

Such remedies may be exercised from time to time separately or in combination. Nothing in this Indenture shall curtail or limit the remedies of the Trustee as permitted by any law. or statute to a mortgagee or creditor, all such remedies being in addition to and not in substitution for any other rights or remedies of the Trustee howsoever created.

4.2 Powers of Receiver and Application of Proceeds


(a)	A Receiver appointed in accordance with Subsection 4.l(o) shall have the power to exercise and be vested with, in each case at the discretion of the Trustee made in writing, all the powers and discretions of the Trustee under this Indenture.


(b)	The net revenues of ·the business of the Issuer and the net proceeds of any sale, lease or other disposition of the Collateral shall be applied by the Receiver, subject to the claims of all creditors ranking in priority to the Indenture, in payment of:


(i)	all costs, charges and expenses of and incidental to the appointment of time Receiver and the exercise by it of all or any of the powers granted herein including the remuneration of the Receiver and all amounts properly payable by it;


(ii)	the principal amount of the Outstanding Bonds;


(iii)	all other moneys owing under the Indenture, except interest;


(iv)	all interest accrued and payable hereunder; and


(v)	any other payments required by law; in such order as the Trustee may determine, in its discretion.

4.3 Limitation of Liability

The Trustee shall not be liable by reason of any entry into or taking possession of any of the Collateral hereby charged or intended so to be or any part thereof to account as mortgagee in possession or for anything except actual receipts or be liable for any loss on realization, or army act or omission for which a secured party in possession might be liable. The Trustee shall not, by virtue of these presents, be deemed to be a mortgagee in possession of the Collateral. The Trustee shall not be liable or accountable for any failure to exercise is remedies; take possession of, seize,

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collect, realize, sell, lease or otherwise dispose of or obtain payment for the Collateral and shall not be bound to institute proceedings for such purposes or for the purpose of preserving any rights, remedies or powers of the Trustee, the Issuer or any other person in respect of same. The Issuer hereby releases and discharges the Trustee and the Receiver from every claim of every nature, whether. sounding in damages or not, which may arise or be caused to the Issuer or any person claiming through or under the Issuer by reason or as a result of anything done or omitted to be done, as the case may be, by the Trustee or any successor or assign claiming through or under the Trustee or the Receiver under the provisions of this Debenture, unless such claim be the result of gross negligence, wilfull misconduct or fraud.

ARTICLE 5

CONFIRMATION OF MASTER INDENTURE

5.1 Confirmation of Master Indenture

The Master Indenture, as supplemented by this Seventh Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 6

ACKNOWLEDGEMENT

6.1 Acknowledgement

The Issuer 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.

ARTICLE 7

ACCEPTANCE OF TRUST BY TRUSTEE

7.1 Acceptance of Trustee

This Trustee accepts the trusts in this Seventh Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 8

MISCELLANEOUS

8.1 Further Assurances

The Issuer shall, from time to time, take such action and execute and deliver to the Trustee such agreements, conveyances, deeds and other documents and instruments which are necessary or advisable for giving the Trustee a valid Charge, ranking as contemplated in the Master Indenture and this Indenture, upon any Collateral to secure the payment and the performance of all Obligations from time to time.

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8.2 Counterparts

The Seventh Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

8.3 Formal Date

Fro the purposes of convenience, this Seventh Supplemental Indenture may be referred to as bearing a formal date of April 28, 2003 irrespective of the actual date of execution hereof.

8.4 Governing Law

This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

IN WITNESS OF WHICH the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.



ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
Per:	/s/ Scott Thon
	Name:	Scott Thon
	Title:	President & CEO
Per:	/s/ James Harbilas
	Name:	James Harbilas
	Title:	EVP & CFO

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I/We have authority to bind the Issuer.

ALTALINK MANAGEMENT LTD.
Per:	/s/ Scott Thon
	Name:	Scott Thon
	Title:	President & CEO
Per:	/s/ James Harbilas
	Name:	James Harbilas
	Title:	EVP & CFO



BMO TRUST COMPANY
Per:
	Name:	George A. Bragg
	Title:	Authorized Signing Officer
Per:
	Name:
	Title:

F:\Energy\ADN\FILES\NEW-FlLES\AL TALJNK\428328-000053\009Supplemental Indenture 03.doc



I/We have authority to bind the Issuer.

ALTALINK MANAGEMENT LTD.
Per:
	Name:
	Title:
Per:
	Name:
	Title:



BMO TRUST COMPANY
Per:	/s/ George A. Bragg
	Name:	George A. Bragg
	Title:	Authorized Signing Officer
Per:
	Name:
	Title:

U:\Alta Link\May 2003 amendments and 03 bonds\seventh Supplemental Indenture.doc

EXHIBIT 4.101

ALTALINK, L.P.

CAPITAL MARKETS PLATFORM

NINTH

SUPPLEMENTAL

INDENTURE

NINTH SUPPLEMENTAL INDENTURE

Dated as of May 9, 2006

ALTALINK, L.P.

NINTH SUPPLEMENTAL INDENTURE

THIS NINTH SUPPLEMENTAL INDENTURE dated as of the 9 ^th day of May, 2006

BETWEEN:

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

(hereinafter called the " Issuer ")

- and -

ALTALINK MANAGEMENT LTD. , a company incorporated under the laws of the Province of Alberta,

(hereinafter called the " General Partne r")

OF THE FIRST PART

- and -

BNY TRUST COMPANY OF CANADA , a trust company incorporated under the laws of Canada

(hereinafter called the " Trustee ")

OF THE SECOND PART

WHEREAS


(A)	by an amended and restated master trust indenture dated as of April 28, 2003 between the Issuer, the General Partner and the Trustee (the "Master Indenture") provision was made for the issuance and securing of Bonds of the Issuer in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;


(B)	the Issuer has issued eleven supplemental indentures pursuant to the Master Indenture;


(C)	the Issuer has duly authorized the creation and issue of Obligation Bonds, in the form of Medium-Term Notes (the "Notes"), pursuant to the provisions of the Master Indenture and this Supplemental Indenture;


(D)	the Issuer wishes to apply the net proceeds of the issue of Notes in accordance with the terms of Section 2.11 hereof;


(E)	this supplemental indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Notes and to establish the terms, provisions and conditions thereof;


(F)	this supplemental indenture is hereinafter sometimes referred to as the "Ninth Supplemental Indenture"; and


(G)	the fore going recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORETHIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and the sum of Ten Dollars ($10.00) now paid by each of the parties hereto to the other (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

This Ninth Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Ninth Supplemental Indenture, in which case the terms of this Ninth Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Ninth Supplemental Indenture shall henceforth have effect so far as practicable as if all of the provisions of the Master Indenture and this Ninth Supplemental Indenture were contained in one instrument. The expressions used in this Ninth Supplemental Indenture and in the Notes which are defined in the Master Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Ninth Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article, Section of or Schedule to, this Ninth Supplemental Indenture.

1.2 Definitions

For purposes of this Ninth Supplemental Indenture and the Recitals hereof, except as otherwise expressly provided or unless the context otherwise provides:


(a)	The definition of "Business Day" in Section 1.1 of the Master Indenture is replaced by the following definition:

"Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or executive order to close in the city of Toronto, Ontario; provided, however, that, if an Interest Rate Basis specified in a Floating Rate Note is LIBOR, such day is also a London Business Day.


(b)	The following additional words and phrases shall have the following meanings:

"Addendum" means an addendum attached to and forming part of a Note.

"Amortizing Note" means a Note with respect to which payments will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof.

"Article", "Section", "Subsection" and "paragraph" followed by a number means and refers to the specified Article, Section, Subsection or paragraph of this Ninth Supplemental Indenture unless otherwise expressly stated.

"BA Rate", with respect to a Floating Rate Note, means the Interest Rate Basis calculated in accordance with paragraph 2.5(b)(x).

"BA Rate Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.S(b)(x).

"Beneficial Owner" means any person holding a beneficial interest in a Note.

"Calculation Agent" means the Calculation Agent specified in a Floating Rate Note (or such successor thereto as is appointed by the Issuer) to make calculations relating to such note, and if no Calculation Agent is so specified, the Trustee.

"Cdn. Prime Rate", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.S(b)(xiii) .

"Cdn. Prime Rate Interest Determination Date", with respect to a Floating Rate Note has the meaning specified in paragraph 2.S(b)(xiii).

"CDS" means the Canadian Depository for Securities Limited and its successors in interest.

"Certificated Notes" has the meaning specified in Subsection 2.3.

"Date Count Convention" means the convention for counting days specified in a Note for the purpose of computing interest payments for such note in accordance with Section 2.5.

rates of major banks for the applicable Index Currency or (b) if "LIBOR Telerate" is specified in a Floating Rate Note as the method for calculating LIBOR, or neither ''LIBOR Reuters" nor "LIBOR Telerate" is so specified, the display on the Bridge Telerate Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

"Exchange Rate Agent" means the Exchange Rate Agent specified in a Note (or such successor thereto as is appointed by the Issuer) to make calculations relating to the conversion of amounts relating to such note from one currency to another, and if no Exchange Rate Agent is so specified, the Trustee.

"Extendible Note" means a Note the maturity of which may be extended, either in whole or in part, at the option of the Issuer, for one or more periods up to but not beyond the Note's final Maturity Date.

"Fixed Rate Note" has the meaning specified in Section 2.3. "Floating Rate Note" has the meaning specified in Section 2.3. "Global Note" has the meaning specified in Subsection 2.3.

"Floating Rate Note " has the meaning specified in Section 2.3.

"Global Note" has the meaning specified in Subsection 2.3.

"Holder" means the Person in whose name a Note shall be registered.

"Index Currency" means the currency (including currency units) designated in a Floating Rate Note as the currency for which LIBOR shall be calculated, and if no such currency is so designated, the Index Currency shall be Canadian dollars.

"Index Maturity" means the maturity period designated in a Floating Rate Note, as the maturity period for deposits in the Index Currency used in the calculation of LIBOR.

"Initial Interest Rate", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.S(b)(i).

"Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(viii).

"Interest Payment Date" means any Stated Maturity on an instalment of interest on a Bond, which shall, in the case of a Floating Rate Note, be the date specified in paragraph 2.5(b)(vii).

"Interest Rate Basis" or "Interest Rate Bases", with respect to a Floating Rate Note, means the basis or bases upon which the interest rate on such Floating Rate Note is calculated as determined in accordance with Subsection 2.5(b).

"Interest Reset Date", with respect to a Floating Rate Note, means the date upon which the interest rate on such Floating Rate Note is reset as determined in accordance with Subsection 2.5(b).

"Interest Reset Period'', with respect to a Floating Rate Note, means the period from and including each Interest Reset Date with respect to such note to and including the day preceding the next subsequent Interest Reset Date with respect to such note, and the initial Interest Reset Period with respect to a Floating Rate Note is the period from the date of issue of such note to the day preceding the first Interest Reset Date for such note.

"LIBOR", with respect to a Floating Rate Note, means the Interest Rate Basis calculated in accordance with paragraph 2.S(b)(xi).

"LIBOR Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(xi).

"London Business Day" means any day on which dealings in an Index Currency are transacted in the London interbank market.

"Market Exchange Rate", with respect to payments made in Canadian dollars, for a Specified Currency other than Canadian dollars, means the noon dollar buying rate announced by the Bank of Canada for such Specified Currency.

"Maturity Date" has the meaning specified in paragraph 2.S(a)(i).

"Notes" has the meaning specified in Recital (C) above.

"Original Issue Date" in respect of a Note means the date on which the Note is originally issued, unless the Note is issued in replacement of another Note (the "old Note"), on a transfer, exchange or otherwise, in which case it shall mean the date on which the old Note was issued.

"Paying Agent" has the meaning set forth in Section 4.3 hereof.

"Pricing Supplement" has the meaning set forth in Section 2.1 hereof.

"Principal Financial Centre" means the capital of the country of the Index Currency, except that: (i) with respect to United States dollars and Swiss francs, the Principal Financial Centre shall be the city of New York and Zurich, respectively, and (ii) with respect to the Euro, the Principal Financial Centre shall be the capital city of one of the member countries of the European Union as chosen by the Calculation Agent (after consultation with the Issuer).

"Master Indenture" has the meaning specified in Recital (A) above.

"Prospectus" has the meaning specified in Subsection 2.1.

"Qualified Institutional Buyer" or "QIB" shall have the meaning specified in Rule 144A under the U.S. Securities Act.

"Record Date" has the meaning specified in Section 4.2.

"Redemption Date" means, with respect to a Note to be redeemed, the date set forth for redemption of that Note in the relevant notice of redemption given pursuant to Section 3.18 of the Master Indenture.

"Redemption Price" means, with respect to a Note to be redeemed, the redemption price set forth in the applicable Pricing Supplement.

"Regulation S" means Regulation S under the U.S. Securities Act.

"Reuters CDOR Page" means the display designated as page "CDOR" on the Reuters Monitor Money Rates Service (or such other page as may replace the CDOR page on that service for the purpose of displaying banker's acceptance rates of banks and investment dealers).

"Rule 144A" means Rule 144A under the U.S. Securities Act.

"Specified Currency" means the currency specified in a Note for issuance thereof and for payment of principal, premium, if any, and/or interest, and if no such currency is specified, Canadian dollars.

"Spread", with respect to a Floating Rate Note, means the number of basis points to be added to or subtracted from the related Interest Rate Basis or Interest Rate Bases applicable to such Floating Rate Note.

"Spread Multiplier", with respect to a Floating Rate Note, means the percentage of the related Interest Rate Basis applicable to such Floating Rate Note by which such Interest Rate Basis will be multiplied to determine the applicable interest rate payable on such Floating Rate Note.

"Stated Maturity", when used with respect to any Note or any instalment of interest thereon, means, in the case of principal, the date specified in such Note as the fixed date on which the principal of such Note is due and payable, which date shall, in the case of a Floating Rate Note, coincide with an Interest Payment Date or, in the case of interest, the date on which such instalment of interest is due and payable, which shall, in the case of a Floating Rate Note, be on an Interest Payment Date.

"TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer system that links Euro-denominated real-time gross settlement systems in the European Union and the European Central Bank payment mechanism, to provide a European Union-wide real-time gross settlement system.

"U.S. Person" means a person who is a "U.S. person" as defined in Regulation S.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission.

"U.S. Securities Act Legend" means the legend set out in Schedule "B", as the same may be amended from time to time by the Issuer in order to comply with applicable U.S. securities laws.

ARTICLE 2

MEDIUM-TERM NOTES

2.1 Issue of the Notes

The Issuer hereby creates and authorizes for immediate issue a Series of Bonds pursuant to the Master Indenture and this Ninth Supplemental Indenture to be designated as "Medium-Term Notes" which shall be limited to an aggregate amount of $500,000,000 in lawful money of Canada. The aggregate amount of the Notes shall be calculated, in the case of interest bearing Notes, on the basis of the principal amount of such Notes issued, and in the case of non-interest beating Notes, on the basis of the gross proceeds received by the Issuer. The Notes shall be issued from time to time in one or more series or issues pursuant to the Issuer's short form base shelf prospectus dated May 9, 2006 or any prospectus filed with the securities regulatory authorities in replacement thereof (the "Prospectus") and the applicable pricing supplement (the "Pricing Supplement"), as amended and supplemented from time to time.

2.2 Terms of the Notes

The Notes shall have the following terms and conditions:

(a)

Date and Interest. Each Note shall be dated as of the date of issue and shall bear interest, if any, from the date of issue at the rate (either fixed or floating) determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note. Interest, if any, shall be payable on the dates determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note.


(b)	Maturity. Each Note shall mature on the date determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note, which date shall be more than one year from the date of issue, as specified in the Pricing Supplement for such Note.


(c)	Currency. Each Note shall be issued and payable in such currency as is determined by the Issuer at the time of issue as specified in the Pricing Supplement for such Note.


(d)	Denominations. The Notes shall be issued in denominations of $1,000 or more in Canadian currency or the equivalent thereof in other currencies at the time of issue or in such other denominations as are determined by the Issuer at the time of issue as specified in the Pricing Supplement for such Notes.

2.3 Form of the Notes

The Notes shall be issued from time to time in fully registered form and each series or issue of Notes shall be issued in the form of a global note (a "Global Note") except in the circumstances set forth in Subsections 2.8(a) and 2.8(c), in Section 3.2 or unless the Issuer determines to issue such Notes in definitive form at the time of issue, in which case Notes will be issued in the form of definitive certificates (the "Certificated Notes") and in either case: (i) shall specify the applicable date of issue, rate of interest (including, in the case of a floating rate Note (a "Floating Rate Note"), the applicable Interest Rate Basis or Interest Rate Bases), date or dates on which interest shall be payable, maturity date, currency in which the Note is to be issued and in which interest, premium (if any) and principal shall be paid, and denomination; (ii) shall specify such other provisions as are to govern the Note, provided that they shall be consistent with those provisions set out in the Prospectus and the applicable Pricing Supplement; and (iii) shall be substantially in the form set out in Schedule A-I attached hereto in the case of a fixed rate Note (a "Fixed Rate Note") or in the form of Schedule A-II attached hereto in the case of a Floating

Rate Note, in all cases with such appropriate additions and variations as shall be required and as are consistent with the provisions set out in the Prospectus and the applicable Pricing Supplement and shall bear such distinguishing letters and numbers as the Trustee shall approve, or in such other form or forms as may, from time to time, be approved by the Issuer. Beneficial interests in a Global Note shall be represented through book-entry accounts, to be established and maintained by CDS for financial institutions acting on behalf of Beneficial Owners as direct and indirect participants in CDS. Global Notes and Certificated Notes shall be payable as to principal and interest thereon at the principal office in Toronto of the Paying Agent.

2.4 Certification and Delivery of Notes

The Notes may, from time to time, be executed by the Issuer and delivered to the Trustee for certification, and the Trustee shall thereupon certify and deliver the Notes as directed by a Written Order of the Issuer, after initial receipt by the Trustee of the documents set forth in section 2.4 of the Master Indenture, and which shall also set out: (i) whether such Note is a Floating Rate Note or Fixed Rate Note; (ii) its principal amount; (iii) its issue price; (iv) its Original Issue Date; (v) its Maturity Date; (vi) if it is redeemable at the option of the Issuer, the Redemption Date and the Redemption Price; (vii) its Interest Payment Date or Dates; (viii) if it is a Fixed Rate Note, its rate of interest; (ix) if it is a Floating Rate Note, its Interest Rate Basis or Bases, its Initial Interest Rate, its Interest Determination Date or Dates, its Interest Reset Date or Dates, or its Interest Reset Period and interest payment period, its Spread (if any), its Spread Multiplier (if any), its maximum interest rate (if any), and its minimum interest rate (if any); (x) whether it is to be issued in the form of Certificated Notes or a Global Note; and (xi) the terms of any other special provisions relating to such Notes.

2.5 Interest on the Notes


(a)	The following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note:


(i)	The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original

Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Dale or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable.

(ii)

Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to such note due to the imposition of exchange controls or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not

then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note.

(iii)

Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the Day Count Convention specified therein is "Actual/Actual" for the relevant period, or (iv) such other basis as may be specified in a Note.

(iv)

For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the number of days in the year for which such calculation is made and divided by 360.


(b)	The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note:

(i)

A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any. and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein: provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum.


(ii)	Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum.


(iii)	The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date.

(iv)

The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day;(ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is UBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

(v)

Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate.

(vi)

A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada.

(vii)

Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.


(viii)	The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent.

(ix)

All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward).

(x)

Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule l Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date.

(xi)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", ''LIBOR" will be determined on the applicable Interest Determination Date (a ''LIBOR interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11:00 a.m., London time, on such LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither ''LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11:00 a.m., London time, on such LlBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the TARGET System is open. If fewer than two such offered rates appear, or if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph.

(xii)

LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic average of such quotations. If fewer than two quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Centre, on such LIBOR Interest Determination Date by three major banks in such Principal Financial Centre selected by the Calculation Agent (after consultation with the Issuer) for loans in the Index Currency to leading European banks, having the Index Maturity designated in such note and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time.

(xiii)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as "Cdn. Prime Rate", the "Cdn. Prime Rate" shall be determined on the applicable interest Determination Date (a "Cdn. Prime Rate Interest Determination Date") as the rate (expressed as an annual percentage rate based on a year of 365 or 366 days) determined by the Issuer to be the arithmetic average (rounded to the nearest one-hundred-thousandth of one per cent, with .000005 being rounded up) of the rates publicly quoted by the Schedule I Canadian chartered banks as base rates for determining interest rates on Canadian dollar prime rate loans in Canada prevailing at 10:00 a.m. (Toronto time) on the Cdn. Prime Rate Interest Determination Date.


(xiv)	At the request of the Holder of a Floating Rate Note, the Calculation Agent shall provide to such Holder the interest rate thereon then in effect and, if determined, the interest rate which shall become effective as of the next Interest Reset Date.

2.6 Conversion

If so determined by the Issuer at the time of issue, the Holder of a Note may, but only upon notice from the Issuer, convert all but not less than all of such Holder's notes into an equal aggregate principal amount of a new Series of Notes issued by the Issuer. If given, such notice from the Issuer shall be given not less than 30 days nor more than 60 days prior to the date of conversion.

2.7 Amortizing Notes and Extendible Notes


(a)	The Issuer may issue Amortizing Notes and shall set forth in such notes a table specifying repayment information with respect to such notes and any additional terms and conditions thereof.

(b)

The Issuer may issue Extendible Notes and shall set forth in such notes the specific terms of the extension of such notes, including without limitation the date or dates on which the Issuer's option to extend can be exercised and whether the option can be exercised with respect to some but not all of the outstanding principal balance of such notes, and any additional terms and conditions thereof, including without limitation the specific terms and conditions upon which the maturity of such notes may be extended.

2.8 U.S.Restrictions


(a)	The Notes issued in the United States or to a U.S. Person shall be issued as Certificated Notes in accordance with the provisions of Section 3.4.

(b)

If, at any time, a holder of a Certificated Note bearing the U.S. Securities Act Legend wishes to transfer its interest to a Person required or permitted to take delivery thereof in the form of an interest in a Global Note, the Trustee will cancel the definitive certificate representing such Certificated Note, the Issuer shall execute and deliver to the Trustee for authorization and registration by it a replacement Global Note in a principal amount equal to the sum of (x) the principal amount of the relevant Global Note then deposited with CDS and (y) the principal amount of the cancelled Certificated Note. The Trustee shall exchange and deliver to CDS the replacement Global Note against surrender and delivery of the Global Note deposited with CDS immediately prior to the exchange and CDS will be instructed by the Trustee to make appropriate entries in the book entry accounts established and maintained by CDS or its nominee for financial institutions acting as direct and indirect participants of CDS on behalf of Beneficial Owners to include the transferee of the Certificated Note.

(c)

If, at any time, a person holding an interest in a Global Note wishes to transfer a Note to a U.S. Person, the Issuer shall execute and deliver to the Trustee for authorization and registration a Certificated Note representing such Note bearing the U.S. Securities Act Legend and a replacement Global Note in a principal amount equal to the difference between (x) the principal amount of the relevant Global Note then deposited with CDS and (y) the principal amount of the Certificated Note to be issued to the U.S. Person. The Trustee shall exchange and deliver to CDS the replacement Global Note against surrender and delivery of the relevant Global Note deposited with CDS immediately prior to the exchange and CDS will be instructed by the Trustee to make appropriate entries in the book entry accounts established and maintained by CDS or its nominee for financial institutions acting as direct and indirect participants of CDS on behalf of beneficial owners to record the transfer of the Note to the U.S. Person.

2.9 Global Legends Certification

As required by Section 3.4 of the Master Indenture, the Global Bond legend on any Global Note shall be as set out on the forms of Global Notes attached hereto as Schedules A-I and A-II and the Trustee's certificate of authentication shall be in the form annexed to those Schedules. The Global Notes shall not be lithographed or printed with steel engraved borders but shall be typewritten.

2.10 Obligation Bonds

The Notes shall be Obligation Bonds.

2.11 Purposes of the Notes

The proceeds of the issue of the Notes shall be utilized by the Issuer for the following purposes:


(a)	to pay the Costs of Issuance of the Notes;


(b)	to fund the growth and expansion of its electrical transmission network in Alberta through capital development projects and acquisitions;


(c)	to repay bank indebtedness under the Issuer's credit facilities:


(d)	to repay outstanding commercial paper, if any;


(e)	to make payments of principal, interest and premiums, if any, on previously issued Notes or Bonds;


(f)	to fund certain Funds (including any Sinking Funds) and Reserve Funds maintained by the Issuer pursuant to the Master Indenture and this Ninth Supplemental Indenture;


(g)	to fund other capital projects related to the operation and maintenance of the Business: and


(h)	for general business purposes.

ARTICLE 3

CERTIFICATED NOTES

3.1 Limitation on Certificated Notes

Except in the circumstances referred to in Section 2.3, owners of beneficial interests in any Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Notes and shall not be considered registered holders of Notes under this Ninth Supplemental Indenture or for the purposes of the Master Indenture. Neither the Issuer nor the Trustee shall have any responsibility or liability for maintaining, supervising or reviewing any records of CDS relating to beneficial interests in any Notes or for any aspect of the records of CDS relating to payments made by CDS on account of such beneficial interests.

3.2 Certificated Notes

A Global Note is exchangeable, in whole but not in part, for Certificated Notes registered in the name of a Person other than CDS or its nominee if: (i) CDS notifies the Issuer that it is unwilling or unable to continue as depository of that Global Note or ceases to be a recognized clearing agency under the Securities Act (Alberta) or other applicable Canadian securities legislation and a successor depository is not appointed by the Issuer within ninety (90) days after receiving such notice or becoming aware that CDS is no longer so recognized, or (ii) there shall occur and be continuing an Event of Default, or (iii) the Issuer in its sole discretion determines to issue Certificated Notes in definitive form in exchange for a Global Note.

3.3 Cancellation of a Global Note

Upon the exchange of a Global Note for Certificated Notes, the Trustee shall receive and cancel the Global Note, shall reduce to nil the holdings of CDS on the register for the Notes represented by that Global Note, and shall authenticate Certificated Notes in an aggregate principal amount equal to and in exchange for the CDS participants' beneficial interests in that Global Note as of the Record Date for such exchange, as directed in writing by CDS. On or after any such exchange, but only to the extent reasonably practicable in the circumstances, the Trustee shall make all payments in respect of such Certificated Notes to the registered holders thereof, notwithstanding such exchange occurred after the Record Date for any payment and prior to such payment date.

3.4 Issuance of Certificated Notes with U.S. Restrictions

(a)

Notes issued in exchange for a Global Note or to U.S. Persons pursuant to Subsections 2.8(a) and 2.8(c) shall be issued as Certificated Notes in authorized denominations, shall have the same benefits and be subject to the same terms and conditions as that Global Note (except insofar as such terms and conditions specifically relate to that Global Note), shall be registered in the names and denominations as the Issuer shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. The Certificated Notes shall be in substantially the form, mutatis mutandis, of the Global Note, except as provided in Section 3.4(b) and without the Global Bond legend set out thereon. Unless otherwise determined by the Issuer, it shall not be necessary for any Certificated Notes to be lithographed or printed with steel engraved borders.

(b)

Each Certificated Note originally issued to a U.S. Person, as well as all certificates issued in exchange for or in substitution of the foregoing securities, will bear the U.S. Securities Act Legend; provided that, if any such securities are being sold outside the United States in accordance with Rule 904 of Regulation S, the legend may be removed by providing a declaration to the Trustee, as registrar and transfer agent, to the effect set forth in Schedule "C" hereto (or in such other form as the Trustee may from time to time prescribe) and, provided further, that, if any Notes are being sold pursuant to Rule 144 under the U.S. Securities Act, such legend may be removed, provided that the Trustee has received a written opinion of U.S. counsel of recognized standing reasonably satisfactory to the Issuer, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws in the United States of America.


(c)	If a Certificated Note tendered for transfer bears the U.S. Securities Act Legend and the transferee is a U.S. Person or is in the United States, the Certificated Note issued to such transferee shall also bear the U.S. Securities Act Legend.


(d)	The Trustee shall maintain a list of all registered holders of Certificated Notes bearing the U.S. Securities Act Legend.

ARTICLE 4

OTHER MATTERS RELATING TO THE BONDS

4.1 No Notice of Trusts or Equities

Neither the Issuer nor the Trustee nor any of their respective officers or employees shall be bound to see to the execution of any trust affecting the ownership of any Note or be affected by notice of any equity that may be subsisting in respect thereof.

4.2 Record Date

The record date (''Record Date") for purposes of payment of principal, interest. if any, and Redemption Price, if any, on the Notes is as of 5:00 p.m. (Toronto time) on the tenth (10 ^th ) Business Day preceding the Maturity Date, any Interest Payment Date or any Redemption Date, as applicable. for such Notes. Principal of, interest, if any, and Redemption Price, if any, on such Notes are payable to the Person registered in the register on the relevant Record Date as the holder of such Notes. The Trustee shall not be required to register any transfer or exchange of such Notes during the period from any Record Date to the corresponding payment date.

4.3 Paying Agent

The Paying Agent for the Notes shall be the Trustee at its principal office in Toronto.

ARTICLE 5

REDEMPTION

5.1 Election to Redeem; Notice to Trustee

If so specified in the Pricing Supplement, the Issuer may redeem, at its option, in whole or in part at any time, any Notes, in accordance with this Article 5 and Sections 3.16 to 3.22 of the Master Indenture. If the Issuer elects to redeem less than all the Notes, the Issuer shall, at least thirty (30) days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee and CDS), notify the Trustee and CDS of such Redemption Date and of the principal amount of the Notes to be redeemed and shall deliver to the Trustee and CDS such documentation and records as shall enable the Trustee and CDS to select the Notes to be redeemed pursuant to Section 5.2.

5.2 Selection by Trustee of Notes to be Redeemed

If less than all the Notes are to be redeemed, the Notes to be redeemed shall be redeemed on a pro rata basis based on the principal amount of Notes held by each holder. The Trustee shall determine the Notes to be redeemed in accordance with Section 3.17 of the Master Indenture and shall notify the Issuer in writing of the Notes to be redeemed as soon as practicable and, in the case of Notes which shall only be partially redeemed, the principal amount thereof to be redeemed. For all purposes of this Ninth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

5.3 Place of Redemption

The place where the Notes to be redeemed are to be surrendered for payment of the Redemption Price shall be at the principal office in Toronto of the Paying Agent.

5.4 Applicable Provisions

Save as set out in this Article 5 to the contrary, the redemption of any Notes under this Ninth Supplemental Indenture shall be conducted in accordance with Sections 3.16 to 3.22 of the Master Indenture

ARTICLE 6

CONFIRMATION OF PRINCIPAL INDENTURE

6.1 Confirmation of Master Indenture

The Master Indenture, as supplemented by this Ninth Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 7

TAX COVENANTS

7.1 Limitation on General Sinking Fund Entitlement

Notwithstanding anything contained in the Master Indenture, until the earlier of (i) five (5) years after the date of issuance of the Notes and (ii) the date upon which the Notes cease to be outstanding the pro rata portion (determined pursuant Lo section 4.2(d) of the Master Indenture) of the Notes of the aggregate amount required to be deposited in any General Sinking Fund shall not exceed 25% of the aggregate original principal amount of the Notes.

7.2 Withholding Tax


(a)	shall consult with the Trustee in order to determine the beneficial ownership of the Notes for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;


(b)	shall deduct and withhold the Required Amount from payments made or due under this Indenture;


(c)	shall remit the Required Amount to the relevant Governmental Authority within the time required by applicable law;


(d)	shall promptly forward to a Holder or the Trustee on behalf of a Holder a certified copy of the official receipt or other documentation satisfactory to the Trustee

evidencing the payment of the Required Amount to such Governmental Authority; and


(e)	shall not be responsible to increase or "gross up" any payment to any Holder or to the Trustee on behalf of any Holder and shall be entitled to reduce the amount of each such payment by the Required Amount and the payment made to any Holder or Trustee on behalf of any Holder shall be deemed to have been made in full.

ARTICLE 8

FOR BENEFIT OF THE NOTES

8.1 Benefit of Master Indenture

The Issuer and the Trustee confirm that all of the provisions of this Ninth Supplemental Indenture are for the benefit of the Holders of the Notes so long as any such Notes remain outstanding.

ARTICLE 9

ACCEPTANCE OF TRUST BY TRUSTEE

9.1 Acceptance of Trust

The Trustee hereby accepts the trusts in this Ninth Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 10

EXECUTION

10.1 Counterparts

This Ninth Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

10.2 Formal Date

For purposes of convenience, this Ninth Supplemental Indenture may be referred to as bearing a formal date of May 9, 2006 irrespective of the actual date of the execution thereof.

10.3 Acknowledgement

10.4 Governing Law

This Ninth Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

IN WITNESS WHEREOF the parties hereto have duly executed this Ninth Supplemental Indenture under their respective corporate seals and the hands of their proper officers in that behalf.



ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
By:	/s/ CHRISTOPHER J. LOMORE
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer
By:	/s/ DIMITRIOS LEONIDAS
	Name:	Dirnitrios Leonidas
	Title:	Executive Vice President, Chief Financial Officer



I/We have authority to bind the Issuer ALTA LINK MANAGEMENT LTD.
By:	/s/ CHRISTOPHER J. LOMORE
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer
By:	/s/ DIMITRIOS LEONIDAS
	Name:	Dirnitrios Leonidas
	Title:	Executive Vice President, Chief Financial Officer



BNY TRUST COMPANY OF CANADA
By:	/s/ PATRICIA BENJAMIN
	Name:	Patricia Benjamin
	Title:	Authorized Officer
By:
	Name:
	Title:

SCHEDULE A-I

FORM OF GLOBAL NOTE (FIXED RATE NOTE)

THIS NOTE IS A GLOBAL BOND WITHIN THE MEANING OF THE PRINCIPAL INDENTURE AND IS REGISTERED IN THE NAME OF CDS & CO. AS NOMINEE OF THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED ("CDS"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITIY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULL SINCE THE REGISTERED OWNER HEREOF, CDS & CO., HAS AN INTEREST HEREIN.

REGISTERED

ALTALINK,L.P.

MEDIUM- TERM NOTE SERIES_________

(Fixed Rate Note)



No. CFX			CUSIP No.

PRINCIPAL AMOUNT:	DENOMINATIONS (if other than Cdn. dollars or Cdn. dollar denominations of Cdn.$1,000):

ORIGINAL ISSUE DATE:	SPECIFIED CURRENCY:
		Canadian Dollars:
		[ ] Yes
		[ ] No
		Foreign Currency:
		Exchange Rate Agent:

STATED MATURITY:	INTEREST RATE:

INTEREST PAYMENT DATE(S):	PAYMENTS OF PRINCIPAL AND ANY PREMIUM AND INTEREST:
		[ ] Canadian Dollars
		[ ] Specified Currency

RECORD DATE(S):	DAY COUNT CONVENTION:
		[ ] 30/360 for the period
		from to
		[ ] Actual/360 for the period
		from to
		[ ] Actual/Actual for the period
		from to
		[ ] Other

OTHER PROVISION:	ADDENDUM ATTACHED:
		[ ] Yes
		[ ] No

ALTALINK, LP. (the "Issuer"), for value received, hereby promises to pay to, or registered assigns, the principal sum of (the "Principal Amount") on the Stated Maturity specified above (except to the extent redeemed or repaid prior to the Stated Maturity), and to pay interest thereon on the Interest Payment Dates specified above at the Interest Rate per annum specified above from the Original Issue Date to but excluding the date on which the principal hereof is paid or duly made available for payment. Reference herein to "this Note", "hereof', "herein" and comparable terms shall include an Addendum hereto if an Addendum is specified above.

This note is one of a duly authorized series of Medium-Term Notes (hereinafter called the "Notes") of the Issuer issued and to be issued under an amended and restated master trust indenture dated as of the 28" day of April, 2003 as amended or supplemented from time to time (herein called the "Indenture") between the Issuer and BNY Trust Company of Canada, (herein called the "Trustee" which term includes any additional successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered, all to the same effect as if the provision of the Indenture were herein set forth, to all of which provisions the Holder of this Note assents by acceptance hereof. The Notes are direct obligations of the Issuer secured in the manner provided for under the Indenture. The Notes will generally rank pari passu with all present and future indebtedness of the Issuer issued pursuant to the Indenture, subject to any Sinking Fund Reserves established for any series of bonds. This Note is one of the series of Notes designated above, to be issued from time to time at an aggregate initial offering price of up to $500,000,000.

All terms used in this Note which are defined in the Indenture shall, unless otherwise defined in this Note, have the meanings assigned to them in the Indenture.

Unless otherwise provided above or in an Addendum hereto, this Note is not subject to any sinking fund and is not redeemable at the option of the Issuer prior to the Stated Maturity.

The Issuer may at any time purchase Notes at any price or prices in the open market or otherwise. Notes so purchased by the Issuer may be held or resold or, at the discretion of the Issuer, may be surrendered to the Trustee for cancellation.

If so specified above or in an Addendum hereto, the Holder of this Note may, but only upon notice from the Issuer, convert all but not less than all of such Holder's Notes into an equal aggregate principal amount of a new series of notes issued by the Issuer. If given, such notice from the Issuer shall be given not less than 30 days nor more than 60 days prior to the date of conversion and in accordance with the provisions of the Indenture.

Any provisions contained or incorporated by reference herein with respect to the calculation of the interest rate applicable to this Note, its Interest Payment Dates, the Maturity Date or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified above.

If this Note is designated on the first page hereof under "Other Provisions" as an Amortizing Note or as an Extendible Note, certain additional provisions with respect to this Note will be specified above or in an Addendum hereto.

The Indenture contains provisions making binding upon all holders of Bonds (as defined in the Indenture and including the Notes) issued thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Bonds outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the security register of the Issuer, upon surrender of this Note for registration of transfer at the office or agency of the Trustee in the City of Toronto, duly endorsed or accompanied by a written instrument of transfer, in form satisfactory to the Issuer and the security registrar, duly executed by the Holder hereof or by its attorney duly authorized in writing, and thereupon one or more new Notes of this series of authorized denominations, and for the same aggregate principal amount and tenor, will be issued to the designated transferee or transferees.

Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

This Note shall be governed by and construed in accordance with the laws of the Province of Alberta.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.



Dated:		ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
		By:
			Name:
			Title:
		By:
			Name:
			Title:

			I/We have authority to bind the Issuer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series designated and referred to in the within-mentioned Indenture. BNY TRUST COMPANY OF CANADA, as Trustee
By:
	Authorized Signature

ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s). assign(s) and

transfer(s) unto _________________________________________________________________

______________________________________________________________________________

(Please print or typewrite assignee's name and address including postal code)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

______________________________________________________attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.



Dated:
	Signature of transferring registered Holder*

Signature of transferring registered Holder guaranteed by:**

Signature of Guarantor*

__________________________



*	NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.

**	Signature must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust issuer or by a medallion signature guarantee from a member of a recognized Medallion Signature Guarantee Program.

SCHEDULE A-II

FORM OF GLOBAL NOTE (FLOATING RATE NOTE)

THIS NOTE IS A GLOBAL BOND WITHIN THE MEANING OF THE PRINCIPAL INDENTURE ANO IS REGISTERED IN THE NAME OF CDS & CO. AS NOMINEE OF THE CANADIAN DEPOSITORY FOR SF.CURITIES LIMITED ("CDS"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO . OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS). ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CDS & CO HAS AN INTEREST HEREIN.

REGISTERED

ALTALINK, L.P.

MEDIUM-TERM NOTE SERIES _________

(Floating Rate Note)



No.CFLR		CUSIP No.

PRINCIPAL AMOUNT:	DENOMINATIONS (if other than Cdn. dollars or Cdn. dollar denominations of Cdn.$1.000):

ORIGINAL ISSUE DATE:	STATED MATURITY:

INTEREST PAYMENT PERIOD:	INTEREST PAYMENT DATES:

INTEREST RATE BASIS:	RECORD DATE(S):

INITIAL INTEREST RATE:	INTEREST RESET DATE(S):

INTEREST RESET PERIOD:	INTEREST DETERMINATION DATE(S):

OPTIONAL REPAYMENT DATE(S):

SPREAD (PLUS OR MINUS):	SPREAD MULTIPLIER:

PAYMENTOF PRINCIPAL AND ANY PREMIUM AND INTEREST:	SPECIFIED CURRENCY:
[ ] CanadianDollars	CanadianDollars:
[ ] Specified Currency
	[ ] No
	Foreign Currency:
	Exchange Rate Agent:

DESIGNATED LIBOR PAGE
[ ] LIBOR Telerate
[ ] LIBOR Reuters

INDEX MATURITY:	INDEX CURRENCY:

MAXIMUM INTEREST RATE:	MINIMUM INTEREST RATE:




CALCULATION DATE:			CALCULATIONAGENT:

			DAY COUNT CONVENTION:
			[ ] 30/360 for the period
			from to
			[ ] Actual/360 for the period
			from to
			[ ] Actual/Actual for the period
			from to
			[ ] Other
OTHER PROVISIONS:			ADDENDUM ATTACHED:
			[ ] Yes
			[ ] No

ALTALINK, L.P. (the "Issuer"), for value received, hereby promises to pay to, or registered assigns, the principal sum of (the "Principal Amount") on the Stated Maturity specified above (except to the extent redeemed or repaid prior to the Stated Maturity), and to pay interest thereon on the Interest Payment Dates specified above, at a rate per annum equal to the Initial Interest Rate specified above from the Original Issue Date to the first Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until but excluding the date on which the principal hereof is paid or duly made available for payment. Reference herein to "this Note", "hereof" "herein" and comparable terms shall include an Addendum hereto if an Addendum is specified above.

This note is one of a duly authorized series of Medium-Term Notes (hereinafter called the "Notes") of the Issuer issued and to be issued under an amended and restated master trust indenture dated as of the 28 ^th day of April, 2003 as amended or supplemented from time to time (herein called the "Indenture") between the Issuer and BNY Trust Company of Canada, (herein called th "'Trustee", which term includes any additional successor trustee under the Indenture with respect to the series of which this Note is a part) to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the Holders of this Note assents by acceptance hereof. The Notes are direct obligations of the Issuer secured in the manner provided for under the Indenture. The Notes will generally rank pari passu with all present and future indebtedness of the Issuer issued pursuant to the Indenture, subject to any Sinking Fund Reserves established for any series of bonds. This Note is one of the series of Notes designated above, to be issued from time to time at an aggregate initial offering price of up to $500,000,000.

All terms used in this Note which are defined in the Indenture shall, unless otherwise defined in this Note, have the meanings assigned to them in the Indenture.

Unless otherwise provided above or in an Addendum hereto, this Not is not subject to any sinking fund and is not redeemable at the option of the Issuer prior to the Stated Maturity.

The Indenture contains provisions making binding upon all holders of Bonds (as defined in the Indenture and including the Notes) issued thereunder resolutions passed at meetings

of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Bonds outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture.

Any provision contained or incorporated by reference herein with respect to the determination of an Interest Rate Basis, the calculation of the interest rate applicable to this Note, the Interest Payment Dates, the Maturity Date or any other variable term relating hereto may be modified as specified in an Addendum relating hereto if so specified above.

This Note shall be governed by and construed in accordance with the laws of the Province of Alberta.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.



Dated:		ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
		By:

		By:


			I/We have authority to bind the Issuer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series designated and referred to in the within-mentioned Indenture. BNY TRUST COMPANY OF CANADA, as Trustee
By:
	Authorized Signature

ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s). assign(s) and

transfer(s) unto _________________________________________________________________

______________________________________________________________________________

(Please print or typewrite assignee's name and address including postal code)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

______________________________________________________attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.



Dated:
	Signature of transferring registered Holder*

Signature of transferring registered Holder guaranteed by:**

Signature of Guarantor*

_____________________________________________________________________________________________



*	NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.

**	Signature must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust issuer or by a medallion signature guarantee from a member of a recognized Medallion Signature Guarantee Program.

SCHEDULE "B"

U.S. SECURITIES LEGEND

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT''), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF ALTALINK, LP.THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO ALTALINK,L.P., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN AND PROVINCIAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO ALTALINK, LP.MUST FIRST BE PROVIDED.

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF ALTALINK, LP.IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATIONS AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM BNY TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO BNY TRUST COMPANY OF CANADA AND ALTALINK, LP.AND, IF REQUIRED BY BNY TRUST COMPANY OF CANADA, AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO BNY TRUST COMPANY OF CANADA, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

SCHEDULE "C"

FORM OF DECLARATION FOR REMOVAL OF LEGEND



To:	BNY Trust Company of Canada as registrar and transfer agent for the Medium Term Notes of Altalink, L.P.
	1035 - 7 ^th Avenue S.W.
	6 ^th Floor
	Calgary AB T2P 3E9

The undersigned (a) acknowledges that the sale of the securities of Altalink. L.P.(the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities ACT of 1933. as amended (the "U.S. Securities Act") and (b) certifies that: (1) the undersigned is not an "affiliate" of the Corporation as that term is defined in Rule 405 under the U.S. Securities Act, (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on behalf of any of them has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulations S with fungible unrestricted securities, and (6) the contemplated sale is not a transaction or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.



Dated:



By:
Name:
Title:

EXHIBIT 4.102

ALTALINK, L.P.

CAPITAL MARKETS PLATFORM

TENTH

SUPPLEMENTAL

INDENTURE

TENTH SUPPLEMENTAL INDENTURE

Dated as of May 21, 2008

ALT ALINK, L.P.

TENTH SUPPLEMENTAL INDENTURE

THIS TENTH SUPPLEMENTAL INDENTURE dated as of the 21st day of May, 2008

BETWEEN:

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

(hereinafter called the " Issuer ")

- and-

ALTALINK MANAGEMENT LTD ., a company incorporated under the laws of the Province of Alberta,

(hereinafter called the " General Partner ")

OF THE FIRST PART

-and-

BNY TRUST COMPANY OF CANADA , a trust company incorporated under

the laws of Canada

(hereinafter called the " Trustee ")

OF THE SECOND PART

WHEREAS


(A)	by an amended and restated master trust indenture dated as of April 28, 2003 between the Issuer, the General Partner and the Trustee (the "Master Indenture") provision was made for the issuance and securing of Bonds of the Issuer in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;


(B)	the Issuer has issued eleven supplemental indentures pursuant to the Master Indenture;


(C)	the Issuer has duly authorized the creation and issue of Obligation Bonds, in the form of Medium-Term Notes (the "Notes"), pursuant to the provisions of the Master Indenture and this Supplemental Indenture;


(D)	the Issuer wishes to apply the net proceeds of the issue of Notes in accordance with the terms of Section 2 .11 hereof;

- 2 -


(E)	this supplemental indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Notes and to establish the terms, provisions and conditions thereof;


(F)	this supplemental indenture is hereinafter sometimes referred to as the "Tenth Supplemental Indenture"; and


(G)	the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and the sum of Ten Dollars ($10.00) now paid by each of the parties hereto to the other (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

This Tenth Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Tenth Supplemental Indenture, in which case the terms of thisTenth Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Tenth Supplemental Indenture shall henceforth have effect so far as practicable as if all of the provisions of the Master Indenture and this Tenth Supplemental Indenture were contained in one instrument. The expressions used in this Tenth Supplemental Indenture and in the Notes which are defined in the Master Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Tenth Supplemental Indenture to an Article, Section, Subsection, Paragraph or Schedule shall be interpreted as a reference to the stated Article, Section of or Schedule to, this Tenth Supplemental Indenture.

1.2 Definitions

For purposes of this Tenth Supplemental Indenture and the Recitals hereof, except as otherwise expressly provided or unless the context otherwise provides:


(a)	The definition of "Business Day" in section 1.1 of the Master Indenture IS replaced by the following definition:


(b)	The following additional words and phrases shall have the following meanings:

- 3 -

"Addendum" means an addendum attached to and forming part of a Note.

"Amortizing Note" means a Note with respect to which payments will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof.

"BA Rate", with respect to a Floating Rate Note, means the Interest Rate Basis calculated in accordance with paragraph 2.5(b)(x).

"BA Rate Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(x).

"Beneficial Owner" means any person holding a beneficial interest in a Note.

"Cdn. Prime Rate", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(xiii).

"Cdn. Prime Rate Interest Determination Date", with respect to a Floating Rate Note has the meaning specified in paragraph 2.5(b)(xiii) .

"CDS' means the CDS Clearing and Depository Services Inc. and its successors in interest.

"Certificated Notes" has the meaning specified in Section 2.3.

"Date Count Convention" means the convention for counting days specified in a Note for the purpose of computing interest payments for such note in accordance with Section 2.5.

"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified in a Floating Rate Note as the method for calculating LIBOR, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency or (b) if"LIBOR Telerate" is specified in a Floating Rate Note as the method for calculating LIBOR, or neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the display on the Bridge Telerate Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

- 4 -

"Fixed Rate Note" has the meaning specified in Section 2.3.

"Floating Rate Note" has the meaning specified in Section 2.3.

"Global Note" has the meaning specified in Section 2.3.

"Holder" means the Person in whose name a Note shall be registered.

"Index Maturity" means the maturity period designated in a Floating Rate Note, as the maturity period for deposits in the Index Currency used in the calculation of LIBOR.

"Initial Interest Rate", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(i).

"Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(viii).

"Interest Payment Date" means any Stated Maturity on an instalment of interest on a Bond, which shall, in the case of a Floating Rate Note, be the date specified in paragraph 2.5(b)(vii).

"Interest Reset Date", with respect to a Floating Rate Note, means the date upon which the interest rate on such Floating Rate Note is reset as determined m accordance with Subsection 2.5(b).

"Interest Reset Period", with respect to a Floating Rate Note, means the period from and including each Interest Reset Date with respect to such note to and including the day preceding the next subsequent Interest Reset Date with respect to such note, and the initial Interest Reset Period with respect to a Floating Rate Note is the period from the date of issue of such note to the day preceding the first Interest Reset Date for such note.

"LIBOR", with respect to a Floating Rate Note, means the Interest Rate Basis calculated in accordance with paragraph 2.5(b)(xi) .

"LIBOR Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(xi).

- 5 -

"London Business Day" means any day on which dealings in an Index Currency are transacted in the London interbank market.

"Maturity Date" has the meaning specified in paragraph 2.5(a)(i).

"Master Indenture" has the meaning specified in Recital (A) above.

"Notes" has the meaning specified in Recital (C) above.

"Paying Agent" has the meaning specified in Section 4.3.

"Pricing Supplement" has the meaning specified in Section 2 .1.

"Prospectus" has the meaning specified in Subsection 2.1.

"Qualified Institutional Buyer" or "QIB" shall have the meaning specified in Rule 144A under the U.S. Securities Act.

"Record Date" has the meaning specified in Section 4.2.

"Redemption Date" means, with respect to a Note to be redeemed, the date set forth for redemption of that Note in the relevant notice of redemption given pursuant to section 3 .18 of the Master Indenture.

"Redemption Price" means, with respect to a Note to be redeemed, the redemption price set forth in the applicable Pricing Supplement.

"Regulation S' means Regulation S under the U.S. Securities Act.

- 6 -

"Rule 144A" means Rule 144A under the U.S. Securities Act.

"U.S. Person" means a person who is a "U.S. person" as defined in Regulation S.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission.

"U.S. Securities Act Legend" means the legend set out in Schedule "B'', as the same may be amended from time to time by the Issuer in order to comply with applicable U.S. securities laws.

ARTICLE 2

MEDIUM-TERM NOTES

2.1 Issue of the Notes

The Issuer hereby creates and authorizes for immediate issue a Series of Bonds pursuant to the· Master Indenture and this Tenth Supplemental Indenture to be designated as "Medium-Term Notes" which shall be limited to an aggregate amount of $800,000,000.00 in lawful money of Canada. The aggregate amount of the Notes shall be calculated, in the case of interest bearing Notes, on the basis of the principal amount of such Notes issued, and in the case of non-interest

- 7 -

bearing Notes, on the basis of the gross proceeds received by the Issuer. The Notes shall be issued from time to time in one or more series or issues pursuant to the Issuer's short form base shelf prospectus dated May 16, 2008 or any prospectus filed with the securities regulatory authorities in replacement thereof (the "Prospectus") and the applicable pricing supplement (the "Pricing Supplement"), as amended and supplemented from time to time.

2.2 Terms of the Notes

The Notes shall have the following terms and conditions:

(a)


(b)	Maturity. Each Note shall mature on the date determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note, which date shall be more than one year from the date of issue, as specified in the Pricing Supplement for such Note.


(c)	Currency. Each Note shall be issued and payable in such currency as is determined by the Issuer at the time of issue as specified in the Pricing Supplement for such Note.


(d)	Denominations. The Notes shall be issued in denominations of $1 ,000 or more in Canadian currency or the equivalent thereof in other currencies at the time of issue or in such other denominations as are determined by the Issuer at the time of issue as specified in the Pricing Supplement for such Notes.

2.3 Form of the Notes

The Notes shall be issued from time to time in fully registered form and each series or issue of Notes shall be issued in the form of a global note (a "Global Note") except in the circumstances set forth in Subsections 2.8(a) and 2.8(c), in Section 3 .2 or unless the Issuer determines to issue such Notes in definitive form at the time of issue, in which case Notes will be issued in the form of definitive certificates (the "Certificated Notes") and in either case: (i) shall specify the applicable date of issue, rate of interest (including, in the case of a floating rate Note (a "Floating Rate Note"), the applicable Interest Rate Basis or Interest Rate Bases), date or dates on which interest shall be payable, maturity date, currency in which the Note is to be issued and in which interest, premium (if any) and principal shall be paid, and denomination; (ii) shall specify such other provisions as are to govern the Note, provided that they shall be consistent with those provisions set out in the Prospectus and the applicable Pricing Supplement; and (iii) shall be substantially in the form of Schedule A-I in the case of a fixed rate Note (a "Fixed Rate Note") or in the form of Schedule A-II in the case of a Floating Rate Note, in all cases with such appropriate additions and variations as shall be required and as are consistent with the provisions set out in the Prospectus and the applicable Pricing Supplement and shall bear such distinguishing letters and numbers as the Trustee shall approve, or in such other form or forms as

- 8 -

may, from time to time, be approved by the Issuer. Beneficial interests in a Global Note shall be represented through book-entry accounts, to be established and maintained by CDS for financial institutions acting on behalf of Beneficial Owners as direct and indirect participants in CDS. Global Notes and Certificated Notes shall be payable as to principal and interest thereon at the principal office in Toronto of the Paying Agent.

2.4 Certification and Delivery of Notes

2.5 Interest on the Notes


(a)	The following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note:

(i)

The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest

- 9 -

Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable.

(ii)

Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to such note due to the imposition of exchange controls·or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note.

(iii)

- 10 -

Count Convention specified therein is "Actual/ Actual" for the relevant period, or (iv) such other basis as may be specified in a Note.

(iv)

For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the nwnber of days in the year for which such calculation is made and divided by 360.


(b)	The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note:

(i)

A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum.


(ii)	Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum.


(iii)	The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date.

(iv)

- 11 -

June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

(v)

(vi)

(vii)

- 12 -

Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.


(viii)	The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent.

(ix)

(x)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rates of interest for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule I

- 13 -

Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date.

(xi)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", "LIBOR" will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Detennination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the If fewer than two such offered rates appear, or TARGET System is open. if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph.

(xii)

With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in the immediately preceding paragraph, the Calculation Agent will request the principal. London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation with the Issuer), to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in such note, to prime banks in the London interbank market at approximately 11 :00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. If at least two such quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic average of such quotations. If fewer than two quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11 :00 a.m., in the applicable Principal Financial Centre, on such LIBOR Interest Determination Date by three major banks in such Principal Financial Centre selected by the Calculation Agent (after consultation with the Issuer) for loans in the Index Currency

- 14 -

to leading European banks, having the Index Maturity designated in such note and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time.

(xiii)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as "Cdn. Prime Rate", the "Cdn. Prime Rate" shall be determined on the applicable Interest Determination Date (a "Cdn. Prime Rate Interest Determination Date") as the rate (expressed as an annual percentage rate based on a year of 365 or 366 days) determined by the Issuer to be the arithmetic average (rounded to the nearest one-hundred-thousandth of one per cent, with .000005 being rounded up) of the rates publicly quoted by the Schedule I Canadian chartered banks as base rates for determining interest rates on Canadian dollar prime rate loans in Canada prevailing at 10:00 a.m. (Toronto time) on the Cdn. Prime Rate Interest Determination Date.


(xiv)	At the request of the Holder of a Floating Rate Note, the Calculation Agent shall provide to such Holder the interest rate thereon then in effect and, if determined, the interest rate which shall become effective as of the next Interest Reset Date.

2.6 Conversion

2.7 Amortizing Notes and Extendible Notes


(a)	The Issuer may issue Amortizing Notes and shall set forth in such notes a table specifying repayment information with respect to such notes and any additional terms and conditions thereof.

(b)

2.8 U.S. Restrictions


(a)	The Notes issued in the United States or to a U.S. Person shall be issued as Certificated Notes in accordance with the provisions of Section 3 .4 .

- 15 -

(b)

(c)

2.9 Global Legends Certification

As required by section 3.4 of the Master Indenture, the Global Bond legend on any Global Note shall be as set out on the forms of Global Notes attached hereto as Schedules A-I and A-II and the Trustee's certificate of authentication shall be in the form annexed to those Schedules. The Global Notes shall not be lithographed or printed with steel engraved borders but shalI be typewritten.

2.10 Obligation Bonds

The Notes shall be Obligation Bonds.

2.11 Purposes of the Notes

The proceeds of the issue of the Notes shall be utilized by the Iss uer for the following purposes:


(a)	to pay the Costs of Issuance of the Notes;

- 16 -


(b)	to make payments of principal, interest and premiums, if any, on previously issued Notes or Bonds;


(c)	to fund the growth and expansion of its electrical transmission network in Alberta through capital development projects and acquisitions;


(d)	to repay bank indebtedness, if any, under the Issuer's credit facilities;


(e)	to repay outstanding commercial paper, if any;


(f)	to fund certain Funds (including any Sinking Funds) and Reserve Funds maintained by the Issuer pursuant to the Master Indenture and this Tenth Supplemental Indenture;


(g)	to fund other capital projects related to the operation and maintenance of the Business; and


(h)	for general business purposes.

ARTICLE 3

CERTIFICATED NOTES

3.1 Limitation on Certificated Notes

Except in the circumstances referred to in Section 2.3, owners of beneficial interests in any Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Notes and shall not be considered registered holders of Notes under this Tenth Supplemental Indenture or for the purposes of the Master Indenture. Neither the Issuer nor the Trustee shall have any responsibility or liability for maintaining, supervising or reviewing any records of CDS relating to beneficial interests in any Notes or for any aspect of the records of CDS relating to payments made by CDS on account of such beneficial interests.

3.2 Certificated Notes

3.3 Cancellation of a Global Note

Upon the exchange of a Global Note for Certificated Notes, the Trustee shall receive and cancel the Global Note, shall reduce to nil the holdings of CDS or its nominee, as applicable, on the register for the Notes represented by that Global Note, and shall authenticate Certificated Notes in an aggregate principal amount equal to and in exchange for the CDS participants' beneficial

- 17 -

interests in that Global Note as of the Record Date for such exchange, as directed in writing by CDS. On or after any such exchange, but only to the extent reasonably practicable in the circumstances, the Trustee shall make all payments in respect of such Certificated Notes to the registered holders thereof, notwithstanding such exchange occurred after the Record Date for any payment and prior to such payment date.

3.4 Issuance of Certificated Notes with U.S. Restrictions

(a)

Notes issued in exchange for a Global Note or to U.S. Persons pursuant to Subsections 2.8(a) and 2.8(c) shall be issued as Certificated Notes in authorized denominations, shall have the same benefits and be subject to the same terms and conditions as that Global Note (except insofar as such terms and conditions specifically relate to that Global Note), shall be registered in the names and denominations as the Issuer shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. The Certificated Notes shall be in substantially the form, mutatis mutandis, of the Global Note; except as provided in Section 3.4(b) and without the Global Note legend set out thereon. Unless otherwise determined by the Issuer, it shall not be necessary for any Certificated Notes to be lithographed or printed with steel engraved borders.

(b)


(c)	If a Certificated Note tendered for transfer bears the U.S. Securities Act Legend and the transferee is a U.S. Person or is in the United States, the Certificated Note issued to such transferee shall also bear the U.S. Securities Act Legend.


(d)	The Trustee shall maintain a list of all registered holders of Certificated Notes bearing the U.S. Securities Act Legend.

ARTICLE 4

OTHER MATTERS RELATING TO THE BONDS

4.1 No Notice of Trusts or Equities

- 18 -

4.2 Record Date

The record date ("Record Date") for purposes of payment of principal, interest, if any, and Redemption Price, if any, on the Notes is as of 5:00 p.m. (Toronto time) on the tenth (101h) Business Day preceding the Maturity Date, any Interest Payment Date or any Redemption Date, as applicable, for such Notes. Principal of, interest, if any, and Redemption Price, if any, on such Notes are payable to the Person registered in the register on the relevant Record Date as the holder of such Notes. The Trustee shall not be required to register any transfer or exchange of such Notes during the period from any Record Date to the corresponding payment date.

4.3 Paying Agent

The Paying Agent for the Notes shall be the Trustee at its principal office in Toronto.

ARTICLE 5

REDEMPTION

5.1 Election to Redeem; Notice to Trustee

If so specified in the Pricing Supplement, the Issuer may redeem, at its option, in whole or in part at any time, any Notes, in accordance with this Article 5 and sections 3.16 to 3.22 of the Master Indenture. If the Issuer elects to redeem less than all the Notes, the Issuer shall, at least thirty (30) days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee and CDS), notify the Trustee and CDS of such Redemption Date and of the principal amount of the Notes to be redeemed and shall deliver to the Trustee and CDS such documentation and records as shall enable the Trustee and CDS to select the Notes to be redeemed pursuant to Section 5.2.

5.2 Selection by Trustee of Notes to be Redeemed

If less than all the Notes are to be redeemed, the Notes to be redeemed shall be redeemed on a pro rata basis based on the principal amount of Notes held by each holder. The Trustee shall determine the Notes to be redeemed in accordance with section 3.17 of the Master Indenture and shall notify the Issuer in writing of the Notes to be redeemed as soon as practicable and, in the case of Notes which shall only be partially redeemed, the principal amount thereof to be redeemed. For all purposes of this Tenth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

5.3 Place of Redemption

The place where the Notes to be redeemed are to be surrendered for payment of the Redemption

Price shall be at the principal office in Toronto of the Paying Agent.

- 19 -

5.4 Applicable Provisions

Save as set out in this Article 5 to the contrary, the redemption of any Notes under this Tenth Supplemental Indenture shall be conducted in accordance with sections 3.16 to 3.22 of the Master Indenture.

ARTICLE 6

CONFIRMATION OF PRINCIPAL INDENTURE

6.1 Confirmation of Master Indenture

The Master Indenture, as supplemented by this Tenth Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 7

TAX COVENANTS

7.1 Limitation on General Sinking Fund Entitlement

Notwithstanding anything contained in the Master Indenture, until the earlier of (i) five (5) years after the date of issuance of the Notes and (ii) the date upon which the Notes cease to be outstanding the pro rata portion (determined pursuant to section 4.2(d) of the Master Indenture) of the Notes of the aggregate amount required to be deposited in any General Sinking Fund shall not exceed 25% of the aggregate original principal amount of the Notes .

7.2 Withholding Tax


(a)	shall consult with the Trustee in order to determine the beneficial ownership of the Notes for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;


(b)	shall deduct and withhold the Required Amount from payments made or due under this Indenture;


(c)	shall remit the Required Amount tothe relevant Governmental Authority within the time required by applicable law;


(d)	shall promptly forward to a Holder or the Trustee on behalf of a Holder a certified copy of the official receipt or other documentation satisfactory to the Trustee evidencing the payment of the Required Amount to such Governmental Authority; and


(e)	shall not be responsible to increase or "gross up" any payment to any Holder or to the Trustee on behalf of any Holder and shall be entitled to reduce the amount of

- 20 -

each such payment by the Required Amount and the payment made to any Holder or Trustee on behalf of any Holder shall be deemed to have been made in full.

ARTICLE 8

FOR BENEFIT OF THE NOTES

8.1 Benefit of Master Indenture

The Issuer and the Trustee confirm that all of the provisions of this Tenth Supplemental Indenture are for the benefit of the Holders of the Notes so long as any such Notes remain outstanding.

ARTICLE 9

ACCEPTANCE OF TRUST BY TRUSTEE

9.1 Acceptance of Trust

The Trustee hereby accepts the trusts in this Tenth Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 10

EXECUTION

10.1 Counterparts

This Tenth Supplemental Indenture may be simultaneously executed in several counterparts,

each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

10.2 Formal Date

For purposes of convenience, this Tenth Supplemental Indenture may be referred to as bearing a formal date of May 21, 2008 irrespective of the actual date of the execution thereof.

10.3 Acknowledgement

10.4 Governing Law

This Tenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein .

- 21 -

IN WITNESS WHEREOF the parties hereto have duly executed this Tenth Supplemental Indenture under their respective corporate seals and the hands of their proper officers in that behalf.



ALTALINK MANAGEMENT LTD., as
general partnerof ALTALINK, L.P.
By:	/s/ Joseph Bronneberg
	Name: Joseph Bronneberg

	Title: Executive Vice President, Chief
	Financial Officer

By:	/s/ Christopher J. Lomore
	Name: Christopher J. Lomore
	Title: Vice President, Treasurer



I/We have authorityto bind the Issuer
ALTALINK MANAGEMENT LTD.
By:	/s/ Joseph Bronneberg
	Name: Joseph Bronneberg

	Title: Executive Vice President, Chief
	Financial Officer

By:	/s/ Christopher J. Lomore
	Name: Christopher J. Lomore
	Title: Vice President, Treasurer



BNY TRUST COMPANY OF CANADA
By:	/s/ Patricia Benjamin
	Name: Patricia Benjamin

	Title: Authorized Officer

By:
	Name:
	Title:

SCHEDULE A-I

FORMOF GLOBAL NOTE (FIXED RATE NOTE)

THIS NOTE IS A GLOBAL BOND WITHIN THE MEANING OF THE PRINCIPAL INDENTURE AND IS REGISTERED IN THE NAME OF CDS & CO. AS NOMINEE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CDS & CO., HAS AN INTEREST HEREIN.

REGISTERED

ALTALINK, L.P.

MEDIUM-TERM NOTE SERIES

(Fixed Rate Note)



No.CFX______________		CUSIP No.__________

PRINCIPAL AMOUNT:		DENOMINATIONS (if other than Cdn. dollars or Cdn. dollar denominations of Cdn.$1,000):

ORIGINAL ISSUE DATE:		SPECIFIED CURRENCY: Canadian Dollars: [ ]Yes [ ]No Foreign Currency: Exchange Rate Agent:

STATED MATURITY:		INTEREST RATE:

INTEREST PAYMENT DATE(S):		PAYMENT OF PRINCIPAL AND ANY PREMIUM AND INTEREST: [ ] Canadian Dollars [ ] Specified Currency

RECORD DATE(S):		DAY COUNT CONVENTION: [ ] 30/360 for the period from to [ ] Actual/360 for the period from to [ ] Actual/Actual for the period from to [ ] Other

OTHER PROVISIONS		ADDENDUM ATTACHED: [ ] Yes [ ]No

ALTALINK, L.P. (the "Issuer"), for value received, hereby promises to pay to

This note is one of a duly authorized series of Medium-Term Notes (hereinafter called the "Notes") of the Issuer issued and to be issued under an amended and restated master trust indenture dated as of the 28 ^th day of April, 2003 as amended or supplemented from time to time (herein called the "Indenture") between the Issuer and BNY Trust Company of Canada, (herein called the "Trustee" which term includes any additional successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the tenns upon which the Notes are to be authenticated and delivered, all to the same effect as if the provision of the Indenture were herein set forth, to all of which provisions the Holder of this Note assents by acceptance hereof. The Notes are direct obligations of the Issuer secured in the manner provided for under the Indenture. The Notes will generally rank pari passu with all present and future indebtedness of the Issuer issued pursuant to the Indenture, subject to any Sinking Fund Reserves established for any series of bonds. This Note is one of the series of Notes designated above, to be issued from time to time at an aggregate initial offering price of up to $800,000,000.00.

All terms used in this Note which are defined in the Indenture shall, unless otherwise defined in this Note, have the meanings assigned to them in the Indenture.

Unless otherwise provided above or in an Addendum hereto, this Note is not subject to any sinking fund and is not redeemable at the option of the Issuer prior to the Stated Maturity.

This Note shall be governed by and construed in accordance with the laws of the

Province of Alberta.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.

Dated: ALTALINK MANAGEMENT LTD., as

general partner of ALTALINK, L.P.

By:____________________________________

TRUSTEE'S CERTIFICATE OF I/We have authority to bind the Issuer

AUTHENTICATION

This is one of the Notes of the series

designated and referred to in the within-

mentioned Indenture .

BNY TRUST COMPANY

OF CANADA, as Trustee

By:________________________________________

Authorized Signature

ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and

transfers unto____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(Please print or typewrite assignee's name and address including postal code)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

_______________________________________________________________________ attorney to transfer said Note

on the books of the Issuer with full power of substitution in the premises.

Dated: ________________________________

Signature of transferring registered

Holder*

Signature of transferring registered Holder guaranteed by:**

____________________________________

Signature of Guarantor*

_____________________


*	NOTICE: The signature of the registered Holder to

this assignment must correspond with the name as

written upon the face of the within instrument in

every particular, without alteration or enlargement or

any change whatsoever.


**	Signature must be guaranteed by an authorized officer

of a Canadian chartered bank or a major Canadian trust

company or by a medallion signature guarantee from a

member of a recognized Medallion Signature Guarantee Program .

SCHEDULE A-II

FORM OF GLOBAL NOTE (FLOATING RATE NOTE)

REGISTERED

ALTALINK, L.P.

MEDIUM-TERM NOTE SERIES

(Floating Rate Note)



No.CFLR______________		CUSIP No.__________

PRINCIPAL AMOUNT:		DENOMINATIONS (if other than Cdn. dollars or Cdn. dollar denominations of Cdn.$1,000):

ORIGINAL ISSUE DATE:		STATED MATURITY:

INTEREST PAYMENT PERIOD:		INTEREST PAYMENT DATES:

INTEREST RATE BASIS:		RECORD DATE(S):

INITIAL INTEREST RATE:		INTEREST RESET DATE(S):

INTEREST RESET PERIOD:		INTEREST DETERMINATION DATE(S):

OPTIONAL REPAYMENTDATE(S):

SPREAD (PLUS OR MINUS):		SPREAD MULTIPLIER:

PAYMENT OF PRINCIPAL AND ANY PREMIUM AND INTEREST:		SPECIFIED CURRENCY: Canadian Dollars:
[ ] Canadian Dollars		[ ]Yes
[ ] Specified Currency .		[ ]No
		Foreign Currency:
		Exchange Rate Agent:
DESIGNATED LIBOR PAGE
[ ] LIBOR Telerate
[ ] LIBOR Reuters

INDEX MATURITY:		INDEX CURRENCY: MAXIMUM

INTEREST RATE:		MINIMUM INTEREST RA TE:

CALCULATION DATE:		CALCULATION AGENT:

		DAY COUNT CONVENTION:
		[ ] 30/360 for the period
		from to
		[ ] Actual/360 for the period
		from to
		[ ] Actual/Actual for the period
		from to



OTHER PROVISIONS		[ ] Other
		ADDENDUM ATTACHED:
		[ ] Yes
		[ ]No

ALTALINK, L.P. (the "Issuer"), for value received, hereby promises to pay to

,or registered assigns, the principal sum of (the "Principal Amount") on the Stated Maturity specified above (except to the extent redeemed or repaid prior to the Stated Maturity), and to pay interest thereon on the Interest Payment Dates specified above, at a rate per annum equal to the Initial Interest Rate specified above from the Original Issue Date to the first Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until but excluding the date on which the principal hereof is paid or duly made available for payment. Reference herein to "this Note", "hereof' "herein" and comparable terms shall include an Addendum hereto if an Addendum is specified above.

This note is one of a duly authorized series of Medium-Term Notes (hereinafter called the "Notes") of the Issuer issued and to be issued under an amended and restated master trust indenture dated as of the 281h day of April, 2003 as amended or supplemented from time to time (herein called the "Indenture") between the Issuer and BNY Trust Company of Canada, (herein called the "Trustee", which term includes any additional successor trustee under the Indenture with respect to the series of which this Note is a part) to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the Holders of this Note assents by acceptance hereof. The Notes are direct obligations of the Issuer secured in the manner provided for under the Indenture. The Notes will generally rank pari passu with all present and future indebtedness of the Issuer issued pursuant to the Indenture, subject to any Sinking Fund Reserves established for any series of bonds. This Note is one of the series of Notes designated above, to be issued from time to time at an aggregate initial offering price of up to $800,000,000.00.

All terms used in this Note which are defined in the Indenture shall, unless otherwise defined in this Note, have the meanings assigned to them in the Indenture.

Unless otherwise provided above or in an Addendum hereto, this Note is not subject to any sinking fund and is not redeemable at the option of the Issuer prior to the Stated Maturity.

This Note shall be governed by and construed in accordance with the laws of the Province of Alberta.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.

Dated: ALTALINK MANAGEMENT LTD., as

general partner of ALTALINK, L.P.

By:____________________________________

TRUSTEE'S CERTIFICATE OF I/We have authority to bind the Issuer

AUTHENTICATION

This is one of the Notes of the series

designated and referred to in the within-

mentioned Indenture .

BNY TRUST COMPANY

OF CANADA, as Trustee

By:________________________________________

Authorized Signature

ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and

(Please print or typewrite assignee's name and address including postal code)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

_______________________________________________________________________ attorney to transfer said Note

on the books of the Issuer with full power of substitution in the premises.

Dated: ________________________________

Signature of transferring registered

Holder*

Signature of transferring registered Holder guaranteed by:**

____________________________________

Signature of Guarantor*

_____________________________________________________________________________________________


*	NOTICE: The signature of the registered Holder to

this assignment must correspond with the name as

written upon the face of the within instrument in

every particular, without alteration or enlargement or

any change whatsoever.


**	Signature must be guaranteed by an authorized officer

of a Canadian chartered bank or a major Canadian trust

company or by a medallion signature guarantee from a

member of a recognized Medallion Signature Guarantee Program .

SCHEDULE "B"

U.S. SECURITIES LEGEND

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF ALTALINK, L.P.THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO ALTALINK,L.P., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN AND PROVINCIAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE l44A UNDER THE SECURITIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITHAPPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO ALTALINK, LP.MUST FIRST BE PROVIDED.

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF ALTALINK, LP.IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATIONS AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM BNY TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO BNY TRUST COMPANY OF CANADA AND ALTALINK, LP.AND, IF REQUIRED BY BNY TRUST COMPANY OF CANADA, AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO BNY TRUST COMPANY OF CANADA, TO THE EFFECT THAT THE SALE OF Tf!"E SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT .

SCHEDULE "C"

FORM OF DECLARATION FOR REMOVAL OF LEGEND


To:	BNY Trust Company of Canada

as registrar and transfer agent

for the Medium Term Notes

of Altalink, L.P.

2611 - 3rd Avenue S.E.

Calgary AB T2A 7W7

The undersigned (a) acknowledges that the sale of the securities of Altalink, L.P.(the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that: (1) the undersigned is not an "affiliate" of the Corporation as that term is defined in Rule.405 under the U.S. Securities Act, (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on behalf of any of them has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off' the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulations S with fungible unrestricted securities, and (6) the contemplated sale is not a transaction or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.



Dated:__________		By: _____________________
		Name:
		Title:

EXHIBIT 4.103



	ALTALINK, L.P.

	CAPITAL MARKETS PLATFORM

	TWELFTH

	SUPPLEMENTAL

	INDENTURE

	TWELFTH SUPPLEMENTAL INDENTURE

	Dated as of August 18, 2010

ALTALINK, L.P.

TWELFTH SUPPLEMENTAL INDENTURE

THIS TWELFTH SUPPLEMENTAL INDENTURE dated as of the 18th day of August, 2010

BETWEEN:

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

(hereinafter called the " Issuer ")

- and-

ALTALINK MANAGEMENT LTD. , a company incorporated under the laws of the Province of Alberta,

(hereinafter called the " General Partner ")

OF THE FIRST PART

- and-

BNY TRUST COMPANY OF CANADA , a trust company incorporated under

the laws of Canada

(hereinafter called the " Trustee ")

OF THE SECOND PART

WHEREAS


(A)	by an amended and restated master trust indenture dated as of April 28, 2003 between the Issuer, the General Partner and the Trustee (the " Master Indenture ")provision was made for the issuance and securing of Bonds of the Issuer in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;


(B)	the Issuer has issued fourteen supplemental indentures pursuant to the Master Indenture;


(C)	the Issuer has duly authorized the creation and issue of Obligation Bonds, in the form of Medium Term Notes (the " Notes "), pursuant to the provisions of the Master Indenture and this Supplemental Indenture;


(D)	the Issuer wishes to apply the net proceeds of the issue of Notes in accordance with the terms of Section 2. l l hereof;

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(E)	this supplemental indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Notes and to establish the terms, provisions and conditions thereof;


(F)	this supplemental indenture is hereinafter sometimes referred to as the "Twelfth Supplemental Indenture"; and


(G)	the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORETHIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and the sum of Ten Dollars ($10.00) now paid by each of the parties .hereto to the other (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

This Twelfth Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Twelfth Supplemental Indenture, in which case the terms of this Twelfth Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Twelfth Supplemental Indenture shall henceforth have effect so far as practicable as if all of the provisions of the Master Indenture and this Twelfth Supplemental Indenture were contained in one instrument. The expressions used in this Twelfth Supplemental Indenture and in the Notes which are defined in the Master Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Twelfth Supplemental Indenture to an Article, Section, Subsection, Paragraph or Schedule shall be interpreted as a reference to the stated Article, Section of or Schedule to, this Twelfth Supplemental Indenture.

1.2 Definitions

For purposes of this Twelfth Supplemental Indenture and the Recitals hereof, except as otherwise expressly provided or unless the context otherwise provides:


(a)	The definition of "Business Day" in section l.l of the Master Indenture is replaced by the following definition:

" Business Day " means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or executive order to close in the city of Toronto, Ontario; provided, however, that, if an Interest Rate Basis specified in a Floating Rate Note is LIBOR, such day is also a London Business Day.


(b)	The following additional words and phrases shall have the following meanings:

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"Addendum" means an addendum attached to and forming part of a Note.

"Amortizing Note" means a Note with respect to which payments will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof.

"BA Rate", with respect to a Floating Rate Note, means the Interest Rate Basis calculated in accordance with paragraph 2.5(b)(x).

"BA Rate Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(x).

"Beneficial Owner" means any person holding a beneficial interest in a Note.

" Cdn , Prime Rate", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(xiii).

" Cdn , Prime Rate Interest Determination Date", with respect to a Floating Rate Note has the meaning specified in paragraph 2.5(b)(xiii) .

"CDS" means CDS Clearing and Depository Services Inc. and its successors in interest.

"Certificated Notes" has the meaning specified in Section 2.3.

"Date Count Convention" means the convention for counting days specified in a Note for the purpose of computing interest payments for such note in accordance with Section 2.5.

"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified in a Floating Rate Note as the method for calculating LIBOR, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency or (b) if "LIBOR Telerate" is specified in a Floating Rate Note as the method for calculating LIBOR, or neither "LIBOR Reuters" nor "LIBOR Telerate'' is so specified, the display on the Bridge Telerate Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

"Exchange Rate Agent" means the Exchange Rate Agent specified in a Note (or such successor thereto as is appointed by the Issuer) to make calculations relating to the conversion of amounts relating to such note from one currency to another, and ifno Exchange Rate Agent is so specified, the Trustee .

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"Fixed Rate Note" has the meaning specified in Section 2.3.

"Floating Rate Note" has the meaning specified in Section 2.3.

"Foreign Issuer" means a foreign issuer as such term is defined in Regulation S.

"Global Note" has the meaning specified in Section 2.3.

"Holder" means the Person in whose name a Note shall be registered.

"Index Maturity" means the maturity period designated in a Floating Rate Note, as the maturity period for deposits in the Index Currency used in the calculation of LIBOR.

"Initial Interest Rate", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(i) .

"Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(viii).

"Interest Payment Date" means any Stated Maturity on an instalment of interest on a Bond, which shall, in the case of a Floating Rate Note, be the date specified in paragraph 2.5(b)(vii).

