UNDERWRITING AGREEMENT

Each of the Partnership and Enbridge Energy, Limited Partnership, a Delaware limited partnership and subsidiary of the Partnership (the “ Operating Partnership ”), wishes to confirm as follows its agreement with the Underwriters in connection with their several purchases of the Notes. The Partnership, the Operating Partnership, Enbridge Energy Company, Inc., a Delaware corporation (both in its capacity as general partner of the Partnership and in its individual capacity, the “ General Partner ”), and Enbridge Energy Management, L.L.C., a Delaware limited liability company (“ Enbridge Management ”), are sometimes collectively referred to herein as the “ Companies .”

1.              Registration Statement and Prospectus . The Partnership has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Act ”), a registration statement on Form S-3 (Registration No. 333-131076) under the Act, and such registration statement has become effective under the Act. As used in this Agreement, “ Applicable Time ” means 2:15 p.m. (New York City time) on the date of this Agreement; “ Effective Date ” means each date and time as of which such registration statement, any post-effective amendment or amendments thereto relating to the offering of the Notes became or becomes effective; “ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 under the Act), including the Final Term Sheet, prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Notes; “ Preliminary Prospectus ” means, as of the Applicable Time, the base prospectus comprising a part of the Registration Statement and the preliminary supplement to the base prospectus, subject to completion, relating to the issuance of the Notes; “ Pricing Disclosure Package ” means, as of the Applicable Time, the Preliminary Prospectus together with each Issuer Free Writing Prospectus filed with the Commission by the Partnership on or before the Applicable Time and the pricing terms set forth on Schedule II hereto; “ Registration Statement ” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date for such part, including the Pricing Disclosure Package and the Final Prospectus and all exhibits to such registration statement; “ Final Prospectus ” means the final prospectus supplement relating to the Notes, including the accompanying base prospectus, as filed with the Commission pursuant to Rule 424(b) under the Act; and “ Final Term Sheet ” means the final term sheet in the form attached as Schedule II hereto and prepared and filed pursuant to Section 5(f) hereof. Reference made herein to the Pricing Disclosure Package or to the Final Prospectus shall be deemed to refer to and include any information incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Pricing Disclosure Package or the Final Prospectus, as the case may be, and any reference to any amendment or supplement to the Pricing Disclosure Package or the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Exchange Act ”), after the date of the Pricing Disclosure Package or the Final Prospectus, as the case may be, and incorporated by reference in the Pricing Disclosure Package or the Final Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. As used herein, the term “ Incorporated Documents ” means the documents which at the time are incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus or any amendment or supplement thereto.

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2.              Agreements to Sell and Purchase . The Partnership hereby agrees, upon the terms and subject to all the conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations, warranties and agreements of the Partnership and the Operating Partnership herein contained and upon the terms and subject to all the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the applicable purchase price set forth in Schedule I hereto, the aggregate principal amount of the Notes set forth opposite such Underwriters’ name in Schedule I hereto.

3.              Terms of Public Offering . The Partnership has been advised by you that the Underwriters propose to make a public offering of their respective portion of the Notes as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Notes upon the terms set forth in the Final Prospectus.

4.              Delivery of the Notes and Payment Therefor . The Notes to be purchased hereunder will be represented by one or more definitive global certificates in book-entry form which will be deposited by or on behalf of the Partnership with The Depository Trust Company (“ DTC ”) or its designated custodian.

Delivery to the Underwriters of the Notes, against payment of the purchase price therefor in immediately available funds, shall be made by causing DTC to credit the Notes to the account or accounts designated by Wachovia Capital Markets, LLC on behalf of the Underwriters at DTC. The time and date of such delivery shall be 10:00 A.M., New York City time, on December 21, 2006 (the “ Closing Date ”). The other documents to be delivered at the Closing Date by or on behalf of the parties hereto shall be delivered at such time and date at the offices of Baker Botts L.L.P., 910 Louisiana, Houston, Texas 77002. The place of closing for the Notes and the Closing Date may be varied by agreement between you and the Partnership.

The global certificates representing the Notes to be delivered to the Underwriters shall be made available to you at the office of DTC or its custodian for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date.

