EX-10.6



 Exhibit 10.6 

FIRST AMENDING AGREEMENT 
 THIS
AGREEMENT is made as of August 1, 2012 
 BETWEEN: 

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

OF THE FIRST PART, 
 - and - 

THE FINANCIAL INSTITUTIONS AND OTHER PERSONS SET FORTH ON THE SIGNATURE PAGES HERETO, and such other persons as become parties hereto as
lenders (hereinafter sometimes collectively referred to as the “Lenders” and sometimes individually referred to as a “Lender”), 

OF THE SECOND PART, 
 - and - 

THE TORONTO-DOMINION BANK, a Canadian chartered bank, as agent of the Lenders (hereinafter referred to as the “Agent”),

 OF THE THIRD PART. 
 WHEREAS
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: 
 “First Amending Agreement” means this first amending agreement. 

“Credit Agreement” means the credit agreement made as of August 3, 2011 between the Borrower, the Lenders and the Agent. 








  
 - 2 - 

 

 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 First 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 First Amending Agreement. The terms “this First Amending Agreement”, “hereof”, “hereunder” and similar expressions refer to this First
Amending Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto. 
 1.4 This First 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 and Supplements 

 2.1 Extension of Maturity Date. The reference to
“August 3, 2016” in the definition of “Maturity Date” contained in Section 1.1 of the Credit Agreement is hereby deleted and replaced with “August 3, 2017”. The parties hereto confirm and agree that the Maturity
Date is hereby extended to August 3, 2017. 
 2.2 Reduction in Pricing. The chart contained in the definition of “Applicable Pricing
Rate” contained in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
  

									
	 “Level
	  	 Debt Ratings

S&P/DBRS
	  	Margin on
Canadian Prime
Rate Loans and
U.S. Base Rate
Loans	  	Margin on Libor
Loans,
Acceptance Fees
for Bankers’
Acceptances	  	Standby Fee on
Credit Facility
	 1
	  	AA-/AA(low)
or higher	  	0.00% per annum	  	0.875% per annum	  	0.175% per annum
	 2
	  	A-, A or A+/
A(low), A or A (high)	  	0.00% per annum	  	1.00% per annum	  	0.200% per annum
	 3
	  	BBB+/BBB(high)	  	0.25% per annum	  	1.25% per annum	  	0.250% per annum
	 4
	  	BBB/BBB	  	0.50% per annum	  	1.50% per annum	  	0.300% per annum
	 5
	  	BBB-/BBB(low)
or lower
or if no rating	  	0.75% per annum	  	1.75% per annum	  	0.350% per annum

  

	3.	Fees 

 3.1 Amendment and Extension Fee. The Borrower hereby agrees to pay to
the Agent, for each Lender, a fee in Canadian Dollars in the amount previously offered by the Borrower to the Lenders in respect hereof. 








  
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	4.	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 First 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 First Amending Agreement, and this First 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. 
 The representations and warranties set out in this First Amending Agreement shall survive the execution and delivery of
this First 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. 
  

	5.	Condition Precedent 

 The amendments and supplements to the Credit Agreement
contained herein shall be effective upon, and shall be subject to, the satisfaction of the following conditions precedent: the Borrower shall have paid to the Agent, for the account of the Lenders, the fees contemplated by Section 3 hereof. The
foregoing condition precedent is inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions). 

 

	6.	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 First Amending Agreement, shall be and continue to be in full force and effect and the Credit
Agreement, as amended and supplemented by this First Amending Agreement, and each of the 








  
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 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 condition precedent set forth in Section 5 hereof. 

 

	7.	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 First Amending Agreement. 

 

	8.	Counterparts 

 This First 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 First Amending Agreement to produce or account for more than one such counterpart 
 [the remainder of
this page has intentionally been left blank] 







 IN WITNESS WHEREOF the parties hereto have executed this First Amending Agreement as of the date
first above written. 
  

					
	ENBRIDGE INC.
		
	By:	 	 /s/ Colin K. Gruending

		 	Name:	 	Colin K. Gruending
		 	Title:	 	Vice-President, Treasury & Tax
		
	By:	 	 /s/ Alison T. Love

		 	Name:	 	Alison T. Love
		 	Title:	 	Vice President & Corporate Secretary
	
	LENDERS:
	
	THE TORONTO-DOMINION BANK
		
	By:	 	 /s/ Greg Hickaway

		 	Name:	 	Greg Hickaway
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Glen Cameron

		 	Name:	 	Glen Cameron
		 	Title:	 	Vice President & Director
	
	 CANADIAN IMPERIAL BANK OF

COMMERCE

		
	By:	 	 /s/ Randy Geislinger

		 	Name:	 	Randy Geislinger
		 	Title:	 	Executive Director
		
	By:	 	 /s/ Joelle Chatwin

		 	Name:	 	Joelle Chatwin
		 	Title:	 	Executive Director



  
 EI 5 year Credit
Facility - First Amending Agreement 








 
			
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ Richard Lee

		 	Name: Richard Lee
		 	Title: Managing Director & IH
		
	By:	 	 /s/ Beau Filkowski

		 	Name: Beau Filkowski
		 	Title: Associate
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Sonia G. Tibbatts

