EX-10.1


 Exhibit 10.1 

Execution Version 

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT 

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2017 (this “Amendment”), among SPECTRA
ENERGY CAPITAL, LLC, a Delaware limited liability company (the “Borrower”), SPECTRA ENERGY CORP, a Delaware corporation (“Parent”), and each Lender (as defined below) party hereto. 

Reference is hereby made to (i) the Amended and Restated Credit Agreement dated as of November 1, 2013 (as heretofore amended, restated,
supplemented or otherwise modified, the “Credit Agreement,” and as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, Parent, the lenders from time to time party thereto (the
“Lenders”) and JPMorgan Chase Bank, N.A., 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 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, Parent 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 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 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 JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., 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), Mizuho Bank, Ltd. and Wells Fargo Securities, LLC.” 

2.02    Consolidations, Mergers and Sales of Assets. Section 5.09(a) of the Credit Agreement shall be amended by
amending and restating the proviso contained therein in its entirety to read as follows: 
 “provided that (A)
the Borrower may merge with another Person if the Borrower is the entity surviving such merger and, after giving effect thereto, no Event of Default or Default shall have occurred and be continuing, and (B) Parent may merge with Enbridge Parent or a
subsidiary thereof in connection with the Proposed Merger.” 
 2.03    Change of Control. Section 6.01(g)
shall be amended and restated in its entirety to read as follows: 
 “(g)    (i) Parent ceasing to
own, directly or indirectly, all of the issued and outstanding Equity Securities of the Borrower; or (ii) Enbridge Parent ceasing to own, directly or indirectly, a majority of the Voting Stock of Parent (or other Equity Securities convertible into
such Voting Stock); or” 
 Section 3.    Representations and Warranties. Parent and the Borrower represent
and warrant 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. 

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, Parent 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. 

  
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 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 each of Parent 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 each of Parent and 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, any Issuing Bank 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 PARENT, THE BORROWER AND THE LENDERS PARTY HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED 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.] 

  
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 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 CAPITAL, LLC, as Borrower
		
	By:	 	     /s/ Laura J. Buss Sayavedra

	Name:   Laura J. Buss Sayavedra
	Title:     Vice President and Treasurer
	
	SPECTRA ENERGY CORP, as Parent
		
	By:	 	     /s/ Laura J. Buss Sayavedra

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



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	     /s/ Bridget Killackey

	Name:   Bridget Killackey
	Title:     Executive Director



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







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

	Name:   Michael Clayborne
	Title:     Director



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	     /s/ Maureen Maroney

	Name:   Maureen Maroney
	Title:     Vice President



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	     /s/ Leon Mo

	Name:   Leon Mo
	Title:     Authorized Signatory



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	     /s/ Doug McDowell

	Name:   Doug McDowell
	Title:     Senior Portfolio Manager



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	     /s/ Sherwin Brandford

	Name:   Sherwin Brandford
	Title:     Director



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	     /s/ James D. Weinstein

	Name:   James D. Weinstein
	Title:     Managing Director



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	SUNTRUST BANK, as a Lender
		
	By:	 	     /s/ Chulley Bogle

	Name:   Chulley Bogle
	Title:     Vice President



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	     /s/ Ronnie Glenn

	Name:   Ronnie Glenn
	Title:     Vice President



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	     /s/ Vipul Dhadda

	Name:   Vipul Dhadda
	Title:     Authorized Signatory
		
	By:	 	     /s/ Joan Park

	Name:   Joan Park
	Title:     Authorized Signatory



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Lender
		
	By:	 	     /s/ Ming K. Chu

	Name:   Ming K. Chu
	Title:     Director
		
	By:	 	     /s/ Virginia Cosenza

	Name:   Virginia Cosenza
	Title:     Vice President



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	     /s/ Ushma Dedhiya

	Name:   Ushma Dedhiya
	Title:     Authorized Signatory



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	MORGAN STANLEY BANK, N.A.,
	as a Lender
		
	By:	 	     /s/ Patrick Layton

	Name:   Patrick Layton
	Title:     Authorized Signatory



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	     /s/ Jason S. York

	Name:   Jason S. York
	Title:     Authorized Signatory



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	UBS AG, STAMFORD BRANCH, as a Lender
		
	By:	 	     /s/ Houssem Daly

	Name:   Houssem Daly
	Title:     Associate Director
		
	By:	 	     /s/ Darlene Arias

	Name:   Darlene Arias
	Title:     Director



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	KEYBANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	     /s/ Kevin D. Smith

	Name:   Kevin D. Smith
	Title:     Senior Vice President



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	THE NORTHERN TRUST COMPANY,
	as a Lender
		
	By:	 	     /s/ Keith L. Burson

	Name:   Keith L. Burson
	Title:     Senior Vice President



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	BMO HARRIS BANK N.A., as a Lender
		
	By:	 	     /s/ Gumaro Tijerina

	Name:   Gumaro Tijerina
	Title:     Managing Director



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	SCOTIABANC INC.,
	as a Lender
		
	By:	 	     /s/ J. Lima

	Name:   J. Lima
	Title:     Associate Director



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	CANADIAN IMPERIAL BANK OF
	COMMERCE, NEW YORK BRANCH, as a Lender
		
	By:	 	     /s/ Richard Antl

	Name:   Richard Antl
	Title:     Authorized Signatory
		
	By:	 	     /s/ William M. Reid

	Name:   William M. Reid
	Title:     Authorized Signatory



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	Toronto Dominion (New York) LLC, as a Lender
		
	By:	 	     /s/ Annie Dorval

	Name:   Annie Dorval
	Title:     Authorized Signatory



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC) 







 
			
	EXPORT DEVELOPMENT CANADA,
	as a Lender
		
	By:	 	     /s/ Trevor Mulligan

	Name:   Trevor Mulligan
	Title:     Asset Manager
		
	By:	 	     /s/ David Thompson

	Name:   David Thompson
	Title:     Asset Manager



  
 Signature Page to
Amendment No. 3 to Amended and Restated Credit Agreement 
 (Spectra Energy Capital, LLC)