EX-10.7



 Exhibit 10.7 
  

 
 CDN.$2,325,000,000 REVOLVING
TERM CREDIT FACILITY 
  
  

SECOND AMENDING AGREEMENT MADE AS OF JULY 31, 2013 TO THE 

CREDIT AGREEMENT MADE AS OF AUGUST 3, 2011 

BETWEEN 
 ENBRIDGE INC.

 as Borrower 

AND 
 THE FINANCIAL
INSTITUTIONS AND OTHER PERSONS 
 SET FORTH ON SCHEDULE A HERETO, 

and such other persons 

as become parties hereto as lenders, 

as Lenders 
 AND 

THE TORONTO-DOMINION BANK 

as Agent of the Lenders 
  

 
 TD Securities, The Bank of Nova
Scotia and Canadian Imperial Bank of Commerce 
 as Joint Book Runners 

TD Securities, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and RBC 

Capital Markets 
 as
Co-Lead Arrangers 
 The Toronto-Dominion Bank 

as Administrative Agent 

The Bank of Nova Scotia 

as Syndication Agent 

Canadian Imperial Bank of Commerce and RBC Capital Markets 

as Co-Documentation Agents 







 SECOND AMENDING AGREEMENT 

THIS AGREEMENT is made as of July 31, 2013 
 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: 
 “Credit Agreement” means the credit agreement made as of August 3, 2011 between the
Borrower, the Lenders and the Agent as amended by the first amending agreement made as of August 1, 2012. 
 “Second Amending Agreement”
means this second amending agreement. 








 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 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 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 and Supplements 

 2.1 Extension of Maturity Date. The reference to
“August 3, 2017” in the definition of “Maturity Date” contained in Section 1.1 of the Credit Agreement is hereby deleted and replaced with “August 3, 2018”. The parties hereto confirm and agree that the Maturity
Date is hereby extended to August 3, 2018. 
 2.2 Increase in Credit Facility. The existing definition of “Credit Facility”
contained in Section 1.1 of the Credit Agreement is hereby amended to delete “Cdn.$2,250,000,000” where it appears in the second line thereof and to substitute therefor the amount of “Cdn.$2,325,000,000”. The parties hereto
hereby confirm and agree that the maximum principal amount of the Credit Facility is hereby increased to Cdn.$2,325,000,000 from Cdn.$2,250,000,000. 
 2.3
New Schedule A; Revised Commitments. Schedule A to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto, inter alia, to provide that the Commitment of each Lender shall be the
amount set forth opposite its name on such new Schedule A. 
 2.4 New Schedule C; Revised Compliance Certificate. Schedule C to the
Credit Agreement is hereby deleted in its entirety and replaced with Schedule C attached hereto. 
 2.5 Addition of “Permitted
Increase/Accordion” Clause. The Credit Agreement is hereby amended to add the following new Section 2.24 immediately after the existing Section 2.23: 

“2.24 Increase in Credit Facility 

The Borrower may, at any time and from time to time, increase the Commitments (the “Additional Commitments”) available
hereunder and the maximum principal amount of the Credit Facility by adding additional financial institutions as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders, or any
combination thereof. The right to increase the Credit Facility by Additional Commitments shall be subject to the following: 








 3 
  


	 	(a)	no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same and confirming (i) its corporate authorization to
make such increase, (ii) the truth and accuracy of its representations and warranties hereunder and (iii) that no consents, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full
force and effect, unamended), each as at the effective date of such increase; 

  

	 	(b)	after giving effect to any such increase, the maximum principal amount of the Credit Facility shall not exceed Cdn.$2,500,000,000; 

  

	 	(c)	the Agent and the Short Notice Lenders shall have consented to any additional financial institution becoming a Lender, such consent not to be unreasonably withheld; and 


 

	 	(d)	the Borrower and the existing Lender or the financial institution being added, as the case may be, shall execute and deliver such documentation as is required by the Agent, acting reasonably, to effect the increase in
question (including the partial assignment of Loans or purchase of participations from Lenders to the extent necessary to ensure that, after giving effect to such increase, each Lender holds its Rateable Portion of each outstanding Loan under the
Credit Facility) and, if applicable, to novate such new financial institution as a Lender under the Documents.”. 

 2.6 Amendment
to Representations and Warranties. Subparagraph (m) contained in Section 8.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

 

	 	“(m)	Ownership of EPI and NW 

 As of the date hereof, EPI and NW are each, directly or
indirectly, wholly-owned Subsidiaries of the Borrower.”. 
  

	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. 
  

	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 










 4 
  


	 	
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 Second 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 Second Amending Agreement, and this Second 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 Second Amending Agreement shall survive the execution and delivery of
this Second 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 condition precedent that 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 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 condition precedent set forth in Section 5 hereof. 








 5 
  


	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 Second Amending Agreement. 

 

	8.	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 
 [the remainder of
this page has intentionally been left blank] 







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

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

		 	Colin K. Gruending
		 	Vice President, Treasury & Tax
		
	By:	 	 /s/ Tyler W. Robinson

		 	Tyler W. Robinson
		 	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: Director
	
	CANADIAN IMPERIAL BANK OF COMMERCE
		
	By:	 	 /s/ Randy Geislinger

		 	Name: Randy Geislinger
		 	Title: Executive Director
		
	By:	 	 /s/ Kevin McConnell

		 	Name: Kevin McConnell
		 	Title: Executive Director



  
 EI 5 year Credit
Facility - Second Amending Agreement 








 
					
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ John Hunt

		 	Name:	 	 John Hunt

		 	Title:	 	Managing Director
		
	By:	 	 /s/ Beau Filkowski

		 	Name:	 	Beau Filkowski
		 	Title:	 	Associate
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Lillian M.A. D’Aleo

		 	Name:	 	Lillian M.A. D’Aleo
		 	Title:	 	Authorized Signatory
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	HSBC BANK CANADA
		
	By:	 	 /s/ Jean-Philippe Gariazzo

		 	Name:	 	Jean-Philippe Gariazzo
		 	Title:	 	Vice President
		
	By:	 	 /s/ Glen Chui

		 	Name:	 	Glen Chui
		 	Title:	 	Analyst
	
	BANK OF MONTREAL
		
	By:	 	 /s/ Ebba Jantz

		 	Name:	 	Ebba Jantz
		 	Title:	 	Vice President
		
	By:	 	 /s/ Louis-Francois Laberge

		 	Name:	 	Louis-Francois Laberge
		 	Title:	 	Associate



  
 EI 5 year Credit
Facility - Second Amending Agreement 








 
			
	UBS AG CANADA BRANCH
		
	By:	 	 /s/ Lana Gifas

		 	Name: Lana Gifas
		 	Title: Director Banking Products Services, US
		
	By:	 	 /s/ Joselin Fernandes

		 	Name: Joselin Fernandes
		 	 Title: Associate Director
 Banking Products
Services, US

	
	DNB BANK ASA, GRAND CAYMAN BRANCH
		
	By:	 	 /s/ Cathleen Buckley

		 	Name: Cathleen Buckley
		 	Title: Senior Vice President
		
	By:	 	 /s/ Thomas Tangen

		 	Name: Thomas Tangen
		 	 Title: Senior Vice President
 Head of Corporate
Banking

	
	DEUTSCHE BANK AG, CANADA BRANCH
		
	By:	 	 /s/ Scott Lampard

		 	Name: Scott Lampard
		 	Title: Managing Director
		
	By:	 	 /s/ Marcellus Leung

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

		 	Name: Juan J. Javellana
		 	Title: Executive Director
		
	By:	 	  

		 	Name:
		 	Title:



  
 EI 5 year Credit
Facility - Second Amending Agreement 








 
					
	NATIONAL BANK OF CANADA
		
	By:	 	 /s/ Mark Williamson

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

		 	Name:	 	John Niedermier
		 	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/ Michael Gosselin

		 	Name:	 	Michael Gosselin
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Evan Ivanov

		 	Name:	 	Evan Ivanov
		 	Title:	 	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 - Second Amending Agreement 








 
					
	CITIBANK N.A., CANADIAN BRANCH
		
	By:	 	 /s/ Jonathan Cain

		 	Name:	 	Jonathan Cain
		 	Title:	 	Authorized Signatory
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	THE ROYAL BANK OF SCOTLAND PLC, CANADA BRANCH
		
	By:	 	 /s/ Shehan J. De Silva

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

		 	Name:	 	David Wright
		 	Title:	 	Director Head of Client Management Canada
	
	BANK OF TOKYO - MITSUBISHI UFJ (CANADA)
		
	By:	 	 /s/ Davis J. Stewart

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

		
	By:	 	  

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

		 	Name:	 	Rob MacKINNON
		 	Title:	 	Senior Vice President Canada Branch
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 EI 5 year Credit
Facility - Second Amending Agreement 








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

		 	Name:	 	Kelly Chin
		 	Title:	 	Authorized Signatory
		
	By:	 	 N/A

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

		 	Name:	 	Feroz Haq
		 	Title:	 	 Vice President,
 Loan Syndications -
Agency

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 EI 5 year Credit
Facility - Second Amending Agreement 








