CONTRIBUTION AGREEMENT


 Exhibit 10.2 
 Execution Version 
  

 
  

CONTRIBUTION AGREEMENT 
 BY AND AMONG 
 ENBRIDGE ENERGY COMPANY, INC., 

ENBRIDGE PIPELINES (EASTERN ACCESS) L.L.C. 
 ENBRIDGE ENERGY, LIMITED PARTNERSHIP, 
 ENBRIDGE ENERGY PARTNERS, L.P.,

 AND 
 ENBRIDGE PIPELINES (LAKEHEAD) L.L.C. 
  

 
  

May 17, 2012 






 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
		 	 Section 1.1
	  	Definitions	  	 	1	  
		
	 ARTICLE II CONTRIBUTIONS AT CLOSING AND OTHER CLOSING TRANSACTIONS
	  	 	3	  
		 	 Section 2.1
	  	Partnership Agreement and Initial Series EA Capital Contributions	  	 	3	  
		 	 Section 2.2
	  	Repayment of Certain Series EA Liabilities	  	 	4	  
		
	 ARTICLE III COVENANTS AND CLOSING CONDITIONS
	  	 	4	  
		 	 Section 3.1
	  	Covenants of the Parties	  	 	4	  
		 	 Section 3.2
	  	Closing Conditions of the EEP Parties	  	 	5	  
		 	 Section 3.3
	  	Closing Conditions of the EECI Parties	  	 	5	  
		
	 ARTICLE IV CLOSING AND TERMINATION
	  	 	6	  
		 	 Section 4.1
	  	Closing	  	 	6	  
		 	 Section 4.2
	  	The EEP Parties’ Closing Obligations	  	 	6	  
		 	 Section 4.3
	  	EECI Parties’ Closing Obligations	  	 	7	  
		 	 Section 4.4
	  	Termination of Agreement	  	 	7	  
		 	 Section 4.5
	  	Procedure Upon and Effect of Termination	  	 	7	  
		
	 ARTICLE V LIMITATIONS
	  	 	8	  
		 	 Section 5.1
	  	Disclaimer of Warranties and Representations	  	 	8	  
		 	 Section 5.2
	  	Damages	  	 	8	  
		
	 ARTICLE VI MISCELLANEOUS
	  	 	8	  
		 	 Section 6.1
	  	Headings; References; Interpretation	  	 	8	  
		 	 Section 6.2
	  	Successors and Assigns	  	 	9	  
		 	 Section 6.3
	  	Third Party Rights	  	 	9	  
		 	 Section 6.4
	  	Counterparts	  	 	9	  
		 	 Section 6.5
	  	Governing Law	  	 	9	  
		 	 Section 6.6
	  	Severability	  	 	9	  
		 	 Section 6.7
	  	Amendment or Modification	  	 	10	  
		 	 Section 6.8
	  	Waiver of Compliance; Consents	  	 	10	  
		 	 Section 6.9
	  	Notices	  	 	10	  
		 	 Section 6.10
	  	Integration	  	 	11	  
		
	 Exhibits:
	  			
			
	 Exhibit A
	  	-    Form of Amended and Restated Partnership Agreement	  			


  
 i 







 CONTRIBUTION AGREEMENT 

This Contribution Agreement, dated May 17, 2012 (this “Agreement”), is entered into by and among
Enbridge Energy Company, Inc., a Delaware corporation (“EECI”), Enbridge Pipelines (Eastern Access) L.L.C., a Delaware limited liability company (“EECI EA Sub”), Enbridge Energy, Limited Partnership, a Delaware
limited partnership (the “Partnership”), Enbridge Energy Partners, L.P., a Delaware limited partnership (“Enbridge Partners”) and Enbridge Pipelines (Lakehead) L.L.C., a Delaware limited liability company
(“Lakehead GP”). The parties to this Agreement are each sometimes referred to as a “Party” and collectively as the “Parties.” 
 RECITALS 
 WHEREAS, the Parties wish to jointly fund, construct and operate
the Eastern Access Project (as defined below) while preserving the regulatory benefits associated with leaving the legal title to, and direct ownership of, the associated assets embedded within the Partnership. 

