EX-10.9



 Exhibit 10.9 
  

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

FOURTH AMENDING AGREEMENT MADE AS OF JULY 14, 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 

as Joint Book Runners 

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

Capital Markets and BNP Paribas 

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 

as Co-Documentation Agents 







 FOURTH AMENDING AGREEMENT 

THIS AGREEMENT is made as of July 14, 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- 
 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, the second amending agreement made as of July 31, 2013 and the third amending agreement made as of February 13, 2014. 

“Fourth Amending Agreement” means this fourth amending agreement. 








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 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 Fourth 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 Fourth Amending Agreement. The terms “this Fourth Amending Agreement”, “hereof”, “hereunder” and similar expressions
refer to this Fourth Amending Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto. 
 1.4
This Fourth 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, 2018” in the definition of “Maturity Date” contained in Section 1.1 of the Credit Agreement is hereby deleted and replaced with “August 3, 2019”. The parties confirm and agree that the Maturity Date is
hereby extended to August 3, 2019. 
 The parties hereto agree and confirm that UBS AG Canada Branch (the “Non-Extending
Lender”) is a Non-Extending Lender and, notwithstanding the extension of the Maturity Date effected pursuant to this Section 2.1, the Maturity Date for the Non-Extending Lender shall be fixed at August 3, 2018. For certainty, the
Maturity Date of each Lender that is not a Non-Extending Lender shall and is hereby extended to August 3, 2019. 
 2.2 Section 9.1. Sections
9.1(b)(iii) and (iv) are hereby deleted in their entirety and replaced with the following: 
 “(iii) Compliance Certificate
– concurrently with furnishing the financial statements pursuant to Sections 9.1(b)(i) and (ii), a Compliance Certificate from the Borrower.” 
  

	3.	Fees 

 3.1 Extension and Amendment Fee. The Borrower hereby agrees to pay to
the Agent, for each Lender which is not a Non-Extending Lender, an extension and amendment 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 










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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 Fourth 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 Fourth Amending Agreement, and this Fourth 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 Fourth Amending Agreement shall survive the execution and delivery of
this Fourth 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.	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 the Lenders, the fees contemplated by Section 3 hereof; and 

  

	 	(b)	the Agent shall have received all executed counterparts to this Fourth Amending 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). 
  

	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 Fourth Amending Agreement, shall be and continue to be in full force and effect and the Credit
Agreement, as amended and supplemented by this Fourth 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 5 hereof. This Fourth Amending Agreement shall









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

 

	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 Fourth Amending Agreement. 

 

	8.	Counterparts 

 This Fourth 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 Fourth 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 Fourth 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/ Clark Terriff

		 	Name:	 	Clark Terriff
		 	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/ Chris Perks

		 	Name:	 	Chris Perks
		 	Title:	 	Managing Director



  
 EI 5 year Credit
Facility - Fourth 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 Director
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Tim J. VandeGriend

		 	Name: Tim J. VandeGriend
		 	Title: Authorized Signatory
		
	By:	 	  

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

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

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

		 	Name: Ebba Jantz
		 	Title: Vice President
		
	By:	 	  

		 	Name:
		 	Title:



  
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Facility - Fourth Amending Agreement 








 
			
	UBS AG CANADA BRANCH
		
	By:	 	 /s/ Lana Gifas

		 	Name: Lana Gifas
		 	Title: Director–Banking Product Services, US
		
	By:	 	 /s/ Jennifer Anderson

		 	Name: Jennifer Anderson
		 	 Title: Associate Director–Banking Product

          Services, US

	
	DNB CAPITAL LLC
		
	By:	 	 /s/ Joe Hykle

		 	Name: Joe Hykle
		 	Title: Senior Vice President
		
	By:	 	 /s/ Asulv Tvelt

		 	Name: Asulv Tvelt
		 	Title: Vice President
	
	DEUTSCHE BANK AG, CANADA BRANCH
		
	By:	 	 /s/ Paul Uffelmann

		 	Name: Paul Uffelmann
		 	Title: Vice President
		
	By:	 	 /s/ Scott Lampard

		 	Name: Scott Lampard
		 	Title: Chief Country Officer
	
	JPMORGAN CHASE BANK, N.A. TORONTO BRANCH
		
	By:	 	 /s/ Juan Javellana

		 	Name: Juan Javellana
		 	Title: Executive Director
		
	By:	 	  

		 	Name:
		 	Title:



  
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	NATIONAL BANK OF CANADA
		
	By:	 	 /s/ John Niedermier

		 	Name: John Niedermier
		 	Title: Authorized Signatory
		
	By:	 	 /s/ Dan Lindquist

		 	Name: Dan Lindquist
		 	Title: Authorized Signatory
	
	SOCIÉTÉ GÉNÉRALE
		
	By:	 	 /s/ Yao Wang

		 	Name: Yao Wang
		 	Title: Director
		
	By:	 	  

		 	Name:
		 	Title:
	
	BNP PARIBAS
		
	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:



  
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	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:	 	  

		 	Name:
		 	Title:
	
	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:



  
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Facility - Fourth Amending Agreement 








 
			
	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Michael King

		 	Name: Michael King
		 	Title: Authorized Signatory
		
	By:	 	  

		 	Name:
		 	Title:



  
 EI 5 year Credit
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	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/ Tim J. VandeGriend

		 	Name: Tim J. VandeGriend
		 	Title: Authorized Signatory
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	



  
 EI 5 year Credit
Facility - Fourth Amending Agreement 








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

		 	Name: Ebba Jantz
		 	Title: Vice President
		
	By:	 	  

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

		 	Name: Randy Geislinger
		 	Title: Executive Director
		
	By:	 	 /s/ Chris Perks

		 	Name: Chris Perks
		 	Title: Managing 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 - Fourth Amending Agreement