 SCHEDULE A 

LENDERS AND COMMITMENTS 
  

					
	 Lender
	  	Commitment	 
	 The Toronto-Dominion Bank
	  	Cdn.$	263,300,000	  
	 Canadian Imperial Bank of Commerce
	  	Cdn.$	233,000,000	  
	 The Bank of Nova Scotia
	  	Cdn.$	226,300,000	  
	 Royal Bank of Canada
	  	Cdn.$	205,300,000	  
	 HSBC Bank Canada
	  	Cdn.$	175,000,000	  
	 Bank of Montreal
	  	Cdn.$	170,100,000	  
	 UBS AG Canada Branch
	  	Cdn.$	135,000,000	  
	 DNB Bank ASA, Grand Cayman Branch
	  	Cdn.$	150,000,000	  
	 Deutsche Bank AG, Canada Branch
	  	Cdn.$	110,000,000	  
	 JPMorgan Chase Bank, N.A. Toronto Branch
	  	Cdn.$	100,000,000	  
	 National Bank of Canada
	  	Cdn$	80,000,000	  
	 Société Générale (Canada Branch)
	  	Cdn.$	75,000,000	  
	 BNP Paribas (Canada)
	  	Cdn.$	125,000,000	  
	 Bank of America, N.A., Canada Branch
	  	Cdn.$	71,000,000	  
	 Citibank N.A., Canadian Branch
	  	Cdn.$	66,000,000	  
	 The Royal Bank of Scotland plc, Canada Branch
	  	Cdn$	35,000,000	  
	 Bank of Tokyo-Mitsubishi UFJ (Canada)
	  	Cdn$	35,000,000	  
	 Mizuho Bank, Ltd.
	  	Cdn$	35,000,000	  
	 Morgan Stanley Bank, N.A.
	  	Cdn$	35,000,000	  
		
	 Total
	  	Cdn$	2,325,000,000	  








 SCHEDULE C 

COMPLIANCE CERTIFICATE 
  

			
	TO:	  	The Toronto-Dominion Bank, in its capacity as agent of the Lenders (the “Agent”)
		
	AND TO:	  	Each of the Lenders

  

	1.	Reference is made to the credit agreement made as of August 3, 2011 between Enbridge Inc., as Borrower, The Toronto-Dominion Bank and the other persons party thereto in their capacity as Lenders and the Agent and
relating to the establishment of a certain credit facility in favour of the Borrower (as amended, modified, supplemented or restated, the “Credit Agreement”). Capitalized terms used herein, and not otherwise defined herein,
shall have the meanings attributed to such terms in the Credit Agreement. 

  

	2.	This Compliance Certificate is delivered pursuant to Section 9.1(b)(iv) of the Credit Agreement. 

  

	3.	The undersigned, [name], [title] of the Borrower, hereby certifies that, as of the date of this Compliance Certificate, I have made or caused to be made such investigations as are necessary or appropriate for the
purposes of this Compliance Certificate and: 

  

	 	(a)	the representations and warranties made by the Borrower in Section 8.1 of the Credit Agreement are true and correct as at the date hereof, except as has heretofore been notified to the Agent by the Borrower in writing
[or except as described in Schedule      hereto]; 

  

	 	(b)	no Default or Event of Default has occurred and is continuing, except as has heretofore been notified to the Agent by the Borrower in writing [or except as described in Schedule      hereto];


  

	 	(c)	as at the Quarter End ending ●, ●, the Consolidated Shareholders’ Equity was Cdn.$●; attached hereto as Exhibit A is a determination of Consolidated Shareholders’ Equity as at the
aforementioned Quarter End, together with particulars of each of the definitions and elements included in the determination thereof; and 

  

	 	(d)	as at the end of the aforementioned Quarter End, the Consolidated Funded Obligations was ●% of the Issue Test Total Consolidated Capitalization; attached hereto as Exhibit B is a determination of the percentage of
Consolidated Funded Obligations to the Issue Test Total Consolidated Capitalization as at the end of the aforementioned Quarter End, together with particulars of each of the definitions and elements included in the determination thereof.


 I give this Compliance Certificate on behalf of the Borrower and in my capacity as the [title] of the Borrower, and
no personal liability is created against or assumed by me in the giving of this Compliance Certificate. 







 Dated at ●, this ● day of ●, ●. 

 

					
	ENBRIDGE INC.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
	By:	 	  

		 	Name:	 	
		 	Title: