| Redemption on Tax Event or Rating Event: |
Within 90 days following the occurrence of a Tax Event, the Company
may, at its option, redeem all (but not less than all) of either series of the Notes at a redemption price per US$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.
Within 90 days following the occurrence of a Rating Event, the Company
may, at its option, redeem all (but not less than all) of either series of the Notes at a redemption price per US$1,000 principal amount
of the Notes equal to 102% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed
for redemption. |
| Automatic Conversion: |
The Series 2022-B Notes and the Series 2022-C Notes, in each case,
including accrued and unpaid interest thereon, will be converted automatically (“Automatic Conversion”), without the
consent of the Noteholders, into shares of a newly issued series of our preference shares, designated as Preference Shares, Series 2022-B
and Preference Shares, Series 2022-C (the “Conversion Preference Shares”), respectively, upon the occurrence of: (i)
the making by Enbridge 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 Enbridge seeking to adjudicate it as bankrupt or insolvent or, where Enbridge 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 Enbridge or any substantial part of its property and assets in circumstances where
Enbridge is adjudged as bankrupt or insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over
the property and assets of Enbridge or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances
where Enbridge is adjudged a bankrupt or insolvent under any law relating to bankruptcy or insolvency in Canada; or (iv) any proceeding
is instituted against Enbridge seeking to adjudicate it as bankrupt or insolvent or, where Enbridge 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 Enbridge or any substantial part of its property and assets in circumstances where
Enbridge 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 Enbridge or the appointment of a receiver, interim receiver, trustee, or other
similar official for Enbridge’s property and assets or for any substantial part of its property and assets (each, an “Automatic
Conversion Event”).
The Automatic Conversion shall occur upon an Automatic Conversion Event
(the “Conversion Time”). At the Conversion Time, the Notes shall be automatically converted, without the consent of
the Noteholders, into a newly issued series of fully-paid Conversion Preference Shares. At such time, the Notes shall be deemed to be
immediately and automatically surrendered and cancelled without need for further action by the Noteholders, who shall thereupon automatically
cease to be holders thereof and all rights of any such Noteholder as a debtholder of Enbridge shall automatically cease. At the Conversion
Time, Noteholders will receive one Conversion Preference Share for each US$1,000 principal amount of Notes held immediately prior to the
Automatic Conversion together with the number of Conversion Preference Shares (including fractional shares, if applicable) calculated
by dividing the amount of accrued and unpaid interest, if any, on the Notes by US$1,000. |