"Interest Reset Date", with respect to a Floating Rate Note, means the date upon which the interest rate on such Floating Rate Note is reset as determined in accordance with Subsection 2.5(b).

"LIBOR", with respect to a Floating Rate Note, means the Interest Rate Basis calculated in accordance with paragraph 2.5(b)(xi).

- 5 -

"LIBOR Interest Determination Date", with respect to a Floating Rate Note, has the meaning specified in paragraph 2.S(b)(xi).

"London Business Day" means any day on which dealings in an Index Currency are transacted in the London interbank market.

"Maturity Date" has the meaning specified in paragraph 2.S(a)(i). "Master Indenture" has the meaning specified in Recital (A) above. "Notes" has the meaning specified in Recital (C) above.

"Paying Agent" has the meaning specified in Section 4.3 .

"Pricing Supplement" has the meaning specified in Section 2 .1.

"Prospectus" has the meaning specified in Subsection 2.1.

"Qualified Institutional Buyer" or "QIB" shall have the meaning specified in

Rule 144A under the U.S. Securities Act.

"Record Date" has the meaning specified in Section 4.2.

"Redemption Price" means, with respect to a Note to be redeemed the redemption price set forth in the applicable Pricing Supplement.

"Regulation S" means Regulation S under the U.S. Securities Act.

"Reuters CDOR Page" means the display designated as page "CDOR" on the

Reuters Monitor Money Rates Service (or such other page as may replace the·

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COOR page on that service for the purpose of displaying banker's acceptance rates of banks and investment dealers).

"Rule 144A" means Rule 144A under the U.S. Securities Act.

"Spread Multiplier", .with respect to a Floating Rate Note, means the percentage of the related Interest Rate Basis applicable to such Floating Rate Note by which such Interest Rate Basis will be multiplied to determine the applicable interest rate payable on such Floating Rate Note.

"Stated Maturity", when used with respect to any Note or any installment of interest thereon, means, in the case of principal, the date specified in such Note as the fixed date on which the principal of such Note is due and payable, which date shall, in the case of a Floating Rate Note, coincide with an Interest Payment Date or, in the case of interest, the date on which such instalment of interest is due and payable, which shall, in the case of a Floating Rate Note, be· on an Interest Payment Date.

"U.S. Person" means a person who is a "U.S. person" as defined in Regulation S.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission.

"U.S. Securities Act Legend" means the legend set out in Schedule "B", as the same may be amended from time to time by the Issuer in order to comply with applicable U.S. securities laws.

ARTICLE 2

MEDIUM-TERM NOTES

2.1 Issue of the Notes

The Issuer hereby creates and authorizes for immediate issue a Series of Bonds pursuant to the Master Indenture and this Twelfth Supplemental Indenture to be designated as "Medium-Term

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Notes" which shall be limited to an aggregate amount of $1,300,000,000.00 in lawful money of Canada. The aggregate amount of the Notes shall be calculated, in the case of interest bearing Notes, on the basis of the principal amount of such Notes issued, and in the case of non-interest bearing Notes, on the basis of the gross proceeds received by the Issuer. The Notes shall be issued from time to time in one or more series or issues pursuant to the Issuer's short form base shelf prospectus dated August 16, 20 IO or any prospectus filed with the securities regulatory authorities in replacement thereof (the " Prospectus ") and the applicable pricing supplement (the " Pricing Supplement "), as amended and supplemented from time to time.

2.2 Terms of the Notes

The Notes shall have the following terms and conditions:

(a)

Date and Interest. Each Note shall be dated as of the date of issue and shall bear interest, if any, from the date of issue at the rate (either fixed or floating) determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note. Interest, if any, shall be payable on the dates determined by the Issuer a the time of issue, as specified in the Pricing Supplement for such Note.


(b)	Maturity. Each Note shall mature on the date determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note, which date shall be more than one year from the date of issue, as specified in the Pricing Supplement for such Note.


(c)	Currency. Each Note shall be issued and payable in such currency as is determined by the Issuer at the time of issue as specified in the Pricing Supplement for such Note.


(d)	Denominations. The Notes shall be issued in denominations of $1,000 or more in Canadian currency or the equivalent thereof in other currencies at the time of issue or in such other denominations as are determined by the Issuer at the time of issue as specified in the Pricing Supplement for such Notes.

2.3 Form of the Notes

The Notes shall be issued from time to time in fully registered form and each series or issue- of Notes shall be issued in the form of a global note (a " Global Note ") except in the circumstances set forth in Subsections 2.8(a) and 2.8(c), in Section 3.2 or unless the Issuer determines to issue such Notes in definitive form at the time of issue, in which case Notes will be issued in the form of definitive certificates (the " Certificated Notes ") and in either case: (i) shall specify the applicable date of issue, rate of interest (including, in the case of a floating rate Note (a " Floating Rate Note "), the applicable Interest Rate Basis or Interest Rate Bases), date or dates on which interest shall be payable, maturity date, currency in which the Note is to be issued and in which interest, premium (if any) and principal shall be paid, and denomination; (ii) shall specify such other provisions as are to govern the Note, provided that they shall be consistent with those provisions set out in the Prospectus and the applicable Pricing Supplement; and (iii) shall be substantially in the form of Schedule A-I in the case of a fixed rate Note (a " Fixed Rate Note ") or in the form of Schedule A-II in the case of a Floating Rate Note, in all cases with such

- 8 -

appropriate additions and variations as shall be required and as are consistent with the provisions set out in the Prospectus and the applicable Pricing Supplement and shall bear such distinguishing letters and numbers as the Trustee shall approve, or in such other form or forms as may, from time to time, be approved by the Issuer. Beneficial interests in a Global Note shall be represented through book-entry accounts, to be established and maintained by CDS for financial institutions acting on behalf of Beneficial Owners as direct and indirect participants in CDS. Global Notes and Certificated Notes shall be payable as to principal and interest thereon at the principal office in Toronto of the Paying Agent.

2.4 Certification and Delivery of Notes

2.5 Interest on the Notes


(a)	The following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note:

(i)

The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Pate or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such

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payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable.

(ii)

Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium,if any, or interest with respect to such note due to the imposition of exchange controls or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note.


(iii)	Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count

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Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the Day Count Convention specified therein is "Actual/ Actual" for the relevant period, or (iv) such other basis as may be specified in a Note.

(iv)


(b)	The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note:

(i)

A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum.


(ii)	Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum.


(iii)	The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date.

(iv)

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(ii)

weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

(v)

(vi)

(vii)

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Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.


(viii)	The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent.

(ix)

All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g.. 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward).

(x)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rates of interest for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000.005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate

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Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule I Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date.

(xi)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", "LlBOR" will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11:00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the UBOR Interest Determination Date must occur on a day that the TARGET System is open. If fewer than two such offered rates appear, or if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph.

(xii)

With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in the immediately preceding paragraph, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation with the Issuer), to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in such note, to prime banks in the London interbank market at approximately 11 :00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. If at least two such quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic average of such quotations.If fewer than two quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11 :00 a.m., in the applicable Principal Financial Centre, on such LIBOR Interest Determination Date by three

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major banks in such Principal Financial Centre selected by the Calculation Agent (after consultation with the Issuer) for loans in the Index Currency to leading European banks, having the Index Maturity designated in such note and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time.

(xiii)

10:00 a.m. (Toronto time) on the Cdn. Prime Rate Interest Determination Date.


(xiv)	At the request of the Holder of a Floating Rate Note, the Calculation Agent shall provide to such Holder the interest rate thereon then in effect and, if determined, the interest rate which shall become effective as of the next Interest Reset Date.

2.6 Conversion

2.7 Amortizing Notes and Extendible Notes


(a)	The Issuer may issue Amortizing Notes and shall set forth in such notes a table specifying repayment information with respect to such notes and any additional terms and conditions thereof.

(b)

2.8 U.S. Restrictions


(a)	The Notes issued in the United States or to a U.S. Person 'shall be issued as Certificated Notes in accordance with the provisions of Section 3.4.

- 15 -

(b)

If, at any time, a holder of a Certificated Note bearing the U.S. Securities Act Legend wishes to transfer its interest to a Person required or permitted to take delivery thereof in the form of an interest in a Global Note, the Trustee will cancel the definitive certificate representing such Certificated Note, the Issuer shall execute and deliver to the Trustee for authorization and registration by it a replacement Global Note in a principal amount equal to the sum of (x) the principal amount of the relevant Global Note then deposited with CDS and (y) the principal amount of the cancelled Certificated Note. The Trustee shall exchange and deliver to CDS the replacement Global Note against surrender and delivery of the Global Note deposited with CDS immediately prior to the exchange and CDS will be instructed by the Trustee to make appropriate entries in the book entry accounts established and maintained by- CDS or its nominee for financial institutions acting as direct and indirect participants of CDS on behalf of Beneficial Owners to include the transferee of the Certificated Note. In no event may a person in the United States or a U.S. Person take an interest in the Global Note.

(c)

If, at any time, a person holding an interest in a Global Note wishes to transfer a Note to a U.S. Person or a person in the United States, the Issuer shall execute and deliver to the Trustee for authorization and registration a Certificated Note representing such Note bearing the U.S. Securities Act Legend and a replacement Global Note in a principal amount equal to the difference between (x) the principal amount of the relevant Global Note then deposited with CDS and (y) the principal amount of the Certificated Note to be issued to the U.S. Person or the person in the United States. The Trustee shall exchange and deliver to CDS the replacement Global Note against surrender and delivery of the relevant Global Note deposited with CDS immediately prior to the exchange and CDS will be instructed by the Trustee to make appropriate entries in the book entry accounts established and maintained by CDS or its nominee for financial institutions acting as direct and indirect participants of CDS on behalf of beneficial owners to record the transfer of the Note to the U.S. Person or the person in the United States.

2.9 Global Legends Certification

As required by section 3.4 of the Master Indenture, the Global Bond legend on any Global Note shall be as set out on the forms of Global Notes attached hereto as Schedules A-I and A-II and the Trustee's certificate of authentication shall be in the form annexed to those Schedules. The Global Notes shall not be lithographed or' printed with steel engraved borders but shall be typewritten.

2.10 Obligation Bonds

The Notes shall be Obligation Bonds.

2.11 Purposes of the Notes

The proceeds of the issue of the Notes shall be utilized by the Issuer for the following purposes:


(a)	to pay the Costs of lssuance of the Notes;

- 16 -


(b)	to make payments of principal, interest and premiums, if any, on previously issued Notes or Bonds;


(c)	to fund the growth and expansion of its electrical transmission network in Alberta through capital development projects and acquisitions;


(d)	to repay bank indebtedness, if any, under the Issuer's credit facilities;


(e)	to repay outstanding commercial paper, if any;


(t)	to fund certain Funds (including any Sinking Funds) and Reserve Funds maintained by the Issuer pursuant to the Master Indenture and this Twelfth Supplemental Indenture;


(g)	to fund other capital projects related to the operation and maintenance of the Business; and


(h)	for general business purposes.

ARTICLE 3

CERTIFICATED NOTES

3.1 Limitation on Certificated Notes

Except in the circumstances referred to in Section 2.3, owners of beneficial interests in any Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Notes and shall not be considered registered holders of Notes under this Twelfth Supplemental Indenture or for the purposes of the Master Indenture. Neither the Issuer nor the Trustee shall have any responsibility or liability for maintaining, supervising or reviewing any records of CDS relating to beneficial interests in any Notes or for any aspect of the records of CDS relating to payments made by CDS on account of such beneficial interests.

3.2 Certificated Notes

A Global Note is exchangeable, in whole but not in part, for Certificated Notes registered in the name of a Person other than CDS or its nominee.if: (i) CDS notifies the Issuer that it is unwilling or unable to continue as depository of that Global Note or ceases to be a recognized clearing agency under the Securities Act (Alberta) or other applicable Canadian securities legislation and a successor depository is not appointed by the Issuer within ninety (90) days after receiving such notice or becoming aware that CDS is no longer so recognized, or (ii) there shall occur and be continuing an Event of Default, or .(iii) the Issuer in its sole discretion determines to issue Certificated Notes in definitive form in exchange for a Global Note.

3.3 Cancellation of a Global Note

- 17 -

3.4 Issuance of Certificated Notes with U.S. Restrictions

(a)

Notes issued in exchange for a Global Note or to U.S. Persons or persons in the United States pursuant to Subsections 2.8(a) and 2.8(c) shall be issued as Certificated Notes in authorized denominations, shall have the same benefits and be subject to the same terms and conditions as that Global Note (except insofar as such terms and conditions specifically relate to that Global Note), shall be registered in the names and denominations as the Issuer shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. The Certificated Notes shall be in substantially the form, mutatis mutandis, of the Global Note, except as provided in Section 3.4(b) and without the Global Note legend set out thereon. Unless otherwise determined by the Issuer, it shall not be necessary for any Certificated Notes to be lithographed or printed with steel engraved borders.

(b)

Each Certificated Note originally issued to a U.S. Person or a person in the United States, as well as all certificates issued in exchange for or in substitution of the foregoing securities, will bear the U.S. Securities Act Legend; provided that, if any such securities are being sold outside the United States in accordance with Rule 904 of Regulation S and provided that the Issuer is a. Foreign Issuer at the time of sale, the legend may be removed by providing a declaration to the Trustee, as registrar and transfer agent, to the effect set forth in Schedule '"C" hereto (or in such other form as the Trustee may from time to time prescribe) and, provided further, that, if any Notes are being sold, or on the request of the holder at such time as the Notes may be sold without restriction, pursuant to Rule 144 under the U.S. Securities Act, such legend may be removed, provided that the Trustee has received a written opinion of U.S. counsel of recognized standing reasonably satisfactory to the Issuer to effect that, or such certification or other information that the Trustee may reasonably require to determine that, such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws in the United States of America.


( c)	Except as provided in Subsection 3.4(b), if a Certificated Note tendered for transfer bears the U.S. Securities Act Legend and the transferee is a U.S. Person or is a person in the United States, the Certificated Note issued to such transferee shall also bear the U.S. Securities Act Legend.


(d)	The Trustee shall maintain a list of all registered holders of Certificated Notes bearing the U.S. Securities Act Legend.

- 18 -

ARTICLE 4

OTHER MATTERS RELATING TO THE BONDS

4.1 No Notice of Trusts or Equities

4.2 Record Date

The record date ("Record Date") for purposes of payment of principal, interest, if any, and Redemption Price, if any, on the Notes is as of 5:00 p.m. (Toronto time) on the tenth (10 ^th ) Business Day preceding the Maturity Date, any Interest Payment Date or any Redemption Date, as applicable, for such Notes. Principal of, interest, if any, and Redemption Price, if any, on such Notes are payable to the Person registered in the register on the relevant Record Date as the holder of such Notes. The Trustee shall not be required to register any transfer or exchange of such Notes during the period from any Record Date to the corresponding payment date.

4.3 Paying Agent

The Paying Agent for the Notes shall be the Trustee at its principal office in Toronto .

ARTICLE 5

REDEMPTION

5.1 Election to Redeem; Notice to Trustee

If so specified in the Pricing Supplement, the Issuer may redeem, at its option, in whole or in part at any time, any Notes, in accordance with this Article 5 and sections 3 .16 to 3 .22 of the Master Indenture. If the Issuer elects to redeem less than all the Notes, the Issuer shall, at least thirty (30) days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee and CDS), notify the Trustee and CDS of such Redemption Date and of the principal amount of the Notes to be redeemed and shall deliver to the Trustee and CDS such documentation and records as shall enable the Trustee and CDS to select the Notes to be redeemed pursuant to Section 5.2.

5.2 Selection by Trustee of Notes to be Redeemed

If less than all the Notes are to be redeemed, the Notes to be redeemed shall be redeemed on a pro rata basis based on the principal amount of Notes held by each holder. The Trustee shall determine the Notes to be redeemed in accordance with section 3.17 of the Master Indenture and shall notify the Issuer in writing of the Notes to be redeemed as soon as practicable and, in the case of Notes which shall only be partially redeemed, the principal amount thereof to be redeemed. For all purposes of this Twelfth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

- 19 -

5.3 Place of Redemption

The place where the Notes to be redeemed are to be surrendered for payment of the Redemption Price shall be at the principal office in Toronto of the Paying Agent.

5.4 Applicable Provisions

Save as set out in this Article 5 to the contrary, the redemption of any Notes under this Twelfth Supplemental Indenture shall be conducted in accordance with sections 3.16 to 3.22 of the Master Indenture.

ARTICLE 6

CONFIRMATION OF PRINCIPAL INDENTURE

6.1 Confirmation of Master Indenture

The Master Indenture, as supplemented by this Twelfth Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 7

TAX COVENANTS

7.1 Withholding Tax


(a)	shall consult with the Trustee in order to determine the beneficial ownership of the Notes for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;


(b)	shall deduct and withhold the Required Amount from payments made or due under this Indenture;


(c)	shall remit the Required Amount to the relevant Governmental Authority within the time required by applicable Jaw;


(d)	shall promptly forward to a Holder or the Trustee on behalf of a Holder a certified copy of the official receipt or other documentation satisfactory to the Trustee evidencing the payment of the Required Amount to such Governmental Authority; and


(e)	shall not be responsible to increase or "gross up" any payment to any Holder or to the Trustee on behalf of any Holder and shall be entitled to reduce the amount of each such payment by the Required Amount and the payment made to any Holder or Trustee on behalf of any Holder shall be deemed to have been made in full .

- 20 -

ARTICLE 8

FOR BENEFIT OF THE NOTES

8.1 Benefit of Master Indenture

The Issuer and the Trustee confirm that all of the provisions of this Twelfth Supplemental Indenture are for the benefit of the Holders of the Notes so long as any such Notes remain outstanding.

ARTICLE 9

ACCEPTANCE OF TRUST BY TRUSTEE

9.1 Acceptance of Trust

The Trustee hereby accepts· the trusts in this Twelfth Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 10

EXECUTION

10.1 Counterparts

This Twelfth Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

10.2 Formal Date

For purposes of convenience, this Twelfth Supplemental Indenture may be referred to as bearing a formal date of August 18, 20 I 0 irrespective of the actual date of the execution thereof.

10.3 Acknowledgement

10.4 Governing Law

This Twelfth Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

- 21 -

IN WITNESS WHEREOF the parties hereto have duly executed this Twelfth Supplemental Indenture under their respective corporate seals and the hands of their proper officers in that behalf.



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

By:	/s/ Joseph Bronneberg
	Name:	Joseph Bronneberg
	Title:	Executive Vice President and Chief Financial Officer

By:	/s/ Chris Lomore
	Name:	Chris Lomore
	Title:	Vice President, Treasurer



I/We have authority to bind the Issuer
ALTALINK MANAGEMENT LTD.

By:	/s/ Joseph Bronneberg
	Name:	Joseph Bronneberg
	Title:	Executive Vice President and Chief Financial Officer

By:	/s/ Chris Lomore
	Name:	Chris Lomore
	Title:	Vice President, Treasurer



BNY TRUST COMPANY OF CANADA

By:	/s/ Patricia Benjamin
	Name:	Patricia Benjamin
	Title:	Authorized Officer

- 22 -

SCHEDULE A-1

FORM OF GLOBAL NOTE (FIXED RATE NOTE)

THIS NOTE IS A GLOBAL BOND WITHIN THE MEANING OF THE PRINCIPAL INDENTURE AND IS REGISTERED IN THE NAME OF CDS & CO. AS NOMINEE OF CDS CLEARING AND DEPOSITORY SERVICES INC. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO ALTALINK, LP. (THE "ISSUER") OR ITS AGENT FOR REGISTRATION 0F TRANSFER. EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. OR IN SUCH OTHER NMIE AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS). ANY TRANSFER. PLEDCE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF. CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

REGISTERED

ALTALlNK, L.P.

MEDIUM-TERM NOTE SERIES____________

(Fixed Rate Note)



PRINCIPAL AMOUNT:	DENOMINATIONS (if other than Cdn. dollars or Cdn. dollar denominations of Cdn. $1,000):

ORIGINAL ISSUE DATE:	SPECIFIED CURRENCY
		Canadian Dollars:
		[ ] Yes
		[ ] No
		Foreign Currency:
		Exchange Rate Agent:

STATED MATURITY:	INTEREST RATE:

INTEREST RATE PAYMENT DATE(S):	PAYMENTS OF PRINCIPAL AND ANY PREMIUM AND INTEREST
		[ ] Canadian Dollars
		[ ] Specified Currency

RECORD DATE(S):	DAY COUNT CONVENTION:
		[ ] 30/360 for the period
		from to
		[ ] Actual/360 for the period
		from to
		[ ] Actual/Actual for the period
		from to
		[ ] Other

OTHER PROVISIONS:	ADDENDUM ATTACHED:
		[ ] Yes
		[ ] No

- 2 -

ALTALINK, L.P. (the "Issuer"), for value received, hereby promises to pay to

, or registered assigns,

the principal sum of (the "Principal Amount") on the Stated Maturity specified above (except to the extent redeemed or repaid prior to the Stated Maturity), and to pay interest thereon on the Interest Payment Dates specified above at the Interest Rate per annum specified above from the Original Issue Date to but excluding the date on which the principal hereof is paid or duly made available for payment. Reference herein to "this Note", "hereof', "herein" and comparable terms shall include an Addendum hereto if an Addendum is specified above.

This note is one of a duly authorized series of Medium-Term Notes (hereinafter called the "Notes") of the Issuer issued and to be issued under an amended and restated master trust indenture dated as of the 281h day of April, 2003 as amended or supplemented from time to time (herein called the "Indenture") between the Issuer and BNY Trust Company of Canada, (herein called the "Trustee" which term includes any additional successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered, all to the same effect as if the provision of the Indenture were herein set forth, to all of which provisions the Holder of this Note assents by acceptance hereof. The Notes are direct obligations of the Issuer secured in the manner provided for under the Indenture. The Notes will generally rank pari passu with all present and future indebtedness of the Issuer issued pursuant to the Indenture, subject to any Sinking Fund Reserves established for any series of bonds. This Note is one of the series of Notes designated above, to be issued from time to time at an aggregate initial offering price of up to $1,300,000,000.00.

All terms used in this Note which are defined in the Indenture shall, unless otherwise defined in this Note, have the meanings assigned to them in the Indenture.

Unless otherwise provided above or in an Addendum hereto, this Note is not subject to any sinking fund and is not redeemable at the option of the Issuer prior to the Stated Maturity.

- 3 -

This Note shall be governed by and construed in accordance with the laws of the Province of Alberta.

- 4 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.



Dated:	ALTALINK MANAGMENT LTD., as
	general partner of ALTALINK, L.P.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

I/We have authority to bind the Issuer



TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated and referred to in the within-mentioned Indenture.
BNY TRUST COMPANY OF CANADA, as Trustee

By:
	Authorized Signature

ASSIGNMENT/TRANSFER FORM



FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto

(Please print or typewrite assignee's name and address including postal code)



the within Note and all rights thereunder, hereby irrevocably constituting and appointing
	attorney to transfer said Note
on the books of the Issuer with full power of substitution in the premises.



Dated:
		Signature of transferring registered Holder*



Signature of transferring registered Holder guaranteed by:**
		Signature of Guarantor



*	NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
**	Signature must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust issuer or by a medallion signature guarantee from a member of a recognized Medallion Signature Guarantee Program.

SCHEDULE A-II

FORM OF GLOBAL NOTE (FLOATING RATE NOTE)

REGISTERED

ALTALlNK, L.P.

MEDIUM-TERM NOTE SERIES____________

(Floating Rate Note)



No. CFLR___________________		CUSIP No._______________
PRINCIPAL AMOUNT:	DENOMINATIONS (if other than Cdn. dollars or Cdn. dollar denominations of Cdn. $1,000):

ORIGINAL ISSUE DATE:	STATED MATURITY:

INTEREST PAYMENT PERIOD:	INTEREST PAYMENT DATES:

INTEREST RATE BASIS:	DAY COUNT CONVENTION:

INITIAL INTEREST RATE:	INTEREST RESET DATE(S)

INTEREST RESET PERIOD:	INTEREST DETERMINATION DATE(S):

OPTIONAL REPAYMENT DATE(S):

SPREAD (PLUS OR MINUS):	SPREAD MULTIPLIER:

PAYMENT OF PRINCIPAL AND ANY PREMIUM AND INTEREST:	SPECIFIED CURRENCY: Canadian Dollars:
[ ] Canadian Dollars		[ ] Yes
[ ] Specified Currency		[ ] No
	Foreign Currency:
	Exchange Rate Agent:

DESIGNATED LIBOR PAGE
[ ] LIBOR Telerate
[ ] LIBOR Reuters

INDEX MATURITY:	INDEX CURRENCY

MAXIMUM INTEREST RATE:	MINIMUM INTEREST RATE:

CALCULATION DATE:	CALCULATION AGENT:

- 2 -



	DATE COUNT CONVENTION:
		[ ] 30/360 for the period
		from to
		[ ] Actual/360 for the period
		from to
		[ ] Actual/Actual for the period
		from to
		[ ] Other

OTHER PROVISIONS:	ADDENDUM ATTACHED:
		[ ] Yes
		[ ] No

- 3 -

ALTALINK, L.P. (the "Issuer"), for value received, hereby promises to pay to

, or registered assigns,

the principal sum of (the "Principal Amount") on the Stated Maturity specified above (except to the extent redeemed or repaid prior to the Stated Maturity}, and to pay interest thereon on the Interest Payment Dates specified above, at a rate per annum equal to the Initial Interest Rate specified above from the Original Issue Date to the first Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until but excluding the date on which the principal hereof is paid or duly made available for payment. Reference herein to "this Note", "hereof' "herein" and comparable terms shall include an Addendum hereto if an Addendum is specified above.

This note is one of a duly authorized series of Medium-Term Notes (hereinafter called the "Notes") of the Issuer issued and to be issued under an amended and restated master trust indenture dated as of the 281h day of April, 2003 as amended or supplemented from time to time (herein called the "Indenture") between the Issuer and BNY Trust Company of Canada, (herein called the "Trustee", which term includes any additional successor trustee under the Indenture with respect to the series of which this Note is a part) to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the Holders of this Note assents by acceptance hereof. The Notes are direct obligations of the Issuer secured in the manner provided for under the Indenture. The Notes will generally rank pari passu with all present and future indebtedness of the Issuer issued pursuant to the Indenture, subject to any Sinking Fund Reserves established for any series of bonds. This Note is one of the series of Notes designated above, to be issued from time to time at an aggregate initial offering price ofup to $1,300,000,000.00.

All terms used in this Note which are defined in the Indenture shall, unless otherwise defined in this Note, have the meanings assigned to them in the Indenture.

Unless otherwise provided above or in an Addendum hereto, this Note is not subject to any sinking fund and is not redeemable at the option of the Issuer prior to the Stated Maturity.

- 4 -

Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither.the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

This Note shall be governed by and construed in accordance with the laws of the Province of Alberta.

- 5 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.



Dated:	ALTALINK MANAGMENT LTD., as
	general partner of ALTALINK, L.P.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

I/We have authority to bind the Issuer



TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated and referred to in the within-mentioned Indenture.
BNY TRUST COMPANY OF CANADA, as Trustee

By:
	Authorized Signature

ASSIGNMENT/TRANSFER FORM



FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto

(Please print or typewrite assignee's name and address including postal code)



the within Note and all rights thereunder, hereby irrevocably constituting and appointing
	attorney to transfer said Note
on the books of the Issuer with full power of substitution in the premises.



Dated:
		Signature of transferring registered Holder*



Signature of transferring registered Holder guaranteed by:**
		Signature of Guarantor



*	NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
**	Signature must be guaranteed by an authorized officer of a Canadian chartered bank or a major Canadian trust issuer or by a medallion signature guarantee from a member of a recognized Medallion Signature Guarantee Program.

SCHEDULE "B"

U.S. SECURITIES LEGEND

THE NOTES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ALTALINK, L.P. ("ALTALINK") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO ALTALINK, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT (C) IN ACCORDANCE WITH (1) RULE l44A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, SUBJECT IN THE CASE OF (B) AND (C)(2) TO ALTALINK'S AND BNY TRUST COMPANY'S RIGHT , PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, OR (D) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OR STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE ''GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM BNY TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO BNY TRUST COMPANY OF CANADA AND ALT ALINK, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.

SCHEDULE "C"

FORM OF DECLARATION FOR REMOVAL OF LEGEND



To:		BNY Trust Company of Canada
		as registrar and transfer agent
		for the Medium Term Notes
		of Altalink, L.P.
		2611 - 3 ^rd Avenue S.E.
		Calgary AB T2A 7W7

The undersigned (a) acknowledges that the sale of the securities of Altalink, L.P.(the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the ·'U.S. Securities Act") and (b) certifies that: (1) the undersigned is not an "affiliate" of the Corporation as that term is defined in Rule 405 under the U.S. Securities Act, (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on behalf of any of them has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off' the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities, and (6) the contemplated sale is not a transaction or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated:___________________



By:
Name:
Title:

EXHIBIT 4.104

ALTALINK, L.P.

CAPITAL MARKETS PLATFORM

SIXTEENTH

SUPPLEMENTAL

INDENTURE

SIXTEENTH SUPPLEMENTAL INDENTURE

Dated as of November 15, 2012

CAL01: 1220115: v4CAL0l-#1220115-v4-Capital_Markets_Platform_-_Sixteenth_Supplemental_Debenture

ALTALINK, L.P.

SIXTEENTH SUPPLEMENTAL INDENTURE

THIS SIXTEENTH SUPPLEMENTAL INDENTURE dated as of the 15 ^th day of November, 2012

BETWEEN:

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

(hereinafter called the “ Issuer ”)

- and -

ALTALINK MANAGEMENT LTD. , a company incorporated under the laws of the Province of Alberta,

(hereinafter called the “ General Partner ”)

OF THE FIRST PART

- and -

BNY TRUST COMP ANY OF CANADA , a trust company incorporated under the laws of Canada

(hereinafter called the “ Trustee ”)

OF THE SECOND PART

WHEREAS


(A)	by an amended and restated master trust indenture dated as of April 28, 2003 between the Issuer, the General Partner and the Trustee (the “ Master Indenture ”) provision was made for the issuance and securing of Bonds of the Issuer in one or more Series, unlimited as to aggregate principal mount but issuable only upon the terms and subject to the conditions therein provided;


(B)	the Issuer has issued eighteen supplemental indentures pursuant to the Master Indenture;


(C)	the Issuer has duly authorized the creation and issue of Obligation Bonds, in the form of Medium-Term Notes (the “ Notes ”), pursuant to the provisions of the Master Indenture and this Supplemental Indenture;


(D)	the Issuer wishes to apply the net proceeds of the issue of Notes in accordance with the terms of Section 2.11 hereof;

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(E)	this supplemental indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Notes and to establish the terms, provisions and conditions thereof;


(F)	this supplemental indenture is hereinafter sometimes referred to as the “Sixteenth Supplemental Indenture”; and


(G)	the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

ARTICLE 1

INTERPRETATION


1.1	Interpretation

This Sixteenth Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Sixteenth Supplemental Indenture, in which case the terms of this Sixteenth Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Sixteenth Supplemental Indenture shall henceforth have effect so far as practicable as if all of the provisions of the Master Indenture and this Sixteenth Supplemental Indenture were contained in one instrument. The expressions used in this Sixteenth Supplemental Indenture and in the Notes which are defined in the Master Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Sixteenth Supplemental Indenture to an Article, Section, Subsection, Paragraph or Schedule shall be interpreted as a reference to the stated Article, Section of or Schedule to, this Sixteenth Supplemental Indenture.


1.2	Definitions

For purposes of this Sixteenth Supplemental Indenture and the Recitals hereof, except as otherwise expressly provided or unless the context otherwise provides:


(a)	The definition of “Business Day” in section 1.1 of the Master Indenture is replaced by the following definition:

“ Business Day ” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or executive order to close in the city of Toronto, Ontario; provided, however, that, if an Interest Rate Basis specified in a Floating Rate Note is LIBOR, such day is also a London Business Day .

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(b)	The following additional words and phrases shall have the following meanings:

“ Addendum ” means an addendum attached to and forming part of a Note.

“ Amortizing Note ” means a Note with respect to which payments will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof.

“ BA Rate ”, with respect to a Floating Rate Note, means the Interest Rate Basis calculated in accordance with paragraph 2.5(b)(x).

“ BA Rate Interest Determination Date ”, with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(x).

“ Beneficial Owner ” means any person holding a beneficial interest in a Note.

“ Calculation Agent ” means the Calculation Agent specified in a Floating Rate Note (or such successor thereto as is appointed by the Issuer) to make calculations relating to such note, and if no Calculation Agent is so specified, the Trustee.

“ Cdn. Prime Rate ”, with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(xiii).

“ Cdn, Prime Rate Interest Determination Date ”, with respect to a Floating Rate Note has the meaning specified in paragraph 2.5(b)(xiii). interest.

“ CDS ” means CDS Clearing and Depository Services Inc. and its successors in interest.

“ Certificated Notes ” has the meaning specified in Section 2.3.

“ Date Count Convention ” means the convention for counting days specified in a Note for the purpose of computing interest payments for such note in accordance with Section 2.5.

“ Designated LIBOR Page ” means either (a) if “LIBOR Reuters” is specified in a Floating Rate Note as the method for calculating LIBOR, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency or (b) if “LIBOR Telerate” is specified in a Floating Rate Note as the method for calculating LIBOR, or neither “LIBOR Reuters” nor “LIBOR Telerate” is so specified, the display on the Bridge Telerate Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

“ Exchange Rate Agent ” means the Exchange Rate Agent specified in a Note (or such successor thereto as is appointed by the Issuer) to make calculations relating to the conversion of amounts relating to such note from one currency to another, and if no Exchange Rate Agent is so specified, the Trustee.

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“ Extendible Note ” means a Note the maturity of which may be extended, either in whole or in part, at the option of the Issuer, for one or more periods up to but not beyond the Note’s final Maturity Date.

“ Fixed Rate Note ” has the meaning specified in Section 2.3.

“ Floating Rate Note ” has the meaning specified in Section 2.3.

“ Foreign Issuer ” means a foreign issuer as such term is defined in Regulation S.

“ Global Note ” has the meaning specified in Section 2.3.

“ Holder ” means the Person in whose name a Note shall be registered.

“ Index Currency ” means the currency (including currency units) designated in a Floating Rate Note as the currency for which LIBOR shall be calculated, and if no such currency is so designated, the Index Currency shall be Canadian dollars.

“ Index Maturity ” means the maturity period designated in a Floating Rate Note, as the maturity period for deposits in the Index Currency used in the calculation of LIBOR.

“ Initial Interest Rate ”, with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(i).

“ Interest Determination Date ”, with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(viii).

“ Interest Payment Date ” means any Stated Maturity on an instalment of interest on a Bond, which shall, in the case of a Floating Rate Note, be the date specified in paragraph 2.5(b)(vii).

“ Interest Rate Basis ” or “ Interest Rate Bases ”, with respect to a Floating Rate Note, means the basis or bases upon which the interest rate on such Floating Rate Note is calculated as determined in accordance with Subsection 2.5(b).

“ Interest Reset Date ”, with respect to a Floating Rate Note, means the date upon which the interest rate on such Floating Rate Note is reset as determined in accordance with Subsection 2.5(b).

“ Interest Reset Period ”, with respect to a Floating Rate Note, means the period from and including each Interest Reset Date with respect to such note to and including the day preceding the next subsequent Interest Reset Date with respect to such note, and the initial Interest Reset Period with respect to a Floating Rate Note is the period from the date of issue of such note to the day preceding the first Interest Reset Date for such note.

“ LIBOR ”, with respect to a Floating Rate Note, means the Interest Rate Basis calculated in accordance with paragraph 2.5(b)(xi).

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“ LIBOR Interest Determination Date ”, with respect to a Floating Rate Note, has the meaning specified in paragraph 2.5(b)(xi).

“ London Business Day ” means any day on which dealings in an Index Currency are transacted in the London interbank market.

“ Market Exchange Rate ”, with respect to payments made in Canadian dollars, for a Specified Currency other than Canadian dollars, means the noon dollar buying rate announced by the Bank of Canada for such Specified Currency.

“ Maturity Date ” has the meaning specified in paragraph 2.5(a)(i).

“ Master Indenture ”has the meaning specified in Recital (A) above.

“ Notes ” has the meaning specified in Recital (C) above.

“ Original Issue Date ” in respect of a Note means the date on which the Note is originally issued, unless the Note is issued in replacement of another Note (the “ old Note ”), on a transfer, exchange or otherwise, in which case it shall mean the date on which the old Note was issued.

“ Paying Agent ” has the meaning specified in Section 4.3.

“ Pricing Supplement ” has the meaning specified in Section 2.1.

“ Principal Financial Centre ” means the capital of the country of the Index Currency, except that: (i) with respect to United States dollars and Swiss francs, the Principal Financial Centre shall be the city of New York and Zurich, respectively, and (ii) with respect to the Euro, the Principal Financial Centre shall be the capital city of one of the member countries of the European Union as chosen by the Calculation Agent (after consultation with the Issuer).

“ Prospectus ” has the meaning specified in Subsection 2.1.

“ Qualified Institutional Buyer ” or “ QIB ” shall have the meaning specified in Rule 144A under the U.S. Securities Act.

“ Record Date ” has the meaning specified in Section 4.2.

“ Redemption Date ” means, with respect to a Note to be redeemed, the date set· forth for redemption of that Note in the relevant notice of redemption given pursuant to section 3.18 of the Master Indenture.

“ Redemption Price ” means, with respect to a Note to be redeemed, the redemption price set forth in the applicable Pricing Supplement.

“ Regulation S ” means Regulation S under the U.S. Securities Act.

“ Reuters CDOR Page ” means the display designated as page “CDOR” on the Reuters Monitor Money Rates Service (or such other page as may replace the

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CDOR page on that service for the purpose of displaying banker’s acceptance rates of banks and investment dealers).

“ Rule 144A ” means Rule 144A under the U.S. Securities Act.

“ Specified Currency ” means the currency specified in a Note for issuance thereof and for payment of principal, premium, if any, and/or interest, and if no such currency is specified, Canadian dollars.

“ Spread ”, with respect to a Floating Rate Note, means the number of basis points to be added to or subtracted from the related Interest Rate Basis or Interest Rate Bases applicable to such Floating Rate Note.

“ Spread Multiplier ”, with respect to a Floating Rate Note, means the percentage of the related Interest Rate Basis applicable to such Floating Rate Note by which such Interest Rate Basis will be multiplied to determine the applicable interest rate payable on such Floating Rate Note.

“ Stated Maturity ”, when used with respect to any Note or any instalment of interest thereon, means, in the case of principal, the date specified in such Note as the fixed date on which the principal of such Note is due and payable, which date shall, in the case of a Floating Rate Note, coincide with an Interest Payment Date or, in the case of interest, the date on which such instalment of interest is due and payable, which shall, in the case of a Floating Rate Note, be on an Interest Payment Date.

“ TARGET System ” means the Trans-European Automated Real-Time Gross Settlement Express Transfer system that links Euro-denominated real-time gross settlement systems in the European Union and the European Central Bank payment mechanism, to provide a European Union-wide real-time gross settlement system.

“ U.S. Person ” means a person who is a “U.S. person” as defined in Regulation S.

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission.

“ U.S. Securities Act Legend ” means the legend set out in Schedule “B’’, as the same may be amended from time to time by the Issuer in order to comply with applicable U.S. securities laws.

ARTICLE 2

MEDIUM-TERMNOTES


2.1	Issue of the Notes

The Issuer hereby creates and authorizes for immediate issue a Series of Bonds pursuant to the Master Indenture and this Sixteenth Supplemental Indenture to be designated as “Medium-Term

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Notes” which shall be limited to an aggregate amount of $2,500,000,000.00 in lawful money of Canada. The aggregate amount of the Notes shall be calculated, in the case of interest bearing Notes, on the basis of the principal amount of such Notes issued, and in the.case of non-interest bearing Notes, on the basis of the gross proceeds received by the Issuer. The Notes shall be issued from time to time in one or more series or issues pursuant to the Issuer’s short form base shelf prospectus dated November 9, 2012 or any prospectus filed with the securities regulatory authorities in replacement thereof (the “ Prospectus ”) and the applicable pricing supplement (the “ Pricing Supplement ”), as amended and supplemented from time to time.


2.2	Terms of the Notes

The Notes shall have the following terms and conditions:

(a)

Date and Interest. Each Note shall be dated as of the date of issue and shall bear interest, if any, from the date of issue at the rate (either fixed ·or floating) determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note. Interest, if any, shall be payable on the dates determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note.


(b)	Maturity. Each Note shall mature on the date determined by the Issuer at the time of issue, as specified in the Pricing Supplement for such Note, which date shall be more than one year from the date of issue, as specified in the Pricing Supplement for such Note.


(c)	Currency. Each Note shall be issued and payable in such currency as is determined by the Issuer at the time of issue as specified in the Pricing Supplement for such Note.


(d)	Denominations. The Notes shall be issued in denominations of $1,000 or more in Canadian currency or the equivalent thereof in other currencies at the time of issue or in such other denominations as are determined by the Issuer at the time of issue as specified in the Pricing Supplement for such Notes.


2.3	Form of the Notes

The Notes shall be issued from time to time in fully registered form and each series or issue of Notes shall be issued in the form of a global note (a “ Global Note ”) except in the circumstances set forth in Subsections 2.8(a) and 2.8(c), in Section 3.2 or unless the Issuer determines to issue such Notes in definitive form at the time of issue, in which case Notes will be issued in the form of definitive certificates (the “ Certificated Notes ”) and in either case: (i) shall specify the applicable date of issue, rate of interest (including, in the case of a floating rate Note (a “ Floating Rate Note ”), the applicable Interest Rate Basis or Interest Rate Bases), date or dates on which interest shall be payable, maturity date, currency in which the Note is to be issued and in which interest, premium (if any) and principal shall be paid, and denomination; (ii) shall specify such other provisions as are to govern the Note, provided that they shall be consistent with those provisions set out in the Prospectus and the applicable Pricing Supplement; and (iii) shall be substantially in the form of Schedule A-I in the case of a fixed rate Note (a “ Fixed Rate Note ”) or in the form of Schedule A-II in the case of a Floating Rate Note, in all cases with such

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2.4	Certification and Delivery of Notes


2.5	Interest on the Notes


(a)	The following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note:

(i)

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(ii)


(iii)	Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is “30/360” for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count

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Convention specified therein is “Actual/360” for the relevant period, (iii) the actual number of days in the related year and month if the Day Count Convention specified therein is “Actual/ Actual” for the relevant period, or (iv) such other basis as may be specified in a Note.

(iv)

For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than “Actual/ Actual” is the rate of interest payable with respect to the Note multiplied by the number of days in the year for which such calculation is made and divided by 360.


(b)	The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note:

(i)

A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the “Initial Interest Rate”). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum.


(ii)	Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum.


(iii)	The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date.

(iv)

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(ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

(v)

(vi)

(vii)

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(viii)	The “Interest Determination Date” with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the “Interest Determination Date” with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent.

(ix)

(x)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as the “BA Rate”, the “BA Rate” shall be determined on the applicable Interest Determination Date (the “BA Rate Interest Determination Date”) as the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rates of interest for Canadian dollar bankers’ acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers’ acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate

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(xi)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as “LIBOR”, “LIBOR” will be determined on the applicable Interest Determination Date (a “LIBOR Interest Determination Date”), on the basis of either: (i) if “LIBOR Reuters” is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date, if at Least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if “LIBOR Telerate” is specified in such note as the method for calculating LIBOR or if neither “LIBOR Reuters” nor “LIBOR Telerate” is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the TARGET System is open. If fewer than two such offered rates appear, or if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph.

(xii)

With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in the immediately preceding paragraph, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation with the Issuer), to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in such note, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. If at least two such quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic average of such quotations. If fewer than two quotations are provided, LIBOR determined on such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11 :00 a.m., in the applicable Principal Financial Centre, on such LIBOR Interest Determination Date by three

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(xiii)

If an Interest Rate Basis for a Floating Rate Note is specified in such note as “Cdn. Prime Rate”, the “Cdn. Prime Rate” shall be determined on the applicable Interest Determination Date (a “ Cdn, Prime Rate Interest Determination Date ”) as the rate (expressed as an annual percentage rate based on a year of 365 or 366 days) determined by the Issuer to be the arithmetic average (rounded to the nearest one-hundred-thousandth of one percent, with .000005 being rounded up) of the rates publicly quoted by the Schedule I Canadian chartered banks as base rates for determining interest rates on Canadian dollar prime rate loans in Canada prevailing at 10:00 a.m. (Toronto time) on the Cdn. Prime Rate Interest Determination Date.


(xiv)	At the request of the Holder of a Floating Rate Note, the Calculation Agent shall provide to such Holder the interest rate thereon then in effect and, if determined, the interest rate which shall become effective as of the next Interest Reset Date .


2.6	Conversion

If so determined by the Issuer at the time of issue, the Holder of a Note may, but only upon notice from the Issuer, convert all but not less than all of such Holder’s notes into an equal aggregate principal amount of a new Series of Notes issued by the Issuer. If given, such notice from the Issuer shall be given not less than 30 days nor more than 60 days prior to the date of conversion.


2.7	Amortizing Notes and Extendible Notes


(a)	The Issuer may issue Amortizing Notes and shall set forth in such notes a table specifying repayment information with respect to such notes and any additional terms and conditions thereof.

(b)

The Issuer may issue Extendible Notes and shall set forth in such notes the specific terms of the extension of such notes, including without limitation the date or dates on which the Issuer’s option to extend can be exercised and whether the option can be exercised with respect to some but not all of the outstanding principal balance of such notes, and any additional terms and conditions thereof, including without limitation the specific terms and conditions upon which the maturity of such notes may be extended.


2.8	U.S. Restrictions


(a)	The Notes issued in the United States shall be issued as Certificated Notes in accordance with the provisions of Section 3.4.

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(b)

(c)

If, at any time, a person holding an interest in a Global Note wishes to transfer a Note to a person in the United States who is required to comply with resale restrictions imposed under the U.S. Securities Act, the Issuer shall execute and deliver to the Trustee for authorization and registration a Certificated Note representing such Note bearing the U.S. Securities Act Legend and a replacement Global Note in a principal amount equal to the difference between (x) the principal amount of the relevant Global Note then deposited with CDS and (y) the principal amount of the Certificated Note to be issued to the person in the United States. The Trustee shall exchange and deliver to CDS the replacement Global Note against surrender and delivery of the relevant Global Note deposited with CDS immediately prior to the exchange and CDS will be instructed by the Trustee to make appropriate entries in the book entry accounts established and maintained by CDS or its nominee for financial institutions acting as direct and indirect participants of CDS on behalf of beneficial owners to record the transfer of the Note to the person in the United States.


2.9	Global Legends Certification

As required by section 3.4 of the Master Indenture, the Global Bond legend on any Global Note shall be as set out on the forms of Global Notes attached hereto as Schedules A-I and A-II and the Trustee’s certificate of authentication shall be in the form annexed to those Schedules. The Global Notes shall not be lithographed or printed with steel engraved borders but shall be typewritten.


2.10	Obligation Bonds

The Notes shall be Obligation Bonds.


2.11	Purposes of the Notes

The proceeds of the issue of the Notes shall be utilized by the Issuer for the following purposes:


(a)	to pay the Costs of lssuance of the Notes;

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(b)	to make payments of principal, interest and premiums, if any, on previously issued Notes or Bonds;


(c)	to fund the growth and expansion of its electrical transmission network in Alberta through capital development projects and acquisitions;


(d)	to repay bank indebtedness, if any, under the Issuer’s credit facilities;


(e)	to repay outstanding commercial paper, if any;


(f)	to fund certain Funds (including any Sinking Funds) and Reserve Funds maintained by the Issuer pursuant to the Master Indenture and this Sixteenth Supplemental Indenture;


(g)	to fund other capital projects related to the operation and maintenance of the Business; and


(h)	for general business purposes.

ARTICLE 3

CERTIFICATED NOTES


3.1	Limitation on Certificated Notes

Except in the circumstances referred to in Section 2.3 and Section 2.8, owners of beneficial interests in any Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Notes and shall not be considered registered holders of Notes under this Sixteenth Supplemental Indenture or for the purposes of the Master Indenture. Neither the Issuer nor the Trustee shall have any responsibility or liability for maintaining, supervising or reviewing any records of CDS relating to beneficial interests in any Notes or for any aspect of the records of CDS relating to payments made by CDS on account of such beneficial interests.


3.2	Certificated Notes


3.3	Cancellation of a Global Note

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in an aggregate principal amount equal to and in exchange for the CDS participants’ beneficial interests in that Global Note as of the Record Date for such exchange, as directed in writing by CDS. On or after any such exchange, but only to the extent reasonably practicable in the circumstances, the Trustee shall make all payments in respect of such Certificated Notes to the registered holders thereof, notwithstanding such exchange occurred after the Record Date for any payment and prior to such payment date.


3.4	Issuance of Certificated Notes with U.S. Restrictions

(a)

Notes issued in exchange for a Global Note or to persons in the United States pursuant to Subsections 2.8(a) and 2.8(c) shall be issued as Certificated Notes in authorized denominations, shall have the same benefits and be subject to the same terms and conditions as that Global Note (except insofar as such terms and conditions specifically relate to that Global Note), shall be registered in the names and denominations as the Issuer shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. The Certificated Notes shall be in substantially the form, mutatis mutandis, of the Global Note, except as provided in Section 3.4(b) and without the Global Note legend set out thereon. Unless otherwise determined by the Issuer, it shall not be necessary for any Certificated Notes to be lithographed or printed with steel engraved borders.

(b)

Each Certificated Note originally issued to a person in the United States, as well as all certificates issued in exchange for or in substitution of the foregoing securities, will bear the U.S. Securities Act Legend; provided that, if any such securities are being sold outside the United States in accordance with Rule 904 of Regulation S and provided that the Issuer is a Foreign Issuer at the time of sale, the legend may be removed by providing a declaration to the Trustee, as registrar and transfer agent, to the effect set forth in Schedule “C” hereto (or in such other form as the Trustee may from time to time prescribe) and, provided further, that, if any Notes are being sold, or on the request of the holder at such time as the Notes may be sold without restriction, pursuant to Rule 144 under the U.S. Securities Act, such legend may be removed, provided that the Trustee has received a written opinion of U.S. counsel of recognized standing reasonably satisfactory to the Issuer to effect that, or such certification or other information that the Trustee may reasonably require to determine that, such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws in the United States of America.


(c)	Except as provided in Subsection 3.4(b), if a Certificated Note tendered for transfer bears the U.S. Securities Act Legend and the transferee is a person in the United States, the Certificated Note issued to such transferee shall also bear the U.S. Securities Act Legend.


(d)	The Trustee shall maintain a list of all registered holders of Certificated Notes bearing the U.S. Securities Act Legend.

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ARTICLE 4

OTHER MATTERS RELATING TO THE BONDS


4.1	No Notice of Trusts or Equities


4.2	Record Date

The record date (“ Record Date ”) for purposes of payment of principal, interest, if any, and Redemption Price, if any, on the Notes is as of 5:00 p.m. (Toronto time) on the tenth (10 ^th ) Business Day preceding the Maturity Date, any Interest Payment Date or any Redemption Date, as applicable, for such Notes. Principal of, interest, if any, and Redemption Price, if any, on such Notes are payable to the Person registered in the register on the relevant Record Date as the holder of such Notes. The Trustee shall not be required to register any transfer or exchange of such Notes during the period from any Record Date to the corresponding payment date.


4.3	Paying Agent

The Paying Agent for the Notes shall be the Trustee at its principal office in Toronto.

ARTICLE 5

REDEMPTION


5.1	Election to Redeem; Notice to Trustee


5.2	Selection by Trustee of Notes to be Redeemed

If less than all the Notes are to be redeemed, the Notes to be redeemed shall be redeemed on a pro rata basis based on the principal amount of Notes held by each holder. The Trustee shall determine the Notes to be redeemed in accordance with section 3.17 of the Master Indenture and shall notify the Issuer in writing of the Notes to be redeemed as soon as practicable and, in the case of Notes which shall only be partially redeemed, the principal amount thereof to be redeemed. For all purposes of this Sixteenth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

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5.3	Place of Redemption

The place where the Notes to be redeemed are to be surrendered for payment of the Redemption Price shall be at the principal office in Toronto of the Paying Agent.


5.4	Applicable Provisions

Save as set out in this Article 5 to the contrary, the redemption of any Notes under this Sixteenth Supplemental Indenture shall be conducted in accordance with sections 3.16 to 3.22 of the Master Indenture.

ARTICLE 6

CONFIRMATION OF PRINCIPAL INDENTURE


6.1	Confirmation of Master Indenture

The Master Indenture, as supplemented by this Sixteenth Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 7

TAX COVENANTS


7.1	Withholding Tax


(a)	shall consult with the Trustee in order to determine the beneficial ownership of the Notes for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;


(b)	shall deduct and withhold the Required Amount from payments made or due under this Indenture;


(c)	shall remit the Required Amount to the relevant Governmental Authority within the time required by applicable law;


(d)	shall promptly forward to a Holder or the Trustee on behalf of a Holder a certified copy of the official receipt or other documentation satisfactory to the Trustee evidencing the payment of the Required Amount to such Governmental Authority; and


(e)	shall not be responsible to increase or “gross up” any payment to any Holder or to the Trustee on behalf of any Holder and shall be entitled to reduce the amount of each such payment by the Required Amount and the payment made to any Holder or Trustee on behalf of any Holder shall be deemed to have been made in full.

- 20 -

ARTICLE 8

FOR BENEFIT OF THE NOTES


8.1	Benefit of Master Indenture

The Issuer and the Trustee confirm that all of the provisions of this Sixteenth Supplemental Indenture are for the benefit of the Holders of the Notes so long as any such Notes remain outstanding.

ARTICLE 9

ACCEPTANCE OF TRUST BY TRUSTEE


9.1	Acceptance of Trust

The Trustee hereby accepts the trusts in this Sixteenth Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 10

EXECUTION


10.1	Counterparts

This Sixteenth Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.


10.2	Formal Date

For purposes of convenience, this Sixteenth Supplemental Indenture may be referred to as bearing a formal date of November 15, 2012 irrespective of the actual date of the execution thereof.


10.3	Acknowledgement


10.4	Governing Law

This Sixteenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

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IN WITNESS WHEREOF the parties hereto have duly executed this Sixteenth Supplemental Indenture under their respective corporate seals and the hands of their proper officers in that behalf.



ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
By:		/s/ “ Joseph Bronneberg ”
		Name: Joseph Bronneberg

		Title: Executive Vice President and CFO

By:		/s/ “Chris Lomore”
		Name: Chris Lomore

		Title: Vice President, Treasurer

I/We have authority to bind the Issuer ALTALINK MANAGEMENT LTD.
By:		/s/ “ Joseph Bronneberg ”
		Name: Joseph Bronneberg

		Title: Title: Executive Vice President and CFO
By:		/s/ “ Chris Lomore ”
		Name: Chris Lomore

		Title: Vice President, Treasurer

BNY TRUST COMPANY OF CANADA
By:		/s/ “ Marie El Nahas ”
		Name: Marie El Nahas

		Title: Relationship Manager, Corporate Trust

By:
		Name:

		Title:

SCHEDULE A-I

FORM OF GLOBAL NOTE (FIXED RATE NOTE)

THIS NOTE IS A GLOBAL BOND WITHIN THE MEANING OF THE PRINCIPAL INDENTURE AND IS REGISTERED IN THE NAME OF CDS & CO. AS NOMINEE OF CDS CLEARING AND DEPOSITORY SERVICES INC. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ALTALINK, L.P. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTlFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

REGISTERED

ALTALINK, L.P.

MEDIUM-TERM NOTE SERIES________

(Fixed Rate Note)



No. CFX.______________			CUSIP No._________

PRINCIPAL AMOUNT:	DENOMINATIONS (if other than Cdn. dollars or Cdn. dollar denominations of Cdn. $1,000):

ORIGINAL ISSUE DATE:	SPECIFIED CURRENCY:
		Canadian Dollars:
		[ ] Yes
		[ ] No
		Foreign Currency:
		Exchange Rate Agent:

STATED MATURITY:	INTEREST RATE:

INTEREST PAYMENT DATE(S):	PAYMENTS OF PRINCIPAL AND ANY PREMIUM AND INTEREST:
		[ ] Canadian Dollars
		[ ] Specified Currency

RECORD DATE(S):	DAY COUNT CONVENTION:
		[ ] 30/360 for the period
			from	to
		[ ] Actual/360 for the period
			from	to
		[ ] Actual/ Actual for the period
			from	to
		[ ] Other

OTHER PROVISIONS:	ADDENDUM ATTACHED:
		[ ] Yes
		[ ] No

- 2 -

ALTALINK, L.P. (the “Issuer”), for value received, hereby promises to pay to

, or registered assigns,

the principal sum of (the “Principal Amount”) on the

Stated Maturity specified above (except to the extent redeemed or repaid prior to the Stated Maturity), and to pay interest thereon on the Interest Payment Dates specified above at the Interest Rate per annum specified above from the Original Issue Date to but excluding the date on which the principal hereof is paid or duly made available for payment. Reference herein to “this Note”, “hereof’, “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above.

This note is one of a duly authorized series of Medium-Term Notes (hereinafter called the “Notes”) of the Issuer issued and to be issued under an amended and restated master trust indenture dated as of the 28 ^th day of April, 2003 as amended or supplemented from time to time (herein called the “Indenture”) between the Issuer and BNY Trust Company of Canada, (herein called the “Trustee” which term includes any additional successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered, all to the same effect as if the provision of the Indenture were herein set forth, to all of which provisions the Holder of this Note assents by acceptance hereof. The Notes are direct obligations of the Issuer secured in the manner provided for under the Indenture. The Notes will generally rank pari passu with all present and future indebtedness of the Issuer issued pursuant to the Indenture, subject to any Sinking Fund Reserves established for any series of bonds. This Note is one of the series of Notes designated above, to be issued from time to time at an aggregate initial offering price of up to $2,500,000,000.00.

All terms used in this Note which are defined in the Indenture shall, unless otherwise defined in this Note, have the meanings assigned to them in the Indenture.

Unless otherwise provided above or in an Addendum hereto, this Note is not subject to any sinking fund and is not redeemable at the option of the Issuer prior to the Stated Maturity.

If so specified above or in an Addendum hereto, the Holder of this Note may, but only upon notice from the Issuer, convert all but not less than all of such Holder’s Notes into an equal aggregate principal amount of a new series of notes issued by the Issuer. If given, such notice from the Issuer shall be given not less than 30 days nor more than 60 days prior to the date of conversion and in accordance with the provisions of the Indenture.

- 3 -

If this Note is designated on the first page hereof under “Other Provisions” as an Amortizing Note or as an Extendible Note, certain additional provisions with respect to this Note will be specified above or in an Addendum hereto.

This Note shall be governed by and construed in accordance with the laws of the Province of Alberta.

- 4 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.



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

		By:
			Name:
			Title:

		By:
			Name:
			Title:

			I/We have authority to bind the Issuer
TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series designated and referred to in the within- mentioned Indenture. BNY TRUST COMPANY OF CANADA, as Trustee

By:
	Authorized Signature

ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________

____________________________________________________________________________

(Please print or typewrite assignee’s name and address including postal code)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

_____________________________________________________ attorney to transfer said Note

on the books of the Issuer with full power of substitution in the premises.



Dated:
	Signature of transferring registered Holder*

Signature of transferring registered Holder guaranteed by:**


	Signature of Guarantor*

__________________

* NOTICE: The signature of the registered Holder to

this assignment must correspond with the name as

written upon the face of the within instrument in

every particular, without alteration or enlargement or

any change whatsoever.


**	Signature must be guaranteed by an authorized officer

of a Canadian chartered bank or a major Canadian trust

issuer or by a medallion signature guarantee from a

member of a recognized Medallion Signature Guarantee Program.

SCHEDULE A-II

FORM OF GLOBAL NOTE (FLOATING RATE NOTE)

THIS NOTE IS A GLOBAL BOND WITHIN THE MEANING OF THE PRINCIPAL INDENTURE AND IS REGISTERED IN THE NAME OF CDS & CO. AS NOMINEE OF CDS CLEARING AND DEPOSITORY SERVICES INC. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ALTALINK, L.P. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

REGISTERED

ALTALINK, L.P.

MEDIUM-TERM NOTE SERIES________

(Floating Rate Note)



No. CLFR.______________			CUSIP No._________

PRINCIPAL AMOUNT:	DENOMINATIONS (if other than Cdn. dollars or Cdn. dollar denominations of Cdn. $1,000):

ORIGINAL ISSUE DATE:	STATED MATURITY:

INTEREST PAYMENT PERIOD:	INTEREST PAYMENT DATES:

INTEREST RATE BASIS:	RECORD DATE(S):

INITIAL INTEREST RATE:	INTEREST RESET DATE(S):

INTEREST RESET PERIOD:	INTEREST DETERMINATION DATE(S):

OPTIONAL REPAYMENT DATE(S):

SPREAD (PLUS OR MINUS):	SPREAD MULTIPLIER:

PAYMENT OR PRINCIPAL AND ANY	SPECIFIED CURRENCY:
PREMIUM AND INTEREST:	Canadian Dollars:
[ ] Canadian Dollars		[ ] Yes
[ ] Specified Currency		[ ] No
	Foreign Currency:
	Exchange Rate Agent:

DESIGNATED LIBOR PAGE
[ ] LIBOR Telerate
[ ] LIBOR Reuters

INDEX MATURITY:	INDEX CURRENCY:

MAXIMUM INTEREST RATE:	MINIMUM INTEREST RATE:

CALCULATION DATE:	CALCULATION AGENT:

	DAY COUNT CONVENTION:
		[ ] 30/360 for the period
		from		to
		[ ] Actual/360 for the period
			from		to
		[ ] Actual/ Actual for the period

- 2 -



			from	to
		[ ] Other
OTHER PROVISIONS:	ADDENDUM ATTACHED:
		[ ] Yes
		[ ] No

- 3 -

ALTALINK, L.P. (the “Issuer”), for value received, hereby promises to pay to

, or registered assigns, the

principal sum of (the “Principal Amount”) on the Stated

Maturity specified above (except to the extent redeemed or repaid prior to the Stated Maturity), and to pay interest thereon on the Interest Payment Dates specified above, at a rate per annum equal to the Initial Interest Rate specified above from the Original Issue Date to the first Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until but excluding the date on which the principal hereof is paid or duly made available for payment. Reference herein to “this Note”, “hereof’ “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above.

This note is one of a duly authorized series of Medium-Term Notes (hereinafter called the “Notes”) of the Issuer issued and to be issued under an amended and restated master trust indenture dated as of the 28th day of April, 2003 as amended or supplemented from time to time (herein called the “Indenture”) between the Issuer and BNY Trust Company of Canada, (herein called the “Trustee”, which term includes any additional successor trustee under the Indenture with respect to the series of which this Note is a part) to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the Holders of this Note assents by acceptance hereof. The Notes are direct obligations of the Issuer secured in the manner provided for under the Indenture. The Notes will generally rank pari passu with all present and future indebtedness of the Issuer issued pursuant to the Indenture, subject to any Sinking Fund Reserves established for any series of bonds. This Note is one of the series of Notes designated above, to be issued from time to time at an aggregate initial offering price of up to $2,500,000,000,00.

All terms used in this Note which are defined in the Indenture shall, unless otherwise defined in this Note, have the meanings assigned to them in the Indenture.

Unless otherwise provided above or in an Addendum hereto, this Note is not subject to any sinking fund and is not redeemable at the option of the Issuer prior to the Stated Maturity.

- 4 -

This Note shall be governed by and construed in accordance with the laws of the Province of Alberta.

- 5 -

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.



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

		By:



		By:



			I/We have authority to bind the Issuer
TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series designated and referred to in the within- mentioned Indenture. BNY TRUST COMPANY OF CANADA, as Trustee

By:
	Authorized Signature

ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________

____________________________________________________________________________

(Please print or typewrite assignee’s name and address including postal code)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

_____________________________________________________ attorney to transfer said Note

on the books of the Issuer with full power of substitution in the premises.



Dated:
	Signature of transferring registered Holder*

Signature of transferring registered Holder guaranteed by:**


	Signature of Guarantor*

* NOTICE: The signature of the registered Holder to

this assignment must correspond with the name as

written upon the face of the within instrument in

every particular, without alteration or enlargement or

any change whatsoever.


**	Signature must be guaranteed by an authorized officer

of a Canadian chartered bank or a major Canadian trust

company or by a medallion signature guarantee from a

member of a recognized Medallion Signature Guarantee Program.

SCHEDULE “B”

U.S. SECURITIES LEGEND

THE NOTES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH NOTES AGREES FOR THE BENEFIT OF ALT ALINK, L.P. (“ALTALINK”) THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO ALTALINK, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE US SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (D) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITITES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY ONE APPLICABLE STATE SECURITITES LAWS OR SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION; SUBJECT IN THE CASE OF (B), (C)(2) AND (E) ABOVE TO ALTALINK’S AND BNY TRUST COMPANY’S RIGHT, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF ALTALINK AND BNY TRUST COMPANY OF CANADA.

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM BNY TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO BNY TRUST COMPANY OF CANADA AND ALT ALINK, TO THE EFFECT THAT THE SALE OF THE NOTES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.

TOR_H2O:1419672.4

SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND



To:	BNY Trust Company of Canada
	as registrar and transfer agent
	for the Medium Term Notes
	of Altalink, L.P.

And To:	AltaLink, L.P., by its general partner,
	AltaLink Management Ltd.
	2611 – 3 ^rd Avenue S.E.
	Calgary, Alberta T2A 7W7

The undersigned (a) acknowledges that the sale of the securities of AltaLink, L.P.(“AltaLink”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933 . as amended (the “U.S. Securities Act”), and (b) certifies that: (1) the undersigned is not an “affiliate” of AltaLink as that term is defined in Rule 405 under the U.S. Securities Act; (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on behalf of any of them has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule l44(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities; and (6) the contemplated sale is not a transaction or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.



Dated:
			By:
			Name:
			Title:

TOR_H20:1419672.4

EXHIBIT 4.105

ALTALINK, L.P.

CAPITAL MARKETS PLATFORM

SEVENTEENTH

SUPPLEMENTAL

INDENTURE

SERIES SEVENTEENTH SUPPLEMENTAL

INDENTURE

Dated as of May 22, 2013

CAL01-#1331008-v3-Seventeenth_Supplemental_Indenture

ALTALINK, L.P.

SERIES SEVENTEENTH SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE dated as of the 22 ^nd day of May, 2013

BETWEEN:

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

(hereinafter called the " Issuer ")

- and -

ALTALINK MANAGEMENT LTD., a company incorporated under the laws

of the Province of Alberta,

(hereinafter called the " General Partner ")

OF THE FIRST PART

- and -

BNY TRUST COMPANY OF CANADA , a trust company incorporated under

the laws of Canada

(hereinafter called the " Trustee ")

OF THE SECOND PART

WHEREAS:


(A)	by an amended and restated master trust indenture dated as of April 28, 2003 between the Issuer, the General Partner and the Trustee (the "Master Indenture") provision was made for the issuance and securing of Bonds of the Issuer in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;


(B)	the Issuer has issued twenty supplemental indentures pursuant to the Master Indenture;

(C)

the Issuer has duly authorized the creation and issue of Obligation Bonds, in the form of unsecured negotiable promissory notes or other commercial paper, maturing not more than 364 days from the date of issue that (a) are not convertible or exchangeable into or accompanied by a right to purchase another security, and (b) have an approved rating from an approved credit rating organization (the ''Notes"), pursuant to the provisions of the Master Indenture and this Supplemental Indenture;


(D)	the Issuer wishes to apply the net proceeds of the issue of Notes in accordance with the terms of Section 2.6 hereof;

- 2 -


(E)	this supplemental indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Notes and to establish the terms, provisions and conditions thereof;


(F)	this supplemental indenture is hereinafter sometimes referred to as the "Seventeenth Supplemental Indenture"; and


(G)	the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and the sum of Ten Dollars ($10.00) now paid by each of the parties hereto to the other (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

This Seventeenth Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Seventeenth Supplemental Indenture, in which case the terms of this Seventeenth Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Seventeenth Supplemental Indenture shall henceforth have effect so far as practicable as if all of the provisions of the Master Indenture and this Seventeenth Supplemental Indenture were contained in one instrument. The expressions used in this Seventeenth Supplemental Indenture and in the Notes which are defined in the Master Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Seventeenth Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article, Section of or Schedule to, this Seventeenth Supplemental Indenture.

1.2 Definitions

For purposes of this Seventeenth Supplemental Indenture and the Recitals hereof, except as otherwise expressly provided or unless the context otherwise provides the following words and phrases shall have the following meanings:

" Article ", " Section ", " Subsection " and '' paragraph " followed by a number means and refers to the specified Article, Section, Subsection or paragraph of this Seventeenth Supplemental Indenture unless otherwise expressly stated.

" Beneficial Owner " means any person holding a beneficial interest in a Note.

" CDS '' means the Canadian Depository for Securities Limited and its successors in interest.

" Certificated Notes " has the meaning specified in Subsection 2.3.

CAL01: 1331008: v3

- 3 -

" Global Note " has the meaning specified in Subsection 2.3.

" Holder '' means the Person in whose name a Note shall be registered.

" Notes " has the meaning specified in Recital (C) above.

" Master Indenture " has the meaning specified in Recital (A) above.

" Information Memorandum " has the meaning specified in Subsection 2.1.

ARTICLE 2

SHORT-TERM NOTES

2.1 Issue of the Notes

The Issuer hereby creates and authorizes for immediate issue a Series of Bonds pursuant to the Master Indenture and this Seventeenth Supplemental Indenture to be designated as "Short-Term Notes" which shall be limited to an aggregate amount of $750,000,000 in lawful money of Canada. The aggregate amount of the Notes shall be calculated, on the basis of the principal amount of such Notes issued, and in the case of non-interest bearing Notes, on the basis of the gross proceeds received by the Issuer. The Notes shall be issued from time to time in one or

more series or issues pursuant to the Issuer's information memorandum dated as of

May 22, 2013 or any memorandum filed with the securities regulatory authorities in replacement thereof (the "Information Memorandum").

2.2 Terms of the Notes

The Notes shall have the following terms and conditions:


(a)	Date and Interest . Each Note shall be dated as of the date of issue and shall bear interest, if any, from the date of issue at the rate (either fixed or floating) determined by the Issuer at the time of issue. Interest, if any, shall be payable on the dates determined by the Issuer at the time of issue.


(b)	Maturity . Each Note shall mature on the date determined by the Issuer at the time of issue, which date shall not be more than 364 days from the date of issue.


(c)	Currency . Each Note shall be issued and payable in such currency as is determined by the Issuer at the time of issue.


(d)	Denominations . The Notes shall be issued in denominations of $1,000 or more in Canadian currency or the equivalent thereof in other currencies at the time of issue or in such other denominations as are determined by the Issuer at the time of issue.

CAL01: 1331008: v3

- 4 -

2.3 Form of the Notes

The Notes shall be issued from time to time in fully registered form and each series or issue of Notes shall be issued in the form of a global note (a "Global Note") except in the circumstances set forth in Section 3.2 or unless the Issuer determines to issue such Notes in definitive form at the time of issue, in which case Notes will be issued in the form of definitive certificates (the "Certificated Notes") and in either case: (i) shall specify the applicable date of issue, rate of interest, date or dates on which interest shall be payable, maturity date, currency in which the Note is to be issued and in which interest, premium (if any) and principal shall be paid, and denomination; (ii) shall specify such other provisions as are to govern the Note, provided that they shall be consistent with those provisions set out in the Information Memorandum; and (iii) shall be substantially in the form set out in Schedule A attached hereto, in all cases with such appropriate additions and variations as shall be required and as are consistent with the provisions set out in the Information Memorandum and shall bear such distinguishing letters and numbers as the Trustee shall approve, or in such other form or forms as may, from time to time, be approved by the Issuer. Beneficial interests in a Global Note shall be represented through book-entry accounts, to be established and maintained by CDS for financial institutions acting on behalf of Beneficial Owners as direct and indirect participants in CDS. Global Notes and Certificated Notes shall be payable as to principal and interest thereon at the principal office in Toronto of the Paying Agent.

2.4 Global Legends Certification

As required by Section 3.4 of the Master Indenture, the Global Bond legend on any Global Note shall be as set out on the forms of Global Notes attached hereto as Schedule A and the Trustee's certificate of authentication shall be in the form annexed to those Schedules. The Global Notes shall not be lithographed or printed with steel engraved borders but shall be typewritten.

2.5 Obligation Bonds

The Notes shall be Obligation Bonds.

2.6 Purposes of the Notes

The proceeds of the issue of the Notes shall be utilized by the Issuer for general corporate purposes.

2.7 Unsecured

The Notes are unsecured.

ARTICLE 3

CERTIFICATED NOTES

3.1 Limitation on Certificated Notes

CAL01: 1331008: v3

- 5 -

the Issuer nor the Trustee shall have any responsibility or liability for maintaining, supervising or reviewing any records of CDS relating to beneficial interests in any Notes or for any aspect of the records of CDS relating to payments made by CDS on account of such beneficial interests.

3.2 Certificated Notes

3.3 Cancellation of a Global Note

ARTICLE 4

OTHER MATTERS RELATING TO THE NOTES

4.1 No Notice of Trusts or Equities

4.2 Paying Agent

The Paying Agent for the Notes shall be the Trustee at its principal office in Toronto.

ARTICLE 5

REDEMPTION

5.1 Applicable Provisions

Save as set out in this Article 5 to the contrary, the redemption of any Notes under this Seventeenth Supplemental Indenture shall be conducted in accordance with Sections 3.16 to 3.22 of the Master Indenture.

CAL01: 1331008: v3

- 6 -

ARTICLE 6

CONFIRMATION OF PRINCIPAL INDENTURE

6.1 Confirmation of Master Indenture

The Master Indenture, as supplemented by this Seventeenth Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 7

TAX COVENANTS

7.1 Withholding Tax


(a)	shall consult with the Trustee in order to determine the beneficial ownership of the Notes for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;


(b)	shall deduct and withhold the Required Amount from payments made or due under this Indenture;


(c)	shall remit the Required Amount to the relevant Governmental Authority within the time required by applicable law;


(d)	shall promptly forward to a Holder or the Trustee on behalf of a Holder a certified copy of the official receipt or other documentation satisfactory to the Trustee evidencing the payment of the Required Amount to such Governmental Authority; and


(e)	shall not be responsible to increase or "gross up" any payment to any Holder or to the Trustee on behalf of any Holder and shall be entitled to reduce the amount of each such payment by the Required Amount and the payment made to any Holder or Trustee on behalf of any Holder shall be deemed to have been made in full.

ARTICLE 8

FOR BENEFIT OF THE NOTES

8.1 Benefit of Master Indenture

The Issuer and the Trustee confirm that all of the provisions of this Seventeenth Supplemental Indenture are for the benefit of the Holders of the Notes so long as any such Notes remain outstanding.

CAL01: 1331008: v3

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ARTICLE 9

ACCEPTANCE OF TRUST BY TRUSTEE

9.1 Acceptance of Trust

The Trustee hereby accepts the trusts in this Seventeenth Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 10

EXECUTION

10.1 Counterparts

This Seventeenth Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

10.2 Formal Date

For purposes of convenience, this Seventeenth Supplemental Indenture may be referred to as bearing a formal date of May 22, 2013 irrespective of the actual date of the execution thereof.

10.3 Acknowledgement

CAL01: 1331008: v3

- 8 -

10.4 Governing Law

This Seventeenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

IN WITNESS WHEREOF the parties hereto have duly executed this Seventeenth Supplemental Indenture under their respective corporate seals and the hands of their proper officers in that behalf.



ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
By:		/s/ Joseph W. Bronneberg
		Name: Joseph W. Bronneberg

		Title: Executive Vice President & Chief Financial Officer

By:		/s/ Christopher J. Lomore
		Name: Christopher J. Lomore

		Title: Vice President, Treasurer



I/We have authority to bind the Issuer ALTALINK MANAGEMENT LTD.
By:		/s/ Joseph W. Bronneberg
		Name: Joseph W. Bronneberg

		Title: Executive Vice President & Chief Financial Officer

By:		/s/ Christopher J. Lomore
		Name: Christopher J. Lomore

		Title: Vice President, Treasurer



BNY TRUST COMPANY OF CANADA
By:
		Name:

		Title:

CAL01: 1331008: v3

SCHEDULE A

Book-Entry Only Form/Par inscription comptable

Certificated Form/Avec certificat

EXHIBIT 4.106

EXECUTION VERSION

ALTALINK, L.P.

CAPITAL MARKETS PLATFORM

EIGHTEENTH SUPPLEMENTAL INDENTURE

Dated as of October 24, 2014

ALTALINK, L.P.
SERIES 18 BOND
CAPITAL MARKETS PLATFORM

EIGHTEENTH SUPPLEMENTAL INDENTURE

This Eighteenth Supplemental Indenture is made as of the 24th day of October, 2014

BETWEEN:

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

(hereinafter called the “ Issuer ”)

- and -

ALTALINK MANAGEMENT LTD. , a company incorporated under the laws of the Province of Alberta,

(hereinafter called the “ General Partner ”)

- and -

BNY TRUST COMPANY OF CANADA , a trust company incorporated under the laws of Canada

(hereinafter called the “ Trustee ”)

WHEREAS by an Amended and Restated Master Trust Indenture dated as of April 28, 2003 among the Issuer, the General Partner and the Trustee (as supplemented, amended, restated, renewed or amended and restated from time to time, the “ Master Indenture ”), provision was made for the issuance of Bonds in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;

AND WHEREAS the Issuer wishes to create and issue under the Master Indenture and this Supplemental Indenture, a Series 18 Bond (the “ Series 18 Bond ”) in the principal amount of Two Billion Dollars ($2,000,000,000) in lawful money of Canada;

AND WHEREAS this Eighteenth Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Series 18 Bond and to establish the terms, provisions and conditions of the Series 18 Bond;

AND WHEREAS this Supplemental Indenture is hereinafter sometimes referred to as the “ Eighteenth Supplemental Indenture ”;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee.

- 2 -

NOW THEREFORE THIS EIGHTEENTH SUPPLEMENTAL INDENTURE WITNESSES that in consideration of the premises, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION


1.1	Interpretation

This Eighteenth Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Eighteenth Supplemental Indenture, in which case, subject only to Section 2.8 of the Master Indenture, the terms of this Eighteenth Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Eighteenth Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Master Indenture and this Eighteenth Supplemental Indenture were contained in one instrument. The expressions used in this Eighteenth Supplemental Indenture and the Series 18 Bond shall, except as otherwise provided herein, have the respective meaning ascribed to such expressions in the Master Indenture.


1.2	Definitions

In this Eighteenth Supplemental Indenture, the following terms shall have the following meanings, respectively:

“ Agent ” means The Bank of Nova Scotia, as administrative agent for the lenders under the Credit Agreement, together with its successors and assigns; and

“ Credit Agreement ” means the third amended and restated credit agreement dated as of December 19, 2013 among the Issuer, the General Partner, the Agent, as administrative agent, co-lead arranger and co-bookrunner, Royal Bank of Canada, as syndication agent, co-lead arranger and co-bookrunner, The Bank of Montreal and National Bank of Canada, as co-documentation agents, and the Lenders (as defined in the Credit Agreement), as amended by amending agreements dated as of October 24, 2014, and as further amended, restated, renewed, amended and restated, supplemented or otherwise modified from time to time.

ARTICLE 2
TERMS OF SERIES 18 BOND


2.1	Terms of Series 18 Bond

The Issuer hereby creates and issues a Bond under the Master Indenture to be designated as the Series 18 Bond in the principal amount of Two Billion Dollars ($2,000,000,000) in lawful money of Canada. The Series 18 Bond shall be dated as of the date of authentication and delivery thereof (the “ date of issue ”) as determined by Written Order of the Issuer to the Trustee and shall be payable as to principal, interest thereon and premium (if any) at the office in Toronto, Ontario of the Trustee at which the Series 18 Bond is registrable. The Series 18 Bond shall bear interest as provided in Section 2.4 of this Eighteenth Supplemental Indenture and shall have the other terms and characteristics set forth or referred to in the Master Indenture and in Schedule “A” hereto.

- 3 -


2.2	Delivery

The Series 18 Bond shall be delivered by the Issuer pursuant to the bond delivery agreement attached hereto as Schedule “B” (the “ Bond Delivery Agreement ”) in connection with, and as fixed, general, and continuing security for the due payment and performance of all present and future indebtedness, liabilities and obligations of the Issuer to the Agent and the Lenders under the Credit Agreement and the Credit Documents (as defined in the Credit Agreement) (such indebtedness, liabilities and obligations, collectively, the “ Obligations ”).


