EX-10.3



 Exhibit 10.3 
  

 
 CDN.$1,500,000,000 NON-REVOLVING
TERM CREDIT FACILITY 
  
  

SECOND AMENDING AGREEMENT MADE AS OF MARCH 31, 2016 TO THE CREDIT 

AGREEMENT MADE AS OF MAY 15, 2015 

BETWEEN 
 ENBRIDGE INC.

 as Borrower 

AND 
 THE
TORONTO-DOMINION BANK 
 as Agent of the Lenders and on behalf of itself and the Majority of the Lenders 

 
  

The Toronto-Dominion Bank, Royal Bank of Canada, National Bank of Canada 

and Bank of Montreal 
 as
Joint Book Runners 
 The Toronto-Dominion Bank, Royal Bank of Canada, National Bank of Canada 

and Bank of Montreal 
 as
Co-Lead Arrangers 
 The Toronto-Dominion Bank 

as Administrative Agent 

Sumitomo Mitsui Banking Corporation of Canada 

as Syndication Agent 

HSBC Bank USA, N.A., Bank of America, N.A., Canada Branch, Société Généralé, 

Mizuho Bank, Ltd. and The Bank of Nova Scotia 

as Documentation Agents 







 SECOND AMENDING AGREEMENT 

THIS AGREEMENT is made as of March 31, 2016 
 BETWEEN: 

ENBRIDGE INC., a corporation subsisting under the laws of Canada (hereinafter referred to as the
“Borrower”), 
 OF THE FIRST PART, 

-and- 

THE TORONTO-DOMINION BANK, a Canadian chartered bank, as agent of the Lenders (as hereinafter defined)
(hereinafter referred to as the “Agent”) for itself and on behalf of the Majority of the Lenders (as defined in the hereinafter defined Credit Agreement), 

OF THE SECOND PART. 
 WHEREAS
pursuant to Section 14.10 of the Credit Agreement the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as hereinafter set forth; 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows: 
  

	1.	Interpretation 

 1.1 In this Agreement and the recitals hereto, unless something in the subject
matter or context is inconsistent therewith: 
 “Credit Agreement” means the credit agreement made as of May 15, 2015 between the
Borrower, the lenders party thereto (the “Lenders”) and the Agent, as amended by a first amending agreement made as of August 26, 2015. 

“Second Amending Agreement” means this Second Amending Agreement. 

1.2 Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Credit Agreement. 

1.3 The division of this Second Amending Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the
construction or interpretation of this Second Amending Agreement. The terms “this Second Amending Agreement”, “hereof”, “hereunder” and similar expressions refer to this Second Amending









 
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Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto. 

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

	2.	Amendments 

 2.1 Section 9.1(b)(iii). The semi-colon at the end of
Section 9.1(b)(iii) is deleted and replaced with a comma and the following text is inserted after the comma: “provided that the unaudited annual financial statements for the Borrower on an unconsolidated basis for the fiscal year ended
December 31, 2015 may be delivered within 120 days after the end of such fiscal year;”. 
  

	3.	Representations and Warranties 

 The Borrower hereby represents and warrants as
follows to each Lender and the Agent and acknowledges and confirms that each Lender and the Agent is relying upon such representations and warranties: 
  

	 	(a)	Capacity, Power and Authority 

  

	 	(i)	It is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation or creation and has all the requisite corporate capacity, power and authority to carry on its business as presently
conducted and to own its property; and 

  

	 	(ii)	It has the requisite corporate capacity, power and authority to execute and deliver this Sixth Amending Agreement. 

  

	 	(b)	Authorization; Enforceability 

 It has taken or caused to be taken all necessary action
to authorize, and has duly executed and delivered, this Sixth Amending Agreement, and this Sixth Amending Agreement is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, winding-up, insolvency, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and to the equitable and statutory powers of the courts having jurisdiction with
respect thereto. 
  

	 	(c)	Credit Agreement Representation and Warranties 

 Except for those representations and
warranties expressly stated to be made as of a certain date, each of the representations and warranties set forth in Article 8 of the Credit Agreement is true and accurate in all material respects as of the date hereof. 








 
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 The representations and warranties set out in this Sixth Amending Agreement shall survive the
execution and delivery of this Sixth Amending Agreement and the making of each Drawdown, notwithstanding any investigations or examinations which may be made by the Agent, the Lenders or Lenders’ Counsel. Such representations and warranties
shall survive until the Credit Agreement has been terminated. 
  

	4.	Conditions Precedent 

 The amendments and supplements to the Credit Agreement
contained herein shall be effective upon, and shall be subject to, (a) the Agent being authorized to execute this Second Amending Agreement on behalf of the Majority of the Lenders and the Agent having done so; and (b) the Agent having
received an executed copy of this Second Amending Agreement from the Borrower. 
  

	5.	Confirmation of Credit Agreement and other Documents 

 The Credit Agreement and
the other Documents to which the Borrower is a party and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Second Amending Agreement, shall be and continue to be in full force and effect and the Credit
Agreement, as amended and supplemented by this Second Amending Agreement, and each of the other Documents to which the Borrower is a party is hereby ratified and confirmed and shall from and after the date hereof continue in full force and effect as
herein amended and supplemented, with such amendments and supplements being effective upon satisfaction of the conditions precedent set forth in Section 4 hereof. This Second Amending Agreement shall constitute a Document for purposes of the
Credit Agreement and the other Documents. The execution, delivery and effectiveness of this Second Amending Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under
any of the Documents, nor constitute a waiver of any provision of any of the Documents. 
  

	6.	Further Assurances 

 The parties hereto shall from time to time do all such
further acts and things and execute and deliver all such documents as are required in order to effect the full intent of and fully perform and carry out the terms of this Second Amending Agreement. 

 

	7.	Counterparts 

 This Second Amending Agreement may be executed in any number of
counterparts and delivered by facsimile or other means of electronic communication, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be
necessary in making proof of this Second Amending Agreement to produce or account for more than one such counterpart. 
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 IN WITNESS WHEREOF the parties hereto have executed this Second Amending Agreement as of the
date first above written. 
  

			
	ENBRIDGE INC.
		
	Per:	 	 /s/ Patrick R. Murray

		 	Patrick R. Murray
		 	Vice President, Treasury
		
	Per:	 	 /s/ Tyler W. Robinson

		 	Tyler W. Robinson
		 	Vice President & Corporate Secretary










 
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	LENDERS:
	
	THE TORONTO-DOMINION BANK, on behalf of itself and the Majority of the Lenders
		
	Per:	 	 /s/ Feroz Haq

		 	Name: Feroz Haq
		 	Title:   Director, Loan Syndications - Agency
		
	Per:	 	  

		 	Name:
		 	Title: