Exhibit 4.1

ENBRIDGE ENERGY PARTNERS , L.P.

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

SIXTEENTH

SUPPLEMENTAL

INDENTURE

Dated as of January 22 , 2019

TABLE OF CONTENTS

i

SIXTEENTH SUPPLEMENTAL INDENTURE dated as of January 22, 2019 (this “ Supplemental Indenture ”), between Enbridge Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ” or the “ Issuer ”), and U.S. Bank National Association, a national banking association, as successor trustee to SunTrust Bank (the “ Trustee ”).

WITNESSETH:

WHEREAS , the Issuer has heretofore entered into an Indenture, dated as of May 27, 2003 (the “ Original Indenture ”), with the Trustee;

WHEREAS , the Original Indenture, as amended and supplemented through the date hereof, including by this Supplemental Indenture, is herein called the “ Indenture ”;

WHEREAS , under the Original Indenture and in accordance with the provisions of Section 9.02 thereof, the Issuer and the Trustee may from time to time, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of a series, enter into a supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying the rights of the Holders of the Debt Securities of such series;

WHEREAS , Holders of not less than a majority in aggregate principal amount of each series of Outstanding Debt Securities have consented to the amendments to the Indenture included in this Supplemental Indenture; and

WHEREAS , all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuer have been done or performed.

NOW, THEREFORE , in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS TO INDENTURE

Section 1.01                             Amendments to Article I of the Indenture . Section 1.01 of the Indenture is hereby amended by inserting the following defined terms in alphabetical order:

“ Enbridge ” has the meaning assigned to it in Section 4.05 of the Indenture.

“ Enbridge Guarantee ” has the meaning assigned to it in Section 15.01(a)  of the Indenture.

“ Guaranteed Debt Security ” has the meaning assigned to it in Section 15.01(b)  of the Indenture.

Section 1.02                             Amendments to Article IV of the Indenture . Section 4.05 of the Indenture is hereby amended to add the following new sub-section (c) at the end of Section 4.05:

(c) Notwithstanding paragraphs (a) and (b) of this Section 4.05, if Enbridge Inc. (“ Enbridge ”) has provided the guarantee of a series of Debt Securities set forth in Article XV, then from and after the time such guarantee is provided, until such guarantee is terminated or released in accordance with Section 15.01(d), paragraphs (a) and (b) of this Section 4.05 shall not apply to such series of Debt Securities and the provisions of this Section 4.05(c) shall govern such series of Debt Securities. Enbridge shall file with the Trustee and the SEC, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required to be provided by Enbridge pursuant to the TIA at the times and in the manner provided pursuant to the TIA; provided that any such information, documents or reports required to be filed by Enbridge with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same are so required to be filed with the SEC. If Enbridge is not required to file such information, documents or reports with the SEC, then Enbridge shall file with the Trustee such periodic reports as Enbridge files with the securities commission or corresponding securities regulatory authority in each of the Provinces of Canada within 15 days after the same are so required to be filed with such securities commissions or securities regulatory authorities. Delivery of the above information, documents and other reports to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including compliance with any covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 1.03                             Amendments to Article VI of the Indenture . Section 6.01(d) of the Indenture is hereby amended and restated in its entirety as follows:

(d) failure on the part of the Partnership, or, if applicable, Enbridge, or if any series of Debt Securities Outstanding under this Indenture is entitled to the benefits of the Guarantee, any of the Subsidiary Guarantors, duly to observe or perform any other of the covenants or agreements on the part of the Partnership, or if applicable, Enbridge or any of the Subsidiary Guarantors, in the Debt Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Debt Securities, in this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a covenant a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 60 days after the date on which written notice specifying such failure and requiring the Partnership, or if applicable, Enbridge or the Subsidiary Guarantors, to remedy the same shall have been given to the Partnership, or if applicable, Enbridge or the Subsidiary Guarantors, by the Trustee or to the Partnership, or if applicable, Enbridge or the Subsidiary Guarantors, and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities of that series at the time Outstanding; or

Section 1.04                             Addition of New Article XV to the Indenture . The Indenture is hereby amended to add the following new Article XV immediately following the end of Article XIV:

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ARTICLE XV
GUARANTEES OF NOTES

Section 15.01. Enbridge Guarantee .