NOW, THEREFORE, in consideration of the mutual undertakings and agreements set forth below and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 
 ARTICLE I 

DEFINITIONS 
 Section 1.1 Definitions. The following capitalized terms shall have the meanings given below. All references to dollar amounts refer to United States
dollars. 
 “Affiliate” has the meaning assigned to such term in the Amended and
Restated Partnership Agreement. 
 “Agreement” has the meaning assigned to such term in the
preamble to this Agreement. 
 “Amended and Restated Partnership Agreement” means the form of
Fourth Amended and Restated Agreement of Limited Partnership of the Partnership attached to this Agreement as Exhibit A, which agreement shall become effective in accordance with its terms upon the execution by all of the Parties thereto at
the Closing as provided in Article II. 
 “Board” means the Board of Directors of EEM.

 “Capital Contribution” has the meaning assigned to such term in the Amended and Restated
Partnership Agreement. 
 “Closing” means the consummation of the transactions contemplated by
Article II on the Closing Date. 
 “Closing Date” means May 17, 2012, unless otherwise
agreed to in writing by the Parties. 






 “Eastern Access Project” has the meaning assigned to such
term in the Amended and Restated Partnership Agreement. 
 “EECI” has the meaning assigned to
such term in the preamble to this Agreement. 
 “EECI Parties” means EECI and EECI EA Sub.

 “EECI AC Sub” means Enbridge Pipelines (Alberta Clipper) L.L.C., a Delaware limited
liability company. 
 “EECI EA Sub” has the meaning assigned to such term in the preamble to
this Agreement. 
 “EEM” means Enbridge Energy Management, L.L.C., a Delaware limited liability
company. 
 “EEP Parties” means Enbridge Partners, the Partnership and Lakehead GP. 

“Enbridge Partners” has the meaning assigned to such term in the preamble to this Agreement. 

“General Partner Interest” has the meaning assigned to such term in the Amended and Restated Partnership
Agreement. 
 “Governmental Authority” means any executive, legislative, judicial, regulatory
or administrative agency, body, commission, department, board, court, tribunal, arbitrating body or authority of the United States or any foreign country, or any state, local or other governmental subdivision thereof. 

“Initial Series EA Capital Contribution” has the meaning assigned to such term in the Amended and
Restated Partnership Agreement. 
 “Intercompany Preliminary EA Construction Cost Payable” has
the meaning assigned to such term in the Amended and Restated Partnership Agreement. 
 “Lakehead
GP” has the meaning assigned to such term in the preamble to this Agreement. 
 “Law”
means any statute, law, treaty, rule, code, ordinance, requirement, regulation, permit or certificate of any Governmental Authority, any interpretation of any of the foregoing by any Governmental Authority, or any binding judgment, decision, decree,
injunction, writ, order or like action of any court, arbitrator or other Governmental Authority. 

“Limited Partner Interest” has the meaning assigned to such term in the Amended and Restated Partnership
Agreement. 
 “Material Adverse Effect” means (i) a single event, occurrence or fact that,
alone or together with all other events, occurrences or facts, would reasonably be expected to result in a material adverse effect on the business, operations, assets, liabilities, financial condition, results


  
 2 







 
of operation or prospects of the Partnership as a whole or the Eastern Access Project separately, other than changes in general economic, political or business conditions that affect the
Partnership in a manner similar to its competitors or (ii) any condition or occurrence that has materially impaired or would reasonably be expected to materially impair the ability of the EEP Parties to consummate the Transactions or perform
their respective obligations under the Transaction Documents. 
 “Order” means any order,
injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority. 

“Parties” has the meaning assigned to such term in the preamble to this Agreement. 

“Partnership” has the meaning assigned to such term in the preamble to this Agreement. 

“Preliminary Eastern Access Construction Costs” has the meaning assigned to such term in the Amended and
Restated Partnership Agreement. 
 “Series EA” has the meaning assigned to such term in the
Amended and Restated Partnership Agreement. 
 “Series EA Liabilities” has the meaning assigned
to such term in the Amended and Restated Partnership Agreement. 
 “Special Committee” means
the committee of the Board, comprised solely of independent directors of the Board, that was created by resolution of the Board on October 28, 2011. 
 “Transaction Documents” means, collectively, this Agreement, the Amended and Restated Partnership Agreement and any other agreements, documents and instruments to be delivered by the
Parties pursuant to Article IV. 
 “Transactions” means the transactions described in Article
II. 
 “Wisconsin GP” means Enbridge Pipelines (Wisconsin) Inc., a Wisconsin corporation.

