Exhibit 1.1
Enbridge
Inc.
$400,000,000
2.150% Senior Notes due 2024
$500,000,000
2.500% Senior Notes due 2025
$600,000,000
Floating Rate Senior Notes due 2024
Underwriting Agreement
February 15, 2022
BofA Securities, Inc.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Truist Securities, Inc.
As Representatives of the several
Underwriters named in Schedule II hereto
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Ladies and Gentlemen:
Enbridge Inc., a corporation organized under the
laws of Canada (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the
“Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal
amount of its securities identified in Schedule I hereto (the “Securities”). The Securities will be unconditionally
guaranteed on a senior unsecured basis (the “Guarantees”) by each of Spectra Energy Partners, LP, a Delaware limited
partnership, and Enbridge Energy Partners, L.P., a Delaware limited partnership (together, the “Subsidiary Guarantors”).
References to the “Securities” shall include the Guarantees, unless the context otherwise requires. The Securities are to
be issued under an indenture dated as of February 25, 2005, as amended and supplemented by the First Supplemental Indenture, dated
as of March 1, 2012, each between Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and the Company,
the Sixth Supplemental Indenture, dated as of May 13, 2019 among the Company, the Subsidiary Guarantors and the Trustee and the Eighth
Supplemental Indenture, dated as of June 28, 2021 among the Company, the Subsidiary Guarantors and the Trustee (such indenture as
amended and supplemented by such First Supplemental Indenture, such Sixth Supplemental Indenture and such Eighth Supplemental Indenture,
the “Indenture”). The form and terms of the Securities will be established in an Officer’s Certificate (as defined
in the Indenture), pursuant to Section 301 of the Indenture. To the extent there are no additional Underwriters listed in Schedule II
other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters
shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, any Preliminary
Prospectus Supplement or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration
Statement or the issue date of any Preliminary Prospectus Supplement or the Final Prospectus, as the case may be; and any reference herein
to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, any
Preliminary Prospectus Supplement or the Final Prospectus shall be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement or the issue date of any Preliminary Prospectus Supplement or the
Final Prospectus, as the case may be, deemed to be incorporated therein by reference prior to the termination of the distribution of the
Securities by the Underwriters. Certain terms used herein are defined in Section 22 hereof.
1. Representations
and Warranties. The Company and each Subsidiary Guarantor, jointly and severally, represent and warrant to, and agree with, each Underwriter
as set forth below in this Section 1 that:
(a) [Reserved.]
(b) Registration
Requirement Compliance. The Company and the offering of Securities meet the eligibility requirements for use of Form S-3 under
the Act, the Company has filed a Registration Statement on Form S-3 (File No. 333-231553) in respect of the Securities and has
caused the Trustee to prepare and file with the Commission a Statement of Eligibility and Qualification on Form T-1 (the “Form T-1”);
such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the
Representatives and, including exhibits to such registration statement and any documents incorporated by reference in the prospectus contained
therein, for delivery by them to each of the other Underwriters, became effective under the Act in such form; no other document with respect
to such registration statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with
the Commission; no stop order suspending the effectiveness of such registration statement has been issued and, to the Company’s
knowledge, no proceeding for that purpose has been initiated or threatened by the Commission; the various parts of such registration statement,
including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at
the time such part of the registration statement became effective and including the information, if any, deemed pursuant to Rule 430A,
430B or 430C under the Act to be part of the registration statement at the time of its effectiveness, but excluding the Form T-1,
each as amended at the time such part of the registration statement became effective and including any post-effective amendment thereto,
are hereinafter collectively called the “Registration Statement”; the prospectus relating to the Securities, in the
form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the Execution Time, being
hereinafter called the “Basic Prospectus”; with respect to the Securities, “Final Prospectus” means
the Basic Prospectus as supplemented by the first prospectus supplement relating to the offering of the Securities containing pricing
information that is filed with the Commission pursuant to Rule 424(b) under the Act in the form first used (or made available
upon request of purchasers pursuant to Rule 173 under the Act); any reference herein to any Basic Prospectus, Preliminary Prospectus
Supplement or Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein as of the date
of such Basic Prospectus, Preliminary Prospectus Supplement or Final Prospectus, as the case may be; any reference to any amendment or
supplement to any Basic Prospectus, Preliminary Prospectus Supplement or Final Prospectus shall be deemed to refer to and include any
documents filed as of the date of such amendment or supplement under the Exchange Act and incorporated by reference in such amendment
or supplement;
(b.2) Disclosure
Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus Supplement dated February 15,
2022, (ii) the Issuer Free Writing Prospectuses, if any, attached as part of Annex G hereto, and (iii) any other free writing
prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 3:00 p.m. (Eastern
time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or
omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein.
(b.3) Company
Not Ineligible Issuer. (i) At the earliest time after the filing of the Registration Statement relating to the Securities that
the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act)
and (ii) as of the date of the execution and delivery of this agreement (“Agreement”) (with such date being used
as the determination date for purposes of this clause (ii)), the Company was not and is not an ineligible issuer (as defined in Rule 405
of the Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Act that it is not necessary
that the Company be considered an ineligible issuer.
(b.4) Well-Known
Seasoned Issuer. The Company has been since the time of initial filing of the Registration Statement and continues to be a “well-known
seasoned issuer” (as defined in Rule 405 of the Act) eligible to use Form S-3 for the offering of the Securities, including
not having been an “ineligible issuer” (as defined in Rule 405 of the Act) at any such time or date. The Registration
Statement is an “automatic shelf registration statement” (as defined in Rule 405 of the Act) and was filed not earlier
than the date that is three years prior to the Closing Date.
(b.5) Issuer
Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date, did not include any information that conflicted
with the information contained in the Registration Statement, including any document incorporated by reference therein that has not been
superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development
as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration
Statement, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will
promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing
two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives specifically for use therein.
(b.6) Distribution
of Offering Material by the Company. Neither the Company nor any Subsidiary Guarantor has distributed and will not distribute, prior
to the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and
sale of the Securities other than the Preliminary Prospectus Supplement, the Final Prospectus, any Issuer Free Writing Prospectus reviewed
and consented to by the Representatives or the Registration Statement.
(c) Incorporated
Documents. The documents included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final
Prospectus, when they were filed with the Commission, conformed in all material respects to any applicable requirements of the Exchange
Act and the rules and regulations of the Commission thereunder; and any further documents so filed and incorporated by reference
in the Registration Statement, the Disclosure Package and the Final Prospectus or any amendment or supplement thereto, when such documents
are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations
of the Commission thereunder. Such documents included or incorporated by reference in the Registration Statement prior to the Applicable
Time, when filed with the Commission, did not, and any such documents filed after the Applicable Time, when filed with the Commission,
will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.
(d) Disclosure
Conformity. On the Effective Date, the Registration Statement did, on the date it was first filed, each Preliminary Prospectus Supplement
did, and on the date it was first filed and on the Closing Date, the Final Prospectus did and will conform in all material respects with
the applicable requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission under both the
Act and the Trust Indenture Act; the Registration Statement, as of the Effective Date and at the Applicable Time did not and will not
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, any Issuer Free Writing Prospectus, when taken together with the Disclosure Package, as of the Applicable
Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and the Basic Prospectus as of its filing date, and at the Applicable Time, did not and
will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading; and the Final Prospectus will not,
as of its date and as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion in the Registration Statement or the Final Prospectus, or to the Form T-1 of the Trustee;
(e) Company
Good Standing. The Company has been duly incorporated and is a valid and subsisting corporation under the laws of Canada with full
corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described
in the Disclosure Package and the Final Prospectus, and is duly qualified or registered to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to
the extent that the failure to be so qualified, registered or be in good standing would not, individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect;
(f) Subsidiary
Good Standing. Each of the Company’s Significant Subsidiaries has been duly incorporated or formed, as applicable, and is validly
existing as a corporation, limited partnership, limited liability company or trust, as applicable, in good standing under the laws of
the jurisdiction of its incorporation or formation, as applicable, has the corporate, limited partnership, limited liability company or
trust power, as applicable, and authority to own its property and to conduct its business as described in the Disclosure Package and the
Final Prospectus (or as presently conducted, if not so described therein) and is duly qualified or registered to transact business and
is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification
or registration, except to the extent that the failure to be so qualified, registered or be in good standing would not, individually or
in the aggregate, be reasonably expected to have a Material Adverse Effect. Other than the Significant Subsidiaries, each of the other
subsidiaries of the Company did not have (i) as of the last day of the Company’s most recent fiscal year, total assets in excess
of 10% of the consolidated assets of the Company and its subsidiaries as at that date and (ii) for the fiscal year then ended, total
revenues in excess of 10% of the consolidated revenues of the Company and its subsidiaries for such period. In making this determination,
any subsidiary acquired after the last day of the Company’s most recent fiscal year shall be deemed to have been acquired as of
such date;
(g) Existing
Instruments. There is no contract, agreement or other document of a character required to be described in the Registration Statement
or the Final Prospectus, or to be filed as an exhibit thereto, which is not described therein or filed as required; and the statements
in the Disclosure Package or the Final Prospectus under the headings “Material Income Tax Considerations,” “Description
of Debt Securities and Guarantees” and “Description of the Notes and the Guarantees,” insofar as such statements summarize
legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements,
documents or proceedings;
(h) Agreement,
Securities and Indenture Authorization. The Company and each Subsidiary Guarantor has full corporate or limited partnership power
and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed
and delivered by the Company and each Subsidiary Guarantor; the Securities have been duly authorized and, when the Securities are issued
and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated issued and delivered and, upon payment
for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled
to the benefits of the Indenture; the Guarantees have been duly authorized and, when the Securities are issued and delivered pursuant
to this Agreement, will have been duly executed, issued and delivered and, upon payment for the Securities by the Representatives to the
Company, will constitute valid and legally binding obligations of the Subsidiary Guarantors entitled to the benefits of the Indenture;
the Indenture has been duly authorized by the Company and each Subsidiary Guarantor, and the Indenture has been duly executed and delivered
by the Company and each Subsidiary Guarantor, and as of the Closing Date, the Indenture will constitute a valid and legally binding instrument,
and will be enforceable against the Company and each Subsidiary Guarantor in accordance with its terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’
rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity
or at law) and, with respect to the Company, to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal
Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; no registration, filing or recording of the Indenture
under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture
or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions
thereof contained in the Disclosure Package and the Final Prospectus with respect to the Securities;
(i) Investment
Company Act. The Company and each Subsidiary Guarantor is not and, after giving effect to the offering and sale of the Securities
and the application of the proceeds as described in the Disclosure Package and the Final Prospectus under the heading “Use of Proceeds,”
will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission promulgated thereunder.
(j) Governmental
Authorization and Absence of Further Requirements. No Governmental Authorization is required in connection with the transactions contemplated
herein, except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the blue sky laws
of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated
herein and in the Disclosure Package and the Final Prospectus; except as set forth in or contemplated in the Disclosure Package and the
Final Prospectus, the Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by the
appropriate foreign, federal, provincial, state, municipal or local regulatory authorities necessary to conduct their respective businesses
except where the failure to possess such license, certificate, permit or other authorization would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such subsidiary has received any notice of proceedings
relating to the revocation or modification of any such license, certificate, authorization or permit which, individually or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect;
(k) Material
Changes. Since the representative dates as of which information is given in the Registration Statement, the Disclosure Package and
the Final Prospectus, except as may otherwise be stated therein or contemplated thereby, there has been no material adverse change, actual
or to the knowledge of the Company, pending, in the condition (financial or otherwise), earnings, business or properties of the Company
and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business;
(l) No
Default and Conflict Absence. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein
contemplated will conflict with or result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any of its Significant Subsidiaries pursuant to, (i) the articles or bylaws of the Company or the articles
or certificate of incorporation or formation, as applicable, or bylaws, limited partnership agreement or limited liability company agreement,
as applicable, of any of its Significant Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant
Subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment,
order or decree applicable to the Company or any of its Significant Subsidiaries of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Significant Subsidiaries or any of
its or their properties, except, in the case of (ii) or (iii), such breaches, violations, liens, charges or encumbrances as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Significant
Subsidiary is in violation or default of (i) any provision of its articles, bylaws, certificate of incorporation or formation, limited
partnership agreement or limited liability company agreement, as applicable, (ii) the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party
or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court,
regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such
Significant Subsidiary or any of its properties, as applicable, except, in the case of (ii) or (iii) such violation or default
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(m) Financial
Statements. The consolidated historical financial statements of the Company incorporated by reference in the Disclosure Package, the
Final Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations
and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements
of the Act and Alberta Securities Laws and have been prepared in conformity with generally accepted accounting principles in the United
States, in each case, applied on a consistent basis throughout the periods involved (except as otherwise noted therein). Any selected
financial data set forth in the Disclosure Package, the Final Prospectus and the Registration Statement fairly present, on the basis stated
under such caption in the Disclosure Package, the Final Prospectus and the Registration Statement, the information included therein;
(n) Proceedings
Absence. Except as set forth in or contemplated in the Disclosure Package and the Final Prospectus, no action, suit or proceeding
by or before any court or Governmental Authority involving the Company or any of its subsidiaries or its or their property is pending
or, to the knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance
of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have
a Material Adverse Effect;
(o) Ownership
of Property. Each of the Company and each of its subsidiaries owns or leases all such properties as are necessary to the conduct of
its operations as presently conducted, except such as would not, individually or in the aggregate, constitute a Material Adverse Effect;
(p) Independent
Auditor. PricewaterhouseCoopers LLP, Calgary, Canada, who have audited certain financial statements of the Company and its consolidated
subsidiaries and delivered their report with respect to the audited consolidated financial statements incorporated by reference in the
Disclosure Package and the Final Prospectus, are independent chartered accountants with respect to the Company within the meaning of the
Act and the applicable published rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight
Board of the United States;
(q) Cybersecurity.
Except as set forth in or contemplated in the Disclosure Package and the Final Prospectus, (i) (A) there has been no security
breach or other compromise of or relating to any of the Company’s or any of its subsidiaries’ information technology and computer
systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third
party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (B) the
Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected
to result in, any security breach or other compromise to their IT Systems and Data, except as would not, in the case of this clause (i),
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) the Company and its subsidiaries
are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or
arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security
of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification,
except as would not, in the case of this clause (ii), individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology reasonably consistent
in all material respects with industry standards and practices.
(r) Market
Stabilization. The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably
be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Securities;
(s) Environmental
Law Compliance. Except as set forth in or contemplated in the Disclosure Package and the Final Prospectus, the Company and its subsidiaries
(i) are in substantial compliance with Environmental Laws, (ii) have received and are in substantial compliance with all permits,
licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have
not received notice from a governmental agency or any written notice from a third party under the color of Environmental Law of any actual
or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants
or contaminants, or regarding any actual or potential violation of Environmental Laws, except where such non-compliance with Environmental
Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect;
(t) Compliance
with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency in jurisdictions where the Company and its subsidiaries conduct
business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
agency, authority or body or an arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws
is pending or, to the knowledge of the Company, threatened;
(u) No
Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent,
employee or other affiliate of the Company or any of its subsidiaries has taken any action on behalf of the Company or any of its subsidiaries,
directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (the
“FCPA”), the UK Bribery Act 2010 or the Corruption of Foreign Public Officials Act (Canada), and the rules and
regulations promulgated thereunder, including, without limitation, making use of the mails or any means or instrumentality of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the
FCPA; and the Company, its subsidiaries and, to the knowledge of the Company, their affiliates have conducted their businesses in compliance
with the FCPA, the UK Bribery Act 2010 and the Corruption of Foreign Public Officials Act (Canada) and the rules and regulations
promulgated thereunder;
(v) No
Conflicts with Sanctions Laws. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,
agent, employee or affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered
or enforced by the U.S. government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the
Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority
(collectively, “Sanctions”), and the Company will not directly or indirectly use the proceeds of the offering of the
Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other
person or entity (i) to fund any activities of or business with any person, or in any country or territory, that, at the time of
such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person (including any
person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; and
(w) Accounting
and Disclosure Controls. The Company and its subsidiaries maintain “internal control over financial reporting” (as such
term is defined in Rule 13a-15(f) under the Exchange Act); such internal control over financial reporting and procedures is
effective and the Company and its subsidiaries are not aware of any material weakness in their internal control over financial reporting;
the Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under
the Exchange Act); such disclosure controls and procedures are effective; and there is and has been no failure on the part of the Company
and to the Company’s knowledge any of the Company’s directors or officers, in their capacities as such, to comply with applicable
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402
relating to loans and Sections 302 and 906 relating to certifications.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule
II hereto.