(a)                                  This Section 15.01, and the guarantee of Enbridge provided for in this Section 15.01 (the “ Enbridge Guarantee ”), shall become effective with respect to a series of Debt Securities upon the execution of a counterpart of an indenture supplemental hereto by Enbridge providing that such series of Debt Securities is entitled to the benefits of such Enbridge Guarantee.

(b)                                  Subject to this Section 15.01, upon executing a counterpart of an indenture supplemental hereto in order to provide the Enbridge Guarantee with respect to a series of Debt Securities, Enbridge hereby unconditionally, irrevocably and absolutely guarantees, on a senior unsecured basis, to each Holder of such series of Debt Securities (a “ Guaranteed Debt Security ”) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Debt Securities held thereby and the obligations of the Partnership hereunder and thereunder, that: (a) the principal of, premium, if any, and interest on the Guaranteed Debt Securities will be promptly paid in full when due, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, if any, and (to the extent permitted by law) interest on the Guaranteed Debt Securities, and all other payment obligations of the Partnership to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Guaranteed Debt Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, Enbridge will be obligated to pay the same immediately.

Enbridge hereby agrees that its obligations under the Enbridge Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Debt Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Partnership, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of Enbridge. Enbridge further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Partnership, any right to require a proceeding first against the Partnership, protest, notice and all demands whatsoever and covenants that this Enbridge Guarantee will not be discharged except by

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complete performance of the obligations contained in the Guaranteed Debt Securities and this Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Partnership, Enbridge, or any Custodian, Trustee or other similar official acting in relation to either of the Partnership or Enbridge, any amount paid by the Partnership or Enbridge to the Trustee or such Holder, the Enbridge Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Enbridge further agrees that, as between Enbridge, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Guaranteed Debt Securities may be accelerated as provided in Article VI hereof for the purposes of this Enbridge Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed thereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by Enbridge for the purpose of this Enbridge Guarantee.

Enbridge shall be subrogated to all rights of the Holders of any series of Guaranteed Debt Securities against the Partnership in respect of any amount paid by Enbridge on account of such Guaranteed Debt Securities pursuant to the provisions of this Enbridge Guarantee or this Indenture; provided, however, that Enbridge shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, any premium and interest on all such Guaranteed Debt Securities and the related Enbridge Guarantee shall have been paid in full.

(c)                                   The Enbridge Guarantee of a series of Debt Securities shall be evidenced solely by Enbridge’s execution of an indenture supplemental hereto providing that such series of Debt Securities are entitled to the benefits of the Enbridge Guarantee, and no notation of such Enbridge Guarantee on such Debt Securities shall be required. Enbridge hereby agrees that the Enbridge Guarantee of a series of Debt Securities will remain in full force and effect notwithstanding the absence of a notation or endorsement of the Enbridge Guarantee on the Debt Securities of such series.

The delivery of any Guaranteed Debt Security by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Enbridge Guarantee set forth in this Indenture on behalf of Enbridge.

(d)                                  If any series of Guaranteed Debt Securities is discharged or defeased pursuant to Section 11.02, the Enbridge Guarantee will terminate with respect to that series of Guaranteed Debt Securities and be automatically released and discharged.

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(e)                                   Enbridge hereby agrees that the provisions of Section 4.05(c) are binding upon it.

(f)                                    All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of Enbridge shall bind its successors and assigns, whether so expressed or not, and will enure to the benefit of the Partnership and its successors and assigns.

ARTICLE II
MISCELLANEOUS

Section 2.01                             Defined Terms . Capitalized terms used in this Supplemental Indenture that are not defined shall have the meanings given to them in the Indenture.

Section 2.02                             Integral Part . This Supplemental Indenture constitutes an integral part of the Indenture.

Section 2.03                             Adoption, Ratification and Confirmation . The Original Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.04                             Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

Section 2.05                             Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.06                             Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

[Signatures on following page]

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SIGNATURES

Exhibit 4.2

ENBRIDGE ENERGY PARTNERS , L.P.

