Exhibit 10.1


 


EXECUTION COPY


 


CLASS A COMMON UNIT


PURCHASE AGREEMENT


 


by and between


 


ENBRIDGE ENERGY PARTNERS, L.P.


 


and


 


ENBRIDGE ENERGY COMPANY, INC.


 





















 


Table of Contents


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  SALE AND
  PURCHASE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Sale and Purchase

  	
   

  	
  4

  
	
  Section 2.02

  	
   

  	
  Closing

  	
   

  	
  4

  
	
  Section 2.03

  	
   

  	
  Conditions to the Closing

  	
   

  	
  4

  
	
  Section 2.04

  	
   

  	
  Enbridge Partners’ Deliveries

  	
   

  	
  5

  
	
  Section 2.05

  	
   

  	
  EECI’s Deliveries

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  REPRESENTATIONS
  AND WARRANTIES RELATED TO ENBRIDGE PARTNERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Existence

  	
   

  	
  6

  
	
  Section 3.02

  	
   

  	
  Capitalization and Valid Issuance of
  Purchased Units

  	
   

  	
  6

  
	
  Section 3.03

  	
   

  	
  Enbridge Partners SEC Documents and
  Financial Statements

  	
   

  	
  7

  
	
  Section 3.04

  	
   

  	
  No Enbridge Partners Material Adverse
  Change

  	
   

  	
  9

  
	
  Section 3.05

  	
   

  	
  No Conflicts

  	
   

  	
  10

  
	
  Section 3.06

  	
   

  	
  Authority

  	
   

  	
  10

  
	
  Section 3.07

  	
   

  	
  Investment Company Status

  	
   

  	
  10

  
	
  Section 3.08

  	
   

  	
  Certain Fees

  	
   

  	
  10

  
	
  Section 3.09

  	
   

  	
  Securities Act of 1933

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  REPRESENTATIONS
  AND WARRANTIES OF EECI

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Existence

  	
   

  	
  11

  
	
  Section 4.02

  	
   

  	
  No Conflicts

  	
   

  	
  11

  
	
  Section 4.03

  	
   

  	
  Certain Fees

  	
   

  	
  11

  
	
  Section 4.04

  	
   

  	
  Unregistered Securities

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
  Use of Proceeds

  	
   

  	
  12

  
	
  Section 5.02

  	
   

  	
  Interpretation; Severability

  	
   

  	
  13

  
	
  Section 5.03

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  13

  
	
  Section 5.04

  	
   

  	
  Waivers; Remedies; Amendments

  	
   

  	
  13

  
	
  Section 5.05

  	
   

  	
  Binding Effect; Assignment

  	
   

  	
  13

  
	
  Section 5.06

  	
   

  	
  Communications

  	
   

  	
  14

  
	
  Section 5.07

  	
   

  	
  Entire Agreement

  	
   

  	
  15

  
	
  Section 5.08

  	
   

  	
  Governing Law

  	
   

  	
  15

  



 


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  Section 5.09

  	
   

  	
  Execution in Counterparts

  	
   

  	
  15

  
	
  Section 5.10

  	
   

  	
  Termination

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedules

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 2.05

  	
   

  	
  Wiring Instructions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 3.01

  	
   

  	
  List of Operating Subsidiaries of Enbridge Partners

  	
   

  	
   

  



 


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CLASS A COMMON UNIT PURCHASE AGREEMENT


 


This CLASS A
COMMON UNIT PURCHASE AGREEMENT, dated as of November 17, 2008 (this “Agreement”),
is entered into by and between ENBRIDGE ENERGY PARTNERS, L.P., a Delaware
limited partnership (“Enbridge Partners”) and ENBRIDGE ENERGY COMPANY, INC., a Delaware corporation (“EECI”).


 


In
consideration of the mutual covenants and agreements set forth herein and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:


 


ARTICLE I.


DEFINITIONS


 


Section 1.01          Definitions.  As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
specified in this Section 1.01.


 


“Affiliate”
means, with respect to a specified Person, any other Person, directly or
indirectly controlling, controlled by or under direct or indirect common
control with such specified Person.  For
purposes of this definition, “control” (including, with correlative meanings, “controlling,”
“controlled by,” and “under common control with”) means the power to direct or
cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.


 


“Business
Day” means any day other than a Saturday, Sunday, or a legal holiday for
commercial banks in New York, New York.


 


“Certification”
has the meaning specified in Section 3.03(a).


 


“Class A
Common Unit” has the meaning specified in the Partnership Agreement.


 


“Class B
Common Unit” has the meaning specified in the Partnership Agreement.


 


“Class C
Unit” has the meaning specified in the Partnership Agreement.


 


“Closing”
has the meaning specified in Section 2.02.


 


“Closing
Date” has the meaning specified in Section 2.02.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Unit” has the meaning specified in the Partnership Agreement.


 


“Companies”
means Enbridge Partners, the General Partner, Enbridge Management and the
Operating Partnership, collectively.


 


“Confidential
Information Memorandum” means the confidential information memorandum dated
November 13, 2008 previously provided to EECI by Enbridge Partners.


 





















 


“Delaware
LLC Act” means the Delaware Limited Liability Company Act, as amended.


 


“Delaware
LP Act” means the Delaware Revised Uniform Limited Partnership Act, as
amended.


 


“Delegation
of Control Agreement” has the meaning specified in the Partnership
Agreement.


 


“DGCL”
means the Delaware General Corporation Law, as amended.