5.              Agreements of the Partnership . The Partnership agrees with the several Underwriters as follows:

(a)            If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Notes may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you and counsel for the Underwriters promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective.

(b)            Following the execution and delivery of this Agreement and thereafter from time to time during such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by the Underwriters or any dealer (the “ Prospectus Delivery Period ”), the Partnership will advise you and counsel for the Underwriters promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Pricing Disclosure Package or the Final Prospectus or for additional information; (ii) of the

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issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Pricing Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus or of the suspension of qualification of the Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in the financial position, business, prospects, or results of operations of any of the Companies, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Registration Statement, the Pricing Disclosure Package or the Final Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time within the Prospectus Delivery Period, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Pricing Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time.

(c)            The Partnership will furnish to you, at your request and without charge, (i) one conformed copy of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the Registration Statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may request, (iv) such number of copies of the exhibits to the Incorporated Documents and the Pricing Disclosure Package as you may request, and (v) such number of copies of the Preliminary Prospectus, the Final Prospectus, any amended or supplemented Final Prospectus and each Issuer Free Writing Prospectus as you may request.

(d)            During the Prospectus Delivery Period, the Partnership will not file any amendment to the Registration Statement or make any amendment or supplement to the Final Prospectus or, file any document which, upon filing becomes an Incorporated Document, of which you and counsel for the Underwriters shall not previously have been advised or to which, after you and counsel for the Underwriters shall have received a copy of the document proposed to be filed, you shall reasonably object; provided that your consent shall not be unreasonably withheld or delayed.

(e)            The Partnership will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus (other than the Final Term Sheet) without the prior written consent of the Underwriters. The Partnership will retain in accordance with the Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and if at any time after the date hereof through the completion of the offering of the Notes any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other

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reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Underwriter and, upon its request, to file such documents and to prepare and furnish without charge to the Underwriter as many copies as it may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus, that will correct such conflict, statement or omission or effect such compliance.

(f)             The Partnership will cause the Final Prospectus to be filed pursuant to, and in compliance with, Rule 424(b). The Partnership will prepare the Final Term Sheet, containing solely of a description of the terms of the Notes and of the offering, in the form attached as Schedule II hereto, will file such Final Term Sheet pursuant to Rule 433 under the Securities Act and will notify the Underwriters promptly of such filing. As soon as practical following the execution and delivery of this Agreement and until the end of the Prospectus Delivery Period, the Partnership will expeditiously deliver to the Underwriters and each dealer, without charge, as many copies of the Final Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Partnership consents to the use of the Final Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Notes are offered by the Underwriters and by all dealers to whom Notes may be sold, both in connection with the issuance and sale of the Notes and for such period of time thereafter as the Final Prospectus is required by the Act to be delivered in connection with sales by the Underwriters or any dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriters is required to be set forth in the Final Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Final Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Partnership and the Underwriters agree that the Final Prospectus should be amended or supplemented, the Partnership, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement.

(g)            The Partnership will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Notes for issuance and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject.

(h)            The Partnership will make generally available to security holders of the Partnership a consolidated earnings statement, which need not be audited, covering a 12-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act.

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(i)             If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 10 hereof or pursuant to clause (ii), (iii), (iv) or (v) of Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership or the Operating Partnership to comply with the terms or fulfill any of the conditions of this Agreement, each of the Partnership and the Operating Partnership, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith.

(j)             The Partnership will apply the net proceeds from the sale of the Notes substantially in accordance with the description set forth in the Final Prospectus.

(k)            Except as provided in this Agreement, none of the Companies will offer, sell, contract to sell or otherwise dispose of or hedge any debt securities issued by the Partnership, or grant any options or warrants to purchase any such debt securities, for a period beginning the date hereof and continuing to and including the Closing Date.

(l)             Except as stated in this Agreement and in the Final Prospectus, none of the Companies has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any securities of the Partnership to facilitate the sale or resale of the Notes.