2.3	Payable on Demand

The Series 18 Bond shall be payable on demand therefor pursuant to and in accordance with the terms and conditions of the Master Indenture and the Bond Delivery Agreement.


2.4	Interest

The Series 18 Bond, shall bear interest on the amount outstanding under the Credit Agreement from the date of issue at the applicable rate of interest per annum payable by the Issuer under the terms of the Credit Agreement, payable at the place and on the dates provided in the Credit Agreement, as well after as before demand, default and judgment with interest on overdue interest at the same rate and payable in like money at the same place and on the same dates.


2.5	Fully Registered Bond

The Series 18 Bond shall be issued as a fully registered Bond without coupons.


2.6	Certification

The Trustee’s certificate of authentication shall be in the form annexed to the form of Bond attached hereto as Schedule “A”.


2.7	Senior Bond and Pledged Bond; Credit Documents

The Series 18 Bond is a Senior Bond (as defined in the Master Indenture). The Series 18 Bond is a Pledged Bond securing all of the Obligations. Each of this Eighteenth Supplemental Indenture, the Series 18 Bond, and the Bond Delivery Agreement is a Credit Document (as defined in the Credit Agreement).

ARTICLE 3
ISSUANCE OF SERIES 18 BOND


3.1	Issuance of Series 18 Bond

The Series 18 Bond in the principal amount of Two Billion Dollars ($2,000,000,000) in lawful money of Canada shall be executed by the Issuer and delivered to the Trustee. The Series 18 Bond shall thereupon be authenticated by the Trustee, registered in the name of the holder as may be specified in a Written Order of the Issuer and returned by the Trustee to the Issuer for delivery to the holder in accordance with the Bond Delivery Agreement without any further action and formality on the part of the Issuer but nevertheless only upon satisfaction of the conditions precedent set forth in Section 2.4 of the Master Indenture.

- 4 -


3.2	Cancellation of Series 15 Bond

The parties hereto confirm that upon the issuance of the Series 18 Bond, the Series 15 Bond (dated as of June 29, 2012) shall be cancelled.

ARTICLE 4
CONFIRMATION OF MASTER INDENTURE


4.1	Confirmation of Master Indenture

The Master Indenture, as supplemented to the date hereof and as further supplemented by this Eighteenth Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 5
FOR BENEFIT OF SERIES 18 BOND


5.1	Benefit of Indenture

The Issuer and the Trustee confirm that all of the provisions of this Eighteenth Supplemental Indenture are for the benefit of the holder of the Series 18 Bond as long as such Series 18 Bond remains outstanding.

ARTICLE 6
ACCEPTANCE OF TRUST BY TRUSTEE


6.1	Acceptance by Trustee

The Trustee hereby accepts the trusts in this Eighteenth Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 7
EXECUTION


7.1	Counterparts

This Eighteenth Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.


7.2	Formal Date

For purposes of convenience, this Eighteenth Supplemental Indenture may be referred to as bearing a formal date of October 24, 2014 irrespective of the actual date of the execution thereof.


7.3	Acknowledgement

- 5 -


7.4	Governing Law

This Eighteenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

[Signature page follows]

IN WITNESS WHEREOF the parties hereto have duly executed this Eighteenth Supplemental Indenture under the hands of their proper officers in that behalf.



		ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
		By:	/s/ Joe Bronneberg
			Name: Joe Bronneberg
			Title: Executive Vice President and CFO

		By:	/s/ Christopher J. Lomore
			Name: Christopher J. Lomore
			Title: Vice President, Treasurer



		ALTALINK MANAGEMENT LTD.
		By:	/s/ Joe Bronneberg
			Name: Joe Bronneberg
			Title: Executive Vice President and CFO

		By:	/s/ Christopher J. Lomore
			Name: Christopher J. Lomore
			Title: Vice President, Treasurer



		BNY TRUST COMPANY OF CANADA
		By:	/s/ J. Steven Broude
			Name: J. Steven Broude
			Title: Authorized Signatory

		By:
			Name:
			Title:

Signature Page to Eighteenth Supplemental Indenture

SCHEDULE “A”
SERIES 18 BOND

ALTALINK, L.P.
a limited partnership formed under
the laws of Alberta

Series 18 Bond Cdn. $2,000,000,000

ALTALINK, L.P. CAPITAL MARKETS PLATFORM BOND

ALTALINK, L.P. (together with its successors and permitted assigns, the “ Issuer ”) for value received hereby acknowledges that it is indebted to and promises to pay to the registered holder hereof upon demand the sum of Two Billion Dollars ($2,000,000,000.00), in lawful money of Canada at the office of the BNY Trust Company of Canada (together with its successors and permitted assigns, the “ Trustee ”) in the City of Toronto, Ontario, Canada and to pay interest thereon in accordance with the Credit Agreement, such interest to accrue from the date hereof, or in the case of any amounts in default from the date of default, at the applicable rates of interest per annum as set out in Section 2.4 of the Eighteenth Supplemental Indenture (defined below), as well after as before demand, default and judgment with interest on any such interest overdue at the same rate in like money at the same place and on demand.

This Series 18 Bond is one of a duly authorized series of AltaLink, L.P. Capital Markets Platform Bonds, issued and to be issued under an amended and restated master trust indenture (as supplemented, amended, restated, renewed or amended and restated from time to time, the “ Master Indenture ”) made as of April 28, 2003 among the Issuer, the General Partner and the Trustee, as supplemented by the eighteenth supplemental indenture dated as of October 24, 2014 (as supplemented, amended, restated, renewed or amended and restated from time to time, the “ Eighteenth Supplemental Indenture ”) between the same parties as each may be amended, supplemented or otherwise modified from time to time.

Terms used in this Series 18 Bond which are defined in the Master Indenture or the Eighteenth Supplemental Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture or the Eighteenth Supplemental Indenture, as applicable.

Reference is hereby made to the provisions of the Master Indenture (including, without limitation, Section 2.8 thereof) and, where applicable, the Eighteenth Supplemental Indenture and the Bond Delivery Agreement, as to the rights of the holder of this Series 18 Bond, the rights of the holders of the AltaLink, L.P. Capital Markets Platform Bonds issued and to be issued under the Master Indenture and of the Issuer and of the Trustee in respect thereof and the terms and conditions upon which this Series 18 Bond and the AltaLink, L.P. Capital Markets Platform Bonds are issued or may hereafter be issued, all to the same effect as if the provisions of the Master Indenture and, where applicable, the Eighteenth Supplemental Indenture and the Bond Delivery Agreement, were herein set forth, to all of which provisions, terms and conditions the holder of this Series 18 Bond agrees by acceptance hereof.

- 2 -

This Series 18 Bond shall be transferable only in accordance with the provisions, terms and conditions of the Master Indenture and the Eighteenth Supplemental Indenture. No transfer of this Series 18 Bond shall be valid unless made on the register kept by and at the office of the Trustee in the City of Toronto, Ontario pursuant to the provisions of the Master Indenture.

This Series 18 Bond shall not be entitled to any right or benefit under the Master Indenture or the Eighteenth Supplemental Indenture nor shall it be valid or obligatory for any purpose until a certificate of authentication in respect of this Series 18 Bond is duly executed by the Trustee.

IN WITNESS WHEREOF the Issuer has duly executed this Series 18 Bond as of this 24th day of October, 2014.



THIS SERIES 18 BOND IS SUBJECT TO THE TERMS AND CONDITIONS OF A BOND DELIVERY AGREEMENT DATED AS OF OCTOBER 24, 2014 BETWEENALTALINK MANAGEMENT LTD., AS GENERAL PARTNER OF ALTALINK MANAGEMENT LTD. AND THE BANK OF NOVA SCOTIA, AS ADMINISTRATIVE AGENT, MADE IN ACCORDANCE WITH SECTION 2.8 OF THE MASTER INDENTURE	ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
	By:
		Name: Joe Bronneberg
		Title: Executive Vice President and CFO

	By:
		Name: Christopher J. Lomore
		Title: Vice President, Treasurer

TRUSTEE’S CERTIFICATE

This AltaLink, L.P. Capital Markets Platform Bond is one of the Bonds referred to in the Master Indenture within mentioned and is the Series 18 Bond issued under the Eighteenth Supplemental Indenture within mentioned.



		BNY TRUST COMPANY OF CANADA, as Trustee
		By:
			Authorized Signing Officer

		By:
			Authorized Signing Officer

(Form of Registration Panel)
(No writing hereon except by the Trustee or other registrar)



DATE OF REGISTRATION	IN WHOSE NAME REGISTERED	TRUSTEE (OR REGISTRAR)
October 24, 2014	The Bank of Nova Scotia, as Administrative Agent

SCHEDULE “B”
BOND DELIVERY AGREEMENT

THIS AGREEMENT made as of the 24th day of October, 2014.

BETWEEN:

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

(hereinafter called the “ Issuer ”)

- and -

ALTALINK MANAGEMENT LTD.

(hereinafter called the “ General Partner ”)

- and -

THE BANK OF NOVA SCOTIA , in its capacity as administrative agent for the lenders under the Credit Agreement (as defined below)

(hereinafter called the “ Agent ”)

WHEREAS by an amended and restated trust indenture dated as of April 28, 2003 among the Issuer, AltaLink Management Ltd., as general partner, and the Trustee (as supplemented, amended, restated, renewed or amended and restated from time to time, the “ Master Indenture ”), provision was made for the creation and issue of Bonds of the Issuer;

AND WHEREAS the Issuer, the General Partner, the Agent and the Lenders (as defined in the Credit Agreement) are parties to a third amended and restated credit agreement dated as of December 19, 2013 as amended by amending agreements dated as of October 24, 2014 (such agreement and all letters of credit issued and related documents entered into pursuant thereto, as amended, supplemented, restated, renewed or amended and restated from time to time being hereinafter collectively referred to as the “ Credit Agreement ”);

AND WHEREAS pursuant to the Eighteenth Supplemental Indenture dated as of the date hereof among the Issuer, the General Partner and the Trustee (as amended, supplemented, restated, renewed or amended and restated from time to time, the “ Eighteenth Supplemental Indenture ”), the Issuer created and issued the Series 18 Bond;

AND WHEREAS pursuant to the Master Indenture and the Eighteenth Supplemental Indenture, the Issuer executed and delivered the Series 18 Bond to and in favour of the Agent;

AND WHEREAS the parties hereto are entering into this Agreement for the purpose of delivering the Series 18 Bond to the Agent on the terms and conditions of this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises, the covenants and agreements herein contained, the parties hereto agree as follows:

- 2 -

ARTICLE 1DEFINITIONS


1.1	Interpretation

All capitalized terms used herein shall, unless otherwise indicated, have the respective meanings ascribed to them in the Master Indenture or the Eighteenth Supplemental Indenture. In this Agreement, the following terms shall have the respective meanings indicated below:

“ Series 18 Bond ” means the Series 18 Capital Markets Platform Bond in the principal amount of Two Billion Dollars ($2,000,000,000) issued by the Issuer pursuant to the Master Indenture and the Eighteenth Supplemental Indenture and duly authenticated by the Trustee as required by the Master Indenture.


1.2	Headings

The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.


1.3	References to Articles and Sections

ARTICLE 2

DEALINGS WITH SERIES 18 BOND


2.1	Delivery of Series 18 Bond

The Issuer hereby delivers the Series 18 Bond to the Agent to be held by the Agent as continuing collateral security for the Obligations of the Issuer (as defined in the Eighteenth Supplemental Indenture).


2.2	Realization

The Agent is hereby authorized, upon the occurrence of an Event of Default under the Credit Agreement and for so long as such Event of Default continues, to demand payment, in accordance with the Credit Agreement, of the Series 18 Bond without notice to, consent of or control by the Issuer. Notwithstanding that the Series 18 Bond is expressed to be payable on demand, the Agent shall have no right to and shall not demand payment unless or until an Event of Default under the Credit Agreement shall have occurred and be continuing. No payment of principal on account of any of the Obligations of the Issuer shall reduce the principal amount of the Series 18 Bond. Notwithstanding the principal amount of the Series 18 Bond, or the rate of interest expressed to be payable thereon, or that the Series 18 Bond is expressed to be payable on demand, the Series 18 Bond shall constitute a liability of the Issuer to the Agent only to the extent of the lesser of (i) the Obligations of the Issuer outstanding at the time of calculation, and (ii) the principal amount of the Series 18 Bond and interest accrued thereon, and such liability shall be payable only in accordance with the payment provisions of the Credit Agreement.

- 3 -


2.3	Application of Proceeds

All proceeds of the Series 18 Bond including, without limitation, any distributions in respect thereof by the Agent, shall be applied on account of the Obligations of the Issuer in accordance with the Credit Agreement without prejudice to any claim on the Issuer for any deficiency.


2.4	Cancellation

Upon full, final and irrevocable satisfaction of the Obligations of the Issuer, the Agent shall, at the request and expense of the Issuer, deliver the Series 18 Bond to the Trustee for cancellation.


2.5	Transfer

The Series 18 Bond shall not be transferable or negotiable except to a successor of the Agent pursuant to the Credit Agreement.

ARTICLE 3

MISCELLANEOUS


3.1	Satisfaction of Obligations

The Series 18 Bond shall not be considered as satisfied, discharged or redeemed by any intermediate payment or satisfaction of the whole or any part of the Obligations of the Issuer or by reason of the account of the Issuer having ceased to be in debit.


3.2	Voting

Notwithstanding the principal amount of the Series 18 Bond, the holder of the Series 18 Bond shall only be entitled to that number of votes at any meeting of Bondholders or in respect of any Special Bondholders’ Resolution, Extraordinary Resolution or Majority Resolution to which would be entitled the holder of an Obligation Bond in a principal amount equal to the lesser of (i) the outstanding Obligations of the Issuer at the time of calculation, and (ii) the principal amount of the Series 18 Bond and interest accrued thereon. All of the rights of the holders of the Series 18 Bond may be divisible with respect to the entire Obligations of the Issuer, provided that such rights, other than voting rights, may only be exercised by the Agent or its agent and that voting rights relating to the Series 18 Bond may only be exercised by the Agent or any Person or Persons duly appointed as proxy for voting the Series 18 Bond.


3.3	No Merger

The Series 18 Bond shall not operate to merge any of the Obligations of the Issuer and no judgment recovered by or on behalf of the Agent shall operate to merge or in any way affect the security constituted by the Series 18 Bond, which is in addition to and not in substitution for any other security now or hereafter held by the Agent or the Trustee.


3.4	Amendments

The Issuer shall not amend, modify or supplement the provisions of the Series 18 Bond or any other delivery agreement relating to any other series of bond issued pursuant to the Master Indenture except as provided in the Master Indenture. No amendment or waiver of this Agreement shall be binding

- 4 -

unless executed in writing by the party to be bound thereby. Nothing contained herein, in the Series 18 Bond, in the Master Indenture or in the Eighteenth Supplemental Indenture shall amend, modify, vary or otherwise change the rights of the Agent under the Credit Agreement, or the Obligations of the Issuer, or shall limit the rights of the Agent under or in respect of such Obligations.


3.5	Legend

Upon the delivery of the Series 18 Bond pursuant to Section 2.1 hereof, the Series 18 Bond shall have the following legend conspicuously noted thereon:

‘“This Series 18 Bond is subject to the terms and conditions of a bond delivery agreement dated as of October 24, 2014 between AltaLink Management Ltd. as general partner of AltaLink, L.P., AltaLink Management Ltd. and The Bank of Nova Scotia, as Administrative Agent made in accordance with Section 2.8 of the Master Indenture.”

Any Bond issued under the Master Indenture in substitution for or in replacement of the Series 18 Bond shall have conspicuously noted thereon the legend referred to in this Section 3.5.


3.6	Enurement

The provisions hereof shall be binding upon and shall enure to the benefit of the Issuer and the Agent under the Credit Agreement and their respective permitted successors and assigns.


3.7	Further Assurances

The Issuer shall forthwith and from time to time on demand, execute and do or cause to be executed or done all assurances and things which in the opinion of the Agent may be necessary or of advantage to give the Agent so far as may be possible under any applicable law the benefit of the Series 18 Bond, the Eighteenth Supplemental Indenture and the Master Indenture to secure the payment and performance of the Obligations of the Issuer.


3.8	Currency

Except where otherwise expressly provided in the Credit Agreement, all amounts in this Agreement are stated and shall be paid in Canadian currency.


3.9	Gender and Number

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.


3.10	Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision thereof.

- 5 -


3.11	No Waiver

No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement or constitute a continuing waiver unless otherwise expressly provided.


3.12	Governing Law, Attornment


3.13	Acknowledgment

[Signature page follows]

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date above written.



		ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.
		By:
			Name: Joe Bronneberg
			Title: Executive Vice President and CFO

		By:
			Name: Christopher J. Lomore
			Title: Vice President, Treasurer



		ALTALINK MANAGEMENT LTD.
		By:
			Name: Joe Bronneberg
			Title: Executive Vice President and CFO

		By:
			Name: Christopher J. Lomore
			Title: Vice President, Treasurer



		THE BANK OF NOVA SCOTIA, as Administrative Agent
		By:
			Name:
			Title:

		By:
			Name:
			Title:

Signature Page to Series 18 Bond Delivery Agreement

EXHIBIT 4.107

EXECUTION VERSION

ALTALINK, L.P.

CAPITAL MARKETS PLATFORM

NINETEENTH SUPPLEMENTAL INDENTURE

Dated as of October 24, 2014

LEGAL_1:32364344.4

ALTALINK, L.P.

SERIES 19

BOND CAPITAL MARKETS PLATFORM

NINETEENTH SUPPLEMENTAL INDENTURE

This Nineteenth Supplemental Indenture is made as of the 24th day of October, 2014

BETWEEN:

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

(hereinafter called the “ Issuer ”)

- and -

ALTALINK MANAGEMENT LTD. , a company incorporated under the laws of the Province of Alberta,

(hereinafter called the “ General Partner ”)

- and -

BNY TRUST COMPANY OF CANADA , a trust company incorporated under the laws of Canada

(hereinafter called the “ Trustee ”)

AND WHEREAS the Issuer wishes to create and issue under the Master Indenture and this Supplemental Indenture, a Series 19 Bond (the “ Series 19 Bond ”) in the principal amount of Two Hundred and Fifty Million Dollars ($250,000,000) in lawful money of Canada;

AND WHEREAS this Nineteenth Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Series 19 Bond and to establish the terms, provisions and conditions of the Series 19 Bond;

AND WHEREAS this Supplemental Indenture is hereinafter sometimes referred to as the “ Nineteenth Supplemental Indenture ”;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee.

LEGAL_1:32364344.4

- 2 -

NOW THEREFORE THIS NINETEENTH SUPPLEMENTAL INDENTURE WITNESSES that in consideration of the premises, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION


1.1	Interpretation

This Nineteenth Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Nineteenth Supplemental Indenture, in which case, subject only to Section 2.8 of the Master Indenture, the terms of this Nineteenth Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Nineteenth Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Master Indenture and this Nineteenth Supplemental Indenture were contained in one instrument. The expressions used in this Nineteenth Supplemental Indenture and the Series 19 Bond shall, except as otherwise provided herein, have the respective meaning ascribed to such expressions in the Master Indenture.


1.2	Definitions

In this Nineteenth Supplemental Indenture, the following terms shall have the following meanings, respectively:

“ Agent ” means The Bank of Nova Scotia, as agent for the lenders under the Credit Agreement, together with its successors and assigns; and

“ Credit Agreement ” means the second amended and restated credit agreement dated as of December 19, 2013 among the Issuer, the General Partner, the Agent, as agent, and the Lenders (as defined in the Credit Agreement), as amended by an amending agreement dated as of October 24, 2014, and as further amended, restated, renewed, amended and restated, supplemented or otherwise modified from time to time.

ARTICLE 2

TERMS OF SERIES 19 BOND


2.1	Terms of Series 19 Bond

The Issuer hereby creates and issues a Bond under the Master Indenture to be designated as the Series 19 Bond in the principal amount of Two Hundred and Fifty Million Dollars ($250,000,000) in lawful money of Canada. The Series 19 Bond shall be dated as of the date of authentication and delivery thereof (the “ date of issue ”) as determined by Written Order of the Issuer to the Trustee and shall be payable as to principal, interest thereon and premium (if any) at the office in Toronto, Ontario of the Trustee at which the Series 19 Bond is registrable. The Series 19 Bond shall bear interest as provided in Section 2.4 of this Nineteenth Supplemental Indenture and shall have the other terms and characteristics set forth or referred to in the Master Indenture and in Schedule “A” hereto.

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2.2	Delivery

The Series 19 Bond shall be delivered by the Issuer pursuant to the bond delivery agreement attached hereto as Schedule “B” (the “ Bond Delivery Agreement ”) in connection with, and as fixed, general, and continuing security for the due payment and performance of all present and future indebtedness, liabilities and obligations of the Issuer to the Agent and the Lenders under the Credit Agreement and the Credit Documents (as defined in the Credit Agreement) (such indebtedness, liabilities and obligations, collectively, the “ Obligations ”).


2.3	Payable on Demand

The Series 19 Bond shall be payable on demand therefor pursuant to and in accordance with the terms and conditions of the Master Indenture and the Bond Delivery Agreement.


2.4	Interest

The Series 19 Bond, shall bear interest on the amount outstanding under the Credit Agreement from the date of issue at the applicable rate of interest per annum payable by the Issuer under the terms of the Credit Agreement, payable at the place and on the dates provided in the Credit Agreement, as well after as before demand, default and judgment with interest on overdue interest at the same rate and payable in like money at the same place and on the same dates.


2.5	Fully Registered Bond

The Series 19 Bond shall be issued as a fully registered Bond without coupons.


2.6	Certification

The Trustee’s certificate of authentication shall be in the form annexed to the form of Bond attached hereto as Schedule “A”.


2.7	Senior Bond and Pledged Bond; Credit Documents

The Series 19 Bond is a Senior Bond (as defined in the Master Indenture). The Series 19 Bond is a Pledged Bond securing all of the Obligations. Each of this Nineteenth Supplemental Indenture, the Series 19 Bond, and the Bond Delivery Agreement is a Credit Document (as defined in the Credit Agreement).

ARTICLE 3

ISSUANCE OF SERIES 19 BOND


3.1	Issuance of Series 19 Bond

The Series 19 Bond in the principal amount of Two Hundred and Fifty Million Dollars ($250,000,000) in lawful money of Canada shall be executed by the Issuer and delivered to the Trustee. The Series 19 Bond shall thereupon be authenticated by the Trustee, registered in the name of the holder as may be specified in a Written Order of the Issuer and returned by the Trustee to the Issuer for delivery to the holder in accordance with the Bond Delivery Agreement without any further action and formality on the part of the Issuer but nevertheless only upon satisfaction of the conditions precedent set forth in Section 2.4 of the Master Indenture.

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3.2	Cancellation of Series 5 Bond

The parties hereto confirm that upon the issuance of the Series 19 Bond, the Series 5 Bond (dated as of May 10, 2002) shall be cancelled.

ARTICLE 4

CONFIRMATION OF MASTER INDENTURE


4.1	Confirmation of Master Indenture

The Master Indenture, as supplemented to the date hereof and as further supplemented by this Nineteenth Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

ARTICLE 5

FOR BENEFIT OF SERIES 19 BOND


5.1	Benefit of Indenture

The Issuer and the Trustee confirm that all of the provisions of this Nineteenth Supplemental Indenture are for the benefit of the holder of the Series 19 Bond as long as such Series 19 Bond remains outstanding.

ARTICLE 6

ACCEPTANCE OF TRUST BY TRUSTEE


6.1	Acceptance by Trustee

The Trustee hereby accepts the trusts in this Nineteenth Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 7

EXECUTION


7.1	Counterparts

This Nineteenth Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.


7.2	Formal Date

For purposes of convenience, this Nineteenth Supplemental Indenture may be referred to as bearing a formal date of October 24, 2014 irrespective of the actual date of the execution thereof.


7.3	Acknowledgement

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limited partner has contributed or agreed to contribute to its capital and such limited partner’s pro rata share of any undistributed income.


7.4	Governing Law

This Nineteenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

[Signature page follows]

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IN WITNESS WHEREOF the parties hereto have duly executed this Nineteenth Supplemental Indenture under the hands of their proper officers in that behalf.



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


By:
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



ALTALINK MANAGEMENT LTD.


By:
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



		BNY TRUST COMPANY OF CANADA


		By:
			Name:
			Title:

		By:
			Name:
			Title:

Signature Page to Nineteenth Supplemental Indenture

SCHEDULE “A”

SERIES 19 BOND

ALTALINK, L.P.
a limited partnership formed under
the laws of Alberta

Series 19 Bond Cdn. $250,000,000

ALTALINK, L.P. CAPITAL MARKETS PLATFORM BOND

ALTALINK, L.P. (together with its successors and permitted assigns, the “ Issuer ”) for value received hereby acknowledges that it is indebted to and promises to pay to the registered holder hereof upon demand the sum of Two Hundred and Fifty Million Dollars ($250,000,000.00), in lawful money of Canada at the office of the BNY Trust Company of Canada (together with its successors and permitted assigns, the “ Trustee ”) in the City of Toronto, Ontario, Canada and to pay interest thereon in accordance with the Credit Agreement, such interest to accrue from the date hereof, or in the case of any amounts in default from the date of default, at the applicable rates of interest per annum as set out in Section 2.4 of the Nineteenth Supplemental Indenture (defined below), as well after as before demand, default and judgment with interest on any such interest overdue at the same rate in like money at the same place and on demand.

This Series 19 Bond is one of a duly authorized series of AltaLink, L.P. Capital Markets Platform Bonds, issued and to be issued under an amended and restated master trust indenture (as supplemented, amended, restated, renewed or amended and restated from time to time, the “ Master Indenture ”) made as of April 28, 2003 among the Issuer, the General Partner and the Trustee, as supplemented by the nineteenth supplemental indenture dated as of October 24, 2014 (as supplemented, amended, restated, renewed or amended and restated from time to time, the “ Nineteenth Supplemental Indenture ”) between the same parties as each may be amended, supplemented or otherwise modified from time to time.

Terms used in this Series 19 Bond which are defined in the Master Indenture or the Nineteenth Supplemental Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture or the Nineteenth Supplemental Indenture, as applicable.

Reference is hereby made to the provisions of the Master Indenture (including, without limitation, Section 2.8 thereof) and, where applicable, the Nineteenth Supplemental Indenture and the Bond Delivery Agreement, as to the rights of the holder of this Series 19 Bond, the rights of the holders of the AltaLink, L.P. Capital Markets Platform Bonds issued and to be issued under the Master Indenture and of the Issuer and of the Trustee in respect thereof and the terms and conditions upon which this Series 19 Bond and the AltaLink, L.P. Capital Markets Platform Bonds are issued or may hereafter be issued, all to the same effect as if the provisions of the Master Indenture and, where applicable, the Nineteenth Supplemental Indenture and the Bond Delivery Agreement, were herein set forth, to all of which provisions, terms and conditions the holder of this Series 19 Bond agrees by acceptance hereof.

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This Series 19 Bond shall be transferable only in accordance with the provisions, terms and conditions of the Master Indenture and the Nineteenth Supplemental Indenture. No transfer of this Series 19 Bond shall be valid unless made on the register kept by and at the office of the Trustee in the City of Toronto, Ontario pursuant to the provisions of the Master Indenture.

This Series 19 Bond shall not be entitled to any right or benefit under the Master Indenture or the Nineteenth Supplemental Indenture nor shall it be valid or obligatory for any purpose until a certificate of authentication in respect of this Series 19 Bond is duly executed by the Trustee.

IN WITNESS WHEREOF the Issuer has duly executed this Series 19 Bond as of this 24th day of October, 2014.



THIS SERIES 19 BOND IS SUBJECT TO THE TERMS AND CONDITIONS OF A BOND DELIVERY AGREEMENT DATED AS OF OCTOBER 24, 2014 BETWEEN ALTALINK MANAGEMENT LTD., AS GENERAL PARTNER OF ALTALINK MANAGEMENT LTD. AND THE BANK OF NOVA SCOTIA, AS AGENT, MADE IN ACCORDANCE WITH SECTION 2.8 OF THE MASTER INDENTURE	ALTALINK MANAGEMENT LTD., as general partner of ALTALINK, L.P.


	By:
		Name:	Joe Bronneberg
		Title:	Executive Vice President and CFO

	By:
		Name:	Christopher J. Lomore
		Title:	Vice President, Treasurer

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TRUSTEE’S CERTIFICATE

This AltaLink, L.P. Capital Markets Platform Bond is one of the Bonds referred to in the Master Indenture within mentioned and is the Series 19 Bond issued under the Nineteenth Supplemental Indenture within mentioned.



		BNY TRUST COMPANY OF CANADA, as Trustee


		By:
			Authorized Signing Officer

		By:
			Authorized Signing Officer

(Form of Registration Panel)

(No writing hereon except by the Trustee or other registrar)



DATE OF REGISTRATION	IN WHOSE NAME REGISTERED	TRUSTEE (OR REGISTRAR)
October 24, 2014	The Bank of Nova Scotia, as Agent

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SCHEDULE “B”

BOND DELIVERY AGREEMENT

THIS AGREEMENT made as of the 24th day of October, 2014.

BETWEEN:

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

(hereinafter called the “ Issuer ”)

- and -

ALTALINK MANAGEMENT LTD.

(hereinafter called the “ General Partner ”)

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THE BANK OF NOVA SCOTIA , in its capacity as agent for the lenders under the Credit Agreement (as defined below)

(hereinafter called the “ Agent ”)

AND WHEREAS the Issuer, the General Partner, the Agent and the Lenders (as defined in the Credit Agreement) are parties to a second amended and restated credit agreement dated as of December 19, 2013 as amended by an amending agreement dated as of October 24, 2014 (such agreement and all letters of credit issued and related documents entered into pursuant thereto, as amended, supplemented, restated, renewed or amended and restated from time to time being hereinafter collectively referred to as the “ Credit Agreement ”);

AND WHEREAS pursuant to the Nineteenth Supplemental Indenture dated as of the date hereof among the Issuer, the General Partner and the Trustee (as amended, supplemented, restated, renewed or amended and restated from time to time, the “ Nineteenth Supplemental Indenture ”), the Issuer created and issued the Series 19 Bond;

AND WHEREAS pursuant to the Master Indenture and the Nineteenth Supplemental Indenture, the Issuer executed and delivered the Series 19 Bond to and in favour of the Agent;

AND WHEREAS the parties hereto are entering into this Agreement for the purpose of delivering the Series 19 Bond to the Agent on the terms and conditions of this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises, the covenants and agreements herein contained, the parties hereto agree as follows:

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ARTICLE 1

DEFINITIONS


1.1	Interpretation

All capitalized terms used herein shall, unless otherwise indicated, have the respective meanings ascribed to them in the Master Indenture or the Nineteenth Supplemental Indenture. In this Agreement, the following terms shall have the respective meanings indicated below:

“ Series 19 Bond ” means the Series 19 Capital Markets Platform Bond in the principal amount of Two Hundred and Fifty Million Dollars ($250,000,000) issued by the Issuer pursuant to the Master Indenture and the Nineteenth Supplemental Indenture and duly authenticated by the Trustee as required by the Master Indenture.


1.2	Headings

The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.


1.3	References to Articles and Sections

ARTICLE 2

DEALINGS WITH SERIES 19 BOND


2.1	Delivery of Series 19 Bond

The Issuer hereby delivers the Series 19 Bond to the Agent to be held by the Agent as continuing collateral security for the Obligations of the Issuer (as defined in the Nineteenth Supplemental Indenture).


2.2	Realization

The Agent is hereby authorized, upon the occurrence of an Event of Default under the Credit Agreement and for so long as such Event of Default continues, to demand payment, in accordance with the Credit Agreement, of the Series 19 Bond without notice to, consent of or control by the Issuer. Notwithstanding that the Series 19 Bond is expressed to be payable on demand, the Agent shall have no right to and shall not demand payment unless or until an Event of Default under the Credit Agreement shall have occurred and be continuing. No payment of principal on account of any of the Obligations of the Issuer shall reduce the principal amount of the Series 19 Bond. Notwithstanding the principal amount of the Series 19 Bond, or the rate of interest expressed to be payable thereon, or that the Series 19 Bond is expressed to be payable on demand, the Series 19 Bond shall constitute a liability of the Issuer to the Agent only to the extent of the lesser of (i) the Obligations of the Issuer outstanding at the time of calculation, and (ii) the principal amount of the Series 19 Bond and interest accrued thereon, and such liability shall be payable only in accordance with the payment provisions of the Credit Agreement.

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2.3	Application of Proceeds

All proceeds of the Series 19 Bond including, without limitation, any distributions in respect thereof by the Agent, shall be applied on account of the Obligations of the Issuer in accordance with the Credit Agreement without prejudice to any claim on the Issuer for any deficiency.


2.4	Cancellation

Upon full, final and irrevocable satisfaction of the Obligations of the Issuer, the Agent shall, at the request and expense of the Issuer, deliver the Series 19 Bond to the Trustee for cancellation.


2.5	Transfer

The Series 19 Bond shall not be transferable or negotiable except to a successor of the Agent pursuant to the Credit Agreement.

ARTICLE 3

MISCELLANEOUS


3.1	Satisfaction of Obligations

The Series 19 Bond shall not be considered as satisfied, discharged or redeemed by any intermediate payment or satisfaction of the whole or any part of the Obligations of the Issuer or by reason of the account of the Issuer having ceased to be in debit.


3.2	Voting

Notwithstanding the principal amount of the Series 19 Bond, the holder of the Series 19 Bond shall only be entitled to that number of votes at any meeting of Bondholders or in respect of any Special Bondholders’ Resolution, Extraordinary Resolution or Majority Resolution to which would be entitled the holder of an Obligation Bond in a principal amount equal to the lesser of (i) the outstanding Obligations of the Issuer at the time of calculation, and (ii) the principal amount of the Series 19 Bond and interest accrued thereon. All of the rights of the holders of the Series 19 Bond may be divisible with respect to the entire Obligations of the Issuer, provided that such rights, other than voting rights, may only be exercised by the Agent or its agent and that voting rights relating to the Series 19 Bond may only be exercised by the Agent or any Person or Persons duly appointed as proxy for voting the Series 19 Bond.


3.3	No Merger

The Series 19 Bond shall not operate to merge any of the Obligations of the Issuer and no judgment recovered by or on behalf of the Agent shall operate to merge or in any way affect the security constituted by the Series 19 Bond, which is in addition to and not in substitution for any other security now or hereafter held by the Agent or the Trustee.


3.4	Amendments

The Issuer shall not amend, modify or supplement the provisions of the Series 19 Bond or any other delivery agreement relating to any other series of bond issued pursuant to the Master Indenture

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except as provided in the Master Indenture. No amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. Nothing contained herein, in the Series 19 Bond, in the Master Indenture or in the Nineteenth Supplemental Indenture shall amend, modify, vary or otherwise change the rights of the Agent under the Credit Agreement, or the Obligations of the Issuer, or shall limit the rights of the Agent under or in respect of such Obligations.


3.5	Legend

Upon the delivery of the Series 19 Bond pursuant to Section 2.1 hereof, the Series 19 Bond shall have the following legend conspicuously noted thereon:

‘“This Series 19 Bond is subject to the terms and conditions of a bond delivery agreement dated as of October 24, 2014 between AltaLink Management Ltd. as general partner of AltaLink, L.P., AltaLink Management Ltd. and The Bank of Nova Scotia, as Agent made in accordance with Section 2.8 of the Master Indenture.”

Any Bond issued under the Master Indenture in substitution for or in replacement of the Series 19 Bond shall have conspicuously noted thereon the legend referred to in this Section 3.5.


3.6	Enurement

The provisions hereof shall be binding upon and shall enure to the benefit of the Issuer and the Agent under the Credit Agreement and their respective permitted successors and assigns.


3.7	Further Assurances

The Issuer shall forthwith and from time to time on demand, execute and do or cause to be executed or done all assurances and things which in the opinion of the Agent may be necessary or of advantage to give the Agent so far as may be possible under any applicable law the benefit of the Series 19 Bond, the Nineteenth Supplemental Indenture and the Master Indenture to secure the payment and performance of the Obligations of the Issuer.


3.8	Currency

Except where otherwise expressly provided in the Credit Agreement, all amounts in this Agreement are stated and shall be paid in Canadian currency.


3.9	Gender and Number

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.


3.10	Invalidity of Provisions

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3.11	No Waiver

No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement or constitute a continuing waiver unless otherwise expressly provided.


3.12	Governing Law, Attornment


3.13	Acknowledgment

[Signature page follows]

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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date above written.



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


By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



ALTALINK MANAGEMENT LTD.


By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



BNY Trust Company of Canada


By:	/s/ J. Steven Broude
	Name:	J. Steven Broude
	Title:	Authorized Signatory

By:
	Name:
	Title:

Signature Page to Nineteenth Supplemental Indenture

EXHIBIT 10.9

Berkshire Hathaway Energy Company

LONG-TERM INCENTIVE PARTNERSHIP PLAN

As Amended and Restated January 1, 2014

PLAN DOCUMENT

BERKSHIRE HATHAWAY ENERGY COMPANY

LONG-TERM INCENTIVE PARTNERSHIP PLAN

ARTICLE I – PURPOSE AND EFFECTIVE DATE

1.1

Purpose . The purpose of this Long-Term Incentive Partnership Plan (the "Plan") is to permit a select group of management employees of Berkshire Hathaway Energy Company and its subsidiaries to share in significant increases in the value of the Company realized through the efforts of these individuals. It is intended that the Plan, by providing this award and deferral opportunity (U.S. only), will assist the Company in retaining and attracting individuals of exceptional ability and will act as an incentive to align their interests with those of the Company. For purposes of Internal Revenue Code Section 409A, Incentive Accounts are considered to be part of a non-elective account balance plan type and Deferral Accounts are considered to be part of an elective account balance plan type.


1.2	Effective Date . The Plan was effective as of March 14, 2000, and has been subsequently restated as of January 1, 2003, January 1, 2004, and January 1, 2007, with the current restated Plan effective January 1, 2014.

ARTICLE II – DEFINITIONS

For the purpose of the Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1

Base Salary . "Base Salary" means the annual base salary rate payable to a Participant effective January 1 (or the date of hire, if later) of the calendar year for a particular Award Year. For purposes of the Plan, Base Salary shall be calculated before reduction for any amounts deferred by the Participant pursuant to the Company’s tax qualified plans which may be maintained under Section 401(k) or Section 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or pursuant to the Company’s Executive Voluntary Deferred Compensation Plan or any other non-qualified plan which permits the voluntary deferral of compensation. Inclusion of any forms of compensation other than such "wages" and deferred "wages" is subject to approval of the Chairman, CEO and President.


2.2	Beneficiary . "Beneficiary" means the person, persons or entity, as designated by the Participant, entitled under Article VIII to receive any Plan benefits payable after the Participant’s death.


2.3	Board . "Board" means the Board of Directors of the Company or any duly authorized committee.


2.4	Chairman, CEO and President . "Chairman, CEO and President" mean the person serving in the roles of Chairman, CEO and President of Berkshire Hathaway Energy Company.

2.5

Company . "Company" means Berkshire Hathaway Energy Company, a Des Moines, Iowa based entity, and any directly or indirectly affiliated subsidiary entities, any other affiliate designated by the Board, or any predecessor or successor to the business of any thereof. However, with respect to all matters involving administration of the Plan, including the authority to amend and terminate the Plan, Company shall mean Berkshire Hathaway Energy Company. With respect to the obligation to make payments to any Participant under the Plan, Company shall mean Berkshire Hathaway Energy Company and the Company who employs the Participant, but not any other Company. For purposes of determining whether there has been a Separation from Service with the Company, Company means all entities with whom the Company would be considered a single employer under Code Sections 414 (b) and (c).


2.6	Determination Date . "Determination Date" means every day of the year.

2.7

Disability . "Disability" means a condition of a Participant who by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months: (i) is unable to engage in any substantial gainful activity; or (ii) is receiving income replacement benefits for a period of not less than 3 months under a long term disability plan covering employees of the Company.


2.8	Incentive Account(s) . "Incentive Account(s)" means the account or accounts maintained on the books of the Company with respect to each Incentive Award and used solely to calculate the amount which may be payable to each Participant under the Plan and shall not constitute a separate fund of assets. Participants may have more than one Incentive Account maintained on their behalf.

2.9

Incentive Award(s) . "Incentive Award(s)" means the award determined and allocated under the terms of the Plan. Each Incentive Award(s) shall be designated by the year to which the award relates (the "Award Year") even though the value of the award may be determined and credited to a Participant’s Incentive Account in a subsequent year. An example: The Year 2014 Incentive Award may relate to the performance of the Company over the calendar year 2014 (the Award Year), even though the Incentive Award will only be determinable in 2015.

2.10

Interest . "Interest" means the amount credited to each Participant’s Incentive Account(s) on each Determination Date. The Company shall select investment funds or benchmarks (which shall be published indices, mutual funds or exchange traded funds which have ticker symbols, trade on an established exchange and can be valued on a daily basis) from which a Participant may direct the investment of his or her Incentive Account(s). Each Incentive Account may be invested independently from the Participant’s other Incentive Accounts. Investment elections by a Participant may be made only once per calendar year during a time period announced by the Company. Such time period will be communicated to Participants early in each calendar year. No investment election changes will be permitted until the investment election time period in the following calendar year. If a Participant fails to make an investment election during the applicable time period, the investment for the Incentive Account announced for the immediate prior calendar year will default to the most conservative investment fund as selected by the Company, and the investment of all other Incentive Accounts of the Participant, if any, shall be based on the Participant’s most recent investment election for those Incentive Accounts (and the default shall apply to all Incentive Awards if a Participant fails to make an investment election when the individual directed investment program is first implemented). Such credits to a Participant’s Incentive Account(s) may be either positive or negative to reflect the increase or decrease in value of the Incentive Account(s) in accordance with the provisions of this Plan. The Incentive Awards and any Interest credited to the Incentive Account(s) of a Participant are bookkeeping entries only and the Participant shall not have any right to distribution of or ownership interest in any investment vehicle chosen for the crediting of Interest to the Incentive Account(s).


2.11	Net Income . "Net Income" means the definition as applied under Generally Accepted Accounting Principles. The Chairman, CEO and President may adjust Net Income for extraordinary and non-recurring events, when appropriate.

2.12

Participant . "Participant" means any employee who is eligible, pursuant to Article III, below, to participate in this Plan, and who has been so notified by the Chairman, CEO and President. Such employee shall remain a Participant in this Plan for any award that has been made until such time as all benefits payable for that specific Award Year have been paid in accordance with the provisions hereof. A Participant may have an Incentive Account(s) or a Deferred Account and not be chosen to participate in a subsequent Award Year.


2.13	Plan . "Plan" means this Long-Term Incentive Partnership Plan as amended from time to time.


2.14	Retirement and Retirement Age . "Retirement" means termination of employment with the Company after attaining age fifty-five (55) and "Retirement Age" means age fifty-five (55).


2.15	Separation from Service. "Separation from Service" or "Separates from Service" means a Participant’s termination of employment with the Company or as otherwise defined in Applicable Guidance (see Section 7.1(a)).


2.16	Vest or Vested . "Vest" or "Vested" means deferred compensation which is not subject to a Substantial Risk of Forfeiture (as defined in Applicable Guidance) or to a requirement to perform further services for the Employer.

ARTICLE III – ELIGIBILITY AND PARTICIPATION


3.1	Eligibility . Eligibility to participate in the Plan shall be limited to those select key employees of the Company who are designated by the Chairman, CEO and President from time to time. The Chairman, CEO and President of the Company shall not be a Participant in the Plan.


3.2	Participation . An employee’s participation in the Plan for any Award Year shall be effective upon notification to the employee by the Chairman, CEO and President or his designee.

ARTICLE IV – INCENTIVE AWARD

4.1

Annual Award . Prior to or during each Award Year, the Chairman, CEO and President shall determine whether an Incentive Award shall be available for such Award Year. If an Incentive Award is made available, the Chairman, CEO and President will establish the award categories based upon Net Income target goals and/or such other criteria, as he deems appropriate for the Award Year (including, but not limited to customer satisfaction, operational excellence, financial, safety, environmental, regulatory integrity, and risk management goals, and any individual goals specified for a particular Participant).

4.2

Allocation of Award . The Chairman, CEO and President shall determine the amount of the target Incentive Award for which each Participant shall be eligible for the Award Year (if the established goals are met for an Award Year), usually expressed as a percentage of the Participant’s Base Salary. The value of a Participant’s Incentive Award for any single Award Year shall not exceed one hundred percent (100%) of the Participant’s Base Salary for that Award Year, unless such limit is waived by the Chairman, CEO and President with respect to a Participant.


4.3	Determination of Annual Awards . The value of any Incentive Award shall be determined by the Chairman, CEO and President as soon as practical after the close of the Award Year, but in no event shall the value of the Award be determined later than March 1 ^st of the year following the Award Year.

4.4

Reduction of Awards . The Chairman, CEO and President may, in his sole discretion, establish certain criteria that must be met for an Incentive Award to be awarded in full. These criteria may include the achievement of certain customer satisfaction, operational excellence, financial, safety, environmental, regulatory integrity or risk management goals or other goals (whether Company or individual) established by the Chairman, CEO and President. The determination of whether any applicable goals have been achieved with respect to an Incentive Award shall be determined by the Chairman, CEO and President, as of the time that the dollar value of that Incentive Award is determined in Section 4.3 above. If any such goal is not met, the Chairman, CEO and President may reduce the Incentive Award by an amount as he determines in his sole discretion. In addition, with respect to an individual Participant and a particular Award Year, the Chairman, CEO and President may determine that the Participant will not receive an Incentive Award for such Award Year regardless of whether the Participant has received an Incentive Award in a prior Award Year or made a deferral election for such Award Year.


4.5	Supplemental Awards . The Chairman, CEO and President may, in his sole discretion, make a supplemental award (a "Supplemental Award") to any Participant for an Award Year separate and apart from the Incentive Award. Such Supplemental Award shall be credited and be subject to the same terms and conditions as an Incentive Award for the Award Year.

ARTICLE V – INCENTIVE ACCOUNT(S)

5.1

Accounts . The Company shall maintain a separate bookkeeping account on behalf of each Participant in the Plan for each Incentive Award. The value of any Incentive Award allocated to each Participant plus any Interest earned thereon shall be added to such Participant’s Incentive Account for the applicable Award Year. Any distribution attributable to an Incentive Account shall reduce the Incentive Account as of the date of distribution. These Incentive Accounts shall be used solely to calculate the amount payable to each Participant under the Plan and shall not constitute a separate fund of assets.

5.2

Timing of Credits . The value of a Participant’s Incentive Award for an Award Year shall be credited to a Participant’s Incentive Account for such Award Year as of the day determined by the Chairman, CEO and President, but in no event shall the date be later than March 1 ^st of the year following the Award Year. Each Incentive Account shall be increased or decreased by the Interest credited on each Determination Date as though the balance of that Incentive Account as of the date the Incentive Award is credited to a Participant’s Incentive Account had been invested as provided in Section 2.10. Any distributions to a Participant shall reduce the Participant’s Incentive Account(s) as of the date of such distribution.

5.3

Vesting of Accounts . Each Participant shall be twenty-five percent (25%) Vested in his or her Incentive Account on December 31 ^st of the Award Year and an additional twenty-five percent (25%) on December 31 of each subsequent year; provided, however, for the 2014 Award Year, such vesting rate shall be twenty percent (20%) per year rather than twenty-five percent (25%). Participants must be employed on December 31 ^st to Vest for the year. The Chairman, CEO and President may accelerate Vesting (but not accelerate payment), or may establish criteria with respect to a Participant (in addition to the passage of time) before Vesting will occur with respect to any Incentive Award; provided, however, that any portion of an Incentive Award that has already Vested with the passage of time shall not be subject to any such additional vesting criteria, and provided further that no additional vesting criteria shall postpone the date of payment of the Incentive Award as provided under Section 6.1. The Participant shall be considered to be one hundred percent (100%) Vested in the event of termination of service as a result of a Disability or death.


5.4	Statement of Accounts . The Company shall give to each Participant a statement showing the balances in the Participant’s Incentive Account(s) no less frequently than on an annual basis.

ARTICLE VI – PLAN BENEFITS

6.1

Normal Benefit . The balance of each Participant’s Incentive Account(s) shall be paid as soon as administratively feasible following the end of the third year following the Award Year, but in any event no later than two and one-half (2 ½) months following the end of such third year; provided, however, for the 2014 Award Year, such payment timing shall be following the end of the fourth year following the Award Year. Unless deferred pursuant to Section 6.3 below, such amount shall be paid in a lump sum based upon the value of the Incentive Account as of December 31 immediately prior to the payment date (or the value as of the immediately preceding business day prior to December 31 if December 31 is not a business day).

6.2

Early Termination Benefit . In the event that a Participant Separates from Service with the Company prior to the end of the third year following the end of an Award Year (or prior to the end of the fourth year following the end of the 2014 Award Year), the Participant shall receive the Vested portion of the Incentive Account(s) as of the most recent Determination Date preceding the date of payment, payable in a lump sum; provided, however, that if the Participant has a deferral election on file with respect to an Incentive Account pursuant to Article VII, and incurs a Separation from Service after reaching Retirement Age, payment of the Vested amount of any Incentive Account shall be governed by Article VII with respect to the deferral election made by the Participant. If paid in a lump sum, the amount shall be paid as soon as administratively feasible after the Separation from Service, but in no event later than two and one-half (2 ½) months following the date of Separation from Service. In addition, the provisions of Section 7.2(A) shall apply to distributions under this Section 6.2.

6.3

Deferred Benefit (U.S. only) . With respect to any Incentive Award, the Participant may elect, in a manner acceptable to the Company, to defer the receipt of all or a portion of the value of the Incentive Account due under this Plan by filing an election to do so before the beginning of the Award Year relating to the Incentive Award to be deferred. Any deferral election filed after the start of an Award Year must meet the requirements of Section 7.4(B) (Changes to Payment Election).

The portion of the Incentive Account previously elected to be deferred shall be transferred as of the last day of the third year following the end of the Award Year (or as of the last day of the fourth year following the end of the 2014 Award Year) to a Deferred Account (or as soon as administratively feasible following Separation from Service if an appropriate deferral election has previously been made) and shall thereafter be subject to the terms and conditions of Article VII herein (any portion not previously elected to be deferred shall be paid pursuant to the provisions of Section 6.1 above);


b)	Such an election shall comply with the provisions of Section 7.4(A) and shall only permit the deferral of benefits otherwise payable under Section 6.1 above, and the limited circumstance set forth in Section 6.2 in the event of Retirement; and

Such an election shall completely satisfy and discharge all obligations on the part of the Company to the Participant (and the Participant’s Beneficiary) with respect to such Incentive Account, and the Participant’s (and Participant’s Beneficiary’s) rights under the Plan with respect to such Incentive Account shall terminate and shall be governed by the provisions of the Plan dealing with Deferred Accounts.

An example: A Participant may elect to defer the receipt of his 2015 Incentive Award by filing an election to do so prior to December 31, 2014. If such election is in a form acceptable to the Company, the balance of the Vested portion of the 2015 Incentive Account as of December 31, 2018, shall be transferred to a Deferred Account for the Participant as of that date.

6.4

Death Benefit . In the event of the death of a Participant prior to payment of any Incentive Account(s), the Participant’s Beneficiary shall receive the value of the Incentive Account(s) determined as of the date of death. Such amounts shall be paid in a lump sum as soon as administratively feasible after the death of the Participant, but in no event later than two and one-half (2 ½) months following the date of the Participant’s death.

6.5

Withholding and Payroll Taxes . The Company that employs the Participant at the time of payment shall withhold from any payment made pursuant to the Plan, from an Incentive Account, any taxes required to be withheld from such payments under law. A Beneficiary, however, may elect not to have withholding of federal income tax pursuant to Section 3405(a)(2) of the Code, or any successor provision thereto (U.S. only). If FICA/Medicare taxes are due with respect to all or a portion of an Incentive Account prior to payment from the account, the Participant shall make arrangements satisfactory to the Company for payment of the Participant’s share of such taxes, which may include withholding of such taxes from other regular pay of the Participant.

6.6

Payment to Guardian . If a Plan benefit is payable to a minor, a person declared incompetent or a person incapable of handling the disposition of the property, the Company may direct payment to the guardian, legal representative or person having the care and custody of such minor or person. The Company may require proof of incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution. Such distribution shall completely discharge the Company from all liability with respect to such benefit.


6.7	Effect of Payment . The full payment of the applicable benefit under this Article VI shall completely discharge all obligations on the part of the Company to the Participant (and the Participant’s Beneficiary) with respect to the Incentive Account(s), and the Participant’s (and Participant’s Beneficiary’s) rights under the Plan with respect to the Incentive Account(s) shall terminate.

ARTICLE VII – DEFERRED BENEFIT


7.1	Definitions . For the purposes of this Article VII, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise.

a) " Applicable Guidance" means Treasury Regulations issued pursuant to Code §409A or other written Treasury or IRS guidance regarding Code §409A.

b) " Deferred Account" means the account established under the Plan for each Participant who elects to defer receipt of benefits under Section 6.3. A Deferred Account shall consist of subaccounts as selected by the Participant, which may be a Retirement Account and an In-Service Account. The Deferred Account is 100% Vested.

c) " Earnings" means the notional earnings, gains and losses applicable to a Participant’s Deferred Account as described in Section 7.7.

d) " Separation From Service" means a Participant’s termination of employment with the Company or as otherwise defined in Applicable Guidance.

e) " Specified Employee" means a Participant who is described in Code §416(i), disregarding paragraph (5) thereof. However, a Participant is not a Specified Employee unless any stock of the Company (or of a member of the same group of controlled entities as Company) is publicly traded on an established securities market or otherwise.

f) " Specified Time or Pursuant to a Fixed Schedule" means a specific time or schedule (but not the occurrence of an event) as a Participant payment election may specify, and otherwise as described in Applicable Guidance.

g) " Unforeseeable Emergency" means: (i) a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse or a dependent (as defined in Code §152(a)) of the Participant; (ii) loss of the Participant’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. The amount of the distribution may not exceed the amount necessary to satisfy the Unforeseeable Emergency plus taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the hardship may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship.

7.2

Separation from Service or Death . The Company will pay to the Participant the balance held in the Participant’s Deferred Account following the earlier of the Participant’s Separation from Service or death. Payment will commence at the time and payment will be made in the form and method specified under Section 7.4. In the event of the Participant’s death, the Plan will pay to the Participant’s Beneficiary the Participant’s Deferred Account balance or any remaining amount thereof if benefits to the Participant already have commenced, in accordance with the Participant’s election.

(A) Distribution to Specified Employees . Notwithstanding anything to the contrary in the Plan or in a Participant payment election, the Company may not distribute to a Specified Employee, based on Separation from Service, earlier than 6 months following Separation from Service (or if earlier, upon the Specified Employee’s death).

7.3

Other Payment Events. In addition to the payment events under Section 7.2, the Company will pay to a Participant all or any part of the Participant’s Deferred Account: (i) at a Specified Time or Pursuant to a Fixed Schedule elected by the Participant with respect to an In-Service subaccount; or (ii) based upon an Unforeseeable Emergency. Payment will commence at the time and payment will be made in the form and method specified under Section 7.4.

7.4

Form, Timing and Method/Payment Election. All distributions will be in cash. Subject to the provisions of this paragraph, a Participant shall make an initial payment election as to the method of payment under Section 7.4(A) and may make a change to an election under Section 7.4(B). If no election to defer payment of an Award has been made by the deadline as set forth in Section 6.3, the timing and method of payment for an Award as set forth in Section 6.1, 6.2 and 6.4 shall be deemed to be the Participant’s initial deferral election for purposes of a change to an election under Section 7.4(B). Until the Company completely distributes a Participant’s Deferred Account, the Plan will continue to credit the Participant’s Deferred Account with Earnings, in accordance with Section 7.7. Except as provided below, a Participant may elect either a lump sum payment or substantially equal annual installments (not to exceed 10) with respect to a Retirement subaccount and an In-Service subaccount. If no election is made as to method, payment shall be made in a lump sum. If no election is made with respect to an In-Service subaccount as to a specified time to begin payments, the date of the regularly scheduled payment for an Incentive Account shall be deemed to be the date to begin payments. Distributions from a Retirement subaccount as a result of Separation from Service after Retirement Age shall be made (or commence) in January following the calendar year in which Separation from Service occurs. Except as provided below, payments from an In-Service subaccount shall commence as soon as administratively feasible following the date selected

by the Participant. If Separation from Service occurs after Retirement Age and before commencement of distribution from an In-Service subaccount, the In-Service subaccount shall be added to the Retirement subaccount and distributed accordingly. Distributions from an In-Service subaccount or a Retirement subaccount, when a Separation from Service occurs prior to Retirement Age (including death prior to Retirement Age), shall be made as soon as administratively feasible following the date of Separation from Service (or death) and shall be made in a lump sum payment (except that payments from the remaining account balance in an In-Service subaccount, where payments have already commenced prior to Separation from Service, shall continue to be made under the schedule then in effect). Payments made because of Unforeseeable Emergency shall be made (or commence) as soon as administratively feasible following such event. In the event of death after attaining Retirement Age or after payments from a Deferred Account have begun, a lump sum payment to the Beneficiary shall be made as soon as administratively feasible after date of death if the Participant had previously elected a lump sum distribution to the Beneficiary pursuant to Section 7.4(A) (initial payment election) or pursuant to Section 7.4(B)(1) (change to payment election). Disability shall not be treated as a distribution event if Separation from Service has not occurred.

(A) Initial Payment Election . A Participant, as to an In-Service subaccount shall make an initial payment election with respect to a Specified Time or Pursuant to a Fixed Schedule at the time of the Participant’s first deferred benefit election into such subaccount. As to a Retirement subaccount, a Participant shall make an initial payment election as to a method of payment (Fixed Schedule) at the time of his or her first deferred benefit election into such subaccount (the Specified Time being a date following Separation of Service as provided in Section 7.4 above). A Participant shall make any permissible initial payment election on a form the Company provides for that purpose. At the time of any such first deferred benefit election into any subaccount in his or her Deferred Account, a Participant may elect to have a lump sum payment made to his or her Beneficiary in lieu of the form of payment that otherwise has been selected for payout during the Participant’s life.

(B) Changes to Payment Election . A Participant may change the Participant’s initial payment election (or change election) as to any subaccount in his or her Deferred Account, including any Plan default payment applicable in the absence of an election. Any such change election must comply with this Section 7.4(B). A Participant must make any change election on a form the Company provides for such purpose.

(1) Conditions on Changes to Payment Elections. Any Participant change election: (i) may not take effect until at least 12 months following the date of the change election; (ii) must result in the first payment under the change election being made not earlier than 5 years following the date upon which the originally-elected payment would have been made (except if payment is on account of death, or Unforeseeable Emergency); and (iii) if the change election relates to a Participant’s previous election of a Specified Time or Pursuant to a Fixed Schedule, the Participant must make the change election not less than 12 months prior to the date of the first scheduled payment under the election being changed (or, in the case of installment payments treated as a single payment, 12 months prior to the date the first amount was scheduled to be paid).

(2) Definition of "Payment." Except as otherwise provided in Section 7.4(B)(3), a "payment" for purposes of applying Section 7.4(B)(1) is each separately identified amount the Company is obligated to pay to a Participant on a determinable date and includes amounts paid for the benefit of the Participant. An amount is "separately identified" only if the Company can objectively determine the amount.

(3) Installment Payments. As set forth in Applicable Guidance, and for purposes of making a change to a payment election under this Section 7.4(B), a series of installment payments will be treated as a single payment. For purposes of this Section 7.4(B)(3), a "series of installment payments" means payment of a series of substantially equal periodic amounts to be paid over a predetermined number of years, except to the extent that any increase in the payment amounts reflects reasonable Earnings through the date of payment.

(4) Coordination with Anti-Acceleration Rule. In applying Section 7.4(C), "payment" means as described in Sections 7.4(B)(2) and (3). A Participant under a change payment election may change the form of payment to a more rapid schedule (including a change from installments to a lump-sum payment) without violating Section 7.4(C), provided any such change remains subject to the change payment election provisions under this Section 7.4(B). Accordingly, if the Participant’s payment change election modifies the payment method from installments to a lump-sum payment, a payment change election must satisfy Section 7.4(B)(1) measured from the first installment payment. If a payment change election only modifies the timing of an installment payment, the payment change election must apply to each installment and must satisfy Section 7.4(B) measured from each installment payment.

(C) No Acceleration . Neither the Company nor the Participant may accelerate the time or schedule of any payment under the Plan except as Applicable Guidance may permit. For this purpose, the following are not an acceleration: (i) a payment required under a domestic relations order under Code §414(p)(1)(B); (ii) a payment required under a certificate of divestiture under Code §1043(b)(2); or (iii) a payment to pay the FICA tax (and income tax withholding related to the FICA) on the deferred compensation.

(D) Cash-Out Upon Separation . Notwithstanding a Participant’s payment election or any contrary Plan terms, the Company will distribute in a single cash payment the entire Deferred Account of a Participant who has incurred a Separation from Service where the Participant’s Deferred Account balance does not exceed $10,000. The Company will make any payment under this Section as soon as administratively feasible following Separation from Service.

7.5

Withholding of Income Tax. The Company that employs the Participant at the time of payment or employed the Participant immediately prior to a Separation from Service (with the Company including such payment on a Form W-2 issued by the Company to the Participant) will withhold from any payment made under the Plan from a Deferred Account and from any amount taxable under Code §409A, all applicable taxes, and any and all other amounts required to be withheld under federal, state or local law, including Applicable Guidance.

7.6

Administration of Payment Date(s). The Company may pay a Participant’s Deferred Account balance on any date that is administratively feasible following any Plan specified payment date or date of any authorized distribution event or the date specified in any valid payment election, but in no event later than two and one-half (2 ½) months following any such date; and provided further that the Participant shall not be permitted, directly or indirectly, to designate the taxable year of the payment.

7.7

Notional Earnings. The Company, under the Plan, periodically will credit Deferred Accounts with a determinable amount of notional Earnings (as a specified fixed or floating interest rate or other specified index or indices based on established and published financial investment benchmarks). The Participant has the right to direct the investment of the Participant’s Deferred Account pursuant to conditions established by the Company. This right is limited strictly to investment direction and the Participant will not be entitled to the distribution of any Deferred Account asset except as the Plan otherwise permits. Except as otherwise provided in the Plan or trust, all Plan assets, including all incidents of ownership, at all times will be the sole property of the Company.

ARTICLE VIII – BENEFICIARY DESIGNATION

8.1

Beneficiary Designation . Each Participant shall have the right, at any time, to designate one (1) or more persons or entities as Beneficiary (both primary as well as secondary) to whom benefits under the Plan shall be paid in the event of Participant’s death prior to complete distribution of the Participant’s Incentive Account(s) or Deferred Account balances. Each Beneficiary designation shall be in a written form prescribed by the Company and shall be effective only when filed with the Company during the Participant’s lifetime.


8.2	Changing Beneficiary . Any Beneficiary designation may be changed by a Participant without the consent of the previously named Beneficiary by the filing of a new Beneficiary designation with the Company. The filing of a new designation shall cancel all designations previously filed.


8.3	Change in Marital Status . If the Participant’s marital status changes after the Participant has designated a Beneficiary, the following shall apply until such time as the Participant submits a revised Beneficiary form.


a)	If the Participant is married at death but was unmarried when the designation was made, the designation shall be void.


b)	If the Participant is unmarried at death but was married when the designation was made:

i) The designation shall be void if the former spouse was named as Beneficiary.

ii) The designation shall remain valid if the spouse was not named and a non-spouse Beneficiary was named.


c)	If the Participant was married when the designation was made and is married to a different spouse at death:

i) The designation shall be void if the former spouse was named as Beneficiary.

ii) The designation shall remain valid if the former spouse was not named and a non-spouse Beneficiary was named.

8.4

No Beneficiary Designation . If any Participant fails to designate a Beneficiary in the manner provided above, if the designation is void, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant’s benefits, the Participant’s Beneficiary shall be the person in the first of the following classes in which there is a survivor:


a)	The Participant’s surviving spouse;


b)	The Participant’s children (including stepchildren) in equal shares, except if any of the children predeceases the Participant but leaves surviving descendant, then such descendant shall take by right of representation the share the deceased child would have taken if living;


c)	The Participant’s estate.


8.5	Effect of Payment . Payment to Beneficiary or other proper legal representative of the Beneficiary shall completely discharge the Company’s obligations under the Plan and the Company may require a release to that effect from the Beneficiary or other proper legal representative of the Beneficiary prior to the distribution.


8.6	Minor or Incompetent Beneficiary. If a Beneficiary is a minor or otherwise reasonably determined by the Employer to be legally incompetent, the Employer may cause the Plan to pay the Participant’s Vested Incentive Account(s) or Deferred Account balances to a guardian, trustee or other proper legal representative of the Beneficiary.

ARTICLE IX – ADMINISTRATION

9.1

Binding Effect of Decisions . Subject to the rights of a Participant under the claims procedure set forth in Article X, the decision or action of the Chairman, CEO and President with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

ARTICLE X – CLAIMS PROCEDURE

10.1

Claim . Any person or entity claiming a benefit, requesting an interpretation or ruling under the Plan (hereinafter referred to as "Claimant") shall present the request in writing to the Chairman, CEO and President, who shall respond in writing as soon as practical. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.


10.2	Denial of Claim . If the claim or request is denied, the written notice of denial shall state:


a)	The reasons for denial, with specific reference to the Plan provisions on which the denial is based;


b)	A description of any additional material or information required and an explanation of why it is necessary; and


c)	An explanation of the Plan’s claim review procedure.

10.3

Review of Claim Denial. Any Claimant whose claim or request is denied or who has not received a response within sixty (60) days may request a review by notice given in writing to the Chairman, CEO and President. Such request must be made within sixty (60) days after receipt by the Claimant of the written notice of denial, or in the event Claimant has not received a response sixty (60) days after receipt by the Chairman, CEO and President of Claimant's claim or request. The claim or request shall be reviewed by the Chairman, CEO and President, who may, but shall not be required to, grant the Claimant a hearing. On review, the Claimant may have representation, examine pertinent documents, and submit issues and comments in writing.


10.4	Final Decision . The decision on review shall normally be made within sixty (60) days after receipt of Claimant’s claim or request. If an extension of time is required for a hearing or other special circumstances, the Claimant shall be notified and the time limit shall be one hundred twenty (120) days.

ARTICLE XI – AMENDMENT AND TERMINATION OF PLAN


11.1	Amendment . The Company reserves the right to amend the Plan at any time to comply with Code §409A and Applicable Guidance or for any other purpose, provided that such amendment will not result in taxation to any Participant under Code §409A. Except as the Plan and Applicable Guidance otherwise may require, the Company may make any such amendments effective immediately.


11.2	Termination . The Company, by action of the Board, may terminate, but is not required to terminate, the Plan and distribute Plan Accounts under the following circumstances:

(1) Dissolution/Bankruptcy. The Company may terminate the Plan within 12 months following a dissolution of a corporate Company taxable under Code §331 or with approval of a Bankruptcy court under 11 U.S.C. §503(b)(1)(A), provided that the deferred compensation is paid to the Participants and is included in the Participants’ gross income in the latest calendar year: (i) in which the plan termination occurs; (ii) in which the amounts no longer are subject to a Substantial Risk of Forfeiture; or (iii) in which the payment is administratively practicable.

(2) Change in Control. The Company may terminate the Plan within the 30 days preceding or the 12 months following a Change in Control (as defined in Applicable Guidance) provided the Company distributes all Plan Accounts (and must distribute the accounts under any substantially similar Company plan which plan the Company also must terminate) within 12 months following the Plan termination.

(3) Other. The Company may terminate the Plan for any other reason in the Company’s discretion provided that: (i) the Company also terminates all aggregated plans in which any Participant also is a participant; (ii) the Company makes no payments under the Plan in the 12 months following the Plan termination date other than payments the Company would have made under the Plan irrespective of Plan termination; (iii) the Company makes all payments within 24 months following the Plan termination date; and (iv) the Company within 3 years following the Plan termination date does not adopt a new plan covering any Participant that would be an aggregated plan.

(4) Applicable Guidance and Plan Types. The Company may terminate the Plan under such other circumstances as Applicable Guidance may permit. In addition, for purposes of plan termination, the portion of the Plan representing Incentive Accounts shall be considered to be a non-elective account balance plan type and the portion of the

Plan representing Deferral Accounts shall be considered to be an elective account balance plan type.

ARTICLE XII – MISCELLANEOUS

12.1

Unfunded Plan . To the extent the Plan is considered an "employee benefit pension plan" under Section 3 (2) the Employee Retirement Income Security Act of 1974, as amended ("ERISA") with respect to any Participant (because some or all of the payments with respect to a Participant under the Plan have been elected by the Participant to be made from a Retirement Account), the Plan, as to any such Participant, is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly-compensated employees" within the meaning of Sections 201, 301 and 401 of the ERISA, and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Board may terminate the Plan and make no further benefit payments or remove certain employees as Participants if it is determined by the United States Department of Labor, a court of competent jurisdiction, or an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3 (2) of ERISA (as currently in effect or hereafter amended) which is not so exempt.


12.2	Company Obligation . The obligation to make benefit payments to any Participant under the Plan shall be an obligation solely of the Company.

12.3

Unsecured General Creditor . Notwithstanding any other provision of the Plan, Participants and Participants’ Beneficiaries shall be unsecured general creditors, with no secured or preferential rights to any assets of the Company or any other party for payment of benefits under the Plan. Any property held by the Company for the purpose of generating the cash flow for benefit payments shall remain its general, unpledged and unrestricted assets. The Company’s obligation under the Plan shall be an unfunded and unsecured promise to pay money in the future.

12.4

Trust Fund . The Company shall be responsible for the payment of all benefits provided under the Plan. At its discretion, the Company may establish one (1) or more trusts for the purpose of assisting in the payment of such benefits. Although such a trust shall be irrevocable, its assets shall be held for payment of all the Company’s general creditors in the event of insolvency. To the extent any benefits provided under the Plan are paid from any such trust, the Company shall have no further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of the Company.

12.5

Nonassignability . Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt of the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable except only pursuant to the designated Beneficiary in the event of death or Disability or pursuant to a legal will or the laws of intestate succession. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.


12.6	Not a Contract of Employment . The Plan shall not constitute a contract of employment between the Company and the Participant. Nothing in the Plan shall give a Participant the right to be retained in the service of the Company or to interfere with the right of the Company to discipline or discharge a Participant at any time.


12.7	Protective Provisions . A Participant will cooperate with the Company by furnishing any and all information requested by the Company, in order to facilitate the payment of benefits hereunder.


12.8	Governing Law . The provisions of the Plan shall be construed and interpreted according to the laws of the State of Iowa, except as preempted by federal law.


12.9	Validity . If any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

12.10

Notice and Elections . Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Chairman, CEO and President or to the Company shall be directed to the Company’s address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in the Company’s records. Any election made under the Plan must be in writing and delivered (electronically, by facsimile, or by mail) to the Company pursuant to procedures established by the Company. The Employer will prescribe the form of any Plan notice or election to be given to or made by Participants. Any notice or election will be deemed given or made as of the date of actual receipt, or if given or made by certified mail, as of 3 business days after mailing.

12.11

Successors . The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.


12.12	Account Statements . The Company will provide each Participant with a statement of the Participant’s Incentive Accounts and Deferral Accounts at least annually as of the last day of the most recent calendar year. The Company also will provide account statements to any Beneficiary of a deceased Participant with an Incentive Account or Deferral Account remaining in the Plan.


12.13	Accounting . The Company will maintain for each Participant as is necessary for proper administration of the Plan, an Incentive Account for each Award year and a Deferral Account (and Retirement and In-Service subaccounts).


12.14	Costs and Expenses . The Company will pay the costs, expenses and fees associated with the operation of the Plan, excluding those incurred by Participants or Beneficiaries. The Company will pay costs, expenses or fees charged by or incurred by the trustee only as provided in the trust or other agreement between the Company and the trustee.


12.15	Reporting . The Company will report deferred compensation for Participants on Form W-2 in accordance with Applicable Guidance.



	Berkshire Hathaway Energy Company

	By: /s/ Gregory E. Abel
	Gregory E. Abel
	Chairman, CEO and President

	DATED: December 31, 2014

EXHIBIT 10.10

SUMMARY OF KEY TERMS OF COMPENSATION ARRANGEMENTS

WITH BERKSHIRE HATHAWAY ENERGY COMPANY

NAMED EXECUTIVE OFFICERS AND DIRECTORS

Berkshire Hathaway Energy Company 's (" BHE ") continuing named executive officers each receive an annual salary and participate in health insurance and other benefit plans on the same basis as other employees, as well as certain other compensation and benefit plans described in BHE 's Annual Report on Form 10-K.

The named executive officers are also eligible to receive a cash incentive award under BHE 's Performance Incentive Plan ("PIP"). The PIP provides for a discretionary annual cash award that is determined on a subjective basis and paid in December. In addition to the PIP, the named executive officers are eligible to receive discretionary cash performance awards periodically during the year to reward the accomplishment of significant non-recurring tasks or projects. Mr. Gregory E. Abel has not been granted discretionary cash performance awards in the past five years. Messrs. Patrick J. Goodman and Douglas L. Anderson and Ms. Maureen E. Sammon are participants in BHE 's Long-Term Incentive Partnership Plan ("LTIP"). Mr. Abel does not participate in the LTIP. A copy of the LTIP is attached as Exhibit 10.9 to the BHE Annual Report on Form 10-K. Mr. Abel is a participant in BHE 's Incremental Profit Sharing Plan ("IPSP"). Messrs. Goodman and Anderson and Ms. Sammon do not participate in the IPSP. A copy of Mr. Abel's IPSP is incorporated by reference to Exhibit 10.2 to the BHE Annual Report on Form 10-K for the year ended December 31, 2013.

Base salary for continuing named executive officers for BHE 's fiscal year ending December 31, 2015 , is shown in the following table:



Name and Title	Base Salary
Gregory E. Abel Chairman, President and Chief Executive Officer	$	1,000,000
Patrick J. Goodman Executive Vice President and Chief Financial Officer	$	460,000
Douglas L. Anderson Executive Vice President and General Counsel	$	350,000
Maureen E. Sammon Senior Vice President and Chief Administrative Officer	$	270,000

Mr. Abel is a director of BHE , but does not receive additional compensation for his service as a director other than what he receives as an employee of BHE . The other members of the BHE board of directors do not receive compensation for their service as directors.

EXHIBIT 10.21

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

made as of December 14, 2011

among

ALTALINK INVESTMENT MANAGEMENT LTD.,

in its capacity as general partner of

ALTALINK INVESTMENTS, L.P.,

as Borrower,

- and-

ALTALINK INVESTMENT MANAGEMENT LTD.,

as General Partner,

- and-

ROYAL BANK OF CANADA,

as Administrative Agent of the Lenders, and as Lender,

- and-

RBC CAPITAL MARKETS,

as Sole Lead Arranger and Sole Bookrunner

- and-

BANK OF MONTREAL, as Documentation Agent

- and-

ALL OTHER LENDERS WHICH BECOME

PARTIES HEREUNDER,

as Lenders

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TABLE OF CONTENTS
		Page

Article 1 INTERPRETATION		2
1.1	Definitions	2
1.2	References	23
1.3	Headings	23
1.4	Included Words	24
1.5	Accounting Terms	24
1.6	Time	24
1.7	Currency	24
1.8	Certificates and Opinions	24
1.9	Amendment and Restatement; No Novation	25
1.10	Schedules	25

Article 2 AMOUNT AND TERMS OF THE CREDIT FACILITY		26
2.1	Credit Facility	26
2.2	Cancellation	26
2.3	Use of Proceeds	26
2.4	Particulars of Borrowing	26
2.5	Borrowing Notice	27
2.6	Books of Account	27
2.7	Co-ordination of Prime Rate and U.S. Base Rate Loans	28
2.8	Bankers' Acceptance	28
2.9	LIBOR Loans	32
2.10	Safekeeping of Drafts	34
2.11	Certification to Third Parties	34

Article 3 DOCUMENTARY CREDITS		34
3.1	Documentary Credits	34
3.2	Procedure for Issue	34
3.3	Form of Documentary Credits	35
3.4	Reimbursements of Amounts Drawn	35
3.5	Documentary Credit Participation	35
3.6	Risk of Documentary Credit	36
3.7	Fees	37
3.8	Repayments	37
3.9	Documentary Credits Outstanding Upon Default	38

Article 4 INTEREST		38
4.1	Interest on Loans	38
4.2	LIBOR Interest Period Determination	39
4.3	Interest on Overdue Amounts	40
4.4	Other Interest	40
4.5	Interest Act (Canada)	40
4.6	Deemed Reinvestment Principle	40
4.7	Maximum Return	40

Article 5 FEES		40
5.1	Acceptance Fees	40
5.2	Commitment Fee	41
5.3	Basis of Calculation of Fees	41

Article 6 PAYMENT		41



6.1	Voluntary Repayment of Outstanding Accommodation	41
6.2	Repayment on Maturity Date and Extension	43
6.3	Excess Accommodation	43
6.4	Illegality	44

Article 7 PAYMENTS AND IDEMNITIES		44
7.1	Payments on Non-Business Days	44
7.2	Method and Place of Payment	44
7.3	Net Payments	44
7.4	Agent May Debit Account	45
7.5	Currency of Payment	45
7.6	General Indemnity	45
7.7	Early Termination of LIBOR Interest Period	46
7.8	Outstanding Bankers' Acceptances	46

Article 8 SECURITY		47
8.1	Security	47

Article 9 REPRESENTATIONS AND WARRANTIES		47
9.1	Representations and Warranties	47
9.2	Survival of Representations and Warranties	52

Article 10 COVENANTS		52
10.1	Reporting Covenants	52
10.2	Payments Under This Agreement and Loan Documents	53
10.3	Proceeds	53
10.4	Inspection of Property, Books and Records, Discussion	53
10.5	Notices. The Borrower shall promptly give notice to the Agent of	53
10.6	Disbursements under Master Trust Indenture	54
10.7	Cure Defects	54
10.8	Carrying on Business	54
10.9	Insurance and Insurance Proceeds	54
10.10	Compliance with Laws and Agreements	55
10.11	Taxes	55
10.12	Further Assurances	55
10.13	Limitations on Indebtedness	55
10.14	Negative Pledge	56
10.15	Investments	56
10.16	Change in Business and Ownership of AltaLink and Subsidiaries	56
10.17	Mergers, Etc.	56
10.18	Acquisitions	56
10.19	Transactions with Non-Arm's Length Persons	57
10.20	Environmental Covenants	57
10.21	Hedging Agreements	58
10.22	Distributions	58
10.23	Fiscal Year	58
10.24	Financial Covenants	58
10.25	Master Trust Indenture	58

Article 11 CONDITIONS PRECEDENT TO BORROWINGS		59
11.1	Conditions Precedent to the Closing	59



11.2	Conditions Precedent to All Borrowings, Conversions	60
11.3	Waiver	60

Article 12 EVENTS OF DEFAULT		60
12.1	Events of Default	60
12.2	Remedies	63
12.3	Remedies Cumulative	64
12.4	Appropriation of Moneys Received	64
12.5	Non-Merger	64
12.6	Waiver	64
12.7	Set-Off	64

Article 13 YIELD PROTECTION		65
13.1	Increased Costs	65
13.2	Taxes	66
13.3	Mitigation Obligation: Replacement of Lenders	68
13.4	Illegality	69

Article 14 RIGHT OF SETOFF		70
14.1	Right of Setoff	70

Article 15 SHARING OF PAYMENTS BY LENDERS		70
15.1	Sharing of Payments by Lenders	70

Article 16 AGENT'S CLAWBACK		71
16.1	Agent's Clawback	71

Article 17 AGENCY		72
17.1	Appointment and Authority	72
17.2	Rights as a Lender	72
17.3	Exculpatory Provisions	72
17.4	Reliance by Agent	73
17.5	Indemnification of Agent	74
17.6	Delegation of Duties	74
17.7	Replacement of Agent	74
17.8	Non-Reliance on Agent and other Lenders	75
17.9	Collective Action on the Lenders	75
17.10	No Other Duties, etc	76

Article 18 NOTICES: EFFECTIVENESS; ELECTRONIC COMMUNICATION		76
18.1	Notices, etc.	76

Article 19 EXPENSES; INDEMNITY : DAMAGE WAIVER		77
19.1	Expenses; Indemnity: Damage Waiver	77

Article 20 SUCCESSORS AND ASSIGNS		79
20.1	Successors and Assigns	79

Articles 21 AMENDMENTS AND WAIVERS		82
21.1	Amendments and Waivers	82
21.2	Judgment Currency	82

Article 22 GOVERNING LAW; JURISDICTION; ETC		83
22.1	Governing Law; Jurisdiction; etc.	83



Article 23 WAIVER OF JURY TRIAL		83
23.1	Waiver of Jury Trial	83

Article 24 COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC
EXECUTION		84
24.1	Counterparts; Integration; Effectiveness; Electronic Execution	84

Article 25 TREATMENT OF CERTAIN INFORMATION CONFIDENTIALLITY		84
25.1	Treatment of Certain Information Confidentiality	84

Article 26 MISCELLANEOUS		86
25.1	Further Assurances	86
26.2	Acknowledgement	86
26.3	Unmatured BAs on the Effective Date	86



SCHEDULE 1	-	BORROWER'S CERTIFICATE OF COMPLIANCE
SCHEDULE 2(A)	-	BORROWING NOTICE
SCHEDULE 2(B)	-	NOTICE OF ROLL OVER
SCHEDULE 2(C)	-	CONVERSION OF OPTION NOTICE
SCHEDULE 3	-	NOTICE OF EXTENSION
SCHEDULE 4	-	FORM OF ISSUE NOTICE
SCHEDULE 5	-	ASSIGNMENT AND ASUMPTION
SCHEDULE 6	-	COMMITMENTS OF THE LENDERS
SCHEDULE 6.1(a)	-	FORM OF NOTICE OF REPAYMENT
SCHEDULE 7	-	FORM OF SENIOR PLEDGED, SERIES 1
SCHEDULE 8	-	FORM OF THIRD SUPPLEMENTAL INDENTURE
SCHEDULE 9.1(a)	-	CREDIT PARTY AND SUBSIDARY INFORMATION
SCHEDULE 10	-	MATERIAL AGREEMENTS

THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of December 14,

2011

AMONG:

ALTALINK INVESTMENT MANAGEMENT LTD ., in its

capacity as general partner of ALTALINK INVESTMENTS,

L.P.,

as Borrower,

·and·

ALTALINK INVESTMENT MANAGEMENT LTD.,

as General Partner,

·and -

ROYAL BANK OF CANADA

as Agent of the Lenders, and as a Lender,

- and -

ALL OTHER LENDERS WHICH BECOME PARTIES

HEREUNDER,

as Lenders

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

AND WHEREAS the Borrower is party to a Master Trust Indenture (as defined herein) pursuant to which it may borrow money by, among other things, creating and issuing bonds and other debt securities and entering into credit facility agreements, all in the manner set forth in the Master Trust Indenture;

AND WHEREAS in conjunction with the Original Credit Agreement (as defined in the December 16, 2009 Credit Agreement), the Borrower entered into a supplemental indenture under the Master Trust Indenture and authorized the issuance of a Pledged Bond under the Master Trust Indenture, as continuing collateral security for the obligations owing under the December 16, 2009 Credit Agreement.

