Obligation Enbridge Energy 8.5% ( US29250NBT19 ) en USD

Enbridge Energy

108.217 % ▲

Canada

US29250NBT19 ( en USD )

8.5% par an ( paiement semestriel )

14/01/2084

Prospectus brochure de l'obligation Enbridge US29250NBT19 en USD 8.5%, échéance 14/01/2084

29250NBT1

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

15/07/2025 ( Dans 77 jours )

Enbridge est une société énergétique nord-américaine spécialisée dans le transport et le stockage de pétrole brut et de gaz naturel, ainsi que dans la production d'énergie renouvelable.

L'Obligation émise par Enbridge Energy ( Canada ) , en USD, avec le code ISIN US29250NBT19, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2084

L'Obligation émise par Enbridge Energy ( Canada ) , en USD, avec le code ISIN US29250NBT19, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Enbridge Energy ( Canada ) , en USD, avec le code ISIN US29250NBT19, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

EX-4.2 6 tm2325426d14_ex4-2.htm EXHIBIT 4.2
Exhibit 4.2
EXECUTION VERSION
ENBRIDGE INC.
Twelfth Supplemental Indenture
Dated as of September 25, 2023
(Supplemental to Indenture Dated as of February 25, 2005)
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2023 (the "Twelfth Supplemental
Indenture"), between ENBRIDGE INC., a corporation duly incorporated under the Companies Ordinance of the Northwest
Territories and continued and existing under the Canada Business Corporations Act (herein called the "Company"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation duly organized and existing under the laws of
the State of New York, as Trustee (herein called "Trustee");
R E C I T A L S:
WHEREAS, the Company has heretofore executed and delivered to DEUTSCHE BANK TRUST
COMPANY AMERICAS, as trustee, an Indenture, dated as of February 25, 2005, as amended and supplemented by the First
Supplemental Indenture, dated as of March 1, 2012, and the Eighth Supplemental Indenture, dated as of June 28, 2021 (as the
same may be amended or supplemented from time to time, including by this Twelfth Supplemental Indenture, the "Indenture"),
providing for the issuance from time to time of the Company's unsecured debentures, notes or other evidences of indebtedness
(herein and therein called the "Securities"), to be issued in one or more series as provided in the Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of
a new series of Securities under the Indenture, to be known as its 8.500% Fixed-to-Fixed Rate Subordinated Notes
Series 2023-B due 2084 (the "Notes"), the form and substance of such series and the terms, provisions and conditions thereof to
be as set forth in the Indenture and this Twelfth Supplemental Indenture;
WHEREAS, this Twelfth Supplemental Indenture is being entered into pursuant to the provisions of
Section 901(7) of the Indenture; and
WHEREAS, all things necessary to make this Twelfth Supplemental Indenture a valid agreement according
to its terms have been done;
NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH:
The Company covenants and agrees with the Trustee as follows:
ARTICLE I
INTERPRETATION
(i)
Definitions
In this Twelfth Supplemental Indenture, unless there is something in the subject matter or context inconsistent therewith:
"Additional Amounts" has the meaning ascribed to such term in Section 2.5.1;
-1-

"Automatic Conversion" has the meaning ascribed to such term in Section 4.1;
"Automatic Conversion Event" means an event giving rise to an Automatic Conversion, being the occurrence of any one of
the following: (i) the making by the Company of a general assignment for the benefit of its creditors or a proposal (or the filing
of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada) or the Companies' Creditors
Arrangement Act (Canada); (ii) any proceeding instituted by the Company seeking to adjudicate it bankrupt or insolvent or,
where the Company is insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment,
protection, relief or compromise of its debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry
of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the property and assets of the
Company or any substantial part of its property and assets in circumstances where the Company is adjudged as bankrupt or
insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over the property and assets of the
Company or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances where the
Company is adjudged as bankrupt or insolvent under any law relating to bankruptcy or insolvency in Canada; or (iv) any
proceeding is instituted against the Company seeking to adjudicate it as bankrupt or insolvent, or where the Company is
insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or
compromise of its debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of an order for the
appointment of a receiver, interim receiver, trustee or other similar official for the property and assets of the Company or any
substantial part of its property and assets in circumstances where the Company is adjudged as bankrupt or insolvent under any
law relating to bankruptcy or insolvency in Canada, and either such proceeding has not been stayed or dismissed within sixty
(60) days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an
order for relief against the Company or the appointment of a receiver, interim receiver, trustee, or other similar official for the
Company's property and assets or for any substantial part of its property and assets);
"CAD" means the lawful currency of Canada;
"Calculation Agent" means any Person, which may be the Company or any of the Company's Affiliates, appointed by the
Company from time to time to act as calculation agent with respect to the Notes;
"Canadian Taxes" has the meaning ascribed to such term in Section 2.5.1;
"Closing Date" means September 25, 2023;
"Code" means Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended;
"Common Shares" means the common shares in the capital of the Company;
-2-