3. Delivery
and Payment.
(a) Delivery
of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto or at such time on such later
date not more than three Business Days after the foregoing date as the Representatives and the Company shall mutually agree, which date
and time may be postponed by agreement between the Representatives and the Company or as provided in Section 10 hereof (such date
and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds
to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company
unless the Representatives shall otherwise instruct.
(b) As
compensation for the services rendered by the Underwriters to the Company in respect of the issuance and sale of the Securities, the Company
on the Closing Date will pay to the Representatives for the respective accounts of the several Underwriters the commission specified in
Schedule I hereto.
4. Offering
by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus. In order to comply with certain exemptions from the prospectus requirements of the Securities Act (Alberta),
the Underwriters hereby agree that they shall not directly or indirectly offer to sell or resell, or sell or resell, any Securities to
residents of Canada.
5. Agreements.
The Company agrees with the several Underwriters that:
(a) Prior
to the termination of the offering of the Securities, the Company will not file any amendment or supplement to the Registration Statement
or Basic Prospectus (including the Final Prospectus or any Preliminary Prospectus Supplement) unless the Company has furnished a copy
to the Representatives for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives
reasonably object. Subject to the foregoing sentence, the Company will prepare the Final Prospectus setting forth the principal amount
of Securities covered thereby, the terms not otherwise specified in the Basic Prospectus pursuant to which the Securities are being issued,
the names of the Underwriters participating in the offering and the principal amount of Securities which each severally has agreed to
purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the Securities are to
be purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any,
in a form approved by the Representatives and shall file such Final Prospectus with the Commission within the time periods specified by
Rule 424(b) under the Act. The Company will promptly file all reports and other documents required to be filed by it with the
Alberta Securities Commission pursuant to Alberta Securities Laws, and the Commission pursuant to Section 13(a), 13(c) or 15(d) of
the Exchange Act for so long as the delivery of a prospectus is required (including in circumstances where such requirement may be satisfied
pursuant to Rule 172 under the Act) in connection with the offering or sale of the Securities, and during such same period will advise
the Representatives, promptly after it receives notice thereof, (1) when any amendment to the Registration Statement has been filed
or becomes effective or any supplement to the Basic Prospectus or any amended Final Prospectus has been filed with the Commission, (2) of
the issuance by the Alberta Securities Commission or the Commission of any stop order or of any order preventing or suspending the use
of any prospectus relating to the Securities, (3) of the suspension of the qualification of such Securities for offering or sale
in any jurisdiction, (4) of the initiation or threatening, to the knowledge of the Company, of any proceeding for any such purpose,
or (5) of any request by the Commission for the amending or supplementing of the Registration Statement, the Final Prospectus or
for additional information relating to the Securities; and the Company will use its commercially reasonable best efforts to prevent the
issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Securities or the
suspension of any such qualification and, in the event of the issuance of any such stop order or of any such order preventing or suspending
the use of any prospectus relating to the Securities or suspending any such qualification, to use its commercially reasonable best efforts
to obtain the withdrawal of such order as soon as possible;
(b) Notwithstanding
the provisions of paragraph (a) above, if, at any time when a prospectus relating to the Securities is required to be delivered under
the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), any event occurs
of which the Company becomes aware and as a result of which the Final Prospectus, as then supplemented, would include any untrue statement
of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus
to comply with the Act or the Exchange Act, or the respective rules thereunder, the Company will (i) promptly notify the Representatives
of such event, (ii) promptly prepare and file with the Commission an amendment or supplement which will correct such statement or
omission or effect such compliance, and (iii) expeditiously supply any supplemented Final Prospectus to the Representatives in such
quantities as they may reasonably request;
(c) As
soon as practicable but not later than 18 months after the date of the effectiveness of the Registration Statement, the Company will make
generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act;
(d) The
Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including
exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery
of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172 under the Act), as many copies of each Preliminary Prospectus Supplement, Issuer Free Writing Prospectus,
Final Prospectus and any supplement thereto as the Representatives may reasonably request;
(e) The
Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of the states of the United States
and such other jurisdictions as the Representatives, after consultation with and approval from the Company, may designate, will maintain
such qualifications in effect so long as required for the distribution of the Securities and will pay any fee of the Financial Industry
Regulatory Authority, Inc., in connection with its review of the offering; provided that in no event shall the Company or any Subsidiary
Guarantor be obligated to qualify to do business or become subject to taxation in any jurisdiction where it is not now so qualified or
so subject or to take any action that would subject it to service of process in suits, other than those arising out of the offering or
sale of the Securities, in any jurisdiction where it is not now so subject;
(f) The
Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of or hedge,
directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect
of, any U.S. dollar debt securities which are substantially similar to the Securities issued or guaranteed by the Company (other than
the Securities) or publicly announce an intention to effect any such transaction until the Business Day set forth in Schedule I hereto;
(g) The
Company will use the net proceeds received by it from the sale of any Securities in the manner specified in the Disclosure Package and
the Final Prospectus under the caption “Use of Proceeds”;
(g.1) The
Company will prepare a final term sheet containing a description of the Securities in the form set forth in Annex G hereto and will file
such term sheet pursuant to Rule 433(d) under the Act within the time required by such rule (the “Final Term
Sheet”);
(h) In
connection with each offering of Securities, the Company will take such steps as it deems necessary to ascertain promptly whether the
Final Prospectus prepared in connection with such offering and transmitted for filing pursuant to Rule 424(b) under the Act
was received for filing by the Commission, and, in the event that such prospectus was not received for filing, it will promptly file such
prospectus not then received for filing;
(i) During
the period in which the Underwriters are distributing the Securities, the Company will not take, directly or indirectly, any action designed
to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities;
(j) The
Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will
not make, any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise
constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed
by the Company with the Commission or retained by the Company under Rule 433 of the Act; provided that the prior written consent
of the Representatives shall be deemed to have been given in respect of the Free Writing Prospectuses identified in Annex G hereto. Any
such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”.
The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer
Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433
of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and
record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing
Prospectus as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Securities
or their offering, (ii) information permitted by Rule 134 under the Act or (iii) information that describes the final terms
of the Securities or their offering and that is included in the Final Term Sheet.
6. Expenses.
The Company and each of the Subsidiary Guarantors will pay or cause to be paid all reasonable expenses incident to the performance of
its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the
Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees or expenses
in connection with the preparation and filing of the Registration Statement, the Basic Prospectus, the Final Prospectus, any free writing
prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing,
and all printing costs associated therewith, (ii) all costs and expenses related to the transfer and delivery of the Securities to
the Underwriters, (iii) any fees charged by the rating agencies for the rating of the Securities, (iv) the cost of the preparation,
issuance and delivery of the Securities, (v) the costs and charges of any trustee, transfer agent, registrar or depositary and (vi) all
other costs and expenses incident to the performance of the obligations of the Company and the Subsidiary Guarantors hereunder for which
provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Agreement, the Underwriters
will pay all of their own costs and expenses, including the fees of their counsel, and transfer taxes on resales of any of the Securities
by them.
7. Conditions
to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Company and each Subsidiary Guarantor contained herein as of the Execution Time
and the Closing Date, to the accuracy of the statements of the Company and each Subsidiary Guarantor made in any certificates pursuant
to the provisions of this Section, to the performance by the Company and each Subsidiary Guarantor of its obligations hereunder and to
the following additional conditions:
(a) The
Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time
period prescribed for such filing and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of
the Registration Statement or any part thereof shall have been issued and no order preventing or suspending the use of any prospectus
relating to the Securities shall have been issued and no proceeding for any such purpose shall have been initiated or threatened by the
Alberta Securities Commission or the Commission;
(b) The
Company shall have requested and caused Sullivan & Cromwell LLP, U.S. counsel for the Company, to have furnished to the Representatives
their opinion and letter, dated the Closing Date and addressed to the Representatives, substantially in the form attached hereto as Annex
B;
(c) The
Company shall have requested and caused McCarthy Tétrault LLP, Canadian counsel for the Company, to have furnished to the Representatives
their opinion, dated the Closing Date and addressed to the Representatives, with respect to the laws of the Province of Alberta and the
federal laws of Canada applicable therein, substantially in the form attached hereto as Annex C.
(d) The
Representatives shall have received from Baker Botts L.L.P., U.S. counsel for the Underwriters, such opinion or opinions, dated the Closing
Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement,
the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and
the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters;
(e) The
Representatives shall have received from Osler, Hoskin & Harcourt LLP, Canadian counsel for the Underwriters, such opinion or
opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture
and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass upon such matters;
(f) The
Representatives shall have received from the Vice President & Corporate Secretary of the Company a certificate, dated the Closing
Date and addressed to the Representatives, substantially in the form attached hereto as Annex D.
(g) The
Representatives shall have received from Norton Rose Fulbright US LLP, U.S. regulatory counsel to the Company, dated the Closing Date,
an opinion substantially in the form attached hereto as Annex E.
(h) The
Company shall have furnished to the Representatives a certificate of the Company, signed by two of its senior officers, dated the Closing
Date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package, the Final Prospectus,
any supplements to the Final Prospectus, and this Agreement, and to the best knowledge of such signers, after due investigation:
| i. | the representations and warranties of the Company and the Subsidiary Guarantors in this Agreement are true and correct on and as of
the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or prior to the Closing Date; |
| ii. | no stop order suspending the effectiveness of the Registration Statement or stop order preventing or suspending the use of any prospectus
relating to the Securities has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge,
threatened by the Alberta Securities Commission or the Commission; and |
| iii. | since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final
Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise),
prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive
of any supplement thereto); |
(i) The
Representatives shall have received from PricewaterhouseCoopers LLP, the Company’s independent auditor, a letter or letters dated
at the Execution Time and at the Closing Date, in form and substance reasonably satisfactory to the Representatives, together with signed
or reproduced copies of such letter or letters for each of the other Underwriters containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement, the Disclosure Package and the Final Prospectus;
(j) [Reserved.]
(k) Subsequent
to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment
thereto) and the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters referred to in paragraph (i) of this Section 7 or (ii) any change,
or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties
of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, the
effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material
and adverse as to make it impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment thereto), the Disclosure Package and the Final Prospectus (exclusive of any supplement
thereto);
(l) Subsequent
to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by Standard &
Poor’s Rating Services, Moody’s Investor Services or Dominion Bond Rating Service Limited and no such rating service shall
have publicly announced or otherwise informed the Company that it has under surveillance or review, with possible negative implications,
its rating or outlook of the Company or any of the Company’s debt securities or preferred stock; and
(m) Prior
to the Closing Date, the Company and each Subsidiary Guarantor shall have furnished to the Representatives such further information, certificates
and documents as the Representatives may reasonably request and as is customary in offerings of securities similar to the Securities.
If any of the conditions specified in this Section 7
shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters,
this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representatives upon notice of cancellation to the Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this
Section 7 shall be delivered at the office of Sullivan & Cromwell LLP, Attention: Catherine Clarkin, 125 Broad Street, New
York, New York 10004 on the Closing Date (or such other date as provided in this Section 7) or such other place as the Representatives
shall so instruct.
8. Reimbursement
of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 7 hereof is not satisfied or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of
the Underwriters (but excluding any termination pursuant to Section 11 hereof), the Company will reimburse the Underwriters severally
through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.
9. Indemnification
and Contribution.
(a) The
Company and each Subsidiary Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, the directors, officers,
employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act
or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement as originally filed, any Preliminary Prospectus Supplement,
the Final Prospectus or any Issuer Free Writing Prospectus, or in all cases any amendment thereof or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company and the Subsidiary Guarantors will not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through
the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the
Company and the Subsidiary Guarantors may otherwise have.
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each Subsidiary Guarantor, each of their directors,
each of their officers who signs the Registration Statement, and each person who controls the Company or a Subsidiary Guarantor within
the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and each Subsidiary
Guarantor to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by
or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges
that the statements set forth in (a) the last paragraph of the cover page regarding delivery of the Securities, (b) under
the heading “The Offering”, the third sentence in the right column adjacent to “Lack of Public Market for the Notes”,
(c) the second sentence within the risk factor “We cannot provide assurance that an active trading market will develop for
the Notes” and (d) under the heading “Underwriting”, (i) the names listed in the table following the second
paragraph of the text, (ii) the fourth paragraph of text concerning concessions, (iii) the fifth and sixth paragraphs of text
concerning price stabilization, short positions and penalty bids, (iv) the second and third sentences in the seventh paragraph of
text concerning market making by the Underwriters, and (v) the sixteenth paragraph of text concerning electronic prospectuses, in
any Preliminary Prospectus Supplement and the Final Prospectus, as applicable, constitute the only information furnished in writing by
or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus Supplement or the Final Prospectus.
(c) Promptly
after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.
The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s
expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present
such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both
the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party,
(iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action, or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.
(d) In
the event that the indemnity provided in paragraph (a) or (b) of this Section 9 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company, the Subsidiary Guarantors and the Underwriters severally agree to contribute
to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending same) (collectively “Losses”) to which the Company, the Subsidiary Guarantors and one or more of the Underwriters
may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the
Underwriters on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may
be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of
the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the Company, the Subsidiary Guarantors and the Underwriters severally
shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company
on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well
as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to
the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault
shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters
on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company, the Subsidiary Guarantors and the Underwriters agree that it would not be just and equitable
if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 9, each person who controls an Underwriter within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution
as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of
the Company or a Subsidiary Guarantor who shall have signed the Registration Statement and each director of the Company or a Subsidiary
Guarantor shall have the same rights to contribution as the Company and the Subsidiary Guarantors, subject in each case to the applicable
terms and conditions of this paragraph (d).
10. Default
by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, and the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed
but failed to purchase shall not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting
Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities
set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names
of all the non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase.
If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this
Agreement, and the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, and arrangements satisfactory to the
Representatives and the Company for the purchase of such Securities by one or more of the non-defaulting Underwriters or other party or
parties approved by the Representatives and the Company are not made within 36 hours after such default, this Agreement will terminate
without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this
Section 10, the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Representatives shall
determine in order that the required changes in the Registration Statement, the Disclosure Package and the Final Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability,
if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.
11. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time, (i) trading of the Company’s common stock
shall have been suspended by the Commission or the New York Stock Exchange or the Toronto Stock Exchange or trading in securities generally
on the New York Stock Exchange or the Toronto Stock Exchange shall have been suspended or limited or minimum prices shall have been established
on any of such Exchanges, (ii) a banking moratorium shall have been declared either by authorities in the United States, Canada or
New York State, (iii) a change or development involving a prospective change in Canadian taxation affecting the Securities or the
transfer thereof or the imposition of exchange controls by the United States or Canada, or (iv) there shall have occurred any outbreak
or escalation of hostilities involving Canada or the United States, declaration by the United States or Canada of a national emergency
or war, or other calamity or crisis, the effect of which on financial markets in the United States or Canada is such as to make it, in
the sole judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities
as contemplated by the Disclosure Package and the Final Prospectus.
