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