COMMON UNIT PURCHASE AGREEMENT

COMMON UNIT
PURCHASE AGREEMENT

by and among

ENBRIDGE ENERGY PARTNERS, L.P.,

ENBRIDGE ENERGY COMPANY, INC.,

KAYNE ANDERSON MLP INVESTMENT COMPANY,

TORTOISE ENERGY INFRASTRUCTURE CORPORATION,

and

FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND

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Table of Contents

Page

Schedule 2.02 – Purchasers
Schedule IA – List of Operating Subsidiaries of Enbridge
Exhibit A – Form of Opinion of Fulbright & Jaworski L.L.P.
Exhibit B – Form of Opinion of E. Chris Kaitson
Exhibit C – Form of Opinion of Sullivan & Cromwell LLP

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COMMON UNIT PURCHASE AGREEMENT

This COMMON UNIT PURCHASE AGREEMENT, dated as of February 9, 2005 (this “ Agreement ”), is by and among ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (“ Enbridge ”), KAYNE ANDERSON MLP INVESTMENT COMPANY, a Maryland closed-end management investment company (“ KAMIC ”), TORTOISE ENERGY INFRASTRUCTURE CORPORATION (“ Tortoise ”) and FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND (“ Claymore ”) each of KAMIC, Tortoise and Claymore a “ Purchaser ” and collectively, the “ Purchasers ”). In addition, Enbridge Energy Company, Inc., a Delaware corporation, is entering into this Agreement in its individual capacity for purposes of Section 3.02(d) and Section 6.01.

In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt 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 indicated:

“ 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.

“ Anniversary Date ” means the date corresponding to the Closing Date occurring in the third calendar month after the month in which the Closing occurs. Assuming the Closing Date occurs on February 11, 2005, the Anniversary Date will be May 11, 2005.

“ Base Prospectus ” means the prospectus contained in the Registration Statement at the time that the Registration Statement was declared effective or in the form in which it has been most recently filed with the Commission on or prior to the date of this Agreement.

“ Basic Documents ” means, collectively, this Agreement and any and all other agreements or instruments to be executed and delivered to Purchasers by Enbridge or any of its Affiliates hereunder.

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

“ Closing ” has the meaning specified in Section 2.03 .

“ Closing Date ” has the meaning specified in Section 2.03 .

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

“ Common Unit Price ” has the meaning specified in Section 2.07 .

“ Common Units ” means the Class A common units representing limited partner interests in Enbridge.

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

“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act.

“ Delaware LLC Act ” means the Delaware Limited Liability Company Act.

“ Enbridge ” has the meaning set forth in the introductory paragraph of this Agreement.

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

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

“ Enbridge Material Adverse Effect ” means any material and adverse effect on (a) the financial position, results of operation, business or prospects of the Companies and the Operating Subsidiaries (taken as a whole), (b) the ability of the Companies 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 to meet its obligations and to consummate the transactions under any Basic Document.

“ Enbridge Related Parties ” has the meaning specified in Section 5.02 .

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

“ Environmental Laws ” has the meaning specified in Section 3.13 .

“ 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.

“ Final Prospectus ” means the prospectus supplement relating to the Purchased Units and the offering thereof that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time this Agreement is executed and delivered by the parties hereto, together with the Base Prospectus.

“ GAAP ” means the applicable standards of the United States Public Company Accounting Oversight Board in effect from time to time.

“ General Partner ” means Enbridge Energy Company, Inc., a Delaware corporation, in its capacity as the general partner of Enbridge.

“ 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 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 means a Governmental Authority having jurisdiction over Enbridge, the Operating Subsidiaries or any of their respective Properties.

“ Hazardous Materials ” has the meaning specified in Section 3.13 .

“ Indemnified Party ” has the meaning specified in Section 5.03 .

“ Indemnifying Party ” has the meaning specified in Section 5.03 .

“ 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.

“ 1935 Act ” means the Public Utility Holding Company Act of 1935, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“ Non-Disclosure Agreement ” means the each of the non-disclosure agreements (a) between Enbridge and KAMIC dated January 25, 2005, (b) between Enbridge and Tortoise dated January 31, 2005 and (c) between Enbridge and Fiduciary Asset Management, L.L.C., on behalf of Claymore, dated January 31, 2005. The term “Non-Disclosure Agreements means all of such agreements collectively.

“ 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 listed on Schedule IA hereto.

“ Partnership Agreement ” means the Third Amended and Restated Agreement of Limited Partnership of Enbridge dated as of October 17, 2002, as amended.

“ Permits ” means, with respect to Enbridge 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.

“ 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, with respect to a particular Purchaser, the monetary commitment amount set forth opposite such Purchaser’s name under the column entitled “Total Purchase Price” on Schedule 2.02 hereto.

“ Purchased Units ” means, with respect to a particular Purchaser, the number of Common Units (rounded up or down to the nearest whole number) equal to the quotient determined by dividing (a) the Purchase Price for such Purchaser by (b) the Common Unit Price. The number of Purchased Units for each Purchaser is set forth opposite such Purchaser’s name under the column entitled “Units Purchased” set forth on Schedule 2.02 hereto.

“ Purchaser ” and “ Purchasers ” have the respective meanings set forth in the introductory paragraph.

“ Purchaser Material Adverse Effect ” means, with respect to a particular Purchaser, any material and adverse effect on (a) the financial condition, results of operations, business or prospects of such Purchaser; (b) the ability of such Purchaser to carry out its business as such business is conducted as of the date hereof; or (c) the ability of such Purchaser to meet its obligations and to consummate the transactions under any Basic Document to which it is a party.

“ Purchaser Related Parties ” has the meaning specified in Section 5.01 .

“ Registration Statement ” means Enbridge’s registration statement (File No. 333-106660) on Form S-3 filed with the Commission on June 30, 2003, as supplemented or amended prior to the execution of this Agreement.

“ 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.

“ Termination Date ” has the meaning set forth in Section 6.11 .

Section 1.02 Accounting Procedures and Interpretation . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all Enbridge Financial Statements and certificates and reports as to financial matters required to be furnished to the Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II.

AGREEMENT TO SELL AND PURCHASE

Section 2.01 Authorization of Sale of Common Units . Enbridge has authorized the issuance and sale to each Purchaser of the Purchased Units for such Purchaser.

Section 2.02 Sale and Purchase . Upon the terms and subject to the conditions hereof, Enbridge hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees to purchase from Enbridge, the Purchased Units for such Purchaser, and each Purchaser agrees to pay Enbridge the Purchase Price for such Purchased Units. The obligation of each Purchaser hereunder is several and not joint and is independent of the obligation of each other Purchaser, and the failure of, or Enbridge’s waiver of, performance by any Purchaser does not excuse performance by any other Purchaser or by Enbridge.

Section 2.03 Closing . Upon the terms and subject to the conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “ Closing ”) shall take place on February 11, 2005 (the “ Closing Date ”), at the offices of Baker Botts L.L.P., One Shell Plaza, 910 Louisiana, Houston, Texas 77002.

Section 2.04 Conditions to the Closing .

(a)  Mutual Conditions . The respective obligations of each party to consummate the purchase and issuance 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 any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;

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

(iii) The Registration Statement shall be effective and no stop orders suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of Enbridge or any Purchaser, threatened by the Commission.

(b)  Each Purchaser’s Conditions . The respective obligation of each Purchaser to consummate the purchase of its 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 Purchaser in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law):

(i) Enbridge shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Enbridge on or prior to the Closing Date;

(ii) The representations and warranties of Enbridge contained in this Agreement that are qualified by materiality or an Enbridge Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of Enbridge shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) Enbridge shall have delivered, or caused to be delivered, to Purchasers at the Closing, Enbridge’s closing deliveries described in Section 2.05 ; and

(iv) The Purchased Units for all the Purchasers shall have been listed, subject only to official notice of issuance, on the NYSE.

(c)  Enbridge’s Conditions . The obligation of Enbridge to consummate the sale of the Purchased Units to each Purchaser 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 Enbridge in writing, in whole or in part, to the extent permitted by applicable Law):

(i) The representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality or a Purchaser Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of the Purchasers shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations of the Purchasers made as of a specific date shall be required to be true and correct as of such date only); and

(ii) Each Purchaser shall have delivered, or caused to be delivered, to Enbridge at the Closing such Purchaser’s closing deliveries described in Section 2.06 .

Section 2.05 Enbridge Deliveries . At the Closing, upon the terms and subject to the conditions hereof, Enbridge will deliver, or cause to be delivered, to Purchasers:

(a) Copies of the (i) Certificate of Limited Partnership of Enbridge, (ii) the Certificate of Incorporation of the General Partner, (iii) the Certificate of Formation of Enbridge Management and (iv) the Certificate of Limited Partnership of the Operating Partnership, each certified by the Secretary of State of the State of Delaware as of a recent date;

(b) Certificates of the Secretary of State of the State of Delaware, dated a recent date, to the effect that Enbridge, the General Partner, Enbridge Management and the Operating Partnership are each in good standing;

