EX-10.82



 Exhibit 10.82 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
 This FOURTH AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”) is entered into effective as of December 23, 2013 (the “Amendment Effective Date”), among ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership, as borrower (the
“Borrower”), the Lenders named on the signature pages hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). 

WHEREAS, the Borrower, the Lenders, and the Administrative Agent are parties to that certain Credit Agreement dated as of
September 26, 2011 (as amended by that certain First Amendment to Credit Agreement, effective as of September 30, 2011, that certain Extension Agreement and Second Amendment to Credit Agreement, effective as of September 26, 2012 and
that certain Extension Agreement and Third Amendment to Credit Agreement, effective as of October 28, 2013, the “Credit Agreement”). 
 WHEREAS, the Borrower has requested certain amendments with respect to the definition of Consolidated EBITDA. 
 WHEREAS, subject to the terms and conditions set forth herein, the parties are willing to agree to amend the Credit Agreement as set forth in Section 2 below. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows: 
 SECTION 1. Definitions. Unless otherwise defined in this Amendment, terms used in this
Amendment which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall apply to this Amendment.

 SECTION 2. Amendment to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in
Section 3 below: 
 (a) Certain Definition Amended. The following defined term appearing in
Section 1.01 of the Credit Agreement (Defined Terms) is amended as set forth below: 
 (i) The
definition of “Consolidated EBITDA” is amended in its entirety to read as follows: 

“Consolidated EBITDA” means, for any period, an amount equal to the sum of 

(a) Consolidated Net Income for such period, plus  

(b) (i) consolidated interest expense deducted in determining such Consolidated Net Income, (ii) the amount of
taxes, based on or measured by income, used or included in the determination of Consolidated Net Income, (iii) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income,
(iv) Marshall/Romeoville Oil Cleanup Costs deducted in determining such Consolidated Net Income, (v) the amount of civil, criminal and administrative fines, penalties, assessments and citations, and related direct costs and expenses,
arising from each crude oil release referred to in the definition of “Marshall/Romeoville Oil Cleanup Costs”, deducted in determining such Consolidated Net Income, and (vi) the amount of costs, charges and expenses accrued after
September 30, 2013 arising from the cleanup of crude oil releases referred to in the definition of “Marshall/Romeoville Oil Cleanup Costs” deducted in determining such Consolidated Net Income; plus  







 (c) the amount of cash distributions in respect of equity ownership
interests in MEP Unrestricted Subsidiaries actually received during such period by the Borrower and its Consolidated Subsidiaries from MEP Unrestricted Subsidiaries; and minus  

(d) to the extent included in the calculation of such Consolidated Net Income, the amount of insurance proceeds received
to compensate for Marshall/Romeoville Oil Cleanup Costs, not to exceed in the aggregate the amounts by which Consolidated EBITDA for such period or any prior period is or has been increased on account of Marshall/Romeoville Oil Cleanup Costs; and
minus 
 (e) (i) the amount of civil, criminal and administrative fines, penalties, assessments and
citations, and related direct costs and expenses, referred to in subclause (v) in the immediately preceding clause (b) to the extent such amounts were actually paid, or accruals therefor were reversed, during such period by the Borrower
and/or its Subsidiaries, and without duplication, (ii) the amount of civil, criminal and administrative fines, penalties, assessments and citations, and related direct costs and expenses, referred to in subclause (v) in the immediately
preceding clause (b) to the extent it has been determined that the Borrower and its Subsidiaries will not be liable for payment of such amounts; and minus 

(f) (i) the amount of costs, charges and expenses, referred to in subclause (vi) in the immediately preceding
clause (b) to the extent such amounts were actually paid, or accruals therefor were reversed, during such period by the Borrower and/or its Subsidiaries, and without duplication, (ii) the amount of costs, charges and expenses, referred to
in subclause (vi) in the immediately preceding clause (b) to the extent it has been determined that the Borrower and its Subsidiaries will not be liable for payment of such amounts; 