(m)           The Partnership, during the Prospectus Delivery Period, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

(n)            The Partnership hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Partnership’s securities. The Partnership further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to any of the Companies, their management, stockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Partnership’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to any of the Companies, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Partnership hereby confirms its understanding and agreement to that effect. The Partnership and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to any of the Companies regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Partnership’s securities, do not constitute advice or recommendations to any of the Companies. The Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Partnership may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to any of the Companies in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

(o)            The Partnership hereby acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective

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investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Partnership and/or the offering of the Notes that differ from the views of its investment bankers. The Partnership acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of one or more of the Companies that may be the subject of the transactions contemplated by this Agreement.

6.              Representations and Warranties of the Partnership . The Partnership represents and warrants to each Underwriter that:

(a)            The Registration Statement conformed and will conform in all material respects on the Effective Date and on the applicable Closing Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Trust Indenture Act ”). The Pricing Disclosure Package conformed, and the Final Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and on the applicable Closing Date to the requirements of the Act. The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the statements made or to be made in such document that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith; provided that this representation and warranty does not apply to information contained in or omitted from such document in reliance upon and in conformity with written information furnished to the Partnership in writing by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12 hereof. The Final Prospectus will not, as of its date and on the applicable Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to information contained in or omitted from the Final Prospectus in reliance upon and in conformity with written information furnished to the Partnership in writing by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12 hereof.

(b)            The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act; any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements of the Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

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(c)            The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Underwriter specifically for inclusion therein, which information is specified in Section 12 hereof.

(d)            Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433), when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus, as of its date and at all subsequent times through the completion of the issuance of the Notes, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus.

(e)            Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act on the date of first use, and the Partnership has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Act. The Partnership has not made any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Underwriter. The Partnership has retained in accordance with the Act all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Act.

(f)             The Partnership has been at all times since December 1, 2005 and continues to be a “well-known seasoned issuer” (as defined in Rule 405 under the Act) eligible to use an “automatic shelf registration statement” (as defined in Rule 405 under the Act) for the registration of the Notes, including not having been an “ineligible issuer” (as defined in Rule 405 under the Act) at any such time or date.

(g)            The capitalization of the Partnership on a consolidated basis as of September 30, 2006 was as set forth in the Preliminary Prospectus under “Capitalization.”

(h)            The Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Delaware Revised Uniform Limited Partnership Act (the “ Delaware Act ”), with partnership power and authority to own or lease its properties and to conduct its business as described in the Pricing Disclosure Package and the Registration Statement. The Partnership, directly or indirectly, owns the percentage of the equity interests of each of the subsidiaries listed on Schedule IIIA hereto (the “ Operating Subsidiaries ”), free and clear of any lien, encumbrance, security interest, equity or charge except for such liens, security interests, equities or charges as are not individually or in the aggregate, material to such interest ownership or as described in the Pricing Disclosure Package and the Registration Statement. 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 IIIA , 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

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Pricing Disclosure Package and the Registration Statement. 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 Limited Liability Company Act (the “Delaware LLC Act ”) or the Delaware Act, as the case may be) nonassessable. Each of the Operating Subsidiaries that are material to the Partnership, including, without limitation, each Operating Subsidiary that meets any of the following conditions (collectively, the “ Material Subsidiaries ”) are listed on Schedule IIIB hereto: (i) the Partnership’s and its other subsidiaries’ investments in and advances to such subsidiary exceed five percent of the Partnership’s consolidated assets as of December 31, 2005; (ii) the Partnership’s and its other subsidiaries’ proportionate share of the consolidated assets (after intercompany eliminations) of such subsidiary exceeds five percent of the Partnership’s consolidated assets as of December 31, 2005; or (iii) the Partnership’s and its other subsidiaries’ equity in the income from continuing operations before income taxes and extraordinary items of such subsidiary exceeds five percent of such income of the Partnership and its subsidiaries, on a consolidated basis, for the quarter ended September 30, 2006 and/or the year ended December 31, 2005.

