Exhibit
10.1


 


Executable
Copy


 


 


 


 


 


 


 


CREDIT
AGREEMENT


 


Dated
as of December 18, 2007


 


among


 


ENBRIDGE
ENERGY PARTNERS, L.P.,


as Borrower,


 


Enbridge
(U.S.) Inc.


as Lender


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
        DEFINITIONS
  AND ACCOUNTING TERMS

  	
  1

  
	
  1.01

  	
   

  	
  Defined Terms

  	
  1

  
	
  1.02

  	
   

  	
  Other Interpretive
  Provisions

  	
  5

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
  5

  
	
  1.04

  	
   

  	
  Rounding

  	
  5

  
	
  1.05

  	
   

  	
  References to
  Agreements and Laws

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
        THE
  COMMITMENTS AND CREDIT EXTENSIONS

  	
  6

  
	
  2.01

  	
   

  	
  Committed Loans

  	
  6

  
	
  2.02

  	
   

  	
  Borrowings, Conversions
  and Continuations of Loans

  	
  6

  
	
  2.03

  	
   

  	
  Prepayments

  	
  7

  
	
  2.04

  	
   

  	
  Reduction or
  Termination of Commitments

  	
  7

  
	
  2.05

  	
   

  	
  Repayment of Loans

  	
  7

  
	
  2.06

  	
   

  	
  Applicable Rate

  	
  8

  
	
  2.07

  	
   

  	
  Interest

  	
  8

  
	
  2.08

  	
   

  	
  Fees

  	
  8

  
	
  2.09

  	
   

  	
  Computation of Interest
  and Fees

  	
  9

  
	
  2.10

  	
   

  	
  Evidence of Debt

  	
  9

  
	
  2.11

  	
   

  	
  Payments Generally

  	
  9

  
	
  2.12

  	
   

  	
  Increase in Commitments

  	
  10

  
	
  2.13

  	
   

  	
  Inability to Determine
  Rates

  	
  10

  
	
  2.14

  	
   

  	
  Funding Losses

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
        CONDITIONS
  PRECEDENT TO CREDIT EXTENSIONS

  	
  11

  
	
  3.01

  	
   

  	
  Conditions of Initial
  Credit Extension

  	
  11

  
	
  3.02

  	
   

  	
  Conditions to all
  Credit Extensions

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
        REPRESENTATIONS
  AND WARRANTIES

  	
  11

  
	
  4.01

  	
   

  	
  Existence,
  Qualification and Power; Compliance with Laws

  	
  11

  
	
  4.02

  	
   

  	
  Authorization; No
  Contravention

  	
  11

  
	
  4.03

  	
   

  	
  Governmental
  Authorization

  	
  11

  
	
  4.04

  	
   

  	
  Binding Effect

  	
  12

  
	
  4.05

  	
   

  	
  Financial Statements

  	
  12

  
	
  4.06

  	
   

  	
  No Default

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
        AFFIRMATIVE
  COVENANTS

  	
  12

  
	
  5.01

  	
   

  	
  Financial Statements

  	
  12

  
	
  5.02

  	
   

  	
  Payment of Obligations

  	
  13

  
	
  5.03

  	
   

  	
  Preservation of
  Existence, Etc

  	
  13

  
	
  5.04

  	
   

  	
  Compliance with Laws

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
        NEGATIVE
  COVENANTS

  	
  13

  
	
  6.01

  	
   

  	
  Liens

  	
  13

  
	
  6.02

  	
   

  	
  Investments

  	
  14

  
	
  6.03

  	
   

  	
  Indebtedness

  	
  15

  
	
  6.04

  	
   

  	
  Mergers; Sale of Assets

  	
  17

  
	
  6.05

  	
   

  	
  Consolidated Leverage
  Ratio

  	
  18

  
	
  6.06

  	
   

  	
  Indebtedness of Non-OLP
  Subsidiaries

  	
  18

  
	
  6.07

  	
   

  	
  Indebtedness of the
  Operating Partnership and the Operating Partnership Subsidiaries

  	
  18

  



 


i

















 


	
  ARTICLE VII.

  	
        EVENTS
  OF DEFAULT AND REMEDIES

  	
  19

  
	
  7.01

  	
   

  	
  Events of Default

  	
  19

  
	
  7.02

  	
   

  	
  Remedies Upon Event of
  Default

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  	
        MISCELLANEOUS

  	
  20

  
	
  8.01

  	
   

  	
  Amendments, Etc.