provided however that (I) for purposes of calculating Consolidated EBITDA for the MEP Closing Quarter, and for any
four quarter period thereafter that includes the MEP Closing Quarter, the amount added pursuant to clause (c) of this definition with respect to the MEP Closing Quarter shall be the Imputed Cash Receipt Amount for the MEP Closing
Quarter; (II) for purposes of calculating Consolidated EBITDA for the First Post-Closing Quarter, and any four quarter period thereafter that includes the First Post-Closing Quarter, the amount added pursuant to clause (c) of this
definition with respect to the First Post-Closing Quarter shall be the Imputed Cash Receipt Amount for the First Post-Closing Quarter; and (III) notwithstanding that the financial statements delivered by the Borrower pursuant to
Section 6.01(a) for the year ending December 31, 2013 and the fiscal quarters thereafter may (at the option of the Borrower) be prepared on a pro forma basis as if the closing of the MEP IPO Transactions had occurred on
January 1, 2013, Consolidated EBITDA for the quarters ending March 31, 2013, June 30, 2013 and September 30, 2013, and for any period thereafter that includes in its Consolidated EBITDA calculation any of the quarters ending
March 31, 2013, June 30, 2013 or September 30, 2013, shall be calculated as if the MEP Unrestricted Subsidiaries were Restricted Subsidiaries through September 30, 2013 and became Unrestricted Subsidiaries on October 1,
2013.” 
 (b) Amended Exhibit C (Form of Compliance Certificate). Exhibit C to the Credit Agreement
(Form of Compliance Certificate) is amended by adding references to clauses (b)(v), (b)(vi), (e) and (f) of the above- referenced amended definition of Consolidated EBITDA, each in the appropriate place, and the Compliance Certificate is
amended in its entirety to read as set forth in Annex A attached hereto. 
 SECTION 3. Conditions to
Effectiveness. The amendments to the Credit Agreement set forth in Section 2 of this Amendment shall be effective on the Amendment Effective Date, provided that the Administrative Agent shall have received counterparts of this
Amendment executed by the Borrower and the Required Lenders (which may be by telecopy or other electronic transmission) and acknowledged by the Administrative Agent. 
 SECTION 4. Representations and Warranties. As a material inducement to the Administrative Agent and the Lenders to execute and deliver this Amendment, the Borrower represents and warrants to the
Lenders that as of the Amendment Effective Date, both immediately before and after giving effect to this Amendment, that: 
 (a) This Amendment has been duly authorized, executed, and delivered by the Borrower and the Credit Agreement as amended hereby constitutes its legal, valid, and binding obligations enforceable against it
in 







 
accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, and similar laws affecting creditors’
rights generally and to general principles of equity). 
 (b) The representations and warranties set forth in
Article V of the Credit Agreement are true and correct in all material respects on and as of the Amendment Effective Date, after giving effect to this Amendment, except to the extent such representations and warranties relate solely to an
earlier date, in which case, they shall be true and correct as of such date. 
 (c) As of the date hereof, at
the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 
 (d) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is required to be obtained or made by the Borrower by any material
statutory law or regulation applicable to it as a condition to the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment. The execution, delivery, and performance by the Borrower of this Amendment has been
duly authorized by all necessary corporate or other organizational action, and does not and will not (i) violate the terms of any of the Borrower’s Organization Documents, (ii) result in any breach of, constitute a default under, or
require pursuant to the express provisions thereof, the creation of any consensual Lien on the properties of the Borrower under, any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental
Authority to which the Borrower or its property is subject, or (iii) violate any Law, in each case with respect to the preceding clauses (i) through (iii), which would reasonably be expected to have a Material
Adverse Effect. 
 SECTION 5. Effect. This Amendment (a) except as expressly provided herein, shall not be deemed to
be a consent to the modification or waiver of any other term or condition of the Credit Agreement or of any of the instruments or agreements referred to therein and does not constitute a waiver of compliance or consent to noncompliance by the
Borrower with respect to the terms, provisions, conditions and covenants of the Credit Agreement and (b) shall not prejudice any right or rights which the Administrative Agent or the Lenders may now have under or in connection with the Credit
Agreement, as amended by this Amendment. Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto
that the Credit Agreement, as amended hereby, shall continue in full force and effect and is hereby ratified and confirmed in all respects, and that this Amendment and such Credit Agreement shall be read and construed as one instrument. The Borrower
represents and acknowledges that it has no claims, counterclaims, offsets, credits or defenses to the Loan Documents or the performance of its obligations thereunder. From and after the Amendment Effective Date, each reference in the Credit
Agreement, including the schedules and exhibits thereto and the other documents delivered in connection therewith, to the “Credit Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein,” or
words of like import, shall mean and be a reference to the Credit Agreement as amended hereby, respectively. 
 SECTION 6.
Miscellaneous. This Amendment shall for all purposes be construed in accordance with and governed by the laws of the State of New York and applicable federal law. The captions in this Amendment are for convenience of reference only and shall
not define or limit the provisions hereof. This Amendment may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving this
Amendment, it shall not be necessary to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by facsimile or in electronic form shall be effective as the delivery of a manually executed
counterpart. This Amendment shall be a “Loan Document” as defined in the Credit Agreement. 
 SECTION 7. Entire
Agreement. THE CREDIT AGREEMENT (AS AMENDED BY THIS AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 [SIGNATURES BEGIN ON NEXT PAGE] 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers effective as of the date and year first above written. 
  