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

SEVENTEENTH

SUPPLEMENTAL

INDENTURE

Dated as of January 22 , 2019

TABLE OF CONTENTS

i

SEVENTEENTH SUPPLEMENTAL INDENTURE dated as of January 22, 2019 (this “ Supplemental Indenture ”), among Enbridge Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ” or the “ Issuer ”), Enbridge Inc., a Canadian corporation (“ Enbridge ”) and U.S. Bank National Association, a national banking association, as successor trustee to SunTrust Bank (the “ Trustee ”).

WITNESSETH:

WHEREAS , the Issuer has heretofore entered into an Indenture, dated as of May 27, 2003 (the “ Original Indenture ”), with the Trustee;

WHEREAS , the Original Indenture, as amended and supplemented through the date hereof, including by this Supplemental Indenture, is herein called the “ Indenture ”;

WHEREAS , under the Original Indenture and in accordance with the provisions of Section 9.01(g) thereof, the Issuer and the Trustee may from time to time and at any time, without the consent of Holders, enter into a supplemental Indenture to make any change that does not adversely affect the rights under the Indenture of any Holder; and

WHEREAS , all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuer have been done or performed.

NOW, THEREFORE , in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
GUARANTEE

Section 1.01                             Enbridge Guarantee . In accordance with Article XV of the Indenture, each series of Debt Securities Outstanding as of the date of this Supplemental Indenture shall be fully, unconditionally, irrevocably and absolutely guaranteed by Enbridge as provided in Article XV of the Indenture, and are hereby designated as Guaranteed Debt Securities that are entitled to the benefits of the Enbridge Guarantee.

ARTICLE II
MISCELLANEOUS

Section 2.01                             Defined Terms . Capitalized terms used in this Supplemental Indenture that are not defined shall have the meanings given to them in the Indenture.

Section 2.02                             Integral Part . This Supplemental Indenture constitutes an integral part of the Indenture.

Section 2.03                             Adoption, Ratification and Confirmation . The Original Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.04                             Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

Section 2.05                             Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.06                             Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

[Signatures on following page]

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SIGNATURES

Exhibit 4.3

SPECTRA ENERGY PARTNERS , LP

as Issuer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

SEVENTH

SUPPLEMENTAL

INDENTURE

Dated as of January 22 , 2019

TABLE OF CONTENTS

i

SEVENTH SUPPLEMENTAL INDENTURE dated as of January 22, 2019 (this “ Supplemental Indenture ”), between Spectra Energy Partners, LP, a Delaware limited partnership (the “ Partnership ” or the “ Issuer ”), and Wells Fargo Bank, National Association, a national banking association (the “ Trustee ”).

WITNESSETH:

WHEREAS , the Issuer has heretofore entered into an Indenture, dated as of June 9, 2011 (the “ Original Indenture ”), with the Trustee;

WHEREAS , the Original Indenture, as amended and supplemented through the date hereof, including by this Supplemental Indenture, is herein called the “ Indenture ”;

WHEREAS , under the Original Indenture and in accordance with the provisions of Section 9.02 thereof, the Issuer and the Trustee may from time to time, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of a series, enter into a supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying the rights of the Holders of the Debt Securities of such series;

WHEREAS , Holders of not less than a majority in aggregate principal amount of each series of Outstanding Debt Securities have consented to the amendments to the Indenture included in this Supplemental Indenture; and

WHEREAS , all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuer have been done or performed.

NOW, THEREFORE , in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS TO INDENTURE

Section 1.01          Amendments to Article I of the Indenture . Section 1.01 of the Indenture is hereby amended by inserting the following defined terms in alphabetical order:

“ Enbridge ” has the meaning assigned to it in Section 4.05 of the Indenture.

“ Enbridge Guarantee ” has the meaning assigned to it in Section 15.01(a)  of the Indenture.

“ Guaranteed Debt Security ” has the meaning assigned to it in Section 15.01(b)  of the Indenture.