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- 2 -

AND WHEREAS the Borrower has requested that the Agent and Lenders agree to amend and restate the Existing Credit Agreement to, inter alia (a), increase the principal amount thereof to

$300,000,000, (b) extend the Maturity Date, and (c) make certain additional amendments thereto,

all as more particularly set forth in this Amended and Restated Credit Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained in this Agreement, the Borrower, the Agent and the Lenders covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Accommodations" means the Loans, Documentary Credits and Bankers' Acceptances (including BA Equivalent Loans) made under this Credit Facility and shall refer to any one or more of such types where the context requires.

"Acquisition" means, with respect to any Person, any transaction or series of related transactions for the direct or indirect (i) acquisition of the Assets of any other Person; (ii) acquisition of any shares, securities, interests, participations or other equivalents (including partnership interests or units) of any Person; or (iii) reconstruction, reorganization, consolidation, wind-up, merger, transfer, sale, lease or other combination with any other Person; and "Acquire" and "Acquired" have meanings correlative thereto.

"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.

"Affiliate" of any specified Person means any other Person directly or indirectly

Controlling, Controlled by, or under common Control with such Person.

"Agent" means RBC in its capacity as administrative agent hereunder, or any successor

Agent appointed under Section 17.7.

"Agent's Account" means the account at the Branch into which Lenders' Advances shall be deposited for payment to the Borrower.

"Agreement" means this Amended and Restated Credit Agreement and the Schedules hereto, as amended, supplemented or restated from time to time.

"AltaLink" means AltaLink, L.P., an Alberta limited partnership, together with its successors and assigns.

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"Applicable Law" means, at any time, with respect to any Person, property, transaction or event, all then applicable laws, by-laws, statutes and regulations, and (to the extent that they have the force of law) all then applicable treaties, judgments, decrees, official directives, rules, consents, approvals, authorizations, guidelines, orders and policies of any Governmental Authority having authority over any of such Person, property, transaction or event.

"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 S&P or DBRS for the Senior Bonds, Series 05-1 and Senior Bonds, Series 09-1 and which is determined below:



Ratings	Category I	Category II	Category III	Category IV
S & P and DBRS	>BBB/ BBB	BBB/ BBB	BBB-/ BBB(low)	<BBB-/ BBB(low)/ unrated
Application Margin for Bankers' Acceptances, LIBOR Loans & Documentary Credits	135 bps	150 bps	175 bps	200 bps
Application Margin for Prime Rate Loans and US Base Rate Loans	35 bps	50 bps	75 bps	100 bps
Commitment Fee	27 bps	30 bps	35 bps	40 bps

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, (a) in the case where the lowest public long term debt rating is BBB- or higher, the Applicable Margin will be the higher of the ratings and (b) in the case where the lowest public long term debt rating is lower than BBB- , the Applicable Margin will be based on the average of the ratings.

Any increase or decrease in the Applicable Margin (other than with respect to Bankers' Acceptances) resulting from a change in the rating assigned by one or more Rating Agency 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 Advance may have been made or issued prior to such date. Any increase or decrease in the applicable Banker's Acceptance Fee shall apply to all Bankers' Acceptances drawn by the Borrower or on rollover or conversion pursuant to Section 2.8(f), as of the date of such drawing, rollover or conversion, as the case may be.

"Applicable Percentage" means with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be the percentage of the total Accommodations outstanding represented by such Lender's Accommodations outstanding.

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"Applicable Utilities Legislation" means the Alberta Utilities Commission Act (Alberta), the Electric Utilities Act (Alberta), the Public Utilities Act (Alberta), the Hydro and Electric Energy Act (Alberta), and any other legislation that now or in the future regulates the operations of the Business, as each may be amended or supplemented from time to time.

"Approved Fund" means, with respect to any Lender that is an investment fund that invests in bank loans, any other investment fund that invests in bank loans and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assets" means, with respect to any Person, any property, assets and undertakings of such Person of every kind and wheresoever situate, whether now owned or hereafter acquired (and, for greater certainty, includes any equity or like interest of any Person in any other Person).

"Assignment and Assumption" means an assignment and assumption agreement substantially in the form attached as Schedule 5.

"AUC" means the Alberta Utilities Commission, or any successor or replacement board regulating the transmission of energy in the Province of Alberta.

"Auditor" means the independent national firm of Canadian chartered accountants appointed from time to time as the auditor of the Borrower.

"BA Discount Proceeds" means, in respect of any Bankers' Acceptance, 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 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 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:


(a)	with respect to an issue of Bankers' Acceptances accepted by a Lender that is a Schedule I Bank, the CDOR Rate;

(b)

with respect to an issue of Bankers' Acceptances accepted by a Lender that is a Schedule II Bank or a Schedule III Bank, the lesser of: (i) the rate set out in clause (a) above plus 0.10%; and (ii) the annual rate, expressed as a percentage, as being the average discount rate for bankers' acceptances having a comparable face value and a comparable issue and maturity date to the face value and issue and maturity date of such issue of Bankers' Acceptances, expressed on the basis of a year of 365 days, quoted by such Lenders for the purchase by such Lenders of Bankers' Acceptances accepted by them, at or about 10:00 a.m. (Toronto time) on the date of issue of such Bankers' Acceptances; and

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(c)	with respect to a BA Equivalent Loan:


(i)	made by a Lender that is a Schedule I Bank, the CDOR Rate; and


(ii)	made by any other Lender, the rate set out in clause (a) above plus 0.10%.

"BA Equivalent Loan" shall have the meaning ascribed thereto in Section 2.8(j).

"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 Maturity Date for an amount of Five Hundred Thousand Canadian Dollars (Cdn.$500,000) or any whole multiple of Five Hundred and Thousand Canadian Dollars (Cdn.$500,000), the minimum aggregate amount of which included in any Borrowing shall be Five Hundred and Thousand Canadian Dollars (Cdn.$500,000), and accepted by a Lender pursuant to this Agreement.

"Bankers' Acceptance Fee" means the fee payable on the Face Amount of each Bankers' Acceptance calculated and payable in the manner provided for in Section 5.1.

"Beneficiary" means, in respect of a Documentary Credit, the beneficiary named in the Documentary Credit or the Issue Notice with respect thereto.

"Bond Delivery Agreement" means the bond delivery agreement dated as of the date hereof among the parties hereto as the same may be amended or supplemented from time to time.

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

"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 (i) Managing Director, (ii) the Vice President, Finance or any other person so designated, or (iii) any Director of the General Partner or any other senior officer of the General Partner so designated by a certificate signed by the Managing Director or any two (2) Directors of the General Partner and filed with the 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 2.5.

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"Branch" means the main branch of the Agent situated at Toronto, Ontario, or such other branch of the Agent in the City of Toronto as the Agent may from time to time designate in writing to the Borrower.

"Business" means the following businesses and services of the Borrower and its Subsidiaries:


(a)	ownership of limited partnership units in AltaLink;


(b)	direct or indirect participation in the transmission of electricity in Canada or the United States;


(c)	the ownership or operation of electrical transmission lines and infrastructure in Canada or the United States, including the use of such infrastructure for telecommunication or other communication purposes, subject to such telecommunication or other communication purposes not exceeding 10% of Consolidated Assets;


(d)	engineering or administrative services related to the activities described in paragraphs (a) through (c) above;


(e)	the Acquisition of any Person related to the activities described in paragraphs (a) through (d) above, in compliance with Section 10.18; and


(f)	such other services as determined to be ancillary to the activities described in paragraphs (a) through (d) above (whether or not such services are regulated by the AUC), with such other services not exceeding 10% of Consolidated Assets.

For greater certainty "Business" (i) shall not include the generation and/or distribution of electricity or sale of power and (ii) when used with reference to AltaLink and its Subsidiaries, shall not be interpreted to include any business, activities or services described above which are inconsistent with the business which AltaLink and its Subsidiaries now, or at any time while this Agreement is in effect, carries out in accordance with the terms of the amended and restated master trust indenture dated April 28, 2003 to which AltaLink is party.

"Business Day" means any day of the year (other than a Saturday, Sunday, and any day which shall be in Calgary, Alberta a legal holiday) on which the Agent is open at the Branch for the conduct of regular banking business and, where used in the context of (i) U.S. Base Rate Loan, is also a day on which banks are not required or authorized to close in New York, New York; and (ii) a Libor Loan, is also a day on which banks are not required or authorized to close in New York, New York and dealings are carried on in the London interbank market.

"Canadian Dollar" or "Cdn.$" means the currency of Canada.

"Canadian Dollar Amount" means, at any time, in relation to any outstanding Accommodation, in relation to a:

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(a)	Loan denominated in Canadian Dollars, the principal amount thereof;


(b)	Bankers' Acceptance, the Face Amount thereof;


(c)	Loan denominated in U.S. Dollars, the Equivalent Amount expressed in Canadian Dollars of the principal amount thereof; and

(d)

Documentary Credit, (i) where the Documentary Credit is denominated in Canadian Dollars, the amount of the maximum aggregate liability (contingent or actual) of the Documentary Credit Lender pursuant to such Documentary Credit expressed in Canadian Dollars and (ii) where the Documentary Credit is denominated in US Dollars, the Equivalent Amount of the maximum aggregate liability (contingent or actual) of the Documentary Credit Lender pursuant to such Documentary Credit.

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any leasing or similar arrangement which in accordance with GAAP would be classified and accounted for as capital leases and the amount of such Capital Lease Obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any applicable Law, (b) any change in any applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any applicable Law by any Governmental Authority, provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or Canadian or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.

"Change of Control" means any event whereby:


(a)	AltaLink Holdings, L.P. ceases to be the sole limited partner and owner of 99.99% of the Equity Securities of the Borrower or AltaLink Investment Management Ltd. ceases to be the sole general partner and owner of .01 % of the Equity Securities in the Borrower;


(b)	the Borrower ceases to be the sole limited partner and owner of 99.99% of the Equity Securities in AltaLink and/or AltaLink Management Ltd. ceases to be the sole general partner and the owner of .01 % of the Equity Securities of AltaLink;


(c)	the aggregate revenues and the total Assets of non-wholly owned Subsidiaries of the Borrower exceed 10% of the revenue and net tangible total Assets of the Borrower and its Subsidiaries. The parties agree that for the purposes of this paragraph (c) (and paragraph 5 of the Certificate of Compliance and Section

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10.16(a)), AltaLink shall be deemed to be a wholly owned Subsidiary of the Borrower so long as (i) the representations and warranties in Section 9.l(t)(i) and (ii) remain true and correct, and (ii) SNC Lavalin Group Inc. continues to own (directly or indirectly) 100% of the Equity Securities of AltaLink Management Ltd;

(d)

SNC-Lavalin Group Inc. ceases to collectively own (directly or indirectly) at least 51% of voting and economic interest in the Borrower, unless at the closing of a transaction wherein SNC-Lavalin Group Inc. will own (directly or indirectly) less than 51 % of the voting and economic interest in of the Borrower, the Borrower has delivered to the Lenders confirmations taking such transaction into account from S&P and DBRS that the long term public debt ratings of the Borrower shall not be lower than BBB- or BBB(low).

"Claim" shall have the meaning set out in Section 7.6.

"Commercial Paper Program" shall have the meaning ascribed thereto in the Master

Trust Indenture.

"Commitment" means in respect of each Lender from time to time, the covenant to make Advances to the Borrower of the Lender's Applicable Percentage 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 Agent referred to in Section 20.l(c) and as also set forth on Schedule 6 or in the most recent Assignment and Assumption executed by such Lender, as such amount may be reduced pursuant to this Agreement.

"Committed Amount" means three hundred million Canadian Dollars (Cdn $300,000,000), including as such amount may be cancelled pursuant to Section 2.2 or otherwise reduced pursuant to this Agreement.

"Consolidated Assets" means, at any time, the total Assets of the Borrower and its Subsidiaries at such time, determined on a consolidated basis in accordance with GAAP.

"Consolidated Total Capitalization" means at any time, the sum of (i) Consolidated Unitholder Equity at such time, plus (ii) Consolidated Total Debt at such time, plus (iii) the principal amount of all outstanding Preferred Securities in each case determined on a consolidated basis for the Borrower in accordance with GAAP.

"Consolidated Total Debt" means, the following, as at any date calculated on a consolidated basis for the Borrower and its Subsidiaries, without duplication:

(a)

the aggregate principal amount of all obligations of the Borrower and its Subsidiaries for borrowed money (other than obligations arising out of the issuance of any Refunding Bonds (as such term is defined in the Master Trust Indenture) during such period of time as the Indebtedness to be repaid by the Refunding Bonds continues to be outstanding), including obligations with respect to bankers' acceptances and contingent reimbursement obligations in respect of Documentary Credits and other instruments, and including all capitalized interest

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and other similar amounts required to be paid at maturity on obligations for borrowed money, but excluding Preferred Securities issued by the Borrower and its Subsidiaries;


(b)	the aggregate principal amount of all obligations issued or assumed by the Borrower and its Subsidiaries in connection with their acquisition of property in respect of the deferred purchase price of that property;


(c)	all Capital Lease Obligations and Purchase Money Obligations;


(d)	all Indebtedness outstanding under any Commercial Paper Program; and


(e)	all Guarantees of any of the foregoing.

"Consolidated Unitholder Equity" means, at any time, the consolidated unitholder equity appearing on the consolidated balance sheet of the Borrower at such time.

"Control" when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "Controlling" and "Controlled" have corresponding meanings.

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

"Credit Parties" means the Borrower and the General Partner.

"DBRS" means Dominion Bond Rating Service Limited and its successors for so long as it shall perform the functions of a securities rating agency.

"Depreciation and Amortization Expense" means with respect to the Borrower, for any period, depreciation and amortization expense of the Borrower that is included as a deduction in the calculation of net income for such period, determined on a unconsolidated basis in accordance with GAAP.

"Default" means an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

"Demand Date" means any date that repayment of Accommodation or any other amount outstanding under this Agreement is demanded under ARTICLE 12.

"Distribution" means, with respect to any Person, any payment by such Person (i) of any dividends on any of its Equity Securities, (ii) on account of, or for the purpose of setting

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apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any of its Equity Securities or any warrants, options or rights to acquire any such shares, or the making by such Person of any other distribution in respect of any of its Equity Securities, (iii) of any principal of or interest or premium on or of any amount in respect of a sinking or analogous fund or defeasance fund for any Debt of such Person ranking in right of payment subordinate to any liability of such Person under the Loan Documents, (iv) of any principal of or interest or premium on or of any amount in respect of a sinking or analogous fund or defeasance fund for any indebtedness of such Person to a shareholder or partner of such Person or to an Affiliate of a shareholder or partner of such Person, or (v) of any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or other gratuity, to any Affiliate of such Person or to any director or officer thereof, other than management fees paid in the ordinary course of business, not to exceed $ 5 million in aggregate in any Fiscal Year.

"Documentary Credit" means a letter of credit or a letter of guarantee issued or to be issued by a Documentary Credit Lender for the account of Borrower pursuant to ARTICLE 3, as the same may be amended, supplemented, extended or restated from time to time.

"Documentary Credit Lenders" means, in the singular, Royal Bank of Canada or any other Lender selected by Borrower which is willing to issue Documentary Credits and, collectively, means all such Documentary Credit Lenders.

"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 or a depository bill as defined by the Depository Bill and Notes Act (Canada).

"EBITDA" means, with respect to the Borrower, on an unconsolidated basis, for any period, the Net Income of the Borrower for such period (a) increased, to the extent deducted in calculating Net Income for such period, by the sum of (i) Interest Expense for such period, (ii) Income Tax Expense for such period, (iii) Depreciation and Amortization Expense for such period and (iv) any other non-cash items decreasing Net Income for such period, and (b) decreased, to the extent included in calculating Net Income for such period, by the sum of (i) non-cash items relating to consolidated foreign exchange gains on debt and related foreign exchange contracts increasing Net Income for such period, and (ii) any other non-cash items increasing Net Income for such period.

"Effective Date" means the date of this Agreement.

"Eligible Assignees" means any Person (other than a natural person, any Loan Party or any Affiliate of a Loan Party), in respect of which any consent that is required by Section 20.1 (b)has been obtained.

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

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(a)	impairment or adverse alteration of the quality of the Natural Environment for any use that can be made of it by humans, or by any animal, fish or plant that is useful to humans;


(b)	injury or damage to property or to plant or animal life;


(c)	harm or material discomfort to any Person;


(d)	an adverse effect on the health of any Person;


(e)	impairment of the safety of any Person;


(f)	rendering any property or plant or animal life unfit for human use;


(g)	loss of enjoyment of normal use of property; and


(h)	interference with the normal conduct of business.

"Environmental Approvals" means all applicable permits, licences, authorizations, consents, directions or approvals required by Governmental Authorities pursuant to the Environmental Laws with respect to the operation of the Business.

"Environmental Liability" means any liability of the Borrower under any Environmental Laws or any other applicable law 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 Governmental 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.

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"Environmental Proceeding" means any judgment, action, proceeding or investigation pending before any court or Governmental Authority, including any environmental Governmental 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.

"Equity Securities" means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person's capital, whether outstanding on the date hereof or issued after the date hereof, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.

"Equivalent Amount" means, with respect to any two currencies, the amount obtained in one such currency when an amount in the second currency is translated into the first currency using the Bank of Canada noon rate of exchange between such currencies on the Business Day for which such computation is made or, if such rate is not available, using the spot buying rate of the Agent for the purchase of the first currency with the applicable amount of the second currency in effect at the Branch at or about noon on the Business Day with respect to which such computation is required or, in the absence of such a buying rate on such date, using such other rate as the Agent may reasonably select.

"Event of Default" shall have the meaning specified in Section 12.1.

"Excluded Taxes" means, with respect to the Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of a Credit Party hereunder or under any Loan Document, (a) taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction in which the Lender is located and (c) in the case of a Foreign Lender (other than (i) an assignee pursuant to a request by the Borrower under Section 13.3(b), (ii) an assignee pursuant to an Assignment and Assumption made when an Event of Default has occurred and is continuing, or (iii) any other assignee to the extent that the Borrower has expressly agreed that any withholding tax shall be an Indemnified Tax), any withholding tax that (A) is imposed or assessed other than in respect of an Accommodation that was made on the premise that an exemption from such withholding tax would be available where the exemption is subsequently determined, or alleged by a taxing authority, not to be available and (B) is required by applicable Law to be withheld or paid in respect of any amount payable hereunder or under any Loan Document to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender's failure or inability (other than as a result of a Change in Law) to comply with Section 13.2(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a Credit Party with respect to such withholding tax pursuant to

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13.2(a). For greater certainty, for purposes of item (c) above, a withholding tax includes any Tax that a Foreign Lender is required to pay pursuant to Part XIII of the Income Tax Act (Canada) or any successor provision thereto.

"Face Amount" means (i) in respect of a BA Instrument, the amount payable to the holder on its maturity; and (ii) in respect of a Documentary Credit, the maximum amount which the Documentary Credit Lender is contingently liable to pay the Beneficiary.

"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (a), if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next day succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Agent on such day on such transactions as determined by the Agent.

"Fiscal Quarter" means, in respect of the Borrower, a period of three consecutive months in each Fiscal Year ending on March 31, June 30, September 30 and December 31, as the case may be, of such year, or such other fiscal quarter as the Lenders may agree to.

"Fiscal Year" shall mean with respect to the Borrower, a 12-month period commencing on the first day of January of each calendar year, or such other fiscal year as the Lenders may agree to.

"Foreign Lender" means any Lender that is not resident for income tax or withholding tax purposes under the laws of the jurisdiction in which the Borrower is resident for tax purposes on the date hereof and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction. For purposes of this definition Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction and the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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"GAAP" means (i) generally accepted accounting principles as approved by the Canadian Institute of Chartered Accountants or any successor institute from time to time, including those set out in the Handbook of the Canadian Institute of Chartered Accountants, or (ii) IFRS, if the Borrower has adopted IFRS, subject at all times to the application of Section 1.5.

"General Partner" means AltaLink Investment Management Ltd., a corporation incorporated under the Business Corporations Act (Alberta), in its capacity as general partner of the Borrower, and its permitted successors and permitted assigns in such capacity.

"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 Governmental Authority now or hereafter required in connection with the use, management, maintenance and operation of the Business by the Borrower and its Subsidiaries.

"Governmental Authority" means with respect to any Person, any (i) international tribunal, agency, body, commission or other authority, any government, executive, parliament, legislature or local authority, or any governmental body, ministry, department or agency or regulatory authority, court, tribunal, commission or board of or within Canada or any foreign jurisdiction, or any political subdivision of any thereof or any authority having jurisdiction therein or (ii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, which in each case, has jurisdiction over a specified Person or its property and assets under the laws of the jurisdiction in which that Person or its property and assets are located.

"Guarantee" means, with respect to a Person, any obligation (other than an endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing, or in effect guaranteeing, any Indebtedness or other obligation of any other Person (the "primary obligor" ) in any manner, whether directly or indirectly, including any obligation incurred through an agreement, contingent or otherwise, by such Person:


(a)	to purchase such Indebtedness or obligation or any property or assets constituting security therefor;


(b)	to advance or supply funds (i) for the purchase or payment of such Indebtedness or obligation, (ii) to maintain working capital, net worth or other balance sheet condition of the primary obligor, or (iii) otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation;


(c)	to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make payment of the Indebtedness or obligation; or

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(d)	otherwise to assure or indemnify the owner of the Indebtedness or obligation of the primary obligor against loss in respect thereof.

For the purposes of all computations made under this Agreement, a Guarantee in respect of any Indebtedness shall be deemed, without duplication, to be equal to the principal amount of such Indebtedness and any capitalized interest thereon (and any other amount which becomes due and owing in respect thereof) which has been guaranteed, and a Guarantee in respect of any other obligation shall be deemed to be Indebtedness equal to the maximum aggregate amount of such obligation.

"IFRS" means at any given date, International Financial Reporting Standards, which include standards and interpretations adopted by the International Accounting Standards Board (IASB), applied on a consistent basis.

"Impermissible Qualification" means, relative to (i) the financial statements or notes thereto of any Person; or (ii) the opinion or report of any independent auditors as to any financial statement or notes thereto, any qualification or exception to such financial statements, notes, opinion or report, as the case may be, which (a) is of a "going concern" or similar nature; or (b) relates to any limited scope of examination of material matters relevant to such financial statement, if such limitation results from the refusal or failure of the Person to grant access to necessary information therefor.

"Income Tax Expense" shall mean, with respect to the Borrower for any fiscal period, the aggregate of all taxes on the income of the Borrower for such period, whether current or deferred, determined on an unconsolidated basis in accordance with GAAP.

"Indebtedness" of any Person means, at any time, (without duplication),

(a)

the aggregate principal amount of all obligations of that Person for borrowed money (other than Obligations arising out of the issuance of any Refunding Bonds (as such term is defined in the Master Trust Indenture) during such period of time as the Indebtedness to be repaid by the Refunding Bonds continues to be outstanding), including obligations with respect to bankers' acceptances and contingent reimbursement obligations in respect of letters of credit and other instruments, and including all capitalized interest and other similar amounts required to be paid at maturity on obligations for borrowed money, but excluding Preferred Securities issued by that Person;

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(b)	the aggregate principal amount of all obligations issued or assumed by that Person in connection with its acquisition of property in respect of the deferred purchase price of that property;


(c)	all Capital Lease Obligations and the aggregate principal amount of all Purchase Money Obligations of that Person;


(d)	the amount of any Mark-to-Market Exposure with respect to any Financial Instrument Obligations of that Person;


(e)	the principal amount of all borrowed money outstanding from time to time under any Commercial Paper Program;


(f)	the principal amount of all borrowed money outstanding from time to time which constitutes Subordinated Debt (as such term is defined in the Master Trust Indenture); and


(g)	all Guarantees of that Person in respect of any of the foregoing;

in each case expressed in Canadian Dollars and, with respect to any amount which is expressed in any other currency, the Canadian Dollar amount thereof shall be the Equivalent Amount at the time of determination. For greater certainty: (i) the capitalization of interest or other similar amounts payable at maturity on existing Indebtedness shall not be treated as the incurrence of Indebtedness, and (ii) the aggregate amount of all regulatory liabilities and asset retirement obligations shall not be treated as Indebtedness.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Insurance Proceeds" means insurance proceeds or other awards payable to the Borrower or any of its Subsidiaries in connection with the loss, destruction or condemnation of any property or assets of such Person, net of reasonable costs, fees and expenses for repairing or replacing any such property or assets.

"Interest Expense" shall mean, with respect to the Borrower for any fiscal period, interest expense and payments made in respect of Capital Lease Obligations, determined on an unconsolidated basis in accordance with GAAP, and which shall exclude amortization of financing fees.

"Investments" means, in respect of any Person, any advances, loans, guarantees or other extensions of credit or capital contributions (other than prepaid expenses in the ordinary course of business) to (by means of transfers of property, money or assets) any other Person, and, for greater certainty, includes any Indebtedness of any other Person guaranteed by such Person.

"Issue Notice" has the meaning given to it in Section 3.2(a)

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"Lenders" means RBC and all other financial institutions from time to time that have become a Lender in accordance with this Agreement and the Documentary Credit Lender and "Lender" means any one of them.

"LIBOR Interest Period" means, from time to time with respect to a LIBOR Loan, the applicable interest period of one, two, three or six months ending on a Business Day and on or before the applicable Maturity Date, as selected in accordance with Section 4.2.

"LIBOR Loan" means any Loan in U.S. Dollars with respect to which interest is calculated under this Agreement for the time being on the basis of the LIBOR Rate, the minimum aggregate principal amount of which included in any Borrowing shall be Two Hundred and Fifty Thousand U.S. Dollars (U.S.$250,000) or any greater amount which is a whole multiple of Two Hundred and Fifty Thousand U.S. Dollars (U.S.$250,000).

"LIBOR Rate" means, for any LIBOR Interest Period with respect to any LIBOR Loan:

(a)

the rate of interest per annum, expressed on the basis of a year of 360 days, determined by the Agent, which is equal to the offered rate that appears on the page of the Reuters LIBOROl screen (or any successor thereto as may be selected by the Agent) that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. Dollars with a term equivalent to such LIBOR Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such LIBOR Interest Period, or

(b)

if the rates referenced in the preceding subsection (a) are not available, the rate per annum determined by the Agent as the rate of interest, expressed on a basis of 360 days at which deposits in U.S. Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by the Agent and with a term and amount comparable to such LIBOR Interest Period and principal amount of such LIBOR Loan as would be offered by the Agent's London Branch to major banks in the offshore U.S. Dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such LIBOR Interest Period.

"Lien" means any mortgage, lien, pledge, assignment, charge (whether floating or fixed), security, title retention agreement intended as security, hypothec, execution, seizure, attachment, garnishment or other similar encumbrance and any other arrangement which has the effect of creating an interest in property to secure payment or performance of an obligation including, without limitation, any Lien granted by the Borrower in favour of the Agent and Lenders designated as being secured, pursuant to the Master Trust Indenture and/or a Supplemental Indenture.

"Loan" means the amount of Canadian Dollars or U.S. Dollars advanced by a Lender or Lenders to the Borrower on any Borrowing Date pursuant to a Borrowing Notice or as otherwise provided herein and includes a Prime Rate Loan, a LIBOR Loan and a U.S. Base Rate Loan.

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"Loan Documents" means this Agreement, any Documentary Credit documents, forms of Drafts, or agreements relating to Bankers' Acceptances required by any Lender and, when executed and delivered by or on behalf of the Borrower, the Master Trust Indenture and the Third Supplemental Indenture and all other documents, certificates, fee letters, instruments and agreements to be executed and delivered to the Agent or the Lenders by any Credit Party as contemplated hereunder and thereunder or any one or more of such documents.

"Majority Lenders" means, (i) where there are less than three Lenders, all Lenders and (ii) at any other time, Lenders having, in the aggregate, Applicable Percentages of a minimum of 66. 7% of the Committed Amount.

"Master Trust Indenture" means the trust indenture dated as of the 21st day of November, 2005 among the Borrower, the General Partner and BNY Trust Company of Canada, as trustee, as such agreement may be amended and supplemented from time to time.

"Material Adverse Change" means a change in the business, operations, results of operations, Assets, liabilities or financial condition of the Borrower and its Subsidiaries, taken as a whole, that would reasonably be expected to have a material adverse effect on the ability of the Borrower or any of its Subsidiaries to perform their obligations under this Agreement or any of the other Loan Documents to which they are a party or on the ability of the Agent to enforce such obligations.

"Material Adverse Effect" means an effect which materially adversely affects the ability of the Borrower to perform its obligations under this Agreement or, the Loan Documents, or which materially adversely affects the validity or priority of any Lien held by the Agent, or which results in an Event of Default and includes an Environmental Adverse Effect which constitutes or results in any of the foregoing effects.

"Material Agreement" means, collectively (i) the agreements specified by the Borrower in Schedule 10; and (ii) any other agreement of the Borrower or any of its Subsidiaries the breach, non-performance or cancellation of which or the failure of which to renew could reasonably be expected to have a Material Adverse Effect.

"Maturity Date" means, in respect of each Lender, unless otherwise accelerated as provided in this Agreement, December 14, 2014, as such date may be extended by such Lender in its sole discretion pursuant to Section 6.2(b), in which case, the Maturity Date in respect of such Lender shall be the date agreed to by such Lender pursuant to Section 6.2(b).

"Net Income" means, with respect to the Borrower for any period, the net income (loss) of the Borrower for such period, determined on an unconsolidated basis in accordance with GAAP, provided there shall be excluded therefrom (i) after-tax gains or losses from assets sales or abandonments or reserves relating thereto; (ii) after-tax items classified as extraordinary or non-recurring gains or losses; (iii) gains or losses from write-ups or write-downs of Assets; and (iv) net income (loss) from discontinued operations or the sale of discontinued operations.

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"Non-AltaLink Subsidiary" means, individually, any Subsidiary of the Borrower other than AltaLink and its Subsidiaries, and "Non-AltaLink Subsidiaries" means all such Subsidiaries of the Borrower.

"Notice of Extension" shall have the meaning specified in Section 6.2(b ).

"Notice of Repayment" has the meaning given to it in Section 6.l(a)

"Other Taxes" means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

"Participant" has the meaning specified in Section 20.l(d).

"Permitted Lien" means, in connection with the Borrower and any Non-AltaLink Subsidiary:


(a)	any Purchase Money Mortgage or Lien granted with respect to a Capital Lease Obligation, provided that the total Indebtedness secured by such Purchase Money Mortgages and Liens shall not exceed ten million dollars ($10,000,000) at any time;


(b)	any Lien for taxes, assessments, government charges or claims not yet due or that are being contested in good faith and in respect of which appropriate provision is made in the Borrower's consolidated financial statements in accordance with GAAP;


(c)	any Lien securing appeal bonds or other similar liens arising in connection with court proceedings or contracts, bids or tenders entered into in the ordinary course of business, including, without limitation, surety bonds, security for costs of litigation where required by law, Documentary Credits, or any other instruments serving a similar purpose;


(d)	any Lien or deposit under workers' compensation, social security or similar legislation or good faith deposits in connection with bids, tenders, leases and contracts entered into in the ordinary course of business or expropriation proceedings, or deposits to secure public or statutory obligations or deposits of cash or obligations to secure surety and appeal bonds;

(e)

any Lien or privilege imposed by law, such as builders', carriers', warehousemen's, landlords', mechanics' and materialmen's liens and privileges arising in the ordinary course of business which relate to Indebtedness not yet due or delinquent or the validity or amount of which are being contested in good faith and in respect of which adequate provision for payment has been made; any lien or privilege arising out of judgments or awards with respect to which the Borrower is prosecuting an appeal or proceedings for review and with respect to which it has secured a stay of execution pending that appeal or proceedings for

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review (provided no Event of Default has resulted therefrom); or undetermined or inchoate Liens and privileges incidental to current operations which have not at such time been filed pursuant to law against the Borrower or the applicable Non• AltaLink Subsidiary or which relate to obligations not due or delinquent; or the deposit of cash or securities in connection with any Lien or privilege referred to in this paragraph (e);


(f)	a Lien in cash or marketable debt securities in a sinking fund account established by the Borrower in support of a particular series of bonds under the Master Trust Indenture;

(g)


(h)	any right reserved to or vested in any municipality or governmental or other public authority (whether by statutory provision or otherwise) to terminate, purchase assets used in connection with, or require annual or other periodic payments as a condition to the continuance of, any lease, licence, franchise, grant or permit;


(i)	any lien or right of distress reserved in or exercisable under any lease for rent and for compliance with the terms of that lease;


(j)	any Lien granted by the Borrower or the applicable Non-AltaLink Subsidiary to a public utility or any municipality or governmental or other public authority when required by that utility, municipality or other authority in connection with the operations of the Borrower;


(k)	any reservation, limitation, proviso or condition, if any, expressed in any original grants to the Borrower or the applicable Non-AltaLink Subsidiary from the Crown; and


(1)	any extension, renewal, alteration, substitution or replacement, in whole or in part, of any Lien referred to in any of the foregoing paragraphs, provided that the Lien is limited to all or part of the same property that secured the Lien and the principal amount of the secured Indebtedness is not increased by that action.

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that Person to satisfy the obligation to make payments of interest by issuing partnership units, limited partnership units or other securities evidencing an ownership interest.

"Prime Rate" means for any day, the rate of interest per annum equal to the greater of (i) the per annum rate of interest quoted or established as the "prime rate" of the Agent which it quotes or establishes for such day as its reference rate of interest in order to determine interest rates for commercial loans in Canadian Dollars in Canada to its Canadian borrowers; and (ii) the average rate for Canadian Dollar banker's acceptances having a term of one month that appears on Reuters Service page CDOR (or such other page as is a replacement page for such banker's acceptances) at approximately 10:00 a.m. (Toronto time) on such day plus 75 basis points per annum, adjusted automatically with each quoted or established change in such rate, all without the necessity of any notice to the Borrower or any other Person.

"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.

"Principal Property" means any of the Borrower's fixed assets from time to time.

"Purchase Money Mortgage" means any Lien created, issued or assumed by a Person to secure a Purchase Money Obligation of such Person; provided that the Lien is limited only to the assets acquired or constructed (together with all improvements and accessions thereto and proceeds thereof) using the funds advanced to such Person in connection with that Purchase Money Obligation.

"Rating Agency" means DBRS or Standard & Poor's and any other nationally recognized credit rating agency approved by the Majority Lenders.

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

"Register" has the meaning specified in Section 20.l(c).

"Related Parties" means, with respect to any Person, such Person's Affiliates and the directors, officers, employees and agents of such Person and of such Person's Affiliates.

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"Sale-Leaseback Transaction" means, with respect to any Person, any direct or indirect arrangement entered into after the date hereof pursuant to which such Person (or one or more of its Affiliates) transfers or causes the transfer of any Assets to another Person and leases such Assets back from such Person.

"Schedule I Bank" means a bank listed on Schedule I under the Bank Act (Canada).

"Schedule II Bank" means a bank listed on Schedule II under the Bank Act (Canada).

"Schedule III Bank" means a bank listed on Schedule Ill under the Bank Act (Canada).

"Senior Bonds, Series 05-1" means the 5.019% Series 05-1 senior bonds issued by the Borrower under the Master Trust Indenture and the Series 05-1 Supplemental Indenture.

"Senior Bonds, Series 09-1" means the 5.207% Series 09-1 senior bonds issued by the Borrower under the Master Trust Indenture and the Series 09-1 Supplemental Indenture.

"Senior Pledged Bond, Series 1" means the One Hundred Sixty Million Canadian Dollars (Cdn.$160,000,000) Senior Pledged Bond, Series 1 of the Borrower, issued and certified under the Master Trust Indenture in respect of the Existing Credit Agreement.

"Senior Pledged Bond, Series 2" means the Three Hundred and Fifty Million Canadian Dollars (Cdn.$350,000,000) Senior Pledged Bond, Series 2 of the Borrower, issued and certified on or about the date of this Agreement under the Master Trust Indenture.

"Series 05-1 Supplemental Indenture" means the Series 05-1 Supplemental Indenture between the Borrower, the General Partner and the Trustee dated as of the 21st day of November, 2005 pursuant to which the Borrower issued the Senior Bonds, Series 05-1, as such indenture may be amended, supplemented or modified from time to time.

"Series 09-1 Supplemental Indenture" means the Series 09-1 Supplemental Indenture between the Borrower, the General Partner and the Trustee dated as of the 16th day of December, 2009 pursuant to which the Borrower issued the Senior Bonds, Series 09-1, as such indenture may be amended, supplemented or modified from time to time.

"Standard & Poor's" means Standard & Poor' s Ratings Service and its successors for so long as it shall perform the functions of a securities rating agency.

"Subsidiary" means (a) any corporation of which there is owned, directly or indirectly, by the Borrower and/or by or for any corporation in like relation to the Borrower, voting shares which, in the aggregate, entitle the holders thereof to cast more than fifty per cent (50%) of the votes which may be cast by the holders of the outstanding voting shares of such first mentioned corporation for the election of its directors and includes any corporation in like relation to a Subsidiary; or (b) any other Person of which at least a majority of voting ownership interest is at the time, directly or indirectly, owned by the Borrower and/or by any Person in like relation to the Borrower.

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"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Third Supplemental Indenture" means the Third Supplemental Indenture between the Borrower, the General Partner and the Trustee dated as of the date hereof and attached hereto as Schedule 8, pursuant to which the Borrower shall issue the Senior Pledged Bond, Series 2, as such indenture may be amended, supplemented or modified from time to time.

"Trustee" means BNY Trust Company of Canada, as trustee under the Master Trust Indenture or any successor thereof.

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

"U.S. Base Rate" means, for any day, the rate of interest per annum equal to the greater of (i) the per annum rate of interest which the Agent (or such other Person as agreed to by the Borrower and the Agent) quotes or establishes for such day as its reference rate of interest for loans in U.S. Dollars to borrowers in Canada; and (ii) the Federal Funds Rate plus 50 basis points per annum, adjusted automatically with each quoted or established change in such rate, all without the necessity of any notice to Borrower or any other Person.

"U.S. Base Rate Loan" means any Loan in U.S. Dollars with respect to which interest is calculated under this Agreement for the time being on the basis of the U.S. Base Rate.

"U.S. Dollars" or "U.S.$" means lawful money of the United States of America.

1.2 References.

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. References to contracts, agreements or instruments, unless otherwise specified, are deemed to include all present and future amendments, supplements, restatements or replacements to or of such contracts, agreements or instruments, provided that such amendments, supplements, restatements or replacements to or of such contracts, agreements or instruments have been, if applicable, approved or consented to and otherwise made in accordance with the provisions of this Agreement;

1.3 Headings.

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.

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1.4 Included Words.

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".

1.5 Accounting Terms.

Subject to this Section 1.5, all accounting terms not otherwise defined in this Agreement shall have the meanings assigned to them by GAAP. The Borrower may adopt new accounting policies from time to time (including with respect to IFRS) whether such adoption is compelled by accounting or regulatory bodies having jurisdiction or at its own discretion. In the event that any changes to accounting policies result in a material change in the calculation of the financial covenants or financial covenant thresholds or terms used in this Agreement or any other Loan Document, the Borrower, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Borrower's or any of its Subsidiary's financial condition, financial covenants, financial covenant thresholds or terms used in this Agreement or any other Loan Document shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Borrower and the Majority Lenders 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 Loan 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.

1.6 Time.

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

Calgary, Alberta.

1.7 Currency.

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

1.8 Certificates and Opinions.

(a)

Unless otherwise provided in a particular Schedule to this Agreement, each certificate and each opinion furnished pursuant to any provision of this Agreement shall specify the Section or Sections under which such certificate or opinion is furnished, shall include a statement that the Person making such certificate or giving such opinion has read the provisions of this Agreement relevant thereto and shall include a statement that, in the opinion of such Person, such Person has made such examination and investigation as is necessary to

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enable such Person to express an informed opinion on the matters set out in the certificate or opinion.

(b)

Whenever the delivery of a certificate or opinion is a condition precedent to the taking of any action by the Agent or a Lender or Lenders under this Agreement, the truth and accuracy of the facts and opinions stated in such certificate or opinion shall in each case be conditions precedent to the right of the Borrower to have such action taken, and each statement of fact contained therein shall be deemed to be a representation and warranty of the Borrower for the purposes of this Agreement.

1.9 Amendment and Restatement; No Novation

The parties hereto acknowledge and confirm that this Amended and Credit Agreement does not constitute a novation of the Existing Credit Agreement and that all debts, liabilities and obligations (including without limitation any issued and outstanding Documentary Credits) of the Borrower under the Existing Credit Agreement (i) shall be debts, liabilities and obligations of the Borrower under this Amended and Restated Credit Agreement, (ii) shall remain unaffected, except as amended hereby and (iii) shall constitute "Obligations" for the purposes of the Third Supplemental Indenture and the Senior Pledged Bond, Series 2.

1.10 Schedules.

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



SCHEDULE 1	Borrower's Certificate of Compliance
SCHEDULE 2(A)	Borrowing Notice
SCHEDULE 2(B)	Notice of Rollover
SCHEDULE 2(C)	Conversion Option Notice
SCHEDULE 3	Notice of Extension
SCHEDULE 4	Form of Issue Notice
SCHEDULE 5	Assignment and Assumption
SCHEDULE 6	Commitments of the Lenders
SCHEDULE 6.1(a)	Form of Notice of Repayment
SCHEDULE 7	Form of Senior Pledged Bond, Series 2
SCHEDULE 8	Form of Supplemental Indenture
SCHEDULE 9.1(a)	Credit Party and Subsidiary Information
SCHEDULE 10	Material Agreements

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ARTICLE 2

AMOUNT AND TERMS OF THE CREDIT FACILITY

2.1 Credit Facility.

(a)

Subject to and upon the terms and conditions set forth in this Agreement, effective upon the Effective Date, the existing revolving credit facility under the Existing Credit Agreement shall be amended and restated as a revolving term credit facility in the maximum aggregate principal amount equal to three hundred million ($300,000,000.00) and the Lenders hereby agree to establish in favour of the Borrower such revolving term credit facility by way of Prime Rate Loans, U.S. Base Rate Loans, Bankers' Acceptances and LIBOR Loans. The Credit Facility shall also include a sub-facility, to the maximum aggregate Canadian Dollar Amount of Ten Million Canadian Dollars (Cdn.$10,000,000), to be provided by the Documentary Credit Lender only by way of Documentary Credits on such terms as are agreed upon between the Borrower and the Documentary Credit Lender. The aggregate Canadian Dollar Amount of all Accommodations outstanding at any time under this Credit Facility shall not exceed the Committed Amount.

2.2 Cancellation.

Subject to the provisions of ARTICLE 6, the Borrower may, at any time, by giving not less than two (2) Business Days' prior written notice of cancellation to the 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 and the Committed Amount shall be permanently reduced by the amount of Canadian Dollars stated in the notice of cancellation.

2.3 Use of Proceeds.

The proceeds of the Credit Facility shall be used by the Borrower for operating expenses, capital expenditures and working capital needs of the Borrower and AltaLink and their Subsidiaries.

2.4 Particulars of Borrowings.


(a)	Notwithstanding any contrary provision contained in the Loan Documents, in the event of any conflict or inconsistency between any of the provisions in this Agreement and any of the provisions in the Loan Documents, as against the parties hereto, the provisions of this Agreement shall prevail.


(b)	No Borrowing from any Lender shall be obtained at any time for any period which would extend beyond the Maturity Date of such Lender.


(c)	Subject to the provisions hereof, any Accommodation which is repaid at any time prior to the expiry of the Maturity Date may be subsequently re-drawn.

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2.5 Borrowing Notice.

Whenever the Borrower desires to obtain a Borrowing (other than in the case of a Documentary Credit) it shall give to the Agent prior written notice in the form attached as Schedule 2(A), (B) or (C), as applicable (each, a "Borrowing Notice" ), specifying, as applicable:


(i)	the amount, currency and type or types of Accommodation desired;


(ii)	the details of the account of the Borrower to which payment of the Borrowing is to be wired or otherwise made, if applicable;


(iii)	the requested Borrowing Date;


(iv)	if such Borrowing includes a Bankers' Acceptance, the term thereof;


(v)	if applicable, the Accommodation to be renewed or converted and, where such Accommodation includes any Loan, the currency thereof and the interest rate applicable thereto;


(vi)	if such Borrowing includes a Loan, whether it is to be a Prime Rate Loan, U.S. Base Rate Loan or a LIBOR Loan; and


(vii)	if such Borrowing includes a LIBOR Loan, the LIBOR Interest Period to be applicable to such Loan.

The Borrowing Notice shall be given to the Agent not later than 10:00 a.m.:


(viii)	on the Business Day preceding the applicable Borrowing Date, if the new Accommodation or any Accommodation to be renewed or converted is by way of Prime Rate Loans or U.S. Base Rate Loans;


(ix)	on the Business Day preceding the applicable Borrowing Date, if the new Accommodation or any Accommodation to be renewed or converted is by way of Bankers' Acceptances; and


(x)	on the third Business Day preceding the applicable Borrowing Date, if any new Accommodation or any Accommodation to be renewed or converted is a LIBOR Loan.

In all other cases, the Borrowing Notice shall be given to the party entitled thereto on the applicable Borrowing Date.

Any Borrowing Notice received by the Agent on any Business Day after 10:00 a.m. shall be deemed to have been given to such party on the next succeeding Business Day, unless otherwise agreed by the Lenders.

2.6 Books of Account.

The Agent is hereby authorized to open and maintain books of account and other books and records evidencing all Bankers' Acceptances accepted and cancelled and all Loans advanced and

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repaid and all other amounts from time to time owing by the Borrower to the Lenders under this Agreement including interest, acceptance, Documentary Credits 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 Agent that all such books and records kept by the 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 Agent's records, the Agent's records shall govern, absent manifest error.

2.7 Co-ordination of Prime Rate and U.S. Base Rate Loans.

Each Lender shall advance its Applicable Percentage of each Prime Rate and U.S. Base Rate Loan in accordance with the following provisions:


(a)	the Agent shall advise each Lender of its receipt of a notice from the Borrower pursuant to Section 2.5, on the day such notice is received and shall, as soon as possible, advise each Lender of such Lender's Applicable Percentage of any Prime Rate or U.S. Base Rate Loan requested by the notice;


(b)	each Lender shall deliver its Applicable Percentage of such Loan to the Agent's Account at the Branch not later than 11 :00 a.m. on the Borrowing Date;

(c)

when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met or waived, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to relevant account of the Borrower before 12:00 noon on the Borrowing Date, but if the conditions precedent to the Borrowing are not met or waived by such time, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Loan is advanced.

2.8 Bankers' Acceptances.

(a)

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amount of Bankers' Acceptances required to be accepted and purchased by such Lender. No Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument, except the gross negligence or wilful misconduct of the Lender or its officers, employees, agents or representatives. Each Lender shall maintain a record with respect to Bankers' Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at the respective maturities. Each Lender agrees to provide such records to the Borrower at the Borrower's expense upon request.

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 5.1 with respect to such Draft.


(b)	Sale of Bankers' Acceptances. It shall be the responsibility of each Lender unless otherwise requested by the Borrower, to purchase its Bankers' Acceptances at a discount rate equal to the BA Discount Rate.

In accordance with the procedures set forth in Sections 2.8(c)(i) and 2.8(c)(iii), unless the Borrower requests the Lenders not to purchase the subject Bankers' Acceptances, the Agent will make BA Discount Proceeds received by it from the Lenders available to the Borrower on the Borrowing Date by wiring such amount to the bank account of the Borrower identified to the Agent.

Notwithstanding the foregoing, if in the determination of the Majority Lenders acting reasonably a market for Bankers' Acceptances does not exist at any time, or the Lenders collectively cannot for other reasons readily sell Bankers' Acceptances or perform their other obligations under this Agreement with respect to Bankers' Acceptances, then upon at least two Business Days' written notice by the Agent to the Borrower, the Borrower's right to request Accommodation by way of Bankers' Acceptances shall be and remain suspended until the Agent notifies the Borrower that any condition causing such determination no longer exists.


(c)	Coordination of BA Borrowings. Each Lender shall advance its Applicable Percentage of each Borrowing by way of Bankers' Acceptances in accordance with the following:


(i)	the Agent, promptly following receipt of a notice from the Borrower pursuant to Section 2.5 requesting a Borrowing by way of Bankers' Acceptances, shall advise each Lender of the aggregate Face Amount and term(s) of the Bankers' Acceptances to be accepted by it, which term(s)

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shall be identical for all Lenders. The aggregate Face Amount of Bankers' Acceptances to be accepted by a Lender shall be determined by the Agent by reference to the respective Commitments of the Lenders, except that, if the Face Amount of a Bankers' Acceptance would not be One Hundred Thousand Canadian Dollars (Cdn.$100,000) or a whole multiple thereof, the Face Amount shall be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand Canadian Dollars (Cdn.$100,000);

(ii)

unless requested by the Borrower not to purchase the subject Bankers' Acceptances, each Lender shall transfer to the Agent at the Branch for value on each Borrowing Date immediately available Canadian Dollars in an aggregate amount equal to the BA Discount Proceeds of all Bankers' Acceptances accepted and sold or purchased by the Lender on such Borrowing Date, net of the applicable Bankers' Acceptance Fees in respect of such Bankers' Acceptances. Each Lender shall also advise the Agent (which shall promptly give the relevant particulars to the Borrower) as soon as possible of the discount rate at which it has sold or purchased its Bankers' Acceptances;


(iii)	if the Borrower requests the Lenders not to purchase the subject Bankers' Acceptances, each Lender will forward the subject Bankers' Acceptances to the Agent for delivery against payment of the applicable Bankers' Acceptance Fees; and

(iv)

if the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met or waived, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower prior to 12:00 noon on the Borrowing Date, or, if applicable shall deliver the Bankers' Acceptances as directed by the Borrower, but if the conditions precedent to the Borrowing are not met or waived by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made.

(d)

Payment. The Borrower shall provide for the payment to the Agent for the account of the Lenders of the Face Amount of each Bankers' Acceptance at its maturity, either by payment of the amount thereof or through utilization of the Credit Facility in accordance with this Agreement (by rolling over the Bankers' Acceptance or converting it into other Accommodation or a combination thereof). The Borrower will continue to be required to provide as aforesaid for each Bankers' Acceptance at maturity notwithstanding the fact that a Lender may be the holder of the Bankers' Acceptance which has been accepted by such Lender.


(e)	Collateralization .


(i)	If any Bankers' Acceptance is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the

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account of the Lenders at the Branch in Canadian Dollars an amount equal to the Face Amount of such Bankers' Acceptance.

(ii)

All funds received by the Agent pursuant to Section 2.8(e)(i) shall be held by the Agent for set-off on the maturity date of the Bankers' Acceptance against the liability of the Borrower to the Lender in respect of such Bankers' Acceptance and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable Bankers' Acceptance and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lender under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required bylaw.


(f)	Notice of Rollover or Conversion. The Borrower shall give the Agent notice in the form attached as Schedule 2(B) or Schedule 2(C) hereto, as applicable, not later than 11:00 a.m. on the Business Day prior to the maturity date of Bankers' Acceptances, specifying the Accommodation into which the Bankers' Acceptances will be renewed or converted on maturity.


(g)	Obligations Absolute. The obligations of the Borrower with respect to Bankers' Acceptances under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:


(i)	any lack of validity or enforceability of any Draft accepted by a Lender as a Bankers' Acceptance; or


(ii)	the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the holder of a Bankers' Acceptance, a Lender or any other person or entity, whether in connection with this Agreement or otherwise.


(h)	Shortfall on Drawdowns, Rollovers and Conversions. The Borrower agrees that the difference between the:


(i)	amount of a Borrowing requested by the Borrower by way of Bankers' Acceptances and the actual proceeds of the Bankers' Acceptances;


(ii)	actual proceeds of a Bankers' Acceptance and the amount required to pay a maturing Bankers' Acceptance if a Bankers' Acceptance is being rolled over; and


(iii)	actual proceeds of a Bankers' Acceptance and the amount required to repay any Borrowing which is being converted to a Bankers' Acceptance,

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shall be funded and paid by the Borrower from its own resources, by 11 :00 a.m. (Calgary 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 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 4.1.

(i)

Depository Bills and Notes Act. At the option of any Lender (and notwithstanding Section 2.8 (a), Bankers' Acceptances under this Agreement to be accepted by that Lender may be issued in the form of Depository Bills for a deposit with the Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All Depository Bills so issued shall be governed by the provisions of this Section 2.8, as applicable.

(j)

BA Equivalent Loans. Whenever the Borrower requests an Advance that includes Banker's Acceptances, each Lender that is not permitted by Applicable Law or by customary market practice to accept a Banker's Acceptance (a "Non BA Lender" ) shall, in lieu of accepting its pro rata amount of such Banker's Acceptances, make available to the Borrower on the Borrowing Date a non-interest bearing loan (a "BA Equivalent Loan" ) in Canadian Dollars in an amount equal to the BA Discount Proceeds of its pro rata amount of the Banker's Acceptances, based on the BA Discount Rate applicable to such Lender. Each Non BA Lender shall also be entitled to deduct from the BA Equivalent Loan an amount equal to the Banker's Acceptance Fee that would have been applicable had it been able to accept Banker's Acceptances. The BA Equivalent Loan shall have a term equal to the term of the Banker's Acceptances that the Non BA Lender would otherwise have accepted and the Borrower shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Banker's Acceptances that it would otherwise have accepted. All provisions of this Agreement applicable to Banker's Acceptances and Lenders that accept Banker's Acceptances shall apply mutatis mutandis to BA Equivalent Loans and Non BA Lenders and, without limiting the foregoing, Accommodations shall include BA Equivalent Loans.

2.9 LIBOR Loans.

(a)

If the Agent determines in (which determination shall be made in good faith and shall be conclusive and binding) in connection with any request for a LIBOR Loan or a conversion or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the applicable offshore U.S. Dollar market for the applicable amount and LIBOR Period of such LIBOR Loan, or adequate and reasonable means do not exist for determining the LIBOR Rate for such LIBOR Loan, or (b) if the Majority Lenders determine and notify the Agent that the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent shall promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent revokes such

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notice. Upon receipt of such notice of suspension, the Borrower may revoke any pending request for a LIBOR Loan, or conversion or continuation of a LIBOR Loan, or, failing that, will be deemed to have converted such request into a request for a U.S. Base Rate Loan in the amount specified therein.


(b)	The Borrower shall give the Agent notice in writing not later than 10:00 a.m. on the third Business Day prior to the expiry of the LIBOR Interest Period in respect of a LIB OR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such expiry.

(c)

If no notice is given by the Borrower as provided in clause (a) or (b) above, the LIBOR Loan will be automatically converted on the expiration of the then applicable LIBOR Interest Period to a U.S. Base Rate Loan, without prejudice to the Lenders' rights in respect of the failure to give the notice and whether or not a Default or Event of Default has occurred, in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section.


(d)	If any LIBOR Loan is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the account of the Lenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan.

(e)

All funds received by the Agent pursuant to clause (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law.


(f)	Each Lender shall advance its Applicable Percentage of each LIBOR Loan in accordance with the following provisions:


(i)	the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.5 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Applicable Percentage of any Borrowing by way of LIBOR Loan requested by the notice;

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(ii)	each Lender shall deliver its share of the Borrowing to the Agent's Account at the Branch not later than 11:00 a.m. on the Borrowing Date; and

(iii)

when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the LIBOR Loan is advanced.

2.10 Safekeeping of Drafts.

The responsibility of the Agent and the Lenders in respect of the safekeeping of Drafts, Bankers' Acceptances 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.

2.11 Certification to Third Parties.

The 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.

ARTICLE 3

DOCUMENTARY CREDITS

3.1 Documentary Credits.

The Documentary Credit Lender agrees, on the terms and conditions of this Agreement, to issue Documentary Credits under the Credit Facility only for the account of the Borrower from time to time on any Business Day prior to the Maturity Date in respect of the Documentary Credit Lender.

3.2 Procedure for Issue.

(a)

Each Issue shall be made on notice substantially in the form of Schedule 4 (an "Issue Notice" ) given by the Borrower to the Agent not later than 1:00 p.m. (Toronto time) on three (3) Business Day's notice. The Issue Notice shall be in substantially the form of Schedule 4 shall be irrevocable and binding on the Borrower and shall specify (i) the requested date of Issue (the "Issue Date" ), (ii) the Type of Documentary Credit, (iii) the Face Amount of the Documentary Credit, (iv) the expiration date, and (v) the name and address of the Beneficiary. The Agent shall, upon receipt of an Issue Notice, provide a copy of the Issue Notice to the Documentary Credit Lender and to each other Lender.

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(b)	Not later than 1:00 p.m. (Toronto time) on the Issue Date, the Documentary Credit Lender shall issue a Documentary Credit completed in accordance with the Issue Notice in the appropriate form. Upon receipt of the Documentary Credits and upon fulfilment of the conditions set forth in ARTICLE 11, the Agent shall deliver the Documentary Credits to or to the order of the Borrower.


(c)	No Documentary Credit shall require that payment against a conforming draft be made on the same Business Day upon which the draft was presented, unless such presentation is made before 1:00 p.m. (Toronto time) on such Business Day.


(d)	Prior to the Issue Date, the Borrower shall provide a precise description of the documents and the verbatim text of any certificates to be presented by the Beneficiary which, if presented by the Beneficiary, would require the Documentary Credit Lender, to make payment under the Documentary Credit. The Documentary Credit Lender may require reasonable changes in any such document or certificate.

3.3 Form of Documentary Credits.

Each Documentary Credit (i) shall be in Canadian Dollars or United States Dollars, (ii) shall be dated the Issue Date (iii) shall have an expiration date on a Business Day which occurs no more than one year after the Issue Date (provided, however, no expiration date shall be a date after the Maturity Date), and (iv) shall comply with the definition of Documentary Credit. Without limiting Section 2.l(a), the aggregate of the Canadian Dollar Amount of the Face Amounts of all issued Documentary Credits shall not exceed $10,000,000 at any time.

3.4 Reimbursements of Amounts Drawn.


(a)	At or before 11 :00 a.m. (Toronto time) on the date specified by a Beneficiary as a drawing date under a Documentary Credit, the Borrower shall pay to the Documentary Credit Lender an amount in same day funds equal to the amount to be drawn by the Beneficiary under the Documentary Credit.

(b)

If the Borrower fails to pay to the Documentary Credit Lender the amount drawn under any Documentary Credit, the unpaid amount due and payable shall be converted automatically as of such date, and without the necessity for the Borrower to give any Borrowing Notice pursuant to Section 2.5, to a Prime Rate Loan, where the Documentary Credit is denominated in Canadian Dollars and a U.S. Base Rate Loan is denominated in U.S. Dollars, made by the Lenders rateably under the Credit Facility.

3.5 Documentary Credit Participation.

(a)

Each Lender shall acquire from the Documentary Credit Lender for the Lender's own account and risk, an undivided interest equal to the Lender's pro rata share of the Documentary Credit Lender's obligations and rights under each Documentary Credit together with any amount paid by the Documentary Credit Lender under a Documentary Credit. If an amount is drawn under any Documentary Credit and the Documentary Credit Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or if the amount is converted to an Advance pursuant to Section 3.4(b), each of the Lenders shall pay to the Documentary Credit

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Lender, upon demand, an amount equal to such Lender's pro rata share of the amount which is not so reimbursed or shall acquire its pro rata share of the Advance into which the amount is converted, as the case may be.

(b)

If any amount required to be paid by a Lender to the Documentary Credit Lender pursuant to Section (a) is not paid to the Documentary Credit Lender within two Business Days after the date the payment is due, the Lender shall pay to the Documentary Credit Lender, on demand, such amount together with interest, from the date the payment was to be made until the date it is actually made, at the prevailing interbank rate. A certificate of the Documentary Credit Lender, submitted to the relevant Lender with respect to any amounts owing under this Section shall be conclusive, absent manifest error.

(c)

If, at any time after the Documentary Credit Lender has made a payment under any Documentary Credit and has received from the Lenders their pro rata share of such payment, the Documentary Credit Lender receives a payment in respect of the Documentary Credit (whether directly from the Borrower or otherwise), the Documentary Credit Lender will distribute to the Lenders their pro rata share of such payment; provided, however, if any payment so received by the Documentary Credit Lender shall be required to be returned by the Documentary Credit Lender, each Lender shall return to the Documentary Credit Lender the portion thereof previously distributed to it.

3.6 Risk of Documentary Credits.


(a)	In determining whether to pay under a Documentary Credit, the Documentary Credit Lender shall be responsible only to determine that the documents and certificates required to be delivered under the Documentary Credit have been delivered and that they comply on their face with the requirements of the Documentary Credit.

(b)

The reimbursement obligation of the Borrower under any Documentary Credit shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including (i) any lack of validity or enforceability of a Documentary Credit, (ii) the existence of any claim, set-off, defence or other right which the Borrower may have at any time against a Beneficiary, the Documentary Credit Lender or any other Person, whether in connection with the Loan Documents and the transactions contemplated therein or any other transaction (including any underlying transaction between the Borrower and the Beneficiary), (iii) any certificate or other document presented with a Documentary Credit proving to be forged, fraudulent or invalid or any statement in it being untrue or inaccurate, (iv) the existence of any act or omission or any misuse of, a Documentary Credit or misapplication of proceeds by the Beneficiary, including any fraud in any certificate or other document presented with a Documentary Credit in each case unless, before payment of a Documentary Credit, (x) the Borrower has delivered to the Documentary Credit Lender a written notice of the fraud together with a written request that it refuse to honour such drawing, (y) the fraud by the Beneficiary has been established to the knowledge of the Documentary Credit Lender so as to make the fraud clear or obvious to the Documentary Credit Lender, and (z) in the case of fraud in the underlying transaction between the Borrower and the Beneficiary, the fraud is of such character as to make the demand for payment by the

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Beneficiary under the Documentary Credit a fraudulent one, (v) payment by the Documentary Credit Lender under the Documentary Credit against presentation of a certificate or other document which does not comply with the terms of the Documentary Credit, unless such payment is inconsistent with the standards of reasonable care specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision), ICC Publication 500 (or any replacement publication), or (vi) the existence of a Default or Event of Default.

(c)

The Documentary Credit Lender shall not be responsible for (i) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Documentary Credit or the rights or benefits under it or proceeds of it, in whole or in part, which may prove to be invalid or ineffective for any reason, (ii) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, facsimile or otherwise, (iii) errors in interpretation of technical terms, (iv) any loss or delay in the transmission of any document required in order to make a drawing, and (v) any consequences arising from causes beyond the control of the Documentary Credit Lender, including the acts or omissions, whether rightful or wrongful, of any Governmental Authority. None of the above shall affect, impair, or prevent the vesting of any of the Documentary Credit Lender's rights or powers under this Agreement. Any action taken or omitted by the Documentary Credit Lender under or in connection with any Documentary Credit or the related certificates, if taken or omitted in good faith, shall not put the Documentary Credit Lender under any resulting liability to the Borrower provided that the Documentary Credit Lender acts in accordance with the standards of reasonable care specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision), ICC Publication 500 (or any replacement publication).

3.7 Fees.

(a)

The Borrower shall pay to the Agent, (i) on behalf of the Documentary Credit Lender, a non-refundable fronting fee in respect of each Documentary Credit equal to 0.25% of its Face Amount (the "L/C Fronting Fee" ), and (ii) on behalf of each Lender, a fee equal to the Applicable Margin for Documentary Credits of the Face Amount of each Documentary Credit for the period during which the Documentary Credit is outstanding (the "L/C Maintenance Fee" ). The UC Fronting Fee and the UC Maintenance Fee shall be calculated and payable quarterly in arrears on the first Business Day following the end of each Financial Quarter.

(b)

The Borrower shall pay to the Documentary Credit Lender, upon the issuance, amendment or transfer of each Documentary Credit issued by the Documentary Credit Lender and each drawing made under it, the Documentary Credit Lender's standard and prevailing documentary and administrative charges for issuing, amending, transferring or drawing under, as the case may be, Documentary Credits of similar amount, term and risk.

3.8 Repayments.


(a)	If the Borrower is required to repay the Loans pursuant to ARTICLE 2 or ARTICLE 12, then the Borrower shall pay to the Agent an amount equal to each Lender's contingent liability in respect of (i) any outstanding Documentary Credit, and (ii) any

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Documentary Credit which is the subject matter of any order, judgment, injunction or other such determination (a "Judicial Order" ) restricting payment under and in accordance with such Documentary Credit or extending the Lender's liability under such Documentary Credit beyond its stated expiration date. Payment in respect of each Documentary Credit shall be due in the currency in which the Documentary Credit is denominated.


(b)	The Documentary Credit Lender shall, with respect to any Documentary Credit, upon the later of:


(i)	the date on which any final and non-appealable order, judgment or other such determination has been rendered or issued either terminating the applicable Judicial Order or permanently enjoining the Lender from paying under such Documentary Credit; and


(ii)	the earlier of (i) the date on which either (x) the original counterpart of the Documentary Credit is returned to the Documentary Credit Lender for cancellation, or (y) the Documentary Credit Lender is released by the Beneficiary from any further obligations, and (ii) the expiry (to the extent permitted by any applicable law) of the Documentary Credit,

pay to the Borrower an amount equal to the difference between the amount paid to the Documentary Credit Lender pursuant to Section 3.8(a) and the amounts paid by the Documentary Credit Lender under the Documentary Credit.

3.9 Documentary Credits Outstanding Upon Default.

If any Documentary Credits are outstanding upon the occurrence of an Event of Default, the Borrower shall immediately pay to the Agent for the account of the Documentary Credit Lender an amount (the "Documentary Credit Deposit Amount" ) equal to the undrawn principal amount of the Documentary Credits. The Documentary Credit Deposit Amount shall be held by the Agent in an interest bearing account to be applied on any drawing by a Beneficiary and shall constitute "Obligations" under the Third Supplemental Indenture. If no drawing is made in respect of a Documentary Credit prior to its expiry date, the Documentary Credit Deposit Amount applicable thereto and any accrued interest thereon, or such part thereof as has not been paid out, shall be returned to the Borrower promptly following the expiry or cancellation of the Documentary Credit.

ARTICLE 4

INTEREST

4.1 Interest on Loans.

(a)

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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.

(b)

U.S. Base Rate Loan. Each U.S. Base 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 U.S. Base Rate, plus the Applicable Margin then in effect, which shall, in each case, change automatically without notice to the Borrower as and when the U.S. Base Rate shall change so that at all times the rates set forth above shall be the U.S. Base Rate then in effect. Interest on each U.S. Base 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 U.S. Base 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.

(c)

LIBOR Loans. Each LIBOR 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 LIBOR Loan to, but not including, the date of repayment thereof on the unpaid principal amount thereof at a nominal rate per annum equal to the LIBOR Rate determined by the Agent for each LIBOR Interest Period applicable to such LIBOR Loan plus the Applicable Margin in effect on the first day of such LIBOR Interest Period. Interest on each LIBOR Loan shall be computed on the basis of the actual number of days elapsed divided by three hundred and sixty (360). Interest in respect of each LIBOR Loan shall be payable on the last day of each LIBOR Interest Period applicable thereto and also, with respect to each LIBOR Interest Period which is longer than ninety (90) days, the last day of such LIBOR Interest Period and each date within such LIBOR Interest Period which is the first Business Day following the expiration of each ninety (90) day interval after the first day of such LIBOR Interest Period; provided, however, that interest on overdue interest shall be payable on demand.

4.2 LIBOR Interest Period Determination.

The Borrower shall select the duration of each LIBOR Interest Period by facsimile or telephone notice (to be confirmed the same day in writing) received by the Agent not later than 10:00 a.m. on the third Business Day preceding the applicable Borrowing Date. The first LIBOR Interest Period for any LIBOR Loan shall commence on (and include) the Borrowing Date for such LIBOR Loan, and each LIBOR Interest Period occurring thereafter for such LIBOR Loan shall commence on (and include) the day following the expiration of the next preceding LIBOR Interest Period. Notwithstanding the foregoing, if any LIBOR Interest Period would otherwise expire on a day which is not a Business Day, such LIBOR Interest Period shall expire on the next succeeding Business Day provided it is in the same calendar month, and otherwise shall expire on the preceding Business Day.

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4.3 Interest on Overdue Amounts.

The Borrower will on demand pay interest to the Agent on all amounts (other than as provided in Section 4.1) payable by the Borrower pursuant to this Agreement that are not paid when due at the Prime Rate plus 2% per annum, in the case of amounts payable in Canadian Dollars, or the U.S. Base Rate plus 2% per annum, in the case of amounts payable in U.S. Dollars, in each case 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.

4.4 Other Interest.

The Borrower shall pay interest on all amounts payable hereunder at the rate specified herein or, if no rate is specified, at the U.S. Base Rate if the amount payable is in U.S. Dollars and otherwise at the Prime Rate 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).

4.5 Interest Act (Canada).

For the purpose of the Interest Act (Canada), the yearly rate of interest to which interest calculated on the basis of a year of 360 or 365 days is equivalent is the rate of interest as so determined multiplied by the actual number of days in such year divided by 360 or 365, respectively.

4.6 Deemed Reinvestment 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.

4.7 Maximum Return.

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.

ARTICLE 5

FEES

5.1 Acceptance Fees.

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calculated on the Face Amount of the Bankers' Acceptance and shall be calculated on the basis of the number of days in the term of such Bankers' Acceptance.

5.2 Commitment Fee.

The Borrower shall pay to the Agent a commitment fee in Canadian Dollars so long as the Agent has not demanded or the Lenders have not ceased to make advances under Section 12.2, 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 commitment 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.

5.3 Basis of Calculation of Fees.

The fees payable under Sections 3.7, 5.1 and 5.2 with respect to any period shall be calculated on the basis of the actual number of days in such period divided by 365 or 366 days, as the case maybe.

ARTICLE 6

PAYMENT

6.1 Voluntary Repayment of Outstanding Accommodation.


(a)	Repayments. The Borrower shall have the right to voluntarily repay outstanding Accommodations from time to time on any Business Day without premium on the terms and conditions set forth in this Section:

(i)

With respect to any voluntary repayment of an Accommodation, unless the Agent with the consent of the Lenders otherwise approves, the Canadian Dollar Amount of Accommodation included in such repayment shall be Two Million Five Hundred Thousand Canadian Dollars (Cdn.$2,500,000) or whole multiples of One Hundred Thousand Canadian Dollars (Cdn.$100,000) or the entire amount of that type of Accommodation outstanding, the U.S. Dollar amount of Accommodation included in such repayment shall be Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000) or whole multiples of One Hundred Thousand U.S. Dollars (U.S.$100,000) or the entire amount of that type of Accommodation outstanding, and the Borrower shall give the Agent a written notice of repayment substantially in the form of Schedule 6.l(a) (a "Notice of Repayment" ), specifying the amount, the type or types of Accommodation to be included in the repayment (and where such Accommodation includes any Loan, the currency thereof and the interest rate applicable thereto) and the applicable voluntary repayment date, which notice shall be irrevocable by the Borrower. The Notice of Repayment shall be given to the Agent not later than 10:00 a.m.:


(A)	on the second Business Day preceding the applicable repayment date in the case of Loans with a Canadian Dollar Amount in the

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aggregate equal to or greater than Two Million Five Hundred Thousand Canadian Dollars (Cdn.$2,500,000);


(B)	on the second Business Day preceding the applicable repayment date in the case of Bankers' Acceptances in an aggregate Face Amount equal to or greater than Two Million Five Hundred Thousand Canadian Dollars (Cdn.$2,500,000); and


(C)	on the third Business Day preceding the applicable repayment date in the case of LIBOR Loans.


(ii)	In all other cases, Notice of Repayment shall be given on the applicable repayment date.


(iii)	Any Notice of Repayment received by the Agent on any Business Day after 11 :00 a.m. shall be deemed to have been given to the Agent on the next succeeding Business Day.

(iv)

On the applicable voluntary repayment date, the Borrower shall pay to the Agent for the account of the Lenders, the amount of any Accommodation that is subject to the repayment, together with all interest and other fees and amounts accrued, unpaid and due in respect of such repayment; provided, however, that accrued interest will not be repayable prior to the applicable interest payment date in Section 4.1 in respect of Prime Rate Loans or U.S. Base Rate Loans unless the full balance outstanding thereunder is voluntarily repaid.


(b)	Repayment of Certain Types of Accommodation. The following provisions shall also apply to the voluntary repayment by the Borrower of the following types of Accommodation:


(i)	Subject to Section 6.l(c), no repayment of any LIBOR Loan shall be made otherwise than upon the expiration of any applicable LIBOR Interest Period; and


(ii)	No repayment of outstanding Accommodation in the form of Bankers' Acceptance shall be made otherwise than upon the expiration or maturity date or, in the case of a Documentary Credit, on the date of surrender thereof to the Documentary Credit Lender.

(c)

Repayment of LIBOR Loans. Notwithstanding Sections 6.l(a) and 6.l(b), a LIBOR Loan may be repaid at any time within the thirty (30) day period after the Borrower receives notice that it is required to pay any amount under Section 7.6 in respect of such Accommodation, provided that in addition to the other amounts required to be paid pursuant to this Section at the time of such repayment, the Borrower pays to the Agent for the account of the Lenders at such time all reasonable breakage costs incurred by the Lenders with respect to, and all other amounts payable by the Borrower under Sections 7.6 and 7.7 in connection with,

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such repayment. A certificate of a Lender or Lenders as to such costs, providing details of the calculation of such costs, shall be prima facia evidence.

6.2 Repayment on Maturity Date and Extension.

(a)

Subject to the provisions of this Agreement and to this Section, the Borrower shall repay in full all outstanding Accommodations to each Lender on the Maturity Date of such Lender, together with all interest, fees and other amounts payable hereunder on the Maturity Date of such Lender, in each case, to the Agent for the account of the applicable Lender(s), and the Commitment of such Lender shall be permanently cancelled and the aggregate Committed Amount shall be permanently cancelled by a corresponding amount.

(b)

By notice in writing to the Agent in the form of Schedule 3 (a "Notice of Extension") given not more than 90 and not less than 45 days prior to each anniversary date of the date of this Agreement, the Borrower may request each Lender to extend the Maturity Date of such Lender for an additional period of 365 days. The Lenders agree that they shall give or withhold their consent in a timely manner so that the Agent may provide a response to the Borrower to the Notice of Extension within thirty (30) days from the date of such receipt, provided that the decision of any Lender to extend the Maturity Date in respect of such Lender shall be at the sole discretion of such Lender. The Borrower shall be entitled to replace any Lender which dissents in response to the Notice of Extension (a "Dissenting Lender") with another existing Lender or Lenders without the consent of any of the remaining Lenders; or to replace a Dissenting Lender with any financial institution which is not an existing Lender with the consent of the Agent and the Documentary Credit Lender, such consent not to be unreasonably withheld. The Borrower shall be entitled, with the unanimous consent of the Lenders who have agreed to extend, to permanently cancel the Commitment of any Dissenting Lender and repay such Dissenting Lender, at which time the Committed Amount shall be permanently reduced by the amount of such Commitment.

6.3 Excess Accommodation.

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 Committed Amount, the Borrower shall immediately upon request of the Agent:


(a)	to the extent any of the Accommodations are Prime Rate Loans, U.S. Base Rate Loans, repay such excess; and


(b)	in the case of Banker's Acceptances or LIBOR Loans, pay to the Agent for the account of the Lenders an amount in Canadian Dollars or U.S. Dollars, as applicable, equivalent to the amount by which the Committed Amount is exceeded.

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Funds paid under clause (b) shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for terms corresponding to the applicable term of the Banker's Acceptance or the LIBOR Interest Period, as the case may be, and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity.

6.4 Illegality.

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 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 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 Accommodation affected thereby.

ARTICLE 7

PAYMENTS AND INDEMNITIES

7.1 Payments on Non-Business Days.

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.

7.2 Method and Place of Payment.

Unless otherwise provided herein, all payments made by the Borrower to the Agent under this Agreement will be made not later than 2:00 p.m. 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 Agent on the next Business Day.

7.3 Net Payments.

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 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 Agent receives the full amount of the original payment.

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7.4 Agent May Debit Account.

The Agent may debit accounts of the Borrower with the Agent (if any) for any payment or amount due and payable by the Borrower pursuant to this Agreement without further direction from the Borrower to the Agent.

7.5 Currency of Payment.

Accommodation shall be repaid by the Borrower to the 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.

7.6 General Indemnity.

The Borrower shall indemnify the 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 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:


(a)	any Environmental Matter, Environmental Liability or Environmental Proceeding; and


(b)	any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, which the Agent or Lender may sustain or incur as a consequence of:


(i)	failure by the Borrower to make payment when due of the principal amount of or interest on any LIBOR Loan;


(ii)	failure by the Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice;

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(iii)	failure by the Borrower in repaying a Borrowing after the Borrower has given a notice of repayment;


(iv)	any breach, non-observance or non-performance by the Borrower of any of its obligations, covenants, agreements, representations or warranties contained in this Agreement; and


(v)	except as otherwise provided in Section 6.l(c)the repayment of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Interest Period or the repayment of any Bankers' Acceptance otherwise than on the maturity date thereof.

The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to any of the Agent and the Lenders at common law or otherwise and this Section shall survive the repayment of the Accommodation 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.

