Exhibit 4.4


 


 


ENBRIDGE INC.,


 


SPECTRA ENERGY PARTNERS, LP,


as Guarantor


 


ENBRIDGE ENERGY PARTNERS, L.P.,


as Guarantor


 





 



 


Eighth Supplemental


 


Indenture


 


Dated as of June 28, 2021


 





 



 


(Supplemental to Indenture Dated as of February 25,
2005)


 





 



 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee


 






     


     


    

 


EIGHTH SUPPLEMENTAL INDENTURE, dated as of June 28,
2021 (the “Eighth Supplemental Indenture”), between ENBRIDGE INC., a corporation duly organized and existing under
the Companies Ordinance of the Northwest Territories and continued and existing under the Canada Business Corporations Act (herein called
the “Company”), SPECTRA ENERGY PARTNERS, LP, a Delaware limited partnership, as Guarantor (herein called “SEP”),
ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership, as Guarantor (herein called “EEP” and, together with
 “SEP”, the “Guarantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation duly organized
and existing under the laws of the State of New York, as Trustee (herein called “Trustee”);


 


R E C I T A L S:


 


WHEREAS, the Company has heretofore executed and
delivered to DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, an Indenture, dated as of February 25, 2005, as amended and supplemented
by the First Supplemental, dated as of March 1, 2012 and the Sixth Supplemental Indenture, dated as of May 13, 2019 (the “Sixth
Supplemental Indenture”) (as the same may be further amended or supplemented from time to time, including by this Eighth Supplemental
Indenture, the “Indenture”);


 


WHEREAS, Section 901(5) of the Indenture
permits the Company and the Trustee to enter into an indenture supplemental to the Indenture to add to, change or eliminate any of the
provisions in the Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination
(A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision
or (B) shall become effective only when there is no such Security Outstanding;


 


WHEREAS, the Company, the Guarantors and the Trustee
wish to amend the Indenture, for purposes of each series of Securities created subsequent to the date of this Eighth Supplemental Indenture,
to provide for the execution and authentication of Securities in electronic format and the appointment of Enbridge (U.S.) Inc. as the
Company’s authorized agent upon whom process may be served;


 


WHEREAS, the changes contemplated in this Eighth
Supplemental Indenture comply with the requirements of Section 901(5) of the Indenture;


 


WHEREAS, all things necessary to make this Eighth
Supplemental Indenture a valid agreement according to its terms have been done;


 


NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE
WITNESSETH:


 


The Company and the Guarantors covenant and agree
with the Trustee as follows:


 


ARTICLE One


 


PROVISIONS OF GENERAL APPLICATION


 


Section 1.1     Relation
to Indenture as Originally Executed


 


This Eighth Supplemental Indenture constitutes
a part of the Indenture in respect of Securities issued on or after the date hereof, including additional Securities issued under an existing
series, but shall not modify, amend or otherwise affect the Indenture insofar as it relates to any other Securities, including any existing
Securities issued under an existing series.


 






     


     


    

 


Section 1.2     Modification
of the Indenture


 


		(a)	Section 101 of the Indenture is hereby amended to (i) delete the period at the end of clause (6), (ii) move the word
 “and” at the end of clause (5) to the end of clause (6) and (iii) insert the following clause (7):



 


All references to “execution”,
 “signed”, “signature”, “attestation” or “authentication” and words of like import shall
be deemed to include signatures that are made or transmitted by images of manually executed signatures transmitted by facsimile, email
or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic
signatures (including without limitation DocuSign and AdobeSign or any other similar platform identified by the Company and reasonably
available at no undue burden or expense to the Trustee).


 


		(b)	Section 112(b) of the Indenture is hereby amended to delete and replace the second full paragraph with the following paragraph:



 


As long as any of the Securities remain
outstanding, the Company will at all times have an authorized agent in the United States upon whom process may be served in any legal
action or proceeding arising out of or relating to the Indenture or any Security. Service of process upon such agent and written notice
of such service mailed or delivered to the Company shall to the extent permitted by law be deemed in every respect effective service of
process upon the Company in any such legal action or proceeding. The Company hereby appoints Enbridge (U.S.) Inc. as its agent for such
purpose, and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of
such agent at 5400 Westheimer Court, Houston, Texas 77056 (or at such other address in the United States, as the Company may designate
by written notice to the Trustee); provided that the Company may replace Enbridge (U.S.) Inc. with any other agent located in the United
States pursuant to an Officers’ Certificate or an indenture supplemental hereto; provided further that nothing in this Section 112(b) shall
affect the appointment of any agent of service of process with respect to any Securities issued prior to the date of the Eighth Supplemental
Indenture.