 ARTICLE II 
 CONTRIBUTIONS AT CLOSING AND OTHER CLOSING TRANSACTIONS 

Section 2.1 Partnership Agreement and Initial Series EA Capital Contributions. At the
Closing, and subject to the terms and conditions of this Agreement, the Parties hereby agree and undertake as follows: 
 (a) Each of Enbridge Partners, Lakehead GP, Wisconsin GP, EECI, EECI AC Sub and EECI EA Sub will execute and deliver the Amended and Restated Partnership Agreement; 

(b) Enbridge Partners will contribute, as its Initial Series EA Capital Contribution, immediately
available U.S. dollars to the Partnership with respect to the Series EA in an amount equal to 39.9995% of the Preliminary Eastern Access 

  
 3 







 
Construction Costs. In exchange for such Initial Series EA Capital Contribution, the Partnership will issue to Enbridge Partners a 39.9995% Limited Partner Interest in the Series EA; 

(c) Lakehead GP will contribute, as its Initial Series EA Capital Contribution, immediately available U.S.
dollars to the Partnership with respect to the Series EA in an amount equal to 0.0005% of the Preliminary Eastern Access Construction Costs. In exchange for such Initial Series EA Capital Contribution, the Partnership will issue to Lakehead GP a
0.0005% General Partner Interest in the Series EA; 
 (d) EECI will contribute, as its Initial
Series EA Capital Contribution, immediately available U.S. dollars to the Partnership with respect to the Series EA in an amount equal to 59.99% of the Preliminary Eastern Access Construction Costs. In exchange for such Initial Series EA Capital
Contribution, the Partnership will issue to EECI a 59.99% Limited Partner Interest in the Series EA; and 
 (e) EECI EA Sub will contribute, as its Initial Series EA Capital Contribution, immediately available U.S. dollars to the Partnership with respect to the Series EA in an amount equal to 0.01% of the
Preliminary Eastern Access Construction Costs. In exchange for such Initial Series EA Capital Contribution, the Partnership will issue to EECI EA Sub a 0.01% Limited Partner Interest in the Series EA. 

Section 2.2 Repayment of Certain Series EA Liabilities. Immediately following the
Transactions described in Section 2.1 and subject to the other terms and conditions of this Agreement, the Series EA will use the immediately available U.S. dollars contributed by EECI, EECI EA Sub, Enbridge Partners and Lakehead GP to repay in
full the Intercompany Preliminary EA Construction Cost Payable. 
 ARTICLE III 

COVENANTS AND CLOSING CONDITIONS 
 Section 3.1 Covenants of the Parties. Each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Transactions on the Closing Date, including using their reasonable best efforts to satisfy the conditions to Closing set forth in
this Article III. Each of the Parties will furnish to the other Parties such necessary information and reasonable assistance as such other Parties may reasonably request in connection with the foregoing obligations. 

  
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 Section 3.2 Closing Conditions of the EEP Parties. The
obligation of the EEP Parties to consummate the Transactions is subject, at the option of the EEP Parties, to the satisfaction at or prior to the Closing of all of the following conditions: 

(a) Transaction Documents. The EECI Parties shall have executed and delivered (or caused to be
executed and delivered) all Transaction Documents that the EECI Parties are required to execute and deliver to the EEP Parties under Section 4.3; 

(b) No Action. No action, proceeding or litigation (excluding any action, proceeding or litigation
initiated by the EEP Parties or any of their respective Affiliates) shall be pending or threatened before any Governmental Authority seeking to enjoin or restrain the consummation of the Transactions or recover damages from any EEP Party or any
Affiliate of an EEP Party resulting therefrom; 
 (c) No Existing Order. No Order shall
have been entered and be in effect, and no Law shall have been promulgated or enacted and be in effect, that restrains, enjoins or invalidates this Agreement or the consummation of the Transactions; 