 


“EECI”
has the meaning specified in the introductory paragraph of this Agreement.


 


“EECI
Material Adverse Effect” means any material and adverse effect on the ability
of EECI to meet its obligations and to consummate the transactions under this
Agreement.


 


“Enbridge
Financial Statements” has the meaning specified in Section 3.03(c).


 


“Enbridge
Management” means Enbridge Energy Management, L.L.C., a Delaware limited
liability company.


 


“Enbridge
Management LLC Agreement” means the Amended and Restated Limited Liability
Company Agreement of Enbridge Management dated as of October 17, 2002.


 


“Enbridge
Material Adverse Effect” means any material and adverse effect on (a) the
financial position, prospects, results of operations or business of Enbridge
Partners and the Operating Subsidiaries (taken as a whole), (b) the
ability of Enbridge Partners and the Operating Subsidiaries (taken as a whole)
to carry out their business as such business is conducted as of the date hereof
or (c) the ability of Enbridge Partners to meet its obligations and to
consummate the transactions under this Agreement.


 


“Enbridge
Partners” has the meaning specified in the introductory paragraph of this
Agreement.


 


“Enbridge
Partners SEC Documents” has the meaning specified in Section 3.03(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.


 


“Exchange
Act Filings” means the periodic and current reports of a Person filed with
the Commission under the Exchange Act.


 


“GAAP”
means generally accepted accounting principles in the United States in effect
from time to time.


 


“General
Partner” means EECI, in its capacity as the general partner of Enbridge
Partners.


 


“Governmental
Authority” means, with respect to a particular Person, the country, state,
county, city and political subdivisions in which such Person or such Person’s
Property is located 


 


2





















 


or that exercises valid jurisdiction over any such Person or such
Person’s Property, and any court, agency, department, commission, board, bureau
or instrumentality of any of them that exercises valid jurisdiction over any
such Person or such Person’s Property. 
Unless otherwise specified, all references to Governmental Authority
herein with respect to Enbridge Partners mean a Governmental Authority having
jurisdiction over Enbridge Partners, the Operating Subsidiaries or any of their
respective Properties.


 


“GP
Interest” has the meaning specified in Section 3.02(a).


 


“I-Unit”
has the meaning specified in the Partnership Agreement.


 


“Investment
Company Act” means the Investment Company Act of 1940, as amended from time
to time, and the rules and regulations of the Commission promulgated
thereunder.


 


“Law”
means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation or common law.


 


“Lien”
means any lien, encumbrance, security interest, equity, charge or other
interest in Property securing an obligation owed to, or a claim by, a Person
other than the owner of the Property, whether such interest is based on the
common law, statute or contract, and whether such obligation or claim is fixed
or contingent, and including but not limited to the lien or security interest
arising from a mortgage, encumbrance, pledge, security agreement, conditional
sale or trust receipt or a lease, consignment or bailment for security
purposes. For the purpose of this Agreement, a Person shall be deemed to be the
owner of any Property that it has acquired or holds subject to a conditional
sale agreement, or leases under a financing lease or other arrangement pursuant
to which title to the Property has been retained by or vested in some other
Person in a transaction intended to create a financing.


 


“Listed
Shares” has the meaning specified in the Enbridge Management LLC Agreement.


 


“NYSE”
means the New York Stock Exchange.


 


“Operating
Partnership” means Enbridge Energy, Limited Partnership, a Delaware limited
partnership.


 


“Operating
Subsidiaries” means the subsidiaries of Enbridge Partners listed on Schedule 3.01
hereto.


 


“Partnership
Agreement” means the Fourth  Amended
and Restated Agreement of Limited Partnership of Enbridge Partners, dated as of
August 15, 2006, as amended by Amendment No. 1 dated December 28,
2007 and Amendment No. 2 dated August 6, 2008.


 


“Permits”
means, with respect to Enbridge Partners or any of the Operating Subsidiaries,
any licenses, permits, variances, consents, authorizations, waivers, grants,
franchises, concessions, exemptions, orders, registrations and approvals of
Governmental Authorities or other Persons necessary for the ownership, leasing,
operation, occupancy and use of its Properties and the conduct of its
businesses as currently conducted.


 


3




















 


“Person” means any
individual, corporation, company, voluntary association, partnership, joint
venture, trust, limited liability company, unincorporated organization or
government or any agency, instrumentality or political subdivision thereof, or
any other form of entity.


 


“Property” means any
interest in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible.


 


“Purchase Price”
means the aggregate purchase price of the Purchased Units.


 


“Purchased Units” has
the meaning specified in Section 2.01.


 


“Representatives” of
any Person means the officers, directors, employees, agents, counsel,
accountants, investment bankers and other representatives of such Person.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time, and the rules and
regulations of the Commission promulgated thereunder.


 


“SOX” has the meaning
specified in Section 3.03(a).


 


“Voting Shares” has
the meaning specified in the Enbridge Management LLC Agreement.


 


ARTICLE II.


SALE AND PURCHASE


 


Section 2.01          Sale and Purchase.  Upon the terms and conditions of this
Agreement, at the Closing, Enbridge Partners hereby agrees to issue and sell to
EECI, and EECI hereby agrees to purchase from Enbridge Partners, 16,250,000 Class A
Common Units (the “Purchased Units”) at a price per unit of $30.76.