7.7 Early Termination of LIBOR Interest Period.

Without limiting Section 7 .6, if the Agent is required to arrange for early termination of any LIBOR Interest Period or to arrange to acquire funds for any period other than a LIBOR Interest Period to permit the Borrower to repay any LIBOR Loan, the Borrower shall reimburse the Lenders for all losses and reasonable out-of-pocket expenses incurred by them as a result of the early termination of the LIBOR Interest Period in question or as a result of entering into the new arrangement to the extent that such losses and expenses result from such payment. If any such early termination or new arrangement cannot be effected by the Agent on behalf of the Lenders, the Borrower shall continue to pay interest to the Agent in U.S. Dollars at the LIBOR Rate specified hereunder upon an amount of U.S. Dollars equal to the amount of the principal repayment for the remainder of the then current LIBOR Interest Period. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to any of the Agent and the Lenders at common law or otherwise and this Section shall survive the repayment of the Accommodation and the termination of this Agreement. A certificate of a Lender or Lenders as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.

7.8 Outstanding Bankers' Acceptances.

If the Credit Facility is terminated at any time prior to the maturity date of any Bankers' Acceptance issued hereunder, the Borrower shall pay to the Lenders, on demand, an amount with respect to each such Bankers' Acceptance equal to the total amounts which would be required to purchase in the Canadian Dollars market, as of 10:00 a.m. 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 having a term to maturity similar to the period from such demand to maturity of such Bankers' Acceptance. Upon payment by the Borrower as required under this paragraph, the Borrower shall have no further liability in respect of each such Bankers' Acceptance 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 and the Lenders shall indemnify and

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hold harmless the Borrower in respect of all amounts which the Borrower may be required to pay under each such Bankers' Acceptance to any party other than the Lenders.

ARTICLE 8

SECURITY

8.1 Security.

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 Agent and to the Lenders under the Existing Credit Agreement, the Borrower provided to the Agent on behalf of the Lenders a pledge of the Senior Pledged Bond, Series 2, such pledge being pursuant to the Bond Delivery Agreement. The parties hereby confirm that all present and future indebtedness, liabilities and obligations of the Borrower to the Agent and the Lenders under this Agreement shall constitute "Obligations" for the purposes of the Third Supplemental Indenture and shall be subject to the Senior Pledged Bond, Series 2 .

ARTICLE 9

REPRESENTATIONS AND WARRANTIES

9.1 Representations and Warranties.

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 Agent and the Lenders that the following are true and correct in all material respects:

(a)

Existence - the Borrower and each of its Subsidiaries is a partnership, corporation or other entity, as the case may be, incorporated or organized and subsisting under the laws of its jurisdiction of incorporation or organization, specified on Schedule 9.l(a) (as such Schedule may be amended from time to time by Borrower and provided to the Lenders, provided that such amendments shall not otherwise be contrary to this Agreement) with and has all requisite partnership, corporate or other power and authority to own, hold under license or lease its property, undertaking and Assets and to carry on (i) its Business as now conducted (and as now proposed to be conducted); and (ii) the transactions contemplated by this Agreement and each other Loan Document to which it is a party. The General Partner is a corporation, duly and validly incorporated, organized and existing as a corporation under the laws of the Province of Alberta and has the legal capacity to act as the General Partner of the Borrower;


(b)	Capacity - each of the Borrower and the General Partner has the legal capacity and right to enter into the Loan Documents and do all acts and things and execute and deliver all agreements, documents and instruments as are required thereunder to be done, observed or performed by it in accordance with the terms and conditions thereof;


(c)	Authority - the execution and delivery by the Borrower and General Partner of this Agreement and each of the Loan Documents to which it is a party, and the performance by it of its obligations thereunder have been duly authorized by all

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necessary corporate, partnership or other action including, without limitation, the obtaining of all necessary shareholder, partnership or other relevant consents. No authorization, consent, approval, registration, qualification, designation, declaration or filing with any Governmental Authority or other Person, is or was necessary in connection with the execution, delivery and performance of the Borrower's or General Partner's obligations under this Agreement and the other Loan Documents to which it is a party, except such as are in full force and effect, unamended at the date hereof;

(d)

Execution and Delivery, Enforceability - each of the Loan Documents has been duly executed and delivered by each of the Borrower and the General Partner and constitutes a valid and legally binding obligation of the Borrower enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, arrangement or other statutes or judicial decisions affecting the enforcement of creditors' rights in general and to general principles of equity under which specific performance and injunctive relief may be refused by a court in its discretion;

(e)

No Litigation - there is no existing, pending or, to the knowledge of the Borrower or the General Partner, threatened litigation by or against the Borrower, its Subsidiaries or the General Partner which could reasonably be expected to be adversely determined to the rights of the Borrower, its Subsidiaries or the General Partner and which could reasonably be expected to cause a Material Adverse Effect; no event has occurred and, to the knowledge of the Borrower or the General Partner, no state or condition exists, which could give rise to any such litigation;

(f)

No Conflict - the execution and delivery by the Borrower and the General Partner and the performance by them of their obligations under, and compliance with the terms, conditions and provisions of, this Agreement and each other Loan Document will not conflict with or result in a breach of any of the terms, conditions or provisions of (i) its articles, by-laws, partnership agreement or other organizational documents, as the case may be; (ii) any Applicable Law; (iii) any Material Agreement or any material contractual restriction binding on or affecting it or its Assets; or (iv) any material judgment, injunction, determination or award which is binding on it in each such case except to the extent that such breach could not reasonably be expected to result in a Material Adverse Change;

(g)

Financial Statements - the financial statements and forecasts of the Borrower and its Subsidiaries which have been provided to the Agent are accurate and complete in all material respects, and fairly present the consolidated financial condition and business operations of the Borrower and its Subsidiaries, as at the date thereof and are prepared in a form and manner consistent with existing financial reporting practices of the Borrower in accordance with GAAP;


(h)	Books and Records - all books and records of the Borrower and its Subsidiaries have been fully and accurately kept and completed and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The

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Borrower's and its Subsidiaries' records, systems, controls, data or information are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electric, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the direct control of Borrower or its Subsidiaries, as applicable;


(i)	No Material Adverse Change - there has been no Material Adverse Change since December 31, 2009;


(j)	Compliance with Laws and Agreements - the Borrower, its Subsidiaries and the General Partner are in compliance with all Applicable Laws and all agreements or contracts where any non-compliance could reasonably be expected to cause a Material Adverse Effect;

(k)

Approvals - all Governmental Approvals and other consents or authorizations necessary to permit the Borrower and its Subsidiaries and the General Partner (i) to execute, deliver and perform each Loan Document to which it is a party (if any), and to consummate the transactions contemplated thereby; and (ii) to own and operate the Business, have been obtained or effected and are in full force and effect. The Borrower and its Subsidiaries are in compliance with the requirements of all such Governmental Approvals and consents and there is no Claim existing, pending or, to the knowledge of the Borrower or the General Partner, threatened which could result in the revocation, cancellation, suspension or any adverse modification of any of such Governmental Approvals or consent;


(1)	No Default - no Default or Event of Default under this Agreement or the Master Trust Indenture has occurred or is continuing which has not (i) been expressly waived in writing by the Agent, the Trustee under the Master Trust Indenture and the holders of the Senior Bonds, Series 05-1 and holders of the Senior Bonds, Series 09-1; or (ii) been remedied (or otherwise ceased to be continuing);


(m)	Ownership of Assets, Principal Property - the Borrower and its Subsidiaries each has good and marketable title to (and in the case of the Borrower) free and clear of all Liens, other than Permitted Liens, all of its respective Assets used in the Business. The Principal Property in the name of the General Partner is and will be held by the General Partner in trust for the Borrower;


(n)	Taxes -

(i)

the Borrower and its Subsidiaries are currently exempt from (i) income tax under the Income Tax Act (Canada), and (ii) realty taxes under the Assessment Act (Alberta); the Borrower is not in default of any of the filings, payments or other requirements necessary to maintain such exempt status, nor does the Borrower have any knowledge of any event which could result in the Borrower or AltaLink ceasing to be exempt from taxation under such statutes; and

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(ii)

the Borrower and its Subsidiaries have filed or caused to be filed all tax returns which, to its knowledge, are required to have been filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided in its books); and no tax liens have been filed and, to the knowledge of the Borrower no claims are being asserted with respect to any such taxes, fees or other charges;


(o)	No Proceedings - no essential portion of the Borrower's or any of its Subsidiaries' real or leased property has been taken or expropriated by any Governmental Authority nor has written notice or proceedings in respect thereof been given or commenced nor is the Borrower aware of any intent or proposal to give any such notice or commence any such proceedings;


(p)	Environmental - except as disclosed to the Agent, neither the Borrower nor any of its Subsidiaries has:


(i)	any knowledge of any Environmental Adverse Effect or any condition existing at, on or under the Principal Property which, in any case or in the aggregate, with the passage of time or the giving of notice or both, could reasonably be expected to give rise to liability of the Borrower or any of its Subsidiaries resulting in a Material Adverse Effect;

(ii)

any knowledge of any present or prior leaks or spills with respect to underground storage tanks and piping system or any other underground structures existing at, on or under Principal Property or of any past violations by any Applicable Laws, policies or codes of practice involving the Principal Property, which violations, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect;


(iii)	any knowledge that it has any obligation under any Environmental Laws to pay any compensation or damages resulting from the operation of the Principal Property, or that it will have any such obligation resulting from the maintenance and operation of the Principal Property, which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and


(iv)	any Environmental Liability which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect except as disclosed by the Borrower to the Agent in writing prior to the Effective Date;


(q)	No Proceedings or Investigations - none of the Borrower or its Subsidiaries is, as at the date that this representation is made or deemed to be made, the subject of

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any civil, criminal or regulatory proceeding or governmental or regulatory investigation with respect to Environmental Laws nor are any of them aware of any threatened proceedings or investigations which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect except as disclosed in accordance with the notice requirements set out in Section 10.5. The Borrower and its Subsidiaries are actively and diligently proceeding to use all reasonable efforts to comply with all Environmental Laws and all such activities are being carried on in a prudent and responsible manner and with all due care and due diligence;


(r)	Insurance - the Borrower and its Subsidiaries maintain insurance or self insure (including business interruption insurance, property insurance and general liability insurance) with responsible insurance carriers and in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties;

(s)

Pension Plans - Neither the Borrower nor any of its Subsidiaries (except AltaLink Management Ltd.) has established or is party to or obligated under any pension plans. All pension plans established by AltaLink Management Ltd. are being operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except for such instances of non• compliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable pension plan documents or applicable Laws to be paid or accrued by AltaLink Management Ltd., to the extent failure to do so could reasonably be expected to result in a Material Adverse Effect, are being paid or accrued as required;

(t)

Subsidiaries - (i) the Borrower is the sole limited partner and is the owner of 99.99% of the Equity Securities in AltaLink and AltaLink Management Ltd. is the sole general partner and is the owner of .01 % of the Equity Securities of AltaLink, (ii) no Person has any right or option to purchase or otherwise acquire any of the Equity Securities of AltaLink; and (iii) the Borrower does not own or hold any Equity Securities in, directly or indirectly, any other Person, other than as disclosed in Schedule 9.l(a), as amended from time to time and provided to the Lenders (provided such amendments shall not otherwise be contrary to this Agreement).

(u)

Complete Disclosure - all written information and data concerning the Borrower, the General Partner and the Borrower's Subsidiaries that have been prepared by it or any of its representatives or advisors and that have been made available to the Agent or the Lenders are and, at the time such information and data were made available, were true and correct in all material respects and do not, and, at the time such information and data were made available, did not, contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements contained in such information and data not misleading in light of the circumstances under which such statements were made.

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9.2 Survival of Representations and Warranties.

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

ARTICLE 10

COVENANTS

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:

10.1 Reporting Covenants.


(a)	Information and Certificates. The Borrower shall furnish to the Agent (in "pdf" format where practicable, or in such other form as may be agreed between the Borrower and the Agent):

(i)

not later than one hundred and forty (140) days (or such earlier date as may be prescribed from time to time under applicable securities legislation for the delivery of annual financial statements to security holders) after the end of each Fiscal Year, the annual financial statements (consolidated and unconsolidated) of the Borrower consisting of a balance sheet and statements of income, retained earnings and changes in financial position for the year then ended and for the immediately preceding Fiscal Year together with the report on such consolidated statements of the Borrower's auditors and the discussion and analysis of such consolidated statements prepared by the management of the Borrower;

(ii)

not later than sixty (60) days (or such earlier date as may be prescribed from time to time under applicable securities legislation for the delivery of interim financial statements to security holders) after the end of each fiscal quarter the unaudited interim financial statements (consolidated and unconsolidated) of the Borrower, including a balance sheet and statements of income and changes in financial position for the period then ended and for the year to date and for the comparative periods in the prior Fiscal Year of the Borrower;

(iii)

at the request of the Agent, at the time the same are sent, copies of all other financial statements and such other information or material, including, without limitation, copies of all financial statements, reports, notices, and other documents, if any, which the Borrower may make to, or file with, any Governmental Authority or (and to the extent not already provided under the Master Trust Indenture) of any officer certificates, notices and other information delivered to the Trustee under the Master Trust Indenture including, without limitation, notice of any "Event of

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Default" under the Master Trust Indenture, at the time such documents are required to be delivered to the Trustee in accordance with the provisions of the Master Trust Indenture;


(iv)	on or before thirty (30) days prior to the beginning of the next Fiscal Year of the Borrower, an annual consolidated and unconsolidated financial forecast of the Borrower;


(v)	a certified copy of any supplemental indenture which amends in any way the Master Trust Indenture; and


(vi)	upon delivery of each of the items set out in Sections 10.l(a)(i) and (ii) of this Agreement, the Borrower's Certificate of Compliance.

10.2 Payments Under This Agreement and Loan Documents.

The Borrower shall pay, discharge or otherwise satisfy all amounts payable under this Agreement in accordance with the terms of this Agreement and all amounts payable under any Loan Document in accordance with the terms thereof.

10.3 Proceeds.

The Borrower shall use the proceeds of any Accommodation only for the purposes permitted pursuant to Section 2.3

10.4 Inspection of Property, Books and Records, Discussions.

The Borrower and each of its Subsidiaries shall keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Applicable Laws and on a basis consistent with its financial statements shall be made of all dealings and transactions in relation to its business and activities, and permit representatives and agents of the Agent upon reasonable notice to the Borrower and during business hours, to visit and inspect any of the properties and examine and make abstracts from any of the books and records of the Borrower as often as may reasonably be desired, and, subject to applicable securities laws, to discuss the business, operations, property, condition and prospects (financial or otherwise) of the Borrower with those officers and employees of the Borrower designated by its senior executive officers.

10.5 Notices. The Borrower shall promptly give notice to the Agent of:


(a)	the occurrence of any Default or Event of Default;

(b)

the commencement of, or receipt by the Borrower of a written threat of, any action, suit or proceeding against or affecting the Borrower or any of its Subsidiaries before any court or arbitrator or before or by any Governmental Authority, in Canada or elsewhere, or before any board, which claims in excess of Twelve Million and Five Hundred Thousand Canadian Dollars (Cdn.$12,500,000) or which, in any case or in the aggregate, has, or has any reasonable likelihood of having, a Material Adverse Effect, and such further information in respect thereof as the Agent may request from time to time;

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(c)	any notice of any violation or administrative or judicial complaint or order having been filed or, to the Borrower's knowledge, about to be filed against the Borrower which has, or has any reasonable likelihood of having, a Material Adverse Effect;


(d)	any notice from any Governmental Authority or any other Person alleging that the Borrower is or may be subject to any Environmental Liability which has, or has any reasonable likelihood of having, a Material Adverse Effect;


(e)	any notice of any material violation of Applicable Utilities Legislation;


(f)	the occurrence or non-occurrence of any other event which has, or has a reasonable likelihood of having, a Material Adverse Effect; and


(g)	any change in the ratings assigned by each of the Rating Agencies to the Senior Bonds, Series 05-1 or the Senior Bonds, Series 09-1.

10.6 Disbursements under Master Trust Indenture.

The Borrower shall disburse and apply all Net Revenues (as such term is defined in the Master Trust Indenture) in accordance with Section 4.1 of the Master Trust Indenture.

10.7 Cure Defects.

The Borrower shall promptly cure or cause to be cured any defects in the execution and delivery of any of the Loan Documents or any of the other agreements, instruments or documents contemplated thereby or executed pursuant thereto or any defects in the validity or enforceability of any of the Loan Documents and execute and deliver or cause to be executed and delivered all such agreements, instruments and other documents as the Agent may consider necessary or desirable for the foregoing purposes.

10.8 Carrying on Business.

The Borrower and each of its Subsidiaries shall own, maintain and repair or reconstruct the Principal Property and all other Assets, including licences, permits and intellectual property, necessary to operate the Business and directly receive all revenues associated therewith and shall at all times carry on and conduct the Business in a proper, efficient and businesslike manner and in accordance with good business practices so as to comply with all applicable regulatory requirements and preserve and protect the revenues thereof.

10.9 Insurance and Insurance Proceeds.

(a)

The Borrower and each of its Subsidiaries shall maintain insurance with respect to its properties and business and against such casualties and contingencies and in such types and such amounts as shall be in accordance with sound business practices which are standard in the industry and in accordance with any express requirements of Governmental Authorities, where applicable, including the right to self-insure and/or co-insure with respect to any of the insurance required to be maintained by the Borrower pursuant to this paragraph.

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(b)

Immediately upon receipt by the Borrower of any Insurance Proceeds, Borrower shall apply such Insurance Proceeds in accordance with Section 4.1 of the Master Trust Indenture. Notwithstanding the foregoing, to the extent that any Insurance Proceeds are used by the Borrower, within 12 months after receipt of same, to replace or repair the Assets in respect of which the Insurance Proceeds were received, then such Insurance Proceeds need not be so applied. Borrower shall provide Agent with a copy of any officer's certificate provided pursuant to Section 6.10 of the Master Trust Indenture.

10.10 Compliance with Laws and Agreements.

The Borrower and each of its Subsidiaries shall at all times comply in all material respects with all requirements of the Applicable Utilities Legislation and all other Applicable Laws. The Borrower shall at all times comply in all material respects with all Material Agreements, including, without limitation, the Master Trust Indenture.

10.11 Taxes.

The Borrower and each of its Subsidiaries shall, from time to time, pay or cause to be paid all Taxes lawfully levied, assessed or imposed upon or in respect of its property or any part thereof or upon its income and profits as and when the same become due and payable and withhold and remit any amounts required to be withheld by it from payments due to others and remit the same to any government or agency thereof, and it will exhibit or cause to be exhibited to the Agent, when requested, the receipts and vouchers establishing such payment and will in all material respects duly observe and conform to all applicable requirements of any Governmental Authority relative to any of the property or rights of the Borrower and all covenants, terms and conditions upon or under which any such property or rights are held; provided, however, that the Borrower shall have the right to contest, in good faith and diligently by legal proceedings, any such Taxes and, during such contest, may delay or defer payment or discharge thereof.

10.12 Further Assurances.

At the Borrower's cost and expense, upon request of the Agent, duly execute and deliver or cause to be duly executed and delivered to the Agent such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Agent to carry out more effectually the provisions and purposes of the Loan Documents.

10.13 Limitation on Indebtedness.

The Borrower will not, and will not permit any Non-AltaLink Subsidiary to, directly or indirectly, create, incur assume, suffer to exist any Indebtedness other than (i) Indebtedness under the Senior Bonds, Series 05-1, such Indebtedness not to exceed $200,000,000, excluding accrued but unpaid interest, in the aggregate at any time, (ii) Indebtedness under the Senior Bonds, Series 09-1, such Indebtedness not to exceed $150,000,000 excluding accrued but unpaid interest, in the aggregate at any time, (iii) the Indebtedness owing to the Lenders and/or Agent under this Agreement, (iv) other Indebtedness, including Capital Lease Obligations and Purchase Money Obligations, not to exceed, in the aggregate at any time, $10,000,000 or the

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Equivalent Amount thereof, and (v) Indebtedness of the Borrower under any interest rate, currency rate or commodity hedging agreement permitted under this Agreement.

10.14 Negative Pledge.

The Borrower will not, and will not permit any Non-Altalink Subsidiary to, create, incur, assume or suffer to exist any Lien on any of its Assets, whether now owned or hereafter acquired, other than Permitted Liens.

10.15 Investments.

The Borrower shall not, directly or indirectly, make any Investments, other than (i) Investments in AltaLink and its present and future Subsidiaries, (ii) Investments in a wholly-owned Subsidiary of the Borrower or in a Non-Altalink Subsidiary in conjunction with an Acquisition made by the Borrower and permitted by Section 10.18 of this Agreement or other Investments in such Subsidiaries (and provided for greater certainty that the aggregate amount of all such Investments in any Fiscal Year together with the amount of Acquisitions under Section 10.18 in any Fiscal Year shall not exceed the aggregate amount permitted by Section 10.18), and (iii) other Investments related to the Business to a maximum aggregate amount of $5,000,000. For purposes of this Section 10.15 and Section 10.16 (and paragraph 5 of the Certificate of Compliance), a Subsidiary of the Borrower (other than AltaLink) shall be deemed to be a wholly owned Subsidiary of the Borrower so long as (a) the Borrower is the sole limited partner and is the owner of 99.99% of the Equity Securities of such Subsidiary and the sole general partner of such Subsidiary is the owner of .01 % of the Equity Securities of Subsidiary, (b) no Person has any right or option to purchase or otherwise acquire any of the Equity Securities of such Subsidiary, and (c) SNC Lavalin Group Inc. continues to own (directly or indirectly) 100% of the Equity Securities of the general partner of such Subsidiary.

10.16 Change in Business and Ownership of AltaLink and Subsidiaries.

The Borrower and its Subsidiaries shall not engage in any business other than the Business. The Borrower shall ensure that (a) AltaLink is at all times a direct, wholly-owned Subsidiary of the Borrower, and (b) at no time shall the total revenues and total Assets, respectively, of all non wholly-owned Subsidiaries of the Borrower exceed 10% of the Borrower's consolidated revenues or Consolidated Assets, as disclosed in the most recent audited financial statements delivered to Agent and Lenders pursuant to Section 10.1, as the case may be.

10.17 Mergers, Etc.

Neither the Borrower nor any Subsidiary of the Borrower shall enter into, any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, winding-up, merger, transfer, sale, lease or otherwise) whereby all or any substantial part of its undertaking or Assets would become the property of any other Person.

10.18 Acquisitions.

Neither the Borrower nor any Subsidiary of the Borrower shall make, directly or indirectly, any Acquisition other than Acquisitions which (i) pertain to the Business, and (ii) where the value of the Assets acquired do not, in any Fiscal Year, exceed the lesser of (y) 25% of the Consolidated

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Assets, and (z) 25% of consolidated revenues of the Borrower (determined in accordance with GAAP), in each case, as disclosed in the most recent audited financial statements delivered to Agent and Lenders pursuant to Section 10.1, and provided that no Default or Event of Default has occurred or is continuing or would occur as a result of such Acquisition.

10.19 Transactions with Non-Arm's Length Persons.

Neither the Borrower nor any Subsidiary of the Borrower shall, directly or indirectly, (a) purchase, acquire, lease or license any material property, assets, right or service from, or (b) sell, transfer, lease or license any property, assets, right or services to, any Person (including any Partner and their respective Affiliates) not dealing at arm's length with the Borrower, or any Affiliate of any such Person, except at prices and on terms not less favourable to the Borrower than those which could have been obtained in an arm's length transaction with an arm's length Person.

10.20 Environmental Covenants.


(a)	The Borrower and its Subsidiaries shall, at all times conduct and maintain the Business in compliance in all material respects with all Environmental Laws and Environmental Approvals.


(b)	If the Borrower or any of its Subsidiaries shall:


(i)	receive notice from any Governmental Authority that any material violation of any Environmental Law or Environmental Approval has been, may have been, or is about to be committed by the Borrower or its Subsidiaries;

(ii)

receive notice that any Remedial Order or other proceeding has been filed or is about to be filed against the Borrower or any of its Subsidiaries alleging material violations of any Environmental Law or requiring the Borrower or any of its Subsidiaries to take any material action in connection with the Release or threatened Release of a Hazardous Substance into the environment or requiring the cessation of a nuisance; or


(iii)	receive any notice from a Governmental Authority alleging that the Borrower or any of its Subsidiaries may be liable or responsible for material costs associated with a nuisance or a response to, or clean up of, a Release or threatened Release of a Hazardous Substance into the environment or any damages caused thereby;

then the Borrower shall in each such case provide the Agent with a copy of such notice within ten (10) days of the Borrower's or Subsidiary's receipt thereof, and thereafter shall keep the Agent informed in a timely manner of any developments in such matters, and shall provide to the Agent such other information in respect thereto as may be reasonably requested by the Agent from time to time.

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10.21 Hedging Agreements.

Neither the Borrower nor any Subsidiary of the Borrower (excluding AltaLink) shall enter into any Financial Instrument Obligation (or similar understanding or obligation) except in accordance with Section 6.3 of the Master Trust Indenture.

10.22 Distributions.

The Borrower shall not make or commit to make any Distributions if a Default or Event of Default has occurred and is continuing or could reasonably be expected to result therefrom. Borrower shall provide Agent with satisfactory evidence of pro forma compliance with the financial covenants set out in Section 10.24 of this Agreement, after giving effect to such proposed Distribution and compliance with Section 4.1 of the Master Trust Indenture.

10.23 Fiscal Year.

Neither the Borrower nor any Subsidiary of the Borrower shall change its Fiscal Year.

10.24 Financial Covenants.

The Borrower shall comply with the following financial covenants:


(a)	Interest Coverage Ratio. The Borrower shall maintain, measured each Fiscal Quarter in each Fiscal Year, commencing with the Fiscal Quarter ending December 31, 2010, a ratio of EBITDA for the four Fiscal Quarters then ended to Interest Expense for the four Fiscal Quarters then ended, of not less than 2.25: 1; and


(b)	Consolidated Total Debt to Consolidated Total Capitalization. The Borrower and its Subsidiaries shall maintain, during each Fiscal Quarter in each Fiscal Year, commencing with the Fiscal Quarter ending December 31, 2010, a maximum ratio of Consolidated Total Debt to Consolidated Total Capitalization of 80%.

10.25 Master Trust Indenture.

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, positive and negative, contained in the Master Trust Indenture. Notwithstanding the foregoing, in the event of any conflict or inconsistency between any of the provisions in this Agreement and any of the provisions in the Master Trust Indenture, as against the parties hereto and their respective successors and permitted assigns the provisions in this Agreement shall prevail.

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ARTICLE 11

CONDITIONS PRECEDENT TO BORROWINGS

11.1 Conditions Precedent to the Closing.

The effectiveness of this Agreement is subject to the condition precedent that the Agent and each Lender shall be satisfied with, or the Borrower shall have delivered to the 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:


(a)	this Agreement shall have been duly executed and delivered by the Borrower and the General Partner;


(b)	completion of and satisfactory results with respect to, such financial, business and legal due diligence as reasonably requested by the Lenders;


(c)	the Agent or the Lenders shall have received any other Loan Documents required by the Agent or the Lenders duly executed by the Borrower and the General Partner, as the case may be;


(d)	the following documents in form, substance and execution acceptable to the Agent shall have been delivered to the Agent:

(i)

duly certified copies of the constating documents of the Borrower and the General Partner, all necessary resolutions of the board of directors or similar necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Loan Documents (excluding Loan Documents executed and delivered prior to the date hereof pursuant to the Existing Credit Agreement) to which it is a party and the entering into and performance of the transactions contemplated herein and therein;


(ii)	certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement, on behalf of the Borrower and the Loan Documents to which it is a party;


(iii)	certificate of status or the equivalent relative to the Borrower and the General Partner under its jurisdiction of creation; and


(iv)	the opinion of counsel for the Borrower in form and substance satisfactory to the Lenders;


(e)	there not having occurred a Material Adverse Change since September 30, 2010;


(f)	all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and any fee letter shall have been paid to the Agent;


(g)	there shall exist no Default or Event of Default;

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(h)	the Agent and Lenders shall have received confirmation that the Senior Bonds, Series 09-1 have a minimum rating of BBB- from S&P and BBB from DBRS.

11.2 Conditions Precedent to All Borrowings, Conversions.

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:


(a)	the Agent shall have received any required Borrowing Notice;


(b)	the Agent shall have received any required Documentary Credit agreement, or other Loan Document;


(c)	there shall exist no Default or Event of Default on the applicable Borrowing Date, nor shall any arise as a result of giving effect to the requested Borrowing;


(d)	all representations and warranties contained in ARTICLE 9 shall be true on and as of the Borrowing Date with the same effect as if such representations and warranties had been made on and as of such Borrowing Date; and


(e)	all fees payable on or before the subsequent Borrowing in connection with the Credit Facility under this Agreement or any other Loan Document shall have been paid to the Agent and the Lenders, as applicable.

11.3 Waiver.

The Lenders may, at their option, waive any condition precedent set out in Section 11.1 or 11.2 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 11 or any other provision hereof on future occasions.

ARTICLE 12

EVENTS OF DEFAULT

12.1 Events of Default.

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

(a)

Default in Payment of any Amount Hereunder. If the Borrower fails to pay (i) any principal amount of the Accommodations when such amount becomes due and payable, (ii) any interest or fees owing to the Lenders and/or Agent or any of them hereunder, or under any Loan Document when due and payable hereunder or thereunder and such failure shall remain unremedied for five (5) Business Days or (iii) any other amount owing to the Lenders and/or Agent or any of them hereunder, or under any Loan Document when due and payable hereunder or thereunder and such failure shall remain unremedied for five (5) Business Days;

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(b)	Representation or Warranty. If any representation and warranty made by the Borrower in or in connection with this Agreement or any of the other Loan Documents shall be untrue in any material respect on the date upon which it was given;


(c)	Default in Negative Covenants.


(i)	If the Borrower or any of its Subsidiaries (as applicable and as if each Subsidiary of the Borrower were party hereto) shall fail, refuse or default in any material respect with the performance or observance of any of the covenants contained in Sections 10.13, 10.15, 10.16(b) and 10.18 to 10.23 inclusive, and such failure shall continue unremedied for 15 days; or

(ii)

If the Borrower or any of its Subsidiaries (as applicable and as if each Subsidiary of the Borrower were party hereto) shall fail, refuse or default in any material respect with the performance or observance of any of the covenants contained in Sections 10.14, 10.16(a), 10.17, 10.24 or 10.25, (provided that, in the case of Section 10.25, there shall be no Event of Default until the expiry of the applicable cure period, if any, under the Master Trust Indenture);

(d)

Default in Other Provisions. If the Borrower or any of its Subsidiaries (as applicable and as if each Subsidiary of the Borrower were party hereto) shall fail, refuse or default in any material respect with the performance or observance of any of the other covenants, agreements or conditions contained herein and such failure, refusal or default adversely affects the Lenders and, such failure, refusal or default continues for a period of thirty (30) days after written notice thereof by the Agent;

(e)

Indebtedness. If (i) the Borrower or any of its Subsidiaries fails to pay the principal of any of its Indebtedness (which shall, for greater certainty, exclude the Indebtedness under this Agreement but shall include (without limitation) the Indebtedness under the Master Trust Indenture and the Senior Bonds, Series 05-1 and Senior Bonds, Series 09-1) which is outstanding in an aggregate principal amount exceeding (x) Cdn. $15,000,000 in the case of the Borrower and (y) Cdn. $10,000,000 in the case of AltaLink or any other Subsidiary of the Borrower (or the Equivalent Amount in any other currency) when such amount becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness described in paragraphs (x) and (y) above, without waiver of such failure by the holder of such Indebtedness on or before the expiration of such period; or (ii) any other event occurs or condition exists (including a failure to pay the premium or interest on such Indebtedness) and continues after the applicable grace period, if any, specified in any agreement or instrument relating to any such Indebtedness without waiver of such failure by the holder of such Indebtedness on or before the expiration of such period, if the effect of such event is to accelerate, or permit the acceleration of, such Indebtedness; or (iii) any such Indebtedness shall be

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declared to be, or otherwise becomes, due and payable prior to its stated maturity by reason of default;


(f)	Judgment. The rendering of a judgment or judgments against the Borrower or any of its Subsidiaries, in an aggregate amount in excess of Cdn. $20,000,000 (or the Equivalent Amount in any other currency), by a court or courts of competent jurisdiction, which judgment or judgments remain undischarged and unstayed for a period of sixty (60) days;


(g)	Change in Legislation. If there occurs any change in the Applicable Utilities Legislation or any other Applicable Laws resulting in a Material Adverse Effect on the Business of the Borrower or any of its Subsidiaries;


(h)	Termination of Material Agreements, licenses etc.


(i)	If any Material Agreement is terminated for any reason prior to the expiry of its term (except as contemplated thereunder) unless: (A) such Material Agreement is replaced by the Borrower with a contract on commercially reasonable terms or (B) such termination does not result in a Material Adverse Effect;


(ii)	if a default occurs under, or if the Borrower fails to observe or perform any term, covenant or agreement contained in, any Material Agreement unless such default or failure does not result in a Material Adverse Effect; or


(iii)	if any permit, license, consent or other authorization required to be kept in full force and effect hereunder with respect to the Business is revoked or suspended for any reason whatsoever and such revocation or suspension continues for a period of 45 days, unless the Borrower does not contest such revocation or suspension in good faith, diligently and by appropriate means;


(i)	Winding Up. If an order shall be made or an effective resolution be passed for the winding-up or liquidation of the Borrower or any of its Subsidiaries or any such proceedings are initiated unless such proceedings are being actively and diligently contested by the Issuer in good faith ;

(j)

Bankruptcy or Insolvency. If the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors or a notice of intention to make a proposal or a proposal under the Bankruptcy and Insolvency Act (Canada), or shall become insolvent or be declared or adjudged bankrupt, or a receiving order be made against the Borrower or any of its Subsidiaries or if a liquidator, trustee in bankruptcy, receiver, receiver and manager or any other officer with similar powers shall be appointed to the Borrower or any of its Subsidiaries, or if the Borrower or any of its Subsidiaries shall propose a compromise, arrangement or reorganization under the Companies' Creditors Arrangement Act (Canada) or

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any other legislation of any jurisdiction (including corporate statutes, as applicable) providing for the reorganization or winding-up of Borrower or any of its Subsidiaries or business entities or providing for an arrangement, composition, extension or adjustment with its creditors or shall voluntarily suspend transaction of its usual business, or shall take corporate or other action in furtherance of any of the foregoing purposes;

(k)

Receiver. If any proceeding for the appointment of a receiver or trustee for the Borrower or any of its Subsidiaries or for any substantial part of the property of the Borrower or any of its Subsidiaries which is material to the conduct of the Business, and any such receivership or trusteeship remains undischarged for a period of sixty (60) days, or if the Borrower or any of its Subsidiaries becomes bankrupt or unable to pay its obligations as they become due or is declared to be bankrupt or unable to pay its obligations as they become due;


(1)	Full Force and Effect. If this Agreement or any material portion hereof shall, at any time after its respective execution and delivery and for any reason, cease in any way to be in full force and effect or if the validity or enforceability of this Agreement is disputed in any manner by such Borrower and the Credit Facility have not been repaid within 30 days of demand therefor by the Agent; and


(m)	Change of Control. If there shall occur any Change of Control.

12.2 Remedies.

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 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 Agent acting on their behalf, may take any or all of the following actions:


(a)	demand payment of any principal, accrued interest, fees and other amounts which are then due and owing in respect of the Accommodation under the Credit Facility without presentment, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;


(b)	declare by notice to the Borrower the Credit Facility terminated, whereupon the same shall terminate immediately without any further notice of any kind;

(c)

commence such legal action or proceedings as it, in its sole discretion, may deem expedient, including the commencement of enforcement proceedings under the Loan Documents, all without any additional notice, presentation, demand, protest, notice of dishonour, entering into of possession of any of the assets, or any other action or notice, all of which the Borrower and General Partner hereby expressly waive; and

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(d)	demand payment of the Senior Pledged Bond, Series 2 in accordance with the provisions of the Bond Delivery Agreement.

12.3 Remedies Cumulative.

The rights and remedies of the Lenders and the Agent under this Agreement and the Loan Documents are cumulative and are in addition to and not in substitution for any other rights or remedies. Nothing contained herein or in the Loan Documents with respect to the indebtedness or liability of the Borrower to the Agent and the Lenders or any part thereof, nor any act or omission of the Agent and the Lenders with respect to the Loan Documents shall in any way prejudice or affect the rights, remedies and powers of the Agent and the Lenders hereunder or under the Loan Documents.

12.4 Appropriation of Moneys Received.

The Lenders, and the 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.

12.5 Non-Merger.

The taking of any action or dealing whatsoever by the Lender or the 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 Agent or in any way suspend payment or affect or prejudice the rights, remedies and powers, legal or equitable, which the Lenders or the Agent may have under Section 12.3 in connection with such obligations.

12.6 Waiver.

No delay on the part of the Lenders or the 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 21.1. 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 Agent of any right, power or privilege hereunder or extend to or apply to any other Default or Event of Default.

12.7 Set-off.

Upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, to the fullest extent permitted by law (including general principles of common law), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by it to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower under any of the Loan Documents, irrespective of whether or not the Lender has made demand under any of the Loan Documents and although such obligations may be unmatured or contingent. If an obligation is unascertained, the Lender may, in good faith, estimate the obligation and exercise its right of set-off in respect of the estimate, subject to providing the Borrower with an accounting when the obligation is finally determined. Each

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Lender shall promptly notify the Borrower after any set-off and application is made by it, provided that the failure to give notice shall not affect the validity of the set-off and application. The rights of the Lenders under this Section 12.7 are in addition to other rights and remedies (including all other rights of set-off) which the Lenders may have.

ARTICLE 13

YIELD PROTECTION

13.1 Increased Costs.


(a)	Increased Costs Generally. If any Change in Law shall:


(i)	impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;


(ii)	subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Accommodations made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 13.2 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or


(iii)	impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Accommodations made by such Lender,

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Accommodation (or of maintaining its obligation to make any such Accommodation), or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)

Capital Requirements. If any Lender determines that any Change in Law affecting such Lender, or any lending office of such Lender or such Lender's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Accommodations made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered.

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(c)

Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section ( "Additional Compensation" ), including a description of the event by reason of which it believes it is entitled to such compensation, and supplying reasonable supporting evidence (including, in the event of a Change in Law, a photocopy of the applicable Law evidencing such change) and reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. In the event the Lender subsequently recovers all or part of the Additional Compensation paid by the Borrower, it shall promptly repay an equal amount to the Borrower. The obligation to pay such Additional Compensation for subsequent periods will continue until the earlier of termination of the Accommodation or the Commitment affected by the Change in Law, change in capital requirement or the lapse or cessation of the Change in Law giving rise to the initial Additional Compensation. A Lender shall make reasonable efforts to limit the incidence of any such Additional Compensation and seek recovery for the account of the Borrower upon such Borrower's request at such Borrower's expense, provided such Lender in its reasonable determination suffers no appreciable economic, legal, regulatory or other disadvantage. Notwithstanding the foregoing provisions, a Lender shall only be entitled to rely upon the provisions of this Section 13.1 if and for so long as it is not treating the Borrower in any materially different or in any less favourable manner than is applicable to any other customers of such Lender, where such other customers are bound by similar provisions to the foregoing provisions of this Section 13 .1.

(d)

Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefore, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

13.2 Taxes.

(a)

Payments Subject to Taxes. If any Credit Party, the Agent or any Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of a Credit Party hereunder or under any other Loan Document, then (i) the sum payable shall be increased by that Credit Party when payable as necessary so that after making or allowing for all required deductions and payments (including deductions and payments applicable to additional sums payable under this Section) the Agent or Lender, as the case may be, receives an amount equal to the

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sum it would have received had no such deductions or payments been required, (ii) the Credit Party shall make any such deductions required to be made by it under Applicable Law and (iii) the Credit Party shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with Applicable Law.


(b)	Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph (1) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

(c)

Indemnification by the Borrower. The Borrower shall indemnify the Agent and each Lender, within 15 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Agent or such Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In the event the Lender subsequently recovers all or part of the payment made under this Section paid by the Borrower, it shall promptly repay an equal amount to the Borrower. A Lender shall make reasonable efforts to limit the incidence of any payments under this Section and seek recovery for the account of the Borrower upon the Borrower's request at the Borrower's expense, provided such Lender in its reasonable determination suffers no appreciable economic, legal, regulatory or other disadvantage.

(d)

Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Credit Party to a Governmental Authority, the Credit Parties shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(e)

Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall, at the request of the Borrower, deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition any Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine

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whether or not such Lender is subject to withholding or information reporting requirements.

(f)

Treatment of Certain Refunds and Tax Reductions. If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which a Credit Party has paid additional amounts pursuant to this Section 13.2 or that, because of the payment of such Taxes or Other Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Borrower or other Credit Party, as applicable, an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower or other Credit Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of the Agent or such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Authority with respect to such refund). The Borrower or other Credit Party as applicable, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Borrower or other Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender if the Agent or such Lender is required to repay such refund or reduction to such Governmental Authority. This paragraph shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

13.3 Mitigation Obligations: Replacement of Lenders.

(a)

Designation of a Different Lending Office. If any Lender requests compensation under Section 13.1, or requires the Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.2, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender (with the prior consent of the Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 13.1 or Section 13.2, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)

Replacement of Lenders. If any Lender requests compensation under Section 13.1, if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.2, if any Lender's obligations are suspended pursuant to Section 13.4 or if any Lender defaults in its obligation to fund Accommodations hereunder, then the Borrower may either, at its sole expense and effort, upon 10 days' notice

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to such Lender and the Agent: (i) repay all outstanding amounts due to such affected Lender (or such portion which has not been acquired pursuant to clause (ii) below) and thereupon such Commitment of the affected Lender shall be permanently cancelled and the aggregate Commitment shall be permanently reduced by the same amount and the Commitment of each of the other Lenders shall remain the same; or (ii) require such Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article 20), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


(i)	the Borrower pays the Agent the assignment fee specified in Section 20.l(b)(vi);

(ii)

the assigning Lender receives payment of an amount equal to the outstanding principal of its Accommodations Outstanding and participations in disbursements under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);


(c)	in the case of any such assignment resulting from a claim for compensation under Section 13.1 or payments required to be made pursuant to Section 13.2, such assignment will result in a reduction in such compensation or payments thereafter; and


(d)	such assignment does not conflict with Applicable Law.

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.

13.4 Illegality.

If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make or maintain any Accommodations, or to determine or charge interest rates based upon any particular rate, then, on notice thereof by such Lender to the Borrower through the Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such Lender notifies the Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or take any necessary steps with respect to any Documentary Credits in order to avoid the activity that is unlawful. Upon any such

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prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

ARTICLE 14

RIGHT OF SETOFF

14.1 Right of Setoff.

If an Event of Default has occurred and is continuing, each of the Lenders and each of their respective Affiliates is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Credit Party against any and all of the obligations of the Borrower or any Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender has made any demand under this Agreement or any other Loan Document and although such obligations of the Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers' lien) that the Lenders or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Agent after any such setoff and application, but the failure to give such notice shall not affect the validity of such setoff and application. If any Affiliate of a Lender exercises any rights under this Section 14.1, it shall share the benefit received in accordance with Section 15.1 as if the benefit had been received by the Lender of which it is an Affiliate.

ARTICLE 15

SHARING OF PAYMENTS BY LENDERS

15.1 Sharing of Payments by Lenders.

If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Accommodations and accrued interest thereon or other obligations hereunder greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Accommodations outstanding and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Accommodations outstanding and other amounts owing them, provided that:


(a)	if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

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(b)

the provisions of this Section shall not be construed to apply to (x) any payment made by any Credit Party pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Accommodations or participations in disbursements under Documentary Credits to any assignee or participant, other than to any Credit Party or any Affiliate of a Credit Party (as to which the provisions of this Section shall apply); and

(c)

the provisions of this Section shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Documents, (y) any reduction arising from an amount owing to a Credit Party upon the termination of derivatives entered into between the Credit Party and such Lender, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender.

The Credit Parties consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.

ARTICLE 16

AGENT'S CLAWBACK

16.1 Agent's Clawback.

(a)

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender prior to the proposed date of any advance of funds that such Lender will not make available to the Agent such Lender's share of such advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender's Accommodation included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to

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any claim the Borrower may have against a Lender that has failed to make such payment to the Agent.

(b)

Payments by Borrower; Presumptions by Agent. Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of any Lender hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.

ARTICLE 17

AGENCY

17.1 Appointment and Authority.

Each of the Lenders hereby irrevocably appoints the Agent to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and no Credit Party shall have rights as a third party beneficiary of any of such provisions.

17.2 Rights as a Lender.

The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Credit Party or any Affiliate thereof as if such Person were not the Agent and without any duty to account to the Lenders.

17.3 Exculpatory Provisions.


(a)	The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agent:


(i)	shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

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(ii)

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), but the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable Law; and


(iii)	shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of their Affiliates that is communicated to or obtained by the person serving as the Agent or any of its Affiliates in any capacity.

(b)

The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as is necessary, or as the Agent believes in good faith is necessary, under the provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or wilful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing the Default is given to the Agent by the Borrower or a Lender.

(c)

Except as otherwise expressly specified in this Agreement, the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition specified in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Agent.

17.4 Reliance by Agent.

The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Accommodation that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the

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contrary from such Lender prior to the making of such Accommodation or the issuance of such Documentary Credit. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

17.5 Indemnification of Agent.

Each Lender agrees to indemnify the Agent and hold it harmless (to the extent not reimbursed by the Borrower), rateably according to its Applicable Percentage (and not jointly or jointly and severally) from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel, which may be incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or the transactions therein contemplated. However, no Lender shall be liable for any portion of such losses, claims, damages, liabilities and related expenses resulting from the Agent's gross negligence or wilful misconduct.

17.6 Delegation of Duties.

The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent from among the Lenders (including the Person serving as Agent) and their respective Affiliates. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The provisions of this Article and other provisions of this Agreement for the benefit of the Agent shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

17.7 Replacement of Agent.

(a)

The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with the prior consent of the Borrower, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or Calgary Alberta or an Affiliate of any such Lender with an office in Toronto or Calgary. The Agent may also be removed at any time by the Majority Lenders upon 30 days' notice to the Agent and the Borrower as long as the Majority Lenders, with the prior consent of the Borrower, appoint and obtain the acceptance of a successor within such 30 days, which shall have an office in Toronto/Calgary, or an Affiliate of any such Lender with an office in Toronto/Calgary.


(b)	If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section l 7.7(a), provided that if the Agent shall notify the Borrower and the

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Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed); and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in the preceding paragraph.

(c)

Upon a successor's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Agent, the provisions of this ARTICLE 17 and of ARTICLE 19 shall continue in effect for the benefit of such former Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the former Agent was acting as Agent.


(d)	The Parties hereto agree that notwithstanding the forgoing section, as of the date of this Agreement The Toronto-Dominion Bank shall have been replaced by RBC as Agent under the Existing Credit Agreement and RBC shall have been appointed successor Agent, and each of the parties hereto confirms and agrees with such appointment.

17.8 Non-Reliance on Agent and Other Lenders.

Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

17.9 Collective Action of the Lenders.

Each of the Lenders hereby acknowledges that to the extent permitted by applicable Law, any collateral security and the remedies provided under the Loan 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 collateral security are to be exercised not

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severally, but by the Agent upon the decision of the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents). Accordingly, notwithstanding any of the provisions contained herein or in any collateral security, 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 Agent with the prior written agreement of the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents). Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given, it shall co-operate fully with the Agent to the extent requested by the Agent. Notwithstanding the foregoing, in the absence of instructions from the Lenders and where in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the interest of the Lenders.

17.10 No Other Duties, etc.

Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers or holders of similar titles, if any, specified in this Agreement shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent or a Lender hereunder.

ARTICLE 18

NOTICES: EFFECTIVENESS; ELECTRONIC COMMUNICATION

18.1 Notices, etc.

(a)

Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as-provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or telecopier to the addresses or facsimile or telecopier numbers specified elsewhere in this Agreement or, if to a Lender, to it at its address or telecopier number specified in the Register or, if to a Credit Party other than the Borrower , in care of the Borrower.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile or telecopier shall be deemed to have been given when sent (except that, if not given on a Business Day between 9:00 a.m. and 5:00 p.m. local time where the recipient is located, shall be deemed to have been given at 9:00 a.m. on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


(b)	Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the

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Agent, provided that the foregoing shall not apply to notices to any Lender if such Lender has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e• mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.


(c)	Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

ARTICLE 19

EXPENSES; INDEMNITY: DAMAGE WAIVER

19.1 Expenses; Indemnity: Damage Waiver.

(a)

Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Accommodations issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Accommodations.


(b)	Indemnification by the Borrower. The Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "lndemnitee" ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,

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liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any lndemnitee by any third party or by any Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non• consummation of the transactions contemplated hereby or thereby, (ii) any Accommodation or the use or proposed use of the proceeds therefrom (including any refusal by the Documentary Credit Lender to honour a demand for payment under a Documentary Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Documentary Credit), (iii) any actual or alleged presence or Release of Hazardous Substance on or from any property owned or operated by any Credit Party, or any Environmental Liabilities related in any way to any Credit Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Credit Party and regardless of whether any lndemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such lndemnitee or (y) result from a claim brought by the Borrower or any other Credit Party against an lndemnitee for breach of such lndemnitee's obligations hereunder or under any other Loan Document, if the Credit Party has obtained a final and nonappealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Section 13.1, Section 13.2 and Section 19.l(a)

(c)

Reimbursement by Lenders. To the extent that a Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the umeimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph (a) are subject to the other provisions of this Agreement concerning several liability of the Lenders.


(d)	Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Credit Parties shall not assert, and hereby waive, any claim against any lndemnitee, on any theory of liability, for indirect, consequential, punitive, aggravated or exemplary damages (as opposed to direct damages)

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arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby or thereby, any Accommodation or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e)

Payments. All amounts due under this Section shall be payable promptly after demand therefor with documented particulars thereof. A certificate of the Agent or a Lender setting forth the amount or amounts owing to the Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error.

ARTICLE 20

SUCCESSORS AND ASSIGNS

20.1 Successors and Assigns.

(a)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


(b)	Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Accommodations outstanding at the time owing to it); provided that:


(i)	except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Accommodations outstanding at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or

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an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount;


(ii)	each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Accommodations outstanding or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis;


(iii)	any assignment must be approved by the Documentary Credit Lender (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender;


(iv)	any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Moodys, S&P and DBRS, respective I y;


(v)	any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or if an Event of Default has occurred and is continuing; and no assignment will be made to a Foreign Lender unless an Event of Default has occurred and is continuing; and


(vi)	the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of Cdn $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Agent pursuant to clause (iv) of this paragraph (b), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,

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in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of ARTICLE 13 and ARTICLE 19, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Accommodations to the Borrower.

(c)

Register. The Agent shall maintain at one of its offices in Toronto, Ontario a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Accommodations outstanding owing to, each Lender pursuant to the terms hereof from time to time (the "Register" ). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)

Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or the Agent, sell participations to any Person (other than a natural person, a Credit Party or any Affiliate of a Credit Party ) (each, a "Participant" ) in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Accommodations outstanding owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any payment by a Participant to a Lender in connection with a sale of a participation shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of ARTICLE 13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of ARTICLE 13 as though it were a Lender, provided such Participant agrees to be subject to ARTICLE 15 as though it were a Lender.

(e)

Limitation on Participants Rights. A Participant shall not be entitled to receive any greater payment under Section 13.1 and Section 13.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 13 .2.

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(f)	Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, but no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

ARTICLE 21

AMENDMENTS AND WAIVERS

21.1 Amendments and Waivers.

(a)

Subject to subsections (b) and (c), no acceptance, amendment or waiver of any provision of any of the Loan Documents, nor consent to any departure by the Borrower or any other Person from such provisions, shall be effective unless in writing and approved by the Majority Lenders. Any acceptance, amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

(b)

Only written acceptances, amendments, waivers or consents signed by all the Lenders shall (i) increase a Lender's Commitment; (ii) reduce the principal or amount of, or interest on, directly or indirectly, any Accommodation outstanding or any fees; (iii) postpone any date fixed for any payment of principal of, or interest on, any Accommodation outstanding or any fees; (iv) change the percentage of the Commitments or the number or percentage of Lenders required for the Lenders, or any of them, or the Agent to take any action; (v) change the definition of Majority Lenders; (vi) release or cancel any security for any obligation of a Credit Party hereunder; or (vii) amend this Section 21.l(b).


(c)	Only written acceptances, amendments, waivers or consents signed by the Agent, in addition to the Majority Lenders, shall affect the rights or duties of the Agent under the Loan Documents.

21.2 Judgment Currency.

(a)

If,for the purposes of obtaining judgment in any court, it is necessary to convert a sum due to a Lender in any currency (the "Original Currency" ) into another currency (the "Other Currency" ), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such Lender could purchase the Original Currency with the Other Currency on the Business Day preceding the day on which final judgment is given or, if permitted by Applicable Law, on the day on which the judgment is paid or satisfied.


(b)	The obligations of the Borrower in respect of any sum due in the Original Currency from it to any Lender under any of the Loan Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in the Other Currency, the Lender may, in accordance with

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normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Lender in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding the judgment, to indemnify the Lender, against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally due to the Lender in the Original Currency, the Lender shall remit such excess to the Borrower.

ARTICLE 22

GOVERNING LAW; JURISDICTION; ETC.

22.1 Governing Law; Jurisdiction; Etc.


(a)	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Alberta and the laws of Canada applicable in that Province.

(b)

Submission to Jurisdiction. Each Credit Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of Alberta , and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Credit Party or its properties in the courts of any jurisdiction.

(c)

Waiver of Venue. Each Credit Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defence of an inconvenient forum to the maintenance of such action or proceeding in any such court.

ARTICLE 23

WAIVER OF JURY TRIAL

23.1 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A

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TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTE:MPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN TIDS SECTION.

ARTICLE 24

COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION

24.1 Counterparts; Integration; Effectiveness; Electronic Execution.

(a)

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it has been executed by the Agent and when the Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)

Electronic Execution of Assignments. The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the Personal Information Protection Act (Alberta) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act, as the case maybe.

ARTICLE 25

TREATMENT OF CERTAIN INFORMATION: CONFIDENTIALITY

25.1 Treatment of Certain Information: Confidentiality.


(a)	Each of the Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it,

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its Affiliates and its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and representatives (to the extent necessary to administer or enforce this Agreement and the other Loan Documents) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority having jurisdiction over it (including any self-regulatory authority), (c) to the extent required by applicable Laws or similar legal process, (d) to any other party hereto, ( e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (t) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by such Person or actually known to such Person or (y) becomes available to the Agent or any Lender on a non-confidential basis from a source other than a Credit Party. If the Agent or any Lender is requested or required to disclose any Information (other than by any bank examiner) pursuant to or as required by applicable Laws or by a subpoena or similar legal process, the Agent or such Lender, as applicable, shall use its reasonable commercial efforts to provide the Borrower with notice of such requests or obligation in sufficient time so that the Borrower may seek an appropriate protective order or waive the Agent's, or such Lender's, as applicable, compliance with the provisions of this Section, and the Agent and such Lender, as applicable, shall, to the extent reasonable, co-operate with the Borrower in the Borrower obtaining any such protective order.

(b)

For purposes of this Section, "Information" means all information received from any Credit Party relating to any Credit Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Agent or any Lender on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to make available to the public only such Information as such person normally makes available in the course of its business of assigning identification numbers.

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(c)	In addition, and notwithstanding anything herein to the contrary, the Agent may provide basic information concerning the Borrower and the credit facilities established herein to Loan Pricing Corporation and/or other recognized trade publishers of information for general circulation in the loan market.

ARTICLE 26

MISCELLANEOUS

26.1 Further Assurances

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

26.2 Acknowledgement

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 rate share of any undistributed income.

26.3 Unmatured BAs on the Effective Date

Certain Banker's Acceptances in the aggregate principal amount of $69,500,000 which were issued under the Existing Credit Agreement have a maturity date which occurs after the Effective Date of this Amended and Restated Credit Agreement (the "Unmatured BAs" ). As a result of this and the changes to each Lender's Applicable Percentage (the "New Percentage" ) hereunder, from each such Lender's Applicable Percentage under the Existing Credit Agreement (the "Old Percentage" ), the Lenders hereby agree that (i) as of the Effective Date, each Lender's respective percentage allocation of Accommodations Outstanding in respect of the Unmatured BAs shall be that New Percentage set out in the last column of Schedule 6 to this Agreement and (2) those Lenders whose New Percentage is greater than its Old Percentage shall indemnify and hold harmless each of the Lenders whose New Percentage is less than its Old Percentage from and against any losses or costs paid or incurred by each of them in connection with the Unmatured BAs, in the event that the Borrower fails to pay such Unmatured BAs on their maturity dates, so as to give effect to the allocations under this Amended and Restated Credit Agreement in respect of such Unmatured BAs.

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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



ALTALINK INVESTMENT MANAGEMENT LTD., in it's capacity as General Partner of ALTALINK INVESTMENTS, L.P.
By:	/s/ Nicolas Poplemon
	Name:	Nicolas Poplemon
	Title:	Director

By:	/s/ Robert W. Schmidt
	Name:	Robert W. Schmidt
	Title:	Vice President

ALTALINK INVESTMENT MANAGEMENT LTD.
By:	/s/ Nicolas Poplemon
	Name:	Nicolas Poplemon
	Title:	Director

By:	/s/ Robert W. Schmidt
	Name:	Robert W. Schmidt
	Title:	Vice President



ROYAL BANK OF CANADA, as Agent
By:	/s/ Yvonne Brazier
	Name:	Yvonne Brazier
	Title:	Manager Agency

By:
	Name:
	Title:



ROYAL BANK OF CANADA, as Lender
By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

By:
	Name:
	Title:



BANK OF MONTREAL, as Lender
By:	/s/ Adam Lamb
	Name:	Adam Lamb
	Title:	Associate

By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President



ALBERTA TREASURY BRANCHES, as Lender
By:	/s/ Tim Poole
	Name:	Tim Poole
	Title:	Director, Energy ATB Financial

By:	/s/ Chris Pankerichan
	Name:	Chris Pankerichan
	Title:	Associate Director, Energy ATB Corporate Financial Services



NATIONAL BANK OF CANADA, as Lender
By:	/s/ Doug Ruzicki
	Name:	Doug Ruzicki
	Title:	Authorized Signatory

By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory



BANK OF NOVA SCOTIA, as Lender
By:	/s/ Dee Patterson
	Name:	Dee Patterson
	Title:	Managing Director

By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate

SCHEDULE l

BORROWER'S CERTIFICATE OF COMPLIANCE

TO: Royal Bank of Canada ( "RBC" ), as Agent for the Lenders, under the Credit Agreement

This Certificate is delivered to you pursuant to the amended and restated credit agreement made as of December 14, 2011 (as amended, restated or replaced from time to time, the "Credit Agreement" ) between AltaLink Investments, L.P., AltaLink Investment Management Ltd. and RBC, as Agent and Lender and the other Lenders 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:


1.	Representations and Warranties. All representations and warranties of the Borrower and the General Partner contained in the Credit Agreement are true and correct in all material respects as if made on and as of the date hereof, except as set out in Appendix I hereto or otherwise notified to the Agent under the Credit Agreement.


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


3.	Financial Covenants. The Borrower is in compliance with the financial covenants set forth in Section 10.24 of the Credit Agreement and the detailed calculations evidencing such compliance are attached hereto.


4.	Ratings. [The ratings assigned by each of the Rating Agencies to the Senior Bonds, Series 05-1 is: • and Senior Bonds, Series 09-1 is: • .]


5.	Change of Control Compliance. The aggregate revenues and total Assets of all non• wholly-owned Subsidiaries of the Borrower does not exceed 10% of the revenue and net tangible total Assets of the Borrower and its Subsidiaries. The calculations detailing such compliance are attached hereto.

DATED this___________day of_______________, 200____.



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
By:
	Name:
	Title:

By:
	Name:
	Title:

ALTALINK INVESTMENT MANAGEMENT LTD.
By:
	Name:
	Title:

By:
	Name:
	Title:

APPENDIX I

EXCEPTIONS AND QUALIFICATIONS TO

BORROWER'S CERTIFICATE OF COMPLIANCE

SCHEDULE 2(A)

BORROWING NOTICE

Royal Bank of Canada

Agency Services Group

200 Bay Street

Royal Bank Plaza

12th Floor

Toronto, ON M5J 2W7

Attention: Manager Agency

Facsimile: (416) 842-4023

The Lenders under the Credit Agreement

Dear Sirs:

You are hereby notified that the undersigned, intends to avail itself of the Credit Facility established in its favour pursuant to the amended and restated credit agreement made as of December 14, 2011 (as amended, restated or replaced from time to time, the "Credit Agreement" ) between AltaLink Investments, L.P., as Borrower, AltaLink Investment Management Ltd. and Royal Bank of Canada, as Agent and Lender, and the other Lenders which 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:


(a)	Prime Rate Loan in the amount of Cdn.$•;


(b)	U.S. Base Rate Loan in the amount of U.S.$•;


(c)	LIBOR Loan in the amount of U.S.$•, having a term and LIBOR Interest Period of• months [add same provision for any other amount and term requested] ; and


(d)	Bankers' Acceptance in the aggregate amount of Cdn.$• having a term of • months [ add same provision for any other amount and term requested ].

All Loans made pursuant to this Notice of Borrowing shall be credited to the undersigned's account no.• at [ insert account details ]. In the case of a Bankers' Acceptance or Documentary Credit, it shall be delivered to •. The requested Borrowing Date is •. [ If the undersigned requires a bank draft to be issued by RBC as a debit to the undersigned account at the Borrower's designated account 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. ]

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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.

DATED this___________day of_______________, 200____.



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
By:
	Name:
	Title:

By:
	Name:
	Title:

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SCHEDULE 2(B)

NOTICE OF ROLL OVER

Royal Bank of Canada

Agency Services Group

200 Bay Street

Royal Bank Plaza

12th Floor

Toronto, ON M5J 2W7

Attention: Manager Agency

Facsimile: (416) 842-4023

The Lenders under the Credit Agreement

Dear Sirs:

We refer to Section 2.5 of the amended and restated credit agreement made as of December 14, 2011 (as amended, restated or replaced from time to time, the "Credit Agreement" ) between AltaLink Investments, L.P., as Borrower, AltaLink Investment Management Ltd. and Royal Bank of Canada, as Agent and Lender, and the other Lenders which 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:


(a)	it intends to repay the following Bankers' Acceptances on the current maturity date:


(i)	aggregate Face Amount - $: and


(ii)	current maturity date ______________; and


(b)	the following Bankers' Acceptances are to be rolled over in accordance with the Credit Agreement by the issuance of new Bankers' Acceptances on the current maturity date specified below:


(i)	aggregate Face Amount of maturing Bankers' Acceptances - $;


(ii)	current maturity date - ______________;


(iii)	new aggregate Face Amount - $_________;


(iv)	new contract period - ____________________; and


(v)	new maturity date - __________________.

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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 of_______________, 200____.



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
By:
	Name:
	Title:

By:
	Name:
	Title:

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SCHEDULE 2(C)

CONVERSION OPTION NOTICE

Royal Bank of Canada

Agency Services Group

200 Bay Street

Royal Bank Plaza

12th Floor

Toronto, ON M5J 2W7

Attention: Manager Agency

Facsimile: (416) 842-4023

The Lenders under the Credit Agreement

Dear Sirs:

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 ________________ , 200___. The contract period for the new Bankers' Acceptances shall be ___________with a new maturity date of _____________ , 200___.

DATED this___________day of_______________, 200____.



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
By:
	Name:
	Title:

By:
	Name:
	Title:

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SCHEDULE 3

NOTICE OF EXTENSION

Royal Bank of Canada

Agency Services Group

200 Bay Street

Royal Bank Plaza

12th Floor

Toronto, ON M5J 2W7

Attention: Manager Agency

Facsimile: (416) 842-4023

Dear Sirs:

You are hereby notified that the undersigned wishes to extend the Maturity Date of each Lender for a three hundred and sixty-five (365) day period. Capitalized terms used in this Notice of Extension and not otherwise defined have the meanings given in the amended and restated credit agreement made as of December 14, 2011 between AltaLink Investments L.P., as Borrower, AltaLink Investment Management Ltd. and Royal Bank of Canada, as Agent and Lender, and the other Lenders party thereto, as amended, restated or replaced from time to time.

DATED this___________day of_______________, 200____.



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
By:
	Name:
	Title:

By:
	Name:
	Title:

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SCHEDULE 4

FORM OF ISSUE NOTICE

[Date]

Royal Bank of Canada

Agency Services Group

200 Bay Street

Royal Bank Plaza

12th Floor

Toronto, ON M5J 2W7

Attention: Manager Agency

Facsimile: (416) 842-4023

Ladies and Gentlemen:

We refer to Section 3.2 of the amended and restated credit agreement made as of December 14, 2011 (as amended, restated or replaced from time to time, the "Credit Agreement" ) between AltaLink Investments, L.P., as Borrower, AltaLink Investment Management Ltd. and Royal Bank of Canada, as Agent and Lender, and the other Lenders which become a party thereto. Capitalized terms used in this Notice and not otherwise defined have the meanings given in the Credit Agreement.

The undersigned hereby gives you notice pursuant to Section 3.2 of the Credit Agreement that the Borrower hereby requests an Issue under the Credit Agreement, and, in that connection, sets forth below the information relating to such Issue as required by Section 3.2 of the Credit Agreement:


(a)	The date of Issue, being a Business Day, is•.


(b)	The face amount of such Documentary Credit is Cdn $•!US$•.


(c)	The expiration date of such Documentary Credit, being a Business Day is•.


(d)	The proposed type of Documentary Credit is [letter of credit][letter of guarantee] .


(e)	The name and address of the Beneficiary is•.

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(f)	[Insert any special terms or conditions for the Documentary Credit.]

Yours truly,



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
By:
	Name:
	Title:

By:
	Name:
	Title:

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SCHEDULE 5

ASSIGNMENT AND ASSUMPTION

This Assigmnent and Assumption (the " Assignment and Assumption ") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the " Assignor ") and [Insert name of Assignee] (the " Assignee "). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assigmnent and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan-transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the " Assigned Interest "). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assigmnent and Assumption, without representation or warranty by the Assignor.


1.	Assignor: _____________________


2.	Assignee: _____________________

[and is an Affiliate/Approved Fund of [identify Lender] ¹ ]


3.	Borrower(s): _____________________


4.	Administrative Agent: Royal Bank of Canada, as the administrative agent under the Credit Agreement

___________________

¹ Select as applicable

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5.	Credit Agreement: The Credit Agreement dated as of December 14, 2011, among AltaLink Investments L.P., the Lenders parties thereto, Royal Bank of Canada as Administrative Agent, and the other agents parties thereto, as amended, restated or replaced from time to time.


6.	Assigned Interest:



Aggregate Amount of Commitment/Loans for all Lenders ²	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans ³	CUSIP Number
$	$	%
$	$	%
$	$	%

7. Trade Date ______________ ⁴

^{____________________________________}


²	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Dates and the Effective Date.


³	Set forthe, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


⁴	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date

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Effective Date:_________________ , 20____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:________________________

Title:

ASSIGNOR

[NAME OF ASSIGNOR]

By:________________________

Title:

Consented to and Accepted:

Royal Bank of Canada, as

Administrative Agent

By_____________________________

Title:

[Consented to:] ⁵

[NAME OF RELEVANT PARTY]

By_____________________________

Title:

_________________________

⁵ To be added only if the consent of the Borrower and/or other parties (e.g. Documentary Credit Lender) is required by the terms of the Credit Agreement.

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ANNEX 1 to Assignment and Assumption

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien , encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2 Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date , it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement , together with copies of the most recent financial statements delivered pursuant to Section _ thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent , the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

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3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law governing the Credit Agreement.

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SCHEDULE 6

COMMITMENTS OF THE LENDERS



Lenders	Lender's Commitment (Cdn.$)	Applicable Percentage
Royal Bank of Canada	$100,000,000	33.3	%
Bank of Montreal	$75,000,000	25	%
Bank of Nova Scotia	$65,000,000	21.7	%
National Bank of Canada	$40,000,000	13.3	%
Alberta Treasury Branches	$20,000,000	6.7	%

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SCHEDULE 6.l(A)

FORM OF NOTICE OF REPAYMENT

(Letter to be typed on Borrower's Letterhead)

,200_

Royal Bank of Canada

Agency Services Group

200 Bay Street

Royal Bank Plaza

12th Floor

Toronto, ON M5J 2W7

Attention: Manager Agency

Facsimile: (416) 842-4023

REPAYMENT NOTICE

Dear Sirs:

We refer to Section 6.l(a) of the amended and restated credit agreement made as of December 14 2011 (as amended, restated or replaced from time to time, the "Credit Agreement" ) between AltaLink Investments, L.P., as Borrower, AltaLink Investment Management Ltd. and Royal Bank of Canada, as Agent and Lender, and the other Lenders which become a party thereto. Capitalized terms used in this Notice and not otherwise defined have the meanings given in the Credit Agreement.

We hereby notify the Agent of our repayment of the Loan subject to and in accordance with the terms and provisions of the Credit Agreement in the amount of:

A. Repayment amount : __________________

Prime Rate Loan: __________________

BA Rate Loan: __________________ Maturity Date ___________

US Base Rate Loan: __________________

LIBOR Loan: __________________ Maturity Date ___________

B. Date of repayment: ______________________

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Proceeds of the repayment are to be deposited to the account of the Agent as follows:

Bank Name:

Account Name:

Transit #:

Account Number: CAD USD

Yours truly,



ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
By:
	Name:
	Title:

By:
	Name:
	Title:

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SCHEDULE 7

SENIOR PLEDGED BOND, SERIES 2

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FORM OF SENIOR PLEDGED BOND, SERIES 2

ALTALINK INVESTMENTS, L.P.

a limited partnership formed under

the laws of Alberta

Senior Pledged Bond, Series 2 Cdn. $350,000,000

ALTALINK INVESTMENTS, L.P. CAPITAL MARKETS PLATFORM-BOND

ALTALINK INVESTMENTS, L.P. (herein called the "Issuer" ) for value received hereby acknowledges that it is indebted to and promises to pay to the registered holder hereof upon demand the sum of Three Hundred and Fifty Million Dollars ($350,000,000.00), in· 1awful money of Canada at the office of the BNY Trust Company of Canada (the "Trustee" ) in the City of Toronto, Ontario, Canada and to pay interest thereon in accordance . with the Credit Agreement, such interest to accrue from the date hereof, or in the case of any amounts in default from the date of default, at the applicable rates of interest per annum as set out in Section 2.4 of the Third Supplemental Indenture (defined below), as well after as before demand, default and judgment with interest on any such interest overdue at the same rate in like money at the same. place and on demand.

This Bond is one of a duly authorized series of Altalink Investments, L.P. Capital Markets Platform Bonds, issued and to be issued under a trust indenture (herein called the "Master Indenture" ) made as of November 21, 2005, among the Issuer, the General Partner and the Trustee, as supplemented by the Third Supplemental Indenture (the "Third Supplemental Indenture" ) dated as of December 15, 2010, between the same parties as each may be amended, supplemented or otherwise modified from time to time.

Reference is hereby made to the provisions of the Master Indenture (including, without limitation, section 2.8 thereof) and, where applicable, the Third Supplemental Indenture and the Bond Delivery Agreement, as to the rights of the holder of this Bond, the rights of the holders of the Altalink Investments, L.P. Capital Markets Platform Bonds issued and to be issued under the Master Indenture and of the Issuer and of the Trustee in respect thereof and the terms and conditions upon which this Bond and the Altalink Investments, L.P. Capital Markets Platform Bonds are issued or may hereafter be issued, all to the same effect as if the provisions of the Master Indenture and, where applicable, the Third Supplemental Indenture and . the Bond Delivery Agreement, were herein set forth, to all of which provisions, terms and conditions the holder of this Bond agrees by acceptance hereof. ·

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This Bond is an unsecured Pledged Bond and Senior Bond of the Issuer.

IN WITNESS WHEREOF the Issuer has duly executed this Senior Pledged Bond, Series 2 as of this l?th day of December, 2010.



THIS BOND IS SUBJECT TO THE TERMS AND CONDITIONS OF A BOND DELIVERY AGREEMENT DATED AS OF DECEMBER 15, 2010 BETWEEN ALTALINK INVESTMENT MANAGEMENT LTD., AS GENERAL PARTNER OF ALTALINK INVESTMENTS, L.P., ALTALINK INVESTMENT MANAGEMENT LTD. AND ROYAL BANK OF CANADA, AS AGENT, MADE IN ACCORDANCE WITH SECTION 2.8 OF THE MASTER INDENTURE.	ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
	By:
		Name:
		Title:

	By:
		Name:
		Title:

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TRUSTEE'S CERTIFICATE



BNY TRUST COMPANY OF CANADA, as Trustee
By:
	Authorized Signing Officer


By:
	Authorized Signing Officer

(Form of.Registration Panel)

(No writing hereon except by the Trustee or other registrar)



DATE OF REGISTRATION	IN WHOSE NAME REGISTERED	TRUSTEE (OR REGISTRAR)
December 15, 2010	Royal Bank of Canada

SCHEDULE 8

FORM OF THIRD SUPPLEMENTAL INDENTURE

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SCHEDULE 9.l(A)

CREDIT PARTY AND SUBSIDIARY INFORMATION

SCHEDULE 10

MATERIAL AGREEMENTS

nil

EXHIBIT 10.22

FIRST AMENDING AGREEMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of April 27 , 2012

ALTALINK INVESTMENT MANAGEMENT LTD.,

in its capacity as general partner of

ALTALINK INVESTMENTS, L.P.,

as Borrower,

- and -

ALTALINK INVESTMENT MANAGEMENT LTD.,

as General Partner,

- and -

ROYAL BANK OF CANADA,

as Administrative Agent of the Lenders, and as Lender,

- and -

THE LENDERS PARTY HERETO,

as Lenders

RBC – AltaLink – First Amending Agreement to Amended and Restated Credit Agreement

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FIRST AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 27 , 2012 , among AltaLink Investment Management Ltd., in its capacity as general partner of AltaLink Investments, L.P., as Borrower , AltaLink Investment Management Ltd., as General Partner , Royal Bank of Canada , as Agent on behalf of itself as Lender and the other Lenders party hereto.

RECITALS

AND WHEREAS the Borrower , commencing with the 2011 Fiscal Year , adopted IFRS and as a result , and pursuant to Section 1.5 of the Original Credit Agreement , the Borrower, the General Partner , the Lenders and the Agent have agreed to amend certain provisions of the Original Credit Agreement in the manner and on the terms and conditions provided for herein.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS


1.1	Definitions

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Credit Agreement.

ARTICLE 2

AMENDMENTS

2.1

Amendment to definition of EBITDA. The parties hereto confirm that the definition of EBITDA in the Original Credit Agreement shall be amended by adding the following language at the end of such definition : " , provided that any amounts which were included in Net Income and which represent the Borrower ' s share of the net income of AltaLink which was available for distribution to the Borrower during the applicable period shall not be deducted for the purpose of this paragraph (b)(ii)."


2.2	Amendment to Section 10.l(a)(vi) The parties hereto confirm that Section 10.l(a)(vi) of the Original Credit Agreement shall be amended by replacing such sub-paragraph (vi) in its entirety with the following:

"(vi) upon delivery of each of the items set out in Sections 10.l(a)(i) and (ii) of this Agreement, the Borrower's Certificate of Compliance, which Certificate of Compliance shall be accompanied by, inter alia, details of the calculation of EBITDA in accordance with GAAP for the purposes of the Interest Coverage Ratio in Section 10.24(a), in form and substance satisfactory to the Lenders."

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2.3	Amendment to Section 10.24. The parties hereto confirm that Section 10 . 24(a) of the Original Credit Agreement shall be replaced in its entirety with the following:

(a)

Interest Coverage Ratio. The Borrower shall maintain, measured each Fiscal Quarter in each Fiscal Year , commencing with the Fiscal Quarter ending December 31, 2010, a ratio of EBITDA for the four Fiscal Quarters then ended to Interest Expense for the four Fiscal Quarters then ended, of not less than 2.25: 1. The parties agree that for the purposes of this Section 10.24(a), and provided that the reporting requirements in Section 10.l(a)(vi) are complied with in respect of such calculation , commencing with the first Fiscal Quarter in 2011, EBITDA shall be calculated on the basis of GAAP (as in effect immediately prior to the adoption by the Borrower of IFRS), notwithstanding the fact that the Borrower may have adopted IFRS; and"


2.4	Waiver .

Subject to the conditions set forth herein, pursuant to Section 21.1 of the Credit Agreement, each of the Agent and the Lenders agree to waive any Default or Event of Default under Section 10 . 24(a) of the Original Credit Agreement that may have occurred, prior to the date of this First Amending Agreement, as a result of the Borrower's adoption of IFRS or as a result of the calculation of the Interest Coverage Ratio using the definition of EBITDA (prior to such definition being amended as set forth herein).

ARTICLE 3

CONDITIONS PRECEDENT


3.1	Conditions Precedent

T his First Amending Agreement shall become effective when the Agent shall have received this First Amending Agreement duly executed and delivered by the Agent , the Lenders , the Borrower and the General Partner.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES


4.1	Representations and Warranties True and Correct; No Default or Event of Default

The Borrower and General Partner each hereby represents and warrants to the Agent and the Lenders that after giving effect to this First Amending Agreement, (i) each of the representations and warranties of the Borrower and the General Partner, as the case may be, contained in the Original Credit Agreement and each of the other Loan Documents is true and correct on, and as of the date hereof as if made on such date (except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Original Credit Agreement) and (ii) no event has occurred and is continuing which constitutes or would constitute a Default or an Event of Default.

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ARTICLE 5

MISCELLANEOUS


5.1	No Other Amendments, Waivers or Consents

Except as expressly set forth herein, the Original Credit Agreement shall be unmodified and shall continue to be in full force and effect in accordance with its terms. The execution , delivery and effectiveness of each of the waiver and amendments in this First Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Credit Agreement.


5.2	Time

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


5.3	Governing Law

This First Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.


5.4	Successors and Assigns

This First Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Agent or any Lender. Nothing in this First Amending Agreement , express or implied , shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this First Amending Agreement.


5.5	Counterparts

This First Amending Agreement may be executed by the parties hereto in counterparts and may be executed and delivered by facsimile or other electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement.

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



ALTALINK INVESTMENT
MANAGEMENT LTD.,
in its capacity as General Partner of
ALTALINK INVESTMENTS, L.P

By:		/s/ Jussi Jaakkola
		Name: Jussi Jaakkola
		Title: VP Infrastructure Investment
By:
		Name:
		Title:

RBC – AltaLink – First Amending Agreement to Amended and Restated Credit Agreement



ALTALINK INVESTMENT
MANAGEMENT LTD.

By:		/s/ Jussi Jaakkola
		Name: Jussi Jaakkola
		Title: VP Infrastructure Investment
By:
		Name:
		Title:

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ROYAL BANK OF CANADA,
as Agent

By:		/s/ Yvonne Brazier
		Name: Yvonne Brazier
		Title: Manager, Agency

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ROYAL BANK OF CANADA,
as Lender

By:		/s/ Timothy P. Murray
		Name: Timothy P. Murray
		Title: Authorized Signatory
By:
		Name:
		Title:

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BANK OF MONTREAL,
as Lender

By:		/s/ Carol McDonald
		Name: Carol McDonald
		Title: Vice President
By:
		Name:
		Title:

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ALBERTA TREASURY BRANCHES,
as Lender

By:		/s/ Tim Poole
		Name: Tim Poole
		Title: Director
By:		/s/ Elin Ingolfsson
		Name: Elin Ingolfsson
		Title: Associate Director

RBC – AltaLink – First Amending Agreement to Amended and Restated Credit Agreement

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BANK OF NOVA SCOTIA,
as Lender

By:		/s/ Dee Patterson
		Name: Dee Patterson
		Title: Managing Director
By:		/s/ Matthew Hartnoll
		Name: Matthew Hartnoll
		Title: Associate Director

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NATIONAL BANK OF CANADA,
as Lender

By:		/s/ Mark Williamson
		Name: Mark Williamson
		Title: Authorized Signatory
By:		/s/ John Niedermier
		Name: John Niedermier
		Title: Authorized Signatory

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EXHIBIT 10.23

SECOND AMENDING AGREEMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 14, 2012

ALTALINK INVESTMENT MANAGEMENT LTD. ,

in its capacity as general partner of

ALTALINK INVESTMENTS, L.P.,

as Borrower,

-and-

ALT ALINK INVESTMENT MANAGEMENT LTD.,

as General Partner,

- and-

ROYAL BANK OF CANADA,

as Administrative Agent of the Lenders, and as Lender,

- and -

THE LENDERS PARTY HERETO,

as Lenders

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

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SECOND AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT , dated as of Decemb e r 14 , 2012, among AltaLink In v estment Man a gement Ltd ., i n its capacity as general partner of AltaLink Investment s, LP ., as Borro we r, AltaLink Investment Management Ltd., as General Partner, Royal Bank of Canada , as A ge nt on behalf of itself as Lender and the other Lenders party hereto.