(d) Consents. All consents, licenses and approvals from all third parties or Governmental
Authorities (other than such consents, licenses and approvals the failure of which to obtain or with which to comply would not reasonably be expected to have a Material Adverse Effect with respect to the EEP Parties or a material adverse effect with
respect to the EECI Parties) that are necessary or appropriate for the EECI Parties or the EEP Parties to consummate the Transactions shall have been obtained; 

(e) Special Committee Approval. The Special Committee shall not have withdrawn or qualified its
approval of this Agreement and the Transactions; and 
 (f) Contributions. The Partnership
in respect of the Series EA shall have received the Capital Contributions from EECI and EECI EA Sub as described in Section 2.1. 
 Section 3.3 Closing Conditions of the EECI Parties. The obligation of the EECI Parties to consummate the Transactions is subject, at the option of the EECI Parties, to the satisfaction
at or prior to the Closing of all of the following conditions: 
 (a) Transaction
Documents. The EEP Parties shall have executed and delivered (or caused to be executed and delivered) all Transaction Documents that the EEP Parties are required to execute and deliver to the EECI Parties under Section 4.2; 

(b) No Action. No action, proceeding or litigation (excluding any action, proceeding or litigation
initiated by the EECI Parties or any of their respective Affiliates) shall be pending or threatened before any Governmental Authority seeking to enjoin or restrain the consummation of the Closing or recover damages from any EECI Party or any
Affiliate of an EECI Party resulting therefrom; 

  
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 (c) No Existing Order. No
Order shall have been entered and be in effect, and no Law shall have been promulgated or enacted and be in effect, that restrains, enjoins or invalidates this Agreement or the consummation of the Transactions; 

(d) Consents. All consents, licenses and approvals from all third parties or Governmental
Authorities (other than such consents, licenses and approvals the failure of which to obtain or with which to comply would not reasonably be expected to have a Material Adverse Effect with respect to the EEP Parties or a material adverse effect with
respect to the EECI Parties) that are necessary or appropriate for the EECI Parties or the EEP Parties to consummate the Transactions shall have been obtained; 

(e) No Material Adverse Effect. There shall have been no Material Adverse Effect since the date of
this Agreement; 
 (f) Special Committee Approval. The Special Committee shall not have
withdrawn or qualified its approval of this Agreement and the Transactions; and 
 (g)
Contributions. The Partnership in respect of the Series EA shall have received the Capital Contributions from Enbridge Partners and Lakehead GP, as described in Section 2.1. 

ARTICLE IV 

CLOSING AND TERMINATION 
 Section 4.1 Closing. Subject to the satisfaction of the conditions set forth in Sections 3.2 and 3.3 (or waiver thereof by the party entitled to the benefit thereof), the Closing shall
be held on the Closing Date at 10:00 a.m., local time, at the office of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas, or at such other time or place as the Parties may otherwise agree in writing. For all intents and
purposes, the Closing shall be deemed effective at 12:01 a.m. on the Closing Date. 
 Section 4.2 The
EEP Parties’ Closing Obligations. At Closing, Enbridge Partners shall deliver, or cause to be delivered, to the EECI Parties, the other EEP Parties or to the Partnership in respect of Series EA, as applicable, the following: 

(a) the Amended and Restated Partnership Agreement, duly executed by each of Enbridge Partners, Lakehead
GP and Wisconsin GP evidencing, among other things, the issuance of (i) a 0.0005% General Partner Interest in the Series EA to Lakehead GP, (ii) a 39.9995% Limited Partner Interest in the Series EA to Enbridge Partners, (iii) a 59.99%
Limited Partner Interest in the Series EA to EECI and (v) a 0.01% Limited Partner Interest in the Series EA to EECI EA Sub; 
 (b) immediately available U.S. dollars in an amount equal to 40% of the Preliminary Eastern Access Construction Costs (of which 0.0005% shall be delivered on behalf of Lakehead GP); and 

  
 6 







 (c) any other agreements, instruments and documents that are
otherwise necessary and appropriate to consummate the Transactions that may be reasonably requested by the EECI Parties. 
 Section 4.3 EECI Parties’ Closing Obligations. At Closing, EECI shall deliver, or cause to be delivered, to the EEP Parties or to the Partnership in respect of Series EA, as
applicable, the following: 
 (a) the Amended and Restated Partnership Agreement, duly executed
by EECI, EECI AC Sub and EECI EA Sub; 
 (b) immediately available U.S. dollars in an amount
equal to 60% of the Preliminary Eastern Access Construction Costs (of which 0.01% shall be delivered on behalf of EECI EA Sub); and 
 (c) any other agreements, instruments and documents that are otherwise necessary and appropriate to consummate the Transactions that may be reasonably requested by the EEP Parties. 