  	
  20

  
	
  8.02

  	
   

  	
  Notices and Other
  Communications; Facsimile Copies

  	
  20

  
	
  8.03

  	
   

  	
  No Waiver; Cumulative
  Remedies

  	
  21

  
	
  8.04

  	
   

  	
  Payments Set Aside

  	
  21

  
	
  8.05

  	
   

  	
  Successors and Assigns

  	
  22

  
	
  8.06

  	
   

  	
  Interest Rate
  Limitation

  	
  22

  
	
  8.07

  	
   

  	
  Counterparts

  	
  22

  
	
  8.08

  	
   

  	
  Integration

  	
  22

  
	
  8.09

  	
   

  	
  Severability

  	
  23

  
	
  8.10

  	
   

  	
  Governing Law

  	
  23

  
	
  8.11

  	
   

  	
  Waiver of Right to
  Trial by Jury

  	
  23

  
	
  8.12

  	
   

  	
  USA PATRIOT Act Notice

  	
  23

  
	
  8.13

  	
   

  	
  ENTIRE AGREEMENT

  	
  23

  
	
   

  	
  SIGNATURES

  	
  S-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


ii

















 


	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.01

  	
  Commitments

  	
   

  
	
  4.05

  	
  Material Events

  	
   

  
	
  6.01

  	
  Existing Liens

  	
   

  
	
  6.03

  	
  Existing Indebtedness

  	
   

  
	
  8.02

  	
  Lender’s Office,
  Addresses for Notices

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
   

  	
  Form of

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
  Loan Notice

  	
   

  
	
  B

  	
  Loan Note

  	
   

  
	
  C

  	
  Assignment and
  Assumption Agreement

  	
   

  
	
  D

  	
  Subordination Agreement

  	
   

  



 


iii












 


CREDIT
AGREEMENT


 


THIS CREDIT AGREEMENT (this “Agreement”)
dated as of December 18, 2007 is made and entered into by and among ENBRIDGE ENERGY PARTNERS, L.P., a Delaware
limited partnership (the “Borrower”), and ENBRIDGE
(U.S.) INC., a Delaware corporation (the “Lender”).


 


WHEREAS, the Borrower has
requested that the Lender provide certain loans to the Borrower.


 


WHEREAS, the Lender has
agreed to make such loans subject to the terms and conditions of this
Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:


 


ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS


 


1.01       
Defined Terms. 
Capitalized terms used but not otherwise defined herein shall have the meanings
set forth therefor, mutatis mutandis,
in the Second Amended and Restated Credit Agreement dated as of April 4,
2007 (the “Bank Facility”), by and among Enbridge Energy Partners, L.P., each
lender from time to time party hereto, Bank of America, N.A., and Wachovia
Bank, National Association, as such Bank Facility may be amended from time to
time, unless, one of the parties hereto objects to the incorporation of the
changes to the Bank Facility defined terms within 15 Business Days of such
amendment. The following terms shall have the meanings set forth below:


 


“Acquisition Period”
means the period beginning with the date of payment of the purchase price for a
Specified Acquisition (the “Acquisition Closing Date”) and continuing
through the earliest of (a) the last day of the second fiscal quarter
following the quarter in which the Acquisition Closing Date occurs,
(b) the date designated by the Borrower as the termination date of such
Acquisition Period, or (c) the Quarter End Date on which the Borrower is
in compliance with Section 6.05  as such compliance is determined as if such
period was not the Acquisition Period.  As used in this definition, “Specified
Acquisition” means any one or more transactions (a) consummated during
a consecutive 9-month period pursuant to which the Borrower or one or more of
its Subsidiaries, or any combination of the foregoing, directly or indirectly,
whether in the form of capital expenditure, an investment, a merger, a
consolidation, an amalgamation or otherwise and whether through a solicitation
of tender of equity interests, one or more negotiated block, market, private or
other transactions, or any combination of the foregoing, acquires for an
aggregate purchase price of not less than $50,000,000 (i) all or
substantially all of the business or assets of any other Person or operating
division or business unit of any other Person or (ii) more than 50% of the
equity interests in any other Person and (b) designated by the Borrower to
the Lender as a “Specified Acquisition” (such designation may be made at any
time during an Acquisition Period that began on the Acquisition Closing Date
for such Specified Acquisition); provided that following a designation
of a Specified Acquisition, the Borrower may not designate a subsequent
Specified Acquisition unless, after the end of the most recent Acquisition
Period there shall have occurred at least one Quarter End Date on which the
Borrower is in compliance with Section 6.05, as such compliance is
determined as if such period was not an Acquisition Period.  As used in
this definition, “Quarter End Date” means the last date of a fiscal
quarter.


 


“Applicable
Rate” has the meaning specified in Section 2.06.


 


“Base Rate” means
for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for
such day as publicly announced from


 


1

















 


time to time by Bank of America as its “prime
rate.”  Such prime rate is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
prime rate.  Any change in such prime rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change. If for any reason the “prime rate” set by Bank of
America has not been announced for such day, then such rate as set and publicly
announced by Wachovia for such day shall be used.


 


“Borrower” has the
meaning set forth in the introductory paragraph hereto, and includes its
successors and assigns permitted hereby, if any.


 


“Borrowing” means
a borrowing consisting of simultaneous Loans of the same Type and having the
same Interest Period made by the Lender pursuant to Section 2.01.


 


“Closing Date”
means the first date all the conditions precedent in Section 3.01
are satisfied or waived.


 


“Commitment” means
the Lender’s obligation to make Committed Loans to the Borrower pursuant to Section 2.01
in an aggregate principal amount at any time outstanding not to exceed the
amount set forth opposite the Lender’s name on Schedule 2.01, as such
amount may be reduced or adjusted from time to time in accordance with this
Agreement.


 


“Committed Loan”
has the meaning specified in Section 2.01.


 


“Credit Extension”
means a Borrowing.