11.1 No
Advisory or Fiduciary Responsibility. The Company and each Subsidiary Guarantor acknowledges and agrees that: (i) the purchase
and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and
any related discounts and commissions, is an arm’s-length commercial transaction between the Company and each Subsidiary Guarantor,
on the one hand, and the several Underwriters, on the other hand, and the Company and each Subsidiary Guarantor is capable of evaluating
and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in
connection with the offer and sale of the Securities as contemplated hereby and the process leading to such offer and sale, each Underwriter
is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders,
creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility
in favor of the Company or any Subsidiary Guarantor with respect to the offer and sale of the Securities as contemplated hereby or the
process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and
no Underwriter has any obligation to the Company or any Subsidiary Guarantor with respect to the offering contemplated hereby except the
obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in
a broad range of transactions that involve interests that differ from those of the Company and the Subsidiary Guarantors and that the
several Underwriters have no obligation to disclose to the Company or the Subsidiary Guarantors any of such interests by virtue of any
advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice
with respect to the offering contemplated hereby and the Company and each Subsidiary Guarantor has consulted its own legal, accounting,
regulatory and tax advisors to the extent it deemed appropriate.
This Agreement supersedes all prior agreements
and understandings (whether written or oral) between the Company and the Subsidiary Guarantors and the several Underwriters, or any of
them, with respect to the subject matter hereof. The Company and each Subsidiary Guarantor hereby waives and releases, to the fullest
extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach
of fiduciary duty.
11.2 Agreement
of the Underwriters. Each Underwriter represents that it has not made, and agrees that, unless it obtains the prior written consent
of the Company, it will not make, any offer relating to the Securities that constitutes or would constitute a “free writing prospectus”
(as defined in Rule 405 of the Act) required to be filed with the Commission or retained under Rule 433 of the Act; provided
that the prior written consent of the Company shall be deemed to have been given in respect of the Free Writing Prospectuses identified
in Annex G hereto and in respect of the use by any Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing
Prospectus as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Securities
or their offering, (ii) information permitted by Rule 134 under the Act or (iii) information that describes the final terms
of the Securities or their offering and that is included in the Final Term Sheet. Any such free writing prospectus consented to by the
Company is hereinafter referred to as an “Underwriter Permitted Free Writing Prospectus”. The Underwriters agree that they
have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Underwriter
Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
11.3 [Reserved.]
12. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company,
the Subsidiary Guarantors or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Subsidiary Guarantors
or any of the officers, directors, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.
13. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telefaxed to BofA Securities, Inc., 1540 Broadway, NY8-540-26-02, New
York, New York 10036 (Fax: 646-855-5958), Attn: High Grade Transaction Management/Legal, to Mizuho Securities USA LLC, 1271 Avenue of
the Americas, New York, New York 10020, Attention: Debt Capital Markets (Fax: (212) 205-7812), to SMBC Nikko Securities America, Inc.,
277 Park Avenue, New York, New York 10172, Attention: Debt Capital Markets (Email: prospectus@smbcnikko-si.com) and to Truist Securities, Inc.,
3333 Peachtree Road, NE, Atlanta, Georgia 30326, Attention: Legal Department, and confirmed to Joshua Davidson, Baker Botts L.L.P.
(Fax: 713-229-2527); or, if sent to the Company or the Subsidiary Guarantors, will be mailed, delivered or emailed to Enbridge Inc. attention:
Vice President & Corporate Secretary (corporatesecretary@enbridge.com) and confirmed to it at 200, 425-1st Street S.W., Calgary,
Alberta, T2P 3L8.
14. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,
employees, agents and controlling persons referred to in Section 9 hereof, and no other person will have any right or obligation
hereunder.
15. Submission
to Jurisdiction; Agent for Service; Waiver of Immunities. The Company and each Subsidiary Guarantor irrevocably (i) agrees that
any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising
out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court in the State
of New York, Borough of Manhattan (each such court, a “New York Court”), (ii) waives, to the fullest extent it
may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits
to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company will promptly appoint Enbridge (U.S.)
Inc., 5400 Westheimer Court, Houston, Texas 77056, as its authorized agent (the “Authorized Agent”) upon whom process
may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted
in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any
such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto.
Such appointment shall be irrevocable and in full force and effect so long as any Securities are outstanding. The Company represents and
warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including
the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective
service of process upon the Company.
To the extent that the Company has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior
to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives
such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law.
The provisions of this Section 15 shall survive
any termination of this Agreement, in whole or in part.
16. Judgment
Currency. The obligation of the Company in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency
other than United States dollars, not be discharged until the first Business Day following receipt by such Underwriter of any sum adjudged
to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures
purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due
to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter
against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such
Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such
Underwriter hereunder.
17. Applicable
Law; Jury Waiver. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed within the State of New York. The Company, each of the Subsidiary Guarantors and each of the Underwriters
hereby irrevocably waive, to the fullest extent permitted by applicable law, and any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.
18. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) For
purposes of this Section 18, (i) the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate”
in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) the term “Covered Entity” means
any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);
(iii) the term “Default Rights” has the meaning assigned to that term in, and shall be interpreted in accordance
with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) the term “U.S Special Resolution Regime”
means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
19. Compliance
with USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on
October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients,
including the Company and the Subsidiary Guarantors, which information may include the name and addresses of their respective clients,
as well as other information that will allow the Underwriters to properly identify their respective clients.
20. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute
one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by
the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable
law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.
21. Headings.
The Section headings used herein are for convenience only and shall not affect the construction hereof.
22. Definitions.
The terms which follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall mean the Securities
Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Agreement” shall have the meaning
assigned to such term in Section 1(b.3).
“Alberta Securities Laws” shall
mean the securities laws, rules, regulations and published policy statements applicable within the Province of Alberta.
“Applicable Time” shall have
the meaning assigned to such term in Section 1(b.2) hereof.
“Basic Prospectus” shall have
the meaning assigned to such term in Section 1(b) hereof.
“Business Day” shall mean any
day other than a Saturday, a Sunday or a day on which banking institutions are authorized or obligated by law or regulation to close in
New York City, Toronto or Calgary.
“Closing Date” shall have the
meaning assigned to such term in Section 3 hereof.
“Commission” shall mean the
Securities and Exchange Commission.
“Disclosure Package” shall have
the meaning assigned to such term in Section 1(b.2) hereof.
“Effective Date” shall mean
each date and time that any part of the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective.
“Environmental Laws” shall mean
any Canadian, United States and other applicable foreign, federal, provincial, state, local or municipal laws and regulations or common
law relating to the protection of human health and safety, the environment, natural resources or hazardous or toxic substances or wastes,
pollutants or contaminants.
“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean
the date and time that this Agreement is executed and delivered by the parties hereto.
“Final Prospectus” shall have
the meaning assigned to such term in Section 1(b) hereof.
“Governmental Authority” shall
mean any court or governmental agency or body or any arbitrator of any kind having jurisdiction over the Company or any of its subsidiaries
or any of their properties.
“Governmental Authorization”
shall mean any consent, approval, authorization, order, permit, license, filing, registration, clearance or qualification of, or with
any statute, order, rule or regulation of any Governmental Authority.
“Issuer Free Writing Prospectus”
shall mean an issuer free writing prospectus as defined in Rule 433 under the Act.
“Material Adverse Effect” shall
mean a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and
its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
“Preliminary Prospectus Supplement”
shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is
used by the Underwriters prior to filing of the Final Prospectus, together with the Basic Prospectus.
“Significant Subsidiary” shall
mean the “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X under the
Act), all of which (other than intermediate holding companies or other similar entities which do not hold any substantial assets other
than equity interests in Significant Subsidiaries) are listed in Annex A hereto.
“subsidiary” shall have the
meaning ascribed thereto in Rule 1-02 of Regulation S-X under the Act.
“Trust Indenture Act” shall
mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
[Signature pages follow]
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent
a binding agreement among the Company, each Subsidiary Guarantor and the several Underwriters.
| |
Very truly yours, |
| |
|
| |
|
| |
ENBRIDGE INC. |
| |
|
| |
|
| |
By: |
/s/ Max G. Chan |
| |
|
Name: |
Max G. Chan |
| |
|
Title: |
Vice President, Treasury & Enterprise Risk |
| |
|
| |
|
| |
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/ Max G. Chan |
| |
|
Name: |
Max G. Chan |
| |
|
Title: |
Treasurer |
| |
|
| |
|
| |
ENBRIDGE ENERGY PARTNERS, L.P. |
| |
|
| |
|
| |
By: Enbridge Energy Company, Inc.,
its General Partner |
| |
|
| |
|
| |
By: |
/s/ Max G. Chan |
| |
|
Name: |
Max G. Chan |
| |
|
Title: |
Treasurer |
[Signature page to Underwriting Agreement]
| |
BOFA SECURITIES, INC. |
| |
|
| |
|
| |
By: |
/s/ Laurie Campbell |
| |
|
Name: |
Laurie Campbell |
| |
|
Title: |
Managing Director |
[Signature page to
Underwriting Agreement]
| |
MIZUHO SECURITIES USA LLC |
| |
|
| |
|
| |
By: |
/s/ W. Scott Trachsel |
| |
|
Name: |
W. Scott Trachsel |
| |
|
Title: |
Managing Director |
[Signature page to Underwriting
Agreement]
| |
SMBC NIKKO SECURITIES AMERICA, INC. |
| |
|
| |
|
| |
By: |
/s/ Omar F. Zaman |
| |
|
Name: |
Omar F. Zaman |
| |
|
Title: |
Managing Director |
[Signature page to
Underwriting Agreement]
| |
TRUIST SECURITIES, INC. |
| |
|
| |
|
| |
By: |
/s/ Rob Nordlinger |
| |
|
Name: |
Rob Nordlinger |
| |
|
Title: |
Director |
| |
|
|
|
| |
For themselves and the other several
Underwriters named in Schedule II to the foregoing Agreement. |
[Signature page to
Underwriting Agreement]
SCHEDULE I
Underwriting Agreement dated February 15, 2022
Registration
Statement No. 333-231553
Representatives: BofA
Securities, Inc.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Truist Securities, Inc.
Title, Purchase Price, Underwriting Discount and Description of Securities:
| Title: |
|
2.150% Senior
Notes due 2024 (the “2024 Notes”)
2.500% Senior
Notes due 2025 (the “2025 Notes”)
Floating Rate
Senior Notes due 2024 (the “Floating Rate Notes”) |
| |
|
|
| Principal amount: |
|
US$400,000,000 of 2024 Notes
US$500,000,000 of 2025 Notes
US$600,000,000 of Floating Rate Notes |
| |
|
|
| Purchase Price: |
|
2024 Notes – 99.716%
2025 Notes – 99.584%
Floating Rate Notes – 99.800% |
| |
|
|
| Underwriting discount: |
|
2024 Notes – 0.200%
2025 Notes – 0.350%
Floating Rate Notes – 0.200%,
in each case of the aggregate principal
amount of the respective series of Securities sold hereunder
|
| |
|
|
| Sinking fund provisions: |
|
None |
| |
|
|
| Optional redemption provisions for the 2024 Notes and 2025 Notes: |
|
On any date prior to the applicable maturity date for an amount equal to the principal amount of the notes redeemed plus a make-whole premium and accrued but unpaid interest to the redemption date. |
| |
|
|
| Optional redemption provisions for the Floating Rate Notes: |
|
None |
| |
|
|
| Tax Redemption |
|
Each series of the Securities will be redeemable in whole, at any time, if certain changes affecting Canadian withholding taxes occur. See “Description of the Notes and the Guarantees— Redemption—Tax Redemption” contained in the Preliminary Prospectus Supplement. |
Closing Date, Time and Location:
February 17
at 9:00 a.m. (New York Time) at
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Type of Offering: Non-delayed
Date referred to in Section 5(f) after which the Company
may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representatives shall be the Closing
Date.
Modification
of items to be covered by the letters from PricewaterhouseCoopers LLP pursuant to Section 7(i) at the Execution Time: None
SCHEDULE II
| Underwriters | |
Principal Amount
of 2.150% Senior
Notes due 2024
to be Purchased | | |
Principal Amount
of 2.500% Senior
Notes due 2025 to
be Purchased | | |
Principal Amount of
Floating Rate Senior
Notes due 2024 to be
Purchased | |
| BofA Securities, Inc. | |
US$ | 80,000,000 | | |
US$ | 100,000,000 | | |
US$ | 120,000,000 | |
| Mizuho Securities USA LLC | |
$ | 80,000,000 | | |
$ | 100,000,000 | | |
$ | 120,000,000 | |
| SMBC Nikko Securities America, Inc. | |
$ | 80,000,000 | | |
$ | 100,000,000 | | |
$ | 120,000,000 | |
| Truist Securities, Inc. | |
$ | 80,000,000 | | |
$ | 100,000,000 | | |
$ | 120,000,000 | |
| Loop Capital Markets LLC | |
$ | 40,000,000 | | |
$ | 50,000,000 | | |
$ | 60,000,000 | |
| Academy Securities, Inc. | |
$ | 10,000,000 | | |
$ | 12,500,000 | | |
$ | 15,000,000 | |
| AmeriVet Securities, Inc. | |
$ | 10,000,000 | | |
$ | 12,500,000 | | |
$ | 15,000,000 | |
| C.L. King & Associates, Inc. | |
$ | 10,000,000 | | |
$ | 12,500,000 | | |
$ | 15,000,000 | |
| Roberts & Ryan Investments, Inc. | |
$ | 10,000,000 | | |
$ | 12,500,000 | | |
$ | 15,000,000 | |
| Total | |
US$ | 400,000,000 | | |
US$ | 500,000,000 | | |
US$ | 600,000,000 | |
ANNEX A
Significant Subsidiaries
| Subsidiary | |
Organized Under the Laws of |
| Enbridge Pipelines Inc. | |
Canada |
| Enbridge Energy Company, Inc. | |
Delaware |
| Enbridge (U.S.) Inc. | |
Delaware |
| Tidal Energy Marketing Inc. | |
Canada |
| Tidal Energy Marketing (U.S.) L.L.C. | |
Delaware |
| Enbridge Energy Partners, L.P. | |
Delaware |
| Spectra Energy, LLC | |
Delaware |
| Spectra Energy Partners, LP | |
Delaware |
| Enbridge Management Services Inc. | |
Canada |
| Enbridge Gas Inc. | |
Ontario |
ANNEX B
Form of Opinion Paragraphs of Sullivan &
Cromwell LLP
ANNEX C
Form of Opinion Paragraphs of McCarthy
Tétrault LLP
ANNEX D
ENBRIDGE INC.
Officer’s Certificate
ANNEX E
Form of Opinion Paragraphs of Norton Rose
Fulbright US LLP
ANNEX F
[Reserved.]
ANNEX G
FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration No. 333-231553
February 15, 2022
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the registration statement, any amendment and any applicable
prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment
decision.
ENBRIDGE INC.
