Deutsche Bank Trust Company Americas et al. - s. 46(4) of the OBCA

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) - trust indenture to be governed by the United States Trust Indenture Act of 1939, as amended, in connection with a proposed public offering of debt securities of an issuer in the United States and Canada - trustee to be appointed under the trust indenture undertakes to file with the Commission and on SEDAR a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and appointment of an agent for service of process in Ontario - any pricing supplement or prospectus supplement under which the debt securities will be offered in Ontario will include disclosure about the existence of this order and a statement regarding the risks associated with the purchase of debt securities of the issuer under the trust indenture by a holder in Ontario as a result of the absence of a local trustee appointed under the trust indenture - trust indenture exempted from the requirements of Part V of the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 46(2), 46(3), 46(4), Part V.

Securities Act, R.S.O. 1990, c. S.5, as am.

Trust Indenture Act of 1939, 53 Stat. 1149 (1939), 15 U.S.C., Secs. 77aaa-77bbb, as am.

June 24, 2008

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, C.B.16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

DEUTSCHE BANK TRUST COMPANY AMERICAS,

ENBRIDGE FINANCE COMPANY INC. AND

ENBRIDGE INC.

ORDER

(Subsection 46(4) of the OBCA)

UPON the application (the "Application") of Deutsche Bank Trust Company Americas (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order that:

(a) pursuant to subsection 46(4) of the OBCA, a trust indenture of Enbridge Finance Company Inc. (the "Issuer") and Enbridge Inc. (the "Guarantor") be exempt from the requirements of Part V of the OBCA; and

(b) the Application and this order be held in confidence by the Commission until the earlier of (i) the date on which the Issuer publicly announces the Proposed Offering (as defined below), and (ii) the date that is 60 days after the date of this order, to the extent permitted by law;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by the Guarantor and the Applicant to the Commission that:

1. The Guarantor is a corporation existing under the Canada Business Corporations Act (the "CBCA") and is a reporting issuer not in default under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), and the regulations thereunder.

2. The Issuer is a wholly-owned subsidiary of the Guarantor incorporated under the CBCA and will become a reporting issuer under the Act upon the filing of a prospectus in connection with the Securities (as defined below).

3. The Applicant is a United States ("U.S.") based financial institution and will be, pursuant to the terms of an indenture (the "Indenture") to be made between the Issuer, the Guarantor and the Applicant, the trustee in respect of unsecured debentures, notes, or other evidence of indebtedness of the Issuer to be issued thereunder (the "Securities").

4. The Applicant is a body corporate incorporated under the laws of New York and is not resident in or authorized to do business in the Province of Ontario as trustee. The Applicant will be the sole trustee under the Indenture.

5. The Securities are to be offered by the Issuer primarily to the public in the U.S. and are to be registered under the U.S. Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form F-10 (the "Registration Statement") in respect of a base shelf prospectus to be filed with the U.S. Securities and Exchange Commission (the "SEC") pursuant to the multijurisdictional disclosure system.

6. It is proposed that a base shelf prospectus (the "Canadian Base Shelf Prospectus") will be filed with the Commission and each other securities regulator in Canada pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions that will qualify the Securities issued thereunder for distribution in Canada (the "Proposed Offering"). The Indenture will be filed by the Issuer with the Commission in connection with the filing of the Canadian Base Shelf Prospectus.

7. It is proposed that the Securities are to be sold by the Issuer through certain undetermined investment banks (collectively, the "Underwriters"), as underwriters, pursuant to the terms of agreements to be entered into among the Underwriters, the Issuer and the Guarantor from time to time.

8. The Issuer may offer Securities for sale from time to time in Canada, under the Canadian Base Shelf Prospectus and one or more related prospectus supplements following the Issuer's receipt of a final receipt for the Canadian Base Shelf Prospectus. Specific issuances of Securities may be offered concurrently in Canada and the United States.

9. It is not currently anticipated that the Securities issued in Canada pursuant to the Proposed Offering will be listed on any stock exchange in Canada, but listing may occur in the future.

10. As the Issuer intends to file the Canadian Base Shelf Prospectus with the Commission, Part V of the OBCA will apply to the Indenture by virtue of subsection 46(2) of the OBCA.

11. As a result of filing the Registration Statement with the SEC pursuant to which the Securities will be offered in the U.S., the Indenture will be subject to and governed by the U.S. Trust Indenture Act of 1939 (the "Trust Indenture Act"), which regulates the issue of debt securities under trust indentures in the U.S. in a manner consistent with Part V of the OBCA.

12. The Indenture will be governed by the laws of the State of New York, will provide that there shall always be a trustee thereunder that satisfies the requirements of sections 310(a)(1), 310(a)(2) and 310(b) of the Trust Indenture Act and will contain provisions in conformity with the requirements of the Trust Indenture Act.

13. Because the Trust Indenture Act regulates the issue of debt securities under trust indentures in the U.S. in a manner that is consistent with Part V of the OBCA, holders of Securities in Ontario will not, subject to paragraph 14, derive any additional material benefit from having the Indenture be subject to Part V of the OBCA.

14. Prior to or concurrently with the Issuer filing the Canadian Base Shelf Prospectus with the Commission, the Applicant has undertaken in favour of the Commission to file on SEDAR a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and appointment of an agent for service of process in Ontario (a "Submission to Jurisdiction and Appointment of Agent for Service of Process").

15. The Guarantor has advised the Applicant that any Canadian pricing supplement or prospectus supplement under which the Securities will be offered in Canada will disclose the existence of this order and state that the Applicant, its officers and directors, and the assets of the Applicant are located outside of Ontario and, as a result, it may be difficult for a holder of Securities to enforce rights against the Applicant, its officers or directors, or the Applicant's assets and that the holder may have to enforce rights against the Applicant in the United States.

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to subsection 46(4) of the OBCA, that the Indenture is exempt from Part V of the OBCA, provided that:

(i) the Indenture is governed by and subject to the Trust Indenture Act; and

(ii) prior to or concurrently with the Issuer's filing of the Canadian Base Shelf Prospectus with the Commission, the Applicant, or any trustee that replaces the Applicant under the terms of the Indenture, has filed with the Commission and on SEDAR a Submission to Jurisdiction and Appointment of Agent for Service of Process.

IT IS ORDERED that the Application and this order be held in confidence by the Commission until the earlier of: (i) the date on which the Issuer publicly announces the Proposed Offering; and (ii) the date that is 60 days after the date of this order, to the extent permitted by law.