 


Section 2.02          Closing.  Upon the terms and conditions of this
Agreement, the consummation of the sale and purchase of the Purchased Units
hereunder (the “Closing”) shall take place on December 4, 2008 (the
“Closing Date”), at the offices of Vinson & Elkins L.L.P., 1001
Fannin Street, 2500 First City Tower, Houston, Texas 77002.


 


Section 2.03          Conditions to the Closing.


 


(a)           Mutual
Conditions.  The respective
obligation of each party to consummate the purchase and sale of the Purchased
Units shall be subject to the satisfaction on or prior to the Closing Date of
each of the following conditions (any or all of which may be waived by a
particular party on behalf of itself in writing, in whole or in part, to the
extent permitted by applicable Law):


 


(i)        no
statute, rule, order, decree or regulation shall have been enacted or
promulgated, and no action shall have been taken, by or before any Governmental
Authority of competent jurisdiction that temporarily, preliminarily or
permanently restrains, precludes, enjoins or otherwise prohibits the
consummation of the transactions contemplated by this Agreement or makes the
transactions contemplated by this Agreement illegal; and


 


4

















 


(ii)       there
shall not be pending any suit, action or proceeding by or before any
Governmental Authority seeking to restrain, preclude, enjoin or prohibit the
transactions contemplated by this Agreement.


 


(b)           EECI’s
Conditions.  The obligation of EECI
to consummate the purchase of the Purchased Units shall be subject to the
satisfaction on or prior to the Closing Date of each of the following
conditions (any or all of which may be waived by EECI, on behalf of itself in
writing, in whole or in part, to the extent permitted by applicable Law):


 


(i)        (A) The
representations and warranties of Enbridge Partners contained in this Agreement
shall be true and correct in all material respects as of the Closing Date
(except to the extent expressly made as of an earlier date, in which case as of
such date) and (B) Enbridge Partners shall have performed in all material
respects all of its agreements and covenants to be performed prior to the
Closing;


 


(ii)       the Class A
Common Units comprising the Purchased Units shall have been approved for
listing on the NYSE, subject to notice of final issuance; and


 


(iii)      Enbridge
Partners shall have delivered, or caused to be delivered, to EECI at the
Closing the closing deliverables described below in Section 2.04.


 


(c)           Enbridge
Partner’s Conditions.  The obligation
of Enbridge Partners to consummate the sale the Purchased Units to EECI shall
be subject to the satisfaction on or prior to the Closing Date of the following
conditions (which may be waived by Enbridge Partners in writing, in whole or in
part, to the extent permitted by applicable Law):


 


(i)        (A) The
representations and warranties of EECI contained in this Agreement shall be
true and correct in all material respects as of the Closing Date (except to the
extent expressly made as of an earlier date, in which case as of such date) and
(B) EECI shall have performed in all material respects all of its
agreements and covenants to be performed prior to the Closing; and


 


(ii)       EECI
shall have delivered, or caused to be delivered, to Enbridge Partners at the
Closing the closing deliverables described below in Section 2.05.


 


Section 2.04          Enbridge Partners’ Deliveries.  At the Closing, Enbridge Partners will
deliver, or cause to be delivered, to EECI:


 


(a)           A
certificate issued in the name of EECI representing the Purchased Units; and


 


(b)           A
cross-receipt executed by Enbridge Partners certifying that it has received a
wire transfer as of the Closing Date in an amount equal to the Purchase Price.


 


Section 2.05          EECI’s Deliveries.  At the Closing, EECI will deliver, or cause
to be delivered, to Enbridge Partners:


 


(a)           Payment of
the Purchase Price by wire transfer of immediately available funds to the
account designated by Enbridge Partners on Schedule 2.05; and


 


5

















 


(b)           A
cross-receipt executed by EECI certifying that it has received a certificate
issued in the name of EECI representing the Purchased Units as of the Closing
Date.


 


ARTICLE III.


REPRESENTATIONS AND
WARRANTIES RELATED TO ENBRIDGE PARTNERS


 


Enbridge Partners represents
and warrants to EECI as follows:


 


Section 3.01          Existence.


 


(a)           Enbridge
Partners has been duly formed and is validly existing as a limited partnership
in good standing under the Delaware LP Act, with all requisite limited
partnership power and authority to own or lease its properties and to conduct
its business as described in Enbridge Partners’ Exchange Act Filings.  Enbridge Partners, directly or indirectly,
owns the percentage of the equity interests of each of the Operating
Subsidiaries set forth on Schedule 3.01, free and clear of any Lien
except for such Liens as are not individually or in the aggregate, material to
the ownership of such interest.  Each of
the Operating Subsidiaries has been duly organized and is validly existing as a
corporation, limited liability company or limited partnership, as the case may
be, in good standing under the laws of its respective jurisdiction of
incorporation or organization set forth on Schedule 3.01, with all
requisite corporate, limited liability company or limited partnership, as the
case may be, power and authority to own or lease its properties and to conduct
its business as described in Enbridge Partners’ Exchange Act Filings.


 


(b)           The
General Partner has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with all
requisite corporate power and authority to own or lease its properties, to
conduct its business as described in Enbridge Partners’ Exchange Act Filings
and to act as a general partner of Enbridge Partners.  The General Partner owns all of the
outstanding Voting Shares free and clear of any Lien except for such Liens as
are not individually or in the aggregate, material to the ownership of such
shares.  The General Partner is the sole
general partner of Enbridge Partners; provided, however, that, except as set
forth in the Partnership Agreement or the Delegation of Control Agreement, the
General Partner has delegated all of its power to manage and control the
business and affairs of Enbridge Partners to Enbridge Management.