Section 1.02          Amendments to Article IV of the Indenture . Section 4.05 of the Indenture is hereby amended to add the following new sub-section (f) at the end of Section 4.05:

(f) Notwithstanding paragraphs (a) through (e) of this Section 4.05, if Enbridge Inc. (“ Enbridge ”) has provided the guarantee of a series of Debt Securities set forth in Article XV, then from and after the time such guarantee is provided, until such guarantee is terminated or released in accordance with Section 15.01(d), paragraphs (a) through (e) of this Section 4.05 shall not apply to such series of Debt Securities and the provisions of this Section 4.05(f) shall govern such series of Debt Securities. Enbridge shall file with the Trustee and the SEC, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required to be provided by Enbridge pursuant to the TIA at the times and in the manner provided pursuant to the TIA; provided that any such information, documents or reports required to be filed by Enbridge with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same are so required to be filed with the SEC. If Enbridge is not required to file such information, documents or reports with the SEC, then Enbridge shall file with the Trustee such periodic reports as Enbridge files with the securities commission or corresponding securities regulatory authority in each of the Provinces of Canada within 15 days after the same are so required to be filed with such securities commissions or securities regulatory authorities. Delivery of the above information, documents and other reports to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including compliance with any covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 1.03          Amendments to Article VI of the Indenture . Section 6.01(d) of the Indenture is hereby amended and restated in its entirety as follows:

(d) failure on the part of the Partnership, or, if applicable, Enbridge, or if any series of Debt Securities Outstanding under this Indenture is entitled to the benefits of a Guarantee, any of the Subsidiary Guarantors, duly to observe or perform any other of the covenants or agreements on the part of the Partnership or if applicable, Enbridge or any of the Subsidiary Guarantors, in the Debt Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Debt Securities, in this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a covenant a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 60 days after the date on which written notice specifying such failure and requiring the Partnership, or if applicable, Enbridge or the Subsidiary Guarantor, to remedy the same shall have been given to the Partnership, or if applicable, Enbridge or the Subsidiary Guarantor, by the Trustee or to the Partnership, or if applicable, Enbridge or the Subsidiary Guarantor, and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities of that series at the time Outstanding; or

Section 1.04          Addition of New Article XV to the Indenture . The Indenture is hereby amended to add the following new Article XV immediately following the end of Article XIV:

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ARTICLE XV
GUARANTEES OF NOTES

Section 15.01. Enbridge Guarantee .

(a)           This Section 15.01, and the guarantee of Enbridge provided for in this Section 15.01 (the “ Enbridge Guarantee ”), shall become effective with respect to a series of Debt Securities upon the execution of a counterpart of an indenture supplemental hereto by Enbridge providing that such series of Debt Securities is entitled to the benefits of such Enbridge Guarantee.

(b)           Subject to this Section 15.01, upon executing a counterpart of an indenture supplemental hereto in order to provide the Enbridge Guarantee with respect to a series of Debt Securities, Enbridge hereby unconditionally, irrevocably and absolutely guarantees, on a senior unsecured basis, to each Holder of such series of Debt Securities (a “ Guaranteed Debt Security ”) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Debt Securities held thereby and the obligations of the Partnership hereunder and thereunder, that: (a) the principal of, premium, if any, and interest on the Guaranteed Debt Securities will be promptly paid in full when due, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, if any, and (to the extent permitted by law) interest on the Guaranteed Debt Securities, and all other payment obligations of the Partnership to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Guaranteed Debt Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, Enbridge will be obligated to pay the same immediately.

Enbridge hereby agrees that its obligations under the Enbridge Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Debt Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Partnership, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of Enbridge. Enbridge further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Partnership, any right to require a proceeding first against the Partnership, protest, notice and all demands whatsoever and covenants that this Enbridge Guarantee will not be discharged except by

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complete performance of the obligations contained in the Guaranteed Debt Securities and this Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Partnership, Enbridge, or any Custodian, Trustee or other similar official acting in relation to either of the Partnership or Enbridge, any amount paid by the Partnership or Enbridge to the Trustee or such Holder, the Enbridge Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Enbridge further agrees that, as between Enbridge, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Guaranteed Debt Securities may be accelerated as provided in Article VI hereof for the purposes of this Enbridge Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed thereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by Enbridge for the purpose of this Enbridge Guarantee.

Enbridge shall be subrogated to all rights of the Holders of any series of Guaranteed Debt Securities against the Partnership in respect of any amount paid by Enbridge on account of such Guaranteed Debt Securities pursuant to the provisions of this Enbridge Guarantee or this Indenture; provided, however, that Enbridge shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, any premium and interest on all such Guaranteed Debt Securities and the related Enbridge Guarantee shall have been paid in full.

