EX-10.8



 Exhibit 10.8 
  

 
 CDN.$2,475,000,000 REVOLVING
TERM CREDIT FACILITY 
  
  

THIRD AMENDING AGREEMENT MADE AS OF FEBRUARY 13, 2014 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, Canadian Imperial Bank of Commerce and BNP 
 Paribas (Canada) 

as Joint Book Runners 

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

Capital Markets and BNP Paribas (Canada) 

as Co-Lead Arrangers 

The Toronto-Dominion Bank 

as Administrative Agent 

The Bank of Nova Scotia 

as Syndication Agent 

Canadian Imperial Bank of Commerce, RBC Capital Markets and BNP Paribas (Canada) 

as Co-Documentation Agents 







 THIRD AMENDING AGREEMENT 

THIS AGREEMENT is made as of February 13, 2014 
 BETWEEN: 

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

OF THE FIRST PART, 
 - and - 

THE AGENT, on behalf of the persons party to the credit agreement referenced below as lenders (hereinafter sometimes collectively
referred to as the “Lenders” and sometimes individually referred to as a “Lender”), 
 OF THE SECOND PART,

 -and- 
 BNP PARIBAS
(CANADA), 
 OF THE THIRD PART, 

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








 2 
  

 “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 and the second amending agreement made as of July 31, 2013. 

“Third Amending Agreement” means this third 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 Third 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 Third Amending Agreement. The terms “this Third Amending Agreement”, “hereof”, “hereunder” and similar expressions refer to this Third Amending Agreement and not to any
particular Section or other portion hereof and include any agreements supplemental hereto. 
 1.4 This Third 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 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.$2,325,000,000” where it appears in the second line thereof and to substitute therefor the amount of
“Cdn.$2,475,000,000”.
 The parties hereto hereby confirm and agree that (a) the maximum principal amount of the Credit Facility is hereby
increased to Cdn.$2,475,000,000 from Cdn.$2,325,000,000 and (b) the increase in the Credit Facility is effected pursuant to an increase in the Commitment of BNP Paribas (Canada) from Cdn.$125,000,000 to Cdn.$275,000,000 pursuant to and in accordance
with Section 2.24 of the Credit Agreement. 
 Each of the Short Notice Lenders hereby consents to the increase in the maximum principal amount of the Credit
Facility and the increase in the Commitment of BNP Paribas (Canada) as provided for herein. 
 2.2 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. 
  

	3.	Fees 

 3.1 Upfront Fee. The Borrower hereby agrees to pay to the Agent, for BNP
Paribas (Canada), a fee in Canadian Dollars in the amount previously offered by the Borrower to such Lender in respect hereof. 








 3 
  


	4.	Funding of Loans to Reflect Revised Commitments 

 4.1 Funding of Outstanding Loans other
than Bankers’ Acceptances and Libor Loans. In order to give effect to the foregoing, upon the satisfaction of the conditions precedent set forth in Section 6 hereof, each of the Lenders hereby agrees to take all steps and actions
and execute and deliver all agreements, instruments and other documents as may be required by the Agent or any of the Lenders (including the assignment of interests in, or the purchase of participations in, existing Loans) to give effect to the
foregoing increase in the Credit Facility and revised Commitments and to ensure that the Obligations owing to each Lender under the Credit Facility are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations
under the Credit Facility after giving effect to such increase and revised Commitments; provided that, the foregoing provisions of this Section 4.1 shall not apply to any Libor Loans and Bankers’ Acceptances outstanding on the date hereof (such
Libor Loans and Bankers’ Acceptances being dealt with in Section 4.2 below). 
 4.2 Outstanding Libor Loans and Bankers’
Acceptances. 
  