 


“Debt Rating”
means, as of any date of determination, the rating as determined by either
S&P or Moody’s (collectively, the “Debt Ratings”) of the Borrower’s
non-credit-enhanced, senior unsecured long-term debt; provided that if a Debt
Rating is issued by each of the foregoing rating agencies, then the higher of
such Debt Ratings shall apply (with Pricing Level 1 being the highest and Pricing
Level 6 being the lowest), unless there is a split in Debt Ratings of more than
one level, in which case the level that is one level lower than the higher Debt
Rating shall apply..


 


“Event of Default”
means any of the events or circumstances specified in Article VII.


 


“Excluded Subsidiary
Transfer Restrictions” means restrictions of the type described in clauses
(w), (x), (y), or (z) of the definition of Intercompany Restrictions,
other than restrictions of the type described in clause (z) which are
otherwise excepted by any of clauses (B)(d), (B)(e), (B)(f), (B)(g), or (B)(h),
(a) which are set forth in agreements governing Refinancings of or other
amendments to Indebtedness of the Borrower that were not set forth in the
agreements governing such Indebtedness prior to such Refinancing or amendment,
or (b) which would be Intercompany Restrictions absent the exception set
forth in clause (B)(c) of Section 6.03(a)(i).


 


“Indebtedness”
means, as to any Person at a particular time, all of the following (without
duplication):


 


(a)          
all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;


 


2

















 


(b)          
any direct or contingent obligations of such Person arising under letters of
credit (including standby and commercial), banker’s acceptances, bank
guaranties, surety bonds and similar instruments;


 


(c)          
Intentionally Blank;


 


(d)          
whether or not so included as liabilities in accordance with GAAP, all
obligations of such Person to pay the deferred purchase price of property or
services except trade accounts payable arising in the ordinary course of
business of such Person, and indebtedness (excluding prepaid interest thereon)
secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(e)          
capital leases; and


 


(f)           
all Guarantee Obligations of such Person in respect of any of the foregoing;
and


 


(g)          
for the purposes of determining compliance with the applicable provisions of Sections
6.06 or 6.07, obligations of such Person under Swap Contracts, and
Guarantee Obligations of such Person in respect of Swap Contracts, but only to
the extent of Excess Swap Termination Value.  For purposes of Section 6.06,
Indebtedness of the Non-OLP Subsidiaries shall be calculated quarterly and
include the Non-OLP Subsidiaries’ Ratable Share of Excess Swap Termination
Value as of the relevant quarter-end date of determination, and for purposes of
Section 6.07, Indebtedness of the Operating Partnership and the
Operating Partnership Subsidiaries shall be calculated quarterly and include
the Operating Partnership’s and the Operating Partnership Subsidiaries’ Ratable
Share of Excess Swap Termination Value as of the relevant quarter-end date of
determination.


 


For all purposes hereof,
the Indebtedness of any Person shall include, without duplication, the
Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person by its governing agreements and applicable law
except for customary exceptions acceptable to the Required Lender.  The
amount of any capital lease as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.  The amount
of any net obligation under any Swap Contract, and the amount of any Guarantee
Obligations in respect of any Swap Contract, on any date shall be deemed to be
the Swap Termination Value of such Swap Contract as of such date.


 


“Intercompany
Restrictions” has the meaning set forth in Section 6.03(a)(i).


 


“Lender” means Enbridge (U.S.) Inc. in its
capacity as Lender under any of the Loan Documents, or any successor Lender.


 


“Lender’s Office”
means the Lender’s address and, as appropriate, account as set forth on Schedule
8.02, or such other address or account as the Lender may from time to time
notify to the Borrower.


 


“Loan” means a
loan made by a Lender to Borrower pursuant to Article II of this
Agreement, in the form of a Committed Loan.


 


3

















 


“Loan Documents”
means this Agreement, each Note, each Request for Credit Extension and each
Compliance Certificate.


 


“Loan Notice”
means written or telephonic notice of (a) a Borrowing of Committed Loans,
(b) a conversion of Committed Loans from one Type to the other, or
(c) a continuation of Committed Loans as the same Type, pursuant to
Section 2.02(a), which, if in writing, shall be substantially in the
form of Exhibit A or if telephonic, shall be immediately followed
by written notice in the form of Exhibit A; provided, any
such telephone notice shall be irrevocable when given notwithstanding that it
is required to be so confirmed in writing.


 


“Maturity Date”
means the earlier of (i) the Scheduled Maturity Date or (ii) the date
upon which the Commitments may be terminated in accordance with the terms
hereof.


 


“Non-OLP Indebtedness
Limitation” has the meaning specified in Section 6.06.


 


“Note” means, a
promissory note made by the Borrower in favor of the Lender evidencing Loans
made by such Lender, substantially in the form of Exhibit B.


 


“OLP Indebtedness
Limitation” has the meaning specified in Section 6.07.


 


“Outstanding Amount”
means with respect to Committed Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Committed Loans occurring on such date.


 


“Pro Rata Share”
means, with respect to the Lender, the percentage (carried out to the ninth
decimal place) of the Commitments set forth opposite the name of such Lender on
Schedule 2.01, as such share may be adjusted as contemplated herein.