 


		(c)	Section 202 of the Indenture is hereby amended to delete and replace the second to last full paragraph with the following paragraph:



 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


		(d)	Section 303 of the Indenture is hereby amended to:



 


		(i)	delete and replace the first and second full paragraphs with the following paragraphs:



 


The Securities shall be executed on
behalf of the Company by any two of its officers having the title of President & Chief Executive Officer, Vice President (including
any Executive, Group or other Vice President) or Corporate Secretary. The signature of any of these officers on the Securities may be
manual, facsimile or electronic.


 






    	 	2	 



     


    

 


Securities bearing the manual, facsimile
or electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did
not hold such offices at the date of such Securities.


 


		(ii)	delete and replace the last full paragraph with the following paragraph:



 


No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.


 


		(e)	Section 1409 of the Indenture is hereby amended to delete and replace the second and third full paragraphs with the following
paragraphs:



 


The Guarantees shall be executed on
behalf of each respective Guarantor by any authorized person of the Guarantor. The signature of any such authorized person on the Guarantee
may be manual, facsimile or electronic.


 


A Guarantee bearing the manual, facsimile
or electronic signatures of individuals who were at any time the proper authorized persons of a Guarantor shall bind such Guarantor, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which
such Guarantee is endorsed or did not hold such offices at the date of such Guarantee.


 


		(f)	Exhibit A to the Indenture, as originally set forth in the Sixth Supplemental Indenture, is hereby amended to delete (i) the
signature block of Enbridge Inc. and (ii) each of the attestation signature blocks contained on the last page thereto.



 


ARTICLE Two


 


MISCELLANEOUS


 


Section 2.1     Relationship
to Indenture


 


The Eighth Supplemental Indenture is a supplemental
indenture within the meaning of the Indenture. The Indenture, as supplemented and amended by this Eighth Supplemental Indenture, is in
all respects ratified, confirmed and approved and, as supplemented and amended by this Eighth Supplemental Indenture, shall be read, taken
and construed as one and the same instrument.


 






    	 	3	 



     


    

 


Section 2.2     Modification
of the Indenture


 


Except as expressly modified by this Eighth Supplemental
Indenture, the provisions of the Indenture shall continue to apply to each Security issued thereunder.


 


Section 2.3     Governing
Law


 


This instrument shall be governed by and construed
in accordance with the law of the State of New York.


 


Section 2.4     Counterparts


 


This instrument may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.


 


Section 2.5     Trustee
Makes No Representation


 


The recitals contained herein are made by the Company
and the Guarantors and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Eighth Supplemental Indenture.


 






    	 	4	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Eighth Supplemental Indenture to be duly executed all as of the day and year first above written.


 


	 	ENBRIDGE INC.
	 	 
	 	By:	/s/ Maximilian G. Chan
	 	 	Name:	Maximilian G. Chan
	 	 	Title:	Vice President, Treasury & Enterprise Risk


 


	 	By:	/s/ Karen K.L. Uehara
	 	 	Name:	Karen K.L. Uehara
	 	 	Title:	Vice President & Corporate Secretary


 


	 	SPECTRA ENERGY PARTNERS, LP, 
	 	By Spectra Energy Partners (DE) GP, LP, its General Partner, 
	 	By Spectra Energy Partners GP, LLC, its General Partner
	 	 
	 	By:	s/ Kelly Gray
	 	 	Name:	Kelly Gray
	 	 	Title:	Corporate Secretary
	 	 
	 	ENBRIDGE ENERGY PARTNERS, L.P.,
	 	 By Enbridge Energy Company, Inc., its General Partner 
	 	 
	 	By:	/s/ Kelly Gray
	 	 	Name:	Kelly Gray
	 	 	Title:	Corporate Secretary



 


[Signature
Page to Eighth Supplemental Indenture]


 






     


     


    

 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	as Trustee
	 	 
	 	By:	/s/ Michael Russell
	 	 	Name:	Michael Russell
	 	 	Title:	Associate



 


	 	 
	 	By:	/s/ Luke Russell
	 	 	Name:	Luke Russell
	 	 	Title:	Vice President


 


[Signature
Page to Eighth Supplemental Indenture]