EX-10.10



 Exhibit 10.10 
  

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

FIFTH AMENDING AGREEMENT MADE AS OF AUGUST 7, 2015 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 Bookrunners 
 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, BNP Paribas 

and Bank of Montreal 
 as
Co-Documentation Agents 







 FIFTH AMENDING AGREEMENT 

THIS AGREEMENT is made as of August 7, 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 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, the third amending agreement made as of February 13, 2014 and the fourth amending
agreement made as of July 14, 2014, and supplemented by any assignment agreements entered into prior to this Fifth Amending Agreement. 








 2 
  

 “Fifth Amending Agreement” means this Fifth 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 Fifth 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 Fifth Amending Agreement. The terms “this Fifth Amending Agreement”, “hereof”, “hereunder” and similar expressions refer to this Fifth Amending Agreement and not to any particular
Section or other portion hereof and include any agreements supplemental hereto. 
 1.4 This Fifth 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, 2019” in the definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby deleted and replaced with “August 3, 2020”. The parties hereto hereby confirm and agree that the
Maturity Date is hereby extended to August 3, 2020. 
 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. 

2.3 Maximum Amount of Short Notice Loans by any one Short Notice Lender. Section 2.23(5) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following: 
 “(5) The aggregate Outstanding Principal of the Short Notice Loans outstanding to any Short
Notice Lender shall not exceed Cdn.$150,000,000 less such Lender’s Rateable Portion of all outstanding Syndicated Loans and less, in the case of the Overdraft Lender, all outstanding Overdraft Loans.” 

2.4 Increase in Short Notice Loans. Section 2.23(6) of the Credit Agreement is hereby amended to delete
“Cdn.$150,000,000” and to substitute “Cdn.$300,000,000” therefor. The parties hereto hereby confirm and agree that the aggregate Outstanding Principal of all outstanding Short Notice Loans shall not exceed Cdn.$300,000,000. 

2.5 Section 8.1. Sections 8.1(m) and (n) of the Credit Agreement are hereby deleted in their entirety and replaced with the
following: 
  

	 	“(m)	Ownership of EPI 

 As at the date hereof, the Borrower, directly or through Subsidiaries
or by any combination thereof, owns: (i) Voting Shares to which are attached not less than a majority of the aggregate votes attaching to all outstanding Voting Shares of EPI; and (ii) not less than a majority of the outstanding Equity Shares of
EPI. 
  
 EI 5 year Credit Facility – Fifth Amending Agreement









 3 
  


	 	(n)	Ownership of NW 

 As at the date hereof, NW is, directly or indirectly, a wholly-owned
Subsidiary of the Borrower. 
  

	 	(o)	Ownership of Enbridge Gas 

 As at the date hereof, a wholly-owned Subsidiary of NW is the
holder of all of the issued and outstanding common shares of Enbridge Gas.” 
 2.6 Sanctions. The following new covenant is hereby added
as Section 9.1(o) of the Credit Agreement: 
  

	 	“(o)	Sanctions 

 The Borrower will not use the proceeds of any Loan hereunder, or lend,
contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of, or business with, any individual or entity, or in any Designated Jurisdiction, that, at the time
of such funding, is the subject of a Sanction, or in any manner that will result in a violation of a Sanction by the Borrower or Subsidiary or, to the knowledge of the Borrower or any Subsidiary, by any other person.” 

2.7 New Definitions. Section 1.1 of the Credit Agreement is hereby amended to add the following definitions in their correct
alphabetical order: 
 ““Designated Jurisdiction” means any country or territory to the extent that such country or
territory itself is the subject of any Sanction. 
 “Sanction” means any economic or trade sanction imposed or administered
by (i) the Canadian government (including, without limitation, those economic or trade sanctions imposed or administered under the Special Economic Measures Act (Canada) or the United Nations Act (Canada) or any associated
regulations); or (ii) any other sanctions authority of any jurisdiction where the Borrower or any Subsidiary maintains assets or otherwise engages in business, including, if applicable, those economic or trade sanctions imposed or administered by
the United States government (including, without limitation, those economic or trade sanctions imposed or administered by the Office of Foreign Assets Control of the United States Department of the Treasury), the United Nations Security Council, the
European Union or her Majesty’s Treasury.” 
 2.8 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, 

 
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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.” 
 2.9 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]”. 
 2.10 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.”

 2.11 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”. 