2.150% Senior Notes
due 2024
2.500% Senior Notes
due 2025
Floating Rate Senior
Notes due 2024
| Issuer: |
|
Enbridge Inc. |
|
|
| Guarantors: |
|
Spectra Energy Partners, LP
Enbridge Energy Partners, L.P. |
|
|
| Issue of Securities: |
|
2.150% Senior Notes due 2024 |
|
2.500% Senior Notes due 2025 |
|
Floating Rate Senior Notes due 2024 |
| Principal Amount: |
|
US$400,000,000 |
|
US$500,000,000 |
|
US$600,000,000 |
| Coupon: |
|
2.150% |
|
2.500% |
|
Compounded SOFR plus 0.630% per annum (63 basis points) |
| Compounded SOFR: |
|
|
|
|
|
A compounded average of SOFR determined for each quarterly Floating Rate Notes Interest Period based on SOFR Index and determined in accordance with the specific formula described under “Description of the Notes and the Guarantees—Principal and Interest—Compounded SOFR” in the prospectus supplement filed with the SEC for the offering to which this communication relates. |
| Day Count Convention: |
|
30/360 |
|
30/360 |
|
Actual/360 |
| Interest Payment Dates: |
|
Semi-annually on February 16 and August 16, commencing on August 16, 2022. |
|
Semi-annually on February 14 and August 14, commencing on August 14, 2022. |
|
Quarterly on February 16, May 16, August 16 and November 16, commencing on May 16, 2022. |
| Maturity Date: |
|
February 16, 2024 |
|
February 14, 2025 |
|
February 16, 2024 |
| Treasury Benchmark: |
|
0.875% due January 31, 2024 |
|
1.500% due February 15, 2025 |
|
|
| U.S. Treasury Yield: |
|
1.563% |
|
1.793% |
|
|
| Spread to Treasury: |
|
+0.630% |
|
+0.730% |
|
|
| Re-offer Yield: |
|
2.193% |
|
2.523% |
|
|
| Initial Price to Public: |
|
99.916% |
|
99.934% |
|
100.000% |
| Minimum Denominations: |
|
US$2,000 x $1,000 |
|
US$2,000 x $1,000 |
|
US$2,000 x $1,000 |
| Optional Redemption: |
|
On any date prior to the maturity date for an amount equal to the principal
amount of the notes redeemed plus a make-whole premium and accrued but unpaid interest to the redemption date.
|
|
On any date prior to the maturity date for an amount equal to the principal amount of the notes redeemed plus a make-whole premium and accrued but unpaid interest to the redemption date. |
|
None |
| Make-Whole Premium: |
|
U.S. Treasury +10 bps |
|
U.S. Treasury +12.5 bps |
|
|
| Tax Redemption |
|
Each series of notes may redeemed in whole, at any time, if certain changes affecting Canadian withholding taxes occur. See “Description of the Notes and the Guarantees— Redemption—Tax Redemption” contained in the prospectus supplement filed with the SEC for the offering to which this communication relates. |
| CUSIP / ISIN: |
|
29250N BK0 / US29250NBK00 |
|
29250N BL8 / US29250NBL82 |
|
29250N BM6 / US29250NBM65 |
| Trade/Pricing Date: |
|
February 15, 2022 |
| Settlement Date: |
|
February 17, 2022 (T+2) |
|
|
|
|
| Joint Book-Running Managers: |
|
BofA Securities, Inc.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Truist Securities, Inc. |
| Co-Managers: |
|
Loop Capital Markets LLC
Academy Securities, Inc
AmeriVet Securities, Inc.
C.L. King & Associates, Inc.
Roberts & Ryan Investments, Inc. |
Capitalized terms used and not defined herein
have the meanings assigned in the issuer’s Preliminary Prospectus Supplement, dated February 15, 2022.
The issuer and guarantors have filed a
registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling
BofA Securities, Inc. at 1-800-294-1322, Mizuho Securities
USA LLC at 1-800-271-7403, SMBC Nikko Securities America, Inc. at
1-888-868-6856 or Truist Securities, Inc. at 1-800-685-4786.
Not
for retail investors in the European Economic Area (“EEA”) or the United Kingdom. No key information document (KID) as required
by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) or as required by the PRIIPs Regulation as it forms
part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018, as amended, has been prepared as not available to retail
investors in the EEA or the United Kingdom, respectively.
Any disclaimer or other notice that may appear
below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result
of this communication being sent by Bloomberg or another email system.
Exhibit 4.1
ENBRIDGE INC.
OFFICERS’ CERTIFICATE
PURSUANT TO SECTIONS 102, 201, AND 301 OF THE
INDENTURE
We, Maximilian G. Chan, Vice President, Treasury &
Enterprise Risk, and Karen K.L. Uehara, Vice President & Corporate Secretary, of Enbridge Inc., a corporation duly incorporated
under the Companies Act of the Northwest Territories and continued and existing under the Canada Business Corporations Act (the
“Company”), in connection with the issuance by the Company on the date hereof of (i) US$400,000,000 aggregate principal
amount of the Company’s 2.150% Senior Notes due 2024 (the “2024 Notes”), (ii) US$500,000,000 aggregate principal
amount of the Company’s 2.500% Senior Notes due 2025 (the “2025 Notes”) and (iii) US$600,000,000 aggregate principal
amount of the Company’s Floating Rate Senior Notes due 2024 (the “Floating Rate Notes” and, collectively with the 2024
Notes and the 2025 Notes, the “Notes”), each hereby certify pursuant to Sections 102, 201 and 301 of the Indenture, dated
as of February 25, 2005 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee
(the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of March 1, 2012, between
the Company and the Trustee, the Sixth Supplemental Indenture, dated as of May 13, 2019, among the Trustee, the Company, Spectra
Energy Partners, LP, a Delaware limited partnership (“SEP”), and Enbridge Energy Partners, L.P., a Delaware limited partnership
(together with SEP, the “Guarantors”) and the Eighth Supplemental Indenture, dated as of June 28, 2021, among the Company,
the Guarantors and the Trustee (the Base Indenture as amended and supplemented, the “Indenture”), that:
| (1) | The undersigned have read all of the conditions (including all definitions relating thereto) set forth in the Indenture for the authorization,
issuance, authentication and delivery of the Notes. |
| (2) | The undersigned have examined the documents submitted by the Company to the Trustee relating to the Notes and certain other Company
documents and records, including the resolutions of the Board of Directors of the Company (the “Board”) referred to below
and the actions of the Vice President, Treasury & Enterprise Risk and the Vice President & Corporate Secretary of the
Company referred to below. |
| (3) | The undersigned have made such examination or investigation as is necessary to enable him or her, as the case may be, to express the
informed opinion set forth in Paragraph 4 of this Certificate. |
| (4) | In the opinion of the undersigned, the conditions of the applicable provisions of the Indenture have been complied with in connection
with the issuance of the Notes. |
| (5) | On February 15, 2022, in accordance with the resolutions approved by the Board at meetings of the Board held on February 12
and 13, 2019 and November 30, 2021 (the “Resolutions”), certain of the Authorized Officers (as defined in the Resolutions),
following discussions by telephone among the officers of the Company and representatives of the Underwriters named below with respect
to the terms to be established in respect of the issue and sale of the Notes to the several underwriters named in Schedule II (the “Underwriters”)
to the Underwriting Agreement, dated as of February 15, 2022, among the Company and each of the Guarantors and BofA Securities Inc.,
Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the Underwriters,
and the resale by the Underwriters of the Notes to the public, agreed upon and set the terms concerning the issue of the Notes, in accordance
with Section 301 of the Indenture. The terms of the Notes, form of the 2024 Notes, form of the 2025 Notes and form of the Floating
Rate Notes are attached hereto as Exhibits A, B, C and D, respectively. |
[Remainder of the page intentionally left
blank]
IN WITNESS WHEREOF, each of the undersigned has
executed this Certificate on behalf of the Company as of this 17th day of February, 2022.
| Enbridge Inc. |
| | |
| | |
| By: |
/s/ Karen K.L. Uehara |
| Name: Karen K.L.
Uehara |
| Title: Vice President &
Corporate Secretary |
| | |
| | |
| By: |
/s/ Maximilian G. Chan |
| Name: Maximilian G.
Chan |
| Title: Vice President,
Treasury & Enterprise Risk |
[Signature Page to Officer’s Certificate
Pursuant to Indenture]
Exhibit A
Terms of Notes
Terms
of US$400,000,000 2.150% Senior Notes due 2024
Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Indenture.
| (1) | Title of Securities: “2.150% Senior Notes due 2024” (the “2024 Notes”). |
| (2) | Total Aggregate Principal Amount of 2024 Notes to be initially issued and sold to the Underwriters for Resale to the Public:
US$400,000,000. The Company may, at any time, and from time to time, issue additional 2024 Notes under the Indenture in unlimited amounts
having the same terms as the 2024 Notes, and such additional 2024 Notes will, together with the then existing 2024 Notes and any notes
which may be issued in exchange or substitution therefor, constitute a single series of notes under the Indenture. |
| (3) | Guarantees: In accordance with Section 1401 of the Indenture, the 2024 Notes are guaranteed by both Guarantors. |
| (4) | Maturity Date: February 16, 2024 (the “2024 Notes Maturity Date”). |
| (5) | Interest: The 2024 Notes will bear interest at the rate of 2.150% per annum, accruing from February 17, 2022, or from
the most recent Interest Payment Date to which interest has been paid or duly provided for. |
| (6) | Interest Payment Dates: February 16 and August 16 of each year, beginning August 16, 2022, subject to adjustment
if any such day is not a Business Day. |
| (7) | Regular Record Dates for Interest Payable on any Interest Payment Date: The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the Person in whose name the 2024 Notes (or one or more Predecessor Securities)
is registered on the close of business of (i) if the 2024 Notes are issued as Global Securities, the day immediately preceding the
Interest Payment Date or (ii) if the Notes are issued in definitive form, the 15th calendar day preceding each Interest
Payment Date, in each case whether or not a Business Day. Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the 2024 Note (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of the 2024 Notes not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
2024 Notes may be listed, and upon such notice as may be required by such exchange, in each case, all as more fully provided in the Indenture. |
| (8) | Place of Payment for the 2024 Notes: The place of payment of the principal of (and premium, if any) and any such interest on
the 2024 Notes will be the office or agency of the Company maintained for that purpose, which initially shall be the Trustee’s corporate
trust office in the City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts, including by wire transfer of such payment to the person entitled to receive such payments as
specified in the Security Register; provided, however, that at the option of the Company payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing, payment
of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures of the Depositary. |
| (9) | Optional Redemption: Prior to the 2024 Notes Maturity Date, the Company may redeem the 2024 Notes, at its option, in whole
or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of: |
| (a) | (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ten (10) basis
points less (ii) interest accrued to the Redemption Date |
| (b) | 100% of the principal amount of the 2024 Notes to be redeemed, |
plus,
in either case, accrued interest thereon to, but not including, the Redemption Date.
Notwithstanding the foregoing, installments of
interest on 2024 Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to the relevant 2024 Redemption
Date will be payable to the Holders of 2024 Notes registered at the close of business on the relevant record dates according to the terms
and provisions of the Indenture.
In connection with the above optional redemption
provisions, the following defined terms apply:
“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity
on H.15 exactly equal to the period from the Redemption Date to the applicable maturity date (the “Remaining Life”); or (2) if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life – and shall interpolate to the applicable maturity date on a straight-line basis (using
the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from
the redemption date.
If on the third Business Day preceding the redemption
date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding
such Redemption Date of the U.S. Treasury security maturing on, or with a maturity that is closest to, the applicable maturity date, as
applicable. If there is no U.S. Treasury security maturing on the applicable maturity date but there are two or more U.S. Treasury securities
with a maturity date equally distant from the applicable maturity date, one with a maturity date preceding the applicable maturity date
and one with a maturity date following the applicable maturity date, the Company shall select the U.S. Treasury security with a maturity
date preceding the applicable maturity date. If there are two or more U.S. Treasury securities maturing on the applicable maturity date
or two or more U.S. Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two
or more U.S. Treasury securities the U.S. Treasury security that is trading closest to par based upon the average of the bid and asked
prices for such U.S. Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based upon the average of the bid
and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such U.S. Treasury security, and
rounded to three decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before
the Redemption Date to each holder of the 2024 Notes to be redeemed.
In the case of a partial redemption, selection
of the 2024 Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate
and fair. No 2024 Notes of a principal amount of $1,000 or less will be redeemed in part. If any Note is to be redeemed in part only,
the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note
in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender
for cancellation of the original Note. For so long as the 2024 Notes are held by the Depositary, the redemption of the 2024 Notes shall
be done in accordance with the policies and procedures of the Depositary.
Unless the Company defaults in payment of the Redemption
Price, on and after the Redemption Date interest will cease to accrue on the 2024 Notes or portions thereof called for redemption.
| (10) | Additional Amounts: The Company will, subject to the exceptions and limitations set forth below, pay to the Holder of a 2024
Note who is a non-resident of Canada under the Income Tax Act (Canada) such additional amounts as may be necessary so that every
net payment on such 2024 Note, after deduction or withholding by the Company or of any Paying Agent for or on account of any present or
future tax, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed by the
government of Canada (or any political subdivision or taxing authority thereof or therein) (collectively, “Canadian Taxes”)
upon or as a result of such payment, will not be less than the amount provided in the 2024 Notes to be then due and payable (and the Company
shall remit the full amount withheld to the relevant authority in accordance with applicable law); provided, however, that
the Company will not be required to make any payment of additional amounts: |
| (a) | to any person in respect of whom such taxes are required to be withheld or deducted as a result of such person or any other person
that has a beneficial interest in respect of any payment under the 2024 Notes not dealing at arm’s length with the Company (within
the meaning of the Income Tax Act (Canada)), (ii) being a “specified shareholder” (as defined in subsection 18(5) of
the Income Tax Act (Canada)) of the Company, or (iii) not dealing at arm’s length (for the purposes of the Income
Tax Act (Canada)) with such a “specified shareholder”; |
| (b) | to any person by reason of such person being connected with Canada (otherwise than merely by holding or ownership of a 2024 Note or
receiving any payments or exercising any rights thereunder), including without limitation a non-resident insurer who carries on an insurance
business in Canada and in a country other than Canada; |
| (c) | for or on account of any tax, assessment or other governmental charge which would not have been so imposed but for: (i) the presentation
by the Holder of a 2024 Note for payment on a date more than 30 days after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later; or (ii) the Holder’s failure to comply with any
certification, identification, information, documentation or other reporting requirements if compliance is required by law, regulation,
administrative practice or an applicable treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding
of, any such taxes, assessment or charge; |
| (d) | for or on account of any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other
governmental charge; |
| (e) | for or on account of any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment
to a person on a 2024 Note if such payment can be made to such person without such withholding by at least one other Paying Agent the
identity of which is provided to such person; |
| (f) | for or on account of any tax, assessment or other governmental charge which is payable otherwise than by withholding from a payment
on a 2024 Note; |
| (g) | any withholding or deduction imposed pursuant to: (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended
(“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any
treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect
to FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between the Company or the
Guarantors and the United States or any authority thereof implementing FATCA; or |
| (h) | for any combination of items (a), (b), (c), (d), (e), (f) and (g). |
nor will additional
amounts be paid with respect to any payment on a 2024 Note to a Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by the laws of Canada (or any political subdivision thereof)
to be included in the income for Canadian federal income tax purposes of a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been entitled to payment of the additional amounts had such beneficiary,
settlor, member or beneficial owner been the Holder of such 2024 Note.
The
Company will furnish to the Holders of the 2024 Notes by mail, within 30 days after the date of the payment of any Canadian Taxes
is due under applicable law, certified copies of tax receipts or other documents evidencing such payment.