RECITALS

AND WHEREAS the Borrower, the General Partner, the Lenders and the Agent have agreed t o am e nd certain provisions of the Original Credit Agreement in the manner and on the terms and conditions pro v ided for herein.

NOW THEREFORE for good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged , the parties hereto agree as follows :

ARTICLE 1

DEFINITIONS

1.1 Definitions

All capitalized terms not otherwise defined herein shall have the meanings a s cribed thereto in the Original Credit Agreement.

ARTICLE 2

AMENDMENTS


2.1	Amendment to the definition of Applicable Margin . The parties h e reto confirm that the definition of " Applicable Margin " in the Original Credit Agreement shall b e amended by replacing the pricing grid contained i n such definit i on with the p r icing grid attached hereto as Schedule A.


2.2	Amendment to definition of Business. The parties hereto confirm that the definition of " Business " in the Original Credit Agreement shall be amended b y adding the following new paragraph (g) immedi a tely following paragraph (f) of such d e finition:

(g) provided that such activities are not prohibited by the Master Trust Indenture , business development activities related to the pursuit of potential o pportunities regarding the transmiss i on of electricity in countries other than C anada and the United States (including, without limitation , Brazil and India ) , provided however that (A) any costs or expenses incurred by the Borrower and it s Subsidiar i e s in respect of such busine s s development activ i tie s shall not exceed $20,000 , 000 in

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- 2 -

aggregate per calendar year and (B) nothing in this definition shall permit the Borrower or its Subsidiaries to (i) own or operate any electrical transmission line s or any other infrastructure in any such other country, (ii) to make any Acquisition of any Person carrying on business in any such other country or of any other assets located in any such other country or (iii) to make any Investment in any Person which owns or operates any electrical transmission lines or other infrastructure in any such other country, without the prior written consent of the Majority Lenders,"


2.3	Amendment to Definition of Maturity Date. The parties hereto confirm that the definition of "Maturity Date" in the Original Credit Agreement shall be amended by replacing the date " December 14, 2014" with the date "December 14, 2016" in such definition .


2.4	Amendment to Section 10.15. The parties hereto confirm that Section 10.15 of the Original Credit Agreement shall be amended by adding the following proviso at the end of such Section: ", provided however that the Borrower and its Subsidiaries may not make any Investment (including pursuant to Section 10.15(iii)) in respect of any activities covered in paragraph (g) of the definition of Business."


2.5	Amendment to Section 10.18. The parties hereto confirm that Section l0.18 of the Original Credit Agreement shall be amended by adding the following proviso at the end of such Section: ", provided however that the Borrower and its Subsidiaries may not make any Acquisitions in respect of any activities covered in paragraph (g) of the definition o f Business . "

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent

This Second Amending Agreement shall become effective when :

(a) the Agent shall have received this Second Amending Agreement duly executed and delivered by the Agent, the Lenders , the Borrower and the General Partner; and

(b) the Agent has received an extension fee from the Borrower, which fee shall be in the amount of 14 bps (being 7 bps for each additional year of extension of the Maturity Date) calculated on the Commitment of each Lender party to this Second Amending Agreement, and payable to each such Lender.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties True and Correct; No Default or Event of Default

The Borrower and General Partner each hereby represents and warrants to the Agent and the Lenders that after giving effect to this Second Amending Agreement, (i) each of the representations and

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- 3 -

warranties of the Borrower and the General Partner, as the case may be, contained in the Original Credit Agreement and each of the other Loan Documents is true and correct on, and as of the date hereof as if made on such date (except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Original Credit Agreement) and (ii) no event has occurred and is continuing which constitutes or would constitute a Default or an Event of Default.

ARTICLE 5

MISCELLANEOUS

5.1 No Other Amendments, Waivers or Consents

Except as expressly set forth herein, the Original Credit Agreement and all Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with its terms . The execution , delivery and effectiveness of the amendments in this Second Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Original Credit Agreement.

5.2 Time

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

5.3 Governing Law

This Second Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

5.4 Successors and Assigns

This Second Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Agent or any Lender. Nothing in this Second Amending Agreement, express or implied , shall give to any Person, other than the parties hereto and their successors hereunder , any benefit or any legal or equitable right, remedy or claim under this Second Amending Agreement.

5.5 Counterparts

This Second Amending Agreement may be executed by the parties hereto in counterparts and may be executed and delivered by facsimile or other electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement.

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IN WITNESS OF WHICH t h e p artie s here t o h a ve dul y executed th is S econ d Am en d i n g A g reem e nt a s o f the date set forth on th e first p age o f this Ag re e m ent.



ALTALINK INVESTMENT
MANAGMENT LTD.,
in its capacity as a General Partner of
ALTALINK INVESTMENTS, L.P.

By:
	Name:
	Title:
By:
	Name:
	Title:

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:250516742



ALTALINK INVESTMENT
MANAGMENT LTD.,

By:
	Name:
	Title:
By:
	Name:
	Title:

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

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ROYAL BANK OF CANADA,
as Agent
By:	/s/ Yvonne Brazier
	Name:	Yvonne Brazier
	Title:	Manager Agency

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

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ROYAL BANK OF CANADA,
as Lender
By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

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BANK OF MONTREAL,
as Lender
By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President
By:	/s/ Jasmine Sultan
	Name:	Jasmine Sultan
	Title:	Associate

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

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

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:250516742



BANK OF NOVA SCOTIA,
as Lender
By:	/s/ Dee Patterson
	Name:	Dee Patterson
	Title:	Managing Director

By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:250516742



NATIONAL BANK OF CANADA,
as Lender
By:	/s/ Mark Williamson
	Name:	Mark Williamson
	Title:	Authorized Signatory
By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

RBC - AltaLink - Second Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:250516742

S C HEDULE A

APPLICABLE MARGIN - PRICING GRID



RATINGS	CATEGORY I	CATEGORY II	CATEGORY III	CATEGORY IV
S&P and DBRS	>BBB/BBB	BBB/BBB	BBB-/ BBB(low)	<BBB- /BBB(low)/ unrated
Applicable Margin for Bankers' Acceptances, LIBOR Loans and Documentary Credits	120 bps	145 bps	170 bps	200 bps
Applicable Margin for Prime Rate Loans and US Base Rate Loans	20 bps	45 bps	70 bps	100 bps
Commitment Fee	24 bps	29 bps	34 bps	40 bps

EXHIBIT 10.24

THIRD AMENDING AGREEMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 16, 2013

ALTALINK INVESTMENT MANAGEMENT LTD.,

in its capacity as general partner of

ALTALINK INVESTMENTS, L.P.,

as Borrower,

-and-

ALTALINK INVESTMENT MANAGEMENT LTD.,

as General Partner,

-and-

ROYAL BANK OF CANADA,

as Administrative Agent of the Lenders, and as Lender,

-and-

THE LENDERS PARTY HERETO,

as Lenders

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2

THIRD AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT , dated as of December 16, 2013, among AltaLink Investment Management Ltd., in its capacity as general partner of AltaLink Investments , L.P., as Borrower, AltaLink Investment Management Ltd., as General Partner , Royal Bank of Canada, as Agent on behalf of itself as Lender and the other Lenders party hereto .

RECITALS

WHEREAS AltaLink Investment Management Ltd ., in its capacity as general partner of AltaLink Investments, L.P ., as Borrower, Royal Bank of Canada , as Agent on behalf of itself as Lender and the other Lenders are parties to an Amended and Restated Credit Agreement made as of December 14, 2011 (as amended by a first amending agreement dated as of April 27, 2012 and a second amending agreement dated as of December 14 , 2012, the " Original Credit Agreement ") ;

AND WHEREAS the Borrower, the General Partner, the Lenders and the Agent have agreed to amend certain provisions of the Original Credit Agreement in the manner and on the terms and conditions provided for herein.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Credit Agreement.

ARTICLE 2

AMENDMENT


2.1	Amendment to Definition of Maturity Date. The parties hereto confirm that the definition of "Maturity Date" in the Original Credit Agreement shall be amended by replacing the date "December 14 , 2016" with the date "December 14 , 2018" in such definition.

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2

- 2 -

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent

This Third Amending Agreement shall become effecti v e w hen :

(a) the Agent shall have received this Third Amending Agreement duly executed and deli v ered by the Agent, the Lenders, the Borrower and the General Partner; and

(b) the Agent has received an extension fee from the Borrower, which fee shall be in the amount of 12 bps (being 6 bps for each additional year of extension of the Maturity Date) calculated on the Commitment of each Lender party to this Third Amending Agreement, and payable to each such Lender.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties True and Correct; No Default or Event of Default

The Borrower and General Partner each hereb y represents and warrants to the Agent and the Lenders that after giving effect to this Third Amending Agreement, (i) each of the representations and warranties of the Borrower and the General Partner , as the case may be, contained in the Original Credit Agreement and each of the other Loan Documents is true and correct on, and as of the date hereof as if made on such date (except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated b y the Original Credit Agreement) and (ii) no event has occurred and is continuing which constitutes or would constitute a Default or an Event of Default.

ARTICLE 5

MISCELLANEOUS

5.1 No Other Amendments, Waivers or Consents

Except as expressly set forth herein, the Original Credit Agreement and all Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms. The execution, delivery and effectiveness of the amendment in this Third Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Original Credit Agreement.

5.2 Time

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

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2

- 3 -

5.3 Governing Law

This Third Amending Agreement is a contract made under and shall be go v erned b y and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

5.4 Successors and Assigns

This Third Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Agent or any Lender. Nothing in this Thi r d Amending Agreement , express or implied, shall give to any Person, other than the parties hereto and their successors hereunder , any benefit or an y legal or equitable right , remedy or claim under this Third Amending Agreement.

5.5 Counterparts

This Third Amending Agreement may be executed by the parties hereto in counterparts and may be executed and delivered by facsimile or other electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement.

[remainder of page intentionally left blank- signature page s follow]

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2

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



ALTALINK INVESTMENT
MANAGMENT LTD.,
in its capacity as a General Partner of
ALTALINK INVESTMENTS, L.P.

By:	/s/ Bob Schmidt
	Name:	Bob Schmidt
	Title:	V.P., Finance
By:	/s/ Nicolas Poplemon
	Name:	Nicolas Poplemon
	Title:	Director

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2



ALTALINK INVESTMENT
MANAGMENT LTD.,

By:	/s/ Bob Schmidt
	Name:	Bob Schmidt
	Title:	V.P., Finance
By:	/s/ Nicolas Poplemon
	Name:	Nicolas Poplemon
	Title:	Director

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2



ROYAL BANK OF CANADA,
as Agent
By:	/s/ Yvonne Brazier
	Name:	Yvonne Brazier
	Title:	Manager Agency

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2



ROYAL BANK OF CANADA,
as Lender
By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2



BANK OF MONTREAL,
as Lender
By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President
By:
	Name:
	Title:

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2



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

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2



BANK OF NOVA SCOTIA,
as Lender
By:
	Name:	Bradley Walker
	Title:	Director
By:
	Name:	Matthew Hartnoli
	Title:	Associate Director

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2



BANK OF NOVA SCOTIA,
as Lender
By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director
By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate Director

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2



NATIONAL BANK OF CANADA,
as Lender
By:	/s/ Mark Williamson
	Name:	Mark Williamson
	Title:	Authorized Signatory
By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

RBC - AltaLink - Third Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:28798856.2

EXHIBIT 10.25

EXECUTION VERSION

WAIVER AND FOURTH AMENDING AGREEMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 24, 2014

ALTALINK INVESTMENT MANAGEMENT LTD.,

in its capacity as general partner of

ALTALINK INVESTMENTS, L.P .,

as Borrower,

- and -

ALTALINK INVESTMENT MANAGEMENT LTD.,

as General Partner,

- and -

ROYAL BANK OF CANADA,

as Administrative Agent of the Lenders, and as Lender,

- and -

THE LENDERS PARTY HERETO,

as Lenders

LEGAL_1:31736474.9

WAIVER AND FOURTH AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT , dat e d as of October 24 , 2014 among AltaLink Investment Managem e nt Ltd., in its capacity as general partner of AltaLink Investments, L.P., as Borrower, AltaLink Investment Management Ltd. , as General Partner, Royal Bank of Canada, as Agent on behalf of itself as Lender and the othe r Lenders party hereto.

RECITALS

WHEREAS AltaLink Investment Management Ltd. , in its capacit y as general partner of AltaLink Investments , L.P. , as Borrower , Ro ya l Bank of Canada , as Agent on behalf of itself as Lender and the oth e r Lenders are parties to an Amended and Restated Credit Agreement made as of December 14, 2011 ( a s amended by a first a mending agreement dated as of April 27, 2012, a second amending agr e ement dated as of December 14, 2012 and a third amending agreement dated as of December 16 , 2013, the "Original Credit Agreement");

AND WHEREAS MidAmerican (Alberta) Canada Holdings Corporation is a cquiring , directly or indirectly, all of the is s ued and outstanding c a pital in the Borrower a nd the General Partner resulting in a Change of Control under the Ori gi n a l Credit Agreement (the "Berkshire Change of Control");

AND WHEREAS t h e Borrower has requested that the Lenders waive any Default or Event o f Default arising from the Berkshire Change o f Control and the Lenders have agreed to the provision of such w a iv e r in the manner and on th e terms and conditions provided for herein;

AND WHEREAS th e Bo r rower, the General P a rtner , the Lenders and th e Ag e nt have agreed to amend certain provisions of the Original Cr e d i t A greement in the mann e r and on the terms and conditions prov i ded for herein .

NOW THEREFORE for good and valuabl e consideration, the receipt a nd sufficiency of wh i ch is hereby acknowled g ed , the parties hereto agr ee as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

All capitalized term s n o t otherwi s e defined her e in shall have the meanin gs as cribed thereto in th e Original Credit A g re e m e nt.

ARTICLE 2

AMENDMENTS

2.1

Amendment to Definitions of Bond Delivery Agreement and Third Supplemental Indenture. T h e p a rtie s hereto c onfirm that t he definiti o n s of " Bond Deliv e r y A g reement " a nd " T h i rd Suppl e m e nt a l Ind e nture " in the Ori g in a l Cre dit Ag reem e nt s hall be am e nded b y re placin g t he ref e r e n ce s to " da t ed a s of th e d a t e hereof ' in s uch definition s w i t h r efe ren c e s to " dat e d as of D e cember 15 , 2010 ".

LEGAL_1:31736474.9


2.2	Amendment to Definition of Change of Control. The parties hereto confirm that the definition of "Change of Control" in the Original Credit Agreement shall be amended by replacing the references to "SNC Lavalin Group Inc." and "SNC-Lavalin Group Inc.", respectively, in parts (c) and (d) of such definition with references to "Berkshire Hathaway Energy Company".


2.3	Amendment to Section 10.15 - Investments. The parties hereto confirm that Section 10.15 of the Original Credit Agreement shall be amended so that the reference to "SNC Lavalin Group Inc." in such Section is replaced with a reference to "Berkshire Hathaway Energy Company".


2.4	Amendment to Article 10. The parties hereto confirm that Article 10 of the Original Credit Agreement shall be amended by adding the following new Section 10.26 immediately after Section 10.25 in the Original Credit Agreement :

"10.26 Ratings Confirmation

The Borrower shall furnish to the Agent by no later than 90 days following the Berkshire Change of Control (as hereafter defined), confirmations from S&P and DBRS taking into account the direct or indirect acquisition by MidAmerican (Alberta) Canada Holdings Corporation of the issued and outstanding capital in the Borrower and the General Partner (the "Berkshire Change of Control") that the long term public debt rating of the Borrower shall not be lower than BBB- or BBB(low) . "


2.5	Amendment to Section 12.l(c) . The parties hereto confirm that Section 12.l(c) of the Original Credit Agreement shall be amended by: (a) Changing the heading of such Section to "Default in Certain Covenants"; (b) replacing the word "and" in the fourth line of part (i) of such Section with a comma; and (c) adding "and 10 . 26" immediately following "10 . 23" in part (i) of such Section.


2.6	Amendment to Schedule 9.l(a). The parties hereto confirm that Schedule 9.l(a) in the Original Credit Agreement is hereby replaced with Schedule 9.l(a) attached hereto.

ARTICLE 3

WAIVER

3.1 Waiver

Subject to the conditions set forth herein, each of the Lenders agrees to waive any Default or Event of Default arisin g under Section 12.1 (m) of the Original Credit A g reement as a result of t he Berkshire Change o f C ontrol.

LEGAL_1:31736474.9

ARTICLE 4

CONDITIONS PRECEDENT

4.1 Conditions Precedent

This Waiver and Fourth Amending Agreement shall become effective if and when:


(a)	the Agent shall have received this Waiver and Fourth Amending Agreement duly executed and delivered by the Agent, the Lenders, the Borrower and the General Partner; and


(b)	the Administrative Agent shall have received notice from the Borrower that the Berkshire Change of Control shall have been consummated at a date occurring on or before March 31, 2015,

provided that the effective date of the waiver in Section 3.1 shall be deemed to be the Business Day immediately prior to the Berkshire Change of Control (so long as the above conditions have been met).

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties True and Correct;No Default or Event of Default

The Borrower and General Partner each hereby represents and warrants to the Agent and the Lenders that after giving effect to this Waiver and Fourth Amending Agreement, (i) each of the representations and warranties of the Borrower and the General Partner, as the case may be, contained in the Original Credit Agreement and each of the other Loan Documents is true and correct on, and as of the date hereof as if made on such date (except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Original Credit Agreement) and (ii) no event has occurred and is continuing which constitutes or would constitute a Default or an Event of Default other than the Berkshire Change of Control.

ARTICLE 6

MISCELLANEOUS

6.1 No Other Amendments, Waivers or Consents

Except as expressly set forth herein, the Original Credit Agreement and all Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms. The execution, delivery and effectiveness of the waiver and amendments in this Waiver and Fourth Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Original Credit Agreement except as expressly set out in Section 3. I hereof.

6.2 Time

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

LEGAL_1:31736474.9

6.3 Governing Law

This Waiver and Fourth Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

6.4 Successors and Assigns

This Waiver and Fourth Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Agent or any Lender. Nothing in this Waiver and Fourth Amending Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Waiver and Fourth Amending Agreement.

6.5 Counterparts

This Waiver and Fourth Amending Ag r eement may be executed by the parties hereto in counterparts and may be executed and delivered by facsimile or other electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement.

[remainder of page intentionally left blank- signature pages follow}

LEGAL_1:31736474.9

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



	ALTALINK INVESTMENT
	MANAGEMENT LTD.,
	in its capacity as General Partner of
	ALTALINK INVESTMENTS, L.P.

By:	/s/ Robert W. Schmidt
	Name: Robert W. Schmidt
	Title: Vice President, Finance



	ALTALINK INVESTMENT
	MANAGEMENT LTD.,

By:	/s/ Robert W. Schmidt
	Name: Robert W. Schmidt
	Title: Vice President, Finance

RHC- Altai i nk Wa i v e r and Fourth Amendin g Agreem e nt to Am e nded and R es tated Cr ed it Agreem e nt



	ROYAL BANK OF CANADA,
	as Agent,

By:	/s/ Yvonne Bratter
	Name: Yvonne Bratter
	Title: Manager, Agency

RHC- Altai i nk Wa i v e r and Fourth Amendin g Agreem e nt to Am e nded and R es tated Cr ed it Agreem e nt



	ROYAL BANK OF CANADA,
	as Lender

By:	/s/ Timothy P. Murray
	Name: Timothy P. Murray
	Title: Authorized Signatory
By:
	Name:
	Title:

RHC- Altai i nk Wa i v e r and Fourth Amendin g Agreem e nt to Am e nded and R es tated Cr ed it Agreem e nt



	BANK OF MONTREAL,
	as Lender


By:	/s/ Jennifer Guo
	Name: Jennifer Guo
	Title: Associate

By:	/s/ Carol McDonald
	Name: Carol McDonald
	Title: Vice President

RHC- Altai i nk Wa i v e r and Fourth Amendin g Agreem e nt to Am e nded and R es tated Cr ed it Agreem e nt



	ALBERTA TREASURY BRANCHES.
	as Lender


By:	/s/ Tim Poole
	Name: Tim Poole
	Title: Senior Director

By:	/s/ Trevor Guinard
	Name: Trevor Guinard
	Title: Senior Associate Director

RHC- Altai i nk Wa i v e r and Fourth Amendin g Agreem e nt to Am e nded and R es tated Cr ed it Agreem e nt



	BANK OF NOVA SCOTIA
	as Lender


By:	/s/ Bradley Walker
	Name: Bradley Walker
	Title: Director

By:	/s/ Mathew Hartnol
	Name: Mathew Hartnoli
	Title: Associate Director

RHC- Altai i nk Wa i v e r and Fourth Amendin g Agreem e nt to Am e nded and R es tated Cr ed it Agreem e nt



	NATIONAL BANK OF CANADA
	as Lender


By:	/s/ John Niedermier
	Name: John Niedermier
	Title: Authorized Signatory

By:	/s/ Elin Ingolfsson
	Name: Elin Ingolfsson
	Title: Authorized Signatory

RHC- Altai i nk Wa i v e r and Fourth Amendin g Agreem e nt to Am e nded and R es tated Cr ed it Agreem e nt

EXHIBIT 10.26

EXECUTION VERSION

FIFTH AMENDING A GREEMENT TO

AMEND E D AND RES T ATED CREDIT AGREEMENT

dated as of D e c e mber 15 , 2014

ALTALINK INVESTM E NT MANAGEMENT LTD. ,

in its cap a cit y as gen eral partner of

ALTALINK INVESTMENTS , L.P.,

as Borrower,

- and -

ALTALINK INVESTM E NT MANAGEMENT LTD.,

as Gener a l Partner,

- and -

ROYAL BANK OF CANADA,

a s A dmin i strative Agent of the Lenders, and as Lender,

- and -

THE LENDER S P A RTY HERETO,

as Lenders

LEGAL_1:32798049_3

FIFTH AMENDING AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 15, 2014 , among AltaLink Investment Management Ltd., in its capacity as general partner of AltaLink Investments, L.P., as Borrower, AltaLink Investment Management Ltd., as General Partner, Royal Bank of Canada, as Agent on behalf of itself as Lender and the other Lenders party hereto.

RECITALS

WHEREAS AltaLink Investment Management Ltd. , in its capacity as general partner of AltaLink Investments , L.P. , as Borrower , Royal Bank of Canada, as Agent on behalf of itself as Lender and the other Lenders are parties to an Amended and Restated Credit Agreement made as of December 14, 2011 (as amended by a first amending agreement dated as of April 27, 2012, a second amending agreement dated as of December 14, 2012, a third amending agreement dated as of December 16, 2013 and a waiver and fourth amending agreement dated as of October 24, 2014, the "Original Credit Agreement");

AND WHEREAS the Borrower, the General Partner, the Lenders and the Agent have agreed to amend certain provisions of the Original Credit Agreement in the manner and on the terms and conditions provided for herein.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Credit Agreement.

ARTICLE 2

AMENDMENT


2.1	Amendment to Definition of Maturity Date. The parties hereto confirm that the definition of " Maturity Date " in th e Ori g inal Credit Agreement shall be amended by replacing the date " December 14 , 2018 " with the date "December 14, 2019" in such definition.

LEGAL_1:32798049_3

- 2 -

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent

This Fifth Amending Agreement shall become effective when:

(a) the Agent shall have received this Fifth Amending Agreement duly executed and delivered by the Agent, the Lenders, the Borrower and the General Partner; and

(b) the Agent has received an extension fee from the Borrower, which fee shall be in the amount of 6 bps calculated on the Commitment of each Lender party to this Fifth Amending Agreement , and payable to each such Lender.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties True and Correct; No Default or Event of Default

The Borrower and General Partner each hereby represents and warrants to the Agent and the Lenders that after giving effect to this Fifth Amending Agreement, (i) each of the representations and warranties of the Borrower and the General Partner, as the case may be, contained in the Original Credit Agreement and each of the other Loan Documents is true and correct on, and as of the date hereof as if made on such date (except to the extent that such representation or warranty expressly rel a tes to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Original Credit Agreement) and (ii) no event has occurred and is continuing which consti t utes or would constitute a Default or an Event of Default.

ARTICLE 5

MISCELLANEOUS

5.1 No Other Amendments, Waivers or Consents

E xcept as expressly s e t forth herein, the Ori g inal Credit Agreement and all Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms. The execution, delivery and effectiven es s of the amendment in this Fifth Amendin g Agreement shall not b e deemed to be a waiv e r of compliance in the future or a waiver of any preceding or succe e ding breach of any covenant or provision of the Original Credit Agreement.

5.2 Time

Time is of the essenc e in the performance o f the parties' respective obligations in this Fifth

Amending Agreement.

5.3 Governing Law

This Fifth Amendin g Agreement is a con t ract made under and shall be governed b y and construed in accord a nc e with the laws of the Province of Alberta and the fed e ral laws of Canad a a pplicable therein.

LEGAL_1:32798049_3

- 3 -

5.4 Successors and Assigns

This Fifth Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Agent or any Lender. Nothing in this Fifth Amending Agreement, express or imp l ied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Fifth Amending Agreement.

5.5 Counterparts

This Fifth Amending Agreement may be executed by the parties hereto in counterparts and may be executed and deliv e red by facsimile or other electronic means and all such counterparts and facsimiles shall toge t her constitute one and the same agreement.

[remainder of page intentionally left blank - signature pages follow}

LEGAL_1:32798049_3

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



ALTALINK INVESTMENT
MANAGMENT LTD.,
in its capacity as a General Partner of
ALTALINK INVESTMENTS, L.P.

By:	/s/ Robert W. Schmidt
	Name:	Robert W. Schmidt
	Title:	Vice President - Finance
By:
	Name:
	Title:

RBC - AltaLink - Fifth Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:32798049_3



ALTALINK INVESTMENT
MANAGEMENT LTD.

By:	/s/ Robert W. Schmidt
	Name:	Robert W. Schmidt
	Title:	Vice President - Finance
By:
	Name:
	Title:

RBC - AltaLink - Fifth Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:32798049_3



ROYAL BANK OF CANADA
as Agent

By:	/s/ Yvonne Brazier
	Name:	Yvonne Brazier
	Title:	Manager, Agency

RBC - AltaLink - Fifth Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:32798049_3



ROYAL BANK OF CANADA,
as Lender

By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory
By:
	Name:
	Title:

RBC - AltaLink - Fifth Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:32798049_3



BANK OF MONTREAL,
as Lender

By:	/s/ Jiayue Guo
	Name:	Jiayue Guo
	Title:	Associate
By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President

RBC - AltaLink - Fifth Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:32798049_3



ALBERTA TREASURY BRANCHES
as Lender

By:	/s/ Tim Poole
	Name:	Tim Poole
	Title:	Senior Director
By:	/s/ Trevor Guinard
	Name:	Trevor Guinard
	Title:	Senior Associate Director

RBC - AltaLink - Fifth Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:32798049_3



BANK OF NOVA SCOTIA
as Lender

By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director
By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate Director

RBC - AltaLink - Fifth Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:32798049_3



NATIONAL BANK OF CANADA,
as Lender

By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory
By:	/s/ Elin Ingolfsson
	Name:	Elin Ingolfsson
	Title:	Authorized Signatory

RBC - AltaLink - Fifth Amending Agreement to Amended and Restated Credit Agreement

LEGAL_1:32798049_3

EXHIBIT 10.27

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

ALTALINK, L.P.

as Borrower,

- and-

ALTALINK MANAGEMENT LTD.

as General Partner

- and-

THE BANK OF NOVA SCOTIA

as Administrative Agent of the Lenders, Co-Lead Arranger and Co-Bookrunner

- and-

ROYAL BANK OF CANADA

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

- and-

THE BANK OF MONTREAL AND NATIONAL BANK OF CANADA

as Co-Documentation Agents

- and-

THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA, THE BANK OF

MONTREAL, NATIONAL BANK OF CANADA, THE TORONTO-DOMINION BANK

AND ALBERTA TREASURY BRANCHES, AND ALL OTHER LENDERS WHICH

FROM TIME TO TIME BECOME PARTIES HEREUNDER,

as Lenders

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TABLE OF CONTENTS
		Page
ARTICLE 1
	INTERPRETATION		3
	1.1	Definitions	3
	1.2	References	11
	1.3	Headings	11
	1.4	Included Words	11
	1.5	Intentionally Deleted	11
	1.6	Time	11
	1.7	Governing Law/Attornment	11
	1.8	Currency	11
	1.9	Certificates and Opinions	11
	1.10	Accounting Terms	12
	1.11	Schedules	12

ARTICLE 2
	AMOUNT AND TERMS OF THE COMMERCIAL PAPER BACK-UP FACILITY		12
	2.1	Credit Facility	12
	2.2	Cancellation	13
	2.3	Particulars of Borrowings	13
	2.4	Borrowing of Notice	13
	2.5	Books of Account	14
	2.6	Further Provisions Account/Evidence of Borrowings	14
	2.7	Bankers' Acceptances	15
	2.8	Safekeeping of Drafts	18
	2.9	Certification of Third Parties	18
	2.10	BA Equivalent Loans and Discount Notes	18

ARTICLE 3
	INTEREST		19
	3.1	Interest on Prime Rate Loans	19
	3.2	Interest on Overdue Amounts	19
	3.3	Other Interest	19
	3.4	Interest Act (Canada)	19
	3.5	Deemed Reinvestment Principle	20
	3.6	Maximum Return	20
	3.7	Inability to Determine Rates	20

ARTICLE 4
	FEES		21

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TABLE OF CONTENTS
(continued)
	4.1	Acceptance Fees	21
	4.2	Standby Fee	21
	4.3	Basis of Calculation Fees	21

ARTICLE 5
	PAYMENT		21
	5.1	Voluntary Repayment of Outstanding Accommodations	21
	5.2	Repayment on Maturity Date Extensions	22
	5.3	Excess Accommodations	23
	5.4	Illegality	23

ARTICLE 6
	PAYMENTS AND INDEMNITIES		23
	6.1	Payments and Non-Business Days	24
	6.2	Method and Place of Payment	24
	6.3	Net Payments	24
	6.4	Administrative Agent May Debit Account	24
	6.5	Currency of Payment	24
	6.6	Increased Costs	25
	6.7	General Indemnity	25
	6.8	Outstanding Bankers' Acceptances or Discount Notes	26
	6.9	Replacement of Lender	26

ARTICLE 7
	SECURITY		27
	7.1	Security	27

ARTICLE 8
	REPRESENTATIONS AND WARRANTIES		28
	8.1	Representations and Warranties	28
	8.2	Survival of Representations and Warranties	29

ARTICLE 9
	COVENANTS		30
	9.1	Trust Indenture	30
	9.2	Covenants	30
	9.3	Maintenance of Total Capitalization	32

ARTICLE 10
	CONDITIONS PRECEDENT TO BORROWINGS		32
	10.1	Conditions Precedent to Initial Borrowing	32
	10.2	Conditions Precedent to Subsequent Borrowings	33

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TABLE OF CONTENTS
(continued)
	10.3	Waiver	34

ARTICLE 11
	EVENTS OF DEFAULT		34
	11.1	Events of Default	34
	11.2	Remedies	35
	11.3	Remedies Cumulative	35
	11.4	Appropriation of Moneys Recieved	35
	11.5	Non-Merger	36
	11.6	Waiver	36
	11.7	Set-off	36

ARTICLE 12
	THE ADMINISTRATIVE AGENT AND THE LENDERS		37
	12.1	Authorization of Administrative Agent and Relationship	37
	12.2	Disclaimer of Administrative Agent	37
	12.3	Failure of Lender to Fund	37
	12.4	Replacement of Lenders	38
	12.5	Payments by the Borrower	39
	12.6	Payments by Administrative Agent	40
	12.7	Direct Payments	41
	12.8	Administration of the Credit Facility	41
	12.9	Rights of Administrative Agent	44
	12.10	Acknowledgments, Representations and Covenants of Lenders	44
	12.11	Collective Action of the Lenders	45
	12.12	Successor Administrative Agent	45
	12.13	Provisions Operative Between Lenders and Administrative Agent Only	46
	12.14	Assignments and Participation - Approvals	46
	12.15	Assignments	46
	12.16	Participation	47

ARTICLE 13
	MISCELLANEOUS		48
	13.1	Expenses	48
	13.2	Further Assurances	48
	13.3	Notices	48
	13.4	Survival	50
	13.5	Benefit of Agreement	50
	13.6	Severability	51
	13.7	Entire Agreement	51
	13.8	Credit Documents	51
	13.9	Counterparts	51

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TABLE OF CONTENTS
(continued)
	13.10	Amendments/Approvals and Consents/Waivers	51
	13.11	Acknowledgement	51

SCHEDULE 1 BORROWER'S CERTIFICATE OF COMPLIANCE
	1

SCHEDULE 2(A) BORROWING NOTICE
	1

SCHEDULE 2(B) NOTICE OF ROLL OVER
	1

SCHEDULE 2(C) CONVERSION OPTION NOTICE
	1

SCHEDULE 3 NOTICE OF EXTENSION
	1

SCHEDULE 4 ASSIGNMENT AGREEMENT
	1

SCHEDULE 5 LENDERS
	1

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

AMONG:

ALTALINK MANAGEMENT LTD., as general partner of

ALTALINK, L.P.,

as Borrower,

- and-

ALTALINKMANAGEMENT LTD.,

as General Partner,

- and -

THE BANK OF NOVA SCOTIA

as Administrative Agent of the Lenders, Co-Lead Arranger and Co-Bookrunner

- and-

ROYAL BANK OF CANADA

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

- and-

THE BANK OF MONTREAL AND NATIONAL BANK OF CANADA

as Co-Documentation Agents

- and -

THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA, THE BANK OF MONTREAL, NATIONAL BANK OF CANADA, THE TORONTO-DOMINION BANK AND ALBERTA TREASURY BRANCHES, AND ALL OTHER LENDERS WHICH FROM TIMETO TIMEBECOME PARTIES HEREUNDER,

as Lenders

WHEREAS the Borrower requested that the Lenders make funding available to the Borrower from time to time for the purpose of supporting the Borrower's Commercial Paper Program pursuant to a credit agreement dated as of December 15, 2005, as amended by credit agreement amending agreements dated October 25, 2006, November 22, 2007, December 1, 2008, December 9, 2009 and by solicitors' email dated December 15, 2009 (collectively as amended, the " Original CreditAgreement "); AND

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WHEREAS the Original Credit Agreement was amended and restated by the Parties as of December 18, 2009 to reflect the agreement of the Parties to increase the principal amount of the Credit Facility from $200,000,000 to $400,000,000 and to make additional amendments to the Original Credit Agreement and to amend and restate the Original Credit Agreement, as set out therein (the "First Amended and Restated Credit Agreement");

AND WHEREAS the First Amended and Restated Credit Agreement was amended and restated by the Parties as of December 17, 2010, as amended by credit agreement amending agreements dated September 1, 2011, June 29, 2012 and December 28, 2012 to reflect the agreement of the Parties to increase the principal amount of the Credit Facility from Cdn.$550,000,000 to Cdn.$1,425,000,000 and to make additional amendments to the First Amended and Restated Credit Agreement and to amend and restate the First Amended and Restated Credit Agreement, as set out therein (the "Second Amended and Restated Credit Agreement");

AND WHEREAS the Borrower has requested, and the Lenders have agreed, to extend the Maturity Date, to reduce the principal amount of the Credit Facility from Cdn.$1,425,000,000 to Cdn.$1,225,000,000 and to make additional amendments to the Second Amended and Restated Credit Agreement and to amend and restate the Second Amended and Restated Credit Agreement, as herein contained;

AND WHEREAS BNS has agreed to act as sole Administrative Agent, Co-Lead Arranger and Co-Bookrunner, RBC has agreed to act as sole Syndication Agent, Co-Lead Arranger and Co• Bookrunner, and BMO and NBC have agreed to act as Co-Documentation Agents;

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, Co-Documentation Agents, Syndication Agent and Lenders covenant and agree as follows:

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ARTICLE l

INTERPRETATION

1.1 Definitions

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.

"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.

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

"Administrative Agent's Office" means the branch of the Administrative Agent located at Global Wholesale Services, 720 King Street West, 2nd Floor, Toronto, Ontario M5V 2T3, or such other office that the Administrative Agent may from time to time designate by notice to the Borrower and the Lenders.

"Agreement" means this Third Amended and Restated Credit Agreement and the Schedules hereto, as amended, supplemented or restated 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:

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Rating Standard & Poor's, Moody's and DBRS	B/A Margin	Prime Margin	Standby Fee	Term-Out Fee
>A-/A3/A (low)	80 bps	0 bps	16.0 bps	25 bps
A-/A3/A (low)	100 bps	0 bps	20.0 bps	25 bps
BBB+/Baal/BBB (high)	120 bps	20 bps	24.0 bps	25 bps
<BBB+/Baal/BBB (high)	145 bps	45 bps	29.0 bps	25 bps

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:

(a)

if only two Rating Agencies publish ratings of the Borrower and/or the Outstanding Senior Bonds, as applicable, the rating category containing the highest assigned rating shall govern, unless the difference in the ratings published by such two Rating Agencies is: (i) two rating levels, in which case the applicable rating shall be deemed to be the average between such two ratings; and (ii) more than two rating levels, in which case the applicable rating shall be deemed to be the rating one level higher than the lowest of such ratings;


(b)	if all three Rating Agencies publish ratings of the Borrower and/or the Outstanding Senior Bonds, as applicable, and two (2) of the Rating Agencies publish a similar rating category, such similar rating category shall govern; and


(c)	if all three Rating Agencies publish ratings of the Borrower and/or the Outstanding Senior Bonds, as applicable, which are different, the middle rating category of the three ratings shall govern.

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.

The Applicable Margins for each of the above-mentioned rating categories shall increase by 25 bps after the expiry of the Revolving Period until all of the Borrowings have been repaid in full (the "Term-out Fee").

"Auditor" means the independent national firm of Canadian chartered accountants appointed from time to time as the auditor of the Borrower.

"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

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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,


(a)	by a Schedule 1 Bank, CDOR; or


(b)	in respect of a Draft to be accepted and purchased by a Schedule 2 Bank or a BA Equivalent Loan to be made by a Non- Acceptance Bank, the lesser of:


(i)	CDOR plus 0.10%; and

(ii)

the respective discount rate quoted from time to time by such Schedule 1 Bank, Schedule 2 Bank or Non-Acceptance Lender as its discount rate for purchasing its bills of exchange or making BA Equivalent Loans, respectively, in an amount substantially equal to the reference amount (as defined below) at approximately 10:00 a.m. (Toronto, Ontario time) on the day of a proposed Advance by way of a Bankers' Acceptance;

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.

"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 Banlcers' 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 the date hereof among the parties hereto as the same may be amended or supplemented from time to time.

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"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, 2nd 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 240-8thAvenue 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:


(a)	in relation to a Loan denominated in Canadian Dollars, the principal amount thereof; and

(b) in relation to a Bankers' Acceptance or Discount Note, the face amount thereof.

"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 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.

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(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-Documentation Agents" means BMO and NBC, and their successors and permitted assigns.

"Co-Lead Arrangers and Co-Bookrunners" means BNS and RBC, and their successors and permitted assigns.

"Commercial Paper Program" means the commercial paper program established by the Borrower as contemplated by the "Information Memorandum Short-Term Promissory Notes" and Note Issuance and Payment Agreement between the Borrower and BNS each dated December 15, 2005, as amended, restated or supplemented from time to time.

"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.

"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.

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"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.

"Effective Date" means December 19, 2013 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:


(a)	impairment or adverse alteration of the quality of the Natural Environment for any use that can be made of it by humans, or by any animal, fish or plant that is useful to humans;

(b) injury or damage to property or to plant or animal life;

(d) an adverse effect on the health of any Person;

(e) impairment of the safety of any Person;

(f) rendering any property or plant or animal life unfit for human use;

(g) loss of enjoyment of normal use of property; and

(h) interference with the normal conduct of business.

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

"Fee Letter" means the fee letter entered into between BNS, the Borrower and the General Partner dated on or about the date hereof.

"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 Handbook of the Canadian Institute of Chartered Accountants.

"General Partner" means AltaLink Management Ltd.

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

"Lenders" means BNS, RBC, BMO, NBC, The Toronto-Dominion Bank and Alberta Treasury Branches 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:

(a) the CDOR rate is not available for the relevant interest period; or


(b)	due to one or more events, circumstances or conditions affecting any Lender, the cost to such Lender of funding in the relevant interbank markets would be in excess of:


(i)	the Prime Rate, in respect of a Prime Rate Loan; or


(ii)	the CDOR rate, in respect of a Bankers' Acceptance.

"Material Adverse Effect" means an effect which materially adversely affects the ability of the Borrower to perform its obligations under this Agreement or, the Credit Documents, or which materially adversely affects the validity or priority of any Security Interest held by the Administrative Agent, or which results in an Event of Default and includes an Environmental Adverse Effect which constitutes or results in any of the foregoing effects.

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"Maturity Date" means the first anniversary of the expiry of the Revolving Period unless the Revolving Period is extended pursuant to Subsection 5.2(b). For greater certainty, as of the date hereof, the Maturity Date is December 18, 2015.

"NBC" means National Bank of Canada, its successors and permitted assigns.

"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 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.

"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.

"Pledged Bond" means the Two Billion Canadian Dollars (Cdn.$2,000,000,000) Series 15 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.

"Revolving Period" means the 364 day period commencing on the Effective Date as may be extended pursuant to Subsection 5.2(b). For greater certainty, as of the date hereof, the Revolving Period shall mean the period ending December 18, 2014

"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).

"Syndication Agent" means RBC, its successors and permitted assigns.

"Trust Indenture" means the amended and restated trust indenture made as of the 28th 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,

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2011, June 29, 2012, November 15, 2012 and May 22, 2013 as such amended and restated trust indenture may be amended and supplemented 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.

1.2 References

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.

1.3 Headings

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.

1.4 Included Words

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".

1.5 Intentionally Deleted

1.6 Time

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

1.7 Governing Law/Attornment

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

1.8 Currency

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.

1.9 Certificates and Opinions

(a)


(b)	Whenever the delivery of a certificate or opinion is a condition precedent to the taking of any action by the Administrative Agent or a Lender or Lenders under this Agreement, the

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truth and accuracy of the facts and opinions stated in such certificate or opinion shall in each case be conditions precedent to the right of the Borrower to have such action taken, and each statement of fact contained therein shall be deemed to be a representation and warranty of the Borrower for the purposes of this Agreement.

1.10 Accounting Terms

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.

1.11 Schedules

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

Schedule 1 - Borrower's Certificate of Compliance

Schedule 2(A) - Borrowing Notice

Schedule 2(B) - Notice of Roll Over

Schedule 2(C) - Conversion Option Notice

Schedule 3 - Notice of Extension

Schedule 4 - Assignment Agreement

Schedule 5 - Lenders

ARTICLE 2

AMOUNT AND TERMS OF THE COMMERCIAL PAPER BACK-UP FACILITY

2.1 Credit Facility

Subject to and upon the terms and conditions set forth in this Agreement, the Lenders hereby establish in favour of the Borrower a revolving commercial paper back-up facility to be used for the purpose of supporting the Borrower's Commercial Paper Program as well as for general corporate purposes of the Borrower, by way of Prime Rate Loans, Bankers' Acceptances and Discount Notes and the aggregate Canadian Dollar

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Amount of all of the above outstanding at any time under this Credit Facility shall not exceed One Billion Two Hundred Twenty Five Million Canadian Dollars (Cdn.$1,225,000,000).

2.2 Cancellation

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.

2.3 Particulars of Borrowings


(a)	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 Credit Documents, the provisions of this Agreement shall prevail.


(b)	No Borrowing shall be obtained at any time after the expiry of the Revolving Period or for a period which would extend beyond the Maturity Date.


(c)	Subject to the provisions of Section 2.2 and Article 5, any Accommodation which is repaid may be subsequently re-drawn.

2.4 Borrowing Notice

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:


(a)	the amount, currency and type or types of Accommodation desired;


(b)	the Borrower's Account at the Branch to which payment of the Borrowing is to be made, if applicable;


(c)	the Person to whom any Bankers' Acceptance or Discount Note is to be delivered, if applicable;


(d)	the requested Borrowing Date;


(e)	if such Borrowing includes a Bankers' Acceptance or Discount Note, the term thereof; and


(f)	if applicable, the Accommodation to be renewed or converted and, where such Accommodation includes any Loan, the interest rate applicable thereto.

The Borrowing Notice shall be given to the relevant party entitled to receive same not later than

12:00 p.m. (Toronto, Ontario time):

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(i)

on the applicable Borrowing Date, if the Accommodation is by way of Prime Rate Loans and is a new issue or if any such Accommodation to be drawn, converted or rolled over has a Canadian Dollar Amount in the aggregate equal to or greater than One Million Canadian Dollars (Cdn.$1,000,000) and multiples of One Million Canadian Dollars (Cdn.$1,000,000) in excess thereof. In the event such Accommodation causes the Lender to incur costs relating solely to the providing of same day notice, the Borrower shall pay such costs to such Lender immediately upon request therefor; and


(ii)	on the Business Day preceding the applicable Borrowing Date if the Accommodation is by way of Bankers' Acceptances or Discount Notes and is a new issue or if any such Accommodation to be drawn, converted or rolled over has a Canadian Dollar Amount in the aggregate equal to or greater than Two Hundred and Fifty Thousand Canadian Dollars (Cdn.$250,000).

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.

2.5 Books of Account

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.

2.6 Further Provisions Account/Evidence of Borrowings


(a)	Co-ordination of Prime Rate Loans. Each Lender shall advance its Proportionate Share of each Prime Rate Loan in accordance with the following provisions:


(i)	the Administrative Agent shall advise each Lender of its receipt of a notice from the Borrower pursuant to Section 2.4, on the day such notice is received and shall, as soon as possible, advise each Lender of such Lender's Proportionate Share of any Prime Rate Loan requested by the notice;


(ii)	each Lender shall deliver its Proportionate Share of such Loan to the Administrative Agent's Account at the Branch not later than 11 :00 a.m. (Toronto, Ontario time) on the Borrowing Date;

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(iii)

when the Administrative Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met or waived, it shall advance to the Borrower the amount delivered by each Lender by crediting the relevant Borrower's Account(s) before 12:00 p.m. on the Borrowing Date, but if the conditions precedent to the Borrowing are not met or waived by 2:30 p.m. on the Borrowing Date, the Administrative Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Loan is advanced; and


(iv)	if the Administrative Agent determines that a Lender's Proportionate Share of a Prime Rate Loan would not be a whole multiple of One Hundred Thousand Canadian Dollars (Cdn.$100,000), the amount to be advanced by that Lender may be increased or reduced by the Administrative Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand Canadian Dollars (Cdn.$100,000).

2.7 Bankers' Acceptances

(a)

Power of Attorney for the Execution of Bankers' Acceptances. To facilitate acceptance of the Borrowings by way of Bankers' Acceptances, the Borrower hereby appoints each Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of Drafts. In this respect, it is each Lender's responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. The Borrower recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Lender shall bind the Borrower fully and effectively as if signed in the handwriting of and duly issued by the proper signing officers of the Borrower. Each Lender is hereby authorized to issue such Drafts endorsed in blank in such face amounts as may be determined by such Lenders; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers' Acceptances required to be accepted and purchased by such Lender. No Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument, except the gross negligence or wilful misconduct of the Lender or its officers, employees, agents or representatives. Each Lender shall maintain a record with respect to Bankers' Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at the respective maturities. Each Lender agrees to provide such records to the Borrower at the Borrower's expense upon request.

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


(b)	Sale of Bankers' Acceptances. It shall be the responsibility of each Lender unless otherwise requested by the Borrower, to purchase its Bankers' Acceptances at a discount rate equal to the BA Discount Rate.

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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.

Notwithstanding the foregoing, if in the determination of the Majority Lenders acting reasonably a market for Bankers' Acceptances does not exist at any time, or the Lenders collectively cannot for other reasons readily sell Bankers' Acceptances or perform their other obligations under this Agreement with respect to Bankers' Acceptances, then upon at least two (2) Business Days' written notice by the Administrative Agent to the Borrower, the Borrower's right to request Accommodation by way of Bankers' Acceptances shall be and remain suspended until the Administrative Agent notifies the Borrower that any condition causing such determination no longer exists.


( c)	Coordination of BA Borrowings. Each Lender shall advance its Proportionate Share of each Borrowing by way of Bankers' Acceptances in accordance with the following:

(i)

the Administrative Agent, promptly following receipt of a notice from the Borrower pursuant to Section 2.4 requesting a Borrowing by way of Bankers' Acceptances, shall advise each Lender of the aggregate face amount and term(s) of the Bankers' Acceptances to be accepted by it, which term(s) shall be identical for all Lenders. The aggregate face amount of Bankers' Acceptances to be accepted by a Lender shall be determined by the Administrative Agent by reference to the respective Commitments of the Lenders, except that, if the face amount of a Bankers' Acceptance would not be One Hundred Thousand Canadian Dollars (Cdn.$100,000) or a whole multiple thereof, the face amount shall be increased or reduced by the Administrative Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand Canadian Dollars (Cdn.$100,000);

(ii)

unless requested by the Borrower not to purchase the subject Bankers' Acceptances, each Lender shall transfer to the Administrative Agent at the Branch for value on each Borrowing Date immediately available Canadian Dollars in an aggregate amount equal to the BA Discount Proceeds of all Bankers' Acceptances accepted and sold or purchased by the Lender on such Borrowing Date, net of the applicable Bankers' Acceptance Fees in respect of such Bankers' Acceptances. Each Lender shall also advise the Administrative Agent (which shall promptly give the relevant particulars to the Borrower) as soon as possible of the discount rate at which it has sold or purchased its Bankers' Acceptances;


(iii)	if the Borrower requests the Lenders not to purchase the subject Bankers' Acceptances, each Lender will forward the subject Bankers' Acceptances to the Administrative Agent for delivery against payment of the applicable Bankers' Acceptance Fees; and

(iv)

if the Administrative Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met or waived, it shall advance to the Borrower the amount delivered by each Lender by crediting the Borrower's Account prior to 12:00 p.m. on the Borrowing Date, or, if applicable shall deliver the Bankers' Acceptances as directed by the Borrower, but if the conditions precedent to the Borrowing are not met or waived by 2:30 p.m. on the Borrowing Date, the

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Administrative Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made.

(d)

Payment. The Borrower shall provide for the payment to the Administrative Agent for the account of the Lenders of the face amount of each Bankers' Acceptance at its maturity, either by payment of the amount thereof or through utilization of the Credit Facility in accordance with this Agreement (by rolling over the Bankers' Acceptance or converting it into other Accommodation or a combination thereof). The Borrower will continue to be required to provide as aforesaid for each Bankers' Acceptance at maturity notwithstanding the fact that a Lender may be the holder of the Bankers' Acceptance which has been accepted by such Lender.

(e) Collateralization.


(i)	If any Bankers' Acceptance is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Administrative Agent for the account of the Lenders at the Branch in Canadian Dollars an amount equal to the face amount of such Bankers' Acceptance.

(ii)

All funds received by the Administrative Agent pursuant to Subsection 2.7(e) shall be held by the Administrative Agent for set-off on the maturity date of the Bankers' Acceptance against the liability of the Borrower to the Lender in respect of such Bankers' Acceptance and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Administrative Agent, for a term corresponding to the Maturity Date of the applicable Bankers' Acceptance and shall bear interest at the rate payable by the Administrative Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Administrative Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lender under this Agreement and the Credit Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law.

(f)

Notice of Rollover or Conversion. The Borrower shall give the Administrative Agent notice in the form attached as Schedule 2(C) not later than 12:00 p.m. (Toronto, Ontario time) at least two (2) Business Days prior to the maturity date of Bankers' Acceptances having an aggregate principal amount equal to or exceeding Two Hundred and Fifty Thousand Canadian Dollars (Cdn.$250,000), specifying the Accommodation into which the Bankers' Acceptances will be renewed or converted on maturity.


(g)	Obligations Absolute. The obligations of the Borrower with respect to Bankers' Acceptances under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:


(i)	any lack of validity or enforceability of any Draft accepted by a Lender as a Bankers' Acceptance; or

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(ii)	the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the holder of a Bankers' Acceptance, a Lender or any other person or entity, whether in connection with this Agreement or otherwise.


(h)	Shortfall on Drawdowns, Rollovers and Conversions. The Borrower agrees that:


(i)	the difference between the amount of a Borrowing requested by the Borrower by way of Bankers' Acceptance and the actual proceeds of the Bankers' Acceptance;


(ii)	the difference between the actual proceeds of a Bankers' Acceptance, and the amount required to pay a maturing Bankers' Acceptance if a Bankers' Acceptance is being rolled over; and


(iii)	the difference between the actual proceeds of a Bankers' Acceptance and the amount required to repay any Borrowing which is being converted to a Bankers' Acceptance,

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.


(i)	Depository Bills and Notes Act. At the option of any Lender, Bankers' Acceptances under this Agreement to be accepted by that Lender may be issued in the form of Depository Bills for a deposit with the Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All Depository Bills so issued shall be governed by the provisions of this Section 2.7.

2.8 Safekeeping of Drafts

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.

2.9 Certification to Third Parties

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.

2.10 BA Equivalent Loans and Discount Notes


(a)	Whenever the Borrower requests a Loan by way of Bankers' Acceptances, each Non-Acceptance Lender shall, in lieu of accepting a Bankers' Acceptance, make a BA Equivalent Loan in an amount equal to the Non-Acceptance Lender's percentage of the Loan.


(b)	As set out in the definition of Bankers' Acceptances, that term includes Discount Notes and all terms of this Agreement applicable to Bankers' Acceptances shall apply equally to

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Discount Notes evidencing BA Equivalent Loans with such changes as may in the context be necessary. For greater certainty:


(i)	the term of a Discount Note shall be the same as the term for Bankers' Acceptances accepted and purchased on the same Borrowing Date in respect of the same Loan;


(ii)	an acceptance fee will be payable in respect of a Discount Note and shall be calculated at the same rate and in the same manner as the acceptance fee in respect of a Bankers' Acceptance; and


(iii)	the CDOR rate applicable to a Discount Note shall be the CDOR rate applicable to Bankers' Acceptances accepted by a Lender on the same drawdown, rollover or conversion, as the case may be, in respect of the same Loan.

ARTICLE 3

INTEREST

3.1 Interest on Prime Rate Loans

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.

3.2 Interest on Overdue Amounts

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.

3.3 Other Interest

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).

3.4 Interest Act (Canada)

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the rate of interest as so determined multiplied by the actual number of days in such year divided by three hundred and sixty (360) or three hundred and sixty-five (365), respectively.

3.5 Deemed Reinvestment Principle

3.6 Maximum Return

3.7 Inability to Determine Rates

(a)

If the Administrative Agent or Lenders determine that for any reason a market for Bankers' Acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell Bankers' Acceptances or perform their other obligations under this Agreement with respect to Bankers' Acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower's right to request the acceptance of Bankers' Acceptances shall be and remain suspended until the Lenders determine and the Administrative Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. Any notice of drawdown or rollover in respect of a Bankers' Acceptance which is outstanding shall be cancelled and any outstanding notice of conversion to convert a Prime Rate Loan into a Bankers' Acceptance shall be cancelled and the request for a drawdown or rollover by means of Bankers' Acceptance shall be deemed to be a request for a drawdown of, or rollover to, a Prime Rate Loan in the face amount of the requested Bankers' Acceptance.

(b)

If a Market Disruption Event occurs for the Majority Lenders, which Lenders shall have aggregate Commitments representing at least 66.7% of the total Commitment (the "Requisite Disruption Lenders"), in relation to a Prime Rate Loan, Bankers' Acceptance or Discount Note for any period, then the rate of interest on such Prime Rate Loan, Bankers' Acceptance or Discount Note for such period (which, in any event, will not commence prior to the date the Borrower is notified in writing of such Market Disruption Event) for such Requisite Disruption Lenders shall be the rate per annum which is the sum of:


(i)	the Applicable Margin for such Prime Rate Loan, Bankers' Acceptance or Discount Note for such period; plus


(ii)	the rate notified by such Requisite Disruption Lenders to the Borrower as soon as practicable and, in any event, before interest is due to be paid in respect of that period, to be that which expresses as a percentage rate per annum the cost to such Lenders of funding the Prime Rate Loan, Bankers' Acceptance or Discount Note from whatever source they may reasonably select.

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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 Section 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 Section 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.

ARTICLE 4

FEES

4.1 Acceptance Fees

Upon the acceptance of any Draft pursuant to this Agreement, the Borrower will pay to the 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.

4.2 Standby Fee

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.

4.3 Basis of Calculation of Fees

The fees payable under Sections 4.1, 4.2 and 4.3 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.

ARTICLE 5

PAYMENT

5.1 Voluntary Repayment of Outstanding Accommodations


(a)	Repayments . The Borrower shall have the right to voluntarily repay, which for the purpose of (i), (ii) and (iii) below includes renewals and conversions of, outstanding

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Accommodations from time to time on any Business Day without premium on the terms and conditions set forth in this Section and thereby permanently reducing the Credit Facility:

(i)

with respect to any voluntary repayment of Accommodation, unless the Administrative Agent with the consent of the Lenders otherwise approves, the Canadian Dollar Amount of Accommodation included in such repayment shall be Ten Million Canadian Dollars (Cdn.$10,000,000) or whole multiples of One Million Canadian Dollars (Cdn.$1,000,000) or the entire amount of that type of Accommodation outstanding, and the Borrower shall give the Administrative Agent a written notice of repayment, specifying the amount, the type or types of Accommodation(s) to be included in the repayment (and where such Accommodation includes any Loan, the currency thereof and the interest rate applicable thereto) and the applicable voluntary repayment date, which notice shall be irrevocable by the Borrower. The notice of repayment shall be given to the Administrative Agent not later than 12:00 p.m. (Toronto, Ontario time) on the second Business Day preceding the applicable repayment date in the case of Loans with a Canadian Dollar Amount in the aggregate equal to or greater than Ten Million Canadian Dollars (Cdn.$10,000,000).


(ii)	in all other cases, notice of repayment shall be given on the applicable repayment date;


(iii)	any notice of repayment received by the party entitled thereto 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. A notice of repayment of Accommodation may be included as part of a Notice of Borrowing in respect of other Accommodation; and

(iv)

on the applicable voluntary repayment date the Borrower shall pay to the Administrative Agent for the account of the Lenders, the amount of any Accommodation that is subject to the repayment, together with all interest and other fees and amounts accrued, unpaid and due in respect of such repayment; provided, however; that accrued interest will not be repayable prior to the applicable interest payment date in Section 3.1 in respect of Prime Rate Loans unless the full balance outstanding thereunder is voluntarily repaid.


(b)	Repayment of Accommodations in form of Bankers' Acceptances or Discount Notes. No repayment of outstanding Accommodation in the form of Bankers' Acceptance or Discount Note shall be made otherwise than upon its expiration or maturity date.

5.2 Repayment on Maturity Date and Extension


(a)	Subject to Subsection 2.7(e) and to this Section, the Borrower shall repay in full all outstanding Accommodations, together with all interest, fees and other amounts payable hereunder on the Maturity Date to the Administrative Agent for the account of the Lenders.


(b)	If, no earlier than one hundred and eighty (180) and no later than ninety (90) days prior to the expiry of the Revolving Period, or any subsequent extension approved by the Administrative Agent, with the consent of the Lenders, pursuant to this Subsection 5.2(b), the Borrower delivers to the Administrative Agent a notice in the form of Schedule 3 (a

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"Notice of Extension") requesting that such Maturity Date be extended for a further three hundred and sixty-four (364) day period and if the Administrative Agent, with the consent of the Lenders, gives notice to the Borrower within thirty (30) days from the date of receipt of such Notice of Extension by the Administrative Agent, that the Lenders agree to the request of the Borrower for such extension, then the Maturity Date shall be extended for a three hundred and sixty-four (364) day period commencing on the date stipulated in the Administrative Agent's notice to the Borrower. The Lenders agree that they shall give or withhold their consent in a timely manner so that the Administrative Agent may provide a response to the Notice of Extension within thirty (30) days from the date of such receipt. If a Lender does not provide a response to the Administrative Agent within such thirty (30) day period from the date of such receipt of the Notice of Extension, such Lender shall be deemed to have withheld its consent to the Borrower's extension request. The Borrower shall be entitled to replace any Lender which dissents in response to the Notice of Extension (a "Dissenting Lender") with another existing Lender or Lenders without the consent of any of the remaining Lenders; or to replace a Dissenting Lender with any financial institution which is not an existing Lender without the consent of any of the remaining Lenders, provided that the Administrative Agent has first consented in writing to such replacement of the Dissenting Lender. The Borrower shall be entitled, with the unanimous consent of the Lenders who have agreed to extend, to cancel the Commitment of any Dissenting Lender and repay such Dissenting Lender. Any Notice of Extension delivered by the Borrower shall be accompanied by a Borrower's Certificate of Compliance.


(c)	In the event a Notice of Extension is not delivered by the Borrower or the Credit Facility is not extended, the Borrower shall, subject to Subsection 2.7(e), repay all Accommodations then outstanding in equal quarterly instalments over the following one-year period.

5.3 Excess Accommodations

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 such Credit, the Borrower shall immediately upon request of the Administrative Agent repay such excess.

5.4 Illegality

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.

ARTICLE 6

PAYMENTS AND INDEMNITIES

6.1 Payments on Non-Business Days

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6.2 Method and Place of Payment

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.

6.3 Net Payments

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.

6.4 Administrative Agent May Debit Account

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.

6.5 Currency of Payment

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.

6.6 Increased Costs

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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:

(a)

subject the Lender to any tax of any kind whatsoever with respect to this Agreement or any Accommodation or change the basis of taxation of payments to the Lender of principal, interest; fees or any other amount payable under this Agreement (except for changes in the rate of tax on the overall net income of the Lender or capital tax imposed by the laws of Canada or any political subdivision thereof or taxing authority therein); or


(b)	impose, modify or make applicable any capital adequacy, reserve, assessment, special deposit or loans or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or Loans or other Accommodations, credit facilities or commitments made available by, or any other acquisition of funds by, the Lender;

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.

6.7 General Indemnity

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:


(a)	any Environmental Matter, Environmental Liability or Environmental Proceeding; and


(b)	any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, which the Administrative Agent or Lender may sustain or incur as a consequence of:


(i)	failure by the Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice;


(ii)	failure by the Borrower in repaying a Borrowing after the Borrower has given a notice of repayment;

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(iii)	any breach, non-observance or non-performance by the Borrower of any of its obligations, covenants, agreements, representations or warranties contained in this Agreement; and


(iv)	the repayment of any Bankers' Acceptance or Discount Note otherwise than on the maturity date thereof.

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 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.

6.8 Outstanding Bankers' Acceptances or Discount Notes

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 paragraph, 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.

6.9 Replacement of Lender

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):


(a)	require such Lender to assign its full Commitment under which such Advances were made (such commitments being the "Affected Commitments") and all outstanding Advances thereunder, to one or more assignees identified by the Borrower and acceptable to the Administrative Agent, acting reasonably, the assignment(s) to which assignee(s) shall have been made in accordance with Section 12.15; or


(b)	terminate the Affected Commitments and repay to such Lender any Advances outstanding thereunder to the extent such Affected Commitments and Advances thereunder are not assigned pursuant to Subsection 6.9(a).

ARTICLE 7

SECURITY

7.1 Security

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As a 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.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties

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:


(a)	the Borrower is a limited partnership existing pursuant to the terms of the Partnership Act (Alberta) and has the legal capacity and right to own its property and assets and to carry on the Business;


(b)	the General Partner is a corporation, duly and validly incorporated, organized and existing as a corporation under the laws of the Province of Alberta and has the legal capacity to act as the General Partner of the Borrower;


(c)	each of the Borrower and the General Partner has the legal capacity and right to enter into the Credit Documents and do all acts and things and execute and deliver all agreements, documents and instruments as are required thereunder to be done, observed or performed by it in accordance with the terms and conditions thereof;


(d)	each of the Borrower and the General Partner has taken all necessary action to authorize the creation, execution and delivery of each of the Credit Documents, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby;

(e)

each of the Credit Documents has been duly executed and delivered by each of the Borrower and the General Partner and constitutes a valid and legally binding obligation of the Borrower enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, arrangement or other statutes or judicial decisions affecting the enforcement of creditors' rights in general and to general principles of equity under which specific performance and injunctive relief may be refused by a court in its discretion;

(f)

there is no existing, pending or, to the knowledge of the Borrower or the General Partner, threatened litigation by or against either of them which could reasonably be expected to be adversely determined to the rights of the Borrower or the General Partner and which could reasonably be expected to cause a Material Adverse Effect; no event has occurred, and no state or condition exists, which could give rise to any such litigation; provided, however, that if the Borrower has disclosed to the Lenders litigation which is not in compliance with the foregoing and the Lenders have waived all or any part of such non-compliance, no further waiver shall be required in respect of such litigation to the extent that the same has been waived by the Lenders;


(g)	there has been no change which could reasonably be expected to cause a Material Adverse Effect;

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(h)	the Borrower is in compliance with all Applicable Laws where any non-compliance could reasonably be expected to cause a Material Adverse Effect;

(i)

all Governmental Approvals and other consents necessary to permit the Borrower and the General Partner (i) to execute, deliver and perform each Credit Document and to consummate the transactions contemplated thereby, and (ii) to own and operate the Business, have been obtained or effected and are in full force and effect. The Borrower is in compliance with the requirements of all such Governmental Approvals and consents and there is no Claim existing, pending or, to the knowledge of the Borrower or the General Partner, threatened which could result in the revocation, cancellation, suspension or any adverse modification of any of such Governmental Approvals or consent (except as may hereafter arise and be disclosed to the Administrative Agent);


(j)	no Default or Event of Default under this Agreement or the Trust Indenture has occurred;


(k)	the Borrower has good and marketable title to, in each case free and clear of all Security Interests, other than Permitted Encumbrances, all assets acquired under the Acquisition;


(1)	the Borrower has paid all taxes due and owing to date;


(m)	no essential portion of the Borrower's real or leased property has been taken or expropriated by any Governmental Body nor has written notice or proceedings in respect thereof been given or commenced nor is the Borrower aware of any intent or proposal to give any such notice or commence any such proceedings;


(n)	the Principal Property in the name of the General Partner are and will be held by the General Partner in trust for the Borrower;


(o)	except as disclosed to the Administrative Agent:


(i)	the Borrower does not have any knowledge of any Environmental Adverse Effect or any condition existing at, on or under the Principal Property which, in any case or in the aggregate, with the passage of time or the giving of notice or both, could reasonably be expected to give rise to liability of the Borrower resulting in a Material Adverse Effect;

(ii)

the Borrower has no knowledge of any present or prior leaks or spills with respect to underground storage tanks and piping system or any other underground structures existing at, on or under Principal Property or of any past violations by any Applicable Laws, policies or codes of practice involving the Principal Property, which violations, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect;


(iii)	the Borrower has no knowledge that it has any obligation under any Environmental Laws to pay any compensation or damages resulting from the operation of the Principal Property, or that it will have any such obligation resulting from the maintenance and operation of the Principal Property, which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and

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(iv)	the Borrower has no Environmental Liability which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect except as disclosed by the Borrower to the Administrative Agent in writing prior to the Effective Date;

(p)

the Borrower is not as at the date that this representation is made or deemed to be made the subject of any civil, criminal or regulatory proceeding or governmental or regulatory investigation with respect to Environmental Laws nor is it aware of any threatened proceedings or investigations which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect except as disclosed in accordance with the notice requirements set out in Section 9.2. The Borrower is actively and diligently proceeding to use all reasonable efforts to comply with all Environmental Laws and all such activities are being carried on in a prudent and responsible manner and with all due care and due diligence;


(q)	as of the Effective Date, the Borrower has no Subsidiaries other than Permitted JA Subsidiaries;


(r)	the authorized capital of the General Partner consists of an unlimited number of common shares. All of the shares issued are duly issued and outstanding as fully paid and non-accessible. The sole beneficial holders of such outstanding shares are SNC-Lavalin Energy Alberta Ltd. and SNC-Lavalin GP Holdings Ltd.;


(s)	no labour disturbance by the employees of the Borrower exist or, to the knowledge of the Borrower, is imminent, that could reasonably be expected to have a Material Adverse Effect;


(t)	the sole limited partner of the Borrower is AltaLink Investments, L.P.;

(u)

all of the property of the Borrower is insured with good and responsible companies against fire and other casualties in the same manner and to the same extent as such insurance usually carried by Persons carrying on a similar business and owning similar property and the Borrower maintains or causes to be maintained with good and responsible insurance companies adequate insurance against business interruption with respect to the operations of all of such property and liability on account of damage to Persons or property, including damages resulting from product liability, and all applicable workers compensation laws, in the same manner and to the same extent as such insurance is usually carried by Persons carrying on a similar business and owning similar property; and


(v)	there is no damage or destruction to any of the property of the Borrower by fire or other casualty which could have a Material Adverse Effect that has not been repaired.

8.2 Survival of Representations and Warranties

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.

ARTICLE 9

COVENANTS

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9.1 Trust Indenture

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 incorporated by reference into this Agreement. Non-compliance by the Borrower with any of these covenants cannot be waived by the Lenders other than m accordance with

Subsection 12.8(c).

9.2 Covenants

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:


(a)	Information and Certificates. The Borrower shall furnish to the Administrative Agent, with sufficient copies for all Lenders:

(i)

at the time the same are sent, copies of all financial statements, annual budgets and such other information or material which is reasonably requested by the Administrative Agent including, without limitation, copies of all reports, notices, and other documents, if any, which the Borrower may make to, or file with, any Governmental Authority or which may be required to be delivered to the Trustee under the Trust Indenture including, without limitation, notice of any "Event of Default" under the Trust Indenture, at the time such documents are required to be delivered to the Trustee in accordance with the provisions of the Trust Indenture;


(ii)	copies of any Supplemental Indenture which amends in any way the Trust Indenture, the Fifteenth Supplemental Indenture or the Series 15 Bond; and


(iii)	upon delivery of each of the items set out in paragraphs 6.4(a)(i) and (ii) of the Trust Indenture, the Borrower's Certificate of Compliance.


(b)	Payments Under This Agreement and Credit Documents. The Borrower shall pay, discharge or otherwise satisfy all amounts payable under this Agreement in accordance with the terms of this Agreement and all amounts payable under any Credit Document in accordance with the terms thereof.


(c)	Proceeds. The Borrower shall use the proceeds of any Accommodation only for the purposes permitted pursuant to Section 2.1.

(d)

Inspection of Property, Books and Records, Discussions. The Borrower shall keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Applicable Laws shall be made of all dealings and transactions in relation to its business and activities, and permit representatives and agents of the Administrative Agent upon reasonable notice to the Borrower and during business hours, to visit and inspect any of the properties and examine and make abstracts from any of the books and records of the Borrower as often as may reasonably be desired, and, subject to applicable securities laws, to discuss the business, operations, property, condition and prospects (financial or otherwise) of the Borrower with those officers and employers of the Borrower designated by its senior executive officers.

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(e)

Anti-Money Laundering and Terrorist Financing. The Borrower has taken, and shall continue to take, commercially reasonable measures (in any event as required by Applicable Law) to ensure that it is and shall be in compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and all other present and future Applicable Laws of similar application to which the Borrower is subject.


(f)	Notices . The Borrower shall promptly give notice to the Administrative Agent of:


(i)	the occurrence of any Default or Event of Default;

(ii)

the commencement of, or receipt by the Borrower of a written threat of, any action, suit or proceeding against or affecting the Borrower before any court or arbitrator or before or by any Governmental Authority, in Canada or elsewhere, or before any board, which claims in excess of Twenty-five Million Dollars (Cdn.$25,000,000) or which, in any case or in the aggregate, has, or has any reasonable likelihood of having, a Material Adverse Effect or a material adverse change on the business, operations or assets of the Borrower, taken as a whole, and such further information in respect thereof as the Administrative Agent may request from time to time;


(iii)	any notice of any violation or administrative or judicial complaint or order having been filed or, to the Borrower's knowledge, about to be filed against the Borrower which has, or has any reasonable likelihood of having, a Material Adverse Effect or a material adverse change on the business, operations or assets of the Borrower, taken as a whole;


(iv)	any notice from any Governmental Authority or any other Person alleging that the Borrower is or may be subject to any Environmental Liability which has, or has any reasonable likelihood of having, a Material Adverse Effect or a material adverse change on the business, operations or assets of the Borrower, taken as a whole;


(v)	the occurrence or non-occurrence of any other event which has, or has a reasonable likelihood of having, a Material Adverse Effect or which has a material adverse change on the business, operations or assets of the Borrower, taken as a whole;


(vi)	any changes in the ownership structure to the Borrower; and

(vii) any notice of a change in rating by one or more Rating Agencies.

(g)

Permitted Joint Arrangements. (i) The total equity investment of the Borrower in Permitted JA Subsidiaries (such as Kainai Link, L.P. to the extent that it meets the definition of Permitted JA Subsidiary) and Permitted Joint Arrangements shall not exceed an aggregate amount equal to Cdn.$200,000,000; and (ii) the Borrower shall not form any Subsidiaries other than Permitted JA Subsidiaries and shall not enter into any Joint Arrangements other than Permitted Joint Arrangements. The Borrower shall deliver to the Administrative Agent not later than sixty (60) days after the end of each fiscal quarter, an Officer's Certificate certifying as to the matters in this Paragraph (g) including regarding what portion of the above Cdn.$200,000,000 has been used and how/where it has been used.

9.3 Maintenance of Total Capitalization

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(a)

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 Facilities, the aggregate amount of all Indebtedness of the Borrower (other than Financial Instrument Obligations in accordance with Section 6.3 of the Trust Indenture) shall not exceed seventy-five percent (75%) of the Total Capitalization of the Borrower. For greater certainty, for the purposes of this Section 9.3, (i) the foregoing calculations of both the aggregate amount of all Indebtedness of the Borrower and the Total Capitalization of the Borrower shall exclude any non• recourse debt incurred by Permitted JA Subsidiaries in connection with their related Permitted Joint Arrangements as well as any equity contributions made in respect of such Permitted Joint Arrangements, to the extent in each case that the Borrower is in compliance with Section 9 .2(g) in respect of such joint arrangement, and (ii) when ascertaining maintenance of Total Capitalization for this purpose, the exclusions shall apply to both the numerator component of that definition (ie exclusion of the related debt) and to the denominator component of that definition (ie exclusion of the related debt and equity).


(b)	The Borrower shall deliver to the Administrative Agent not later than sixty (60) days after the end of each fiscal quarter, an Officer's Certificate certifying as to the matter in Paragraph (a) above.

ARTICLE 10

CONDITIONS PRECEDENT TO BORROWINGS

10.1 Conditions Precedent to Initial Borrowing

satisfied:


(a)	the Borrower shall confirm the cancellation of the existing credit facility created under the Second Amended and Restated Credit Agreement in the principal amount of Cdn.$1,425,000,000.00;


(b)	the Borrower shall provide evidence to the Administrative Agent that its Commercial Paper Program continues to be in full force and effect;


(c)	the Administrative Agent shall have received any required Borrowing Notice;


(d)	there shall exist no Default or Event of Default on the said initial Borrowing Date and, if required by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a Borrower's Certificate of Compliance;


(e)	all representations and warranties contained in Article 8 shall be true on and as of the initial Borrowing Date with the same effect as if such representations and warranties had been made on and as of the initial Borrowing Date and, if required by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a Borrower's Certificate of Compliance;


(f)	the Trust Indenture shall not have been amended;


(g)	the Administrative Agent and the Lenders shall have received any Credit Documents required by the Administrative Agent and the Lenders duly executed by the Borrower, including, without limitation, the supplemental indenture to the Trust Indenture authorizing the execution of the Pledged Bond and delivery thereof to the trustee under the Trust Indenture;


(h)	the following documents in form, substance and execution acceptable to the Administrative Agent shall have been delivered to the Administrative Agent:


(i)	duly certified copies of the constating documents of the Borrower and the General Partner and of all necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Credit

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Documents to which it is a party and the entering into and performance of the transactions contemplated herein and therein;


(ii)	certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement and the Credit Documents to which it is a party;


(iii)	certificate of status or the equivalent relative to the Borrower and the General Partner under the laws of Canada or its jurisdiction of creation; and


(iv)	the opinion of counsel for the Borrower in form and substance satisfactory to the Administrative Agent and the Lenders;


(i)	the Administrative Agent and the Lenders shall have received evidence that all necessary corporate, governmental and other third party approvals have been obtained in form and substance acceptable to the Administrative Agent and the Lenders, each acting reasonably;


(j)	all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and the Fee Letter shall have been paid to the applicable parties; and


(k)	the Administrative Agent and the Lenders are satisfied in their sole and absolute discretion that all of the provisions of Article 9 have been complied with to their satisfaction.

10.2 Conditions Precedent to Subsequent Borrowings

Notwithstanding the execution of this Agreement by any of the parties hereto, the Lenders shall not be bound by the terms of this Agreement nor obliged to make available any portion of any Borrowing after the initial Borrowing, unless the Borrower (by way of the delivery of a Borrower's Certificate of Compliance), or the Borrower's counsel (if appropriate), confirms to the Administrative Agent that each of the following conditions is satisfied:


(a)	the Borrower's existing Commercial Paper Program continues to be in full force and effect;


(b)	the Administrative Agent shall have received any required Borrowing Notice;


(c)	there shall exist no Default or Event of Default on the said Borrowing Date and, if required by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a Borrower's Certificate of Compliance;


(d)	all representatives and warranties contained in Section 8.1 shall be true on and as of the Borrowing Date with the same effect as if such representations and warranties had been made on and as of the initial Borrowing Date and, if required by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a Borrower's Certificate of Compliance;


(e)	all fees payable on or before the date of any subsequent Borrowing under the Fee Letter and this Agreement shall have been paid to the applicable party as and when due and payable thereunder; and

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(f)	the Trust Indenture shall not have been amended.

10.3 Waiver

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.

ARTICLE 11

EVENTS OF DEFAULT

11.1 Events of Default

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


(a)	Trust Indenture. Each of the events set out in Section 10.1 of the Trust Indenture including applicable notice and grace periods;

(b)

Default in Payment of any Amount Hereunder. If the Borrower fails to pay any interest, fees or any amount owing to the Lenders or any of them hereunder (other than principal amounts), or under any Credit Document when due and payable hereunder or thereunder and the Borrower fails to pay such interest, fees or any amount owing to the Lenders or any of them hereunder (other than principal amounts) within five (5) Business Days after notice is given by the Administrative Agent to the Borrower. For clarity, the failure to pay a principal payment shall be an immediate Event of Default and the Administrative Agent shall have the remedies available pursuant to Section 11.2;

(c)

Default in Other Provisions. If the Borrower shall fail, refuse or default in any material respect with the performance or observance of any of the covenants, agreements or conditions contained herein and such failure, refusal or default adversely affects the Lenders and, such failure, refusal or default continues for a period of thirty (30) days after written notice thereof by the Administrative Agent; and

(d)

Full Force and Effect. If this Agreement or any material portion hereof shall, at any time after its respective execution and delivery and for any reason, cease in any way to be in full force and effect or if the validity or enforceability of this Agreement is disputed in any manner by the Borrower and the Credit Facility have not been repaid within 30 days of demand therefor by the Administrative Agent.

11.2 Remedies

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:

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(a)	demand payment of any principal, accrued interest, fees and other amounts which are then due and owing in respect of the Accommodations under the Credit Facility without presentment, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;


(b)	declare by notice to the Borrower the Credit Facility terminated, whereupon the same shall terminate immediately without any further notice of any kind;


(c)	demand payment of the Pledged Bond in accordance with the provisions of the Bond Delivery Agreement; and


(d)	assign all or any part of the outstanding Accommodations and the amounts payable hereunder to any Person without reference to Article 12.

11.3 Remedies Cumulative

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

11.4 Appropriation of Moneys Received

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.

11.5 Non-Merger

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.

11.6 Waiver

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.