Section 4.4 Termination of Agreement. This Agreement may be terminated prior to the Closing only under
the following conditions: 
 (a) at the election of Enbridge Partners (with the prior approval of
the Special Committee) or EECI on or after June 30, 2012, if the Closing shall not have occurred by the close of business on such date, provided, that the terminating Party is not then in material default of any of its obligations
hereunder; 
 (b) by mutual written consent of Enbridge Partners (with the prior approval of the
Special Committee) and EECI; 
 (c) by written notice from (i) EECI to Enbridge Partners
that there has been an event, change, occurrence or circumstance that has had or would reasonably be expected to have a Material Adverse Effect or (ii) Enbridge Partners (with the prior approval of the Special Committee) to EECI that there has
been an event, change, occurrence or circumstance that has had or would reasonably be expected to have a material adverse effect on EECI’s ability to consummate the Transactions; or 

(d) by Enbridge Partners (with the prior approval of the Special Committee) or EECI if there shall be in
effect a final nonappealable Order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions. 

Section 4.5 Procedure Upon and Effect of Termination. In the event of termination of this Agreement
under Section 4.4 other than by the mutual written consent of Enbridge Partners (with the prior approval of the Special Committee) 

  
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and EECI, written notice of termination shall promptly be delivered by the terminating Party to the other Parties. This Agreement shall terminate immediately upon delivery of such notice or upon
such mutual written consent, as applicable, and the Transactions shall be abandoned without liability to, or further action by, any of the Parties; provided, that no such termination shall relieve any Party from liability for any breach of
this Agreement that occurred prior to such termination. 
 ARTICLE V 

LIMITATIONS 
 Section 5.1 Disclaimer of Warranties and Representations. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF
EACH PARTY HERETO THAT NO PARTY IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER TO ANY OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. 
 Section 5.2 Damages. NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY HEREBY AGREES THAT THE RECOVERY BY ANY PARTY HERETO OF
ANY DAMAGES OR OTHER LIABILITIES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH BY THE OTHER PARTY OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL DAMAGES AND/OR LIABILITIES SUFFERED OR INCURRED BY THE
NON-BREACHING PARTY AS A RESULT OF THE BREACH BY THE BREACHING PARTY OF ITS OBLIGATIONS HEREUNDER AND IN NO EVENT SHALL THE BREACHING PARTY BE LIABLE TO THE NON-BREACHING PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES
(INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION) SUFFERED OR INCURRED BY THE NON-BREACHING PARTY AS A RESULT OF THE BREACH BY THE BREACHING PARTY OF ANY OF ITS OBLIGATIONS HEREUNDER. 

ARTICLE VI 

MISCELLANEOUS 
 Section 6.1 Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including,
without limitation, all Exhibits attached to this Agreement, and not to any particular provision of this Agreement. All references herein to Articles, Sections and Exhibits shall, unless the context requires a different construction, be deemed to be
references to the Articles and Sections of this Agreement 

  
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and the Exhibits attached to this Agreement, and all such Exhibits attached to this Agreement are hereby incorporated herein and made a part hereof for all purposes. All singular nouns or
pronouns shall include the plural and vice versa. 
 Section 6.2 Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. The EEP Parties may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
EECI, which consent shall not be unreasonably withheld, conditioned, or delayed. The EECI Parties may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Enbridge Partners (subject to the prior
approval of the Special Committee), which consent shall not be unreasonably withheld, conditioned, or delayed. 