2.12 Definition of CDOR Rate. The definition of CDOR Rate in Section 1.1 of the Credit Agreement is hereby amended to add the following
proviso at the end thereof: 
 “; provided that if the CDOR Rate as determined above is less than zero, then the CDOR Rate will be
deemed to be zero.” 
 2.13 Definition of Libor Rate. The definition of Libor Rate in Section 1.1 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following: 
 “Libor Rate” means, for each Interest Period applicable to a
Libor Loan, the rate of interest per annum, expressed on the basis of a year of 360 days (as determined by the Agent and rounded upwards to the next 1/100 of 1%): 
  

	 	(a)	applicable to United States Dollars and appearing on the display referred to as “LIBOR01 Page” (or any display substituted therefor) of Reuters Limited (or any successor thereto or Affiliate thereof) that
displays the ICE Benchmark Administration Limited (or its successor) Interest Settlement Rate applicable to such Interest Period as of 11:00 a.m. (London, England time) on the second Banking Day prior to the first day of such Interest Period; or


  
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Agreement 








 5 
  


	 	(b)	if such rate does not appear on such Reuters display, or if such display or rate is not available for any reason, the rate per annum at which United States Dollars are offered by the principal lending office in London,
England of the Agent (or of its Affiliates if it does not maintain such an office) in the London interbank market at approximately 11:00 a.m. (London, England time) on the second Banking Day prior to the first day of such Interest Period,


 in each case in an amount similar to such Libor Loan and for a period comparable to such Interest Period, provided that if
the Libor Rate as determined above is less than zero, then the Libor Rate will be deemed to be zero.” 
 2.14 Change in Law. Section
11.3(1) of the Credit Agreement is hereby amended to add the following new sentence immediately after the first sentence thereof: 

“Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States, Canadian or other regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in applicable law for the purposes of this
Section 11.3(1), regardless of the date enacted, adopted or issued.” 
 2.15 Exchange and Confidentiality of
Information. Section 14.1(2) of the Credit Agreement is hereby amended as follows: 
  

	 	(a)	by revising Section 14.1(2)(c) to add the following phrase immediately after the reference to “professional advisors” in the second line thereof: 


 

	 	    	“and insurers and reinsurers and any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower, its Subsidiaries and the Obligations”;
and 

  

	 	(b)	by revising Section 14.1(2)(e) to delete the phrase “a participation” in the third line thereof and replace same with the phrase “an actual or prospective assignment of or participation”.


 2.16 Attornment and Waiver of Jury Trial. Section 14.12 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following: 
  

	 	“14.12	Attornment and Waiver of Jury Trial 

 (1) The parties hereto each hereby attorn and
submit to the jurisdiction of the courts of the Province of Alberta in regard to legal proceedings relating to the Documents. For the purpose of all such legal proceedings, this Agreement shall be deemed to have been performed in the Province
of Alberta and the courts of the Province of Alberta shall have jurisdiction to entertain any action arising under this Agreement. Notwithstanding the foregoing, nothing in this Section 

 
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shall be construed nor operate to limit the right of any party hereto to commence any action relating hereto in any other jurisdiction, nor to limit the right of the courts of any other
jurisdiction to take jurisdiction over any action or matter relating hereto. 
 (2) The parties hereto each hereby waive any right they may
have to, or to apply for, trial by jury in connection with any matter, action, proceeding, claim or counterclaim arising out of or relating to the Documents or any of the transactions contemplated thereby.” 

 

	3.	Fee 

 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 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 Fifth 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 Fifth Amending Agreement, and this Fifth 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. 
  

	 	(c)	Credit Agreement Representations and Warranties 

 Except for those representations and
warranties expressly stated to be made as of a certain date, each of the representations and warranties set forth in Article 8 of the Credit Agreement is true and accurate in all material respects as of the date hereof. 

 
 EI 5 year Credit Facility – Fifth Amending Agreement 








 7 
  

 The representations and warranties set out in this Fifth Amending Agreement shall survive the
execution and delivery of this Fifth 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 fee contemplated by Section 3 hereof; and 

  

	 	(b)	the Agent shall have received all executed counterparts to this Fifth 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 all of 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 Fifth Amending Agreement, shall be and continue to be in full force and effect and the Credit
Agreement, as amended and supplemented by this Fifth 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 Fifth Amending Agreement shall constitute a Document for purposes of the
Credit Agreement and the other Documents. The execution, delivery and effectiveness of this Fifth 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 Fifth Amending Agreement. 

 

	8.	Counterparts 

 This Fifth 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 

 
 EI 5 year Credit Facility – Fifth Amending Agreement 








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the same instrument, and it shall not be necessary in making proof of this Fifth Amending Agreement to produce or account for more than one such counterpart. 

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

 
 EI 5 year Credit Facility – Fifth Amending Agreement 







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

			
	ENBRIDGE INC.
		