11.7 Set-off

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:


(a)	in respect of any Funds and Accounts (as defined in the Trust Indenture) forming part of the Collateral (as defined in the Trust Indenture), the Trustee has a security interest in such

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Funds and Accounts and the cash on deposit therein are Permitted Investments forming part thereof;


(b)	the Administrative Agent or such Lender, as applicable, has and will have no security interest in any such Fund or Account or the cash on deposit therein or Permitted Investments forming part thereof; and

(c)

the only rights of set-off which may be exercised by the Administrative Agent or such Lender in respect of any such Fund or Account or the cash on deposit therein or Permitted Investments forming part thereof are those arising out of the operation of the relevant account unless the Administrative Agent or such Lender has agreed to remit all amounts so set-off to the Trustee to be dealt with in accordance with the Trust Indenture;

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 Agents' 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 unrnatured, and any other indebtedness and liability of the Administrative Agent or such Lender to the Borrower, matured or unrnatured, 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.

ARTICLE 12

THE ADMINISTRATIVE AGENT AND THE LENDERS

12.1 Authorization of Administrative Agent and Relationship

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 law.

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12.2 Disclaimer of Administrative Agent

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.

12.3 Failure of Lender to Fund

(a)

Unless the Administrative Agent has actual knowledge that a Lender has not made or will not make available to the Administrative Agent for value on a Borrowing Date the applicable amount required from such Lender pursuant to Article 2, the Administrative Agent shall be entitled to assume that such amount has been or will be received from such Lender when so due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date and the Administrative Agent has made available a corresponding amount to the Borrower on such Borrowing Date as aforesaid, such Lender shall pay to the Administrative Agent 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 amount that should have been paid to the Administrative Agent by such Lender on such Borrowing Date and was not, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including such Borrowing Date to but excluding the date on which the amount is received by the Administrative Agent from such Lender and the denominator of which is three hundred and sixty-five (365). A certificate of the Administrative Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date, the Administrative Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Administrative Agent to the Borrower as aforesaid together with interest thereon at the applicable rate per annum payable by the Borrower hereunder.


(b)	Notwithstanding the provisions of Subsection 12.3(a), if any Lender fails to make available to the Administrative Agent its Proportionate Share of any Advance (such Lender being herein called the "Defaulting Lender"), the Administrative Agent shall forthwith give notice of such failure by the Defaulting Lender to the other Lenders. The Administrative

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Agent shall then forthwith give notice to the other Lenders that any Lender may make available all or any portion of the Defaulting Lender's share of such Advance in the place of the Defaulting Lender, but in no way shall any other Lender or the Administrative Agent be obliged to do so. If more than one Lender gives notice that it is prepared to make funds available in the place of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the "Contributing Lenders" and individually called the "Contributing Lender") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available a portion of such Advance based on the Contributing Lenders' relative Proportionate Shares. If any Contributing Lender makes funds available in the place of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand any amount advanced on its behalf together with interest thereon at the rate applicable to such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Administrative Agent its Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Administrative Agent its Proportionate Share of any Advance as required herein.

12.4 Replacement of Lenders

(a)

If any Lender defaults in its obligation to fund Loan hereunder, then the Borrower may, at its sole expense and effort, upon 10 days' prior notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that;


(i)	the Borrower pays the Administrative Agent an assignment fee specified in Section 12.4(b);


(ii)	the assigning Lender receives payment of an amount equal to the outstanding principal of its Loan and accrued fees and all other amounts payable to it hereunder and under the other Credit Documents from the Assignee, defined below (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); and


(iii)	such assignment does not conflict with Applicable Laws.

(b)

Any Lender (herein sometimes called an "Assigning Lender") may, with the prior written consent of the Administrative Agent and unless an Event of Default has occurred, with the prior written consent of the Borrower, in each case not to be unreasonably withheld or delayed, assign all or any part of its rights to, and may have its obligations in respect of the Credit Facility assumed by, one or more financial institutions or other entities (each an "Assignee") in minimum amounts of Cdn.$10,000,000 and in Cdn.$5,000,000 increments.

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Without limiting the generality of the foregoing, no Lender shall assign any portion of its Commitment (as set out on Schedule 5) if, after that assignment, the Assigning Lender's commitment would be less than Cdn.$10,000,000. An assignment shall become effective when the Borrower and the Administrative Agent have been notified of it by the Assigning Lender and have received from the parties to the assignment an executed assignment and assumption agreement (the "Lender Assignment Agreement"), in a form reasonably satisfactory to the Administrative Agent, and the Administrative Agent has received from the Assignee an assignment fee of a minimum of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) per Lender per assignment. From and after the effective date specified in the Lender Assignment Agreement, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Lender Assignment Agreement, shall have the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party in respect of the rights or obligations assigned to it, and the Assigning Lender shall be released and discharged accordingly and to the same extent, and such Schedules as applicable shall be amended accordingly from time to time without further notice or other requirement. Each partial assignment shall be made as an assignment of a proportionate part of all of the Assigning Lender's rights and obligations under this Agreement with respect to the Borrowing or the Commitment assigned.

12.5 Payments by the Borrower

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 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:


(a)	payments of interest in accordance with each Lender's Advanced Share of the Advances to which the payment relates;


(b)	repayments of principal in accordance with each Lender's Advanced Share of the Advances to which the payment relates;


(c)	payments of standby fees in accordance with Section 4.3; and


(d)	all other payments including, without limitation, amounts received upon realization, in accordance with each Lender's Proportionate Share; provided, however, that with respect to proceeds of realization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Accommodations.

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).

12.6 Payments by Administrative Agent

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(a)	For greater certainty, the following provisions shall apply to any and all payments made by the Administrative Agent to the Lenders hereunder:


(i)	the Administrative Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower;


(ii)	if the Administrative Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Administrative Agent shall have no obligation to remit to each Lender any amount other than such Lender's share of that amount which is actually received by the Administrative Agent;

(iii)

if a Lender's share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's entitlement to such payment shall be reduced in proportion to the length of time such Lender's share of the Advance or such Lender's Commitment, as the case may be, has actually been outstanding;


(iv)	the Administrative Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall, in the absence of manifest error, be binding and conclusive; and


(v)	upon request, the Administrative Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein.

(b)

Unless the Administrative Agent has actual knowledge that the Borrower has not made or will not make a payment to the Administrative Agent for value on the date in respect of which the Borrower has notified the Administrative Agent that the payment will be made, the Administrative Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Administrative Agent on the required date and the Administrative Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Administrative Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Administrative Agent as a result. A certificate of the Administrative Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Administrative Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Administrative Agent to the date on which repayment is made by the Lender receiving such payment.

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12.7 Direct Payments

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.

12.8 Administration of the Credit Facility


(a)	Unless otherwise specified herein, the Administrative Agent shall perform the following duties under this Agreement:

(i)

prior to the first Borrowing, provided that the Administrative Agent has received confirmation from the Borrower (by way of the delivery of a Borrower's Certificate of Compliance), or the Borrower's counsel (if appropriate), that the conditions in Section 10.1 has been complied with, advise the Lenders that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.9(b) and any other applicable terms of this Agreement;


(ii)	use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement;

(iii)

hold all legal documents relating to the Credit Facility, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Administrative Agent, all remittances and payments made by the Administrative Agent to the Lenders and all fees or any other sums received by the Administrative Agent and, except for accounts, records and documents relating to the fees payable under any separate fee agreement, allow each Lender and their respective advisers to examine such accounts, records and documents at their own expense, and provide any Lender, upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at the Lender's expense;

(iv)

except as otherwise specifically provided for in this Agreement, promptly advise each Lender upon receipt of each notice and deliver to each Lender, promptly upon receipt, all other written communications furnished by the Borrower to the Administrative Agent on behalf of the Lenders pursuant to this Agreement, including without limitation copies of financial reports and certificates which are to be furnished to the Administrative Agent;


(v)	forward to each of the Lenders, upon request, copies of this Agreement, and other Credit Documents (other than any separate fee agreement);

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(vi)	promptly forward to each Lender, upon request, an up-to-date loan status report; and

(vii)

upon learning of same, promptly advise each Lender in writing of the occurrence of an Event of Default or Default or the occurrence of any event, condition or circumstance which would have a Material Adverse Effect on the ability of the Borrower to comply with this Agreement or of the occurrence of any material adverse change on the business, operations or assets of the Borrower, taken as a whole, provided that, except as aforesaid, the Administrative Agent shall be under no duty or obligation whatsoever to provide any notice to the Lenders and further provided that each Lender hereby agrees to notify the Administrative Agent of any Event of Default or Default of which it may reasonably become aware.


(b)	The Administrative Agent may take the following actions only with the prior consent of the Majority Lenders, unless otherwise specified in this Agreement:


(i)	subject to Subsection 12.8(c), exercise any and all rights of approval conferred upon the Lenders by this Agreement;


(ii)	amend, modify or waive any of the terms of this Agreement (including waiver of an Event of Default or Default) if such amendment, modification or waiver would have a Material Adverse Effect on the rights of the Lenders thereunder and if such action is not otherwise provided for in Subsection 12.8(c);


(iii)	declare an Event of Default or take action to enforce performance of the obligations of the Borrower and purse any available legal remedy necessary;


(iv)	decide to accelerate the amounts outstanding under the Credit Facility; and


(v)	pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders.


(c)	The Administrative Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein:

(i)

amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would amend the Canadian Dollar Amount of any Accommodation outstanding, reduce the interest rate applicable to any Accommodation, reduce the fees or other amounts payable with respect to any Accommodation, extend any date fixed for payment of principal, interest or other amounts relating to the Credit Facility or extend the Maturity Date of any Credit;


(ii)	amend the definition of"Majority Lenders" or this Subsection 12.8(c); and


(iii)	release, discharge or amend the Security Interest granted by the Borrower in favour of the Trustee.


(d)	Notwithstanding Subsection 12.8(b) and any other provision of this Agreement except for Subsection 12.8(c), in the absence of instructions from the Lenders and where, in the sole

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opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Administrative Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Administrative Agent deems appropriate or desirable.


(e)	As between the Borrower, the Administrative Agent and the Lenders:


(i)	all statements, certificates, consents and other documents which the Administrative Agent purports to deliver on behalf of the Lenders or the Majority Lenders shall be binding on each of the Lenders, and the Borrower shall not be required to ascertain or confirm the authority of the Administrative Agent in delivering such documents;


(ii)	all certificates, statements, notices and other documents which are delivered by the Borrower to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders, except where this Agreement expressly requires delivery of notices of Advances and payments to the Administrative Agent and/or individual Lenders; and


(iii)	all payments which are delivered by the Borrower to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

12.9 Rights of Administrative Agent


(a)	In administering the Credit Facility, the Administrative Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Administrative Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders.

(b)

The Administrative Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement.


(c)	The Administrative Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking or other business with the Borrower, as if it were not the Administrative Agent.

(d)

Except in its own right as a Lender, the Administrative Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby.

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(e)	The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between the Administrative Agent and the Borrower pursuant to the terms of the Fee Letter.

12.10 Acknowledgments, Representations and Covenants of Lenders

(a)

It is acknowledged and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, property, affairs, status and nature of the Borrower. Accordingly, each Lender confirms to the Administrative Agent that it has not relied, and will not hereafter rely, on the Administrative Agent (i) to check or inquire on its behalf into the adequacy or completeness of any information provided by the Borrower under or in connection with this Agreement or the transactions herein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Administrative Agent) or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, property, affairs, status or nature of the Borrower.


(b)	Each Lender represents and warrants to the Administrative Agent and the Borrower that it has the legal capacity to enter into this Agreement pursuant to its constating documents and any applicable legislation and has not violated its constating documents or any applicable legislation by so doing.

(c)

Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), rateably according to its Proportionate Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of the Credit Documents or the transactions therein contemplated, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's negligence or wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Proportionate Share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preservation of any rights of the Administrative Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. The obligation of the Lenders to indemnify the Administrative Agent shall survive the termination of this Agreement.


(d)	Each of the Lenders acknowledges and confirms that in the event the Administrative Agent does not receive payment in accordance with this Agreement, it shall not be the obligation of the Administrative Agent to maintain the Credit Facility in good standing nor shall any Lender have recourse to the Administrative Agent in respect of any amounts owing to such Lender under this Agreement.


(e)	Each Lender acknowledges and agrees that its obligation to advance its Proportionate Share of Advances in accordance with the terms of this Agreement is independent and in no way related to the obligation of any other Lender hereunder.


(f)	Each Lender hereby acknowledges receipt of a copy of this Agreement and acknowledges that it is satisfied with the form and content of such documents.

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(g)

Except to the extent recovered by the Administrative Agent from the Borrower, promptly following demand therefor, each Lender shall pay to the Administrative Agent an amount equal to such Lender's Proportionate Share of any and all reasonable costs, expenses, claims, losses and liabilities incurred by the Administrative Agent in connection with this Agreement, except for those incurred by reason of the Administrative Agent's negligence or willful misconduct.

12.11 Collective Action of the Lenders

Each of the Lenders hereby acknowledges that to the extent permitted by applicable law, 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.

12.12 Successor 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.

12.13 Provisions Operative Between Lenders and Administrative Agent Only

Except for the provisions of Subsections 12.8(e), 12.lO(b), Sections 12.11, 12.12, 12.14,

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12.15(b) 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.

12.14 and Participation- Approvals

A Lender may:


(a)	upon notice to the Borrower grant participation (a "Participation" i ) n all or any part of the rights, benefits and obligations of the Lenders hereunder to one or more Persons (each a "Participant") ; or


(b)	assign (an " Assignment ") all or part of the rights, benefits and obligations of such Lender hereunder to one or more Persons (each an "Assignee");

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.

12.15 Assignments

(a)

Subject to Section 12.14, the Lenders collectively or individually may assign to one or more Assignees all or a portion of their respective rights and obligations under this Agreement (an undivided portion thereof corresponding to the portion of the Commitment being assigned) by way of Assignment. The parties to each such Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Borrower, and to the Administrative Agent for its consent and recording in the Register and, except in the case of an Assignment by the Lenders collectively or an Assignment by a Lender to an affiliate of that Lender, shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Administrative Agent. After such execution, delivery, consent and recording the Assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. The Lenders agree that, provided that no Event of Default under this Agreement or the Trust Indenture has occurred, no assignment shall be made which would result in any increased costs to the Borrower.


(b)	The agreements of an Assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the other Lenders, the Administrative Agent and the Borrower in accordance with the terms of the Assignment Agreement.

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(c)

The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered and consented to by the Lender and, where required, by the Borrower and a register for recording the names and addresses of the Lenders and the Commitment of each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. The Borrower, the Administrative Agent and each of the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any Person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by any Lender or the Borrower at any reasonable time and from time to time upon reasonable prior notice.


(d)	Upon its receipt of an Assignment Agreement executed by an assigning Lender and an Assignee and approved by the Administrative Agent, and, where required, by the Borrower, the Administrative Agent shall, if the Assignment Agreement has been completed and is in the required form with such immaterial changes as are acceptable to the Administrative Agent:


(i)	record the information contained therein in the Register; and


(ii)	give prompt notice thereof to the other Lenders and the Borrower, and provide them with an updated version of Schedule 5.

12.16 Participation

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:


(a)	the Lender's obligations under this Agreement (including, without limitation, its Commitment) shall remain unchanged;


(b)	the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;


(c)	the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement; and


(d)	no Participant shall have any right to participate in any decision of the Lender or the Majority Lenders hereunder or to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any Person therefrom.

ARTICLE 13

MISCELLANEOUS

13.1 Expenses

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 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

LEGAL_1 :28825770.9

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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.

13.2 Further Assurances

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.

13.3 Notices

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

Scotia Capital - Corporate Banking - Power

62"d Floor, Scotia Plaza

40 King Street West

Toronto, Ontario MSW 2X6

Attention: Bradley Walker, Director

Facsimile: (416) 866-4788

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

Royal Bank of Canada

Royal Bank Plaza

200 Bay Street, 4th Floor, South Tower

P.O. Box 50

Toronto, Ontario M5J 2W7

Attention: Managing Director

Facsimile: (416) 842-5320

If to the Co-Documentation Agents:

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Bank of Montreal

BMO Capital Markets

2200, 333 - 7th Avenue SW

Calgary, Alberta T2P 2Zl

Attention: Robert Heinrichs, Director

Facsimile: (403) 515-3656

and:

National Bank of Canada

Corporate & Investment Banking Group

450 - 1st Street SW, Suite 2802

Calgary, Alberta T2P 5Hl

Attention: John Niedermier

Facsimile: (403) 265-0543

If to the Lenders:

The Toronto-Dominion Bank

Investment Banking

66 Wellington Street West, 9th Floor

Toronto, Ontario M5K 1A2

Attention: •

Facsimile: •

and:

Alberta Treasury Branches

Suite 600, 444-ih Avenue SW

Calgary, Alberta T2P OX8

Attention: Tim Poole, Director

Facsimile: (403) 974-5784

If to the Borrower and/or the General Partner:

AltaLink Management Ltd.

2611 - 3rd Avenue SE

Calgary, Alberta T2A 7W7

Attention: Christopher Lomore, Vice President, Treasurer

Facsimile: (403) 267-3407

LEGAL_1 :28825770.9

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with a copy to:

Borden Ladner Gervais LLP

1000 Canterra Tower

400 Third Avenue S.W.

Calgary, Alberta T2P 4H2

Attention: Allan Nielsen

Facsimile: (403) 266-1395

13.4 Survival

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.

13.5 Benefit of Agreement

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.

13.6 Severability

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.

13.7 Entire Agreement

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.

13.8 Credit Documents

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.

13.10 Amendments/Approvals and Consents/Waivers

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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.

13.11 Acknowledgement

[The remainder of this page intentionally left blank]

LEGAL_1 :28825770.9

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.



ALTALINK MANAGEMENT LTD,. as General Partner of ALTALINK, L.P.
By:	/s/ Joseph Bronneberg
	Name:	Joseph Bronneberg
	Title:	Executive Vice President and Chief Financial Officer

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

ALTALINK MANAGEMENT LTD.
By:	/s/ Joseph Bronneberg
	Name:	Joseph Bronneberg
	Title:	Executive Vice President and Chief Financial Officer

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

Signature Page to Alta/ink Third Amended and Restated Credit Agreement



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

By:	/s/ Clement Yu
	Name:	Clement Yu
	Title:	Associate Director

THE BANK OF NOVA SCOTIA, as Lender
By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director

By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate Director

Signature Page to Alta/ink Third Amended and Restated Credit Agreement



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

ROYAL BANK OF CANADA, as Lender
By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

Signature Page to Alta/ink Third Amended and Restated Credit Agreement



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

By:	/s/ Connor Irving
	Name:	Connor Irving
	Title:	Associate

THE BANK OF MONTREAL, as Lender
By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President

By:	/s/ Connor Irving
	Name:	Connor Irving
	Title:	Associate

Signature Page to Alta/ink Third Amended and Restated Credit Agreement



NATIONAL BANK OF CANADA, as Co- Documentation Agent
By:	/s/ Mark Williamson
	Name:	Mark Williamson
	Title:	Authorized Signatory

By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

NATIONAL BANK OF CANADA, as Lender
By:	/s/ Mark Williamson
	Name:	Mark Williamson
	Title:	Authorized Signatory

By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

Signature Page to Alta/ink Third Amended and Restated Credit Agreement



THE TORONTO DOMINION BANK, as Lender
By:	/s/ David Manli
	Name:	David Manli
	Title:	Vice President

By:	/s/ Matt Handel
	Name:	Matt Handel
	Title:	Managing Director

Signature Page to Alta/ink Third Amended and Restated Credit Agreement



ALBERTA TREASURY BRANCHES, as Lender
By:	/s/ Tim Poole
	Name:	Tim Poole
	Title:	Director Energy

By:	/s/ Trevor Guinard
	Name:	Trevor Guinard
	Title:	Associate Director Energy

Signature Page to Altalink Third Amended and Restated Credit Agreement

SCHEDULE 1

BORROWER'S CERTIFICATE OF COMPLIANCE

TO: The Bank of Nova Scotia ("BNS"), as Administrative Agent for the Lenders, under the

Credit Agreement

This Certificate is delivered to you pursuant to the Third Amended and Restated Credit Agreement made as of December 19, 2013, as amended, restated or replaced 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 Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal ("BMO") and National Bank of Canada ("NBC"), as Co-Documentation Agents, and BNS, RBC, BMO, NBC, The Toronto-Dominion Bank and Alberta Treasury Branches, 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 hereby certifies that as of the date hereof:


1.	Representations and Warranties. All representations and warranties of the Borrower and the General Partner contained in the Credit Agreement are true and correct in all material respects as if made on and as of the date hereof, except as set out in Appendix I hereto or otherwise notified to the Administrative Agent under the Credit Agreement.


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


3.	Limitation on Indebtedness. The aggregate amount of all Indebtedness of the Borrower (other than Financial Instrument Obligations in accordance with Section 6.3 of the Trust Indenture) does not exceed seventy-five percent (75%) of the Total Capitalization of the Borrower.

Permitted Joint Arrangements. (i) The total equity investment of the Borrower in Permitted JA Subsidiaries and Permitted Joint Arrangements does not exceed an aggregate amount equal to Cdn.$200,000,000; and (ii) the Borrower has not formed any Subsidiaries other than Permitted JA Subsidiaries and has not entered into any joint ventures or joint arrangements other than Permitted Joint Arrangements. The following represents investments by the Borrower in Permitted JA Subsidiaries and Permitted Joint Arrangements as of the date hereof which aggregate amount does not exceed Cdn.$200,000,000: [Borrower to provide details.].

LEGAL_1 :28825770.9

DATED this __ day of ______ , 201_.

ALTALINK MANAGEMENT LTD., as

general partner of ALTALINK, L.P.

By: _____________________

Name: Joe Bronneberg

Title: Executive Vice-President and CFO

By: _____________________

Name: Christopher Lomore

Title: Vice President, Treasurer

I/We have the authority to bind the Partnership.

ALTALINK MANAGEMENT LTD.

By: _____________________

Name: Joe Bronneberg

Title: Executive Vice-President and CFO

By: _____________________

Name: Christopher Lomore

Title: Vice President, Treasurer

I/W e have the authority to bind the Corporation.

Syndicate Facility- Certificate of Compliance- Signature Page

LEGAL_1 :28825770.9

APPENDIX I

EXCEPTIONS AND QUALIFICATIONS TO

BORROWER'S CERTIFICATE OF COMPLIANCE

LEGAL_1 :28825770.9

SCHEDULE 2(A)

BORROWING NOTICE

The Bank of Nova Scotia

Global Wholesale Services

720 King Street West

2nd Floor

Toronto, ON M5V 2T3

Attention: John Hall, Director, Loan Operations

Facsimile: (416) 866-5991

The Lenders under the Credit Agreement

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 Third Amended and Restated Credit Agreement made as of December 19, 2013, as amended, restated or replaced 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 Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal ("BMO") and National Bank of Canada ("NBC"), as Co-Documentation Agents, and BNS, RBC, BMO, NBC, The Toronto-Dominion Bank and Alberta Treasury Branches, 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:

(a) Prime Rate Loan in the amount of Cdn.$ Ÿ ; and


(b)	Bankers' Acceptance or Ÿ in the aggregate amount of Cdn.$ Ÿ having a term of Ÿ days [add same provision for any other amount and term requested].

All Loans made pursuant to this Notice of Borrowing shall be credited to the undersigned's account no. • at the Branch. In the case of a Bankers' Acceptance, it shall be delivered to •. The requested Borrowing Date is •. [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 Ÿ . The requested Borrowing Date is Ÿ .

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.

LEGAL_1 :28825770.9

-2-

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

DATED this _day _____ , 201_.

ALTALINK MANAGEMENT LTD., as

general partner of ALTALINK, L.P.

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

I/We have the authority to bind the Partnership.

LEGAL_1 :28825770.9

SCHEDULE 2(B)

NOTICE OF ROLL OVER

The Bank of Nova Scotia

Global Wholesale Services

720 King Street West

2nd Floor

Toronto, ON M5V 2T3

Attention: John Hall, Director, Loan Operations

Facsimile: (416) 866-5991

The Lenders under the Credit Agreement

Dear Sirs/Mesdames:

We refer to Section 2.4 of the Third Amended and Restated Credit Agreement made as of December 19, 2013, as amended, restated or replaced 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 Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal ("BMO") and National Bank of Canada ("NBC"), as Co-Documentation Agents, and BNS, RBC, BMO, NBC, The Toronto-Dominion Bank and Alberta Treasury Branches, 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:


(a)	it intends to repay the following Bankers' Acceptances or Discount Note, as the case may be, on the current maturity date:


(i)	aggregate face amount - $_____;


(ii)	current maturity date _____;


(b)	the following Bankers' Acceptances or Discount Note, as the case may be, are to be rolled over in accordance with the Credit Agreement by the issuance of new Bankers' Acceptances or Discount Note on the current maturity date specified below:


(i)	aggregate face amount of maturing Bankers' Acceptances or Discount Note - $_____;

(ii) current maturity date - _____;

(iii) new aggregate face amount - $_____;

(iv) new contract period - _____; and

(v) new maturity date - _____.

LEGAL_1 :28825770.9

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 _____ , 201_.

ALTALINK MANAGEMENT LTD., as

general partner of ALTALINK, L.P.

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

I/We have the authority to bind the Partnership.

LEGAL_1 :28825770.9

SCHEDULE 2(C)

CONVERSION OPTION NOTICE

The Bank of Nova Scotia

Global Wholesale Services

720 King Street West

2nd Floor

Toronto, ON M5V 2T3

Attention: John Hall, Director, Loan Operations

Facsimile: (416) 866-5991

The Lenders under the Credit Agreement

Dear Sirs/Mesdames:

We refer to Section 2.4 of the Third Amended and Restated Credit Agreement made as of December 19,

2013, as amended, restated or replaced 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 Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal ("BMO") and National Bank of Canada ("NBC"), as Co• Documentation Agents, and BNS, RBC, BMO, NBC, The Toronto-Dominion Bank and Alberta Treasury Branches, 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_____, 201_. The contract period for the new Bankers' Acceptances or Discount Note, as the case may be, shall be_____with a new maturity date of , 201_.

DATED this _day _____ , 201_.

ALTALINK MANAGEMENT LTD., as

general partner of ALTALINK, L.P.

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

I/We have the authority to bind the Partnership.

LEGAL_1 :28825770.9

Schedule 3

NOTICE OF EXTENSION

The Bank of Nova Scotia

Scotia Capital - Global Loan Syndications Canada

40 King Street West

62nd Floor - Scotia Plaza

Toronto, ON MSW 2X6

Attention: Head, Agency Services

Facsimile: (416) 866-3329

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-four (364) 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 Third Amended and Restated Credit Agreement made as of December 19, 2013, 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 Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal ("BMO") and National Bank of Canada ("NBC"), as Co-Documentation Agents, and BNS, RBC, BMO, NBC, The Toronto-Dominion Bank and Alberta Treasury Branches, as Lenders, and the other Lenders which from time to time become a party thereto.

DATED this _day _____ , 201_.

ALTALINK MANAGEMENT LTD., as

general partner of ALTALINK, L.P.

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

I/We have the authority to bind the Partnership.

LEGAL_1 :28825770.9

Schedule 4

ASSIGNMENT AGREEMENT

TO: THE BANK OF NOVA SCOTIA ("BNS")

AND TO: ALTALINK, L.P. (the "Borrower")

The Borrower has entered into the Third Amended and Restated Credit Agreement made as of December 19, 2013, as amended, restated or replaced from time to time, (the "Credit Agreement") between the Borrower, AltaLink Management Ltd., BNS, as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada ("RBC"), as Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal ("BMO") and National Bank of Canada ("NBC"), as Co-Documentation Agents, and BNS, RBC, BMO, NBC, The Toronto-Dominion Bank and Alberta Treasury Branches, as Lenders, and the other Lenders which from time to time become a party thereto.

• (the "Assignee") wishes to acquire some of the rights of• (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.


1.	The Assignee acknowledges that it has received and reviewed a copy of the Credit Agreement and further acknowledges the provisions of the Credit Agreement.


2.	The Assignor hereby sells, assigns and transfers to the Assignee an undivided •% interest in the Credit Facility and the Credit Agreement so that the Assignor's commitment will now be Cdn.$• and the Assignee's commitment will be Cdn.$•.

The Assignee, by its execution and delivery of this Assignment Agreement, agrees from and after the date hereof to be bound by and to perform all of the terms, conditions and covenants of the Credit Agreement applicable to the Assignor, all as if such Assignee had been an original party thereto. The Assignee will not set off any amounts owing by the Borrower to such Assignee (other than pursuant to this Assignment Agreement) against any amounts the Assignee is obliged to advance under the Credit Agreement.


4.	Notices under the Credit Agreement shall be given to the Assignee at the following address and facsimile number:

[Insert Address]

Attention: •

Facsimile: •


5.	The provisions hereof shall be binding upon the Assignee and the Assignor and their respective successors and permitted assigns and shall enure to the benefit of the Borrower and its successors and assigns.


6.	This Assignment Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

- 2 -

LEGAL_1 :28825770.9

IN WITNESS WHEREOF the undersigned have caused this Assignment Agreement to be duly executed this ___day of _____, 201__.

[NAME OF ASSIGNOR ], as Assignor

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

I/We have the authority to bind the Partnership.

[NAME OF ASSIGNOR ], as Assignor

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

I/We have the authority to bind the Partnership.

LEGAL_1 :28825770.9

- 3 -

The Bank of Nova Scotia, as Administrative Agent consents to the above assignment.

THE BANK OF NOVA SCOTIA, as Administrative Agent

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

LEGAL_1 :28825770.9

ACKNOWLEDGEMENT

ACKNOWLEDGED AND AGREED to this___day of_____, 201_.

ALTALINK MANAGEMENT LTD., as

general partner of ALTALINK, L.P.

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

I/We have the authority to bind the Partnership.

LEGAL_1 :28825770.9

SCHEDULE 5

LENDERS



Lender	Amount of Commitment
The Bank of Nova Scotia	$	292,250,000.00
Royal Bank of Canada	$	292,250,000.00
The Bank of Montreal	$	240,750,000.00
The Toronto-Dominion Bank	$	189,000,000.00
National Bank of Canada	$	129,000,000.00
Alberta Treasury Branches	$	81,750,000.00

LEGAL_1 :28825770.9

EXHIBIT 10.28

EXECUTION VERSION

FIRST AMENDING AGREEMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 24, 2014

ALTALINK, L.P.

as Borrower

- and-

ALTALINK MANAGEMENT LTD.

as General Partner

- and-

THE BANK OF NOVA SCOTIA

as Administrative Agent of the Lenders, Co-Lead Arranger and Co-Bookrunner

- and -

ROYAL BANK OF CANADA

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

- and -

THE BANK OF MONTR E AL AND NATIONAL BANK OF CANADA

as Co-Documentation Agents

- and -

THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA, THE BANK OF MONTREAL, NATIONAL BANK OF CANADA, THE TORONTO-DOMINION BANK A ND ALBERT A TR E ASURY BRANCHES,

as L enders

LEGAL 1 31999803.4

AMENDING AGREEMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT , d a t e d a s of October 24, 2014 among AltaLink, L.P. , as Borrower, AltaLink Management Ltd., as General Partner, The B a nk of Nova Scotia as Administrative Agent of the Lenders (the "Agent") , Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada as Syndication Agent , Co - Lead Arranger and Co - Bookrunner, The Bank of Montreal and National Bank of Canada as Co - Documentation Agents and each of The Bank of Nova Scotia, Royal Bank of Canada, Th e B a nk of Montreal, National Bank of Canada, The Toronto-Dominion Bank and Alberta Treasury Branches , as Lenders.

RECITALS

WHEREAS AltaLink Management Ltd., in its capacity as general partn e r of AltaLink, L.P., as Borrower, the Agent and the other parties hereto are parties to a Third Amended and Restated Credit Agreement m a d e as of December 19, 2013 (the "Original Credit Agreement");

WHEREAS AltaLink Man a gement Ltd., in its capacity as general partn e r of AltaLink, L.P., as Borrower , issued a s er i e s 15 pledged bond (th e " Series 15 Bond") pursuant to the terms of a supplemental indenture dated as of June 29 , 2012, which supplement a l indenture was issued pursuant to the terms of the Trust Indenture;

WHEREAS AltaLink Management Ltd., in its capacity as general partner of AltaLink, L.P., as Borrower, is issuing a new series 18 pledged bond pursuant to a supplemental indenture dated as of the date hereof and is concurrently cancelling the Series 15 Bond;

AND WHEREAS the Bo r rower , the General Pa r tner , the Lenders and the Agent have agreed to amend certain pro v ision s of the Original Credit Agreement in the mann e r and on the terms and conditions pro v ided for h e rein .

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowled ge d , the parties hereto a g r e e as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

A ll capitalized term s no t othe r wise defined he r ein shall have the meanin gs ascribed there to in th e Or i ginal Credit A g r ee m e nt.

ARTICLE 2

AMENDMENTS

2.1

LEGAL 1 31999803.4

- 2 -

th e sa m e may be amend e d , s up p l e mented, restat e d o r otherwise m o difi e d from time to t im e . " ""Pledged Bond " m ea n s the Two Billi on Canadian D o ll a r s (Cdn. $2,000,000,000) Series 18 Bond of t h e B orrower issued a n d certified under the Trust Indenture. "; (b) The parties hereto confirm that the following definition shall be added in the appropriate alphabetical order in the Original Credit Agreement " Eighteenth Supplemental Indenture" means the Eighteenth Supplemental Indenture between the Borrower, the General Partner and the Trustee dated as of October 24, 2014 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."; and (c) The parti e s hereto confirm that the definition of "Trust Indenture" in the Original Credit Agreem e nt is hereby amended by adding the words " and October 24 , 2014" immediately following the words "May 22, 2013" in such definition.

2.2

Amendment to Section 7.1 - Security. The parties hereto confirm that Section 7.1 of the Origina l Credit Agreement shall be amended by adding the following sentence at the end of such Section: "The parties hereby confirm that all present and future indebtedness, liabilities and obligations of the Borrower to the Administrative Agent and the Lenders und e r this Agreement and the other Credit Documents shall constitute "Obligations " for the purposes of the Eighteenth Supplemental Indenture and shall be subject to the Pledged Bond . "


2.3	Amendment to Section 9.1 - Trust Indenture. The parties hereto confirm that Section 9.1 of the O r iginal Credit Agreement shall be amended by adding the word "hereby" following th e words "which are" in the fourth line of such Section.


2.4	Amendment to Section 9.2(a)(ii) - Information and Certificates . The parties hereto confirm that Section 9.2(a)(ii) of the Original Credit Agreement shall be deleted and replaced with th e following: "(ii) copies of any Supplemental Indenture which amends in any way the Tru s t Indenture."

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent

This Amending Agreem e n t shall become effectiv e if and when the Agent s hall have received this Amending Agreement duly executed and delivered by the Agent, the Lenders , the Borrower and t he General Partner.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties True and Correct;No Default or Event of Default

The Borrower and Ge n era l Partner each hereby r e presents and warrants t o the Agent and th e Le nders that after g ivin g ef fect to this Amending A g reement, (i) each o f th e representations and warranties of the Bor ro w e r and the General P a rtn e r , as the case may be , contained in the Ori g inal C redit Agreement and e ach of th e other Credit Documents is true and corr e ct on , and a s of th e date hereof a s if m a d e on s uch date (e x cept to the e x tent t hat such r e pr ese nta t ion or warrant y ex pressly relate s to a n earlie r date and e x c e pt for changes therein e x pre ss ly permitted or e xpressly contempl a t e d by the Original Credi t

LEGAL 1 31999803.4

- 3 -

A g reement) and (ii) no e v e nt has occurred and i s continuing which con s titutes or would constitut e a Default or an Event o f D e fault.

ARTICLES 5

MISCELLANEOUS

5.1 No Other Amendments, Waivers or Consents

Except as expressly set forth herein, the Original Credit Agreement and all Credit Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms. The execution, delivery and effectiveness of the waiver and amendments in this Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Original Credit Agreement.

5.2 Time

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

Agreement.

5.3 Governing Law

This Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

5.4 Successors and Assigns

This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Agent or any Lender. Nothing in this Amending Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Amending Agreement.

5.5 Counterparts

This Amending Agreement may be executed by the parties hereto in counterparts and may be executed and delivered by facsimile or other electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement.

[remainder of page intentionally left blank - signature pages follow]

LEGAL 1 31999803.4

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



ALTALINK MANAGEMENT LTD., in its capacity as General Partner of ALTALINK, L.P.
By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



ALTALINK MANAGEMENT LTD.
By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

Altal.ink -- first Amending Agreement to Third Amended and Restated Credit Agreement



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

By:	/s/ Clement Yu
	Name:	Clement Yu
	Title:	Associate Director



THE BANK OF NOVA SCOTIA, as Leader
By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director

By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate Director

Altal.ink -- first Amending Agreement to Third Amended and Restated Credit Agreement



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


ROYAL BANK OF CANADA, as Leader
By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

Altal.ink -- first Amending Agreement to Third Amended and Restated Credit Agreement



THE BANK OF MONTREAL , as Co- Documentation Agent
By:	/s/ Jennifer Guo
	Name:	Jennifer Guo
	Title:	Associate

By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President



THE BANK OF MONTREAL , as Lender
By:	/s/ Jennifer Guo
	Name:	Jennifer Guo
	Title:	Associate

By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President

Altal.ink -- first Amending Agreement to Third Amended and Restated Credit Agreement



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

By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory



NATIONAL BANK OF CANADA, as Lender
By:	/s/ Elin Ingolfsson
	Name:	Elin Ingolfsson
	Title:	Authorized Signatory

By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

Altal.ink -- first Amending Agreement to Third Amended and Restated Credit Agreement



THE TORONTO-DOMINION BANK, as Lender
By:	/s/ David Manii
	Name:	David Manii
	Title:	Vice President

By:	/s/ William J. O'Connor
	Name:	William J. O'Connor
	Title:	Director

Altal.ink -- first Amending Agreement to Third Amended and Restated Credit Agreement



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

By:	/s/ Craig Mathison
	Name:	Craig Mathison
	Title:	Associate Director

Altal.ink -- first Amending Agreement to Third Amended and Restated Credit Agreement

EXHIBIT 10.29

EXECUTION VERSION

SECOND AMENDING AGREEMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 24, 2014

ALTALINK, L.P.

as Borrower

- and -

ALTALINK MANAGEMENT LTD.

as General Partner

- and -

THE BANK OF NOVA SCOTIA

as Administrative Agent of the Lenders, Co-Lead Arranger and Co-Bookrunner

- and -

ROYAL BANK OF CANADA

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

- and -

THE BANK OF MONTREAL AND NATIONAL BANK OF CANADA

as Co-Documentation Agents

- and -

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

as Lenders

AMENDING AGREEMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 24 , 2014 among AltaLink , L.P. , as Borrower, AltaLink Management Ltd., as General Partner, The Bank of Nova Scotia a s Administrative Agent of the Lenders (the "Administrative Agent"), Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada as Syndication Agent , Co-Lead Arranger and Co-Bookrunner , The Bank of Montreal and National Bank o f Canada as Co-Documen t ation Agents and each of The Bank of Nova Scotia, Royal Bank of Canada, The Bank of Montreal , National Bank of Can a da, The Toronto-Dominion Ban k and Alberta Treasury Branches, as L e nders.

RECITALS

WHEREAS AltaLink Management Ltd. , in its capacity as general partner of AltaLink, L.P., as Borrower, the Administrative Agent and t he other parties hereto a r e parties to a Third Amended and Restated Credit Agreement made as of December 19 , 2013 as amended by a first amending agr e ement dated as of October 24, 2014 (th e " Original Credit Agreement" ; )

AND WHEREAS MidAmer i can (Alberta) Canada H oldings Co r poration is acquiring, directly or indirectly, all of the issued and outstanding capital in the Borrower and the General Partner (the " Berkshire Acquisition ");

AND WHEREAS the Borrower, the General Partner , the Administrative Agent and the Lenders hav e agreed to amend certain provisions o f the Origi n al Credit A g reement in th e manner and on the terms and conditions provided for herein.

NOW THEREFORE for good and valuable consid e ration, the rec e ipt and su ffi ciency of which is h e reby acknowledged, the parties hereto ag r ee as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

All capitalized t er ms not oth e rwise defin e d herein sh a ll have the m ea nings ascrib e d thereto in the Ori g inal Credit Ag r eement.

ARTICLE 2

AMENDMENT


2.1	Amendment to Section 8.l(r) - Investments . T he parti e s hereto confirm that Section 8.1(r) o f t he Origin a l Credit Agr ee ment shall b e amended by deleting th e last sentence of such Section and replacing it wi t h the following: "The sole beneficial holder of such outstand i n g s hares is BHE Alber ta Ltd. and BH E GP Holdin g s Ltd."

- 2 -

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent

This Amending Agreement shall become effective if and when:

(a) the Administrative Agent shall have received this Amending Agreement duly executed and delivered by the Administrative Agent , the Lende r s, the Borrower and the General Partner; and

(b) the Administrative Agent shall have received notice from the Borrower that the Be r kshire Acquisition shall have been consummated at a date occurring on o r before March 31, 2015.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties True and Correct; No Default or Event of Default

The Borrower and General Partner each hereby represents and w a rrants to the Administrative Ag e nt and the L e nders that after giving effect t o thi s Amendin g Agreement , (i) each of the representations and warranties of the Borrower and the Genera l Partner, as the case may be, conta i ned in the Original Cr e dit Agreement and each of the other Credit Documents is true and correct on, and as of the date hereof as if made on s uch date (except to the e x tent that such representation or warranty expressly relates to an earlier date and except for changes therein e x pressly permitted or expressly contemplated by th e Original Credit Agreement) and (ii) no eve n t has occurr e d and is continuing which constitutes or would constitute a Default or an Event of Default.

ARTICLE 5

NOTICE

5.1 Notice of Change of Ownership

Thi s Amendin g A g r eement constitutes notice to the A dminis t rativ e Agent of t he change in the ownership structure of the Borrower th a t will occur upon the consummation of the Berkshire Acquisition, as r e quired by paragraph 9.2(f)(vi) of the Original Credit Agreement.

ARTICLE 6

MISCELLANEOUS

6.1 No Other Amendments, Waivers or Consents

E x c e pt as e x pr ess ly set fo r th herein , th e Ori g inal Cre dit Agreem e nt and all Cre di t Docum e nts sh a ll be unmodi fi ed and s h a ll continue t o be in full for ce and effe ct in acc o rd a nce with their te rms . The e xe cution, d e livery and effe ctivenes s o f the waiv e r and am e ndments in this Am e nding A g r ee m e nt shall n o t be deem ed to be a w ai v e r of compli a nce in the future or a w a iver of a n y precedin g or succ ee din g bre a ch o f any c o ve n a nt or pro vis ion of th e Original C r e dit A g r ee ment.

- 3 -

6.2 Time

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

6.3 Governing Law

This Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

6.4 Successors and Assigns

This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Administrative Agent or any Lender. Nothing in this Amending Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder , any benefit or any legal or equitable right, remedy or claim under this Amending Agreement.

6.5 Counterparts

[remainder of page intentionally l e ft blank signature pages follow]

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



ALTALINK MANAGMENT LTD.,
in its capacity as General Partner of
ALTALINK, L.P.
By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO
By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer
ALTALINK MANAGMENT LTD.
By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO
By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

AltaLink - S ec ond Amending Agreement to T h i rd Amended and Restated C r ed it Agreement



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

AltaLink - S ec ond Amending Agreement to T h i rd Amended and Restated C r ed it Agreement



ROYAL BANK OF CANADA , as Syndication
Agent, Co-Lead Arranger, and Co-Bookrunner

By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

ROYAL BANK OF CANADA , as Lender
By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

AltaLink - Second Amending Agreement to Third Amended and Restated Credit Agreement



THE BANK OF MONTREAL, as Co-
Documentation Agent

By:	/s/ Jennifer Guo
	Name:	Jennifer Guo
	Title:	Associate
By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President

THE BANK OF MONTREAL
as Lender

By:	/s/ Jennifer Guo
	Name:	Jennifer Guo
	Title:	Associate
By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President

AltaLink - S ec ond Amending Agreement to T h i rd Amended and Restated C r ed it Agreement



NATIONAL BANK OF CANADA, as Co-
Documentation Agent

By:	/s/ Elin Ingolfsson
	Name:	Elin Ingolfsson
	Title:	Authorized Signatory
By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

NATIONAL BANK OF CANADA,
as Lender

By:	/s/ Elin Ingolfsson
	Name:	Elin Ingolfsson
	Title:	Authorized Signatory
By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

AltaLink - S ec ond Amending Agreement to T h i rd Amended and Restated C r ed it Agreement



THE TORONTO-DOMINION BANK, as
Lender

By:	/s/ David Manii
	Name:	David Manii
	Title:	Vice President
By:	/s/ William J. O'Connor
	Name:	William J. O'Connor
	Title:	Director

AltaLink - S ec ond Amending Agreement to T h i rd Amended and Restated C r ed it Agreement



ALBERTA TREASURY BRANCHES, as
Lender

By:	/s/ Tim Poole
	Name:	Tim Poole
	Title:	Senior Director
By:	/s/ Craig Mathison
	Name:	Craig Mathison
	Title:	Associate Director

AltaLink - S ec ond Amending Agreement to T h i rd Amended and Restated C r ed it Agreement

EXHIBIT 10.30

EXECUTION VERSION

THIRD AMENDING AGREEMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 18, 2014

ALTALINK, L.P.

as Borrower

- and -

ALTALINK MANAGEMENT LTD.

as General Partner

- and -

THE BANK OF NOVA SCOTIA

as Administrative Agent of the Lenders, Co-Lead Arranger and Co-Bookrunner

- and -

ROYAL BANK OF CANADA

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

- and -

THE BANK OF MONTREAL AND NATIONAL BANK OF CANADA

as Co-Documentation Agents

- and -

THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA, THE BANK OF

MONTREAL, NATIONAL BANK OF CANADA, THE TORONTO-DOMINION

BANK AND ALBERT A TREASURY BRANCHES,

as Lenders

LEGAL_1327982573

AMENDING AGREEMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 2014 among AltaLink, L.P., as Borrower, AltaLink Management Ltd., as General Partner, The Bank of Nova Scotia as Administrative Agent of the Lenders (the " Administrative Agent "), Co-Lead Arranger and Co-Bookrunner, Royal Bank of Canada as Syndication Agent, Co-Lead Arranger and Co-Bookrunner, The Bank of Montreal and National Bank of Canada as Co-Documentation Agents and each of The Bank of Nova Scotia, Royal Bank of Canada, The Bank of Montreal, National Bank of Canada, The Toronto• Dominion Bank and Alberta Treasury Branches, as Lenders.

RECITALS

WHEREAS AltaLink Management Ltd., in its capacity as general partner of AltaLink, L.P., as Borrower, the Administrative Agent and the other parties hereto are parties to a Third Amended and Restated Credit Agreement made as of December 19, 2013 as amended by a first amending agreement dated as of October 24, 2014 and as further amended by a second amending agreement dated as of October 24, 2014 (the " Original Credit Agreement ");

AND WHEREAS the Borrower, the General Partner, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Original Credit Agreement in the manner and on the terms and conditions provided for herein.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the

Original Credit Agreement.

ARTICLE 2

AMENDMENTS

2.1 Amendments to Original Credit Agreement

The Original Credit Agreement is hereby amended as follows:


(a)	The definition of "Applicable Margin" contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the pricing grid contained in such definition and replacing it with the following:



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

LEGAL_1327982573



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


(b)	The definition of "Fee Letter" contained in Section 1.1 of the Credit Agreement is amended by deleting the words "on or about the date hereof' and replacing them with the words "December 18, 2014";


(c)	The definition of "Maturity Date" contained in Section 1.1 of the Credit Agreement is amended by deleting the reference to "December 18, 2015" and replacing it with "December 16, 2016";


(d)	The definition of "Revolving Period" contained in Section 1.1 of the Credit Agreement is amended by deleting the reference to "December 18, 2014" and replacing it with "December 17, 2015";


(e)	Section 2.1 is amended by deleting "One Billion Two Hundred Twenty Five Million Canadian Dollars ($1,225,000,000)" and replacing it with "Nine Hundred Twenty Five Million Canadian Dollars ($925,000,000)";


(f)	Section 13.3 is amended by adding the following under the address for The Toronto-Dominion Bank: "Attention: Dave Manii; Facsimile: (416) 944-5630"; and


(g)	Schedule 5 is amended by deleting the table set out therein in its entirety and replacing it with the following:



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

LEGAL_1327982573

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent

This Amending Agreement shall become effective if and when:


(a)	the Administrative Agent shall have received this Amending Agreement duly executed and delivered by the Administrative Agent, the Lenders, the Borrower and the General Partner;


(b)	no Event of Default shall have occurred and be continuing; and


(c)	the Borrower shall have paid all fees and expenses in connection with this Amending Agreement including those set out in the Fee Letter.

The conditions set forth above are inserted for the sole benefit of the Lenders and may be waived by the Lenders in whole or in part, with or without terms or conditions.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties True and Correct; No Default or Event of Default

The Borrower and General Partner each hereby represents and warrants to the Administrative Agent and the Lenders that after giving effect to this Amending Agreement, (i) each of the representations and warranties of the Borrower and the General Partner, as the case may be, contained in the Original Credit Agreement and each of the other Credit Documents is true and correct on, and as of the date hereof as if made on such date (except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Original Credit Agreement) and (ii) no event has occurred and is continuing which constitutes or would constitute a Default or an Event of Default.

ARTICLE 5

MISCELLANEOUS

5.1 No Other Amendments, Waivers or Consents

5.2 Time

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

LEGAL_1327982573

5.3 Governing Law

This Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

5.4 Successors and Assigns

This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Administrative Agent or any Lender. Nothing in this Amending Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Amending Agreement.

5.5 Counterparts

[Remainder of page intentionally left blank - signature pages follow]

LEGAL_1327982573

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



ALTALINK MANAGEMENT LTD.,
in its capacity as General Partner of
ALTALINK, L.P.

By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

ALTALINK MANAGEMENT LTD.,

By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

AltaLink - Third Amending Agreement to Third Amended and Credit Agreement



THE BANK OF NOVA SCOTIA, as
Administrative Agent, Co-Lead Arranger and
Co-Bookrunner

By:	/s/ Robert Boomhour
	Name:	Robert Boomhour
	Title:	Director

By:	/s/ Clement Yu
	Name:	Clement Yu
	Title:	Associate Director

THE BANK OF NOVA SCOTIA, as Lender

By:
	Name:
	Title:

By:
	Name:
	Title:

AltaLink - Third Amending Agreement to Third Amended and Credit Agreement



THE BANK OF NOVA SCOTIA, as
Administrative Agent, Co-Lead Arranger and
Co-Bookrunner

By:
	Name:
	Title:

By:
	Name:
	Title:

THE BANK OF NOVA SCOTIA, as Lender

By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director

By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate Director

AltaLink - Third Amending Agreement to Third Amended and Credit Agreement



ROYAL BANK OF CANADA, as Syndication
Agent, Co-Lead Arranger, and Co-Bookrunner

By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

ROYAL BANK OF CANADA , as Lender
By:	/s/ Timothy P. Murray
	Name:	Timothy P. Murray
	Title:	Authorized Signatory

AltaLink - Third Amending Agreement to Third Amended and Credit Agreement



THE BANK OF MONTREAL, as Co-
Documentation Agent

By:	/s/ Jiayue Guo
	Name:	Jiayue Guo
	Title:	Associate

By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President

THE BANK OF MONTREAL, as Lender

By:	/s/ Jiayue Guo
	Name:	Jiayue Guo
	Title:	Associate

By:	/s/ Carol McDonald
	Name:	Carol McDonald
	Title:	Vice President

AltaLink - Third Amending Agreement to Third Amended and Credit Agreement



NATIONAL BANK OF CANADA, as Co-
Documentation Agent

By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

By:	/s/ Elin Ingolfsson
	Name:	Elin Ingolfsson
	Title:	Authorized Signatory

NATIONAL BANK OF CANADA, as Lender

By:	/s/ John Niedermier
	Name:	John Niedermier
	Title:	Authorized Signatory

By:	/s/ Elin Ingolfsson
	Name:	Elin Ingolfsson
	Title:	Authorized Signatory

AltaLink - Third Amending Agreement to Third Amended and Credit Agreement



THE TORONTO-DOMINION BANK, as
Lender

By:	/s/ Matthew Hendel
	Name:	Matthew Hendel
	Title:	Managing Director

By:	/s/ Stephen O'Neil
	Name:	Stephen O'Neil
	Title:	Vice President

AltaLink - Third Amending Agreement to Third Amended and Credit Agreement



ALBERTA TREASURY BRANCHES, as
Lender

By:	/s/ Tim Poole
	Name:	Tim Poole
	Title:	Senior Director

By:	/s/ Trevor Guinard
	Name:	Trevor Guinard
	Title:	Senior Associate Director

AltaLink - Third Amending Agreement to Third Amended and Credit Agreement

EXHIBIT 10.31

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALTALINK, L.P.,

as Borrower

- and-

ALTALINK MANAGEMENT LTD.,

as General Partner

- and-

THE BANK OF NOVA SCOTIA,

as Agent of the Lenders, and as Lender

- and -

ALL OTHER LENDERS WHICH BECOME

PARTIES HEREUNDER,

as Lenders

LEGAL_l:28867748.6

TABLE OF CONTENTS

(continued)



		Page

ARTICLE 1	INTERPRETATION	2
1.1	Definitions	2
1.2	References	11
1.3	Headings	11
1.4	Included Words	11
1.5	Accounting Terms	11
1.6	Time	11
1.7	Governing Law/ Attornment.	11
1.8	Currency	12
1.9	Certificates and Opinions	12
1.10	Schedules	12

ARTICLE 2	AMOUNT AND TERMS OF THE CREDIT FACILITIES	12
2.1	Credit Facilities	12
2.2	Cancellation	13
2.3	Particulars of Borrowings	13
2.4	Borrowing Notice	13
2.5	Books of Account	15
2.6	Further Provisions Account/Evidence of Borrowings	15
2.7	Bankers' Acceptances	16
2.8	Letters of Credit	20
2.9	LIBOR Loans	21
2.10	Safekeeping of Drafts	22
2.11	Certification to Third Parties	22

ARTICLE 3	INTEREST	23
3.1	Interest on Loans	23
3.2	LIB OR Interest Period Determination	24
3.3	Interest on Overdue Amounts	24
3.4	Other Interest	24
3.5	Interest Act (Canada)	24
3.6	Deemed Reinvestment Principle	24
3.7	Maximum Return	25

ARTICLE 4	FEES	25
4.1	Acceptance Fees	25
4.2	Letter of Credit	25
4.3	Standby Fee	25
4.4	Basis of Calculation of Fees	26
4.5	Extension Fee	26

ARTICLE 5	PAYMENT	26
5.1	Voluntary Repayment of Outstanding Accommodation	26
5.2	Repayment on Maturity Date and Extension	28

LEGAL_l:28867748.6

TABLE OF CONTENTS

(continued)



		Page

5.3	Excess Accommodation	28
5.4	Illegality	29

ARTICLE 6	PAYMENTS AND INDEMNITIES	29
6.1	Payments on Non-Business Days	29
6.2	Method and Place of Payment	29
6.3	Net Payments	29
6.4	Agent May Debit Account	29
6.5	Currency of Payment	30
6.6	Increased Costs	30
6.7	General Indemnity	31
6.8	Early Termination of LIBOR Interest Period	32
6.9	Outstanding Bankers' Acceptances and Letters of Credit	32
6.10	Replacement of Lender	32

ARTICLE 7	SECURITY	33
7.1	Security	33

ARTICLE 8	REPRESENTATIONS AND WARRANTIES	33
8.1	Representations and Warranties	33
8.2	Survival of Representations and Warranties	36

ARTICLE 9	COVENANTS	36
9.1	Trust Indenture	36
9.2	Covenants	36
9.3	Maintenance of Total Capitalization	38

ARTICLE 10	CONDITIONS PRECEDENT TO BORROWINGS	38
10.1	Conditions Precedent to the Initial Borrowing	38
10.2	Conditions Precedent to Subsequent Borrowings	39
10.3	Waiver	40

ARTICLE 11	EVENTS OF DEFAULT	40
11.1	Events of Default	40
11.2	Remedies	41
11.3	Remedies Cumulative	41
11.4	Appropriation of Moneys Received	41
11.5	Non-Merger	41
11.6	Waiver	41
11.7	Set-off	42

LEGAL_l:28867748.6

TABLE OF CONTENTS

(continued)



		Page

ARTICLE 12	THE AGENT AND THE LENDERS	42
12.1	Authorization of Agent and Relationship	42
12.2	Disclaimer of Agent	43
12.3	Failure of Lender to Fund	43
12.4	Payments by the Borrower	44
12.5	Payments by Agent	45
12.6	Direct Payments	46
12.7	Administration of the Credit Facilities	46
12.8	Rights of Agent	49
12.9	Acknowledgements, Representations and Covenants of Lenders	49
12.10	Collective Action of the Lenders	50
12.11	Successor Agent	51
12.12	Provisions Operative Between Lenders and Agent Only	51
12.13	Assignments and Participation- Approvals	51
12.14	Assignments	52
12.15	Participation	53

ARTICLE 13	MISCELLANEOUS	53
13.1	Expenses	53
13.2	Further Assurances	54
13.3	Notices	54
13.4	Survival	55
13.5	Benefit of Agreement	55
13.6	Severability	55
13.7	Entire Agreement	55
13.8	Credit Documents	55
13.9	Counterparts	55
13.10	Amendments/Approvals and Consents/Waivers	55
13.11	Acknowledgement	56



SCHEDULES
SCHEDULE 1	-	BORROWER'S CERTIFICATE OF COMPLIANCE
SCHEDULE 2(A)	-	BORROWING NOTICE
SCHEDULE 2(B)	-	NOTICE OF ROLL OVER
SCHEDULE 2(C)	-	CONVERSION OPTION NOTICE
SCHEDULE 3	-	NOTICE OF EXTENSION
SCHEDULE 4	-	ASSIGNMENT AGREEMENT
SCHEDULE 5	-	LENDERS

LEGAL_l:28867748.6

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of December 19, 2013

AMONG:

ALTALINK MANAGEMENT LTD., as general partner of

ALTALINK, L.P.,

as Borrower,

- and-

ALTALINK MANAGEMENT LTD.,

as General Partner,

- and-

THE BANK OF NOVA SCOTIA

as Agent of the Lenders, and as Lender

- and-

ALL OTHER LENDERS WHICH BECOME PARTIES

HEREUNDER,

as Lenders

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

AND WHEREAS the Borrower has requested, and the Lenders have agreed, to extend the Maturity Date and to make additional amendments to the Original Credit Agreement and to amend and restate the Original Credit Agreement, as herein contained;

LEGAL_l:28867748.6

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ARTICLE 1

INTERPRETATION


1.1	Definitions

"Accommodation" means the Loans, Letters of Credit and Bankers' Acceptances under this Credit Facility and shall refer to any one or more of such types where the context requires.

"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.

"Agent" means BNS, or any Successor Agent appointed under Section 12.11.

"Agent's Account" means the account at the Branch into which Lenders' Advances shall be deposited for payment to the Borrower.

"Agreement" means this second amended and restated credit agreement and the Schedules hereto, as may be further amended, supplemented or restated 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, license, 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.



Ratings	Category I	Category II	Category III	Category IV
Standard & Poor's Moody's, and DBRS	>A-/A3/A(low)	A-/A3/A(low)	BBB+/ Baal/BBB (high)	<BBB+/ Baal/BBB (high)
Applicable margin for Bankers' Acceptances, LIBOR Loans & LC/fees	80 bps	100 bps	120 bps	145 bps

LEGAL_l:28867748.6

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Ratings	Category I	Category II	Category III	Category IV
Standard & Poor's Moody's, and DBRS	>A-/A3/A(low)	A-/A3/A(low)	BBB+/ Baal/BBB (high)	<BBB+/ Baal/BBB (high)
Applicable Margin for Prime Rate Loans and US Base Rates Loans	0 bps	0 bps	20 bps	45 bps
Standby Fee	16 bps	20 bps	24 bps	29 bps
Term-out Fee	25 bps	25 bps	25 bps	25 bps

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:

(a)


(b)	if all three Rating Agencies publish ratings of the Borrower and/or the Outstanding Senior Bonds, as applicable, and two (2) of the Rating Agencies publish a similar rating category, such similar rating category shall govern; and


(c)	if all three Rating Agencies publish ratings of the Borrower and/or the Outstanding Senior Bonds, as applicable, which are different, the middle rating category of the three ratings shall govern.

Any increase or decrease in the applicable LIBOR Margin and applicable Bankers' Acceptance Fee resulting from a change in the rating assigned by one or more Rating Agency 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 LIBOR Advance or Bankers' Acceptance may have been made or issued prior to such date. In the case of outstanding Bankers' Acceptance, 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 Agent to the Borrower of the amount of the adjustment.

The Applicable Margins for each of the above-mentioned rating categories shall increase by 25 bps after the expiry of the Revolving Period until all of the Borrowings have been repaid in full.

LEGAL_l:28867748.6

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"Auditor" means the independent national firm of Canadian chartered accountants appointed from time to time as the auditor of the Borrower.

"BA Discount Proceeds" means, in respect of any Bankers' Acceptance, 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 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 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, expressed as a rate per annum,


(a)	with respect to any Bankers' Acceptance accepted on any date by a Lender which is a Schedule 1 Bank, such Lender's discount rate for bankers' acceptances accepted and purchased on such date by that Lender having a comparable face amount and identical maturity date to the face amount and maturity date of such Bankers' Acceptance; and

(b)

with respect to any Bankers' Acceptance accepted and purchased by a Lender which is a Schedule 2 Bank or not. a bank, the lesser of (i) the discount rate, rounded upward to the nearest two decimal places, for bankers' acceptances accepted by that Lender having a comparable face amount and identical maturity date to the face amount and maturity date of such Bankers' Acceptance, and (ii) the discount rate, calculated on the same basis at the same time, for bankers' acceptances accepted by the Agent, plus 0.075% per annum; calculated on the basis of a year of three hundred and sixty-five (365) days and determined in accordance with normal market practice at or about 10:00 a.m. on the applicable Borrowing Date.

"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 calculated and payable in the manner provided for in Section 4.1.

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

"Bond Delivery Agreement" means the bond delivery agreement dated as of the date hereof among the parties hereto as the same may be amended or supplemented from time to time.

LEGAL_l:28867748.6

- 5 -

"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 of operation 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, or the Secretary, 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 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 (and also includes the date on which any Loan by way of Overdraft is obtained by the Borrower).

"Borrowing Notice" has the meaning set out in Section 2.4.

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

"Branch of Account" means the Calgary Commercial Banking Centre of the BNS situated at 240-8th 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:


(a)	with respect to a Prime Rate Loan, Bankers' Acceptance or any other type of Accommodation denominated in Canadian Dollars, any day (excluding Saturday, Sunday and any day which shall be a legal holiday in Calgary, Alberta) on which the Agent is open at the Branch for the conduct of regular banking business;

(b)

with respect to a U.S. Base Rate Loan or any other type of Accommodation denominated in U.S. Dollars (except as provided in paragraph (c) of this definition), any day (excluding Saturday, Sunday and any day which shall be in New York, New York or Calgary, Alberta a legal holiday) on which the Agent is open at the Branch for the conduct of regular banking business and banking institutions generally are open for the conduct of regular banking business in New York, New York;


(c)	with respect to a LIBOR Loan, any day which is a day for dealings by and between banks in U.S. Dollar deposits in the London interbank eurocurrency market (excluding Saturday, Sunday and any day which shall be in London, England, New York, New York or Calgary, Alberta a legal holiday) on which the Agent is open at

LEGAL_l:28867748.6

- 6 -

the Branch for the conduct of regular banking business and banking institutions generally are open for the conduct of regular banking business in London, England, Calgary, Alberta and New York, New York; and


(d)	in all other cases, any day (excluding Saturday, Sunday and any day which shall be in Calgary, Alberta a legal holiday) on which the 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:


(a)	in relation to a Loan denominated in Canadian Dollars, the principal amount thereof;


(b)	in relation to a Bankers' Acceptance, the face amount thereof;


(c)	in relation to a Loan denominated in U.S. Dollars, the Equivalent Amount expressed in Canadian Dollars of the principal amount thereof; and


(d)	in relation to a Letter of Credit the amount of the maximum aggregate liability (contingent or actual) of the Letter of Credit Lender pursuant to such Letter of Credit expressed in Canadian Dollars.

"Claim" shall have the meaning set out in Section 6.7.

"Committed Amount" means the aggregate maximum authorized amount of Accommodation under the Credit Facilities from time to time.

"Contractual Obligation" of the Borrower means any provision of any security issued by the Borrower or of any agreement, instrument or undertaking to which the Borrower is a party or by which it or any of its property is bound.

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

"Credit Documents" means the Pledged Bond, the Trust Indenture, letter of credit documents, forms of Drafts, or agreements relating to Bankers' Acceptances required by any Lender and, when executed and delivered by the Borrower.

"Credit Facilities" means the credit facilities 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).

LEGAL_l:28867748.6

- 7 -

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

"Effective Date" means December 19, 2013 or such later date as may be agreed upon by the Borrower and Agent.

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


(a)	impairment or adverse alteration of the quality of the Natural Environment for any use that can be made of it by humans, or by any animal, fish or plant that is useful to humans;


(b)	injury or damage to property or to plant or animal life;


(c)	harm or material discomfort to any Person;


(d)	an adverse effect on the health of any Person;


(e)	impairment of the safety of any Person;


(f)	rendering any property or plant or animal life unfit for human use;


(g)	loss of enjoyment of normal use of property; and


(h)	interference with the normal conduct of business.

LEGAL_l:28867748.6

- 8 -

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.

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

"LC Fee" shall have the meaning specified in Section 4.2.

"Lenders" means BNS and all other financial institutions from time to time that have become a Lender in accordance with this Agreement and the Letter of Credit Lender and "Lender" means any one of them.

"Letter of Credit" means a letter of credit issued as provided in Section 2.8 by the Letter of Credit Lender in favour of any Person with respect to the liability of the Borrower to pay a fixed maximum amount of Canadian Dollars, provided that no Letter of Credit shall have a term of more than one year or a term ending after the applicable Maturity Date.

"Letter of Credit Lender" means BNS and/or such other Lenders which agree to provide the Borrower with Letters of Credit pursuant to this Agreement.

LEGAL_l:28867748.6

- 9 -

"LIBOR Rate" means, with respect to each LIBOR Interest Period for each LIBOR Loan, the rate of interest which appears on the LIBOR page of the Reuters Screen as of 11:00 a.m. (London, England time) on the second Business Day prior to the commencement of such LIBOR Interest Period or, if such Reuters Screen rate is not available on such day, there shall be substituted for such rate the annual interest rate for deposits of U.S. Dollars for a period most nearly comparable to such LIBOR Interest Period which appears on page 3750 of the Dow Jones Telerate Screen as of 11:00 a.m. (London, England time) on the second Business Day prior to the commencement of such LIBOR Interest Period for loans of a corresponding amount for a corresponding LIBOR Interest Period or, if neither such screen rate is available on such day, there shall be substituted for such rate the annual interest rate, rounded upward to the nearest I/16th of 1 %, at which deposits in U.S. Dollars in amounts comparable to the amount of such LIBOR Loan, for value on the first day of such LIBOR Interest Period and for a term equal to the requested LIBOR Interest Period, are offered to the Agent in accordance with its normal practice in the London interbank market at or about 11:00 a.m. (London, England time) on the second Business Day prior to the commencement of such LIBOR Interest Period, as determined by the Agent.

"Loan" means the amount of Canadian Dollars or U.S. Dollars advanced by a Lender or Lenders to the Borrower on any Borrowing Date pursuant to a Borrowing Notice or by way of Overdraft or as otherwise provided herein and includes a Prime Rate Loan, a LIBOR Loan and a U.S. Base Rate Loan.

"Majority Lenders" means, at any time, Lenders having, in the aggregate, Proportionate Shares of a minimum of 66. 7% of the Committed Amount.

"Material Adverse Effect" means an effect which materially adversely affects the ability of the Borrower to perform its obligations under this Agreement or, the Credit Documents, or which materially adversely affects the validity or priority of any Security Interest held by the Agent, or which results in an Event of Default and includes an Environmental Adverse Effect which constitutes or results in any of the foregoing effects.

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

"Overdraft" means the amount of Canadian Dollars or U.S. Dollars advanced by the Overdraft Lender to the Borrower by way of Prime Rate Loans and U.S. Base Rate Loans.

LEGAL_l:28867748.6

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"Overdraft Lender" means BNS and/or such other Lenders which agree to provide the Borrower with Overdrafts pursuant to this Agreement.

"Pledged Bond" means the Two Hundred and Fifty Million Canadian Dollars (Cdn.$250,000,000) Series 5 Bond of the Borrower issued and certified under the Trust Indenture.

"Prime Rate" means the rate per annum publicly declared by the 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 Agent from time to time as other Persons become Lenders.

"Revolving Period" means the three hundred and sixty-four (364) day period commencing on the Effective Date as may be extended pursuant to Subsection 5.2(b). For greater certainty, the Revolving Period shall expire on December 18, 2014.

"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).

"Undisbursed Credit" means, at any time, the excess, if any, of the limit of the Credit Facilities then in effect over the Canadian Dollar Amount of all Accommodation then outstanding under the Credit Facilities.

"U.S. Base Rate" means the rate per annum publicly declared by the Agent from time to time as its prime reference rate of interest for U.S. Dollar commercial loans made in Canada.

"U.S. Base Rate Loan" means any Loan in U.S. Dollars with respect to which interest is calculated under this Agreement for the time being on the basis of the U.S. Base Rate.

"U.S. Dollars" or "U.S.$" means lawful money of the United States of America.

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1.2	References

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.


1.3	Headings

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.


1.4	Included Words

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".


1.5	Accounting Terms

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 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 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.


1.6	Time

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


1.7	Governing Law/Attornment

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

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1.8	Currency

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.


1.9	Certificates and Opinions

(a)

(b)


1.10	Schedules

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



Schedule 1	-	Borrower's Certificate of Compliance
Schedule 2(A)	-	Borrowing Notice
Schedule 2(B)	-	Notice of Roll Over
Schedule 2(C)	-	Conversion Option Notice
Schedule 3	-	Notice of Extension
Schedule 4	-	Assignment Agreement
Schedule 5	-	Lenders

ARTICLE 2

AMOUNT AND TERMS OF THE CREDIT FACILITIES


2.1	Credit Facilities

(a)

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 general corporate purposes and capital expenditures in connection with the Borrowers' capital expenditure program, by way of Prime Rate Loans, U.S. Base Rate Loans, Bankers' Acceptances and LIBOR Loans, and also included within this Credit Facility shall be a credit to the maximum aggregate Canadian Dollar Amount of Seventy Five Million Canadian Dollars (Cdn.$75,000,000) to be provided by:

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(i)	the Letter of Credit Lender only by way of Letters of Credit on such terms as are agreed upon between the Borrower and the Letter of Credit Lender, and/or


(ii)	the Overdraft Lender only by way of Overdrafts;

the aggregate Canadian Dollar Amount of all of the above outstanding at any time under this Credit Facility shall not exceed Seventy-Five Million Canadian Dollars (Cdn.$75,000,000).


2.2	Cancellation

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 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 canceled 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 relevant Credit Facility or Facilities shall be permanently reduced by the amount of Canadian Dollars stated in the notice of cancellation.


2.3	Particulars of Borrowings


(a)	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 Credit Documents, as against the parties hereto, the provisions of this Agreement shall prevail.


(b)	No Borrowing shall be obtained at any time after the expiry of the Revolving Period or for a period which would extend beyond the Maturity Date.


(c)	Subject to the provisions of Section 2.2 and Article 5, any Accommodation which is repaid may be subsequently re-drawn.


2.4	Borrowing Notice

Whenever the Borrower desires to obtain a Borrowing (other than by way of Overdraft), it shall give to the:


(a)	Agent, in the case of Borrowings under this Credit Facility (other than the Letters of Credit), and


(b)	Letter of Credit Lender, with a copy to the Agent, in the case of Borrowings by way of Letters of Credit,

prior written notice in the form attached as Schedule 2(A), (B) or (C) as applicable (a "Borrowing Notice"), specifying, as applicable:

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(c)	the amount, currency and type or types of Accommodation desired including, in the case of a Letter of Credit, the Letter of Credit Lender's specific required form thereof and the particulars of the related indebtedness;


(d)	the Borrower's Account at the Branch to which payment of the Borrowing is to be made, if applicable;


(e)	the Person to whom any Bankers' Acceptance or Letter of Credit is to be delivered, if applicable;


(f)	the requested Borrowing Date;


(g)	if such Borrowing includes a Bankers' Acceptance, the term thereof,


(h)	if applicable, the Accommodation to be renewed or converted and, where such Accommodation includes any Loan, the currency thereof and the interest rate applicable thereto;


(i)	if such Borrowing includes a Loan, whether it is to be a Prime Rate Loan, U.S. Base Rate Loan or a LIBOR Loan; and


(j)	if such Borrowing includes a LIBOR Loan, the LIBOR Interest Period to be applicable to such Loan;

provided that the application for a Letter of Credit delivered to the Letter of Credit Lender as part of the Credit Documents with respect to such Letter of Credit, to the extent that it includes all of the information required by this Section to be provided to the Letter of Credit Lender with respect thereto, may constitute the Borrowing Notice with respect to such Letter of Credit.

The Borrowing Notice shall be given to the relevant party entitled to receive same not later than 10:00 a.m.:

(a)

on the Business Day preceding the applicable Borrowing Date if the Accommodation is by way of Prime Rate Loans or U.S. Base Rate Loans and is a new issue or if any such Accommodation to be drawn, converted or rolled over has a Canadian Dollar Amount in the aggregate equal to or greater than One Million Canadian Dollars (Cdn.$1,000,000) and multiples of One Million Canadian Dollars (Cdn.$1,000,000) in excess thereof;


(b)	on the Business Day preceding the applicable Borrowing Date if the Accommodation is by way of Bankers' Acceptances and is a new issue or if any such Accommodation to be drawn, converted or rolled over has a Canadian Dollar Amount in the aggregate equal to or greater than Two Hundred and Fifty Thousand Canadian Dollars (Cdn.$250,000); and


(c)	on the third Business Day preceding the applicable Borrowing Date if any new Accommodation or any Accommodation to be renewed or converted is a LIBOR Loan.

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If any Accommodation to be drawn, renewed or converted is a Letter of Credit, the Letter of Credit Lender shall be given such sufficient prior notice as such party may reasonably require in the circumstances.

In all other cases, the Borrowing Notice shall be given to the party entitled thereto on the applicable Borrowing Date.

Any Borrowing Notice received by the Agent or the Letter of Credit Lender, as applicable, on any Business Day after 10:00 a.m. shall be deemed to have been given to such party on the next succeeding Business Day.


2.5	Books of Account

The Agent is hereby authorized to open and maintain books of account and other books and records evidencing all Bankers' Acceptances 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, letters of credit 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 Agent that all such books and records kept by the 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 Agent's records, the Agent's records shall govern, absent manifest error.


2.6	Further Provisions Account/Evidence of Borrowings


(a)	Overdraft. The Borrower shall be entitled to obtain Accommodations from the Overdraft Lender in amounts in Canadian Dollars or U.S. Dollars by way of Overdraft. The aggregate amount of all amounts debited from the Borrower's Account at the Branch on each day, net of all deposits or credits to such account during such day, shall:


(i)	in the case of a Loan by way of Overdraft in Canadian Dollars, bear interest at the Prime Rate; and


(ii)	in the case of a Loan by way of Overdraft in U.S. Dollars, bear interest at the U.S. Base Rate.


(b)	Intentionally Deleted


(c)	Co-ordination of Prime Rate and U.S. Base Rate Loans. Each Lender shall advance its Proportionate Share of each Prime Rate and U.S. Base Rate Loan in accordance with the following provisions:


(i)	the Agent shall advise each Lender of its receipt of a notice from the Borrower pursuant to Section 2.4, on the day such notice is received and

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shall, as soon as possible, advise each Lender of such Lender's Proportionate Share of any Prime Rate or U.S. Base Rate Loan requested by the notice;


(ii)	each Lender shall deliver its Proportionate Share of such Loan to the Agent's Account at the Branch not later than 11 :00 a.m. on the Borrowing Date;

(iii)

when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met or waived, it shall advance to the Borrower the amount delivered by each Lender by crediting the relevant Borrower's Account(s) before 12:00 p.m. on the Borrowing Date, but if the conditions precedent to the Borrowing are not met or waived by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Loan is advanced; and

(iv)

if the Agent determines that a Lender's Proportionate Share of a Prime Rate or U.S. Base Rate Loan would not be a whole multiple of One Hundred Thousand Canadian Dollars (Cdn.$100,000) or One Hundred Thousand U.S. Dollars (U.S.$100,000), the amount to be advanced by that Lender may be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand Canadian Dollars (Cdn.$100,000) or One Hundred Thousand U.S. Dollars (U.S.$100,000).


2.7	Bankers' Acceptances

(a)

Power of Attorney for the Execution of Bankers' Acceptances. To facilitate acceptance of the Borrowings by way of Bankers' Acceptances, the Borrower hereby appoints each Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of Drafts. In this respect, it is each Lender's responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. The Borrower recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Lender shall bind the Borrower fully and effectively as if signed in the handwriting of and duly issued by the proper signing officers of the Borrower. Each Lender is hereby authorized to issue such Drafts endorsed in blank in such face amounts as may be determined by such Lenders; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers' Acceptances required to be accepted and purchased by such Lender. No Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument, except the gross negligence or willful misconduct of the Lender or its officers, employees, agents or representatives. Each Lender shall maintain a record with respect to Bankers' Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and canceled at the respective maturities. Each Lender agrees to provide such records to the Borrower at the Borrower's expense upon request.

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(b)	Sale of Bankers' Acceptances. It shall be the responsibility of each Lender unless otherwise requested by the Borrower, to purchase its Bankers' Acceptances at a discount rate equal to the BA Discount Rate.

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 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.

Notwithstanding the foregoing, if in the determination of the Majority Lenders acting reasonably a market for Bankers' Acceptances does not exist at any time, or the Lenders collectively cannot for other reasons readily sell Bankers' Acceptances or perform their other obligations under this Agreement with respect to Bankers' Acceptances, then upon at least two (2) Business Days' written notice by the Agent to the Borrower, the Borrower's right to request Accommodation by way of Bankers' Acceptances shall be and remain suspended until the Agent notifies the Borrower that any condition causing such determination no longer exists.


(c)	Coordination of BA Borrowings. Each Lender shall advance its Proportionate Share of each Borrowing by way of Bankers' Acceptances in accordance with the following:

(i)

the Agent, promptly following receipt of a notice from the Borrower pursuant to Section 2.4 requesting a Borrowing by way of Bankers' Acceptances, shall advise each Lender of the aggregate face amount and term(s) of the Bankers' Acceptances to be accepted by it, which term(s) shall be identical for all Lenders. The aggregate face amount of Bankers' Acceptances to be accepted by a Lender shall be determined by the Agent by reference to the respective Commitments of the Lenders, except that, if the face amount of a Bankers' Acceptance would not be One Hundred Thousand Canadian Dollars (Cdn.$100,000) or a whole multiple thereof, the face amount shall be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand Canadian Dollars (Cdn.$100,000);


(ii)	unless requested by the Borrower not to purchase the subject Bankers' Acceptances, each Lender shall transfer to the Agent at the Branch for value on each Borrowing Date immediately available Canadian Dollars in

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an aggregate amount equal to the BA Discount Proceeds of all Bankers' Acceptances accepted and sold or purchased by the Lender on such Borrowing Date, net of the applicable Bankers' Acceptance Fees in respect of such Bankers' Acceptances. Each Lender shall also advise the Agent (which shall promptly give the relevant particulars to the Borrower) as soon as possible of the discount rate at which it has sold or purchased its Bankers' Acceptances;


(iii)	if the Borrower requests the Lenders not to purchase the subject Bankers' Acceptances, each Lender will forward the subject Bankers' Acceptances to the Agent for delivery against payment of the applicable Bankers' Acceptance Fees; and

(iv)

if the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met or waived, it shall advance to the Borrower the amount delivered by each Lender by crediting the Borrower's Account prior to 12:00 p.m. on the Borrowing Date, or, if applicable shall deliver the Bankers' Acceptances as directed by the Borrower, but if the conditions precedent to the Borrowing are not met or waived by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made.