(c) A certificate of the Corporate Secretary of Enbridge Management, on behalf of Enbridge, certifying as to (i) the Certificate of Limited Partnership and the Partnership Agreement, (ii) the Certificate of Formation and Amended and Restated Limited Liability Company Agreement of Enbridge Management, (iii) absence of any amendment since January 2, 2002 and May 14, 2002, respectively, to (A) the Certificate of Limited Partnership of Enbridge or (B) the Certificate of Formation of Enbridge Management; absence of any action contemplating any amendment of such documents or action contemplating any merger, consolidation, sale of all or substantially all of the assets or business, liquidation, or dissolution of Enbridge Management or Enbridge, (iv) board resolutions authorizing the execution and delivery of the Basic Documents, and the consummation of the transactions contemplated thereby, (v) its incumbent officers authorized to execute and deliver the Basic Documents, setting forth the name and title and bearing the signatures of such officers and (vi) the Delegation of Control Agreement among Enbridge, Enbridge Management and the General Partner.

(d) A certificate, dated the Closing Date and signed by (x) the Chief Executive Officer and (y) the Chief Financial Officer of Enbridge Management, in their capacities as such, on behalf of Enbridge, the Operating Partnership, the General Partner and Enbridge Management, stating that:

(i) Enbridge has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Enbridge on or prior to the Closing Date;

(ii) The representations and warranties of Enbridge contained in this Agreement that are qualified by materiality or an Enbridge Material Adverse Effect were true and correct when made and are true and correct as of the Closing Date and all other representations and warranties were true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) the Registration Statement and all post-effective amendments thereto were declared effective by the Commission and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of Enbridge, threatened by the Commission;

(iv) they have examined the Registration Statement and the Final Prospectus and nothing has come to their attention that would lead them to believe that either the Registration Statement or the Final Prospectus, or any amendment or supplement thereto as of their respective effective, issue or filing dates, contained, and the Final Prospectus and at such Closing Date, contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(v) since the date the Registration Statement was declared effective, there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement or the Base Prospectus that has not been so set forth; and

(vi) the Purchased Units have been listed on the NYSE, subject only to official notice of issuance;

(e) The Purchased Units, in book-entry form through the facilities of The Depository Trust Company, New York, New York, free and clear of any Liens of any other party;

(f) A certificate executed and delivered to the Purchasers by Enbridge’s transfer agent and registrar certifying (i) that it has been duly appointed and duly authorized to act as transfer agent and registrar for the Purchased Units for all the Purchasers, (ii) to the number of outstanding Common Units as of the date of this Agreement and the Closing Date and (iii) that it has delivered the Purchased Units for all the Purchasers to the Depository Trust Company;

(g) A cross-receipt executed by Enbridge and delivered to Purchasers certifying that it has received each Purchaser’s Purchase Price as of the Closing Date;

(h) An opinion addressed to Purchasers from Fulbright & Jaworski L.L.P., counsel to Enbridge, dated as of the Closing, substantially in the form attached hereto as Exhibit A ;

(i) An opinion addressed to Purchasers from E. Chris Kaitson, Associate General Counsel and Assistant Corporate Secretary to the General Partner, dated as of the Closing, substantially in the form attached hereto as Exhibit B ; and

(j) An opinion addressed to Purchasers from Sullivan & Cromwell LLP, 1935 Act counsel to Enbridge, dated as of the Closing, substantially in the form attached hereto as Exhibit C .

Section 2.06 Purchasers’ Deliveries. At the Closing, upon the terms and subject to the conditions hereof, each Purchaser will deliver, or cause to be delivered, to Enbridge:

(a) Payment to Enbridge of the Purchase Price set forth opposite such Purchaser’s name under the column entitled “Total Purchase Price” on Schedule 2.02 hereto by wire transfer of immediately available funds to an account designated by Enbridge in writing at least two (2) Business Days (or such shorter period as shall be agreeable to all parties hereto) prior to the Closing; and

(b) A cross-receipt executed by such Purchaser and delivered to Enbridge certifying that it has received such Purchaser’s Purchased Units as of the Closing Date.

Section 2.07 Price Per Unit . The amount per Common Unit each Purchaser will pay to Enbridge to purchase the Common Units comprising the Purchased Units (the “ Common Unit Price ”) hereunder shall be $49.875.

Section 2.08 Purchaser Lock-Up . Each Purchaser agrees that from and after Closing it will not sell any of such Purchaser’s Purchased Units prior to the Anniversary Date.

Section 2.09 Additional Covenants .

(a) Between the date hereof and the Closing Date, Enbridge will not file any amendment or supplement to the Registration Statement without first notifying Purchasers.

