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AMENDED OR SUPERSEDED BY A SUBSEQUENT FILING PRIOR TO THE DATE HEREOF, ON THE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