 


(c)           Enbridge
Management has been duly organized and is validly existing as a limited
liability company in good standing under the laws of the State of Delaware,
with all requisite limited liability company power and authority to own or
lease its properties and to conduct its business as described in Enbridge
Management’s Exchange Act Filings.


 


Section 3.02          Capitalization and Valid Issuance
of Purchased Units.


 


(a)           The equity
capitalization of Enbridge Partners as of the date of this Agreement consists
of (i) 59,838,834 Class A Common Units, (ii) 3,912,750 Class B
Common Units, all of which Class B Common Units are owned of record and
beneficially by the General Partner, (iii) 19,688,968.560060 Class C
Units, (iv) 14,763,054.713389 I-Units, all of which are owned of record
and beneficially by Enbridge Management, and (iv) a 2% general partner
interest, which is owned of record and beneficially by the General Partner (the
“GP Interest”).  The Class 


 


6

















 


A Common
Units, Class B Common Units, Class C Units and I-Units of Enbridge
Partners have been duly authorized and validly issued in accordance with the
Partnership Agreement and are fully paid (to the extent required under the
Partnership Agreement) and non-assessable (except as such non-assessability may
be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP
Act).  The GP Interest has been duly
authorized and validly issued in accordance with the Partnership Agreement.


 


(b)           The
capitalization of Enbridge Management as of the date of this Agreement consists
of 14,763,053.073063 Listed Shares and 1.640326 Voting Shares, which
Voting Shares are owned of record and beneficially by the General Partner.  The Voting Shares and Listed Shares of
Enbridge Management have been duly authorized and validly issued in accordance
with the Enbridge Management LLC Agreement, and are fully paid (to the extent
required under the Enbridge Management LLC Agreement) and non-assessable
(except as such non-assessability may be affected by Sections 18-607 and 18-804
of the Delaware LLC Act).


 


(c)           The
Purchased Units and the limited partner interests represented thereby have been
duly authorized by the Partnership Agreement and, when issued, delivered and
paid for in accordance with this Agreement, will be validly issued, fully paid
and nonassessable (except as such non-assessability may be affected by Sections
17-303, 17-607 and 17-804 of the Delaware LP Act) and free of any preemptive or
similar rights (except as set forth in Section 4.4(c) of the
Partnership Agreement), and EECI will acquire its Purchased Units free and
clear of any Liens and restrictions on transfer, other than (i) restrictions
on transfer under the Partnership Agreement or this Agreement and under the
Securities Act and applicable state securities laws and (ii) such Liens as
are created by or arising through EECI.


 


(d)           Except for
Purchased Units to be issued and sold pursuant to this Agreement, any I-Units
to be issued pursuant to Section 5.10 of the Partnership Agreement or Class C
Units to be issued pursuant to Section 5.11 of the Partnership Agreement
and the Class A Common Units to be issued upon conversion of the Class C
Units, there are no outstanding or authorized (i) options, warrants,
preemptive rights, subscriptions, calls, or other rights, convertible or
exchangeable securities, agreements, claims or commitments of any character
obligating Enbridge Partners to issue, transfer or sell any partnership
interests or other equity interest in Enbridge Partners or securities
convertible into or exchangeable for such partnership interests, (ii) obligations
of Enbridge Partners to repurchase, redeem or otherwise acquire any partnership
interests or equity interests of Enbridge Partners or any such securities or
agreements listed in clause (i) of this sentence or (iii) voting
trusts or similar agreements to which Enbridge Partners is a party with respect
to the voting of the equity interests of Enbridge Partners.


 


Section 3.03          Enbridge Partners SEC Documents and
Financial Statements.


 


(a)           Since January 1,
2008, Enbridge Partners has timely filed with or submitted to the Commission
all forms, registration statements, reports (including Current Reports on Form 8-K
documents) and schedules required to be filed or submitted by it under the
Exchange Act.  Except to the extent
available in full without redaction on the Commission’s web site through the “Electronic
Data Gathering, Analysis and Retrieval System (EDGAR)” two Business Days prior
to the date of this Agreement, Enbridge Partners has delivered to EECI copies
in the form filed with or submitted to the Commission (including the full text
of any document filed subject to a 


 


7

















 


request for
confidential treatment) of all of the following:  (i) Enbridge Partners’ Annual Report on Form 10-K
for calendar 2007, (ii) Enbridge Partners’ Quarterly Reports on Form 10-Q
for the first, second and third quarters in calendar 2008, (iii) Enbridge
Partners’ Current Reports on Form 8-K filed since January 1, 2008, (iv) all
other forms, reports, registration statements and other documents filed or
submitted by Enbridge Partners with the Commission since January 1, 2008,
(the forms, reports, registration statements and other documents referred to in
clauses (i), (ii), (iii) and (iv) above, whether or not
available through EDGAR, are, collectively, the “Enbridge Partners SEC
Documents,”), (v) all certifications and statements required by Rules 13a-14
and 15d-14 under the Exchange Act and Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002 (“SOX”), and the rules and regulations
of the Commission promulgated thereunder, with respect to any report referred
to in clause (i) or (ii) (collectively, the “Certifications”),
and (vi) all comment letters received by Enbridge Partners from the Staff
of the Commission since January 1, 2008 and all responses to such comment
letters by or on behalf of Enbridge Partners. 
To Enbridge Partners’ knowledge, except as disclosed in the Enbridge
Partners SEC Documents, each director and officer (as defined in Rule 16a-1(f) under
the Exchange Act) of Enbridge Partners has filed with, or as the case may be
submitted to, the Commission on a timely basis all statements required by Section 16(a) of
the Exchange Act and the rules and regulations thereunder since January 1,
2008.  No subsidiary of Enbridge Partners
is, or since January 1, 2008 has been, required to file or submit any form,
report, registration statement or other document with the Commission.


