Deutsche Bank Trust Company Americas and Enbridge Inc. - ss. 46(4) of the OBCA

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) (the OBCA) -- trust indentures governed by the United States Trust Indenture Act of 1939, as amended, exempted from the requirements of Part V of the OBCA with respect to cross-border offerings.

Statutes Cited

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

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

Securities Act of 1933, Act of May 27, 1933, 48 Stat, 74, 15 U.S. Code, Secs. 77a-77aa, as amended.

Trust Indenture Act of 1939, Act of August 3, 1939, 53 Stat, 1149, 15 U.S. Code, Secs. 77aaa- 77bbb, as amended.

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, CHAPTER B.17, AS AMENDED (THE OBCA)

AND

IN THE MATTER OF

DEUTSCHE BANK TRUST COMPANY AMERICAS

AND

ENBRIDGE INC.

ORDER

(Subsection 46(4) of the OBCA)

UPON the application of Deutsche Bank Trust Company Americas (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 46(4) of the OBCA exempting a trust indenture of Enbridge Inc. (the Issuer) from the requirements of Part V of the OBCA;

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

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

1. the Issuer is a corporation existing under the Canada Business Corporations Act and is a reporting issuer not in default under the Securities Act, R.S.O. 1990, c.S.5, as amended, and the regulations thereunder;

2. the Applicant is a United States (U.S.) based financial institution and is to be a trustee under an indenture (the Indenture) to be made between the Issuer and the Applicant in respect of unsecured debentures, notes, or other evidence of indebtedness of the Issuer to be issued thereunder (the Securities);

3. 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 and the Issuer from time to time;

4. the Securities are to be offered 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 in the U.S. pursuant to the multijurisdictional disclosure system;

5. a shelf prospectus will be filed with the Commission pursuant to National Instrument 44-102- Shelf Distributions and the Securities may be offered in the Province of Ontario pursuant to applicable securities laws;

6. it is not anticipated that the Securities will be listed on any stock exchange;

7. as the Issuer will file a shelf prospectus with the Commission, Part V of the OBCA will apply to the Indenture by virtue of subsection 46(2) of the OBCA;

8. the Indenture will be subject to 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;

9. 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;

10. as a result of the filing of a U.S. prospectus supplement with the U.S. Security and Exchange Commission pursuant to which the Securities are offered in the U.S., the Indenture related thereto will be subject to and governed by the Trust Indenture Act. As a result of the filing with the Commission of a prospectus supplement pursuant to which the Securities are offered in Ontario, the Indenture in respect of such securities will be subject to Part V of the OBCA;

11. 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 12, derive any additional material benefit from having the Indenture be subject to Part V of the OBCA;

12. the Applicant has undertaken to file with the Commission 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; and

13. the Issuer has advised the Applicant that any Canadian prospectus supplement under which the Securities will be offered will disclose the existence of this Order and any material risks associated with the purchase of the Securities under an Indenture by a holder in Ontario, as a result of the absence of a local trustee appointed under the Indenture.

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 the Indenture is governed by and subject to the Trust Indenture Act.

February 11, 2005.