	 	(a)	The parties hereby acknowledge that, on the date hereof, Libor Loans and Bankers’ Acceptances having terms to maturity ending after the date hereof may be outstanding (the “Outstanding Libor Loans and BAs
”). Notwithstanding any provision of the Credit Agreement or this Agreement to the contrary, BNP Paribas (Canada), the Lender which has increased its Commitment pursuant hereto, shall not, (with respect to the increased amounts of its
Commitment) have any right, title, benefit or interest in or to any Outstanding Libor Loans and BAs nor any obligation or liability to the other Lenders in respect thereof, it being acknowledged and agreed by the parties hereto that any obligation
of the Borrower to pay or reimburse the Lenders in respect of the Outstanding Libor Loans and BAs is solely a risk and for the account of the Lenders based upon their respective Commitments as in effect prior to and without regard to the provisions
of this Agreement. 

  

	 	(b)	Notwithstanding the foregoing, from time to time, as the Outstanding Libor Loans and BAs mature and Rollovers and Conversions are made by the Borrower in respect thereof, each of the Lenders shall participate in the
Loans effecting such Rollovers and Conversions to the full extent of its revised Commitment after giving effect to the provisions of this Agreement. 

  

	5.	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 Third 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 Third Amending Agreement, and this Third 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 Third Amending Agreement shall survive the execution and delivery of
this Third 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. 
  

	6.	Conditions 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: 
  

	 	(a)	the Borrower shall have paid to the Agent, for the account of BNP Paribas (Canada), the fees contemplated by Section 3 hereof; and 

  

	 	(b)	the Borrower shall have delivered to the Agent an officer’s certificate as required pursuant to Section 2.24 of the Credit Agreement. 


The foregoing conditions precedent are 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). 
  

	7.	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 Third Amending Agreement, shall be and continue to be in full force and effect and the Credit
Agreement, as amended and supplemented by this Third 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 6 hereof. 








 5 
  


	8.	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 Third Amending Agreement. 

 

	9.	Counterparts 

 This Third 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 Third 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 Third 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, as Agent on behalf of the Lenders
		
	By:	 	 /s/ Feroz Haq

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

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	BNP PARIBAS (CANADA)
		
	By:	 	 /s/ Evan Ivanov

		 	Name:	 	Evan Ivanov
		 	Title:	 	Director
		
	By:	 	 /s/ Jack Shuai

		 	Name:	 	Jack Shuai
		 	Title:	 	Client Coverage Execution Canada



  
 EI 5 year Credit
Facility - Third Amending Agreement 








 
					
	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:	 	
	
	SHORT NOTICE LENDERS:
	
	THE TORONTO-DOMINION BANK, in its capacity as Short Notice Lender
		
	By:	 	 /s/ Greg Hickaway

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

		 	Name:	 	Glen Cameron
		 	Title:	 	Director
	
	ROYAL BANK OF CANADA, in its capacity as Short Notice Lender
		
	By:	 	 /s/ L.M.A. D’ALEO

		 	Name:	 	L.M.A. D’ALEO
		 	Title:	 	Authorized Signatory
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
	By:	 	



  
 EI 5 year Credit
Facility - Third Amending Agreement 








 
					
	BANK OF MONTREAL, in its capacity as Short Notice Lender
		
	By:	 	 /s/ Ebba Jantz

		 	Name:	 	Ebba Jantz
		 	Title:	 	Vice President
		
	By:	 	 /s/ JIAYUE GUO

		 	Name:	 	JIAYUE GUO
		 	Title:	 	ASSOCIATE
	
	CANADIAN IMPERIAL BANK OF COMMERCE, in its capacity as Short Notice Lender
		
	By:	 	 /s/ Randy Geislinger

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

		 	Name:	 	 Joelle Chatwin 

		 	Title:	 	Executive Director
	
	THE BANK OF NOVA SCOTIA, in its capacity as Short Notice Lender
		
	By:	 	 /s/ John Hunt

		 	Name:	 	John Hunt
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Beau Filkowski

		 	Name:	 	Beau Filkowski
		 	Title:	 	Associate Director



  
 EI 5 year Credit
Facility - Third 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 Capital LLC
	  	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
	  	Cdn.$	75,000,000	  
	 BNP Paribas (Canada)
	  	Cdn.$	275,000,000	  
	 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$	2,475,000,000	  


  
 EI 5 year Credit
Facility - Third Amending Agreement