		 	Name:Sonia G. Tibbatts
		 	Title: Authorized Signatory
		
	By:	 	  

		 	Name:
		 	Title:
	
	HSBC BANK CANADA
		
	By:	 	 /s/ Vivek Varma

		 	Name: Vivek Varma
		 	Title: Director
		
	By:	 	 /s/ Fabrizio Carrano

		 	Name: Fabrizio Carrano
		 	Title: Vice President
	
	BANK OF MONTREAL
		
	By:	 	 /s/ Robert Heinrichs

		 	Name: Robert Heinrichs
		 	Title: Managing Director
		
	By:	 	 /s/ Louis-Francois Laberge

		 	Name: Louis-Francois Laberge
		 	Title: Associate



  
 EI 5 year Credit
Facility - First Amending Agreement 








 
			
	UBS AG CANADA BRANCH
		
	By:	 	 /s/ Irja R. Otsa

		 	Name: Irja R. Otsa
		 	Title: Attorney-in-Fact
		
	By:	 	 /s/ Mary E. Evans

		 	Name: Mary E. Evans
		 	Title: Attorney-in-Fact
	
	DNB NOR BANK ASA
		
	By:	 	 /s/ Cathleen Buckley

		 	Name: Cathleen Buckley
		 	Title: Senior Vice President
		
	By:	 	 /s/ Andrea Ozbolt

		 	Name: Andrea Ozbolt
		 	 Title: Vice President

	
	DEUTSCHE BANK AG, CANADA BRANCH
		
	By:	 	 /s/ Paul Jurist

		 	Name: Paul Jurist
		 	 Title: Managing Director & Chief
 Country
Officer

		
	By:	 	 /s/ Marcellus Leung

		 	Name: Marcellus Leung
		 	Title: Assistant Vice President
	
	JPMORGAN CHASE BANK, N.A. TORONTO BRANCH
		
	By:	 	 /s/ Juan Javellana

		 	Name: Juan Javellana
		 	Title: Executive Director
		
	By:	 	  

		 	Name:
		 	Title:



  
 EI 5 year Credit
Facility - First Amending Agreement 








 
			
	NATIONAL BANK OF CANADA
		
	By:	 	 /s/ John Niedermier

		 	Name: John Niedermier
		 	Title: Authorized Signatory
		
	By:	 	 /s/ Mark Williamson

		 	Name: Mark Williamson
		 	Title: Authorized Signatory
	
	SOCIÉTÉ-GÉNÉRALE (CANADA BRANCH)
		
	By:	 	 /s/ Michel Hurtubise

		 	Name: Michel Hurtubise
		 	Title: Managing Director
		
	By:	 	 /s/ Adam Smith

		 	Name: Adam Smith
		 	Title: Vice President
	
	BNP PARIBAS (CANADA)
		
	By:	 	 /s/ Evan Ivanov

		 	Name: Evan Ivanov
		 	Title: Director
		
	By:	 	 /s/ Allan Fordyce

		 	Name: Allan Fordyce
		 	Title: Managing Director
	
	BANK OF AMERICA, N.A., CANADA BRANCH
		
	By:	 	 /s/ JAMES K.G. CAMPBELL

		 	Name: JAMES K.G. CAMPBELL
		 	Title: DIRECTOR
		
	By:	 	  

		 	Name:
		 	Title:



  
 EI 5 year Credit
Facility - First Amending Agreement 








 
			
	CITIBANK N.A., CANADIAN BRANCH
		
	By:	 	 /s/ GORDON DEKUYPER

		 	Name: GORDON DEKUYPER
		 	Title: Managing Director
		
	By:	 	  

		 	Name:
		 	Title:
	
	THE ROYAL BANK OF SCOTLAND N.V., (CANADA) BRANCH
		
	By:	 	 /s/ Shehan J. De Silva

		 	Name: Shehan J. De Silva
		 	Title: Vice President
		
	By:	 	 /s/ David R. Wingfelder

		 	Name: David R. Wingfelder
		 	Title: Managing Director
	
	BANK OF TOYKO - MITSUBUSHI UFJ (CANADA)
		
	By:	 	 /s/ Davis J. Stewart

		 	Name: Davis J. Stewart
		 	 Title: Executive Vice President
 and General
Manager

		
	By:	 	  

		 	Name:
		 	Title:
	
	MIZUHO COPORATE BANK, LTD.
		
	By:	 	 /s/ ROB MacKINNON

		 	Name: ROB MacKINNON
		 	 Title:Senior Vice President
 Canada
Branch

		
	By:	 	  

		 	Name:
		 	Title:



  
 EI 5 year Credit
Facility - First Amending Agreement 








 
			
	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Kelly Chin

		 	Name: Kelly Chin
		 	Title: Authorized Signatory
		
	By:	 	  

		 	Name:
		 	Title:
	
	AGENT:
	
	THE TORONTO-DOMINION BANK, in its capacity as Agent
		
	By:	 	 /s/ Feroz Haq

		 	Name: Feroz Haq
		 	 Title: Vice President, Loan

Synidcations - Agency

		
	By:	 	  

		 	Name:
		 	Title:



  
 EI 5 year Credit
Facility - First Amending Agreement