(c)           The Enbridge Guarantee of a series of Debt Securities shall be evidenced solely by Enbridge’s execution of an indenture supplemental hereto providing that such series of Debt Securities are entitled to the benefits of the Enbridge Guarantee, and no notation of such Enbridge Guarantee on such Debt Securities shall be required. Enbridge hereby agrees that the Enbridge Guarantee of a series of Debt Securities will remain in full force and effect notwithstanding the absence of a notation or endorsement of the Enbridge Guarantee on the Debt Securities of such series.

The delivery of any Guaranteed Debt Security by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Enbridge Guarantee set forth in this Indenture on behalf of Enbridge.

(d)           If any series of Guaranteed Debt Securities is discharged or defeased pursuant to Section 11.02, the Enbridge Guarantee will terminate with respect to that series of Guaranteed Debt Securities and be automatically released and discharged.

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(e)           Enbridge hereby agrees that the provisions of Section 4.05(f) are binding upon it.

(f)            All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of Enbridge shall bind its successors and assigns, whether so expressed or not, and will enure to the benefit of the Partnership and its successors and assigns.

ARTICLE II
MISCELLANEOUS

Section 2.01          Defined Terms . Capitalized terms used in this Supplemental Indenture that are not defined shall have the meanings given to them in the Indenture.

Section 2.02          Integral Part . This Supplemental Indenture constitutes an integral part of the Indenture.

Section 2.03          Adoption, Ratification and Confirmation . The Original Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.04          Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

Section 2.05          Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.06          Trustee Makes No Representation . The recitals contained herein shall be taken as the statements of the Partnership, and the Trustee assumes no responsibility of the correctness of the same.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

[Signatures on following page]

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SIGNATURES

[ Signature Page to Seventh Supplemental Indenture ]

Exhibit 4.4

SPECTRA ENERGY PARTNERS , LP

as Issuer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

EIGHTH

SUPPLEMENTAL

INDENTURE

Dated as of January 22 , 2019

TABLE OF CONTENTS

i

EIGHTH SUPPLEMENTAL INDENTURE dated as of January 22, 2019 (this “ Supplemental Indenture ”), among Spectra Energy Partners, LP, a Delaware limited partnership (the “ Partnership ” or the “ Issuer ”), Enbridge Inc., a Canadian corporation (“ Enbridge ”) and Wells Fargo Bank, National Association, a national banking association (the “ Trustee ”).

WITNESSETH:

WHEREAS , the Issuer has heretofore entered into an Indenture, dated as of June 9, 2011 (the “ Original Indenture ”), with the Trustee;

WHEREAS , the Original Indenture, as amended and supplemented through the date hereof, including by this Supplemental Indenture, is herein called the “ Indenture ”;

WHEREAS , under the Original Indenture and in accordance with the provisions of Article XV and Section 9.01(h) thereof, the Issuer and the Trustee may from time to time and at any time, without the consent of Holders, enter into a supplemental Indenture to make any change that does not adversely affect the rights under the Indenture of any Holder; and

WHEREAS , all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuer have been done or performed.

NOW, THEREFORE , in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
GUARANTEE

Section 1.01                             Enbridge Guarantee . In accordance with Article XV of the Indenture, each series of Debt Securities Outstanding as of the date of this Supplemental Indenture shall be fully, unconditionally, irrevocably and absolutely guaranteed by Enbridge as provided in Article XV of the Indenture, and are hereby designated as Guaranteed Debt Securities that are entitled to the benefits of the Enbridge Guarantee.

ARTICLE II
MISCELLANEOUS

Section 2.01                             Defined Terms . Capitalized terms used in this Supplemental Indenture that are not defined shall have the meanings given to them in the Indenture.

Section 2.02                             Integral Part . This Supplemental Indenture constitutes an integral part of the Indenture.