 


(b)           Each of
the Enbridge Partners SEC Documents (i) as of the date of the filing of
such report (or in the case of registration statements, solely on the dates of
effectiveness), complied with the requirements of the Securities Act and the
Exchange Act, as the case may be, and SOX, including in each case, the rules and
regulations thereunder and (ii) as of its filing date (or, if amended or
superseded by a subsequent filing prior to the date hereof, on the date of such
filing) did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements made therein, in the light of the circumstances under which
they were made, not misleading.  The
Certifications complied with Rules 13a-14 and 15d-14 under the
Exchange Act and Sections 302 and 906 of SOX, and the rules and
regulations promulgated thereunder and the statements contained in the
Certifications were true and correct as of the date of the filing thereof.  Enbridge Partners is, and since January 1,
2008, has been, in compliance in all material respects with the applicable
listing and corporate governance rules and regulations of the NYSE.  Since January 1, 2008, neither Enbridge
Partners nor any of its subsidiaries or, to the knowledge of Enbridge Partners,
any director, executive officer, auditor or accountant of Enbridge Partners or
any of its subsidiaries has received or has otherwise had or obtained knowledge
of any written complaint, allegation, assertion or claim regarding the
accounting or auditing practices, procedures, methodologies or methods of
Enbridge Partners or any of its subsidiaries or their internal control over
financial reporting, including any complaint, allegation, assertion or claim
that Enbridge Partners or any of its subsidiaries has engaged in questionable
accounting or auditing practices. 
Enbridge Partners has implemented and maintains a system of internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) sufficient to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP, including, without limitation,
that (i) transactions are executed in accordance with management’s general
or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in 


 


8

















 


conformity
with GAAP and to maintain asset accountability, (iii) access to assets is
permitted only in accordance with management’s general or specific
authorization, and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. 
Since January 1, 2008, there have not been any changes in Enbridge
Partners’ internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, Enbridge Partners
internal controls over financial reporting. 
All significant deficiencies and material weaknesses in the design or
operation of Enbridge Partners’ internal control over financial reporting that
are reasonably likely to adversely affect Enbridge Partners’ ability to record,
process, summarize and report financial information have been disclosed to
Enbridge Partners’ outside auditors and to the appropriate audit
committee.  There has not been any fraud,
whether or not material, that involves (x) management or other employees
who have a significant role in Enbridge Partners’ internal control over
financial reporting and (y) the applicable provisions of SOX.


 


(c)           The
historical financial statements, together with related schedules and notes,
included in the Enbridge Partners SEC Documents (and any amendment or
supplement thereto) (the “Enbridge Financial Statements”), present
fairly the consolidated financial position, results of operations and changes
in financial position of Enbridge Partners on the basis stated in the Enbridge
Partners SEC Documents at the respective dates or for the respective periods to
which they apply; such statements and related schedules and notes comply as to
form in all material respects with the applicable accounting requirements of
the Securities Act and the Exchange Act, and have been prepared in accordance
with GAAP consistently applied throughout the periods involved, except as
disclosed therein; and the other summary and selected financial and statistical
information and data included in the Enbridge Partners SEC Documents (and any
amendment or supplement thereto) are accurately presented and prepared on a
basis consistent with such financial statements and the books and records of
Enbridge Partners.  There are no
financial statements (historical or pro forma) that are required to be included
in the Enbridge Partners SEC Documents that are not included as required; and
Enbridge Partners and the Operating Subsidiaries do not have any material
liabilities or obligations, direct or contingent (including any off-balance
sheet obligations) that are not disclosed in the Enbridge Partners SEC
Documents.


 


(d)           The
accountants, PricewaterhouseCoopers LLP, who have certified the financial
statements included in the Enbridge Partners SEC Documents (or any amendment or
supplement thereto), are an independent registered public accounting firm
within the meaning of the Exchange Act.


 


Section 3.04          No Enbridge Partners Material
Adverse Change.  Since January 1,
2008, Enbridge Partners has conducted its businesses in the ordinary course,
consistent with past practice, and there has been no (a) change, event,
occurrence, effect, fact, circumstance or condition that has had or would be
reasonably likely to have an Enbridge Material Adverse Effect, (b) acquisition
or disposition of any material asset by Enbridge Partners or any contract or
arrangement therefor, otherwise than for fair value in the ordinary course of
business, (c) material change in Enbridge Partners’ accounting principles,
practices or methods or (d) except for the automatic increase in the
number of I-Units and Class C Units outstanding in connection with the
regular cash distribution by Enbridge Partners on its Common Units for the
third quarter of 2008, issuance of any securities or incurrence of material
indebtedness by Enbridge Partners; 


 


9

















 


except, in the case of each of clauses (a), (b), (c) and
(d), as set forth in or contemplated by the Enbridge Partners SEC Documents
filed with the Commission on or prior to the date hereof or the Confidential
Information Memorandum.