Wherever
in the 2024 Notes or the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest
or any other amount payable under or with respect to the 2024 Notes, such mention shall be deemed to include mention of the payment of
additional amounts to the extent that, in such context additional amounts are, were or would be payable in respect thereof.
| (11) | Tax Redemption: The 2024 Notes will be subject to redemption at any time at a Redemption Price equal to the principal amount
of the 2024 Notes, together with accrued and unpaid interest to the 2024 Redemption Date, upon the giving of notice by first-class mail
at least 10 days, but not more than 60 days, before the 2024 Redemption Date to each Holder of the 2024 Notes to be redeemed, if the Company
(or its successor) determines that (1) as a result of (A) any amendment to or change (including any announced prospective change)
in the laws or related regulations of Canada (or the Company’s successor’s jurisdiction of organization) or of any applicable
political subdivision or taxing authority or (B) any amendment to or change in an interpretation or application of such laws or regulations
by any legislative body, court, governmental agency or regulatory authority announced or becoming effective on or after February 15,
2022, the Company has or will become obligated to pay, on the next Interest Payment Date for the 2024 Notes, additional amounts with respect
to any notes of the series as described above, or (2) on or after February 15, 2022, any action has been taken by any taxing
authority of, or any decision has been rendered by a court in, Canada (or the Company’s successor’s jurisdiction of organization)
or any applicable political subdivision or taxing authority, including any of those actions specified in (1) above, whether or not
the action was taken or decision rendered with respect to the Company, or any change, amendment, application or interpretation is officially
proposed, which, in the opinion of the Company’s counsel, will result in the Company becoming obligated to pay, on the next Interest
Payment Date, additional amounts with respect to any note of the series, and the Company has determined that the obligation cannot be
avoided by the use of reasonable available measures. |
| (12) | Denominations: The 2024 Notes are issuable only in registered form without coupons in denominations of US$2,000 and integral
multiples of US$1,000 thereof. |
| (13) | Sinking Fund: The 2024 Notes will not be subject to any sinking fund. |
| (14) | Defeasance and Covenant Defeasance: The 2024 Notes will be subject to defeasance and discharge as provided in Sections 1302
and 1303 of the Indenture. |
| (15) | Form of Securities: The 2024 Notes will be initially represented by fully registered global notes deposited in book-entry
form with, or on behalf of, The Depository Trust Company (the “Depositary”), and registered in the name of Cede &
Co., as nominee of the Depositary, or such other name as may be requested by an authorized representative of the Depositary. The 2024
Notes may be transferred or exchanged only through the Depositary and its participants, except under the circumstances specified in the
Indenture. |
Terms
of US$500,000,000 2.500% Senior Notes due 2025
Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Indenture.
| (1) | Title of Securities: “2.500% Senior Notes due 2025” (the “2025 Notes”). |
| (2) | Total Aggregate Principal Amount of 2025 Notes to be initially issued and sold to the Underwriters for Resale to the Public:
US$500,000,000. The Company may, at any time, and from time to time, issue additional 2025 Notes under the Indenture in unlimited amounts
having the same terms as the 2025 Notes, and such additional 2025 Notes will, together with the then existing 2025 Notes and any notes
which may be issued in exchange or substitution therefor, constitute a single series of notes under the Indenture. |
| (3) | Guarantees: In accordance with Section 1401 of the Indenture, the 2025 Notes are guaranteed by both Guarantors. |
| (4) | Maturity Date: February 14, 2025 (the “2025 Notes Maturity Date”). |
| (5) | Interest: The 2025 Notes will bear interest at the rate of 2.500% per annum, accruing from February 15, 2022, or from
the most recent Interest Payment Date to which interest has been paid or duly provided for. |
| (6) | Interest Payment Dates: February 14 and August 14 of each year, beginning August 14, 2022, subject to adjustment
if any such day is not a Business Day. |
| (7) | Regular Record Dates for Interest Payable on any Interest Payment Date: The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the Person in whose name the 2025 Notes (or one or more Predecessor Securities)
is is registered on the close of business of (i) if the 2025 Notes are issued as Global Securities, the day immediately preceding
the Interest Payment Date or (ii) if the Notes are issued in definitive form, the 15th calendar day preceding each Interest
Payment Date, in each case whether or not a Business Day. Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the 2025 Note (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of the 2025 Notes not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
2025 Notes may be listed, and upon such notice as may be required by such exchange, in each case, all as more fully provided in the Indenture. |
| (8) | Place of Payment for the 2025 Notes: The place of payment of the principal of (and premium, if any) and any such interest on
the 2025 Notes will be the office or agency of the Company maintained for that purpose, which initially shall be the Trustee’s corporate
trust office in the City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts, including by wire transfer of such payment to the person entitled to receive such payments as
specified in the Security Register; provided, however, that at the option of the Company payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing, payment
of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures of the Depositary. |
| (9) | Optional Redemption: Prior to the 2025 Notes Maturity Date, the Company may redeem the 2025 Notes, at its option, in whole
or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of: |
| (a) | (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points less
(ii) interest accrued to the Redemption Date |
| (b) | 100% of the principal amount of the 2025 Notes to be redeemed, |
plus,
in either case, accrued interest thereon to, but not including, the Redemption Date.
Notwithstanding the foregoing, installments of
interest on 2025 Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to the relevant Redemption
Date will be payable to the Holders of 2025 Notes registered at the close of business on the relevant record dates according to the terms
and provisions of the Indenture.
In connection with the above optional redemption
provisions, the following defined terms apply:
“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity
on H.15 exactly equal to the period from the Redemption Date to the applicable maturity date (the “Remaining Life”); or (2) if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life – and shall interpolate to the applicable maturity date on a straight-line basis (using
the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from
the redemption date.
If on the third Business Day preceding the redemption
date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding
such Redemption Date of the U.S. Treasury security maturing on, or with a maturity that is closest to, the applicable maturity date, as
applicable. If there is no U.S. Treasury security maturing on the applicable maturity date but there are two or more U.S. Treasury securities
with a maturity date equally distant from the applicable maturity date, one with a maturity date preceding the applicable maturity date
and one with a maturity date following the applicable maturity date, the Company shall select the U.S. Treasury security with a maturity
date preceding the applicable maturity date. If there are two or more U.S. Treasury securities maturing on the applicable maturity date
or two or more U.S. Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two
or more U.S. Treasury securities the U.S. Treasury security that is trading closest to par based upon the average of the bid and asked
prices for such U.S. Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based upon the average of the bid
and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such U.S. Treasury security, and
rounded to three decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before
the Redemption Date to each holder of the 2025 Notes to be redeemed.
In the case of a partial redemption, selection
of the 2025 Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate
and fair. No 2025 Notes of a principal amount of $1,000 or less will be redeemed in part. If any Note is to be redeemed in part only,
the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note
in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender
for cancellation of the original Note. For so long as the 2025 Notes are held by the Depositary, the redemption of the 2025 Notes shall
be done in accordance with the policies and procedures of the Depositary.
Unless the Company defaults in payment of the Redemption
Price, on and after the Redemption Date interest will cease to accrue on the 2025 Notes or portions thereof called for redemption.
| (10) | Additional Amounts: The Company will, subject to the exceptions and limitations set forth below, pay to the Holder of a 2025
Note who is a non-resident of Canada under the Income Tax Act (Canada) such additional amounts as may be necessary so that every
net payment on such 2025 Note, after deduction or withholding by the Company or of any Paying Agent for or on account of any present or
future tax, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed by the
government of Canada (or any political subdivision or taxing authority thereof or therein) (collectively, “Canadian Taxes”)
upon or as a result of such payment, will not be less than the amount provided in the 2025 Notes to be then due and payable (and the Company
shall remit the full amount withheld to the relevant authority in accordance with applicable law); provided, however, that
the Company will not be required to make any payment of additional amounts: |
| (a) | to any person in respect of whom such taxes are required to be withheld or deducted as a result of such person or any other person
that has a beneficial interest in respect of any payment under the 2025 Notes not dealing at arm’s length with the Company (within
the meaning of the Income Tax Act (Canada)), (ii) being a “specified shareholder” (as defined in subsection 18(5) of
the Income Tax Act (Canada)) of the Company, or (iii) not dealing at arm’s length (for the purposes of the Income
Tax Act (Canada)) with such a “specified shareholder”; |
| (b) | to any person by reason of such person being connected with Canada (otherwise than merely by holding or ownership of a 2025 Note or
receiving any payments or exercising any rights thereunder), including without limitation a non-resident insurer who carries on an insurance
business in Canada and in a country other than Canada; |
| (c) | for or on account of any tax, assessment or other governmental charge which would not have been so imposed but for: (i) the presentation
by the Holder of a 2025 Note for payment on a date more than 30 days after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later; or (ii) the Holder’s failure to comply with any
certification, identification, information, documentation or other reporting requirements if compliance is required by law, regulation,
administrative practice or an applicable treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding
of, any such taxes, assessment or charge; |
| (d) | for or on account of any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other
governmental charge; |
| (e) | for or on account of any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment
to a person on a 2025 Note if such payment can be made to such person without such withholding by at least one other Paying Agent the
identity of which is provided to such person; |
| (f) | for or on account of any tax, assessment or other governmental charge which is payable otherwise than by withholding from a payment
on a 2025 Note; |
| (g) | any withholding or deduction imposed pursuant to: (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended
(“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any
treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect
to FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between the Company or the
Guarantors and the United States or any authority thereof implementing FATCA; or |
| (h) | for any combination of items (a), (b), (c), (d), (e), (f) and (g). |
nor will additional
amounts be paid with respect to any payment on a 2025 Note to a Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by the laws of Canada (or any political subdivision thereof)
to be included in the income for Canadian federal income tax purposes of a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been entitled to payment of the additional amounts had such beneficiary,
settlor, member or beneficial owner been the Holder of such 2025 Note.
The
Company will furnish to the Holders of the 2025 Notes by mail, within 30 days after the date of the payment of any Canadian Taxes
is due under applicable law, certified copies of tax receipts or other documents evidencing such payment.
Wherever
in the 2025 Notes or the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest
or any other amount payable under or with respect to the 2025 Notes, such mention shall be deemed to include mention of the payment of
additional amounts to the extent that, in such context additional amounts are, were or would be payable in respect thereof.
| (11) | Tax Redemption: The 2025 Notes will be subject to redemption at any time at a Redemption Price equal to the principal amount
of the 2025 Notes, together with accrued and unpaid interest to the 2025 Redemption Date, upon the giving of notice by first-class mail
at least 10 days, but not more than 60 days, before the 2025 Redemption Date to each Holder of the 2025 Notes to be redeemed, if the Company
(or its successor) determines that (1) as a result of (A) any amendment to or change (including any announced prospective change)
in the laws or related regulations of Canada (or the Company’s successor’s jurisdiction of organization) or of any applicable
political subdivision or taxing authority or (B) any amendment to or change in an interpretation or application of such laws or regulations
by any legislative body, court, governmental agency or regulatory authority announced or becoming effective on or after February 15,
2022, the Company has or will become obligated to pay, on the next Interest Payment Date for the 2025 Notes, additional amounts with respect
to any notes of the series as described above, or (2) on or after February 15, 2022, any action has been taken by any taxing
authority of, or any decision has been rendered by a court in, Canada (or the Company’s successor’s jurisdiction of organization)
or any applicable political subdivision or taxing authority, including any of those actions specified in (1) above, whether or not
the action was taken or decision rendered with respect to the Company, or any change, amendment, application or interpretation is officially
proposed, which, in the opinion of the Company’s counsel, will result in the Company becoming obligated to pay, on the next Interest
Payment Date, additional amounts with respect to any note of the series, and the Company has determined that the obligation cannot be
avoided by the use of reasonable available measures. |
| (12) | Denominations: The 2025 Notes are issuable only in registered form without coupons in denominations of US$2,000 and integral
multiples of US$1,000 thereof. |
| (13) | Sinking Fund: The 2025 Notes will not be subject to any sinking fund. |
| (14) | Defeasance and Covenant Defeasance: The 2025 Notes will be subject to defeasance and discharge as provided in Sections 1302
and 1303 of the Indenture. |
| (15) | Form of Securities: The 2025 Notes will be initially represented by fully registered global notes deposited in book-entry
form with, or on behalf of, The Depository Trust Company (the “Depositary”), and registered in the name of Cede &
Co., as nominee of the Depositary, or such other name as may be requested by an authorized representative of the Depositary. The 2025
Notes may be transferred or exchanged only through the Depositary and its participants, except under the circumstances specified in the
Indenture. |
Terms
of US$600,000,000 Floating Rate Senior Notes due 2024
Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Indenture.
| (1) | Title of Securities: “Floating Rate Senior Notes due 2024” (the “Floating Rate Notes”). |
| (2) | Total Aggregate Principal Amount of Floating Rate Notes to be initially issued and sold to the Underwriters for Resale to the Public:
US$600,000,000. The Company may, at any time, and from time to time, issue additional Floating Rate Notes under the Indenture in unlimited
amounts having the same terms as the Floating Rate Notes, and such additional Floating Rate Notes will, together with the then existing
Floating Rate Notes and any notes which may be issued in exchange or substitution therefor, constitute a single series of notes under
the Indenture. |
| (3) | Guarantees: In accordance with Section 1401 of the Indenture, the Floating Rate Notes are guaranteed by both Guarantors. |
| (4) | Maturity Date: February 16, 2024 (the “Floating Rate Notes Maturity Date”). |
| (5) | Interest: The Floating Rate Notes will bear interest at a rate equal to Compounded SOFR (as defined below) plus 0.630% per
annum (63 basis points) (the “Margin”); provided, that the rate shall not be less than 0.00%. |
| (a) | If any Interest Payment Date would otherwise be a day that is not a Business Day (as defined below) (other than the Interest Payment
Date that is also the Maturity Date), the Interest Payment Date will be postponed to the immediately succeeding day that is a Business
Day, except that if that Business Day is in the immediately succeeding calendar month, the Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity Date or a Redemption Date is not a Business Day, payment of principal and interest will be made
on the next succeeding Business Day, and no interest will accrue for the period from and after the Maturity Date or such Redemption Date.
If the Floating Rate Notes are redeemed, unless the Company defaults on payment of the Redemption Price, interest will cease to accrue
on the Redemption Date on the Floating Rate Notes called for redemption. |
| (b) | Interest on the Floating Rate Notes will accrue from February 15, 2022. |
| (c) | The Floating Rate Notes will bear interest at a rate of Compounded SOFR for the applicable Interest Period or Initial Interest Period
(each as defined below) plus the Margin; The “Initial Interest Period” will be the period from and including the original
issue date to but excluding the initial Interest Payment Date. Thereafter, each “Interest Period” will be the period from
and including an Interest Payment Date to but excluding the immediately succeeding Interest Payment Date; provided, that the final Interest
Period for the Floating Rate Notes will be the period from and including the Interest Payment Date immediately preceding the Maturity
Date of such Floating Rate Notes to but excluding the Maturity Date. |
| (d) | The amount of interest accrued and payable on the Floating Rate Notes for each Interest Period will be equal to the product of (i) the
outstanding principal amount of the Floating Rate Notes multiplied by (ii) the product of (1) the Interest Rate for the relevant
Interest Period multiplied by (2) the quotient of the actual number of days in such Interest Period divided by 360. |
| (i) | The Trustee or its successor appointed by the Company, will act as calculation agent (the “Calculation Agent”). “Compounded
SOFR” will be determined by the Calculation Agent in accordance with the following formula (and the resulting percentage will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, e.g., 9.753973% (or .09753973) being rounded down
to 9.75397% (or .0975397) and 9.753978% (or .09753978) being rounded up to 9.75398% (or .0975398)): |
where:
“SOFR IndexStart”
is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the first date of the relevant Interest
Period;
“SOFR IndexEnd”
is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the Interest Payment Date relating
to such Interest Period (or in the final Interest Period, preceding the Maturity Date, or in the case of the redemption of any Floating
Rate Notes, preceding the applicable Redemption Date); and
“dc” is the number of calendar
days in the applicable Observation Period.
For purposes of determining Compounded
SOFR, “SOFR Index” means, with respect to any U.S. Government Securities Business Day:
| (1) | the SOFR Index published for such U.S. Government Securities Business Day as such value appears on |
the Federal Reserve Bank of New York’s Website at 3:00
p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); or
| (2) | if the SOFR Index specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “SOFR Index
Unavailability” provisions below. |
“Interest Payment Determination Date” is the
date that is two U.S. Government Securities Business Days before each Interest Payment Date (or in the final Interest Period, preceding
the Maturity Date, or in the case of the redemption of any Floating Rate Notes, preceding the applicable Redemption Date).