Section 2.03                             Adoption, Ratification and Confirmation . The Original Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.04                             Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

Section 2.05                             Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.06                             Trustee Makes No Representation . The recitals contained herein shall be taken as the statements of the Partnership, and the Trustee assumes no responsibility of the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

[Signatures on following page]

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SIGNATURES

Exhibit 4.5

SUBSIDIARY GUARANTEE AGREEMENT

This SUBSIDIARY GUARANTEE AGREEMENT, dated as of January 22, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), is entered into by Spectra Energy Partners, LP, a Delaware limited partnership (“ SEP ”), and Enbridge Energy Partners, L.P., a Delaware limited partnership (“ EEP ”) (collectively, the “ Guarantors ” and individually, a “ Guarantor ”), for the benefit of each Guaranteed Party (as defined below).

W I T N E S S E T H:

WHEREAS, Enbridge Inc., a Canadian corporation (“ ENB ”), has previously issued the series of notes set forth on Schedule I hereto (the “ Guaranteed Obligations ”);

WHEREAS, each Guarantor is an indirect subsidiary of ENB;

WHEREAS, contemporaneously herewith, ENB is guaranteeing the senior notes of SEP set forth on Schedule II-A (the “ SEP Guaranteed Notes ”) and the senior notes of EEP set forth on Schedule II-B (the “ EEP Guaranteed Notes ”);

WHEREAS, each Guarantor desires to provide the guarantee set forth herein with respect to the Guaranteed Obligations; and

WHEREAS, each Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the guarantees hereby.

NOW, THEREFORE, in consideration of the premises, the Guarantors hereby agree with each other for the benefit of the Guaranteed Parties as follows:

1.                                       Defined Terms .

(a)                                  As used in this Agreement, the following terms have the meanings specified below:

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” has the meaning provided in the preamble hereto.

“ CAN Dollar Indenture ” means the Trust Indenture, dated as of October 20, 1997, between IPL Energy Inc., as Issuer, and Computershare Trust Company of Canada, as Trustee, as amended and supplemented by the Supplemental Trust Indenture, dated as of November 28, 2001, the Second Supplemental Indenture, dated as of December 21, 2011, the Third Supplemental

Indenture, dated as of September 26, 2017, relating to the 5.375% 2077 Notes and the Fourth Supplemental Indenture, dated as of April 12, 2018, relating to the 6.625% 2078 Notes.

“ EEP Guaranteed Notes ” has the meaning provided in the recitals hereto.

“ ENB ” has the meaning provided in the recitals hereto.

“ Funding Guarantor ” has the meaning set forth in Section 4 .

“ Governmental Authority ” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).

“ Guarantee ” has the meaning set forth in Section 2(b) .

“ Guaranteed Obligations ” has the meaning provided in the recitals hereto.

“ Guaranteed Party ” means, with respect to a series of Guaranteed Obligations, the Holders of such Guaranteed Obligations.

“ Guarantor ” has the meaning provided in the preamble hereto.

“ Holder ” means, with respect to a Guaranteed Obligation issued under the US Dollar Indenture, the Holder of such Guaranteed Obligation as defined in the US Dollar Indenture and, with respect to a Guaranteed Obligation issued under the CAN Dollar Indenture, the debenture holders or holders of such Guaranteed Obligation as defined in the CAN Dollar Indenture.

“ Indentures ” means, as the context requires, the CAN Dollar Indenture or the US Dollar Indenture and, when used in the plural means both such indentures.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ SEP Guaranteed Notes ” has the meaning provided in the recitals hereto.

“ Stated Maturity ” means, with respect to any security or any installment of principal thereof or interest thereon, the date specified in such security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“ Trustee ” means, with respect to the US Dollar Indenture, Deutsche Bank Trust Company Americas or any successor trustee and, with respect to the CAN Dollar Indenture, Computershare Trust Company of Canada or any successor trustee.

“ US Dollar Indenture ” means the Indenture, dated as of February 25, 2005, between Enbridge Inc., as Issuer, and Deutsche Bank Trust Company Americas, as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of March 1, 2012, the Second

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Supplemental Indenture, dated as of December 19, 2016, relating to the 6.000% 2077 Notes, the Third Supplemental Indenture, dated as of July 14, 2017, relating to the 5.500% 2077 Notes, the Fourth Supplemental Indenture, dated as of March 1, 2018, relating to the 6.250% 2078 Notes and the Fifth Supplemental Indenture, dated as of April 12, 2018, relating to the 6.375% 2078 Notes.