(b) Enbridge will prepare and file the Final Prospectus reflecting the sale to Purchasers of the Purchased Units and will indicate therein that the use of proceeds is to repay borrowings under its three-year term senior credit facility and Enbridge hereby agrees to apply the proceeds from the Purchased Units as so described under “Use of Proceeds” in the Final Prospectus.

Section 2.10 Independent Nature of Purchasers’ Obligations and Rights . The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Enbridge has elected to provide all Purchasers with the same material terms for the convenience of Enbridge and not because it was required or requested to do so by the Purchasers.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES RELATED TO ENBRIDGE

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

(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 the corporate power and authority to own or lease its properties, to conduct its businesses and to act as a general partner of Enbridge, in each case as described in the Final Prospectus. The General Partner owns all the voting shares of Enbridge Management free and clear of any Lien except for such Liens as are not individually or in the aggregate, material to such interest ownership or as described in the Final Prospectus. The voting shares of Enbridge Management and the common stock, limited liability company interests and partnership interests, as the case may be, of the Operating Subsidiaries have been duly and validly authorized and issued and are fully paid and (except as required to the contrary by the Delaware LLC Act or the Delaware Act) nonassessable. The General Partner is the sole general partner of Enbridge, and the General Partner’s ownership of Enbridge is as set forth in the Final Prospectus under the heading “Prospectus Supplement Summary — Enbridge Partners — Business Description.” Except as described in the Final Prospectus or as set forth in the Partnership Agreement or the Delegation of Control Agreement, dated as of October 17, 2002, among the General Partner, Enbridge Management and Enbridge, the General Partner has delegated all of its power to manage and control the business and affairs of Enbridge 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 full limited liability company power and authority to own or lease its properties and to conduct its business as described in the Final Prospectus.

Section 3.02 Capitalization and Valid Issuance of Purchased Units .

(a) The General Partner is the sole general partner of Enbridge. The equity capitalization of Enbridge as of December 31, 2004 consists of (i) 48,208,884 Common Units, consisting of 44,296,134 Class A Common Units and 3,912,750 Class B common units, all of which Class B common units are owned of record and beneficially owned by the General Partner, (ii) a 2% general partner interest, which is owned of record and beneficially owned by the General Partner, and (c) 10,902,408 i-units, all of which are owned of record and beneficially owned by Enbridge Management. The i-units that are owned by the Enbridge Management, the 2% general partner interest that is owned by the General Partner and the shares representing a voting limited liability company interest in Enbridge Management that are owned by the General Partner are each owned free and clear of any Lien (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Enbridge Management or the General Partner as a debtor is on file in the Office of the Secretary of State of the State of Delaware or (B) in each case other than (x) those created by or arising under the Delaware Act, the Delaware LLC Act or the Delaware General Corporation Law (“ DGCL ”), (y) Liens as are not, individually or in the aggregate, material to such interest ownership or (z) as described in the Final Prospectus. The capitalization of Enbridge Management consists of 10,902,408 shares representing limited liability company interests with limited voting rights and 1.21 shares representing a voting limited liability company interest, which voting limited liability company interest is owned of record and beneficially owned by the General Partner. The securities described in the second and fourth sentences of this paragraph are the only equity securities of Enbridge and Enbridge Management that are issued and outstanding. The Class A Common Units, Class B common units and i-units of Enbridge and the voting shares of Enbridge Management have been duly and validly authorized and issued and are fully paid and nonassessable. The general partner interest in Enbridge has been duly and validly authorized and issued and fully paid.

(b) The Purchased Units for all the Purchasers and the limited partner interests represented thereby are authorized by the Partnership Agreement and, when issued, delivered and paid for in accordance with Section 2.02 hereof, will be validly issued, fully paid and nonassessable (except as such nonassessability may be affected by the matters described under the caption “Summary Description of the Partnership Agreement — Limited Liability” in Amendment No. 3 to Enbridge’s Registration Statement on Form S-1 (Registration No. 33-43425), which is incorporated by reference into Enbridge’s Registration Statement on Form 8-A, dated November 14, 1991, as amended by Amendment No. 1 to Form 8-A on Form 8, dated December 9, 1991, Amendment No. 2 on Form 8-A/A, dated May 2, 1997, Amendment No. 3 on Form 8-A/A, dated August 8, 2001 and Amendment No. 4 on Form 8-A/A, dated May 7, 2003) and free of any preemptive or similar rights (except for the required Capital Contributions (as defined in the Partnership Agreement) to Enbridge to be made by the General Partner pursuant to Section 4.4(c)(ii) of the Partnership Agreement), and Purchaser will acquire such 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 applicable state and federal securities laws and (ii) such Liens as are created by any Purchaser.