 


“Qualifying
Subordinated Indebtedness” means unsecured Indebtedness of the Borrower
owing to a Subsidiary or other Affiliate of the Borrower (in each case, other
than an Unrestricted Subsidiary) provided that (i) such Indebtedness has a
maturity date of at least six months subsequent to the Maturity Date, (ii) interest
accruing on such Indebtedness is, at the option of the Borrower payable not in
cash but in additional Indebtedness of like tenor and term, (iii) no
amortization of principal of such Indebtedness is scheduled prior to the date
that is at least six months subsequent to the Scheduled Maturity Date,
(iv) no Subsidiary of the Borrower has any Guarantee Obligation or other
repayment obligation with respect thereto, and (v) such Indebtedness is
expressly subordinated to the Obligations under the Loan Documents pursuant to
a subordination agreement in the form of Exhibit D hereto.


 


“Request for Credit
Extension” means with respect to a Borrowing, conversion or continuation of
Committed Loans, a Loan Notice.


 


“Scheduled Maturity
Date” means December 18, 2010.


 


“Threshold Amount”
means $25,000,000.


 


“Type” means, with
respect to a Committed Loan, its character as a Base Rate Loan or a Fixed
Period Eurodollar Rate Loan.


 


“Unrestricted
Subsidiaries” means any Subsidiary of the Borrower that is designated
to the Lender in writing by the Borrower as an Unrestricted Subsidiary after
the date hereof; provided, however, that no Subsidiary may be
designated as an Unrestricted Subsidiary if, (i) on the effective date of


 


4

















 


designation, a Default or Event of Default has
occurred and is continuing, (ii) the creation, formation or acquisition of
such Subsidiary would not otherwise be permitted under Section 6.04
hereof, (iii) the creation, acquisition or formation of such Subsidiary
would not be permitted under the Mortgage Note Agreements or any other material
contract or agreement to which the Borrower is a party, or (iv) based on
the financial statements most recently delivered pursuant to Section 5.01
or the good faith determination by the Borrower, such Subsidiary is a Material
Subsidiary.  If an Unrestricted Subsidiary becomes a Material Subsidiary,
such Subsidiary shall no longer be deemed an Unrestricted Subsidiary.


 


 


1.02       
Other
Interpretive Provisions.


 


(a)          
The meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.


 


(b)          
(i)            The words
“herein” and “hereunder” and words of similar import when used in
any Loan Document shall refer to such Loan Document as a whole and not to any
particular provision thereof.


 


(ii)          
Unless otherwise specified herein, Article, Section, Exhibit and Schedule
references are to this Agreement.


 


(iii)         
The term “including” is by way of example and not limitation.


 


(iv)         
The term “documents” includes any and all instruments, documents,
agreements, certificates, notices, reports, financial statements and other
writings, however evidenced.


 


(v)          
The verb “continue”, and its usage in correlative forms, with reference
to a Default or an Event of Default, shall mean that such Default or Event of
Default has occurred and continues and, if applicable, after the passage of the
applicable notice or cure period continues uncured, unwaived or otherwise
unremedied, or with respect to the event or circumstance giving rise thereto,
and after the passage of the applicable notice or cure period, continues
uncured, unwaived or otherwise unremedied.


 


(c)          
In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the
words “to” and “until” each mean “to but excluding;” and
the word “through” means “to and including.”


 


(d)          
Section headings herein and the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.


 


1.03       
Accounting Terms. 
All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied
on a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.


 


1.04       
Rounding. 
Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).


 


5

















 


1.05       
References to Agreements and Laws.  Unless otherwise expressly provided herein,
(a) references to documents (including the Loan Documents) shall be deemed
to include all subsequent amendments, restatements, extensions, supplements and
other modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not
prohibited by any Loan Document, and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.


 


ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01       
Committed Loans. 
Subject to the terms and conditions set forth herein, the Lender agrees to make
loans (each a “Committed Loan”) to the Borrower from time to time on any
Business Day during the period from the Closing Date to the Maturity Date, in
an aggregate amount for all Loans not to exceed at any time outstanding the
amount of the Lender’s Commitment.  Within the limits of the Lender’s
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.01, prepay under Section 2.03,
and reborrow under this Section 2.01.  Committed Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further provided herein.


 


2.02        Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)          
Each Borrowing, each conversion of Committed Loans from one Type to the other,
and each continuation of Committed Loans as the same Type shall be made upon
the relevant Borrower’s irrevocable notice to the Lender.  Each such
notice must be received by the Lender not later than 11:00 a.m., Mountain
Standard Time or Mountain Daylight Time (as applicable), (i) three
Business Days prior to the requested date of any such Borrowing of, conversion
to or continuation of any such Eurodollar Rate Loans or of any conversion of
any such Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Committed Base Rate Loans.  Each
Borrowing of, conversion to or continuation of any such Eurodollar Rate Loans
shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000
in excess thereof.  Each Borrowing of or conversion to any such Base Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof.  Each Loan Notice shall specify
(i) whether the Borrower is requesting a Borrowing, a conversion of
Committed Loans from one Type to the other, or a continuation of Committed
Loans as the same Type, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Committed Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed or to which existing
Committed Loans are to be converted, and (v) if applicable, the duration
of the Interest Period with respect thereto.  If the Borrower fails to
specify a Type of Committed Loan in a Loan Notice or if the Borrower fails to
give a timely notice requesting a conversion or continuation, then the
applicable Committed Loans shall be made or continued as, or converted to, Base
Rate Loans.  Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans.  If the Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
such Loan Notice, but fails to specify an Interest Period, it will be deemed to
have specified an Interest Period of one month.