					
	 ENBRIDGE ENERGY PARTNERS, L.P.,
 a Delaware limited partnership, as Borrower

		
	 By:    
	 	 ENBRIDGE ENERGY MANAGEMENT,
 L.L.C., as delegate of Enbridge Energy Company, Inc., its General Partner

			
		 	 By:    
	 	 /s/ Terrance L. McGill

		 		 	 Name: Terrance L. McGill

		 		 	 Title: Senior Vice President




 

			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:    	 	 /s/ Darleen R. Pamelee

		 	Name: Darleen R. Parmelee
		 	Title: Assistant Vice President
	
	BANK OF AMERICA, N.A., as a Lender, a L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Jame K.G. Campbell

		 	Name: James K.G. Campbell
		 	Title: Director
	
	ROYAL BANK OF CANADA, as a Lender and as an L/C Issuer
		
	By:	 	 /s/ Lillian D’Aleo

		 	Name: Lillian D’Aleo
		 	Title: Authorized Signatory
	
	EXPORT DEVELOPMENT CANADA, as a Lender
		
	By:	 	 /s/ Talal M. Kairouz

		 	Name: Talal M. Kairouz
		 	Title: Senior Asset Manager
		
	By:	 	 /s/ Hivda Morissette

		 	Name: Hivda Morissette
		 	Title: Asset Manager
	
	UBS AG, STAMFORD BRANCH, as a Lender
		
	By:    	 	 /s/ Lana Gifas

		 	Name: Lana Gifas
		 	Title: Director
		
	By:	 	 /s/ Lisa Murray

		 	Name: Lisa Murray
		 	Title: Associate Director










			
	
	WELLS FARGO BANK, N.A., as a Lender and as an L/C Issuer
		
	By:    	 	 /s/ Jeff Cobb

		 	Name: Jeff Cobb
		 	Title: Vice President
	
	 THE ROYAL BANK OF SCOTLAND PLC,
 CANADA BRANCH, as a Lender

		
	By:	 	 /s/ David Wright

		 	Name: David Wright
		 	Title: Director
	
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ Shuji Yabe

		 	Name: Shuji Yabe
		 	Title: Managing Director
	
	MORGAN STANLEY BANK, N.A., as a Lender
		
	By:	 	 /s/ John Durland

		 	Name: John Durland
		 	Title: Authorized Signatory
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	 /s/ Andrew Oram

		 	Name: Andrew Oram
		 	Title: Managing Director
	
	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Melissa Balley

		 	Name: Melissa Balley
		 	Title: Director
		
	By:	 	 /s/ David Reynolds

		 	Name: David Reynolds
		 	Title: Vice President
	
	DNB CAPITAL LLC, as a Lender
		
	By:	 	 /s/ Robert Dupree

		 	Name: Robert Dupree
		 	Title: Senior Vice President
		
	By:	 	 /s/ Joe Hykle

		 	Name: Joe Hykle
		 	Title: First Vice President










			
	