Section 6.3 Third Party Rights. The provisions of this Agreement are intended to bind the Parties as
to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no other person is or is intended to be a third party beneficiary of any of the provisions of
this Agreement. 
 Section 6.4 Counterparts. This
Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same agreement binding on the Parties. 
 Section 6.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Texas applicable to contracts made and to be performed wholly
within such state without giving effect to conflict of law principles thereof. Each of the Parties hereto hereby submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of Texas, Houston Division, or
in the event there is no applicable federal jurisdiction, to the non-exclusive jurisdiction of any state court of competent jurisdiction located in Houston, Texas, for the purposes of all legal proceedings arising out of or relating to this
Agreement. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum. 
 Section 6.6
Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the Laws of any Governmental Authority having jurisdiction over the subject matter hereof, such
contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and
necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement. 

  
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 Section 6.7 Amendment or Modification. This Agreement may
be amended or modified from time to time only by the written agreement of all the Parties; provided that any amendment or modification agreed to by the EEP Parties that would adversely affect any of the EEP Parties (to be determined in the
sole discretion of the general partner of the Partnership generally) shall be subject to the prior approval of the Special Committee. Each such instrument shall be reduced to writing and shall be designated on its face as an Amendment to this
Agreement. 
 Section 6.8 Waiver of Compliance; Consents. Any failure of any of the Parties
to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any waiver granted by any EEP Party that would adversely affect any of the EEP
Parties (to be determined in the sole discretion of the general partner of the Partnership generally) shall be subject to the prior approval of the Special Committee. 

Section 6.9 Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by facsimile transmission, or mailed by a nationally recognized overnight courier or registered or certified mail (return receipt requested), postage prepaid, to the Parties at the following addresses:

 If to the EECI Parties, to: 

Enbridge Inc. 
 3000 Fifth Avenue Place 
 425 – 1st Street S.W. 

Calgary, Alberta 
 T2P 3L8 Canada 
 Attention: Executive Vice President and Chief
Legal Officer 
 Facsimile: 403-231-3920 

If to the EEP Parties, to: 
 Enbridge Energy Partners, L.P. 
 1100 Louisiana Street, Suite 3300

 Houston, Texas 77001 

Attention: Vice President—Law and Deputy General 

Counsel Facsimile: 713-821-2000 

  
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 Section 6.10 Integration. This Agreement and the other
Transaction Documents supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This document and such other Transaction Documents contain the entire understanding of the
Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a
written amendment hereto executed by the Parties after the date of this Agreement. 
 [THE REMAINDER OF THIS PAGE IS
INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties as
of the date first above written. 
  

			
	ENBRIDGE ENERGY, LIMITED PARTNERSHIP
		
	By:	 	ENBRIDGE PIPELINES (LAKEHEAD), L.L.C.
		 	its general partner
		
	By:	 	 /s/ MARK A. MAKI

	Name:	 	Mark A. Maki
	Title:	 	President
	
	ENBRIDGE ENERGY PARTNERS, L.P.
		
	By:	 	ENBRIDGE ENERGY MANAGEMENT, L.L.C.,
		 	as delegate of authority of Enbridge Energy Company, Inc., its general partner
		
	By:	 	 /s/ LEON A. ZUPAN

	Name:	 	Leon A. Zupan
	Title:	 	Executive Vice President – Gas Pipelines
	
	ENBRIDGE PIPELINES (LAKEHEAD) L.L.C.
		
	By:	 	 /s/ MARK A. MAKI

	Name:	 	Mark A. Maki
	Title:	 	President
	
	ENBRIDGE ENERGY COMPANY, INC.
		
	By:	 	 /s/ TERRANCE L. MCGILL

	Name:	 	Terrance L. McGill
	Title:	 	President


 Signature Page – Contribution Agreement 

of Enbridge Energy, Limited Partnership 






 
			
	ENBRIDGE PIPELINES (EASTERN ACCESS) L.L.C.
		
	By:	 	 /s/ BRUCE A. STEVENSON

	Name:	 	Bruce A. Stevenson
	Title:	 	Corporate Secretary


 Signature Page – Contribution Agreement 

of Enbridge Energy, Limited Partnership 






 EXHIBIT A 
 FORM OF AMENDED AND RESTATED PARTNERSHIP AGREEMENT 

  
 EXHIBIT A