“Observation Period” is (1) in respect of
each Interest Period, the period from, and including, the date that is two U.S. Government Securities Business Days preceding the first
date in such Interest Period to, but excluding, the Interest Payment Determination Date for such Interest Period and (2) in respect
of the payment of any interest in connection with any redemption of the Floating Rate Notes, the period from, and including, the date
that is two U.S. Government Securities Business Days preceding the first date in the Interest Period in which such redemption occurs to,
but excluding, the date that is two U.S. Government Securities Business Days before such redemption;
“SOFR” with respect to any day means the secured
overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor
administrator) on the Federal Reserve Bank of New York’s Website.
“U.S. Government Securities Business Day” is
any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the
fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities; and
| (ii) | Notwithstanding anything to the contrary herein or in the Floating Rate Notes, if the Company or its designee (which may be the Calculation
Agent only if the Calculation Agent consents to such appointment in its sole discretion with no liability therefor, a successor calculation
agent, or such other designee of the Company acting as its agent as described in these benchmark transition provisions (any of such entities,
a “Designee”)) determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark
Replacement Date (each as defined below) have occurred with respect to determining Compounded SOFR, then the benchmark replacement provisions
set forth in Section 5(f), below, will thereafter apply to all determinations of the rate of interest payable on the Floating Rate
Notes. |
| (iii) | For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred, the interest payable for each Interest Period on the Floating Rate Notes will be an annual rate
equal to the sum of the Benchmark Replacement (as defined below) and the applicable margin. |
| (f) | SOFR Index Unavailability. |
If a SOFR IndexStart or SOFR IndexEnd
is not published on the associated Interest Payment Determination Date and a Benchmark Transition Event and its related Benchmark
Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable Interest Period for which
such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for
SOFR Averages, and definitions required for such formula, published on the website of the Federal Reserve Bank of New York, at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information,
or any successor source. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions
to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or
180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day, “i”
in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S.
Government Securities Business Day for which SOFR was published on the Federal Reserve Bank of New York’s website.
| (g) | Effect of Benchmark Transition Event. |
| (i) | Benchmark Replacement. If the Company or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such
date and all determinations on all subsequent dates. |
| (ii) | Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its Designee
will have the right to make Benchmark Replacement Conforming Changes from time to time. |
| (iii) | Decisions and Determinations. Any determination, decision or election that may be made by the Company or its Designee pursuant to
the benchmark replacement provisions described in this Section 5(f), including any determination with respect to tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection: |
| (1) | will be conclusive and binding absent manifest error; |
| (2) | if made by the Company, will be made in its sole discretion; |
| (3) | if made by the Company’s Designee, will be made after consultation with the Company, and the Designee will not make any such
determination, decision or election to which the Company objects; and |
| (4) | shall become effective without consent from any other party. |
| (h) | For purposes of this Section 5, the following defined terms apply: |
“Benchmark” means, initially, Compounded SOFR,
as defined above; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to Compounded SOFR (or the published daily SOFR or the SOFR Index used in the calculation thereof) or the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative
set forth in the order below that can be determined by the Company or its Designee as of the Benchmark Replacement Date:
| (i) | the sum of: (1) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor and (2) the Benchmark Replacement Adjustment; |
| (ii) | the sum of: (1) the ISDA Fallback Rate and (2) the Benchmark Replacement Adjustment; and |
| (iii) | the sum of: (1) the alternate rate of interest that has been selected by the Company or its Designee as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (2) the Benchmark Replacement
Adjustment. |
“Benchmark Replacement Adjustment” means the first
alternative set forth in the order below that can be determined by the Company or its Designee as of the Benchmark Replacement Date:
| (i) | the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value
or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; |
| (ii) | if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and |
| (iii) | the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its Designee giving
due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate
notes at such time. |
“Benchmark Replacement Conforming Changes” means,
with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions
or interpretations of Interest Period, the timing and frequency of determining rates and making payments of interest, the rounding of
amounts or tenors, and other administrative matters) that the Company or its Designee decides may be appropriate to reflect the adoption
of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its Designee decides that
adoption of any portion of such market practice is not administratively feasible or if the Company or its Designee determines that no
market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its Designee determines is reasonably
practicable).
“Benchmark Replacement Date” means the earliest
to occur of the following events with respect to the then-current Benchmark:
| (i) | in the case of clause (i) or (ii) of the definition of “Benchmark Transition Event,” the later of (x) the
date of the public statement or publication of information referenced therein and (y) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark; or |
| (ii) | in the case of clause (iii) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein. |
For the avoidance of doubt, if the event giving rise to the
Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark
Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence
of one or more of the following events with respect to the then-current Benchmark:
| (i) | a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark; |
| (ii) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central
bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution
authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority
over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the
Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the Benchmark; or |
| (iii) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that
the Benchmark is no longer representative. |
“Corresponding Tenor” with respect to a Benchmark
Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable
tenor for the then-current Benchmark.
“Federal Reserve Bank of New York’s Website”
means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.
“ISDA Definitions” means the 2006 ISDA Definitions
published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from
time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment,
(which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to
be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would
apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with
respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination
of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time, and (2) if the Benchmark
is not Compounded SOFR, the time determined by the Company or its Designee in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal
Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board
and/or the Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement” means the Benchmark
Replacement excluding the Benchmark Replacement Adjustment.
| (6) | Interest Payment Dates: February 16, May 16, August 16 and November 16 of each year, beginning May 16,
2022, subject to adjustment if any such day is not a Business Day. For purposes of the Floating Rate Notes, “Business Day”
means each day this both (i) a Business Day (as defined in the Indenture) and (ii) a U.S. Government Securities Business Day. |
| (7) | Regular Record Dates for Interest Payable on any Interest Payment Date: The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the Person in whose name the Floating Rate Notes (or one or more Predecessor
Securities) is registered on the close of business of (i) if the Floating Rate Notes are issued as Global Securities, the day immediately
preceding the Interest Payment Date or (ii) if the Floating Rate Notes are issued in in definitive form, the 15th calendar day preceding
each Interest Payment Date, in each case, whether or not a Business Day. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the Floating
Rate Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Floating Rate Notes not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Floating Rate Notes may be listed, and upon such notice as may be required by such exchange, in each case, all as
more fully provided in the Indenture. |
| (8) | Place of Payment for the Floating Rate Notes: The place of payment of the principal of (and premium, if any) and any such interest
on the Floating Rate Notes will be the office or agency of the Company maintained for that purpose, which initially shall be the Trustee’s
corporate trust office in the City of New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, including by wire transfer of such payment to the person entitled to receive such
payments as specified in the Security Register; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding
the foregoing, payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures
of the Depositary. |
| (9) | Optional Redemption: Other than as described in Paragraph (11) below, the Floating Rate Notes are not redeemable prior to their
maturity. |
| (10) | Additional Amounts: The Company will, subject to the exceptions and limitations set forth below, pay to the Holder of a Floating
Rate Note who is a non-resident of Canada under the Income Tax Act (Canada) such additional amounts as may be necessary so that
every net payment on such Floating Rate Note, after deduction or withholding by the Company or of any Paying Agent for or on account of
any present or future tax, assessment or other governmental charge (including penalties, interest and other liabilities related thereto)
imposed by the government of Canada (or any political subdivision or taxing authority thereof or therein) (collectively, “Canadian
Taxes”) upon or as a result of such payment, will not be less than the amount provided in the Floating Rate Notes to be then due
and payable (and the Company shall remit the full amount withheld to the relevant authority in accordance with applicable law); provided,
however, that the Company will not be required to make any payment of additional amounts: |
| (a) | to any person in respect of whom such taxes are required to be withheld or deducted as a result of such person or any other person
that has a beneficial interest in respect of any payment under the Floating Rate Notes not dealing at arm’s length with the Company
(within the meaning of the Income Tax Act (Canada)), (ii) being a “specified shareholder” (as defined in subsection
18(5) of the Income Tax Act (Canada)) of the Company, or (iii) not dealing at arm’s length (for the purposes of
the Income Tax Act (Canada)) with such a “specified shareholder”; |
| (b) | to any person by reason of such person being connected with Canada (otherwise than merely by holding or ownership of a Floating Rate
Note or receiving any payments or exercising any rights thereunder), including without limitation a non-resident insurer who carries on
an insurance business in Canada and in a country other than Canada; |
| (c) | for or on account of any tax, assessment or other governmental charge which would not have been so imposed but for: (i) the presentation
by the Holder of a Floating Rate Note for payment on a date more than 30 days after the date on which such payment became due and payable
or the date on which payment thereof is duly provided for, whichever occurs later; or (ii) the Holder’s failure to comply with
any certification, identification, information, documentation or other reporting requirements if compliance is required by law, regulation,
administrative practice or an applicable treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding
of, any such taxes, assessment or charge; |
| (d) | for or on account of any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other
governmental charge; |
| (e) | for or on account of any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment
to a person on a Floating Rate Note if such payment can be made to such person without such withholding by at least one other Paying Agent
the identity of which is provided to such person; |
| (f) | for or on account of any tax, assessment or other governmental charge which is payable otherwise than by withholding from a payment
on a Floating Rate Note; |
| (g) | any withholding or deduction imposed pursuant to: (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended
(“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any
treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect
to FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between the Corporation or
the Guarantors and the United States or any authority thereof implementing FATCA; or |
| (h) | for any combination of items (a), (b), (c), (d), (e), (f) and (g); |
nor
will additional amounts be paid with respect to any payment on a Floating Rate Note to a Holder who is a fiduciary or partnership
or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of Canada (or any political
subdivision thereof) to be included in the income for Canadian federal income tax purposes of a beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment of the additional amounts
had such beneficiary, settlor, member or beneficial owner been the Holder of such Floating Rate Note.
The
Company will furnish to the Holders of the Floating Rate Notes by mail, within 30 days after the date of the payment of any Canadian
Taxes is due under applicable law, certified copies of tax receipts or other documents evidencing such payment.
Wherever
in the Floating Rate Notes or the Indenture there is mentioned, in any context, the payment of principal (and premium, if any),
interest or any other amount payable under or with respect to the Floating Rate Notes, such mention shall be deemed to include mention
of the payment of additional amounts to the extent that, in such context additional amounts are, were or would be payable in respect thereof.
| (11) | Tax Redemption: The Floating Rate Notes will be subject to redemption at any time at a Redemption Price equal to the principal
amount of the Floating Rate Notes, together with accrued and unpaid interest to the Redemption Date, upon the giving of notice by first-class
mail at least 10 days, but not more than 60 days, before the Redemption Date to each Holder of the Floating Rate Notes to be redeemed,
if the Company (or its successor) determines that (1) as a result of (A) any amendment to or change (including any announced
prospective change) in the laws or related regulations of Canada (or the Company’s successor’s jurisdiction of organization)
or of any applicable political subdivision or taxing authority or (B) any amendment to or change in an interpretation or application
of such laws or regulations by any legislative body, court, governmental agency or regulatory authority announced or becoming effective
on or after February 15, 2022, the Company has or will become obligated to pay, on the next Interest Payment Date for the Floating
Rate Notes, additional amounts with respect to any notes of the series as described above, or (2) on or after February 15, 2022,
any action has been taken by any taxing authority of, or any decision has been rendered by a court in, Canada (or the Company’s
successor’s jurisdiction of organization) or any applicable political subdivision or taxing authority, including any of those actions
specified in (1) above, whether or not the action was taken or decision rendered with respect to the Company, or any change, amendment,
application or interpretation is officially proposed, which, in the opinion of the Company’s counsel, will result in the Company
becoming obligated to pay, on the next Interest Payment Date, additional amounts with respect to any note of the series, and the Company
has determined that the obligation cannot be avoided by the use of reasonable available measures. |
| (12) | Denominations: The Floating Rate Notes are issuable only in registered form without coupons in denominations of US$2,000 and
integral multiples of US$1,000 thereof. |
| (13) | Sinking Fund: The Floating Rate Notes will not be subject to any sinking fund. |
| (14) | Defeasance and Covenant Defeasance: The Floating Rate Notes will be subject to defeasance and discharge as provided in Sections
1302 and 1303 of the Indenture. |
| (15) | Form of Securities: The Floating Rate Notes will be initially represented by fully registered global notes deposited in
book-entry form with, or on behalf of, The Depository Trust Company (the “Depositary”), and registered in the name of Cede &
Co., as nominee of the Depositary, or such other name as may be requested by an authorized representative of the Depositary. The Floating
Rate Notes may be transferred or exchanged only through the Depositary and its participants, except under the circumstances specified
in the Indenture. |
Exhibit B
Form of the 2024 Notes
THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ENBRIDGE INC.
2.150% Senior Notes due
2024
CUSIP No.: 29250N BK0
ISIN No.:
US29250NBK00
ENBRIDGE INC., a corporation duly incorporated under
the Companies Act of the Northwest Territories and continued and existing under the Canada Business Corporations Act (herein called the
“Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of $400,000,000 Dollars on February 16, 2024, and
to pay interest thereon from February 17, 2022 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 16 and August 16 in each year, commencing August 16, 2022 at the rate of
2.150% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
day immediately preceding the Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange,
in each case, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any)
and any such interest on this Note will be made at the office or agency of the Company maintained for that purpose in the City of New
York or Calgary, Alberta, Canada, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts, including by wire transfer of such payment to the person entitled to receive such payments as
specified in the Security Register; provided, however, that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding
the foregoing, payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures
of the Depositary.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
| |
ENBRIDGE
INC. |
| |
|
| |
By: |
|
| |
|
Name: |
Maximilian
G. Chan |
| |
|
Title: |
Vice
President, Treasury & Enterprise Risk |
| |
By: |
|
| |
|
Name: |
Karen
K.L. Uehara |
| |
|
Title: |
Vice
President & Corporate Secretary |
[Signature Page to Note]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: February ___, 2022
| |
Deutsche
Bank Trust Company Americas, As Trustee |
| |
|
| |
By: |
|
| |
|
Name: |
|
| |
|
Title: |
|
[Certificate of Authentication]
(REVERSE OF NOTE)
Enbridge Inc.
2.150% Senior Notes due
2024
This Security is one of a duly authorized issue
of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an Indenture,
dated as of February 25, 2005, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture, dated
as of March 1, 2012, between the Company and the Trustee, the Sixth Supplemental Indenture, dated as of May 13, 2019, among
the Company, Spectra Energy Partners, LP (“SEP”), Enbridge Energy Partners, L.P. (“EEP” and, together with SEP,
the “Guarantors”) and the Trustee and the Eighth Supplemental Indenture, dated as of June 28, 2021, among the Company,
the Guarantors and the Trustee (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered. This Note is one of the series designated as the 2.150% Senior Notes due 2024 of the Company, issued
in initial aggregate principal amount of $400,000,000.
The Company will, subject to the exceptions and
limitations set forth below, pay to the Holder of a Note who is a non-resident of Canada under the Income Tax Act (Canada) such
additional amounts as may be necessary so that every net payment on such Note, after deduction or withholding by the Company or of any
Paying Agent for or on account of any present or future tax, assessment or other governmental charge (including penalties, interest and
other liabilities related thereto) imposed by the government of Canada (or any political subdivision or taxing authority thereof or therein)
(collectively, “Canadian Taxes”) upon or as a result of such payment, will not be less than the amount provided in the Notes
to be then due and payable (and the Company shall remit the full amount withheld to the relevant authority in accordance with applicable
law); provided, however, that the Company will not be required to make any payment of additional amounts:
| (a) | to
any person in respect of whom such taxes are required to be withheld or deducted as a result
of such person or any other person that has a beneficial interest in respect of any payment
under the Notes not dealing at arm’s length with the Company (within the meaning of
the Income Tax Act (Canada)), (ii) being a “specified shareholder”
(as defined in subsection 18(15) of the Income Tax Act (Canada)) of the Company, or
(iii) not dealing at arm’s length (for the purposes of the Income Tax Act (Canada))
with such a “specified shareholder”; |
| (b) | to
any person by reason of such person being connected with Canada (otherwise than merely by
holding or ownership of a Note or receiving any payments or exercising any rights thereunder),
including without limitation a non-resident insurer who carries on an insurance business
in Canada and in a country other than Canada; |
| (c) | for
or on account of any tax, assessment or other governmental charge which would not have been
so imposed but for: (i) the presentation by the Holder of a Note for payment on a date
more than 30 days after the date on which such payment became due and payable or the date
on which payment thereof is duly provided for, whichever occurs later; or (ii) the Holder’s
failure to comply with any certification, identification, information, documentation or other
reporting requirements if compliance is required by law, regulation, administrative practice
or an applicable treaty as a precondition to exemption from or a reduction in the rate of
deduction or withholding of, any such taxes, assessment or charge; |
| (d) | for
or on account of any estate, inheritance, gift, sales, transfer, personal property tax or
any similar tax, assessment or other governmental charge; |
| (e) | for
or on account of any tax, assessment or other governmental charge required to be withheld
by any Paying Agent from any payment to a person on a Note if such payment can be made to
such person without such withholding by at least one other Paying Agent the identity of which
is provided to such person; |
| (f) | for
or on account of any tax, assessment or other governmental charge which is payable otherwise
than by withholding from a payment on a Note; |
| (g) | any
withholding or deduction imposed pursuant to: (i) Sections 1471 to 1474 of the U.S.
Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version
thereof, or any similar legislation imposed by any other governmental authority, (ii) any
treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or
an intergovernmental agreement with respect to FATCA or any similar legislation imposed by
any other governmental authority, or (iii) any agreement between the Company or the
Guarantors and the United States or any authority thereof implementing FATCA; or |
| (h) | for
any combination of items (a), (b), (c), (d), (e), (f) and (g); |
nor will additional amounts be paid with respect to any payment on
a Note to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment
would be required by the laws of Canada (or any political subdivision thereof) to be included in the income for Canadian federal income
tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would
not have been entitled to payment of the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder
of such Note.
The Company will furnish to the Holders of the Notes
by mail, within 30 days after the date of the payment of any Canadian Taxes is due under applicable law, certified copies of tax receipts
or other documents evidencing such payment.
Wherever in this Note or the Indenture there is
mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect
to the Notes, such mention shall be deemed to include mention of the payment of additional amounts to the extent that, in such context
additional amounts are, were or would be payable in respect thereof.
The Company may, at any time, and from time to time,
issue additional Notes under the Indenture in unlimited amounts having the same terms as this Note, and such additional Notes will, together
with this Note and any Notes which may be issued in exchange or substitution herefor, constitute a single series of Notes under the Indenture.
The Company may redeem the Notes, at its option,
in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of:
| (a) | (i) the
sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus ten (10) basis points less (ii) interest
accrued to the Redemption Date |
| (b) | 100%
of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest thereon to, but
not including, the Redemption Date.
Notwithstanding the foregoing, installments of interest
on Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to the relevant Redemption Date will be
payable to the Holders of Notes registered at the close of business on the relevant record dates according to the terms and provisions
of the Indenture.
In connection with the above optional redemption
provisions, the following defined terms apply:
“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant
maturity on H.15 exactly equal to the period from the Redemption Date to the applicable maturity date (the “Remaining Life”);
or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield
corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable maturity date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the Redemption Date.
If on the third Business Day preceding the Redemption
Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on
the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day
preceding such Redemption Date of the U.S. Treasury security maturing on, or with a maturity that is closest to, the applicable maturity
date, as applicable. If there is no U.S. Treasury security maturing on the applicable maturity date but there are two or more U.S. Treasury
securities with a maturity date equally distant from the applicable maturity date, one with a maturity date preceding the applicable
maturity date and one with a maturity date following the applicable maturity date, the Company shall select the U.S. Treasury security
with a maturity date preceding the applicable maturity date. If there are two or more U.S. Treasury securities maturing on the applicable
maturity date or two or more U.S. Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among
these two or more U.S. Treasury securities the U.S. Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such U.S. Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance
with the terms of this paragraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based upon the
average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such U.S. Treasury
security, and rounded to three decimal places.
The Company’s actions and determinations in
determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days
before the Redemption Date to each holder of the Notes to be redeemed.
In the case of a partial redemption, selection of
the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate
and fair. No Notes of a principal amount of $1,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in
a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for
cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in
accordance with the policies and procedures of the Depositary.
Unless the Company defaults in payment of the Redemption
Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.
The Notes of this series will be subject to redemption
at any time at a Redemption Price equal to the principal amount of the Notes, together with accrued and unpaid interest to the Redemption
Date, upon the giving of notice by first-class mail at least 10 days, but not more than 60 days, before the Redemption Date to each Holder
of the Notes to be redeemed, if the Company (or its successor) determines that (1) as a result of (A) any amendment to or change
(including any announced prospective change) in the laws or related regulations of Canada (or the Company’s successor’s jurisdiction
of organization) or of any applicable political subdivision or taxing authority or (B) any amendment to or change in an interpretation
or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority announced or becoming
effective on or after February 15, 2022, the Company has or will become obligated to pay, on the next Interest Payment Date for
the Notes, additional amounts with respect to any Notes of the series as described above, or (2) on or after February 15, 2022,
any action has been taken by any taxing authority of, or any decision has been rendered by a court in, Canada (or the Company’s
successor’s jurisdiction of organization) or any applicable political subdivision or taxing authority, including any of those actions
specified in (1) above, whether or not the action was taken or decision rendered with respect to the Company, or any change, amendment,
application or interpretation is officially proposed, which, in the opinion of the Company’s counsel, will result in the Company
becoming obligated to pay, on the next Interest Payment Date, additional amounts with respect to any Note of the series, and the Company
has determined that the obligation cannot be avoided by the use of reasonable available measures.
The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note,
in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with
respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of
the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
As provided in and subject to the provisions of
the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount
of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders
of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, certain obligations of the Company under the Indenture and this Note are guaranteed pursuant to guarantees
endorsed hereon as provided in the Indenture. Each Holder, by holding this Note, agrees to all of the terms and provisions of said
guarantees. The Indenture provides that either guarantor shall be released from its guarantee upon the occurrence of certain events.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration
of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and
of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes of this series are issuable only in registered
form without coupons in denominations of US$2,000 and integral multiples of US$1,000 thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this
series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All terms used in this Note which are not defined
in this Note and are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Exhibit C
Form of the 2025 Notes
THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ENBRIDGE INC.
2.500% Senior Notes due
2025
CUSIP No.: 29250N BL8
ISIN No.:
US29250NBL82
ENBRIDGE INC., a corporation duly incorporated under
the Companies Act of the Northwest Territories and continued and existing under the Canada Business Corporations Act (herein called the
“Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of $500,000,000 Dollars on February 14, 2025, and
to pay interest thereon from February 17, 2022 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 14 and August 14 in each year, commencing August 14, 2022 at the rate of
2.500% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
day immediately preceding the Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange,
in each case, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any)
and any such interest on this Note will be made at the office or agency of the Company maintained for that purpose in the City of New
York or Calgary, Alberta, Canada, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts, including by wire transfer of such payment to the person entitled to receive such payments as
specified in the Security Register; provided, however, that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding
the foregoing, payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures
of the Depositary.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
| |
ENBRIDGE
INC. |
| |
|
| |
By: |
|
| |
|
Name: |
Maximilian
G. Chan |
| |
|
Title: |
Vice
President, Treasury & Enterprise Risk |
| |
By: |
|
| |
|
Name: |
Karen
K.L. Uehara |
| |
|
Title: |
Vice
President & Corporate Secretary |
[Signature Page to Note]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: February ___, 2022
| |
Deutsche
Bank Trust Company Americas, As Trustee
|
| |
|
| |
By: |
|
| |
|
Name: |
|
| |
|
Title: |
|
[Certificate of Authentication]
(REVERSE OF NOTE)
Enbridge Inc.
2.500% Senior Notes due
2025
This Security is one of a duly authorized issue of
securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an Indenture, dated
as of February 25, 2005, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture, dated
as of March 1, 2012, between the Company and the Trustee, the Sixth Supplemental Indenture, dated as of May 13, 2019, among
the Company, Spectra Energy Partners, LP (“SEP”), Enbridge Energy Partners, L.P. (“EEP” and, together with SEP,
the “Guarantors”) and the Trustee and the Eighth Supplemental Indenture, dated as of June 28, 2021, among the Company,
the Guarantors and the Trustee (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of the series designated as the 2.500% Senior Notes due 2025 of the Company, issued in initial aggregate
principal amount of $500,000,000.
The Company will, subject to the exceptions and limitations
set forth below, pay to the Holder of a Note who is a non-resident of Canada under the Income Tax Act (Canada) such additional
amounts as may be necessary so that every net payment on such Note, after deduction or withholding by the Company or of any Paying Agent
for or on account of any present or future tax, assessment or other governmental charge (including penalties, interest and other liabilities
related thereto) imposed by the government of Canada (or any political subdivision or taxing authority thereof or therein) (collectively,
“Canadian Taxes”) upon or as a result of such payment, will not be less than the amount provided in the Notes to be then due
and payable (and the Company shall remit the full amount withheld to the relevant authority in accordance with applicable law); provided,
however, that the Company will not be required to make any payment of additional amounts:
| (i) | to any person in respect of whom such taxes are required to be withheld or deducted as a result of such person or any other person
that has a beneficial interest in respect of any payment under the Notes not dealing at arm’s length with the Company (within the
meaning of the Income Tax Act (Canada)), (ii) being a “specified shareholder” (as defined in subsection 18(15)
of the Income Tax Act (Canada)) of the Company, or (iii) not dealing at arm’s length (for the purposes of the Income
Tax Act (Canada)) with such a “specified shareholder”; |
| (j) | to any person by reason of such person being connected with Canada (otherwise than merely by holding or ownership of a Note or receiving
any payments or exercising any rights thereunder), including without limitation a non-resident insurer who carries on an insurance business
in Canada and in a country other than Canada; |
| (k) | for or on account of any tax, assessment or other governmental charge which would not have been so imposed but for: (i) the presentation
by the Holder of a Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date
on which payment thereof is duly provided for, whichever occurs later; or (ii) the Holder’s failure to comply with any certification,
identification, information, documentation or other reporting requirements if compliance is required by law, regulation, administrative
practice or an applicable treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding of, any such
taxes, assessment or charge; |
| (l) | for or on account of any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other
governmental charge; |
| (m) | for or on account of any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment
to a person on a Note if such payment can be made to such person without such withholding by at least one other Paying Agent the identity
of which is provided to such person; |
| (n) | for or on account of any tax, assessment or other governmental charge which is payable otherwise than by withholding from a payment
on a Note; |
| (o) | any withholding or deduction imposed pursuant to: (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended
(“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any
treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect
to FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between the Company or the
Guarantors and the United States or any authority thereof implementing FATCA; or |
| (p) | for any combination of items (a), (b), (c), (d), (e), (f) and (g); |
nor will additional amounts be paid with respect to any payment on
a Note to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment
would be required by the laws of Canada (or any political subdivision thereof) to be included in the income for Canadian federal income
tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would
not have been entitled to payment of the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder
of such Note.
The Company will furnish to the Holders of the Notes
by mail, within 30 days after the date of the payment of any Canadian Taxes is due under applicable law, certified copies of tax receipts
or other documents evidencing such payment.
Wherever in this Note or the Indenture there is mentioned,
in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to the Notes,
such mention shall be deemed to include mention of the payment of additional amounts to the extent that, in such context additional amounts
are, were or would be payable in respect thereof.
The Company may, at any time, and from time to time,
issue additional Notes under the Indenture in unlimited amounts having the same terms as this Note, and such additional Notes will, together
with this Note and any Notes which may be issued in exchange or substitution herefor, constitute a single series of Notes under the Indenture.
The Company may redeem the Notes, at its option,
in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of:
| (c) | (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus twelve and one-half
(12.5) basis points less (ii) interest accrued to the Redemption Date |
| (d) | 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest
thereon to, but not including, the Redemption Date.
Notwithstanding the foregoing, installments of interest
on Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to the relevant Redemption Date will be
payable to the Holders of Notes registered at the close of business on the relevant record dates according to the terms and provisions
of the Indenture.
In connection with the above optional redemption
provisions, the following defined terms apply:
“Treasury Rate” means, with respect to
any Redemption Date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity
on H.15 exactly equal to the period from the Redemption Date to the applicable maturity date (the “Remaining Life”); or (2) if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life – and shall interpolate to the applicable maturity date on a straight-line basis (using
the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from
the Redemption Date.
If on the third Business Day preceding the Redemption
Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding
such Redemption Date of the U.S. Treasury security maturing on, or with a maturity that is closest to, the applicable maturity date, as
applicable. If there is no U.S. Treasury security maturing on the applicable maturity date but there are two or more U.S. Treasury securities
with a maturity date equally distant from the applicable maturity date, one with a maturity date preceding the applicable maturity date
and one with a maturity date following the applicable maturity date, the Company shall select the U.S. Treasury security with a maturity
date preceding the applicable maturity date. If there are two or more U.S. Treasury securities maturing on the applicable maturity date
or two or more U.S. Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two
or more U.S. Treasury securities the U.S. Treasury security that is trading closest to par based upon the average of the bid and asked
prices for such U.S. Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based upon the average of the bid
and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such U.S. Treasury security, and
rounded to three decimal places.
The Company’s actions and determinations in
determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before
the Redemption Date to each holder of the Notes to be redeemed.
In the case of a partial redemption, selection of
the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate
and fair. No Notes of a principal amount of $1,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice
of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal
amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation
of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with
the policies and procedures of the Depositary.
Unless the Company defaults in payment of the Redemption
Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.
The Notes of this series will be subject to redemption
at any time at a Redemption Price equal to the principal amount of the Notes, together with accrued and unpaid interest to the Redemption
Date, upon the giving of notice by first-class mail at least 10 days, but not more than 60 days, before the Redemption Date to each Holder
of the Notes to be redeemed, if the Company (or its successor) determines that (1) as a result of (A) any amendment to or change
(including any announced prospective change) in the laws or related regulations of Canada (or the Company’s successor’s jurisdiction
of organization) or of any applicable political subdivision or taxing authority or (B) any amendment to or change in an interpretation
or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority announced or becoming
effective on or after February 15, 2022, the Company has or will become obligated to pay, on the next Interest Payment Date for the
Notes, additional amounts with respect to any Notes of the series as described above, or (2) on or after February 15, 2022,
any action has been taken by any taxing authority of, or any decision has been rendered by a court in, Canada (or the Company’s
successor’s jurisdiction of organization) or any applicable political subdivision or taxing authority, including any of those actions
specified in (1) above, whether or not the action was taken or decision rendered with respect to the Company, or any change, amendment,
application or interpretation is officially proposed, which, in the opinion of the Company’s counsel, will result in the Company
becoming obligated to pay, on the next Interest Payment Date, additional amounts with respect to any Note of the series, and the Company
has determined that the obligation cannot be avoided by the use of reasonable available measures.
The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note,
in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with
respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of
the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the
Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of
a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
As provided
in the Indenture and subject to certain limitations therein set forth, certain obligations of the Company under the Indenture and this
Note are guaranteed pursuant to guarantees endorsed hereon as provided in the Indenture. Each Holder, by holding this Note, agrees
to all of the terms and provisions of said guarantees. The Indenture provides that either guarantor shall be released from its guarantee
upon the occurrence of certain events.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration
of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Notes of this series are issuable only in registered
form without coupons in denominations of US$2,000 and integral multiples of US$1,000 thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this
series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All terms used in this Note which are not defined
in this Note and are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Exhibit D
Form of Floating Rate Notes
THIS NOTE IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ENBRIDGE INC.
