EX-10.2



 Exhibit 10.2 
  

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

FIRST AMENDING AGREEMENT MADE AS OF AUGUST 26, 2015 TO THE CREDIT 

AGREEMENT MADE AS OF MAY 15, 2015 

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 
  

 
 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 







 FIRST AMENDING AGREEMENT 

THIS AGREEMENT is made as of August 26, 2015 
 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 SET FORTH ON THE SIGNATURE PAGES HEREOF UNDER THE HEADING
“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 May 15, 2015 between the
Borrower, the Lenders and the Agent. 
 “First Amending Agreement” means this First 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. 








 
 2
 
  

 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 Provision of Unconsolidated Annual Financial Statements.
Section 9.1(b) of the Credit Agreement is hereby amended to delete Section 9.1(b)(iii) in its entirety and to add the following as Sections 9.1(b)(iii) and 9.1(b)(iv): 

“(iii) Unconsolidated Annual Financials – as soon as available, and in any event, within 90 days after the end of each of its
fiscal years, copies of unaudited annual financial statements for the Borrower on an unconsolidated basis consisting of a statement of financial position, statement of earnings and statement of cash flows for each such year, together with the notes
thereto, all prepared in accordance with GAAP consistently applied; and 
 (iv) Compliance Certificate – concurrently with
furnishing the financial statements pursuant to Sections 9.1(b)(i), (ii) or (iii), a Compliance Certificate from the Borrower.” 
 2.2
Minimum Consolidated Shareholders’ Equity. The text of Section 9.3(a) of the Credit Agreement is hereby deleted in its entirety and replaced with “[reserved]”. 

2.3 Issue Test Replaced by Maintenance Test. Section 9.3(b) of the Credit Agreement is hereby deleted in it is entirety and replaced with
the following: 
  

	 	“(b)	Maintenance Test 

 The Borrower shall maintain, as of the last day of each Fiscal
Quarter, a ratio of Consolidated Funded Obligations to Maintenance Test Total Consolidated Capitalization of no more than 75%. For the purposes of this Section 9.3(b), the principal of all Consolidated Funded Obligations or Subordinated Debt
which is payable or will be payable in a foreign currency shall be converted to Canadian Dollars at the noon rate of exchange for Canadian interbank transactions on the date which Maintenance Test Total Consolidated Capitalization is
determined.” 
 2.4 Replacement of Definition of Issue Test Total Consolidated Capitalization. In Section 1.1 of the Credit
Agreement and in all other places where they appear in the Credit Agreement, the words “Issue Test Total Consolidated Capitalization” are hereby replaced with the words “Maintenance Test Total Consolidated Capitalization”. 

2.5 Exchange and Confidentiality of Information. Section 14.1(2) of the Credit Agreement is hereby amended by revising
Section 14.1(2)(e) to delete the phrase “a participation” in the 








 
 3
 
  

 
third line thereof and replace same with the phrase “an actual or prospective assignment of or participation”. 
  


	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 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. 
  

	4.	Conditions Precedent 

 The amendments and supplements to the Credit Agreement
contained herein shall be effective upon, and shall be subject to, the Agent having received all executed counterparts to this First Amending Agreement. 
  

	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 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 other Documents to which the Borrower is a party is hereby ratified and confirmed and shall 








 
 4
 
  

 
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 First Amending Agreement shall constitute a Document for purposes of the Credit Agreement and the other Documents. The execution, delivery and effectiveness of this First 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 First Amending Agreement. 

 

	7.	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] 








 
 5
 
  

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

			
	ENBRIDGE INC.
		
	Per:	 	 /s/ Tyler W. Robinson

		 	Name: Tyler W. Robinson
		 	Title: Vice President & Corporate Secretary
		
	Per:	 	 /s/ Patrick Murray

		 	Name: Patrick Murray
		 	Title: VP Treasury










 
 6
 
  


			
	LENDERS:
	
	THE TORONTO-DOMINION BANK
		
	Per:	 	 /s/ David Radomsky

		 	Name: David Radomsky
		 	Title: Director
		
	Per:	 	 /s/ Glen Cameron

		 	Name: Glen Cameron
		 	Title: Director










 
 7
 
  


			
	ROYAL BANK OF CANADA
		
	Per:	 	 /s/ Sonia G. Tibbatts

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

		 	Name:
		 	Title:










 
 8
 
  


			
	NATIONAL BANK OF CANADA
		
	Per:	 	 /s/ Mark Williamson

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

		 	Name: John Niedermier
		 	Title: Authorized Signatory










 
 9
 
  


			
	BANK OF MONTREAL
		
	Per:	 	 /s/ Ebba Jantz

		 	Name: Ebba Jantz
		 	Title: Director
		
	Per:	 	 /s/ Jennifer Guo

		 	Name: Jennifer Guo
		 	Title: Associate










 
 10
 
  


			
	SUMITOMO MITSUI BANKING CORPORATION OF CANADA
		
	Per:	 	 /s/ Makoto Oko

		 	Name: Makoto Oko
		 	Title: Senior Vice President
		
	Per:	 	  

		 	Name:
		 	Title:










 
 11
 
  


			
	HSBC BANK USA, N.A.
		
	Per:	 	 /s/ Alexander Rea

		 	Name: Alexander Rea
		 	 Title: Senior Vice President
 Multinationale
#19168

		
	Per:	 	  

		 	Name:
		 	Title:










 
 12
 
  


			
	BANK OF AMERICA, N.A., CANADA BRANCH
		
	Per:	 	 /s/ James K.G. Campbell

		 	Name: James K.G. Campbell
		 	Title: Director
		
	Per:	 	  

		 	Name:
		 	Title:










 
 13
 
  


			
	SOCIÉTÉ GÉNÉRALÉ
		
	Per:	 	 /s/ Yao Wang

		 	Name: Yao Wang
		 	Title: Director
		
	Per:	 	  

		 	Name:
		 	Title:










 
 14
 
  


			
	MIZUHO BANK, LTD.
		
	Per:	 	 /s/ Brad C. Crilly

		 	Name: Brad C. Crilly
		 	Title: Senior Vice President
		
	Per:	 	  

		 	Name:
		 	Title:










 
 15
 
  


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

		 	Name: John Hunt
		 	Title: Managing Director
		
	Per:	 	 /s/ Blair Graves

		 	Name: Blair Graves
		 	Title: Associate










 
 16
 
  


			
	DNB CAPITAL LLC
		
	Per:	 	 /s/ Joe Hykle

		 	Name: Joe Hykle
		 	Title: Senior Vice President
		
	Per:	 	 /s/ Andrea Ozbolt

		 	Name: Andrea Ozbolt
		 	Title: First Vice President










 
 17
 
  


			
	CAISSE CENTRALE DESJARDINS
		
	Per:	 	 /s/ Oliver Sumugod

		 	Name: Oliver Sumugod
		 	Title: Director
		
	Per:	 	 /s/ Matt van Remmen

		 	Name: Matt van Remmen
		 	Title: Managing Director










 
 18
 
  


			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
		
	Per:	 	 /s/ Lucie Campos Caresmel

		 	Name: Lucie Campos Caresmel
		 	Title: Director
		
	Per:	 	 /s/ Gary Herzog

		 	Name: Gary Herzog
		 	Title: Managing Director










 
 19
 
  


			
	CITIBANK CANADA
		
	Per:	 	 /s/ Jonathan Cain

		 	Name: Jonathan Cain
		 	Title: Authorized Signatory
		
	Per:	 	  

		 	Name:
		 	Title:










 
 20
 
  


			
	BNP PARIBAS
		
	Per:	 	 /s/ Evan Ivanov

		 	Name: Evan Ivanov
		 	Title: Director
		
	Per:	 	 /s/ Zainuddin Ahmed

		 	Name: Zainuddin Ahmed
		 	Title: Vice President










 
 21
 
  


			
	ALBERTA TREASURY BRANCHES
		
	Per:	 	 /s/ Tyler Maiden

		 	Name: Tyler Maiden
		 	Title: Director, Energy
		
	Per:	 	 /s/ Craig Mathison

		 	Name: Craig Mathison
		 	Title: Associate Director










 
 22
 
  


			
	AGENT:
	
	 THE TORONTO-DOMINION BANK,

in its capacity as the Agent

		
	Per:	 	 /s/ Feroz Haq

		 	Name: Feroz Haq
		 	Title: Director, Loans Syndications - Agency