 


Section 3.05          No Conflicts.  Neither the offer, sale or delivery of the
Purchased Units to EECI, the execution, delivery or performance by Enbridge
Partners of this Agreement, compliance by Enbridge Partners with the provisions
hereof, nor consummation by Enbridge Partners of the transactions contemplated
hereby constitutes a breach of, or a default under, the Partnership Agreement
or any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or other agreement or instrument to which any of the Companies is a
party or by which any of them may be bound or to which any of their respective
properties is subject, nor will any such action result in any violation of any
existing Law (assuming compliance with the Securities Act and applicable
securities and Blue Sky Laws of any other jurisdiction) to which Enbridge Partners
or its properties are subject, excluding in each case any breaches, defaults or
violations that, individually or in the aggregate, would not have an Enbridge
Material Adverse Effect.


 


Section 3.06          Authority.  Enbridge Partners has all requisite limited partnership
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  The
execution and delivery of, and the performance by Enbridge Partners of its
obligations under this Agreement has been duly and validly authorized by
Enbridge Partners, and this Agreement have been duly executed and delivered by
Enbridge Partners and constitutes the legal, valid and binding obligation of
Enbridge Partners, enforceable against Enbridge Partners in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer and similar laws affecting creditors’ rights generally or
by general principles of equity.  No
approval from the holders of Common Units or I-Units is required by any law, rule or
regulation (including, without limitation, the rules of the NYSE) in
connection with Enbridge Partners’ issuance and sale of the Purchased Units to
EECI pursuant to this Agreement.


 


Section 3.07          Investment Company Status.  None of Enbridge Partners or the Operating
Subsidiaries is (or will be after giving effect to the transactions
contemplated hereby) an “investment company” as that term is defined in the
Investment Company Act, or required to register as an “investment company” under
the Investment Company Act.


 


Section 3.08          Certain Fees.  No fees or commissions are or will be payable
by Enbridge Partners to brokers, finders, or investment bankers with respect to
the sale of any of the Purchased Units to EECI or the consummation of the
transactions contemplated by this Agreement for which EECI could be liable
(other than as a result of its status as general partner of Enbridge
Partners).  Enbridge Partners agrees that
it will indemnify and hold harmless EECI from and against any and all claims,
demands, or liabilities for broker’s, finder’s, placement or other similar fees
or commissions arising through Enbridge Partners or alleged to have arisen
through Enbridge Partners in connection with the sale of the Purchased Units to
EECI or the consummation of the transactions contemplated by this Agreement.


 


Section 3.09          Securities Act of 1933.  Enbridge Partners has complied and will
comply with all applicable federal and state securities laws in connection with
the offer, issuance and 


 


10

















 


sale of the Class A Common Units to EECI.  Neither Enbridge Partners nor anyone acting
on its behalf has or will sell, offer to sell or solicit offers to buy Class A
Common Units, or solicit offers with respect thereto from, or enter into any
preliminary conversations or negotiations relating thereto with, any Person, so
as to bring the issuance and sale of Class A Common Units to EECI pursuant
to this Agreement under the registration provisions of the Securities Act and
applicable state securities laws.


 


ARTICLE IV.


REPRESENTATIONS AND
WARRANTIES OF EECI


 


EECI represents and warrants
to Enbridge Partners that:


 


Section 4.01          Existence.  EECI (a) is duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and (b) has
all requisite corporate power and authority, and has all governmental licenses,
authorizations, consents and approvals to execute and deliver this Agreement
and to consummate the transactions contemplated hereby.


 


Section 4.02          No Conflicts.  The execution, delivery and performance by
EECI of this Agreement and compliance by EECI with the terms and provisions
hereof, and the purchase of the Purchased Units by EECI do not and will not
constitute a breach of, or a default under, the certificate of incorporation or
bylaws of EECI, or any contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or other agreement or instrument to which EECI is
a party or by which it may be bound or to which its properties is subject, nor
will any such action result in any violation of any existing Law (assuming
compliance with the Securities Act and applicable securities and Blue Sky Laws
of any other jurisdiction) to which EECI or its property is subject, excluding
in each case any breaches, defaults or violations which, individually or in the
aggregate, would not have an EECI Material Adverse Effect.


 


Section 4.03          Certain Fees.  No fees or commissions for which Enbridge
Partners could be liable are or will be payable by EECI to brokers, finders, or
investment bankers with respect to the purchase of any of the Purchased Units
or the consummation of the transactions contemplated by this Agreement.  EECI agrees that it will indemnify and hold
harmless Enbridge Partners from and against any and all claims, demands, or
liabilities for broker’s, finder’s placement or other similar fees or
commissions arising through EECI or alleged to have arisen through EECI in
connection with the purchase of the Purchased Units or the consummation of the
transactions contemplated by this Agreement.


 


Section 4.04          Unregistered Securities.


 


(a)           Investment.  The Purchased Units are being acquired for
EECI’s own account and with no intention of distributing the Purchased Units or
any part thereof, and EECI has no present intention of selling or granting any
participation in or otherwise distributing the same in any transaction in
violation of the Securities Act or the securities or Blue Sky Laws of any other
jurisdiction.  If EECI should in the
future decide to dispose of any of the Purchased Units, EECI understands and
hereby agrees that it may do so only in compliance with the Securities Act and
applicable securities and Blue Sky Laws of any other jurisdiction, as then in
effect, which may 


 


11

















 


include a
sale contemplated by any registration statement pursuant to which the Purchased
Units are being offered.