2.                                       Guarantee .

(a)                                  For value received, each of the Guarantors hereby fully, unconditionally, irrevocably, absolutely and jointly and severally guarantees to each Guaranteed Party the due and punctual payment of the principal of, and premium, if any, and interest on the Guaranteed Obligations and all other amounts due and payable under the Indentures and the Guaranteed Obligations by ENB, when and as such principal, premium, if any, interest and other amounts shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Guaranteed Obligations and the Indentures, subject to the limitations set forth in Section 3 of this Agreement.

(b)                                  Failing payment when due of any amount guaranteed pursuant to the guarantee provided for in this Section 2 (the “ Guarantee ”), for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. The Guarantee is intended to be a general, unsecured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all indebtedness of each Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each of the Guarantors hereby agrees that its Guarantee shall be full, unconditional, absolute and joint and several, irrespective of the validity, regularity or enforceability of the Guaranteed Obligations, the Guarantee (including the Guarantee of the other Guarantor) or the Indentures, the absence of any action to enforce the same, any waiver or consent by the Trustee or any Guaranteed Party with respect to any provisions hereof or thereof, the recovery of any judgment against ENB or the other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of either of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Guaranteed Obligations, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by a Guaranteed Party, on the terms and conditions set forth in the Indentures, directly against such Guarantor to enforce the Guarantee without first proceeding against ENB or the other Guarantor.

(c)                                   The obligations of each of the Guarantors under the Guarantee shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of ENB or of the other Guarantor contained in the Guaranteed Obligations or the Indentures, (ii) any impairment, modification, release or limitation of the liability of ENB, the other Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any legal requirement or from the decision of any court, (iii) the assertion or exercise by ENB, the

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other Guarantor or a Guaranteed Party of any rights or remedies under the Guaranteed Obligations or the Indentures or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Guaranteed Obligations, including all or any part of the rights of ENB or the other Guarantor under the Indentures, (v) the extension of the time for payment by ENB or the other Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Guaranteed Obligations or the Indentures or of the time for performance by ENB or the other Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of ENB or the other Guarantor set forth in this Agreement, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, ENB or the other Guarantor or any of their respective assets, or the disaffirmance of the Guaranteed Obligations, the Indentures or this Agreement in any such proceeding, (viii) the release or discharge of ENB or the other Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Guaranteed Obligations, the Indentures or this Agreement or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor.

(d)                                  Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of ENB or the other Guarantor, and all demands whatsoever and (ii) covenants that, subject to Section 6 , the Guarantee will not be discharged except by complete performance of the Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of ENB or either of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

(e)                                   Each of the Guarantors shall be subrogated to all rights of each Guaranteed Party against ENB in respect of any amounts paid by such Guarantor pursuant to the provisions of this Agreement, provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Guaranteed Obligations and the Indentures shall have been paid in full or discharged.

3.                                       Limitation on Guarantors’ Liability . Each Guarantor and by its acceptance hereof each Guaranteed Party hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or

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conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each of the Guaranteed Parties and each of the Guarantors hereby irrevocably agrees that the obligations of each of the Guarantors under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of the other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, result in the obligations of each such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

4.                                       Right of Contribution . In order to provide for just and equitable contribution among the Guarantors, the Guarantors hereby agree, inter se, that, subject to Section 3 , in the event any payment or distribution is made by either Guarantor (a “ Funding Guarantor ”) under the Guarantee, such Funding Guarantor shall be entitled to contribution from the other Guarantor for 50% of all payments, damages and expenses incurred by the Funding Guarantor in discharging ENB’s obligations with respect to the Guaranteed Obligations.

5.                                       No Right of Set-off . No Guaranteed Party shall have, as a result of this Agreement, any right of set-off against any amount owing by such Guaranteed Party to or for the credit or the account of a Guarantor.