 


(b)          
Following receipt of a Loan Notice and if such Borrowing is the initial Credit
Extension, Borrower’s satisfaction of the conditions in Section 3.01,
the Lender shall make the funds available to the Borrower either by wire
transfer of such funds, in each case in accordance with instructions provided
to the Lender by the Borrower.


 


(c)          
Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or
converted only on the last day of the Interest Period for such Eurodollar Rate
Loan.  During the existence


 


6

















 


of a Default or Event of Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Lender, and the Lender may demand that any or all of the then
outstanding Eurodollar Rate Loans be converted to Base Rate Loans at the end of
the respective Interest Periods therefor, if at the end of such periods, a
Default or an Event of Default is then in existence.


 


(d)          
The Lender shall promptly notify the Borrower of the interest rate applicable
to any Fixed Period Eurodollar Rate Loan upon determination of such interest
rate. The determination of the Fixed Period Eurodollar Rate by the Lender shall
be conclusive in the absence of manifest error. The Lender shall notify the
Borrower of any change in its referenced prime rate used in determining the
Base Rate promptly following the public announcement of such change.


 


2.03        
Prepayments.


 


(a)          
The Borrower may, upon notice to the Lender, at any time or from time to time
voluntarily prepay Committed Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Lender
not later than 11:00 a.m., Mountain Standard Time or Mountain Daylight Time (as
applicable), (A) three Business Days prior to any date of prepayment of Eurodollar
Rate Loans, and (B) one Business Day prior to any date of prepayment of Base
Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be
in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid. If such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein. Any prepayment of Fixed
Period Eurodollar Rate Loans shall be accompanied by all accrued interest
thereon, together with any additional amounts required pursuant to Section
2.14.


 


(b)          
If for any reason the Outstanding Amount of all Loans at any time exceeds the
Commitment then in effect, the Borrower shall immediately prepay its Loans in
an aggregate amount equal to such excess.


 


2.04        
Reduction or Termination of Commitments. The Borrower may, upon notice to the Lender,
terminate the Commitment, or permanently reduce the Commitment to an amount not
less than the then Outstanding Amount of all Loans. Once reduced in accordance
with this Section, the Commitment may not be increased. All facility fees and
utilization fees accrued until the effective date of any termination of the
Commitments shall be paid on the effective date of such termination.


 


2.05        
Repayment of Loans.


 


The Borrower shall repay
to the Lender on the Maturity Date the aggregate principal amount of Loans
outstanding on such date.


 


7
















2.06        Applicable
Rate.  The “Applicable Rate” under this Agreement
shall be the following percentages per annum, based upon the Debt Rating as set
forth below:


 


	
  Applicable Rate

  	
   

  
	
  Pricing Level

  	
   

  	
  Debt Ratings S&P/Moody’s

  	
   

  	
  Facility Fee Rate

  	
   

  	
  Applicable Rate for Eurodollar
  Loans and Applicable Rate for Letters of Credit

  	
   

  	
  Applicable Rate for Base Rate
  Loans

  	
   

  	
  Utilization Fee Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  A/A2 or higher

  	
   

  	
  .045

  	
  %

  	
  .180

  	
  %

  	
  0

  	
   

  	
  .05

  	
  %

  
	
  2

  	
   

  	
  A-/A3

  	
   

  	
  .050

  	
  %

  	
  .200

  	
  %

  	
  0

  	
   

  	
  .05

  	
  %

  
	
  3

  	
   

  	
  BBB+/Baa1

  	
   

  	
  .070

  	
  %

  	
  .230

  	
  %

  	
  0

  	
   

  	
  .05

  	
  %

  
	
  4

  	
   

  	
  BBB/Baa2

  	
   

  	
  .090

  	
  %

  	
  .310

  	
  %

  	
  0

  	
   

  	
  .05

  	
  %

  
	
  5

  	
   

  	
  BBB-/Baa3

  	
   

  	
  .110

  	
  %

  	
  .440

  	
  %

  	
  0

  	
   

  	
  .05

  	
  %

  
	
  6

  	
   

  	
  Lower than BBB-/Baa3 or unrated

  	
   

  	
  .125

  	
  %

  	
  .575

  	
  %

  	
  0

  	
   

  	
  .10

  	
  %

  



 


Initially, the Applicable
Rate shall be determined based upon the Debt Rating of BBB/Baa2.  Thereafter, each change in the Applicable
Rate resulting from a publicly announced change in the Debt Rating shall be
effective during the period commencing on the date of the public announcement
thereof and ending on the date immediately preceding the effective date of the
next such change.


 


2.07        Interest.


 


(a)           Subject to the provisions of
subsection (b) below, (i) each Fixed Period Eurodollar Rate Loan
shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Fixed Period Eurodollar Rate
for such Interest Period plus the
Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.