 


(b)           Nature
of EECI.  EECI represents and
warrants to Enbridge Partners that (i) it is an “accredited investor”
within (A) the meaning of Rule 501 of Regulation D promulgated by the
Commission pursuant to the Securities Act and (B) the meaning of National
Instrument 45-106 — Prospectus and Registration Exemptions and (ii) by
reason of its business and financial experience it has such knowledge,
sophistication and experience in making similar investments and in business and
financial matters generally so as to be capable of evaluating the merits and
risks of the prospective investment in the Purchased Units, is able to bear the
economic risk of such investment and, at the present time, would be able to
afford a complete loss of such investment.


 


(c)           Receipt
of Information; Authorization.  EECI
acknowledges that it has (i) had access to the Enbridge Partners SEC
Documents and the Confidential Information Memorandum and (ii) been
provided a reasonable opportunity to ask questions of and receive answers from
Representatives of Enbridge Partners regarding such matters sufficient to
enable EECI to evaluate the risks and merits of purchasing the Purchased Units
and consummating the transactions contemplated by this Agreement.


 


(d)           Legend.  It is understood that any certificates
evidencing the Purchased Units will bear the following legend:


 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THEY MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER
SUCH ACT WITH RESPECT TO THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY
TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 OF SUCH ACT.  THESE
SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENBRIDGE ENERGY
PARTNERS, L.P., AS AMENDED, COPIES OF WHICH MAY BE OBTAINED FROM THE
PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICE.”


 


ARTICLE V.


MISCELLANEOUS


 


Section 5.01          Use of Proceeds.  Enbridge Partners shall use the net proceeds
it receives from the sale of Class A Common Units (together with the
General Partner’s related 2% capital contribution) to repay a portion of its
outstanding commercial paper and credit facility borrowings and to finance a
portion of its capital expansion program relating to the expansion of its core
liquids and natural gas systems.  A
portion of such net proceeds may be invested in short term investment grade
securities pending the use of such net proceeds for Enbridge Partners’ capital
expansion program.


 


12
















 


Section 5.02          Interpretation; Severability.  Article, Section, Schedule, and Exhibit references
are to this Agreement, unless otherwise specified. All references to
instruments, documents, contracts, and agreements are references to such
instruments, documents, contracts, and agreements as the same may be amended,
supplemented, and otherwise modified from time to time, unless otherwise
specified. The word “including” shall mean “including but not limited to.”
Whenever any party has an obligation under this Agreement, the expense of
complying with that obligation shall be an expense of such party unless
otherwise specified.  If any provision of
this Agreement is held to be illegal, invalid, not binding, or unenforceable,
such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid, not binding, or unenforceable
provision had never comprised a part of this Agreement, and the remaining
provisions shall remain in full force and effect.


 


Section 5.03          Survival of Representations and
Warranties.  The representations and
warranties set forth in Sections 3.01, 3.02, 3.08, 4.01, 4.03 and 4.04
hereunder shall survive the execution and delivery of this Agreement
indefinitely.  The remainder of the
representations or warranties set forth in this Agreement shall survive the
execution and delivery of this Agreement for a period of one year following the
Closing Date.  The covenants made in this
Agreement shall survive the Closing and remain operative and in full force and
effect regardless of acceptance of any of the Purchased Units by EECI and
payment therefor and repayment, conversion, exercise or repurchase thereof.


 


Section 5.04          Waivers; Remedies; Amendments.


 


(a)           No
Waiver; Remedies Cumulative.  No
failure or delay on the part of any party in exercising any right, power, or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, or remedy preclude any other or
further exercise thereof or the exercise of any other right, power, or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to a party at law or in equity or otherwise.


 


(b)           Amendments
and Modifications.  No amendment,
waiver, consent, modification or termination of any provision of this Agreement
shall be effective unless signed by each of the parties hereto affected by such
amendment, waiver, consent, modification or termination.  Any amendment, supplement or modification of
or to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure by any party hereto from the terms
of any provision of this Agreement shall be effective only in the specific
instance and for the specific purpose for which made or given.  Except where notice is specifically required
by this Agreement, no notice to or demand on any party hereto in any case shall
entitle any party hereto to any other or further notice or demand in similar or
other circumstances.


 


Section 5.05          Binding Effect; Assignment.


 


(a)           Binding
Effect.  This Agreement shall be
binding upon Enbridge Partners, EECI, and their respective successors and
permitted assigns. Except as expressly provided in this Agreement, this
Agreement shall not be construed so as to confer any right or benefit upon any
Person other than the parties to this Agreement and their respective successors
and permitted assigns.


 


13

















 


(b)           Assignment
of Rights.  All or any portion of the
rights and obligations of EECI under this Agreement may be transferred to any
Affiliate of EECI but may not otherwise be transferred by EECI without the
prior written consent of Enbridge Partners, which consent will not be
unreasonably withheld.


 


Section 5.06          Communications.  All notices and demands provided for
hereunder shall be in writing and shall be given by registered or certified
mail, return receipt requested, telecopy, air courier guaranteeing overnight
delivery or personal delivery to the following addresses:


 


(a)           If
to EECI:


 


Enbridge Energy Company, Inc.

1100 Louisiana, Suite 3300

Houston, Texas  77002

Attention:  E. Chris Kaitson

Facsimile:  (713) 821-2229


 


with a copy (which shall not constitute
notice) to:


 


Vinson & Elkins L.L.P.