(i)             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 the Partnership, in each case as described in the Pricing Disclosure Package and the Registration Statement. The General Partner owns the sole voting share of Enbridge Management and the Partnership owns each of the Operating Subsidiaries listed on Schedule IIIA hereto free and clear of any lien, encumbrance, security interests, equity or charge except for such liens, encumbrances, security interests, equities or charges as are not individually or in the aggregate, material to such interest ownership or as described in the Pricing Disclosure Package and the Registration Statement. The sole voting share 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 the Partnership, and the General Partner’s ownership of the Partnership is as set forth in the Preliminary Prospectus under the heading “Prospectus Supplement Summary — Organizational Structure.”  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 incorporation or organization, as the case may be, set forth on Schedule IIIA , 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 Pricing Disclosure Package and the Registration Statement. Except as described in the Pricing Disclosure Package 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 the Partnership, the General Partner has delegated all of its power to manage and control the business and affairs of the Partnership to Enbridge Management

(j)             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 Pricing Disclosure Package and the Registration Statement.

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(k)            The accountants, PricewaterhouseCoopers LLP, who have certified or shall certify the financial statements included or incorporated by reference in the Registration Statement, Pricing Disclosure Package and the Final Prospectus, are an independent registered public accounting firm as required by the Act.

(l)             The historical financial statements, together with related schedules and notes, included or incorporated by reference in the Registration Statement and the Pricing Disclosure Package (and any amendment or supplement thereto), present fairly the consolidated financial position, results of operations and changes in financial position of the Partnership on the basis stated in the Registration Statement and the Pricing Disclosure Package 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 Act, the Exchange Act and the rules and regulations of the Commission under such acts, and have been prepared in accordance with generally accepted accounting principles 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 Pricing Disclosure Package (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 the Companies; and the pro forma financial statements included in or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the rules and regulations of the Commission under such acts, and except to the extent stated therein have been prepared on a basis consistent with the historical consolidated financial statements of the Partnership and give effect to the assumptions used in the preparation thereof on a reasonable basis and in good faith. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement and the Pricing Disclosure Package that are not included as required; and the Companies 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 Pricing Disclosure Package. The Companies have provided you true, correct, and complete copies of all documentation pertaining to any extension of credit in the form of a personal loan made, directly or indirectly, by the Companies to any director or executive officer of the General Partner or Enbridge Management, or to any family member or affiliate of any director or executive officer of the General Partner or Enbridge Management; and since July 30, 2002, the Companies have not, directly or indirectly, including through any subsidiary: (i) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the General Partner or Enbridge Management, or to or for any family member or affiliate of any director or executive officer of the General Partner or Enbridge Management; or (ii) made any material modification, including any renewal thereof, to any term of any personal loan to any director or executive officer of the General Partner or Enbridge Management, or any family member or affiliate of any director or executive officer, which loan was outstanding on July 30, 2002. 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 (collectively, the “ Sarbanes-Oxley Act ”), or the rules of the New York Stock Exchange that are effective and applicable to the Companies.

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(m)           Each of the Partnership and the Operating Partnership has all of the necessary partnership power and authority to enter into this Agreement and consummate the transactions contemplated hereby. The execution and delivery of, and the performance by each of the Partnership and the Operating Partnership of its respective obligations under this Agreement have been duly and validly authorized by each of the Partnership and the Operating Partnership, as the case may be, and this Agreement has been duly executed and delivered by each of the Partnership and the Operating Partnership.

(n)            The Indenture has been duly authorized by the Partnership and duly qualified under the Trust Indenture Act and, when duly executed and delivered by the Partnership and the Trustee, will constitute a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms, except as enforcement generally may be subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors rights and to general equitable principles.

(o)            The Notes have been duly authorized by the Partnership, and, at the Closing Date, will have been duly executed by the Partnership. The Notes, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price for the Notes as provided in this Agreement, will constitute valid and binding obligations of the Partnership enforceable against the Partnership in accordance with their terms, except as enforcement generally may be subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors rights and to general equitable principles. The Notes will be in the form contemplated by, and entitled to the benefits of, the Indenture.