	By:	 	 /s/ Patrick R. Murray

		 	Patrick R. Murray
		 	Vice President, Treasury
		
	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
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Tim J. VandeGriend

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

		 	Name:
		 	Title:



  
 EI 5 year Credit
Facility – Fifth Amending Agreement 








 
			
	BNP PARIBAS
		
	By:	 	 /s/ Michael Gosselin

		 	Name: Michael Gosselin
		 	Title: Managing Director
		
	By:	 	 /s/ Zainuddin Ahmed

		 	Name: Zainuddin Ahmed
		 	Title: Vice President
	
	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
	
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ John Hunt

		 	Name: John Hunt
		 	Title: Managing Director
		
	By:	 	 /s/ Michael Linder

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

		 	Name: Jean-Philippe Gariazzo
		 	Title: Director
		
	By:	 	 /s/ Jason Lang

		 	Name: Jason Lang
		 	Title: Director



  
 EI 5 year Credit
Facility – Fifth Amending Agreement 








 
			
	BANK OF MONTREAL
		
	By:	 	 /s/ Ebba Jantz

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

		 	Name: Jennifer Guo
		 	Title: Associate
	
	 UBS AG, CANADA BRANCH
 as
a Non-Extending Lender

		
	By:	 	 /s/ Houssem Daly

		 	Name: Houssem Daly
		 	 Title: Associate Director
 Banking Products
Services, US

		
	By:	 	 /s/ Darlene Arias

		 	Name: Darlene Arias
		 	Title: Director
	
	DNB CAPITAL LLC
		
	By:	 	 /s/ Robert Dupree

		 	Name: Robert Dupree
		 	Title: Senior Vice President
		
	By:	 	 /s/ Asulv Tveit

		 	Name: Asulv Tveit
		 	Title: First Vice President



  
 EI 5 year Credit
Facility – Fifth Amending Agreement 








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

		 	Name: Paul Uffelmann
		 	Title: Vice President
		
	By:	 	 /s/ David Gynn

		 	Name: David Gynn
		 	Title: Chief Financial Officer
	
	NATIONAL BANK OF CANADA
		
	By:	 	 /s/ John Niedermier

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

		 	Name: Mark Williamson
		 	Title: Authorized Signatory
	
	SOCIÉTÉ GÉNÉRALE
		
	By:	 	 /s/ Yao Wang

		 	Name: Yao Wang
		 	Title: Director
		
	By:	 	  

		 	Name:
		 	Title:



  
 EI 5 year Credit
Facility – Fifth Amending Agreement 








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

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

		 	Name:
		 	Title:
	
	MIZUHO BANK, LTD.
		
	By:	 	 /s/ Brad C. Crilly

		 	Name: Brad C. Crilly
		 	Title: Senior Vice-President
		
	By:	 	  

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

		 	Name: Jonathan Cain
		 	Title: Authorized Signatory
		
	By:	 	  

		 	Name:
		 	Title:



  
 EI 5 year Credit
Facility – Fifth Amending Agreement 








 
			
	BANK OF TOKYO - MITSUBISHI UFJ (CANADA)
		
	By:	 	 /s/ Catherine Siu

		 	Name: Catherine Siu
		 	Title: Vice President
		
	By:	 	  

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

		 	Name: Michael King
		 	Title: Authorized Signatory
		
	By:	 	  

		 	Name:
		 	Title:



  
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Facility – Fifth Amending Agreement 








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

		 	Name: Feroz Haq
		 	Title: Director, Loans 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:



  
 EI 5 year Credit
Facility – Fifth Amending Agreement 








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

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

		 	Name: Jennifer 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/ Michael Linder

		 	Name: Michael Linder
		 	Title: Director
		
	By:	 	 /s/ Blair Graves

		 	Name: Blair Graves
		 	Title: Associate



  
 EI 5 year Credit
Facility – Fifth Amending Agreement 








 SCHEDULE A 

LENDERS AND COMMITMENTS 
  

					
	 Lender
	  	Commitment	 
	 The Toronto-Dominion Bank
	  	Cdn.$	263,300,000	  
	 Royal Bank of Canada
	  	Cdn.$	305,300,000	  
	 BNP Paribas
	  	Cdn.$	275,000,000	  
	 Canadian Imperial Bank of Commerce
	  	Cdn.$	233,000,000	  
	 The Bank of Nova Scotia
	  	Cdn.$	226,300,000	  
	 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	  
	 National Bank of Canada
	  	Cdn.$	80,000,000	  
	 Société Générale
	  	Cdn.$	75,000,000	  
	 Bank of America, N.A., Canada Branch
	  	Cdn.$	71,000,000	  
	 Mizuho Bank, Ltd.
	  	Cdn.$	70,000,000	  
	 Citibank, N.A., Canadian Branch
	  	Cdn.$	66,000,000	  
	 Bank of Tokyo-Mitsubishi UFJ (Canada)
	  	Cdn.$	35,000,000	  
	 Morgan Stanley Bank, N.A.
	  	Cdn.$	35,000,000	  
		
	 Total:
	  	Cdn.$	2,475,000,000	  


  
 EI 5 year Credit
Facility – Fifth Amending Agreement