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