(d)

Payment. The Borrower shall provide for the payment to the Agent for the account of the Lenders of the face amount of each Bankers' Acceptance at its maturity, either by payment of the amount thereof or through utilization of the Credit Facilities in accordance with this Agreement (by rolling over the Bankers' Acceptance or converting it into other Accommodation or a combination thereof). The Borrower will continue to be required to provide as aforesaid for each Bankers' Acceptance at maturity notwithstanding the fact that a Lender may be the holder of the Bankers' Acceptance which has been accepted by such Lender.


(e)	Collateralization.


(i)	If any Bankers' Acceptance is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the account of the Lenders at the Branch in Canadian Dollars an amount equal to the face amount of such Bankers' Acceptance.

(ii)

All funds received by the Agent pursuant to Subsection 2. 7(e) shall be held by the Agent for set-off on the maturity date of the Bankers' Acceptance against the liability of the Borrower to the Lender in respect of such Bankers' Acceptance and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the Maturity Date of the applicable Bankers' Acceptance and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lender under this Agreement and the Credit Documents

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and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required bylaw.

(f)

Notice of Rollover or Conversion. The Borrower shall give the Agent notice in the form attached as Schedule 2(C) not later than 12:00 p.m. (Toronto time) on the Business Day prior to the maturity date of Bankers' Acceptances having an aggregate principal amount equal · to or exceeding Two Hundred and Fifty Thousand Canadian Dollars (Cdn.$250,000), specifying the Accommodation into which the Bankers' Acceptances will be renewed or converted on maturity.


(g)	Obligations Absolute. The obligations of the Borrower with respect to Bankers' Acceptances under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:


(i)	any lack of validity or enforceability of any Draft accepted by a Lender as a Bankers' Acceptance; or


(ii)	the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the holder of a Bankers' Acceptance, a Lender or any other person or entity, whether in connection with this Agreement or otherwise.


(h)	Shortfall on Drawdowns, Rollovers and Conversions. The Borrower agrees that:


(i)	the difference between the amount of a Borrowing requested by the Borrower by way of Bankers' Acceptances and the actual proceeds of the Bankers' Acceptances;


(ii)	the difference between the actual proceeds of a Bankers' Acceptance and the amount required to pay a maturing Bankers' Acceptance if a Bankers' Acceptance is being rolled over; and


(iii)	the difference between the actual proceeds of a Bankers' Acceptance and the amount required to repay any Borrowing which is being converted to a Bankers' Acceptance;

shall be funded and paid by the Borrower from its own resources, by 12:00 p.m. (Toronto 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 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.

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(i)	Depository Bills and Notes Act. At the option of any Lender, Bankers' Acceptances under this Agreement to be accepted by that Lender may be issued in the form of Depository Bills for a deposit with the Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All Depository Bills so issued shall be governed by the provisions of this Section 2. 7.


2.8	Letters of Credit

(a)

As provided under Section 2.4, a Borrowing Notice for a Borrowing by way of Letter of Credit shall be in the form required by the Letter of Credit Lender. If the Borrower is otherwise entitled to make a Borrowing under the Letter of Credit, the Letter of Credit Lender shall issue the Letter of Credit to the Borrower on the Borrowing Date, or as soon thereafter as the Letter of Credit Lender is satisfied with the form of Letter of Credit to be issued.

(b)

The Letter of Credit Lender will notify the Borrower and the Agent of any payment made by the Letter of Credit Lender under any Letter of Credit. The Borrower will immediately following receipt of any such notice provide to the Agent for the account of the Letter of Credit Lender funds in an amount equal to the amount of such payment made by the Letter of Credit Lender, either by payment of such amount or through utilization of the Credit Facilities, in accordance with this Agreement. If the Borrower does not provide such funds as provided for above, the Letter of Credit Lender may (but shall not be obliged to and without prejudice to the Letter of Credit Lender's rights in respect of such failure of the Borrower) make a Prime Rate Loan to the Borrower whether or not a Default or Event of Default has occurred in an amount equal to the amount of such payment made by the Lender, and apply such Loan to reimburse the Lender for payments made pursuant to such Letter of Credit. Such Loan shall be subject to the terms and provisions of this Agreement including payment of interest at the rates specified in Subsection 3.l(a) or (b) as applicable.


(c)	If any Letter of Credit is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the account of the Letter of Credit Lender at the Branch in Canadian Dollars, an amount equal to the amount of all Accommodation obtained by the Borrower by way of such Letter of Credit or provide security therefor satisfactory to the Lender.

(d)

All funds received by the Agent pursuant to Subsection 2.8(c) shall be held by the Agent for set-off on the date of payment by the Letter of Credit Lender under the Letter of Credit against the liability of the Borrower to the Letter of Credit Lender in respect of such Letter of Credit and, until then, shall be invested from time to time in such form of investment designated by the Borrower and approved by the Agent for such term as the Agent may determine and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Letter of Credit Lender under this Agreement and the Credit Documents, and following

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repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law.


2.9	LIBOR Loans

(a)

LIBOR Loans shall only be made available to the Borrower to the extent the Agent determines (which determination shall be made in good faith and shall be conclusive and binding) that U.S. Dollars are available to the Lenders on the London interbank eurocurrency market. The Agent will use all reasonable efforts to coordinate the obtaining of U.S. Dollars on the London interbank eurocurrency market and to quote LIBOR Rates on request of the Borrower from time to time. If at any time prior to the proposed commencement of a LIBOR Interest Period the Agent shall determine (which determination shall be made in good faith and shall be conclusive and binding) that by reason of circumstances affecting the London interbank eurocurrency market or the position of the Majority Lenders therein (i) adequate and reasonable means do not exist for ascertaining the LIBOR Rate to be applicable during such LIBOR Interest Period, or (ii) U.S. Dollars for such LIBOR Interest Period are not readily available to the Lenders, as the case may be, in the London interbank eurocurrency market, then the Agent shall give notice thereof to the Borrower prior to 10:30 a.m. on the day which is two (2) Business Days in advance of the proposed commencement of such LIBOR Interest Period, and such Loan, if not then outstanding as a LIBOR Loan, shall not be made and, if then outstanding as a LIBOR Loan, the Borrower shall then give a Notice of Borrowing in accordance with Section 2.4 converting the LIBOR Loan on the expiration of the then applicable LIBOR Interest Period to another Accommodation.


(b)	The Borrower shall give the Agent notice in writing not later than 10:00 a.m. on the third Business Day prior to the expiry of the LIBOR Interest Period in respect of a LIBOR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such expiry.

(c)

If no notice is given by the Borrower as provided in paragraph (a) or (b) above, the LIBOR Loan will be automatically converted on the expiration of the then applicable LIBOR Interest Period to a U.S. Base Rate Loan, without prejudice to the Lenders' rights in respect of the failure to give the notice and whether or not a Default or Event of Default has occurred, in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section.


(d)	If any LIBOR Loan is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the account of the Lenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan.

(e)

All funds received by the Agent pursuant to, paragraph (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by

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the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Credit Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law.


(f)	Each Lender shall advance its Proportionate Share of each LIBOR Loan in accordance with the following provisions:


(i)	the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.4 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Proportionate Share of any Borrowing by way of LIBOR Loan requested by the notice;


(ii)	each Lender shall deliver its share of the Borrowing to the Agent's Account at the Branch not later than 11 :00 a.m. on the Borrowing Date;

(iii)

when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by crediting the Borrower's Account, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the LIBOR Loan is advanced; and


(iv)	if the Agent determines that the amount of a Lender's Proportionate Share of the LIBOR Loan would not be a whole multiple of One Hundred Thousand U.S. Dollars (U.S.$100,000), the amount to be advanced by that Lender may be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand U.S. Dollars (U.S.$100,000).


2.10	Safekeeping of Drafts


2.11	Certification to Third Parties

The 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 Accommodation outstanding from time to time under this Agreement, and giving such other particulars in respect of the Indebtedness as the Borrower may reasonably request.

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ARTICLE 3

INTEREST


3.1	Interest on Loans

(a)

Prime Rate Loan. 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, which shall, in each case, change automatically without notice to the Borrower as and when the Prime Rate shall change so that at all times the rates set forth above shall be the Prime Rate then in effect. Interest on each Prime Rate Loan shall be computed on the basis of the actual number of days elapsed divided by three hundred and sixty-five (365) or three hundred and sixty-six (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.

(b)

U.S. Base Rate Loan. Each U.S. Base 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 U.S. Base Rate, which shall, in each case, change automatically without notice to the Borrower as and when the U.S. Base Rate shall change so that at all times the rates set forth above shall be the U.S. Base Rate then in effect. Interest on each U.S. Base Rate Loan shall be computed on the basis ofthe actual number of days elapsed divided by three hundred and sixty-five (365) or three hundred and sixty-six (366), as applicable. Interest in respect of outstanding U.S. Base 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.

(c)

LIBOR Loans. Each LIBOR 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 LIBOR Loan to, but not including, the date of repayment thereof on the unpaid principal amount thereof at a nominal rate per annum equal to the LIBOR Rate determined by the Agent for each LIBOR Interest Period applicable to such LIBOR Loan plus the Applicable Margin in effect on the first day of such LIBOR Interest Period. Interest on each LIBOR Loan shall be computed on the basis of the actual number of days elapsed divided by three hundred and sixty (360). Interest in respect of each LIB OR Loan shall be payable on the last day of each LIBOR Interest Period applicable thereto and also, with respect to each LIBOR Interest Period which is longer than ninety (90) days, the last day of such LIBOR Interest Period and each date within such LIBOR Interest Period which is the first Business Day following the expiration of each ninety (90) day interval after the first day of such LIBOR Interest Period; provided, however, that interest on overdue interest shall be payable on demand.

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3.2	LIBOR Interest Period Determination


3.3	Interest on Overdue Amounts

The Borrower will on demand pay interest to the 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 applicable interest rate per annum from time to time set out in Category IV for the Applicable Margin for Prime Rate Loans provided in the definition of "Applicable Margin", in the case of amounts payable in Canadian Dollars, or, the applicable interest rate per annum from time to time set out in Category IV for the Applicable Margin for US Base Rate Loans provided in the definition of "Applicable Margin" in the case of amounts payable in U.S. Dollars, in each case 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.


3.4	Other Interest


3.5	Interest Act (Canada)

For the purpose of the Interest Act (Canada), the yearly rate of interest to which interest calculated on the basis of a year of three hundred and sixty (360) or three hundred and sixty-five (365) days is equivalent is the rate of interest as so determined multiplied by the actual number of days in such year divided by three hundred and sixty (360) or three hundred and sixty-five (365), respectively.


3.6	Deemed Reinvestment Principle

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3.7	Maximum Return

ARTICLE 4

FEES


4.1	Acceptance Fees

Upon the acceptance of any Draft pursuant to this Agreement, the Borrower will pay to the 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 and shall be calculated on the basis of the number of days in the term of such Bankers' Acceptance.


4.2	Letter of Credit


(a)	The Borrower shall pay in advance, on a quarterly basis, to the Agent for the account of the Letter of Credit Lender the following:

(i)

a fee ("LC Fee") payable upon the issuance, extension or renewal of each Letter of Credit calculated by multiplying the Applicable Margin by the amount of such Letter of Credit; provided however that the minimum LC Fee for each Letter of Credit shall be an aggregate total of at least Two Hundred Canadian Dollars (Cdn.$200.00) per annum (based on quarterly payments equal to Fifty Canadian Dollars (Cdn.$50.00) per quarter); and


(ii)	any and all standard administration fees charged from time to time by the Lender, including any reasonable out-of-pocket expenses incurred by the Lender.


(b)	The initial quarterly payment of the minimum LC Fee with respect to each Letter of Credit shall be payable the date upon which such Letter of Credit is issued, extended or renewed, as the case may be.


(c)	Notwithstanding the foregoing, the minimum LC Fee shall not be payable by the Borrower in connection with the issuance, extension or renewal of a Letter of Credit prior to May 1, 2013.


4.3	Standby Fee

The Borrower shall pay to the Agent a standby fee in Canadian Dollars so long as the 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

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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.


4.4	Basis of Calculation of Fees


4.5	Extension Fee

In consideration of the Lenders amending the terms of this Agreement as set out herein, the Borrower shall pay to the Agent on the acceptance, execution and delivery of this Agreement an up-front fee of 4 bps on Cdn.$75,000,000, which for clarity is Cdn.$30,000.

ARTICLE 5

PAYMENT


5.1	Voluntary Repayment of Outstanding Accommodation


(a)	Repayments. The Borrower shall have the right to voluntarily repay, which for the purpose of (i), (ii) and (iii) below includes renewals and conversions of, outstanding Accommodations from time to time on any Business Day without premium on the terms and conditions set forth in this Section and thereby permanently reducing the Credit Facilities:

(i)

With respect to any voluntary repayment of Accommodation (other than Overdrafts), unless the Agent with the consent of the Lenders otherwise approves, the Canadian Dollar Amount of Accommodation included in such repayment shall be Ten Million Canadian Dollars (Cdn.$10,000,000) or whole multiples of One Million Canadian Dollars (Cdn.$1,000,000) or the entire amount of that type of Accommodation outstanding, the U.S. Dollar amount of Accommodation included in such repayment shall be Ten Million U.S. Dollars (U.S.$10,000,000) or whole multiples of One Million U.S. Dollars (U.S.$1,000,000) or the entire amount of that type of Accommodation outstanding, and the Borrower shall give the Agent a written notice of repayment, specifying the amount, the type or types of Accommodation to be included in the repayment (and where such Accommodation includes any Loan, the currency thereof and the interest rate applicable thereto) and the applicable voluntary repayment date, which notice shall be irrevocable by the Borrower. The notice of repayment shall be given to the Agent not later than 10:00 a.m.:


(A)	on the second Business Day preceding the applicable repayment date in the case of Loans with a Canadian Dollar Amount in the aggregate equal to or greater than Ten Million Canadian Dollars (Cdn.$10,000,000);

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(B)	on the second Business Day preceding the applicable repayment date in the case of Bankers' Acceptances in an aggregate Face Amount equal to or greater than Ten Million Canadian Dollars (Cdn.$10,000,000); and


(C)	on the third Business Day preceding the applicable repayment date in the case of LIBOR Loans.


(ii)	In all other cases, notice of repayment shall be given on the applicable repayment date.


(iii)	Any notice of repayment received by the party entitled thereto on any Business Day after 11 :00 a.m. shall be deemed to have been given to such party on the next succeeding Business Day. A notice of repayment of Accommodation may be included as part of a Notice of Borrowing in respect of other Accommodation.


(iv)	With respect to voluntary repayment of Overdrafts, there is no requirement for a minimum payment and no requirement for notice.

(v)

On the applicable voluntary repayment date the Borrower shall pay to the Agent for the account of the Lenders, the amount of any Accommodation that is subject to the repayment, together with all interest and other fees and amounts accrued, unpaid and due in respect of such repayment; provided, however, that accrued interest will not be repayable prior to the applicable interest payment date in Section 3 .1 in respect of Overdrafts or in respect of Prime Rate Loans or U.S. Base Rate Loans unless the full balance outstanding thereunder is voluntarily repaid.


(b)	Repayment of Certain Types of Accommodation. The following provisions shall also apply to the voluntary repayment by the Borrower of the following types of Accommodation:


(i)	Subject to Subsection 5.l(c), no repayment of any LIBOR Loan shall be made otherwise than upon the expiration of any applicable LIBOR Interest Period; and


(ii)	No repayment of outstanding Accommodation in the form of Bankers' Acceptance shall be made otherwise than upon the expiration or maturity date or, in the case of a Letter of Credit, on the date of surrender thereof to the Letter of Credit Lender.

(c)

Repayment of LIBOR Loans. Notwithstanding Subsections 5.l(a) and 5.l(b), a LIBOR Loan may be repaid at any time within the thirty (30) day period after the Borrower receives notice that it is required to pay any amount under Section 6.6 in respect of such Accommodation, provided that in addition to the other amounts required to be paid pursuant to this Section at the time of such repayment, the Borrower pays to the Agent for the account of the Lenders at such time all reasonable breakage costs incurred by the Lenders with respect to, and all other amounts payable by the Borrower under Sections 6. 7 and 6.8 in connection with, such repayment. A certificate of a Lender or Lenders as to such costs, providing details of the calculation of such costs, shall be prima facia evidence.

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5.2	Repayment on Maturity Date and Extension


(a)	Subject to Subsections 2.7(e), 2.8(c), 2.9(d) and to this Section, the Borrower shall repay in full all outstanding Accommodation, together with all interest, fees and other amounts payable hereunder on the applicable Maturity Date to the Agent for the account of the Letter of Credit Lender, the Overdraft Lender or the Lenders, as applicable.

(b)

If, no earlier than one hundred and eighty (180) and no later than ninety (90) days prior to the expiry of the Revolving Period, or any subsequent extension approved by the Agent, with the consent of the Lenders, pursuant to this Subsection 5 .2(b), the Borrower delivers to the Agent a notice in the form of Schedule 3 (a "Notice of Extension") requesting that such Maturity Date be extended for a further three hundred and sixty-four (364) day period and if the Agent, with the consent of the Lenders, gives notice to the Borrower within thirty (30) days from the date of receipt of such Notice of Extension by the Agent, that the Lenders agree to the request of the Borrower for such extension, then the Maturity Date shall be extended for a three hundred and sixty-four (364) day period commencing on the date stipulated in the Agent's notice to the Borrower. The Lenders agree that they shall give or withhold their consent in a timely manner so that the Agent may provide a response to the Notice of Extension within thirty (30) days from the date of such receipt. The Borrower shall be entitled to replace any Lender which dissents in response to the Notice of Extension (a "Dissenting Lender") with another existing Lender or Lenders without the consent of any of the remaining Lenders; or to replace a Dissenting Lender with any financial institution which is not an existing Lender with the consent of the Majority Lenders. The Borrower shall be entitled, with the unanimous consent of the Lenders who have agreed to extend, to cancel the Commitment of any Dissenting Lender and repay such Dissenting Lender. Any Notice of Extension delivered by the Borrower shall be accompanied by a Borrower's Certificate of Compliance.


5.3	Excess Accommodation

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


(a)	to the extent any of the Accommodation is Prime Rate Loans, U.S. Base Rate Loans or Bankers' Acceptances, repay such excess; or


(b)	in the case of LIBOR Loans, pay to the Agent for the account of the Lenders an amount in U.S. Dollars equivalent to the amount by which the limit of the Credit Facility is exceeded.

Funds paid under paragraph (b) shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for terms corresponding to the applicable LIBOR Interest Period or the term of the other applicable Accommodation, as the

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case may be, and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity.


5.4	Illegality

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 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 oflaw) by any central bank, reserve board, superintendent of financial institutions or other comparable authority made after the date hereof, then the 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 Accommodation affected thereby.

ARTICLE 6

PAYMENTS AND INDEMNITIES


6.1	Payments on Non-Business Days


6.2	Method and Place of Payment

Unless otherwise provided herein, all payments made by the Borrower to the 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 Agent on the next Business Day.


6.3	Net Payments


6.4	Agent May Debit Account

The Agent may debit any accounts of the Borrower with the Agent for any payment or amount due and payable by the Borrower pursuant to this Agreement without further direction from the Borrower to the Agent; provided that any such debit is not in conflict with the provisions of the

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Trust Indenture but in any event such debits may be made in accordance with the Agent's centralized cash management arrangements with the Borrower.


6.5	Currency of Payment

Accommodation shall be repaid by the Borrower to the 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.


6.6	Increased Costs

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 oflaw) by any central bank, reserve board, superintendent of financial institutions, fiscal, monetary or other comparable authority shall:

(a)

subject the Lender to any tax of any kind whatsoever with respect to this Agreement or any Accommodation or change the basis of taxation of payments to the Lender of principal, interest, fees or any other amount payable under this Agreement (except for changes in the rate of tax on the overall net income of the Lender or capital tax imposed by the laws of Canada or any political subdivision thereof or taxing authority therein); or


(b)	impose, modify or make applicable any capital adequacy, reserve, assessment, special deposit or loans or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or Loans or other Accommodation, credit facilities or commitments made available by, or any other acquisition of funds by, the Lender;

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 Facilities or any Accommodation or to reduce any amount receivable by the Lender under this Agreement with respect thereto, then, in any such case, the

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Borrower shall pay to the Agent for the account of the relevant Lender within thirty (30) days after the date of demand by the 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 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.


6.7	General Indemnity

The Borrower shall indemnify the 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 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:


(a)	any Environmental Matter, Environmental Liability or Environmental Proceeding; and


(b)	any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, which the Agent or Lender may sustain or incur as a consequence of:


(i)	failure by the Borrower to make payment when due of the principal amount of or interest on any LIBOR Loan;


(ii)	failure by the Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice;


(iii)	failure by the Borrower in repaying a Borrowing after the Borrower has given a notice of repayment;


(iv)	any breach, non-observance or non-performance by the Borrower of any of its obligations, covenants, agreements, representations or warranties contained in this Agreement; and


(v)	except as otherwise provided in Subsection 5.l(c), the repayment of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Interest Period or the repayment of any Bankers' Acceptance otherwise than on the maturity date thereof.

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6.8	Early Termination of LIBOR Interest Period

Without limiting Section 6. 7, if the Agent is required to arrange for early termination of any LIBOR Interest Period or to arrange to acquire funds for any period other than a LIBOR Interest Period to permit the Borrower to repay any LIBOR Loan, the Borrower shall reimburse the Lenders for all losses and reasonable out-of-pocket expenses incurred by them as a result of the early termination of the LIBOR Interest Period in question or as a result of entering into the new arrangement to the extent that such losses and expenses result from such payment. If any such early termination or new arrangement cannot be effected by the Agent on behalf of the Lenders, the Borrower shall continue to pay interest to the Agent in U.S. Dollars at the LIBOR Rate specified hereunder upon an amount of U.S. Dollars equal to the amount of the principal repayment for the remainder of the then current LIBOR Interest Period. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to any of the Agent and the Lenders at common law or otherwise and this Section shall survive the repayment of the Accommodation and the termination of this Agreement. A certificate of a Lender or Lenders as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.


6.9	Outstanding Bankers' Acceptances and Letters of Credit

If the Credit Facility is terminated at any time prior to the maturity date of any Bankers' Acceptance or Letter of Credit issued hereunder, the Borrower shall pay to the Lenders, on demand, an amount with respect to each such Bankers' Acceptance or Letter of Credit equal to the total amounts which would be required to purchase in the Canadian Dollars market, as of 10:00 a.m. 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 or Letter of Credit and having in each case a term to maturity similar to the period from such demand to maturity of such Bankers' Acceptance or Letter of Credit. Upon payment by the Borrower as required under this paragraph, the Borrower shall have no further liability in respect of each such Bankers' Acceptance or Letter of Credit 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 Letter of Credit 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 Letter of Credit to any party other than the Lenders.


6.10	Replacement of Lender

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 Agent and that Lender (which notice shall be irrevocable):


(a)	require such Lender to assign its full Commitment under which such Advances were made (such commitments being the "Affected Commitments") and all outstanding Advances thereunder, to one or more assignees identified by the Borrower and acceptable to the Agent, acting reasonably, the assignment(s) to which assignee(s) shall have been made in accordance with Section 12.14; or


(b)	terminate the Affected Commitments and repay to such Lender any Advances outstanding thereunder to the extent such Affected Commitments and Advances thereunder are not assigned pursuant to Subsection 6.IO(a).

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ARTICLE 7

SECURITY


7.1	Security

As a general and continuing security for the due payment and performance of all present and future indebtedness, liabilities and obligations of the Borrower to the Agent and to the Lenders under this Agreement, the Borrower shall provide to the Agent on behalf of the Lenders a pledge of the Pledged Bond, such pledge to be pursuant to the Bond Delivery Agreement.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES


8.1	Representations and Warranties

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


(a)	the Borrower is a limited partnership existing pursuant to the terms of the Partnership Act (Alberta) and has the legal capacity and right to own its property and assets and to carry on the Business;


(b)	the General Partner is a corporation, duly and validly incorporated, organized and existing as a corporation under the laws of the Province of Alberta and has the legal capacity to act as the General Partner of the Borrower;


(c)	each of the Borrower and the General Partner has the legal capacity and right to enter into the Credit Documents and do all acts and things and execute and deliver all agreements, documents and instruments as are required thereunder to be done, observed or performed by it in accordance with the terms and conditions thereof;


(d)	each of the Borrower and the General Partner has taken all necessary action to authorize the creation, execution and delivery of each of the Credit Documents, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby;

(e)

(f)

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any such litigation; provided, however, that if the Borrower has disclosed to the Lenders litigation which is not in compliance with the foregoing and the Lenders have waived all or· any part of such non-compliance, no further waiver shall be required in respect of such litigation to the extent that the same has been waived by the Lenders;

(g)

the financial information relating to the Acquisition and the Business delivered to the Agent pursuant to or in connection with this Agreement (the "Projection") was prepared using assumptions that reflect the Borrower's planned course of action for the period covered by the Projection, given management's judgement as to the most probable set of economic conditions, together with certain hypotheses. Hypotheses are assumptions that assume a set of economic conditions or courses of action that are consistent with management's intended course of action and represent plausible circumstances but for which there is no corroborative evidence. The Projection has been prepared as "special purpose" information (as defined under GAAP principles) and as such is not presented in the format of historical financial statements.


(h)	there has been no change which could reasonably be expected to cause a Material Adverse Effect;


(i)	the Borrower is in compliance with all Applicable Laws where any non compliance could reasonably be expected to cause a Material Adverse Effect;

(j)

all Governmental Approvals and other consents necessary to permit the Borrower and the General Partner (i) to execute, deliver and perform each Credit Document, and to consummate the transactions contemplated thereby, and (ii) to own and operate the Business, have been obtained or effected and are in full force and effect.The Borrower is in compliance with the requirements of all such Governmental Approvals and consents and there is no Claim existing, pending or, to the knowledge of the Borrower or the General Partner, threatened which could result in the revocation, cancellation, suspension or any adverse modification of any of such Governmental Approvals or consent (except as may hereafter arise and be disclosed to the Agent);


(k)	no Default or Event of Default under this Agreement or the Trust Indenture has occurred which has not (i) been expressly waived in writing by the Agent, the Trustee under the Trust Indenture and the holders of the Senior Bonds, or (ii) been remedied (or otherwise ceased to be continuing);


(l)	the Borrower has good and marketable title to, in each case free and clear of all Security Interests, other than Permitted Encumbrances, all assets acquired under the Acquisition;


(m)	the Borrower has paid all taxes due and owing to date;


(n)	no essential portion of the Borrower's real or leased property has been taken or expropriated by any Governmental Body nor has written notice or proceedings in respect thereof been given or commenced nor is the Borrower aware of any intent or proposal to give any such notice or commence any such proceedings; and

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(o)	the Principal Property in the name of the General Partner are and will be held by the General Partner in trust for the Borrower;


(p)	Except as disclosed to the Agent:


(i)	the Borrower does not have any knowledge of any Environmental Adverse Effect or any condition existing at, on or under the Principal Property which, in any case or in the aggregate, with the passage of time or the giving of notice or both, could reasonably be expected to give rise to liability of the Borrower resulting in a Material Adverse Effect;

(ii)


(iii)	the Borrower has no knowledge that it has any obligation under any Environmental Laws to pay any compensation or damages resulting from the operation of the Principal Property, or that it will have any such obligation resulting from the maintenance and operation of the Principal Property, which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and


(iv)	the Borrower has no Environmental Liability which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect except as disclosed by the Borrower to the Agent in writing prior to the Effective Date.

(q)

The Borrower is not as at the date that this representation is made or deemed to be made the subject of any civil, criminal or regulatory proceeding or governmental or regulatory investigation with respect to Environmental Laws nor is it aware of any threatened proceedings or investigations which, in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect except as disclosed in accordance with the notice requirements set out in Section 9.2. The Borrower is actively and diligently proceeding to use all reasonable efforts to comply with all Environmental Laws and all such activities are being carried on in a prudent and responsible manner and with all due care and due diligence; and


(r)	As of the Effective Date, the Borrower has no Subsidiaries other than Permitted IA Subsidiaries.

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8.2	Survival of Representations and Warranties

ARTICLE 9

COVENANTS


9.1	Trust Indenture

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 Facilities, the Borrower will comply with all of the covenants, both positive and negative, contained in the Trust Indenture which are 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 12.7(c).


9.2	Covenants

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 Facilities:


(a)	Information and Certificates. The Borrower shall furnish to the Agent, with sufficient copies for all Lenders:

(i)

at the time the same are sent, copies of all financial statements, annual budgets and such other information or material which is reasonably requested by the Agent including, without limitation, copies of all reports, notices, and other documents, if any, which the Borrower may make to, or file with, any Governmental Authority or which may be required to be delivered to the Trustee under the Trust Indenture including, without limitation, notice of any "Event of Default" under the Trust Indenture, at the time such documents are required to be delivered to the Trustee in accordance with the provisions of the Trust Indenture;


(ii)	copies of any Supplemental Indenture which amends in any way the Trust Indenture, the Fifth Supplemental Indenture or the Series 5 Bond; and


(iii)	upon delivery of each of the items set out in paragraphs 6.4(a)(i) and (ii) of the Trust Indenture, the Borrower's Certificate of Compliance.


(b)	Payments Under This Agreement and Credit Documents. The Borrower shall pay, discharge or otherwise satisfy all amounts payable under this Agreement in accordance with the terms of this Agreement and all amounts payable under any Credit Document in accordance with the terms thereof.


(c)	Proceeds. The Borrower shall use the proceeds of any Accommodation only for the purposes permitted pursuant to Section 2.1.

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(d)

Inspection of Property, Books and Records, Discussions. The Borrower shall keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Applicable Laws shall be made of all dealings and transactions in relation to its business and activities, and permit representatives and agents of the Agent upon reasonable notice to the Borrower and during business hours, to visit and inspect any of the properties and examine and make abstracts from any of the books and records of the Borrower as often as may reasonably be desired, and, subject to applicable securities laws, to discuss the business, operations, property, condition and prospects (financial or otherwise) of the Borrower with those officers and employers of the Borrower designated by its senior executive officers.

(e)


(f)	Notices. The Borrower shall promptly give notice to the Agent of:


(i)	the occurrence of any Default or Event of Default;

(ii)

the commencement of, or receipt by the Borrower of a written threat of, any action, suit or proceeding against or affecting the Borrower before any court or arbitrator or before or by any Governmental Authority, in Canada or elsewhere, or before any board, which claims in excess of Twenty-five Million Dollars (Cdn.$25,000,000) or which, in any case or in the aggregate, has, or has any reasonable likelihood of having, a Material Adverse Effect, and such further information in respect thereof as the Agent may request from time to time;


(iii)	any notice of any violation or administrative or judicial complaint or order having been filed or, to the Borrower's knowledge, about to be filed against the Borrower which has, or has any reasonable likelihood of having, a Material Adverse Effect;


(iv)	any notice from any Governmental Authority or any other Person alleging that the Borrower is or may be subject to any Environmental Liability which has, or has any reasonable likelihood of having, a Material Adverse Effect; and


(v)	the occurrence or non-occurrence of any other event which has, or has a reasonable likelihood of having, a Material Adverse Effect.


(vi)	any notice of a change in rating by one or more Rating Agencies.

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(g)

Permitted Joint Arrangements. (i) The total equity investment of the Borrower in Permitted JA Subsidiaries (such as KainaiLink, L.P. to the extent that it meets the definition of Permitted JA Subsidiary) and Permitted Joint Arrangements shall not exceed an aggregate amount equal to Cdn.$200,000,000; and (ii) the Borrower shall not form any Subsidiaries other than Permitted JA Subsidiaries and shall not enter into any Joint Arrangements other than Permitted Joint Arrangements. The Borrower shall deliver to the Agent not later than sixty (60) days after the end of each fiscal quarter, an Officer's Certificate certifying as to the matters in this paragraph (g) including regarding what portion of the above Cdn.$200,000,000 has been used and how/where it has been used.


9.3	Maintenance of Total Capitalization

(a)

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 Facilities, the aggregate amount of all Indebtedness of the Borrower (other than Financial Instrument Obligations in accordance with Section 6.3 of the Trust Indenture) shall not exceed seventy-five percent (75%) of the Total Capitalization of the Borrower. For greater certainty, for the purposes of this Section 9.3, (i) the foregoing calculations of both the aggregate amount of all Indebtedness of the Borrower and the Total Capitalization of the Borrower shall exclude any non• recourse debt incurred by Permitted JA Subsidiaries in connection with their related Permitted Joint Arrangements as well as any equity contributions made in respect of such Permitted Joint Arrangements, to the extent in each case that the Borrower is in compliance with Section 9.2(g) in respect of such joint arrangement, and (ii) when ascertaining maintenance of Total Capitalization for this purpose, the exclusions shall apply to both the numerator component of that definition (i.e. exclusion of the related debt) and to the denominator component of that definition (i.e. exclusion of the related debt and equity).


(b)	The Borrower shall deliver to the Agent not later than sixty (60) days after the end of each fiscal quarter, an Officer's Certificate certifying as to the matter in paragraph (a) above.

ARTICLE 10

CONDITIONS PRECEDENT TO BORROWINGS


10.1	Conditions Precedent to the Initial Borrowing

The Lenders are not obliged to make available any portion of the initial Borrowing following the Effective Date unless each of the following conditions is satisfied:


(a)	the Agent shall have received any required Borrowing Notice;


(b)	there shall exist no Default or Event of Default on the said initial Borrowing Date and, if required by the Agent, the Borrower shall have delivered to the Agent a Borrower's Certificate of Compliance;


(c)	all representations and warranties contained in Article 8 shall be true on and as of the initial Borrowing Date with the same effect as if such representations and

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warranties had been made on and as of the initial Borrowing Date and, if required by the Agent, the Borrower shall have delivered to the Agent a Borrower's Certificate of Compliance;


(d)	the Trust Indenture shall not have been amended;


(e)	the Agent or the Lenders shall have received any Credit Documents required by the Agent or the Lenders duly executed by the Borrower;


(f)	the following documents in form, substance and execution acceptable to the Agent shall have been delivered to the Agent:


(i)	duly certified copies of the constating documents of the Borrower and the General Partner and of all necessary proceedings taken and required to be taken by the Borrower to 'authorize the execution and delivery of this Agreement and the Credit Documents to which it is a party and the entering into and performance of the transactions contemplated herein and therein;


(ii)	certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement and the Credit Documents to which it is a party;


(iii)	certificate of status or the equivalent relative to the Borrower and the General Partner under the laws of Canada or its jurisdiction of creation; and


(iv)	the opinion of counsel for the Borrower in form and substance satisfactory to the Lenders; and


(g)	all fees payable on or before the date hereof in connection with the Credit Facilities under this Agreement and any fee letter shall have been paid to the Agent.


10.2	Conditions Precedent to Subsequent Borrowings

The Lenders shall not be obliged to make available any portion of any subsequent Borrowing after the initial Borrowing, unless the Borrower (by way of the delivery of a Borrower's Certificate of Compliance), or the Borrower's counsel (if appropriate), confirms to the Agent that each of the following conditions is satisfied:


(a)	the Agent shall have received any required Borrowing Notice;


(b)	the Agent shall have received any required Letter of Credit Agreement, or other Credit Document;


(c)	there shall exist no Default or Event of Default on the applicable Borrowing Date, nor shall any arise as a result of giving effect to the requested Borrowing;


(d)	all representations and warranties contained in Article 8 shall be true on and as of the Borrowing Date with the same effect as if such representations and warranties had been made on and as of such Borrowing Date; and

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(e)	all fees payable on or before the subsequent Borrowing in connection with the Credit Facilities under this Agreement shall have been paid to the Agent and the Lenders, as applicable.


10.3	Waiver

ARTICLE 11

EVENTS OF DEFAULT


11.1	Events of Default

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


(a)	Trust Indenture. Each of the events set out in Section 10.1 of the Trust Indenture including applicable notice and grace periods;

(b)

Default in Payment of any Amount Hereunder. If the Borrower fails to pay any interest, fees or any amount owing to the Lenders or any of them hereunder (other than principal amounts), or under any Credit Document when due and payable hereunder or thereunder and the Borrower fails to pay such interest, fees or any amount owing to the Lenders or any of them hereunder (other than principal amounts) within five (5) Business Days after notice is given by the Agent to the Borrower. For clarity, the failure to pay a principal payment shall be an immediate Event of Default and the Administrative Agent shall have the remedies available pursuant to Section 11.2;


(c)	Default in Other Provisions. If the Borrower shall fail, refuse or default in any material respect with the performance or observance of any of the covenants, agreements or conditions contained herein and such failure, refusal or default adversely affects the Lenders and, such failure, refusal or default continues for a period of thirty (30) days after written notice thereof by the Agent; and

(d)

Full Force and Effect. If this Agreement or any material portion hereof shall, at any time after its respective execution and delivery and for any reason, cease in any way to be in full force and effect or if the validity or enforceability of this Agreement is disputed in any manner by such Borrower and the Credit Facilities have not been repaid within thirty (30) days of demand therefor by the Agent.

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11.2	Remedies


(a)	demand payment of any principal, accrued interest, fees and other amounts which are then due and owing in respect of the Accommodation under the Credit Facilities without presentment, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;


(b)	declare by notice to the Borrower the Credit Facilities terminated, whereupon the same shall terminate immediately without any further notice of any kind;


(c)	demand payment of the Pledged Bond in accordance with the provisions of the Bond Delivery Agreement; and


(d)	assign all or any part of the outstanding Accommodation and the amounts payable hereunder to any Person without reference to Article 12.


11.3	Remedies Cumulative

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


11.4	Appropriation of Moneys Received


11.5	Non-Merger


11.6	Waiver

No delay on the part of the Lenders or the 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

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exercise by the Lenders or the Agent of any right, power or privilege hereunder or extend to or apply to any other Default or Event of Default.


11.7	Set-off

Each of the 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 Agent or such Lender, as applicable, confirms to the Trustee that:


(a)	in respect of any Funds and Accounts (as defined in the Trust Indenture) forming part of the Collateral (as defined in the Trust Indenture), the Trustee has a security interest in such Funds and Accounts and the cash on deposit therein are Permitted Investments forming part thereof;


(b)	the Agent or such Lender, as applicable, has and will have no security interest in any such Fund or Account or the cash on deposit therein or Permitted Investments forming part thereof; and

(c)

the only rights of set-off which may be exercised by the Agent or such Lender in respect of any such Fund or Account or the cash on deposit therein or Permitted Investments forming part thereof are those arising out of the operation of the relevant account unless the Agent or such Lender has agreed to remit all amounts so set-off to the Trustee to be dealt with in accordance with the Trust Indenture;

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

Upon the occurrence of an Event of Default and a demand by the Agent for payment pursuant to Section 11.3, the 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 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 Agent or such Lender, general or special, matured or unmatured, and any other indebtedness and liability of the 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.

ARTICLE 12

THE AGENT AND THE LENDERS


12.1	Authorization of Agent and Relationship

Each Lender hereby appoints BNS as Agent and BNS hereby accepts such appointment. The appointment may only be terminated as expressly provided in this Agreement. Each Lender hereby authorizes the 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 Agent by its terms, together with

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all powers reasonably incidental thereto. Except as expressly specified in this Agreement, the Agent shall have only those duties and responsibilities of a solely mechanical and administrative nature that are expressly delegated to the Agent by this Agreement or are reasonably incidental thereto. The 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 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 Agent is not required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law.


12.2	Disclaimer of Agent

The 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 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 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 Agent on behalf of the Lenders. The 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 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 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 Agent under or in connection with the Agreement, whether in the good faith exercise of any discretion expressly granted to the 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 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 Agent hereunder.


12.3	Failure of Lender to Fund

(a)

Unless the Agent has actual knowledge that a Lender has not made or will not make available to the Agent for value on a Borrowing Date the applicable amount required from such Lender pursuant to Article 2, the Agent shall be entitled to assume that such amount has been or will be received from such Lender when so due and the Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not in fact received by the Agent from such Lender on such Borrowing Date and the Agent has made available a corresponding amount to the Borrower on such Borrowing Date as aforesaid, such Lender shall pay to the Agent 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 amount that should have been paid to the Agent by such Lender on such Borrowing Date and was not, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from

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and including such Borrowing Date to but excluding the date on which the amount is received by the Agent from such Lender and the denominator of which is three hundred and sixty-five (365). A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Agent from such Lender on such Borrowing Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Borrower as aforesaid together with interest thereon at the applicable rate per annum payable by the Borrower hereunder.

(b)

Notwithstanding the provisions of Subsection 12.3(a), if any Lender fails to make available to the Agent its Proportionate Share of any Advance (such Lender being herein called the "Defaulting Lender"), the Agent shall forthwith give notice of such failure by the Defaulting Lender to the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available all or any portion of the Defaulting Lender's share of such Advance in the place of the Defaulting Lender, but in no way shall any other Lender or the Agent be obliged to do so. If more than one Lender gives notice that it is prepared to make funds available in the place of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the "Contributing Lenders" and individually called the "Contributing Lender") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available a portion of such Advance based on the Contributing Lenders' relative Proportionate Shares. If any Contributing Lender makes funds available in the place of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand any amount advanced on its behalf together with interest thereon at the rate applicable to such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Proportionate Share of any Advance as required herein.


12.4	Payments by the Borrower

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 Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Subject to any other provision of this Agreement concerning the distribution of payments, the Agent shall cause distribution of:


(a)	payments of interest in accordance with each Lender's Advanced Share of the Advances to which the payment relates;


(b)	repayments of principal in accordance with each Lender's Advanced Share of the Advances to which the payment relates;

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(c)	payments of standby fees in accordance with Section 4.3;


(d)	all other payments including, without limitation, amounts received upon realization, in accordance with each Lender's Proportionate Share; provided, however, that with respect to proceeds of realization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Accommodations.

Subject to Section 12.5, if the 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 Agent, the 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 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 Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is three hundred and sixty-five (365).


12.5	Payments by Agent


(a)	For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:


(i)	the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;


(ii)	if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's share of that amount which is actually received by the Agent;

(iii)


(iv)	the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall, in the absence of manifest error, be binding and conclusive; and


(v)	upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein.

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(b)

Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Agent to the date on which repayment is made by the Lender receiving such payment.


12.6	Direct Payments

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 Agent and, upon receipt, the Agent shall distribute such payment in accordance with the provisions of Section 12.5.


12.7	Administration of the Credit Facilities


(a)	Unless otherwise specified herein, the Agent shall perform the following duties under this Agreement:


(i)	prior to a Borrowing, ensure that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.8(b) and any other applicable terms of this Agreement;


(ii)	use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement;

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(iii)

hold all legal documents relating to the Credit Facilities, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and, except for accounts, records and documents relating to the fees payable under any separate fee agreement, allow each Lender and their respective advisers to examine such accounts, records and documents at their own expense, and provide any Lender, upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at the Lender's expense;

(iv)

except as otherwise specifically provided for in this Agreement, promptly advise each Lender upon receipt of each notice and deliver to each Lender, promptly upon receipt, all other written communications furnished by the Borrower to the Agent on behalf of the Lenders pursuant to this Agreement, including without limitation copies of financial reports and certificates which are to be furnished to the Agent;


(v)	forward to each of the Lenders, upon request, copies of this Agreement, and other Credit Documents (other than any separate fee agreement);


(vi)	promptly forward to each Lender, upon request, an up-to-date loan status report; and

(vii)

upon learning of same, promptly advise each Lender in writing of the occurrence of an Event of Default or Default or the occurrence of any event, condition or circumstance which would have a Material Adverse Effect on the ability of the Borrower to comply with this Agreement or of the occurrence of any material adverse change on the business, operations or assets of the Borrower, taken as a whole, provided that, except as aforesaid, the Agent shall be under no duty or obligation whatsoever to provide any notice to the Lenders and further provided that each Lender hereby agrees to notify the Agent of any Event of Default or Default of which it may reasonably become aware.


(b)	The Agent may take the following actions only with the prior consent of the Majority Lenders, unless otherwise specified in this Agreement:


(i)	subject to Subsection 12.7(c), exercise any and all rights of approval conferred upon the Lenders by this Agreement;


(ii)	amend, modify or waive any of the terms of this Agreement (including waiver of an Event of Default or Default) if such amendment, modification or waiver would have a Material Adverse Effect on the rights of the Lenders thereunder and if such action is not otherwise provided for in Subsection 12.7(c);


(iii)	declare an Event of Default or take action to enforce performance of the obligations of the Borrower and pursue any available legal remedy necessary;

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(iv)	decide to accelerate the amounts outstanding under the Credit Facilities; and


(v)	pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders.


(c)	The Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein:

(i)


(ii)	amend the definition of"Majority Lenders" or this Subsection 12.7(c).

(d)

Notwithstanding Subsection 12.7(b) and any other provision of this Agreement except for Subsection 12.7(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Agent deems appropriate or desirable.


(e)	As between the Borrower, the Agent and the Lenders:


(i)	all statements, certificates, consents and other documents which the Agent purports to deliver on behalf of the Lenders or the Majority Lenders shall be binding on each of the Lenders, and the Borrower shall not be required to ascertain or confirm the authority of the Agent in delivering such documents;


(ii)	all certificates, statements, notices and other documents which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders, except where this Agreement expressly requires delivery of notices of Advances and payments to the Agent and/or individual Lenders;


(iii)	except in connection with Overdrafts and Letters of Credit, all payments which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.


12.8	Rights of Agent


(a)	In administering the Credit Facility, the Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors,

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counsel, auditors and other experts and agents as the Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders.

(b)

The Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, 'and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by it. The Agent may also assume that any representation made by the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement. In determining whether the Borrower is entitled to an Advance by way of Overdraft or Letter of Credit, the Overdraft Lender or Letter of Credit Lender, as applicable, providing that Advance, shall be entitled to the same protection to which the Agent is entitled under this Subsection 12.8(b).


(c)	The Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking or other business with the Borrower, as if it were not the Agent.

(d)

Except in its own right as a Lender, the Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby.


(e)	The Agent shall be entitled to receive a fee for acting as Agent, as agreed between the Agent and the Borrower.


12.9	Acknowledgements, Representations and Covenants of Lenders

(a)

It is acknowledged and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, property, affairs, status and nature of the Borrower. Accordingly, each Lender confirms to the Agent that it has not relied, and will not hereafter rely, on the Agent (i) to check or inquire on its behalf into the adequacy or completeness of any information provided by the Borrower under or in connection with this Agreement or the transactions herein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Agent) or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, property, affairs, status or nature of the Borrower.


(b)	Each Lender represents and warrants to the Agent and the Borrower that it has the legal capacity to enter into this Agreement pursuant to its constating documents and any applicable legislation and has not violated its constating documents or any applicable legislation by so doing.

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(c)

Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), rateably according to its Proportionate Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of the Credit Documents or the transactions therein contemplated, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's negligence or wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its Proportionate Share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower. The obligation of the Lenders to indemnify the Agent shall survive the termination of this Agreement.


(d)	Each of the Lenders acknowledges and confirms that in the event the Agent does not receive payment in accordance with this Agreement, it shall not be the obligation of the Agent to maintain the Credit Facilities in good standing nor shall any Lender have recourse to the Agent in respect of any amounts owing to such Lender under this Agreement.


(e)	Each Lender acknowledges and agrees that its obligation to advance its Proportionate Share of Advances in accordance with the terms of this Agreement is independent and in no way related to the obligation of any other Lender hereunder.


(f)	Each Lender hereby acknowledges receipt of a copy of this Agreement and acknowledges that it is satisfied with the form and content of such documents.

(g)

Except to the extent recovered by the Agent from the Borrower, promptly following demand therefor, each Lender shall pay to the Agent an amount equal to such Lender's Proportionate Share of any and all reasonable costs, expenses, claims, losses and liabilities incurred by the Agent in connection with this Agreement, except for those incurred by reason of the Agent's negligence or wilful misconduct.


12.10	Collective Action of the Lenders

Each of the Lenders hereby acknowledges that to the extent permitted by applicable law, 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 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 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 Agent to the extent requested by the Agent.

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12.11	Successor Agent

Subject to the appointment and acceptance of a Successor Agent as provided in this Section, the 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 Agent, upon thirty (30) days' written notice of termination. Upon receipt of notice by the Lenders of the resignation of the Agent, or upon giving notice of termination to the Agent, the Majority Lenders (taking into account the Proportionate Share of the resigning or terminated 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 Calgary (the "Successor Agent"). If no Successor Agent has been so appointed and has accepted such appointment within twenty-one (21) days after the retiring Agent's giving of notice of resignation or receiving of notice of termination, then the retiring Agent may, on behalf of the Lenders, appoint a Successor Agent in accordance herewith. Upon the acceptance of any appointment as Agent hereunder by a Successor Agent, the retiring Agent shall pay the Successor Agent any unearned portion of any fee paid to the Agent for acting as such, and the Successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its further duties and obligations as Agent under this Agreement and the other Credit Documents. After any retiring Agent's resignation hereunder as 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 Agent hereunder.


12.12	Provisions Operative Between Lenders and Agent Only

Except for the provisions of Subsections 12.7(e), 12.9(b), Sections 12.10, 12.11, 12.13, 12.14(b) and 12.15 , the provisions of this Article relating to the rights and obligations of the Lenders and the Agent shall be operative as between the Lenders and the Agent only, and the Borrower shall not have any rights or obligations under or be entitled to rely for any purpose upon such provisions.


12.13	Assignments and Participation Approvals

A Lender may:


(a)	upon notice to the Borrower grant participation (a "Participation") in all or any part of the rights, benefits and obligations of the Lenders hereunder to one or more Persons (each a "Participant") ; or


(b)	assign (an "Assignment" ) all or part of the rights, benefits and obligations of such Lender hereunder to one or more Persons (each an "Assignee" );

with the prior consent of the Borrower, the Agent and the Letter of Credit Lender, 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, the Agent and the Letter of Credit Lender, 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.

LEGAL_l:28867748.6

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12.14	Assignments

(a)

Subject to Section 12.13, the Lenders collectively or individually may assign to one or more Assignees all or a portion of their respective rights and obligations under this Agreement (an undivided portion thereof corresponding to the portion of the Commitment being assigned) by way of Assignment. The parties to each such Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Borrower, and to the Agent for its consent and recording in the Register and, except in the case of an Assignment by the Lenders collectively or an Assignment by a Lender to an affiliate of that Lender, shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Agent. After such execution, delivery, consent and recording the Assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto.


(b)	The agreements of an Assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the other Lenders, the Agent and the Borrower in accordance with the terms of the Assignment Agreement.

(c)

The Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered and consented to by the Lender and, where required, by the Borrower and a register for recording the names and addresses of the Lenders and the Commitment of each Lender from time to time (the "Register" ). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. The Borrower, the Agent and each of the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any Person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by any Lender or the Borrower at any reasonable time and from time to time upon reasonable prior notice.


(d)	Upon its receipt of an Assignment Agreement executed by an assigning Lender and an Assignee and approved by the Agent, and, where required, by the Borrower, the Agent shall, if the Assignment Agreement has been completed and is in the required form with such immaterial changes as are acceptable to the Agent:


(i)	record the information contained therein in the Register; and


(ii)	give prompt notice thereof to the other Lenders and the Borrower, and provide them with an updated version of Schedule 5.

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12.15	Participation

Each Lender may (subject to the provisions of Section 12.13) 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:


(a)	the Lender's obligations under this Agreement (including, without limitation, its Commitment) shall remain unchanged;


(b)	the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;


(c)	the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement; and


(d)	no Participant shall have any right to participate in any decision of the Lender or the Majority Lenders hereunder or to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any Person therefrom.

ARTICLE 13

MISCELLANEOUS


13.1	Expenses

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 Agent and the Lenders 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 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 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.


13.2	Further Assurances


13.3	Notices

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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.


(a)	If to the Agent:

The Bank of Nova Scotia

The Bank of Nova Scotia - Corporate Banking

62 ^nd Floor, Scotia Plaza

40 King Street West

Toronto, Ontario MSW 2X6

Attention: Director

Facsimile: (416) 933-7399


(b)	If to the Borrower and/or the General Partner:

AltaLink Management Ltd.

2611-3 ^rd Avenue S.E.

Calgary, Alberta T2A 7W7

Attention: Vice President, Treasurer

Facsimile: (403) 267-3454

with a copy to:

Borden Ladner Gervais LLP

1000 Canterra Tower

400 Third Avenue S.W.

Calgary, Alberta T2P 4H2

Attention: Alan Nielsen

Facsimile: (403) 266-1395


13.4	Survival

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


13.5	Benefit of Agreement


13.6	Severability

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13.7	Entire Agreement


13.8	Credit Documents


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.


13.10	Amendments/Approvals and Consents/Waivers

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 Agent on behalf of the Lenders hereunder shall be effective unless the same shall be in writing and signed by the 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.


13.11	Acknowledgement

[ Signature page to follow. ]

LEGAL_l:28867748.6

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.



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


By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



ALTALINK MANAGEMENT LTD.


By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



		THE BANK OF NOVA SCOTIA, as Agent


		By:
			Name:
			Title:

		By:
			Name:
			Title:



		THE BANK OF NOVA SCOTIA, as Lender


		By:
			Name:
			Title:

		By:
			Name:
			Title:

Revolving Facility - Amended and Restated Credit Agreement - Signature Page

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.



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


By:
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



ALTALINK MANAGEMENT LTD.


By:
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



THE BANK OF NOVA SCOTIA, as Agent


By:	/s/ Robert Boomhour
	Name:	Robert Boomhour
	Title:	Director

By:	/s/ Clement Yu
	Name:	Clement Yu
	Title:	Associate Director



THE BANK OF NOVA SCOTIA, as Lender


By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director

By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate Director

Revolving Facility - Amended and Restated Credit Agreement - Signature Page

SCHEDULE 1

BORROWER'S CERTIFICATE OF COMPLIANCE

TO: The Bank of Nova Scotia ("BNS"), as Agent for the Lenders, under the Credit Agreement

This Certificate is delivered to you pursuant to the credit agreement made as of May 10, 2002, as amended, restated or replaced from time to time (the "Credit Agreement") between AltaLink, L.P., AltaLink Management Ltd. and BNS, as Agent and Lender and the other Lenders party thereto. Capitalized terms used in this Certificate and not otherwise defined have the meanings given in the Credit Agreement.

The undersigned hereby certifies that as of the date hereof:


1.	Representations and Warranties. All representations and warranties of the Borrower and the General Partner contained in the Credit Agreement are true and correct in all material respects as if made on and as of the date hereof, except as set out in Appendix I hereto or otherwise notified to the Agent under the Credit Agreement.


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


3.	Limitation on Indebtedness. The aggregate amount of all Indebtedness of the Borrower (other than Financial Instrument Obligations in accordance with Section 6.3 of the Trust Indenture) does not exceed seventy-five percent (75%) of the Total Capitalization of the Borrower.

LEGAL_l:28867748.6

- 2 -

DATED this ___ day of __________________, 201__.



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


By:
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer



ALTALINK MANAGEMENT LTD.


By:
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

Revolving Facility - Amended and Restated Credit Agreement - Signature Page

APPENDIX I

EXCEPTIONS AND QUALIFICATIONS TO

BORROWER'S CERTIFICATE OF COMPLIANCE

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SCHEDULE 2(A)

BORROWING NOTICE

The Bank of Nova Scotia

Calgary Business Support Centre

2850 Sunridge Boulevard NE

Calgary, AB TlY 6G2

Attention: Document Services Officer

Facsimile: 1-877-909-7038

The Lenders under the Credit Agreement

Dear Sirs/Mesdames:

You are hereby notified that the undersigned, intends to avail itself of the Credit Facilities established in its favour pursuant to the credit agreement made as of May 10, 2002, as amended, restated or replaced from time to time (the "Credit Agreement") between AltaLink, L.P., as Borrower, AltaLink Management Ltd. and The Bank of Nova Scotia, as Agent and Lender, and the other Lenders which 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 pursuant to [describe applicable credit facility] as follows:


(a)	Prime Rate Loan in the amount of Cdn.$ l ;


(b)	U.S. Base Rate Loan in the amount of U.S.$ l ;


(c)	LIBOR Loan in the amount of U.S.$ l , having a term and LIBOR Interest Period of l days [add same provision for any other amount and term requested];


(d)	Bankers' Acceptance in the aggregate amount of Cdn.$ l having a term of l days [add same provision for any other amount and term requested]; and


(e)	Letter of Credit in the amount of Cdn.$ l for the purpose of l .

All Loans made pursuant to this Notice of Borrowing shall be credited to the undersigned's account no. l at the Branch. In the case of a Bankers' Acceptance or Letter of Credit, 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.]

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.

LEGAL_l:28867748.6

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

DATED this ___ day of __________________, 201__.



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


		By:
			Name:
			Title:

		By:
			Name:
			Title:

LEGAL_l:28867748.6

SCHEDULE 2(B)

NOTICE OF ROLL OVER

The Bank of Nova Scotia

Calgary Business Support Centre

2850 Sunridge Boulevard NE

Calgary, AB TlY 6G2

Attention: Document Services Officer

Facsimile: 1-877-909-7038

The Lenders under the Credit Agreement

Dear Sirs/Mesdames:

We refer to Section 2.4 of the Credit Agreement made as of May 10, 2002, as amended, restated or replaced from time to time (the "Credit Agreement") between AltaLink, L.P., as Borrower, AltaLink Management Ltd. and The Bank of Nova Scotia, as Agent and Lender, and the other Lenders which 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:


(a)	it intends to repay the following Bankers' Acceptances on the current maturity date:


(i)	aggregate face amount - $ ______________;


(ii)	current maturity date ______________, 201__;


(b)	the following Bankers' Acceptances are to be rolled over in accordance with the Credit Agreement by the issuance of new Bankers' Acceptances on the current maturity date specified below:


(i)	aggregate face amount of maturing Bankers' Acceptances - $ ___________;


(ii)	current maturity date - _____________, 201__;


(iii)	new aggregate face amount - $ ___________;


(iv)	new contract period - _____________; and


(v)	new maturity date - _____________, 201__.

LEGAL_l:28867748.6

- 2 -

DATED this ___ day of __________________, 201__.



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


		By:
			Name:
			Title:

		By:
			Name:
			Title:

LEGAL_l:28867748.6

SCHEDULE 2(C)

CONVERSION OPTION NOTICE

The Bank of Nova Scotia

Calgary Business Support Centre

2850 Sunridge Boulevard NE

Calgary, AB TlY 6G2

Attention: Document Services Officer

Facsimile: 1-877-909-7038

The Lenders under the Credit Agreement

Dear Sirs/Mesdames:

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 __________, 201__. The contract period for the new Bankers' Acceptances shall be _______________ with a new maturity date of ____________, 201__.

DATED this ___ day of __________________, 201__.



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


		By:
			Name:
			Title:

		By:
			Name:
			Title:

LEGAL_l:28867748.6

SCHEDULE 3

NOTICE OF EXTENSION

The Bank of Nova Scotia

Scotia Capital Corporate Banking - Power 62nd Floor

40 King Street West

Scotia Plaza

Toronto, ON M5W 2X6

Attention: Managing Director

Facsimile: (416) 933-7399

Dear Sirs/Mesdames:

DATED this ___ day of __________________, 201__.



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


		By:
			Name:
			Title:

		By:
			Name:
			Title:

LEGAL_l:28867748.6

SCHEDULE 4

ASSIGNMENT AGREEMENT


TO:	THE BANK OF NOVA SCOTIA (the "Agent")


AND TO:	ALTALINK, L.P. (the "Borrower")

The Borrower has entered into the credit agreement made as of May 10, 2002, as amended, restated or replaced from time to time, (the "Credit Agreement") between the Borrower, AltaLink Management Ltd. and the Agent and the Lenders. 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.


1.	The Assignee acknowledges that it has received and reviewed a copy of the Credit Agreement and further acknowledges the provisions of the Credit Agreement.


2.	The Assignor hereby sells, assigns and transfers to the Assignee an undivided l % interest in the Credit Facility and the Credit Agreement so that the Assignor's commitment will now be $ l and the Assignee's commitment will be $ l .


4.	Notices under the Credit Agreement shall be given to the Assignee at the following address and facsimile number:

[ Insert Address ]

Attention: l

Facsimile: l


5.	The provisions hereof shall be binding upon the Assignee and the Assignor and their respective successors and permitted assigns and shall enure to the benefit of the Borrower and its successors and assigns.

LEGAL_l:28867748.6

- 2 -


6.	This Assignment Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

IN WITNESS WHEREOF the undersigned have caused this Assignment Agreement to be duly executed this _____ day of _____________, 201__.



		[NAME OF ASSIGNOR] , as Assignor


		By:
			Name:
			Title:

		By:
			Name:
			Title:



		[NAME OF ASSIGNOR] , as Assignor


		By:
			Name:
			Title:

		By:
			Name:
			Title:

LEGAL_l:28867748.6

ACKNOWLEDGEMENT

ACKNOWLEDGED AND AGREED to this _____ day of _________________, 201__.



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


		By:
			Name:
			Title:

		By:
			Name:
			Title:

LEGAL_l:28867748.6

SCHEDULE 5

LENDERS

The Bank of Nova Scotia

LEGAL_l:28867748.6

EXHIBIT 10.32

EXECUTION VERSION

FIRST AMENDING AGREEMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 24, 2014

ALTALINK, L.P.

as Borrower

- and -

ALTALINK MANAGEMENT LTD.

as General Partner

- and -

THE BANK OF NOVA SCOTIA

as Agent of the Lenders and as Lender

LEGAL_1.3236093.4

AMENDING AGREEMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 24, 2014 among AltaLink, L.P., as Borrower, AltaLink Management Ltd., as General Partner, The Bank of Nova Scotia as Agent of the Lenders (the "Agent") and as Lender.

RECITALS

WHEREAS AltaLink Management Ltd., in its capacity as general partner of AltaLink, L.P . , as Borrower, the Agent and the Lender are parties to a Second Amended and Restated Credit Agreement made as of December 19, 2013 (the "Original Credit Agreement");

WHEREAS AltaLink Management Ltd., in its capacity as general partner of AltaLink, L.P., as Borrower, issued a series 5 pledged bond (the "Series 5 Bond") pursuant to the terms of a supplemental indenture dated as of May 10, 2002, which supplemental indenture was issued pursuant to the terms of the Trust Indenture;

WHEREAS AltaLink Management Ltd., in its capacity as general partner of AltaLink, L.P., as Borrower, is issuing a new series 19 pledged bond pursuant to a supplemental indenture dated as of the date hereof and is concurrently cancelling the Series 5 Bond;

AND WHEREAS the Borrower, the General Partner, the Lender and the Agent have agreed to amend certain provisions of the Original Credit Agreement in the manner and on the terms and conditions provided for herein.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged , the parties hereto agree as follows :

ARTICLE 1

DEFINITIONS

1.1 Definitions

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Credit Agreement.

ARTICLE 2

AMENDMENTS

2.1

Amendment to Certain Definitions. (a) The parties hereto confirm that the definitions of "Bond Delivery Agreement" and "Pledged Bond" in the Original Credit Agreement are hereby del e ted and replaced with the following definitions , respectively: ""Bond Delivery Agreement" means the bond delivery agreement dated a s of October 24, 2014 among the parti e s hereto as the same may be amended, supplemented, restated or otherwise modified from time to time ." " " Pledged Bond" mean s the Two Hundred and Fifty Million Canadian Dollars (Cdn . $250 , 000 , 000) Series 19 Bond of the Borrower issued and certified under the Trust Ind e nture ."; (b) The partie s hereto confirm that the following definition shall be added in the appropriate alphabetical order in the Original Credit Agr ee m e nt "Nineteenth Supplemental Indenture " m ea ns the Nineteenth Supplemental Indenture between the Bor ro wer, the General Partn e r a nd the Trustee dated as of October 24, 2014

LEGAL_1.3236093.4

pursuant to which the Borrower shall issue the Pledged Bond, as such indenture may be amended , supp l em e nted , r estated or otherw i se modified from time to time. " ; and (c) The parties h e reto confirm th a t the definition of "Trust Indenture " in the Original Credit Agreement is hereby amended by adding the words "and October 24, 2014 " immedi a tely following th e words " May 22 , 2013" in such definition.

2.2

Amendment to Section 7.1 - Security. The p ar ties hereto confirm that Section 7.1 of the Original Credit Agreement shall be a mended by adding the following sentence at the end o f such Section: "The parties hereby confirm that a ll pres e nt and future indebtedness, liabilities and obligations of the Borrower to the Agent and the Lenders under th i s Agreement and the other Credit Documents shall con s titute " Obligations" for the purposes of the Nineteenth Supplemental Indentu r e and s hall be subject to the Pledged Bond . "


2.3	Amendment to Section 9.1 - Trust Indenture. The parties hereto confirm that Section 9 .1 of the Original Credit Agreement shall be amended by adding the word "hereby" following the words "which are" in the fourth line of such Section.


2.4	Amendment to Section 9.2(a)(ii) - Information and Certificates. Th e parties hereto confirm that S e ction 9.2(a)(ii) of the O r igina l Credit Agreement shall be delet e d and replaced with the following: " (ii) copie s of any Supplem e ntal Ind e n t ure which amends in any way the T ru st Indenture."

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent

This A mendin g Agreement sh a ll becom e effect i ve if and when th e Agent shall have received this Amending A g r e ement duly e xe cuted and deli ve r e d b y th e Agent , the Lend e rs , th e Borro we r and the G e neral P a rtner.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties True and Correct; No Default or Event of Default

The B orrower and G e neral Pa r tner each hereby repres e nts and warran ts to the Agent a n d the Lend e r s that aft er gi v in g effect to thi s A mendin g Agre e m e nt , (i) e ach o f th e rep res entations and warra n ties of the Borrower and the Gen e ral P a r t n e r, as th e case m a y be, co ntained in the Original Credit Agreement and e ach of the othe r Credit Docum e nts is true and correct on , and as of the date h e reof a s if mad e on such date ( ex cept t o the e x t e nt that s u c h r e pr es ent a ti o n or w arra nty exp ress ly rel a tes to a n earli er date a nd exc e pt for c h a nge s t herein ex pres s l y permitt e d or expr ess ly con te mplat e d by the Origin al Credit Ag reem en t) and (ii) no ev e nt has o ccurred a nd is continuing w hi c h constitute s o r would co n s titut e a Defa u lt or an E vent o f D e fault.

LEGAL_1.3236093.4

-3

-3-

ARTICLE 5

MISCELLANEOUS

5.1 No Other Amendments, Waivers or Consents

5.2 Time

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

5.3 Governing Law

This Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

5.4 Successors and Assigns

5.5 Counterparts

[remainder of page intentionally left blank - signature pages follow}

LEGAL_1.3236093.4

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



ALTALINK MANAGEMENT LTD. , in its capacity as General Partner of ALTALINK, L.P.

By:	/s/ Joe Bronnenberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

ALTALINK MANAGEMENT LTD.

By:	/s/ Joe Bronnenberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

AltaLink - First Amending Agreement to Second Amended and Restated Credit Agreement



THE BANK OF NOVA SCOTIA, as Agent

By:	/s/ Robert Boomhour
	Name:	Robert Boomhour
	Title:	Director

By:	/s/ Clement Yu
	Name:	Clement Yu
	Title:	Associate Director

THE BANK OF NOVA SCOTIA, as Lender

By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director

By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate Director

AltaLink - First Amending Agreement to Second Amended and Restated Credit Agreement

EXHIBIT 10.33

EXECUTION VERSION

SECOND AMENDING AGREEMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 18, 2014

ALTALINK, L.P.

as Borrower

- and -

ALTALINK MANAGEMENT LTD.

as General Partner

- and -

THE BANK OF NOVA SCOTIA

as Agent of the Lenders and as Lender

LEGAL_1.32803138.3

AMENDING AGREEMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT , dated a s o f December 18, 2014 among AltaLink , L.P., as Borrower , AltaLink Management Ltd., as Gen e ral Partner, Th e Bank of Nova Scoti a as Agent of the Lende r s (the "Agent") and as Lender.

RECITALS

WHEREAS AltaLink Man a gement Ltd . , in its capacity as general partner of AltaLink, L. P., as Borrower, the Agent and the Lender a r e parties to a Second Amended and Restated Credit Agr ee ment made as of December 19, 2013 as amended by a first amending agreement dated as of October 24 , 2014 (the " Original Credit Agreement " );

AND WHEREAS the Bo r rower, the General Partner, the Lender and the Agent have agreed to amend certain provisions of the Origina l Credit Agreement in the manner and on the terms a nd conditions prov i ded for her e in .

NOW THEREFORE for good and valuab l e consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto i n the

Original Cred i t Ag r eement.

ARTICLE 2

AMENDMENTS

2.1 Amendments to Original Credit Agreement.

Th e O r iginal Cr e dit Agreem e n t is hereby a mended as follows:


(a)	The definition of " Applicable Margin " contained in Section 1.1 of the Cre dit Agr eement i s hereby am e nded by deleting the pricing grid co ntained in s uch d e finition and r e placing it with the following:



Ratings	Category I	Category II	Category III	Category IV	Category V
Standard & Poor's, Moody's, and DBRS	>A /A2 /A	A /A2 /A	A- /A3/ A(low)	BBB+/ Baal/BBB (high)	<BBB+/ Baal/BBB (high)
Applicable Margin for Bankers' Acceptances, LIBOR Loans & LC/fees	70 bps	80 bps	100 bps	120 bps	145 bps
Applicable Margin for Prime Rate Loans and US Base Rate Loans	0 bps	0 bps	0 bps	20 bps	45 bps
Standby Fee	14 bps	16 bps	20 bps	24 bps	29 bps
Term-out Fee	25 bps	25 bps	25 bps	25 bps	25 bps

LEGAL_1.32803138.3

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(b)	The definit i on of " M a turity Date " contained i n Sec t ion 1.1 of the Cred it A greement i s amended by deleting t he reference to "Decemb er 18, 2015 " a nd r ep lacing it w i t h "Decemb er 16, 2016" ; a nd


(c)	T he definition of " R ev olv i n g Pe r iod " con t ained in S ection 1 .1 of th e Cre dit Ag r e ement is amended by d eleting the r eferenc e to " Decemb er 18, 201 4" and re placing it with "Decem ber 17, 2015".

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent

Th is A m e ndin g Ag reemen t s h a ll becom e effe cti v e if a nd w hen:


(a)	the Administrative Agent shall have received this Amending Agreement duly executed and delivered by the Administrative Agent, the Lenders, the Borrower and the General Partner;


(b)	no Event of Default shall have occurred and be continuing; and


(c)	the Borrower shall have paid all fees and expenses in connection with this Amending Agreement, including a Cdn.$30,000 extension fee representing 4bps on Cdn.$75,000,000.

The conditions set forth above are inserted for the sole benefit of the Lenders and may be waived by the Lenders in whole or in part, with or without terms or conditions.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warrant ies True and Correct; No Default or Event of Default

Th e B o r rowe r and Gene ral Par tner e ac h h e reby r e p rese n t s and warra nts to t h e Agent a nd th e L en d er s that a f t e r g iving e ffe ct to this A me nding A gree ment, (i) ea ch of the repre sentatio ns a nd warra nties of th e Bo rrow e r an d the Gen era l P a rtner , as the case m ay be, cont aine d i n the Ori g in a l C r e di t Ag r ee m e nt an d e a ch of the oth er Cre dit Docum e nt s is tru e a nd corr ect o n , and a s of th e da t e h e reof as if ma de on such date (exce pt to t he exte nt that suc h r epre sen t atio n or warra nt y e xpress ly rel a t es to an e ar l ier date a n d e xcept for changes t he r e in exp res s l y perm i tt ed or express ly con temp lated by the Origina l Cre dit Agre emen t) and (i i ) n o event h as occurred a n d i s c o n tinu i ng w hi ch c o n s ti t ut es or w ould cons titu t e a D efa ul t or a n Even t o f De fa ul t.

LEGAL_1.32803138.3

-3-

ARTICLE 5

MISCELLANEOUS

5.1 No Other Amendments, Waivers or Consents

Except as expressly set forth herein, the Original Credit Agreement and all Credit Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms . The execution , delivery and effectiveness of the waiver and amendments in this Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Original Credit Agreement.

5.2 Time

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

5.3 Governing Law

This Amending Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

5.4 Successors and Assigns

This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns , transferees and endorsees of the Agent or any Lender. Nothing in this Amending Agreement, express or implied, shall give to any Person , other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Amending Agreement.

5.5 Counterparts

This Amending Agreement may be executed by the parties hereto in counterparts and may be executed and deliver e d by facsimile or other electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement.

[remaind e r of page intentionally left blank - - signature pa ge s follow]

LEGAL_1.32803138.3

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



ALTALINK MANAGEMENT LTD. , in its capacity as General Partner of ALTALINK, L.P.

By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

ALTALINK MANAGEMENT LTD.

By:	/s/ Joe Bronneberg
	Name:	Joe Bronneberg
	Title:	Executive Vice President and CFO

By:	/s/ Christopher J. Lomore
	Name:	Christopher J. Lomore
	Title:	Vice President, Treasurer

AltaLink - Second Amending Agreement to Second Amended and Restated Credit Agreement



THE BANK OF NOVA SCOTIA, as Agent

By:	/s/ Robert Boomhour
	Name:	Robert Boomhour
	Title:	Director

By:	/s/ Clement Yu
	Name:	Clement Yu
	Title:	Associate Director

THE BANK OF NOVA SCOTIA, as Lender

By:	/s/ Bradley Walker
	Name:	Bradley Walker
	Title:	Director

By:	/s/ Matthew Hartnoll
	Name:	Matthew Hartnoll
	Title:	Associate Director

Altalink - Second Amending Agreement to Second Amended and Restated Credit Agreement

EXHIBIT 21.1

BERKSHIRE HATHAWAY ENERGY COMPANY

SUBSIDIARIES AND JOINT VENTURES

Pursuant to Item 601(b)(21)(ii) of Regulation S-K, we have omitted certain subsidiaries (all of which, when considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of the end of our last fiscal year).



PPW Holdings LLC	Delaware
PacifiCorp	Oregon
MidAmerican Funding, LLC	Iowa
MHC Inc.	Iowa
MidAmerican Energy Company	Iowa
NVE Holdings, LLC	Delaware
NV Energy, Inc.	Nevada
Nevada Power Company d/b/a NV Energy	Nevada
Sierra Pacific Power Company d/b/a NV Energy	Nevada
Northern Powergrid Holdings Company	England
Northern Powergrid U.K. Holdings	England
Northern Powergrid Limited	England
Northern Electric plc.	England
Northern Powergrid (Northeast) Limited	England
Yorkshire Power Group Limited	England
Yorkshire Electricity Group plc.	England
Northern Powergrid (Yorkshire) plc.	England
NNGC Acquisition, LLC	Delaware
Northern Natural Gas Company	Delaware
KR Holding, LLC	Delaware
Kern River Gas Transmission Company	Texas
BHE Canada, LLC	Delaware
BHE Canada Holdings Corporation	British Columbia
BHE AltaLink Ltd.	Canada
AltaLink Holdings, L.P.	Canada
AltaLink Investments, L.P.	Canada
AltaLink, L.P.	Canada
BHE U.S. Transmission, LLC	Delaware
BHE Renewables, LLC	Delaware
HomeServices of America, Inc.	Delaware

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-147957 on Form S-8 of our report dated February 27, 2015 , relating to the consolidated financial statements and financial statement schedules of Berkshire Hathaway Energy Company and subsidiaries, appearing in this Annual Report on Form 10-K of Berkshire Hathaway Energy Company for the year ended December 31, 2014 .

/s/ Deloitte & Touche LLP

Des Moines, Iowa

February 27, 2015

EXHIBIT 24.1

POWER OF ATTORNEY

The undersigned, a member of the Board of Directors or an officer of BERKSHIRE HATHAWAY ENERGY COMPANY , an Iowa corporation (the "Company"), hereby constitutes and appoints Douglas L. Anderson and Paul J. Leighton and each of them, as his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his/her stead, in any and all capacities, to sign on his/her behalf the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2014 and to execute any amendments thereto and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission and applicable stock exchanges, with the full power and authority to do and perform each and every act and thing necessary or advisable to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of February 27, 2015



/s/ Gregory E. Abel		/s/ Patrick J. Goodman
GREGORY E. ABEL		PATRICK J. GOODMAN

/s/ Warren E. Buffett		/s/ Marc D. Hamburg
WARREN E. BUFFETT		MARC D. HAMBURG

/s/ Walter Scott, Jr.
WALTER SCOTT, JR.

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Gregory E. Abel, certify that:



1.	I have reviewed this Annual Report on Form 10-K of Berkshire Hathaway Energy Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: February 27, 2015	/s/ Gregory E. Abel
	Gregory E. Abel
	Chairman, President and Chief Executive Officer
	(principal executive officer)

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Patrick J. Goodman, certify that:



1.	I have reviewed this Annual Report on Form 10-K of Berkshire Hathaway Energy Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: February 27, 2015	/s/ Patrick J. Goodman
	Patrick J. Goodman
	Executive Vice President and Chief Financial Officer
	(principal financial officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Gregory E. Abel, Chairman, President and Chief Executive Officer of Berkshire Hathaway Energy Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:



(1	)	the Annual Report on Form 10-K of the Company for the annual period ended December 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2	)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: February 27, 2015	/s/ Gregory E. Abel
	Gregory E. Abel
	Chairman, President and Chief Executive Officer
	(principal executive officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Patrick J. Goodman, Executive Vice President and Chief Financial Officer of Berkshire Hathaway Energy Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:



(1	)	the Annual Report on Form 10-K of the Company for the annual period ended December 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2	)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: February 27, 2015	/s/ Patrick J. Goodman
	Patrick J. Goodman
	Executive Vice President and Chief Financial Officer
	(principal financial officer)

EXHIBIT 95

MINE SAFETY VIOLATIONS AND OTHER LEGAL MATTER DISCLOSURES

PURSUANT TO SECTION 1503(a) OF THE DODD-FRANK WALL STREET

REFORM AND CONSUMER PROTECTION ACT

PacifiCorp and its subsidiaries operate certain coal mines and coal processing facilities (collectively, the "mining facilities") that are regulated by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Safety Act"). MSHA inspects PacifiCorp's mining facilities on a regular basis. The total number of reportable Mine Safety Act citations, orders, assessments and legal actions for the year ended December 31, 2014 are summarized in the table below and are subject to contest and appeal. The severity and assessment of penalties may be reduced or, in some cases, dismissed through the contest and appeal process. Amounts are reported regardless of whether PacifiCorp has challenged or appealed the matter. Coal reserves that are not yet mined and mines that are closed or idled are not included in the information below as no reportable events occurred at those locations during the year ended December 31, 2014. There were no mining-related fatalities during the year ended December 31, 2014. PacifiCorp has not received any notice of a pattern, or notice of the potential to have a pattern, of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Mine Safety Act during the year ended December 31, 2014.



	Mine Safety Act							Legal Actions
						Total
	Section 104				Section	Value of
	Significant		Section		107(a)	Proposed		Pending
	and	Section	104(d)	Section	Imminent	MSHA		as of Last	Instituted	Resolved
	Substantial	104(b)	Citations/	110(b)(2)	Danger	Assessments		Day of	During	During
Mining Facilities	Citations ⁽¹⁾	Orders ⁽²⁾	Orders ⁽³⁾	Violations ⁽⁴⁾	Orders ⁽⁵⁾	(in thousands)		Period ⁽⁶⁾	Period	Period
Deer Creek	12	—	—	—	—	$	38	4	5	10
Bridger (surface)	3	—	2	—	—	8		3	3	4
Bridger (underground)	47	—	2	—	1	219		11	19	19
Cottonwood Preparatory Plant	—	—	—	—	—	—		—	—	—
Wyodak Coal Crushing Facility	—	—	—	—	—	—		—	—	—


(1)	Citations for alleged violations of mandatory health and safety standards that could significantly or substantially contribute to the cause and effect of a safety or health hazard under Section 104 of the Mine Safety Act.


(2)	For alleged failure to totally abate the subject matter of a Mine Safety Act Section 104(a) citation within the period specified in the citation.


(3)	For alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mandatory health or safety standard.


(4)	For alleged flagrant violations (i.e., reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury).


(5)	For the existence of any condition or practice in a coal or other mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated. The imminent danger order under Section 107(a) of the Mine Safety Act at Bridger underground mine was reconsidered and subsequently vacated by MSHA.


(6)	Amounts include 13 contests of proposed penalties under Subpart C, four contests of citations or orders under Subpart B and one labor-related complaint under Subpart E of the Federal Mine Safety and Health Review Commission's procedural rules. The pending legal actions are not exclusive to citations, notices, orders and penalties assessed by MSHA during the reporting period.