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Juan Javellana

		 	Name: Juan Javellana
		 	Title: Executive Director
	
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	 /s/ Rob MacKinnon

		 	Name: Rob MacKinnon
		 	Title: Senior Vice President, Canada Branch
	
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Peter Kardos

		 	Name: Peter Kardos
		 	Title: Vice President
	
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Ming K. Chu

		 	Name: Ming K. Chu
		 	Title: Vice President
		
	By:	 	 /s/ Virginia Cosenza

		 	Name: Virginia Cosenza
		 	Title: Vice President


 ANNEX A 
 Form of Compliance Certificate 
 See following page 







 EXHIBIT C 
 FORM OF COMPLIANCE CERTIFICATE 
 Financial Statement Date:
                    ,      
 To: Bank of America, N.A., as Administrative Agent 
 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of September 26, 2011 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Enbridge Energy Partners, L.P. (the “Borrower”), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. 
 The undersigned
Responsible Officer hereby certifies as of the date hereof that he/she is the                      of the [General Partner/Delegate], and that, as
such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 
 Use following for fiscal year-end financial statements 
 1. Filed with the
Borrower’s Form 10-K for its fiscal year ended                          , 20    , are
the year-end financial statements (the “Annual Financial Statements”) required by Section 6.01(a), and if the Borrower has designated any Subsidiary other than the MEP Unrestricted Subsidiaries as an Unrestricted
Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of the Non-MEP Unrestricted Subsidiaries. The Annual Financial Statements fairly present the financial condition, results
of operations and cash flows of the Borrower and its consolidated subsidiaries in accordance with GAAP as at such date for such period. 
 Use following for fiscal quarter-end financial statements 
 1. Filed with the
Borrower’s Form 10-Q for its fiscal quarter ended                     , 20    ] are the unaudited
financial statements (the “Quarterly Financial Statements”) required by Section 6.01(b) for such fiscal quarter, and if the Borrower has designated any Subsidiary other than the MEP Unrestricted Subsidiaries as an
Unrestricted Subsidiary (the “non-MEP Unrestricted Subsidiaries”), attached hereto as Schedule 1 are unaudited financial statements for such fiscal quarter adjusted to exclude the assets and operations of the Non-MEP Unrestricted
Subsidiaries. The Quarterly Financial Statements fairly present the financial condition, results of operations and cash flows of the Borrower and its consolidated subsidiaries in accordance with GAAP as at such date and for such period, subject only
to normal year-end audit adjustments and the absence of footnotes. 
 2. The undersigned has reviewed and is familiar with the
terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the transactions and condition (financial or otherwise) of the Borrower and its Subsidiaries during the accounting period covered by the
attached financial statements. 
 3. A review of the activities of the Borrower and its Subsidiaries during such fiscal period
has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower and each of its Subsidiaries performed and observed all its Obligations under the Loan Documents, and 

select one: 
 to
the best knowledge of the undersigned, during such fiscal period, the Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it. 







 --or-- 
 to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of
Default and its nature and status:                     . 
 4. The financial covenant calculations and information set forth on Schedule 2 attached hereto are true and accurate. Attached hereto as Schedule 3 is a reconciliation of the components of
such calculations as required by Section 6.02(a)(i) of the Agreement. 
 5. If this Compliance Certificate is being
delivered by a Secretary or Assistant Secretary the words “the undersigned” set forth in paragraphs 2 and 3 above shall be deemed to mean “a Responsible Financial Officer” each time such words are used therein and the following
paragraph shall apply: A Responsible Financial Officer has reviewed this Compliance Certificate and attachments and has authorized the undersigned to submit this Compliance Certificate and attachments. As used in this Compliance Certificate, a
“Responsible Financial Officer” means any of the president, chief financial officer, chief accountant, controller, treasurer or assistant treasurer of the Borrower, the General Partner or the Delegate. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                    ,                 . 

 

			
	ENBRIDGE ENERGY PARTNERS, L.P.
		
	 By:  
	 	 ENBRIDGE ENERGY MANAGEMENT, L.L.C.,

as delegate of Enbridge Energy Company, Inc.,

its General Partner




 

			
	 By:
	 	
 




 
			
		
	 Name:
	 	
 




 
			
		
	 Title:
	 	  










 For the Quarter/Year ended
                    (“Statement Date”) 
 SCHEDULE 2 
 to the Compliance Certificate 

($ in 000’s) 

Section 7.09—Leverage Ratio. 
  

					
	 	  	Maximum Leverage
Ratio	 
	As of the end of each applicable four-quarter period, the Borrower is required to maintain Consolidated Leverage Ratio of no greater than:	  			
	During any Period other than an Acquisition Period:	  	 	5.00:1.00	  
	During an Acquisition Period*:	  	 	5.50:1.00	  
		
	 *If a Specified Acquisition has been or is hereby designated by the Borrower and the corresponding Acquisition Period is in effect as of the Statement
Date, a separate sheet of paper is to be attached to this Compliance Certificate setting forth the corresponding Acquisition Closing Date (and if such Acquisition Period has terminated, the last day of such Acquisition Period), and describing the
transactions that constitute such Specified Acquisition. Check the applicable line:
	  			
		
	         TheBorrower has previously designated such Specified Acquisition;
or
	  			
	         TheBorrower hereby designates such Specified Acquisition.
	  			