6.                                       Release; Termination .

(a)                                  Notwithstanding any other provisions of this Agreement to the contrary, the Guarantee of either Guarantor shall be unconditionally released and discharged automatically upon:

(i)                                      any direct or indirect sale, exchange or transfer, whether by way of merger, sale or transfer of equity interests or otherwise, to any Person that is not an Affiliate of ENB, of any of ENB’s direct or indirect limited partnership or other equity interests in such Guarantor as a result of which such Guarantor ceases to be a consolidated subsidiary of ENB;

(ii)                                   the merger of such Guarantor into ENB or the other Guarantor or the liquidation and dissolution of such Guarantor;

(iii)                                with respect to any series of Guaranteed Obligations, the repayment in full or discharge or defeasance of such Guaranteed Obligations (each as contemplated by the applicable Indenture);

(iv)                               with respect to EEP, the repayment in full or discharge or defeasance of the EEP Guaranteed Notes;

(v)                                  with respect to SEP, the repayment in full or discharge or defeasance of the SEP Guaranteed Notes; or

(vi)                               with respect to any series of Guaranteed Obligations, the consent of the Holders of at least a majority of the outstanding principal amount of such series of Guaranteed Obligations.

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(b)                                  This Agreement shall terminate automatically at such time as each Guaranteed Obligation shall have been paid in full or is deemed to have been paid in full pursuant to the applicable Indenture, whether by payment, discharge, defeasance or otherwise.

7.                                       Remedies . The Trustee of a Guaranteed Obligation shall have the sole and exclusive right to institute actions and proceedings against a Guarantor related to this Agreement, and no Holder of any Guaranteed Obligation shall have any right to institute any action or proceeding for payment or performance pursuant to this Agreement, or for the execution of any trust or power hereunder, of for the appointment of a liquidation, receiver or receiver or manager, or to have a Guarantor wound up, or any other remedy hereunder; provided, however, that the Holder of a Guaranteed Obligation shall have the right to receive payment of the principal of, and premium, if any, and interest on such Guaranteed Obligation at the respective Stated Maturities thereof and to institute suit against a Guarantor for the enforcement of any such payment.

8.                                       Notices . All notices, requests, demands and other communications to any Guarantor pursuant hereto shall be in writing and mailed, emailed or delivered to such Guarantor in care of ENB, 200, 425 — 1st Street S.W., Calgary, Alberta, T2P 3L8, Attention: Vice President and Corporate Secretary, Email: corporatesecretary@enbridge.com.

9.                                       Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

10.                                Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

11.                                Integration . This Agreement represents the agreement of each Guarantor with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Guaranteed Party relative to the subject matter hereof not expressly set forth or referred to herein.

12.                                Amendments; No Waiver; Cumulative Remedies .

(a)                                  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Guarantors and ENB.

(b)                                  The Guarantors may amend or supplement this Agreement by a written instrument executed by both Guarantors:

(i)                                      to cure any ambiguity, defect or inconsistency;

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(ii)                                   to make any change that would provide any additional rights or benefits to the Guaranteed Parties or that would not adversely affect the legal rights hereunder of any Guaranteed Party in any material respect; or

(iii)                                to conform this Agreement to any change made to the Indentures.

Except as set forth in this clause (b) or otherwise provided herein, the Guarantors may not amend, supplement or otherwise modify this Agreement without the prior written consent of the Holders of at least a majority of the outstanding principal amount of each series of Guaranteed Obligations affected by such amendment voting as a single class.

(c)                                   No Guaranteed Party shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of any Guaranteed Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by a Guaranteed Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Guaranteed Party would otherwise have on any future occasion.

(d)                                  The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

13.                                Section Headings . The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

14.                                Successors and Assigns . Subject to Section 6 , this Agreement shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Guaranteed Parties and their respective successors and permitted assigns, except that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Agreement except pursuant to a transaction permitted by the Indentures.

15.                                GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, IN THE CASE OF THE GUARANTEED OBLIGATIONS ISSUED UNDER THE US DOLLAR INDENTURE, THE LAW OF THE STATE OF NEW YORK, AND, IN THE CASE OF THE GUARANTEED OBLIGATIONS ISSUED UNDER THE CAN DOLLAR INDENTURE, THE LAW OF THE PROVINCE OF ALBERTA, CANADA.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer or other representative as of the day and year first above written.

Signature Page to Subsidiary Guarantee Agreement