 


(b)           In the event any amount due hereunder or
under any other Loan Document (including, without limitation, any interest
payment) is not paid when due (whether by acceleration or otherwise), the
Borrower shall pay interest on such unpaid amount (including, without
limitation, interest on interest) at a fluctuating interest rate per annum
equal to the Default Rate to the fullest extent permitted by applicable Law.  Accrued and unpaid interest on past due
amounts (including interest on past due interest) shall be due and payable upon
demand.


 


(c)           Interest on each Loan shall be due
and payable in arrears on each Interest Payment Date applicable thereto and at
such other times as may be specified herein. 
Interest hereunder shall be due and payable in accordance with the terms
hereof before and after judgment, and before and after the commencement of any
proceeding under any Debtor Relief Law.


 


2.08        Fees.


 


(a)           Facility
Fee.  The Borrower shall pay
to the Lender a facility fee equal to the Applicable Rate multiplied by the
actual daily amount of the Commitment, regardless of usage.  The facility fee shall accrue at all times
from the Closing Date until the Maturity Date and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date.  The facility
fee shall be calculated quarterly in arrears, and if there is any change in the
Applicable Rate during any quarter, the 


 


8

















 


actual daily amount shall
be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.  The facility fee shall accrue at all times,
including at any time during which one or more of the conditions in Article III is not met.


 


(b)           Utilization Fee.  The Borrower shall pay to the Lender a
utilization fee equal to the Applicable Rate multiplied by the actual daily
aggregate Outstanding Amount of Loans for each day that such aggregate
Outstanding Amount exceeds 50% of the Commitment.  The utilization fee shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date.  The
utilization fee shall be calculated quarterly in arrears.  The utilization fee shall accrue at all
times, including at any time during which one or more of the conditions in Article III
is not met.


 


2.09        Computation of Interest and Fees. 
Computation of interest on Base Rate Loans shall be calculated on the
basis of a year of 365 or 366 days, as the case may be, and the actual number
of days elapsed.  Computation of all other
types of interest and all fees shall be calculated on the basis of a year of
360 days and the actual number of days elapsed, which results in a higher yield
to the payee thereof than a method based on a year of 365 or 366 days.  Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the
same day on which it is made shall bear interest for one day.


 


2.10        Evidence
of Debt.


 


The Credit Extensions
made by the Lender shall be evidenced by one or more accounts or records
maintained by the Lender.  The accounts
or records maintained by the Lender shall be conclusive absent manifest error
of the amount of the Credit Extensions made by the Lender to the Borrower and
the interest and payments thereon.  Any
failure so to record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Loans.  Upon
the request of the Lender, the Loans may be evidenced by a Note, in addition to
such accounts or records.  The Lender may
attach schedules to the Note and endorse thereon the date, Type (if
applicable), amount and maturity of the applicable Loans and payments with
respect thereto.


 


2.11        Payments
Generally.


 


(a)           All payments to be made by the
Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Lender at the Lender’s Office in Dollars and in
immediately available funds not later than 12:00 noon, Mountain Standard Time or Mountain
Daylight Time (as applicable), on the date specified
herein.  All payments received by the
Lender after 12:00 noon, Mountain
Standard Time or Mountain Daylight Time (as applicable),
shall be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.


 


(b)           Subject to the definition of “Interest
Period,” if any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.


 


(c)           If at any time insufficient funds are
received by and available to the Lender to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses incurred by
the Lender, (ii) second, toward
repayment of interest and fees then due hereunder, and (iii) third, toward repayment of principal then due
hereunder.


 


9

















 


(d)           Nothing herein shall be deemed to
obligate the Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by the Lender that it has obtained or
will obtain the funds for any Loan in any particular place or manner.


 


2.12        Increase in Commitments.


 


(a)           Request for Increase.  Provided there exists no Default or Event of
Default, upon notice to the Lender, the Borrower shall have the right to
effectuate from time to time and at any time, in accordance with the terms
hereof, an increase in the aggregate amount of the then Commitment provided
that (i) the aggregate Commitment as so increased may not exceed
$500,000,000, and (ii) any such request for an increase shall be in a
minimum amount of $10,000,000, and in multiples of $5,000,000 in excess
thereof.


 


(b)           Effective Date and Allocations.  If the aggregate amount of Commitment is
increased in accordance with this Section, the Lender and the Borrower shall
determine the respective effective date thereof (the “Increase Effective
Date”).


 


(c)           Conflicting Provisions.  This Section shall supersede any
provisions in Section 8.01 to the contrary.


 


2.13        Inability to Determine Rates. If the Lender determines in connection
with any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the
applicable offshore Dollar market for the applicable amount and Interest Period
of such Eurodollar Rate Loan, (b) adequate and reasonable means do not
exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (c) the
Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly
reflect the cost to the Lender of funding such Eurodollar Rate Loan, the Lender
will promptly notify the Borrower. 
Thereafter, the obligation of the Lender to make or maintain Eurodollar
Rate Loans shall be suspended until the Lender revokes such notice.  Upon receipt of such notice, the Borrower
may, without liability for any attendant breakage costs, revoke any pending
request for a Borrowing, conversion or continuation of Eurodollar Rate Loans
or, failing that, will be deemed to have converted such request into a request
for a Borrowing of Base Rate Loans in the amount specified therein.