		
	 A.     Consolidated Funded Debt as Adjusted for Funded Debt owed by the Borrower to Subsidiaries
at Statement Date (calculated as follows: A.5 + (without duplication) A.8):
	  	$	            	  
		  	  
	  
	 
		
	 1.      Consolidated Funded Debt of the Borrower and its
Subsidiaries at Statement Date (without regard to reduction for applicable Qualifying Subordinated Indebtedness and Designated Hybrid Securities):
  

Indicate amount of Indebtedness of Unrestricted Subsidiaries (not included in line 1):
$            
	  	$	                        	  
		
	 2.      Qualifying Subordinated Indebtedness at Statement
Date:
  
 (Attach additional information: indicate
name(s) of subordinated creditors to whom Qualifying Subordinated Indebtedness is owed; summarize the terms of such Qualifying Subordinated Indebtedness in sufficient detail to demonstrate that it meets the requirements set forth in the definition
of Qualifying Subordinated Indebtedness; and confirm that subordination agreement has been delivered)
	  	$	                        	  
		
	 3.      Face amount of Hybrid Securities at Statement Date:
	  	$	            	  
		  	  
	  
	 
		
	 4.      Face amount of Designated Hybrid Securities at Statement Date (not to exceed 15% of Total
Capitalization):
	  	$	            	  
		  	  
	  
	 
		
	 Total Capitalization at Statement Date: $            
	  			
		
	 Consolidated Net Worth at Statement Date (used in calculating Total Capitalization):
$            
	  			









					
		
	 Indicate amount of partners’ capital of the Borrower determined as of such date in accordance with GAAP, subject (as applicable) to year-end
audit adjustments and footnotes (used in computing Consolidated Net Worth): $            
	  			
		
	 5.      Consolidated Funded Debt (calculated as follows: A.1 – (A.2 + A.4)):
	  	$	            	  
		  	  
	  
	 
		
	 6.      Funded Debt owed by the Borrower to Subsidiaries:
	  	$	            	  
		  	  
	  
	 
		
	 7.      Aggregate Qualifying Subordinated Indebtedness that is included in A.5.
above:
	  	$	            	  
		  	  
	  
	 
		
	 8.      Adjusted Funded Debt owed by the Borrower to Subsidiaries (calculated as follows: A.6
– A.7):
	  	$	            	  
		  	  
	  
	 
		
	 B.     Pro Forma EBITDA for Subject Period:
	  	$	            	  
		  	  
	  
	 
		
	 (calculated as follows: (i) the sum of B.1 + B.2 + B.3 + B.4 + B.5 + B.6 + B.7 + B.8 + B.9 + B.15 + B.16 minus (ii) the sum of B.10 +
B.11 + B.12 + B.13 + B.14)
	  			
		
	 1.      Consolidated Net Income:
	  	$	            	  
		  	  
	  
	 
		
	 Indicate Consolidated Net Income of Excluded Subsidiaries (to be excluded from line 1):
$            
	  			
		
	 2.      Cash distributions received from MEP Unrestricted Subsidiaries:
	  	$	            	  
		  	  
	  
	 
		
	 Indicate cash distributions from MEP Unrestricted Subsidiaries received by Excluded Subsidiaries (excluded from line 2):
$            
	  			
		
	 3.      Interest expense9:
	  	$	            	  
		  	  
	  
	 
		
	 Indicate interest expense of Excluded Subsidiaries (excluded from line 3):
$            
	  			
		
	 4.      Income taxes10:
	  	$	            	  
		  	  
	  
	 
		
	 Indicate income taxes of Excluded Subsidiaries (excluded from line 4):
$            
	  			
		
	 5.      Depreciation11:
	  	$	            	  
		  	  
	  
	 
		
	 Indicate depreciation of Excluded Subsidiaries (excluded from line 5):
$            
	  			

  

	9 	To the extent deducted in determining Consolidated Net Income. 

  

	10 	To the extent used or included in the determination of Consolidated Net Income. 


 

	11 	To the extent deducted in determining Consolidated Net Income. 









					
		