"Conversion Preference Shares" means the newly issued series of preference shares of the Company, designated as
Preference Shares, Series 2023-B, to be issued to Holders of Notes upon the occurrence of an Automatic Conversion Event;
"Conversion Time" has the meaning ascribed to such term in Section 4.1;
"DBRS" means DBRS Limited;
"Deferral Date" has the meaning ascribed to such term in Section 5.1;
"Deferral Period" has the meaning ascribed to such term in Section 5.1;
"Dividend Restricted Shares" has the meaning ascribed to such term in Section 5.3;
"DTC" means the Depository Trust Company or its nominee;
"Excluded Holder" has the meaning ascribed to such term in Section 2.5.1;
"FATCA Withholding Tax" means any deduction or withholding imposed or collected pursuant to the Code, any current or
future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of the Code (or any law implementing such an intergovernmental agreement);
"Fitch" means Fitch Ratings, Inc.;
"Five-Year Treasury Rate" means, as of any Reset Interest Determination Date, as applicable, (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently published H.15, for the U.S.
Treasury security with a maturity of five years from the next Interest Reset Date and trading in the public securities market or
(2) if there is no such published U.S. Treasury security with a maturity of five years from the next Interest Reset Date and
trading in the public securities market, the rate will be determined by the Calculation Agent by interpolation or extrapolation on
a straight line basis between the most recent weekly average yield to maturity for two series of U.S. Treasury securities trading
in the public securities market, (A) one maturing as close as possible to, but earlier than, the Interest Reset Date following the
next succeeding Reset Interest Determination Date, and (B) the other maturing as close as possible to, but later than, the
Interest Reset Date following the next succeeding Reset Interest Determination Date, in each case as published in the most
recently published H.15; provided, however, that if the H.15 is no longer published or the Five-Year Treasury Rate cannot be
determined pursuant to the methods described in clauses (1) or (2) above, then the Five-Year Treasury Rate will be the Five-
Year Treasury Rate in effect for the prior Interest Reset Period, or, in the case of the Initial Interest Reset Date, 4.465%;
"Governmental Authority" means any domestic or foreign legislative, executive, judicial or administrative body or Person
having or purporting to have jurisdiction in the relevant circumstances;
-3-

"H.15" means the daily statistical release designated as such, or any successor publication as determined by the Calculation
Agent in its sole discretion, published by the Board of Governors of the United States Federal Reserve System;

