Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Amendment No. 3 to Credit Agreement
On January 5, 2017, Spectra Energy Partners, LP (the Partnership) entered into Amendment No. 3 (the Revolver
Amendment) to the Amended and Restated Credit Agreement dated as of November 1, 2013 (the Credit Agreement, as amended by the Revolver Amendment, the Amended Credit Agreement) with the lenders and issuing banks
named in the Credit Agreement and Citibank, N.A. as the administrative agent.
Pursuant to the Revolver Amendment, effective upon the
consummation of the Proposed Merger (as defined below), the merger covenant in the Credit Agreement and the change of control event of default in the Credit Agreement shall be automatically amended to permit the Proposed Merger. If the
Proposed Merger is not consummated, the Revolver Amendment shall not be effective to amend the Credit Agreement. For purposes hereof, Proposed Merger means the proposed merger of Enbridge Inc., a Canadian corporation
(Enbridge), or any subsidiary thereof, with Spectra Energy Corp (SE Corp) pursuant to the Agreement and Plan of Merger dated as of September 5, 2016 among SE Corp, Enbridge and Sand Merger Sub, Inc., a Delaware
corporation.
Certain of the lenders under the Amended Credit Agreement and their respective affiliates perform various financial
advisory, investment banking and commercial banking services from time to time for the Partnership and its affiliates, for which they received or will receive customary fees and expense reimbursement.
The foregoing description of the Revolver Amendment is not complete and is qualified in its entirety by reference to the full and complete
terms of the Revolver Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Amendment No. 1 to Term Loan
Agreement
On January 5, 2017, the Partnership and entered into Amendment No. 1 (the Term Loan Amendment) to the
Credit Agreement dated as of November 1, 2013 (the Term Loan Agreement, as amended by the Term Loan Amendment, the Amended Term Loan Agreement) with the lenders named in the Term Loan Agreement and The Bank of
Tokyo-Mitsubishi UFJ, Ltd. as the administrative agent.
Pursuant to the Term Loan Amendment, effective upon the consummation of the
Proposed Merger, the merger covenant in the Term Loan Agreement and the change of control event of default in the Term Loan Agreement shall be automatically amended to permit the Proposed Merger. If the Proposed Merger is not
consummated, the Term Loan Amendment shall not be effective to amend the Term Loan Agreement.
Certain of the lenders under the Amended
Term Loan Agreement and their respective affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Partnership and its affiliates, for which they received or will receive customary
fees and expense reimbursement.
The foregoing description of the Term Loan Amendment is not complete and is qualified in its entirety by
reference to the full and complete terms of the Term Loan Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.2.