Floating Rate Senior Notes due 2024
CUSIP No.: 29250NBM6
ISIN No.: US29250NBM65
ENBRIDGE
INC., a corporation duly incorporated under the Companies Act of the Northwest Territories and continued and existing under the Canada
Business Corporations Act (herein called the “Company,” which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of $500,000,000 on February 16, 2024, and to pay interest thereon from February 17, 2022 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, quarterly on February 16, May 16, August 16 and November 16
in each year, commencing May 16, 2022 at the rate equal to Compounded SOFR (calculated pursuant to the provisions set forth on the
reverse of this Note) plus 0.630% per annum (63 basis points), until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is registered on the close of business on the Regular Record Date
for such interest, which shall be the day immediately preceding the Interest Payment Date (whether or not a Business Day). Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes
of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required
by such exchange, in each case, all as more fully provided in said Indenture.
The amount of interest accrued and payable on this
Note for each Interest Period will be equal to the product of (i) the outstanding principal amount of this Note multiplied by (ii) the
product of (a) the Interest Rate for the relevant Interest Period multiplied by (b) the quotient of the actual number of calendar
days in such Interest Period divided by 360.
Payment of the principal of (and premium, if any)
and any such interest on this Note will be made at the office or agency of the Company maintained for that purpose in the City of New
York or Calgary, Alberta, Canada, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts, including by wire transfer of such payment to the person entitled to receive such payments as specified
in the Security Register; provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing,
payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures of the Depositary.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
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ENBRIDGE INC. |
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By: |
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Name: |
Maximilian G. Chan |
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Title: |
Vice President, Treasury & Enterprise Risk |
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By: |
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Name: |
Karen K.L. Uehara |
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Title: |
Vice President & Corporate Secretary |
[Signature
Page to Note]
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: February 17, 2022
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Deutsche Bank Trust Company Americas, As Trustee |
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By: |
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Name: |
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Title: |
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[Certificate
of Authentication to Note]
(REVERSE OF NOTE)
Enbridge Inc.
Floating Rate Senior Notes due 2024
This
Security is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be issued
in one or more series under an Indenture, dated as of February 25, 2005, between the Company and Deutsche Bank Trust Company Americas,
as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as amended
and supplemented by the First Supplemental Indenture, dated as of March 1, 2012, between the Company and the Trustee, the Sixth Supplemental
Indenture, dated as of May 13, 2019, among the Company, Spectra Energy Partners, LP (“SEP”), Enbridge Energy Partners,
L.P. (“EEP” and, together with SEP, the “Guarantors”) and the Trustee and the Eighth Supplemental Indenture, dated
as of June 28, 2021, among the Company, the Guarantors and the Trustee (herein called the “Indenture,” which term shall
have the meaning assigned to it in such instrument), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as the Floating
Rate Senior Notes due 2024 of the Company, issued in initial aggregate principal amount of $600,000,000, and maturing on February 16,
2024 (the “Maturity Date”).
If any Interest Payment Date would otherwise be
a day that is not a Business Day (as defined below) (other than the Interest Payment Date that is also the Maturity Date), the Interest
Payment Date will be postponed to the immediately succeeding day that is a Business Day, except that if that Business Day is in the immediately
succeeding calendar month, the Interest Payment Date shall be the immediately preceding Business Day. If the Maturity Date or a Redemption
Date (as defined below) is not a Business Day, payment of principal and interest will be made on the next succeeding Business Day, and
no interest will accrue for the period from and after the Maturity Date or such Redemption Date. For purposes of the Notes, a “Business
Day” means a day that is both (i) a Business Day as defined in the Indenture and (ii) a U.S. Government Securities Business
Day.
Interest on the Notes will accrue from February 17,
2022.
The Notes will bear interest at a rate of Compounded
SOFR for the applicable Interest Period or Initial Interest Period (each as defined below) plus 0.630% per annum (63 basis points) (the
“Margin”); provided that the rate shall not be less than 0.00%. The “Initial Interest Period” will be the period
from and including the original issue date to but excluding the initial Interest Payment Date. Thereafter, each “Interest Period”
will be the period from and including an Interest Payment Date to but excluding the immediately succeeding Interest Payment Date; provided,
that the final Interest Period for the Notes will be the period from and including the Interest Payment Date immediately preceding the
Maturity Date of such Notes to but excluding the Maturity Date.
The amount of interest accrued and payable on the
Notes for each Interest Period will be equal to the product of (i) the outstanding principal amount of the Notes multiplied by (ii) the
product of (a) the Interest Rate for the relevant Interest Period multiplied by (b) the quotient of the actual number of days
in such Interest Period divided by 360.
The Trustee or its successor appointed by the Company,
will act as calculation agent (the “Calculation Agent”). “Compounded SOFR” will be determined by the Calculation
Agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, e.g., 9.753973% (or .09753973) being rounded down to 9.75397% (or .0975397) and 9.753978% (or .09753978) being
rounded up to 9.75398% (or .0975398)):
where:
“SOFR IndexStart”
is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the first date of the relevant Interest
Period;
“SOFR IndexEnd” is
the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the Interest Payment Date relating to
such Interest Period (or in the final Interest Period, preceding the applicable maturity date, or in the case of the redemption of any
Notes, preceding the applicable Redemption Date); and
“dc” is the number
of calendar days in the applicable Observation Period.
For purposes of determining Compounded SOFR, “SOFR
Index” means, with respect to any U.S. Government Securities Business Day:
| (1) | the SOFR Index published for such U.S. Government Securities Business Day as such value appears on the Federal Reserve Bank of New
York’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination
Time”); or |
| (2) | if the SOFR Index specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “SOFR Index
Unavailability” provisions below. |
“Interest Payment Determination Date”
is the date that is two U.S. Government Securities Business Days before each Interest Payment Date (or in the final Interest Period, preceding
the applicable maturity date, or in the case of the redemption of any Notes, preceding the applicable redemption rate).
“Observation Period” is (i) in
respect of each Interest Period, the period from, and including, the date that is two U.S. Government Securities Business Days preceding
the first date in such Interest Period to, but excluding, the Interest Payment Determination Date for such Interest Period and (ii) in
respect of the payment of any interest in connection with any redemption of the Notes, the period from, and including, the date that is
two U.S. Government Securities Business Days preceding the first date in the Interest Period in which such redemption occurs to, but excluding,
the date that is two U.S. Government Securities Business Days before such redemption.
“SOFR” with respect to any day
means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the
benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.
“U.S. Government Securities Business Day”
is any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that
the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Notwithstanding anything to the contrary herein,
if the Company or its designee (which may be the Calculation Agent only if the Calculation Agent consents to such appointment in its sole
discretion with no liability therefor, a successor calculation agent, or such other designee of the Company acting as its agent as described
in these benchmark transition provisions (any of such entities, a “Designee”)) determines on or prior to the relevant Reference
Time that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred with respect to
determining Compounded SOFR, then the benchmark replacement provisions set forth below, will thereafter apply to all determinations of
the rate of interest payable on the Notes.
For the avoidance of doubt, in accordance with
the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the
interest payable for each Interest Period on the Notes will be an annual rate equal to the sum of the Benchmark Replacement (as defined
below) and the applicable margin.
SOFR Index Unavailability
If a SOFR IndexStart or SOFR
IndexEnd is not published on the associated Interest Payment Determination Date and a Benchmark Transition Event and its
related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable
Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in
accordance with the formula for SOFR Averages, and definitions required for such formula, published on the website of the Federal
Reserve Bank of New York, at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information, or any successor source.
For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to
“calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or
180- calendar days” shall be removed. If the daily SOFR (SOFRi ) does not so appear for any day, “i” in
the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S.
Government Securities Business Day for which SOFR was published on the Federal Reserve Bank of New York’s website.
Effect of Benchmark Transition Event
| (a) | Benchmark Replacement. If the Company or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and all determinations
on all subsequent dates. |
| (b) | Benchmark Replacement Conforming Changes. . In connection with the implementation of a Benchmark Replacement, the Company or its Designee
will have the right to make Benchmark Replacement Conforming Changes from time to time. |
| (c) | Decisions and Determinations. Any determination, decision or election that may be made by the Company or its Designee pursuant to
the benchmark replacement provisions described herein, including any determination with respect to tenor, rate or adjustment or of the
occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: |
| (1) | will be conclusive and binding absent manifest error; |
| (2) | if made by the Company, will be made in our its sole discretion; |
| (3) | if made by our the Company’s Designee, will be made after consultation with the Company, and the Designee will not make any
such determination, decision or election to which we the Company objects; and |
| (4) | shall become effective without consent from any other party. |
“Benchmark” means, initially,
Compounded SOFR, as defined above; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to Compounded SOFR (or the published daily SOFR or the SOFR Index used in the calculation thereof) or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means
the first alternative set forth in the order below that can be determined by the Company or its Designee as of the Benchmark Replacement
Date:
| (1) | the sum of: (a) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; |
| (2) | the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and |
| (3) | the sum of: (a) the alternate rate of interest that has been selected by the Company or its Designee as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement
Adjustment. |
“Benchmark Replacement Adjustment”
means the first alternative set forth in the order below that can be determined by the Company or its Designee as of the Benchmark Replacement
Date:
| (1) | the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value
or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; |
| (2) | if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and |
| (3) | the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its Designee giving
due consideration to any industry- accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate
notes at such time. |
“Benchmark Replacement Conforming Changes”
means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions
or interpretations of Interest Period, the timing and frequency of determining rates and making payments of interest, the rounding of
amounts or tenors, and other administrative matters) that the Company or its Designee decides may be appropriate to reflect the adoption
of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its Designee decides that
adoption of any portion of such market practice is not administratively feasible or if the Company or its Designee determines that no
market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its Designee determines is reasonably
practicable).
“Benchmark Replacement Date”
means the earliest to occur of the following events with respect to the then-current Benchmark:
| (1) | in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (x) the
date of the public statement or publication of information referenced therein and (y) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark; or |
| (2) | in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein. |
For the avoidance of doubt, if the event giving
rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event”
means the occurrence of one or more of the following events with respect to the then-current Benchmark:
| (1) | a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark; |
| (2) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central
bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution
authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority
over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the
Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the Benchmark; or |
| (3) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that
the Benchmark is no longer representative. |
“Corresponding Tenor” with respect
to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment)
as the applicable tenor for the then-current Benchmark.
“Federal Reserve Bank of New York’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor
source.
“ISDA Definitions” means the
2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means
the spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the
ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the
rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation
date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect
to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time, and (2) if
the Benchmark is not Compounded SOFR, the time determined by the Company or its Designee in accordance with the Benchmark Replacement
Conforming Changes.
“Relevant Governmental Body”
means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement”
means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
The Company will, subject to the exceptions and
limitations set forth below, pay to the Holder of a Note who is a non-resident of Canada under the Income Tax Act (Canada) such
additional amounts as may be necessary so that every net payment on such Note, after deduction or withholding by the Company or of any
Paying Agent for or on account of any present or future tax, assessment or other governmental charge (including penalties, interest and
other liabilities related thereto) imposed by the government of Canada (or any political subdivision or taxing authority thereof or therein)
(collectively, “Canadian Taxes”) upon or as a result of such payment, will not be less than the amount provided in the Notes
to be then due and payable (and the Company shall remit the full amount withheld to the relevant authority in accordance with applicable
law); provided, however, that the Company will not be required to make any payment of additional amounts:
| (a) | to any person in respect of whom such taxes are required to be withheld or deducted as a result of such person or any other person
that has a beneficial interest in respect of any payment under the Notes not dealing at arm’s length with the Company (within the
meaning of the Income Tax Act (Canada)), (ii) being a “specified shareholder” (as defined in subsection 18(15)
of the Income Tax Act (Canada)) of the Company, or (iii) not dealing at arm’s length (for the purposes of the Income
Tax Act (Canada)) with such a “specified shareholder”; |
| (b) | to any person by reason of such person being connected with Canada (otherwise than merely by holding or ownership of a Note or receiving
any payments or exercising any rights thereunder), including without limitation a non-resident insurer who carries on an insurance business
in Canada and in a country other than Canada; |
| (c) | for or on account of any tax, assessment or other governmental charge which would not have been so imposed but for: (i) the presentation
by the Holder of a Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date
on which payment thereof is duly provided for, whichever occurs later; or (ii) the Holder’s failure to comply with any certification,
identification, information, documentation or other reporting requirements if compliance is required by law, regulation, administrative
practice or an applicable treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding of, any such
taxes, assessment or charge; |
| (d) | for or on account of any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other
governmental charge; |
| (e) | for or on account of any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment
to a person on a Note if such payment can be made to such person without such withholding by at least one other Paying Agent the identity
of which is provided to such person; |
| (f) | for or on account of any tax, assessment or other governmental charge which is payable otherwise than by withholding from a payment
on a Note; |
| (g) | any withholding or deduction imposed pursuant to: (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended
(“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any
treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect
to FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between the Company or the
Guarantors and the United States or any authority thereof implementing FATCA; or |
| (h) | for any combination of items (a), (b), (c), (d), (e), (f) and (g); |
nor will additional
amounts be paid with respect to any payment on a Note to a Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent such payment would be required by the laws of Canada (or any political subdivision thereof) to be
included in the income for Canadian federal income tax purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to payment of the additional amounts had such beneficiary,
settlor, member or beneficial owner been the Holder of such Note.
The Company will furnish to the Holders of the
Notes by mail, within 30 days after the date of the payment of any Canadian Taxes is due under applicable law, certified copies of tax
receipts or other documents evidencing such payment.
Wherever in this Note or the Indenture there is
mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect
to the Notes, such mention shall be deemed to include mention of the payment of additional amounts to the extent that, in such context
additional amounts are, were or would be payable in respect thereof.
The Company may, at any time, and from time to
time, issue additional Notes under the Indenture in unlimited amounts having the same terms as this Note, and such additional Notes will,
together with this Note and any Notes which may be issued in exchange or substitution herefor, constitute a single series of Notes under
the Indenture.
The Notes of this series will be subject to redemption
at any time at a Redemption Price equal to the principal amount of the Notes, together with accrued and unpaid interest to the Redemption
Date, upon the giving of notice by first-class mail at least 10 days, but not more than 60 days, before the Redemption Date to each Holder
of the Notes to be redeemed, if the Company (or its successor) determines that (1) as a result of (A) any amendment to or change
(including any announced prospective change) in the laws or related regulations of Canada (or the Company’s successor’s jurisdiction
of organization) or of any applicable political subdivision or taxing authority or (B) any amendment to or change in an interpretation
or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority announced or becoming
effective on or after February 15, 2022, the Company has or will become obligated to pay, on the next Interest Payment Date for the
Notes, additional amounts with respect to any Notes of the series as described above, or (2) on or after February 15, 2022,
any action has been taken by any taxing authority of, or any decision has been rendered by a court in, Canada (or the Company’s
successor’s jurisdiction of organization) or any applicable political subdivision or taxing authority, including any of those actions
specified in (1) above, whether or not the action was taken or decision rendered with respect to the Company, or any change, amendment,
application or interpretation is officially proposed, which, in the opinion of the Company’s counsel, will result in the Company
becoming obligated to pay, on the next Interest Payment Date, additional amounts with respect to any Note of the series, and the Company
has determined that the obligation cannot be avoided by the use of reasonable available measures.
The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note,
in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Notes of
this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of
the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
As provided in and subject to the provisions of
the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the
Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of
a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, certain obligations of the Company under the Indenture and this Note are guaranteed pursuant to guarantees
endorsed hereon as provided in the Indenture. Each Holder, by holding this Note, agrees to all of the terms and provisions of said guarantees.
The Indenture provides that either guarantor shall be released from its guarantee upon the occurrence of certain events.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration
of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Notes of this series are issuable only in registered
form without coupons in denominations of US$2,000 and integral multiples of US$1,000 thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this
series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All terms used in this Note which are not defined
in this Note and are defined in the Indenture shall have the meanings assigned to them in the Indenture.