"Holders" means the registered holders, from time to time, of the Notes or, where the context requires, all of such holders;
"Indenture" has the meaning ascribed to such term in the first recital to this supplemental indenture;
"Ineligible Person" means any Person whose address is in, or whom the Company or its transfer agent has reason to believe is
a resident of, any jurisdiction outside of Canada and the United States of America to the extent that: (i) the issuance or delivery
by the Company to such Person, upon an Automatic Conversion, of Conversion Preference Shares, would require the Company
to take any action to comply with securities or analogous laws of such jurisdiction; or (ii) withholding tax would be applicable
in connection with the delivery to such Person of Conversion Preference Shares upon an Automatic Conversion;
"Initial Interest Reset Date" means January 15, 2034;
"Interest Payment Date" means January 15 and July 15 of each year during which any Notes are outstanding, and the
Maturity Date;
"Interest Reset Period" means the period from and including the Initial Interest Reset Date to, but not including, the next
following Interest Reset Date and thereafter each period from and including each Interest Reset Date to, but not including, the
next following Interest Reset Date;
"Interest Reset Date" means the Initial Interest Reset Date and each date falling on the five-year anniversary of the preceding
Interest Reset Date;
"Maturity Date" means January 15, 2084;
"Moody's" means Moody's Investors Service, Inc.;
"Notes" means the $1,250,000,000 aggregate principal amount of 8.500% Fixed-to-Fixed Rate Subordinated Notes
Series 2023-B due 2084 issued by the Company hereunder;
"Parity Notes" has the meaning ascribed to such term in Section 5.3;
"Person" includes any individual, corporation, limited or unlimited liability company, general or limited partnership,
association, trust, unincorporated organization, joint venture and Governmental Authority;
"Rating Event" means Moody's, S&P, DBRS or Fitch that then publishes a rating for the Company (a "rating agency")
amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Notes, which amendment,
clarification or change results in (a) the shortening of the length of time the Notes are assigned a particular level of equity credit
by that rating agency as compared to the length of time they would have been assigned that level of equity credit by that rating
agency or its predecessor on the initial issuance of the Notes; or (b) the lowering of the equity credit (including up to a lesser
amount) assigned to the Notes by that rating agency compared to the equity credit assigned by that rating agency or its
predecessor on the initial issuance of the Notes;
-4-

"Reset Interest Determination Date" means, in respect of any Interest Reset Period, the day falling two Business Days prior
to the beginning of such Interest Reset Period.
"Senior Creditor" means a holder or holders of Senior Indebtedness and includes any representative or representatives or
trustee or trustees of any such holder and such other lenders providing advances to the Company pursuant to Senior
Indebtedness;
"Senior Indebtedness" means obligations (other than non-recourse obligations, the Notes or any other obligations specifically
designated as being subordinate in right of payment to Senior Indebtedness) of, or guaranteed or assumed by, the Company for
borrowed money or evidenced by bonds, debentures or notes or obligations of the Company for or in respect of bankers'
acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement
obligations in respect of each of the foregoing) or other similar instruments, and amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligation;
"S&P" means S&P Global Ratings;
"Tax Event" means the Company has received an opinion of independent counsel of a nationally recognized law firm in
Canada or the United States experienced in such matters (who may be counsel to the Company) to the effect that, as a result of,
(i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations
thereunder, or any application or interpretation thereof, of Canada or the United States or any political subdivision or taxing
authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private
ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of
intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or
reassessment) (collectively, an "Administrative Action"); or (iii) any amendment to, clarification of, or change in, the official
position with respect to or the interpretation of any Administrative Action or any interpretation or pronouncement that provides
for a position with respect to such Administrative Action that differs from the theretofore generally accepted position, in each
of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority,
irrespective of the manner in which such amendment, clarification, change, Administrative Action, interpretation or
pronouncement is made known, which amendment, clarification, change or Administrative Action is effective or which
interpretation, pronouncement or Administrative Action is announced on or after the date of issue of the Notes, there is more
than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation,
pronouncement or Administrative Action is effective and applicable) that (i) the Company is, or may be, subject to more than a
de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of
its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes (including the
treatment by the Company of interest on the Notes), as or as would be reflected in any tax return or form filed, to be filed, or
that otherwise could have been filed, will not be respected by a taxing authority or (ii) the Company is, or may be, obligated to
pay Additional Amounts; and
-5-

"this supplemental indenture", "hereto", "hereby", "hereunder", "hereof", "herein" and similar expressions refer to this
Twelfth Supplemental Indenture and not to any particular article, section, subdivision or other portion hereof.