 


2.14        Funding Losses. Upon demand of the Lender from time to
time (which demand shall be accompanied by a certificate of such Lender setting
forth in reasonable detail the amount demanded, the bases therefor and the
calculations in respect thereto, which shall be conclusive in the absence of
manifest error), the Borrower shall promptly compensate the Lender for and hold
the Lender harmless from any loss, cost or expense incurred by it as a result
of:


 


(a)           any continuation, conversion, payment
or prepayment of any Loan made to such Borrower other than a Base Rate Loan on
a day other than the last day of the Interest Period for such Loan (whether
voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)           any failure by the Borrower (for a
reason other than the failure of the Lender to make a Loan) to prepay, borrow,
continue or convert any Loan made to the Borrower other than a Base Rate Loan
on the date or in the amount notified by the Borrower; or


 


including any loss of
anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained.  All of the Borrower’s obligations under this Section 2.14
shall survive termination of the Commitments and payment in full of all the
other Obligations.


 


10

















 


ARTICLE III.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


3.01        Conditions of Initial Credit Extension. 
The obligation of the Lender to make its initial Credit Extension
hereunder is subject to the Lender’s receipt of executed counterparts of this
Agreement, sufficient in number for distribution to the Lender and the
Borrower, each of which shall be originals or facsimiles (followed promptly by
originals) unless otherwise specified, and properly executed by a Responsible
Officer of the Borrower.


 


3.02        Conditions
to all Credit Extensions


 


The obligation of the Lender to honor any Request for
Credit Extension (other
than a Loan Notice requesting only a conversion of Committed Loans to the other
Type, or a continuation of Eurodollar Rate Loans as the same Type)
is subject to the condition precedent that no Default or Event of Default shall
exist, or would result from such proposed Credit Extension. Each Request for
Credit Extension submitted by the Borrower shall be deemed to be a
representation and warranty that the condition specified in Section 3.02 has been satisfied on and
as of the date of the applicable Credit Extension.


 


ARTICLE IV.

REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and warrants as set forth
below:


 


4.01        Existence, Qualification and Power;
Compliance with Laws.


 


(a)           The Borrower is duly organized,
validly existing and has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to own its
assets, carry on its business and to execute, deliver, and perform its
obligations under the Loan Documents to which it is a party.


 


(b)           The Borrower and each Subsidiary is
in compliance with all Laws (including Environmental Laws), except in each case
referred to in clause (a) or this clause (b), to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect.


 


4.02        Authorization; No Contravention. 
The execution, delivery and performance by the Borrower of each Loan
Document has been duly authorized by all necessary corporate or other
organizational action, and does not and will not (a) violate the terms of
any of the Borrower’s Organization Documents, (b) 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 (c) violate any Law, in each case
with respect to the preceding clauses (a) through (c), which would
reasonably be expected to have a Material Adverse Effect.


 


4.03        Governmental Authorization. 
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 any Loan Document.


 


11

















 


4.04        Binding
Effect.


 


This Agreement has been, and each other Loan Document,
when delivered hereunder, will have been, duly executed and delivered by the
Borrower.  This Agreement constitutes,
and each other Loan Document when so delivered will constitute, a legal, valid
and binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors’ rights and to general equity principles.


 


4.05        Financial
Statements .


 


The Audited Financial
Statements (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; (ii) fairly present the financial condition of the Borrower and
its Subsidiaries and Unrestricted Subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (iii) together with the footnotes thereto,
reflect all material indebtedness and other liabilities, direct or contingent,
of the Borrower and its Subsidiaries and Unrestricted Subsidiaries as of the
date thereof, including liabilities for taxes, material commitments and
Indebtedness in accordance with GAAP consistently applied throughout the period
covered thereby.


 


(b)           Other than as set forth on Schedule
4.05, since the date of the Audited Financial Statements to the Closing Date,
there has been no event or circumstance that has, or could reasonably be
expected to have, a Material Adverse Effect.


 


4.06        No Default. 
Neither the Borrower nor any Material Subsidiary is in default under any
Contractual Obligation which could be reasonably expected to have a Material
Adverse Effect.  No Default or Event of
Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document.


 


ARTICLE V.

AFFIRMATIVE COVENANTS


 


So long as the Lender shall have any Commitment
hereunder or any Loan or other Obligation shall remain unpaid, the Borrower
shall, and shall cause each Subsidiary to:


 


5.01        Financial Statements. 
Deliver to the Lender:


 


(a)           as soon as available, a consolidated
balance sheet of the Borrower and its Subsidiaries and Unrestricted
Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income and cash flows for such fiscal year on Form 10-K as
filed with the Securities and Exchange Commission, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail, audited and accompanied by a report and opinion of an independent certified
public accountant of nationally recognized standing selected by the Borrower,
which report and opinion shall be prepared in accordance with GAAP and shall
not be subject to any qualifications or exceptions as to the scope of the audit
nor to any qualifications and exceptions not reasonably acceptable to the
Lender; and


 


(b)           as soon as available, a consolidated
balance sheet of the Borrower and its Subsidiaries and Unrestricted
Subsidiaries as at the end of each of the first three fiscal quarters and the
related consolidated statements of income and cash flows for such fiscal
quarter and for the portion of the Borrower’s fiscal year then ended, on Form 10-Q
as filed with the Securities and Exchange Commission, 


 


12

















 


setting forth in each
case in comparative form the figures for the corresponding fiscal quarter of
the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail.


