EX-10.2


 Exhibit 10.2 

Execution Version 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 

AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of January 5, 2017 (this “Amendment”), among SPECTRA ENERGY PARTNERS,
LP, a Delaware limited partnership (the “Borrower”), and each Lender (as defined below) party hereto. 
 Reference is
hereby made to (i) the Credit Agreement dated as of November 1, 2013 (the “Credit Agreement,” and as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, the lenders from
time to time party thereto (the “Lenders”) and The Bank of Tokyo-Mitsubishi UFJ, LTD., in its capacity as administrative agent (the “Agent”), and (ii) the Agreement and Plan of Merger dated as of
September 5, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Spectra Energy Corp, a Delaware corporation (“Parent”), Enbridge Inc. and
Sand Merger Sub, Inc., pursuant to which Parent and Enbridge Inc. (or any subsidiary thereof) may merge (the “Proposed Merger”). 

In connection with the Proposed Merger, the Borrower and the Lenders wish to amend the Credit Agreement in certain respects, and accordingly,
the parties hereto hereby agree as follows: 
 Section 1. Definitions. Except as otherwise defined in this Amendment, terms
defined in the Amended Credit Agreement are used herein as defined therein. 
 Section 2. Amendments. Subject to the
satisfaction of the conditions precedent specified in Section 4 of this Amendment, but effective immediately upon the consummation of the Proposed Merger, the Credit Agreement shall be amended as follows: 

2.01 Definitions. 
 (a)
Section 1.01 of the Credit Agreement shall be amended by adding the following definitions in the appropriate alphabetical location: 

““Enbridge Parent” means Enbridge Inc., a Canadian corporation. 

“Merger Agreement” means the Agreement and Plan of Merger dated as of September 5, 2016, as amended,
restated, supplemented, or otherwise modified from time to time, among Ultimate Parent, Enbridge Parent and Sand Merger Sub, Inc., a Delaware corporation. 

“Proposed Merger” means the proposed merger of Enbridge Parent (or any Subsidiary thereof) and Ultimate Parent
pursuant to the Merger Agreement.” 
 (b) Section 1.01 of the Credit Agreement shall be amended by restating the definition of
“Joint Lead Arrangers” in its entirety to read as follows: 
 ““Joint Lead Arrangers” means
Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of







 
its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement) and The Bank of Tokyo-Mitsubishi UFJ,
Ltd.” 
 (c) Section 1.01 of the Credit Agreement shall be amended to amend the definition of “FATCA” by
replacing the second “and” in the first sentence of the definition thereof with “, ” and inserting the phrase, “and any intergovernmental agreement between the United States and another country to implement such Sections of
the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices officially adopted by a government or governmental authority pursuant to such intergovernmental agreement” at the end of such sentence immediately prior to
the period. 
 2.02 Taxes. Section 2.15 of the Credit Agreement shall be amended as follows: 

(a) By adding a new clause (m) at the end of such Section, which reads as follows: 

“(m) For purposes of this Section 2.15, the term “applicable law” includes FATCA.” 

(b) By adding a new clause (n) at the end of such Section, which reads as follows: 

“(n) For purposes of determining withholding taxes imposed under FATCA, the Borrower and the Agent shall treat (and the
Lenders hereby authorize the Borrower and the Agent to treat) this Agreement and any Term Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).” 

2.03 Change of Control. Section 6.01(g) shall be amended and restated in its entirety to read as follows: 

“(g) (i) Ultimate Parent ceasing to own, directly or indirectly, a majority of the Voting Stock of the General Partner;
(ii) the General Partner shall cease to be the general partner of the Borrower; or (iii) Enbridge Parent ceasing to own, directly or indirectly, a majority of the Voting Stock of Ultimate Parent (or other Equity Securities convertible into
such Voting Stock); or” 
 Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders
party hereto that (a) the representations and warranties contained Section 4.01 of the Amended Credit Agreement are correct in all material respects (except for those representations and warranties qualified by “materiality,”
“Material Adverse Effect” or a like qualification, which shall be correct in all respects) on the Amendment Effective Date (as defined below) (except for those representations and warranties that specifically relate to a prior date, which
shall have been correct on such prior date) and (b) no Default or Event of Default has occurred and is continuing on the Amendment Effective Date or would result from giving effect to this Amendment. 

  
 2 







 Section 4. Conditions Precedent. This Amendment shall become effective as of the
first date (the “Amendment Effective Date”) on which the following conditions precedent have been satisfied: 
 4.01
Counterparts. The Agent shall have received one or more counterparts of this Amendment, executed and delivered by the Borrower and Lenders constituting the Required Lenders. 

4.02 Fees. The Agent shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date,
including reimbursement or payment of all reasonable and invoiced out-of-pocket fees, charges and expenses of a single counsel to the Agent in each appropriate jurisdiction (which may include a single special counsel acting in multiple
jurisdictions) and such other counsel retained with the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), required to be reimbursed or paid by the Borrower under the Amended Credit Agreement. 

Section 5. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended
hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby. 

Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect, and
the Borrower (a) ratifies, confirms and reaffirms all provisions of the Credit Agreement as amended by this Amendment, and (b) ratifies and confirms that all obligations of the Borrower under the Notes and the Credit Agreement as amended
by this Amendment are not released, reduced, or otherwise adversely affected by this Amendment. The execution and delivery of this Amendment shall not constitute a novation of any indebtedness or other obligations owing to any Lender or the Agent
under the Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Amendment. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic
means (.pdf or .tif) shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Each of the parties hereto hereby
irrevocably and unconditionally submits to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York and of any New York State court sitting in New York County, Borough of Manhattan, and any
appellate court from any such federal or state court, for purposes of all suits, actions or legal proceedings arising out of or relating to this Amendment and the Amended Credit Agreement or the transactions contemplated hereby or thereby. Each of
the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought
in such a court has been brought in an inconvenient forum. EACH OF THE BORROWER AND THE LENDERS PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED


  
 3 







 
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE AMENDED CREDIT AGREEMENT OR THE NOTES OR THE ACTIONS OF THE AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. This Amendment constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject
matter hereof. 
 [Remainder of page intentionally left blank; signature pages follow.] 

  
 4 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the day and year first above written. 
  

					
	SPECTRA ENERGY PARTNERS, LP, as Borrower
		
	By:	 	Spectra Energy Partners (DE) GP, LP,
		 	its general partner
			
		 	By:	 	Spectra Energy Partners GP, LLC,
		 		 	its general partner
			
		 	By:	 	             /s/ Laura J. Buss
Sayavedra

		 		 	Name: Laura J. Buss Sayavedra
		 		 	Title:   Vice President and Treasurer



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 (Spectra Energy Partners, LP) 







 
			
	The Bank of Tokyo-Mitsubishi UFJ, LTD., as a Lender
		
	By:	 	      /s/ Sherwin Brandford

	Name: Sherwin Brandford
	Title:   Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 (Spectra Energy Partners, LP) 







 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	      /s/ Michael Clayborne

	Name: Michael Clayborne
	Title:   Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 (Spectra Energy Partners, LP) 







 
			
	 SUMITOMO MITSUI BANKING

CORPORATION, as a Lender

		
	By:	 	      /s/ James D. Weinstein

	Name: James D. Weinstein
	Title:   Managing Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 (Spectra Energy Partners, LP)