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine
gender and vice versa.
1.2Interpretation Not Affected By Headings, etc.
The division of this Twelfth Supplemental Indenture into Articles and Sections and the insertion of headings are for
convenience of reference only and shall not affect the construction or interpretation of this Twelfth Supplemental Indenture.
1.3Incorporation of Certain Definitions
All terms contained in this Twelfth Supplemental Indenture which are defined in the Indenture, as supplemented and amended
to the date hereof, shall, for all purposes hereof, have the meanings given to such terms in the Indenture, as so supplemented
and amended, unless otherwise defined herein or unless the context otherwise specifies or requires.
ARTICLE 2
THE NOTES
2.1No Limitation on Issue
The aggregate principal amount of the Notes that may be issued and authenticated hereunder shall be unlimited.
2.2Terms of Notes
2.2.1The Notes shall be dated as of the Closing Date, regardless of their actual date of issue, and shall mature on the
Maturity Date.
2.2.2The Notes will bear interest (i) from, and including, the Closing Date to, but not including, the Initial Interest Reset
Date at the rate of 8.500% per annum and (ii) from and including the Initial Interest Reset Date, during each Interest Reset
Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus:
(a) for the period from, and including, the Initial Interest Reset Date to, but not including, January 15, 2054, 4.431%, and
(b) for the period from, and including, January 15, 2054 to, but not including, January 15, 2084, 5.181%, in each case, to be
reset on each Interest Reset Date. Interest on the Notes will be payable semi-annually in arrears on each Interest Payment Date,
commencing on January 15, 2024, subject to deferral as set forth in Article 5. The applicable interest rate for each Interest
Reset Period will be determined by the Calculation Agent as of the applicable Reset Interest Determination Date. Subject to
Article 5, interest as aforesaid shall be payable after as well as before default, with interest on overdue interest, in like money,
at the same rates and on the same dates.
-6-

2.2.3Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, for any
period shorter than six months, on the basis of the actual number of days elapsed per 30-day month. For the purposes of
disclosure under the Interest Act (Canada), and without affecting the interest payable on the Notes, whenever the interest rate
on the Notes is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such
interest rate will be the interest rate multiplied by the actual number of days in the relevant calendar year and divided by the
number of days used in calculating the specified interest rate.
2.2.4 If any Interest Payment Date falls on a day that is not a Business Day, the payment of interest, principal or premium
due on such Interest Payment Date will be postponed until the next Business Day, and no further interest or other sums will
accrue in respect of such postponement.
2.2.5Interest payments will be made to Holders in whose names the Notes are registered at the close of business on
January 1 and July 1 (in each case, whether or not a Business Day), as the case may be, immediately preceding the relevant
Interest Payment Date.
2.3Form of Notes
2.3.1The Notes shall be issued only as fully registered Notes in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof.
2.3.2The Notes and the certificate of authentication of the Trustee endorsed thereon shall be in the English language and
shall be substantially in the form set out in Schedule A hereto, with such appropriate additions, deletions, substitutions and
variations as the Trustee may approve and shall bear such distinguishing letters and numbers as the Trustee may approve, such
approval of the Trustee to be conclusively evidenced by its authentication of the Notes.
2.3.3The Notes may be engraved, printed or lithographed, or partly in one form and partly in another, as the Company may
determine.
2.4Calculation Agent
2.4.1Unless all of the outstanding Notes are to be redeemed or have been redeemed as of the Initial Interest Reset Date, the
Company shall appoint a Calculation Agent with respect to the Notes prior to the Reset Interest Determination Date preceding
the Initial Interest Reset Date.
2.4.2The Calculation Agent will determine the applicable interest rate for each Interest Reset Period as of the applicable
Reset Interest Determination Date. Promptly upon such determination, the Calculation Agent, if other than the Company or an
Affiliate of the Company, will notify the Company of the interest rate for the relevant Interest Reset Period and the Company
will then promptly notify the Trustee, if other than the Calculation Agent, of such interest rate.
-7-