	 6.      Amortization12:
	  	$	            	  
		  	  
	  
	 
		
	 Indicate amortization of Excluded Subsidiaries (excluded from line 6):
$            
	  			
		
	 7.      Marshall/Romeoville Oil Cleanup Costs13:
	  	$	            	  
		  	  
	  
	 
		
	 8.      Civil, criminal and administrative fines, penalties, assessments and citations, and related
direct costs and expenses, arising from each crude oil release referred to in the definition of Marshall/Romeoville Oil Cleanup Costs14:
	  	$	            	  
		  	  
	  
	 
		
	 9.      Costs, charges and expenses accrued after September 30, 2013, arising from the cleanup
of the crude oil releases referred to in the definition of Marshall/Romeoville Oil Cleanup Costs15:
	  	$	            	  
		  	  
	  
	 
		
	 10.    Insurance proceeds received to compensate for Marshall/Romeoville Oil Cleanup Costs16:
	  	$	            	  
		  	  
	  
	 
		
	 11.    Civil, criminal and administrative fines, penalties, assessments and citations, and related direct
costs and expenses, referred to in line 8 actually paid, or accruals therefor reversed, during Subject Period by the Borrower and/or its Subsidiaries:
	  	$	            	  
		  	  
	  
	 
		
	 12.    Civil, criminal and administrative fines, penalties, assessments and citations, and related direct
costs and expenses, referred to in line 8 for which the Borrower and its Subsidiaries will not be liable for payment:
	  	$	            	  
		  	  
	  
	 
		
	 13.    Costs, charges and expenses referred to in line 9 actually paid, or accruals therefor reversed, during
Subject Period by the Borrower and/or its Subsidiaries:
	  	$	            	  
		  	  
	  
	 
		
	 14.    Costs, charges and expenses referred to in line 9 for which the Borrower and its Subsidiaries will not
be liable for payment of such amounts:
	  	$	            	  
		  	  
	  
	 
		
	 15.    Pro forma adjustment for acquisitions during Subject Period:
	  	$	            	  
		  	  
	  
	 
		
	 Attach detailed explanation identifying each acquisition and indicating Incremental EBITDA attributable to it
	  			
		
	 16.    Material Project EBITDA Adjustments for Subject Period:
	  	$	            	  
		  	  
	  
	 
		
	 Attach detailed explanation identifying each Material Project and indicating Material Project EBITDA Adjustments attributable to it
	  			
		
	 C.     Leverage Ratio (Line A ÷ Line B):
	  	 	            to 1.00	  


 

	12 	To the extent deducted in determining Consolidated Net Income. 

  

	13 	To the extent deducted in determining Consolidated Net Income. 

  

	14 	To the extent deducted in determining Consolidated Net Income. 

  

	15 	To the extent deducted in determining Consolidated Net Income. 

  

	16 	To the extent included in determining Consolidated Net Income, not to exceed the aggregate amounts by which Consolidated EBITDA has been increased on account of
Marshall/Romeoville Oil Cleanup Costs. 









					
	
	Quarter-end
date:                    	  
	
	Section 7.10 (Indebtedness of Non-OLP Subsidiaries) and Section 7.11 (Indebtedness of Operating Partnership and Operating Partnership Subsidiaries)	   
	
	 A.     Indebtedness of Non-OLP Subsidiaries
	         

	
	 1.      Calculate aggregate amount of Indebtedness outstanding as of the Statement Date
for the Non-OLP Subsidiaries:
	           

		
	 (a)    Total amount of Indebtedness outstanding for the Non-OLP Subsidiaries other than Indebtedness
attributable to Excess Swap Termination Value:
	  	$	            	  
		  	  
	  
	 
		
	 (b)    Ratable Share of Excess Swap Termination Value (line C.3(c)):
	  	$	            	  
		  	  
	  
	 
		
	 (c)    Total (Line A.1(a) plus Line A.1(b)):
	  	$	            	  
		  	  
	  
	 
		
	 2.      Demonstrate compliance with Section 7.10:
	  			
		
	 (a)    Non-OLP Pro Forma EBITDA:
	  	$	            	  
		  	  
	  
	 
		
	 (b)    Calculate Non-OLP Indebtedness Limitation
	  			
		
	 (.5 times Non-OLP Pro Forma EBITDA (line A.2(a)):
	  	$	            	  
		  	  
	  
	 
		
	 (c)    Is the aggregate amount of Indebtedness outstanding for the Non-OLP Subsidiaries (line A.1(c)) greater
than the Non-OLP Indebtedness Limitation (line A.2(b))?
	  			
