EX-10.10

TD Securities, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and BNP

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

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

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”),

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

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:

1.1 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.

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.

2.1 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:

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.

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

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:

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,

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:

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%):

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:

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:

(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

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.”

3.1 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.

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:

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.

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.

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.

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:

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).

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.

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.

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

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.

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:


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


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


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:


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:


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:


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:


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


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