2.4.3The Calculation Agent's determination of any interest rate, and its calculation of the amount of interest for any Interest
Reset Period beginning on or after the Initial Interest Reset Date: (i) will be on file at the Company's principal offices, (ii) will
be made available to any Holder upon request, (iii) will be conclusive and binding absent manifest error, (iv) may be made in
the Calculation Agent's sole discretion and (v) notwithstanding anything to the contrary in the documentation relating to the
Notes, will become effective without consent from any other person or entity.
2.5Additional Amounts
2.5.1All payments made by or on account of any obligation of the Company under or with respect to the Notes shall be
made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost,
assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by
or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof
having power to tax (hereinafter, "Canadian Taxes"), unless the Company is required to withhold or deduct Canadian Taxes by
law or by the interpretation or administration thereof by the relevant government authority or agency. If the Company is so
required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect
to the Notes, the Company shall pay as additional interest such additional amounts ("Additional Amounts") as may be
necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction
shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted;
provided, however, that no Additional Amounts shall be payable with respect to a payment made to a Holder (an "Excluded
Holder") in respect of a beneficial owner (i) with which the Company does not deal at arm's length (for purposes of the Income
Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of such
Holder's failure to comply with any certification, identification, information, documentation or other reporting requirement 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, such Canadian Taxes, (iii) where all or any portion of the amount paid
to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada)
or subsection 214(18) of the Income Tax Act (Canada) (as set out in proposals to amend the Income Tax Act (Canada) on
April 29, 2022 with respect to "hybrid mismatch arrangements"), or (iv) which is subject to such Canadian Taxes by reason of
its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere
holding of Notes or the receipt of payments thereunder. The Company shall make such withholding or deduction and remit the
full amount deducted or withheld to the relevant authority as and when required under applicable law.
-8-

Notwithstanding the foregoing, all payments shall be made net of any FATCA Withholding Tax, and no additional amounts will
be payable as a result of any such FATCA Withholding Tax.

2.5.2If a Holder has received a refund or credit for any Canadian Taxes with respect to which the Company has paid
Additional Amounts pursuant to this Section 2.5, such Holder shall pay over such refund to the Company (but only to the
extent of such Additional Amounts), net of all out-of-pocket expenses of such Holder, together with any interest paid by the
relevant tax authority in respect of such refund.
2.5.3If Additional Amounts are required to be paid under this Section 2.5 as a result of a Tax Event, the Company may
elect to redeem outstanding Notes pursuant to Section 3.3.
2.6Tax Treatment
The Company intends to treat the Notes as equity of the Company for U.S. federal income tax purposes. Holders of the Notes
are required, in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary, to treat the Notes for U.S.
federal income tax purposes in accordance with such characterization. U.S. Holders of the Notes agree not to treat interest
payments on the Notes as "qualified dividend income" that is subject to preferential tax rates.
ARTICLE 3
REDEMPTION OF THE NOTES
3.1Redemption of Notes at the Option of the Company
The Company may, at its option, on giving not more than 60 days nor less than 10 days' prior notice to the Holders thereof,
redeem the Notes, in whole at any time or in part from time to time, (i) on any day in the period commencing on the date falling
three months prior to the Initial Interest Reset Date and ending on (and including) the Initial Interest Reset Date and (ii) after
the Initial Interest Reset Date, on any Interest Payment Date, in each case, without the consent of the Holders, at a redemption
price per $1,000 principal amount of the Notes equal to 100% of the principal amount thereof, together with accrued and
unpaid interest to, but excluding, the date fixed for redemption.
3.2Partial Redemption of Notes
3.2.1If less than all the Notes are to be redeemed pursuant to Section 3.1, the Company shall, at least 15 days prior to the
date that notice of redemption is given, notify the Trustee by Company Order stating the Company's intention to redeem the
aggregate principal amount of the Notes to be redeemed. The Notes to be redeemed shall be selected by the Trustee, if the
Notes are in Global Form, in accordance with the procedures of DTC and if the Notes are certificated, on a pro rata basis,
disregarding fractions, according to the principal amount of the Notes registered in the respective names of each Holder, or in
such other manner as the Trustee may consider equitable, provided that such selection shall be proportionate (to the nearest
minimum authorized denomination for the Notes established pursuant to Section 2.3).
-9-