		
	
        Yes     ̈
	  			
		
	
        No     ̈
	  			
		
	 (d)    If yes, please answer the following:
	  			
		
	 (i)     State the amount of excess Indebtedness:
	  	$	            	  
		  	  
	  
	 
		
	 (ii)    How much of the excess Indebtedness is attributable to Excess Swap Termination Value?
	  	$	            	  
		  	  
	  
	 
		
	 (iii)  Specify in reasonable detail method and timing of cure of such excess Indebtedness pursuant to
Section 7.10.
	  			
	
	 B.     Indebtedness of the Operating Partnership and the Operating Partnership
Subsidiaries
	         

		
	 1.      Calculate aggregate amount of Indebtedness outstanding for the Operating Partnership and
the Operating Partnership Subsidiaries:
	  			
		
	 (a)    Total amount of Indebtedness outstanding for the Operating Partnership and the Operating Partnership
Subsidiaries other than Indebtedness attributable to Excess Swap Termination Value:
	  	$	            	  
		  	  
	  
	 
		
	 (b)    Excess Swap Termination Value (line C.3(b)):
	  	$	            	  
		  	  
	  
	 









					
		
	 (c)    Total (line B.1(a) plus Line B.1(b)):
	  	$	            	  
		  	  
	  
	 
		
	 2.      Demonstrate compliance with Section 7.11:
	  			
		
	 (a)    State the outstanding consolidated capitalization of the Operating Partnership and the Operating
Partnership Subsidiaries:
	  	$	            	  
		  	  
	  
	 
		
	 (b)    Calculate the OLP Indebtedness Limitation (.60 times the outstanding consolidated
capitalizationof the Operating Partnership and the Operating Partnership Subsidiaries (line B.2(a))):
	  	$	            	  
		  	  
	  
	 
		
	 (c)    Is the aggregate amount of Indebtedness outstanding for the Operating Partnership and the Operating
Partnership Subsidiaries (line B.1(c)) greater than the OLP Indebtedness Limitation (line B.2(b))?
	  			
		
	
        Yes     ̈
	  			
		
	
        No     ̈
	  			
		
	 (d)    If yes, please answer the following:
	  			
		
	 (i)     State the amount of excess Indebtedness:
	  	$	            	  
		  	  
	  
	 
		
	 (ii)    How much of the excess Indebtedness is attributable to
	  			
		
	 Excess Swap Termination Value?
	  	$	            	  
		  	  
	  
	 
	
	 (iii)  Specify in reasonable detail the method and timing of cure of such excess Indebtedness pursuant to
Section 7.11.
	       

		
	 C.     Excess Swap Termination Value
	  			
		
	 1.      State net amount of all mark-to-market obligations of all Swap Contracts to which a
Subsidiary of the Borrower is obligated as a counterparty ora guarantor:
	  	$	            	  
		  	  
	  
	 
		
	 (A negative number indicates a net aggregate amount owed by Subsidiaries; a positive number indicates a net aggregate amount owed to
Subsidiaries)
	  			
		
	 2.      Is line C.1 less than negative $150,000,000?
	  			
		
	         Yes     ̈
	  			
		
	
        No     ̈
	  			
		
	 3.      If yes, calculate the Ratable Share of the amount less than negative
$150,000,000:
	  			
		
	 (a)    State aggregate Swap Termination Value of all Swap Obligations and Guarantee Obligations of Swap
Obligations of the Non-OLP Subsidiaries:
	  	$	            	  
		  	  
	  
	 
		
	 (b)    State aggregate Swap Termination Value of all Swap Obligations and Guarantee Obligations of Swap
Obligations of the Operating Partnership and the Operating Partnership Subsidiaries:
	  	$	            	  
		  	  
	  
	 









					
		
	 (c)    The Ratable Share of Excess Termination Value of the Non-OLP Subsidiaries ((line C.3(a) divided
by line C.1) times the amount less than negative $150,000,000):
	  	 	$                        	  
		
	 (d)    The Ratable Share of Excess Termination Value of the Operating Partnership and Operating Partnership
Subsidiaries ((line C.3(b) divided by line C.1) times the amount less than negative $150,000,000):
	  	 	$