1001 Fannin Street

2500 First City Tower

Houston, Texas  77002

Attention:  William N. Finnegan IV

Facsimile:  (713) 615-5058


 


(b)           If
to Enbridge Partners:


 


Enbridge Partners, L.P.

1100 Louisiana, Suite 3300

Houston, Texas  77002

Attention:  E. Chris Kaitson

Facsimile:  (713) 821-2229


 


with a copy (which shall not constitute
notice) to:


 


Vinson & Elkins L.L.P.

1001 Fannin Street

2500 First City Tower

Houston, Texas  77002

Attention:  William N. Finnegan IV

Facsimile:  (713) 615-5058


 


or to such other address as Enbridge Partners or EECI may designate in
writing. All notices and communications shall be deemed to have been duly given
at the time delivered by hand, if personally delivered; upon actual receipt if
sent by certified mail, return receipt requested, or regular mail, if mailed;
when receipt acknowledged, if sent via facsimile; and upon actual receipt when
delivered to an air courier guaranteeing overnight delivery.


 


14

















 


Section 5.07          Entire Agreement.  This Agreement and the other agreements and
documents referred to herein are intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein or
therein with respect to the rights granted by Enbridge Partners or any of its
Affiliates or EECI or any of its Affiliates set forth herein or therein.  This Agreement and the other agreements and
documents referred to herein supersede all prior agreements and understandings
between the parties with respect to such subject matter.


 


Section 5.08          Governing Law.  This Agreement will be construed in
accordance with and governed by the laws of the State of Delaware without
regard to principles of conflicts of laws.


 


Section 5.09          Execution in Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but
one and the same Agreement.


 


Section 5.10          Termination  In the event that any of the conditions to a
party’s obligation to close specified in Section 2.03 is not satisfied at
or prior to the Closing Date, such party may terminate this Agreement.  In the event of any such termination of this
Agreement, this Agreement shall forthwith become null and void.  In the event of such termination, there shall
be no liability on the part of any party hereto; provided that nothing herein
shall relieve any party from any liability or obligation with respect to any
willful breach of this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 


15

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on the date first set
forth.


 


	
   

  	
  ENBRIDGE ENERGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Enbridge Energy Management, L.L.C.,

  
	
   

  	
   

  	
  as delegate of Enbridge Energy
  Company, Inc.,

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Maki

  
	
   

  	
   

  	
  Name: Mark A. Maki

  
	
   

  	
   

  	
  Title: Vice President—Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ENBRIDGE ENERGY COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Monaco

  
	
   

  	
   

  	
  Name: Al Monaco

  
	
   

  	
   

  	
  Title: Executive Vice President—Major
  Projects

  



 


[Signature
Page to Purchase Agreement]


 

















 


SCHEDULE
2.05


 


Enbridge Energy Partners, L.P.

Bank of America

100 West 33rd Street

New York, New York  10001

ACCT 5800233826

ABA 026009593

BOFAUS3N


 


Schedule
2.05


 

















 


SCHEDULE
3.01


 


OPERATING
SUBSIDIARIES


 


Wholly Owned Subsidiaries


 


	
  Entity

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Percentage

  Owned

  
	
  Dufour
  Petroleum, L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Energy, Limited Partnership

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  G&P (North Texas) L.P.

  	
   

  	
  Texas

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Gathering (North Texas) L.P.

  	
   

  	
  Texas

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Gathering (Texarkana) L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Holdings (Texas Systems) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Marketing (East Texas) L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Marketing (North Texas) L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Marketing (U.S.) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Marketing (U.S.) L.P.

  	
   

  	
  Texas

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Midcoast Energy, L.P.

  	
   

  	
  Texas

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Midcoast Holdings, L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Midcoast Limited Holdings, L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Offshore Pipelines (Seacrest) L.P.

  	
   

  	
  Texas

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Offshore Pipelines (UTOS) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Partners Risk Management, L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Alabama Gathering) L.L.C.

  	
   

  	
  Alabama

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Alabama Intrastate) L.L.C.

  	
   

  	
  Alabama

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (AlaTenn) L.L.C.

  	
   

  	
  Alabama

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Bamagas Intrastate) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (East Texas) L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Lakehead) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Louisiana Intrastate) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  



 


Schedule
3.01


 

















 


	
  Entity

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Percentage

  Owned

  
	
  Enbridge
  Pipelines (Louisiana Liquids) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Midla) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (NE Texas) L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (NE Texas Liquids) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (North Dakota) LLC

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (North Texas) L.P.

  	
   

  	
  Texas

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Ozark) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (SIGCO Intrastate) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Tennessee River) L.L.C.

  	
   

  	
  Alabama

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Texas Gathering) L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Texas Intrastate) L.P.

  	
   

  	
  Texas

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Processing (Mississippi) L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H&W
  Pipeline, L.L.C.

  	
   

  	
  Alabama

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid
  Louisiana Gas Transmission, L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Midcoast
  Holdings No. One, L.L.C.

  	
   

  	
  Delaware

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nugget
  Drilling Corporation

  	
   

  	
  Minnesota

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tri-State
  Holdings, LLC

  	
   

  	
  Michigan

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Pipelines (Wisconsin) Inc.

  	
   

  	
  Wisconsin

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enbridge
  Liquids Marketing (North Texas) L.P.

  	
   

  	
  Delaware

  	
   

  	
  100%

  



 


Schedule
3.01 - 2