(c) Neither Enbridge nor any of its Affiliates has any equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Enbridge unitholders may vote are issued or outstanding. 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 or any of the Operating Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Enbridge or any of the Operating Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Enbridge or any of the Operating Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Enbridge or any of the Operating Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Enbridge or any of the Operating Subsidiaries is a party with respect to the voting of the equity interests of Enbridge or any of the Operating Subsidiaries.

(d) Except for Enbridge Energy Company, Inc., who hereby waives such rights, no holder of any security of Enbridge or any other person has any right to require registration of Common Units or any other interest or other security of Enbridge because of the filing of the Registration Statement or consummation of the transactions contemplated by this Agreement.

Section 3.03 Enbridge SEC Documents and Financial Statements .

(a) Enbridge has timely filed with the Commission all forms, registration statements, reports (including Current Reports on Form 8-K) and schedules required to be filed by it under the Exchange Act or the Securities Act (all such documents together with the Registration Statement, collectively the “ Enbridge SEC Documents ”). The Enbridge SEC Documents, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Enbridge SEC Document filed prior to the date hereof) (i) 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 therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be.

(b) The historical financial statements, together with related schedules and notes, included or incorporated by reference in the Registration Statement and the Final Prospectus (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 on the basis stated in the Registration Statement and the Final Prospectus 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 or incorporated by reference in the Registration Statement and the Final Prospectus (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. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement and the Final Prospectus that are not included as required; and Enbridge and the Operating Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement and the Final Prospectus. There is and has been no failure by the Companies, or any of the Companies’ officers and directors, acting in their capacity as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, including the rules and regulations promulgated thereunder.

(c) The accountants, PricewaterhouseCoopers LLP, who have certified or shall certify the financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus (or any amendment or supplement thereto), are independent registered public accounting firm as required by the Securities Act.

Section 3.04 No Enbridge Material Adverse Change . Except as set forth in or contemplated by the Enbridge SEC Documents filed with the Commission on or prior to the date hereof, since September 30, 2004, Enbridge and the Operating Subsidiaries have conducted their respective 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 or the Operating Subsidiaries or any contract or arrangement therefor, otherwise than for fair value in the ordinary course of business or as disclosed in the Enbridge SEC Documents filed with the Commission on or prior to the date hereof or (c) material change in Enbridge’s accounting principles, practices or methods. Except for the automatic increase in the number of i-units outstanding and owned by Enbridge Management in connection with the regular quarterly cash distribution by Enbridge on its Common Units in the fourth quarter of 2004, and except as set forth in or contemplated by the Enbridge SEC Documents filed with the Commission on or prior to the date hereof, Enbridge has neither issued any securities nor incurred material indebtedness since September 30, 2004.

Section 3.05 Litigation . There are no legal or governmental proceedings pending or, to the knowledge of any of the Companies, threatened, against any of the Companies or the Operating Subsidiaries, or to which any of the Companies or the Operating Subsidiaries, or to which any of their respective properties, is subject, that (a) questions the validity of this Agreement or the right of Enbridge to enter into this Agreement or to consummate the transactions contemplated hereby or (b) are required to be described in the Registration Statement or the Final Prospectus and are not described as required.

Section 3.06 No Conflicts . Neither the offer, sale or delivery of the Purchased Units for all the Purchasers, the execution, delivery or performance by Enbridge of this Agreement, compliance by Enbridge with the provisions hereof nor consummation by Enbridge of the transactions contemplated hereby constitutes or, at the Closing Date will constitute, a breach of, or a default under, the respective partnership agreement, of either Enbridge or the Operating Partnership 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 or the Operating Subsidiaries 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 all applicable federal and state securities and Blue Sky laws) to which either Enbridge or the Operating Partnership is a named party, excluding in each case any breaches, defaults or violations which, individually or in the aggregate, would not have an Enbridge Material Adverse Effect.

Section 3.07 Authority . Enbridge has all of the necessary partnership power and authority to enter into the Basic Documents and consummate the transactions contemplated thereby. The execution and delivery of, and the performance by Enbridge of its obligations under the Basic Documents have been duly and validly authorized by Enbridge, and this Agreement has been duly executed and delivered by Enbridge and constitutes the legal, valid and binding obligation of Enbridge, enforceable 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 the Common Units is required in connection with Enbridge’s issuance and sale of the Purchased Units to the Purchasers pursuant to this Agreement.

Section 3.08 Approvals . The Commission has issued an order under the Securities Act declaring the Regis