(p)            The Notes and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Registration Statement and the Pricing Disclosure Package, and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

(q)            Neither the offer, sale or delivery of the Notes, the execution, delivery or performance of this Agreement, the Indenture or the Notes, compliance by the Partnership or the Operating Partnership with the provisions hereof or thereof nor consummation by either the Partnership or the Operating Partnership of the transactions contemplated hereby or thereby constitutes or, at the Closing Date will constitute, a breach of, or a default under, the respective partnership agreement, of either the Partnership 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, regulation, ruling (assuming compliance with all applicable federal and state securities and Blue Sky laws), judgment, injunction, order or decree to which any of the Companies or the Operating Subsidiaries is a named party, excluding in each case any breaches, defaults or violations which, individually or in the aggregate, would not have a material adverse effect on the financial position, results of operations, business or prospects of the Companies and the Operating Subsidiaries (taken as a whole) (a “ Material Adverse Effect ”).

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(r)             Except as disclosed in the Registration Statement and the Pricing Disclosure Package, subsequent to the respective dates as of which such information is given in the Registration Statement and the Pricing Disclosure Package, none of the Companies or the Operating Subsidiaries has incurred any liability or obligation, direct or contingent, or entered into any transaction, not in the ordinary course of business, that is material to the limited partners of the Partnership or the Companies and the Operating Subsidiaries (taken as a whole), and there has not been any change in the capital stock or partner’s capital, or material increase in the short-term debt or long-term debt of, any of the Companies, or any Material Adverse Effect, or any development that any of the Companies has reasonable cause to believe will involve a prospective Material Adverse Effect.

(s)            None of the Companies has distributed and, prior to the later to occur of (i) the Closing Date and (ii) completion of the distribution of the Notes, will distribute any offering material in connection with the issuance and sale of the Notes other than the Pricing Disclosure Package, the Final Prospectus and any Issuer Free Writing Prospectus to which the Underwriters have consented.

(t)             Except as disclosed in the Registration Statement and the Pricing Disclosure Package (or any amendment of supplement thereto), no more than ten percent of the net proceeds from the sale of the Notes are intended to be or will be paid to members of the National Association of Securities Dealers, Inc. (the “ NASD ”) or associated or affiliated persons of such members, or members of the immediate family of such members.

(u)            The Commission has issued an order under the Act declaring the Registration Statement effective and qualifying the Indenture under the Trust Indenture Act and no other consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Notes, or the consummation by the Partnership and the Operating Partnership of the transactions contemplated by this Agreement, the Pricing Disclosure Package, the Final Prospectus and the Indenture, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the issuance by the Partnership of the Notes and the purchase and sale of the Notes by the Underwriters in the manner contemplated herein and in the Pricing Disclosure Package.

(v)            Based upon the advice of counsel, none of the Companies or the Operating Subsidiaries is, or as of the Closing Date will be, an “Investment Company” as that term is defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), or required to register as an “Investment Company” under the Investment Company Act.

(w)           Except for the General Partner, which has waived its rights, no holder of any security of the Partnership or any other person has any right to require registration of any interest or other security of the Partnership because of the filing of the Registration Statement or consummation of the transactions contemplated by this Agreement.

(x)             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 are required to be described in the Registration Statement or the Pricing Disclosure Package and are not described as required.

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(y)            The States of Illinois, Indiana, Michigan, Minnesota, New York, North Dakota, Texas and Wisconsin are the only jurisdictions within the United States in which each of the Operating Partnership and General Partner, as applicable, owns or leases property, or conducts business as a foreign limited partnership or corporation, as applicable, so as to require the Operating Partnership or General Partner, as applicable, to qualify to conduct business as a foreign limited partnership or corporation, as applicable, and in which the failure to so qualify would be likely to have a Material Adverse Effect. The States of Illinois, North Dakota and Texas are the only jurisdictions within the United States in which the Partnership owns or leases property, or conducts business as a foreign limited partnership so as to require the Partnership to qualify to conduct business as a foreign limited partnership and in which the failure to so qualify would be likely to have a Material Adverse Effect.

(z)             Each of the Companies and the Operating Subsidiaries owns or leases all properties as are necessary to the conduct of their operations as described in the Pricing Disclosure Package, except where the failure to own or lease any of such properties would not, individually or in the aggregate, have a Material Adverse Effect.

(aa)          Each of the Companies and the Operating Subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other per