 


Documents required to be
delivered pursuant to subsections (a) or (b) (to the
extent any such documents are included in materials otherwise filed with the
Securities and Exchange Commission) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto, on the Borrower’s
website on the Internet at the website address listed on Schedule 8.02;
or (ii) on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”)
of the Securities and Exchange Commission.


 


5.02        Payment of Obligations. 
Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all tax liabilities,
assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate
proceedings and adequate reserves in accordance with GAAP are being maintained
by the Borrower or relevant Subsidiary; (b) all material lawful claims
which, if unpaid, would by law become a Lien upon its property; and (c) all
Indebtedness, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such
Indebtedness.


 


5.03        Preservation of Existence, Etc. 
Except in a transaction permitted by Section 6.04 or
pursuant to statutory conversions to another form of entity as permitted by
applicable Law, preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization; and except where it will not have a Material Adverse Effect, take
all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business and
preserve or renew all of its registered patents, trademarks, trade names and
service marks.


 


5.04        Compliance with Laws. 
Comply in all material respects with the requirements of all Laws
applicable to it or to its business or property, except in such instances in
which (i) such requirement of Law is being contested in good faith or a
bona fide dispute exists with respect thereto or (ii) the failure to
comply therewith could not be reasonably expected to have a Material Adverse
Effect.


 


ARTICLE VI.

NEGATIVE COVENANTS


 


So long as the Lender has any Commitment hereunder or
any Loan or other Obligation shall remain unpaid, the Borrower shall not, nor
shall it permit any Subsidiary to, directly or indirectly:


 


6.01        Liens. 
Create, incur, assume or suffer to exist, any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:


 


(a)           Liens pursuant to any Loan Document
or the Bank Facility;


 


(b)           Liens existing on the date hereof and
listed on Schedule 6.01 and any renewals or extensions thereof, provided that the property covered thereby is
not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 6.03;


 


(c)           Liens for taxes not yet due or which
are being contested in good faith and by appropriate proceedings, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;


 


13

















 


(d)           carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 30 days or which
are being contested in good faith and by appropriate proceedings, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;


 


(e)           Liens incurred or pledges or deposits
made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;


 


(f)            Liens incurred or deposits to secure
the performance of bids, trade contracts (other than for borrowed money),
leases, statutory obligations, surety and appeal bonds (including surety and
appeal bonds related to judgments only to the extent permitted by clause (h) of
this Section 6.01), performance bonds and other obligations of a
like nature incurred in the ordinary course of business;


 


(g)           easements, rights-of-way, restrictions
and other similar charges or encumbrances which, in each case are granted,
entered into or created in the ordinary course of business of such Person;


 


(h)           attachments or other Liens securing
judgments for the payment of money not constituting an Event of Default or
securing appeal or other surety bonds related to such judgments;


 


(i)            Liens pursuant to any Mortgage or
Mortgage Note Agreement or any “Security Document”, as that term is defined in
the Mortgage Note Agreement;


 


(j)            Liens on property not covered by any
Mortgage securing obligations under Swap Contracts, provided  that
the amount of such obligations shall not exceed at any time an aggregate amount
equal to one percent (1%) of Net Tangible Assets;


 


(k)           Liens on (A) property or shares
of equity interests of a Person that becomes a Subsidiary after the Closing
Date, or (B) Acquired Assets acquired by the Borrower or a Subsidiary
after the Closing Date, including any acquisition by means of merger or
consolidation with or into the Borrower or a Subsidiary which is permitted by Section 6.04; provided
(i) such Liens were in existence at the time such Person becomes a
Subsidiary or at the time of such acquisition of such Acquired Assets, (ii) such
Liens were not created in contemplation of the acquisition of such Person or
such Acquired Assets, (iii) such Liens do not encumber property other than
property owned by such Person or the Acquired Assets then acquired, (iv) if,
as a result of the acquisition, the Indebtedness secured by such Liens is or becomes
Indebtedness of the Borrower but not Indebtedness of any Subsidiary, then the
aggregate principal amount of Indebtedness secured thereby shall not exceed the
Incremental EBITDA of the Acquired Subsidiary or such Acquired Assets,
and (v) the Borrower shall have demonstrated in writing to the reasonable
satisfaction of the Required Lender that the secured Indebtedness created,
incurred, assumed or permitted to exist referred to in the preceding
clause (iv) was permitted pursuant to Section 6.03;


 


(l)            Liens on property or assets of any
Subsidiary securing Indebtedness of such Subsidiary owing to the Borrower; and


 


(m)          in addition to Liens permitted by the
foregoing clauses (a) through (l), other Liens securing Indebtedness, provided that in no event will the aggregate
amount of Indebtedness secured by such other Liens exceed at any time an amount
equal to 1% of Net Tangible Assets.


 


6.02        Investments. 
Purchase or otherwise acquire the capital stock or other equity of any
other Person if such purchase or other acquisition violates the Borrower’s
partnership agreement.


 


14

















 


6.03        Indebtedness. Create, incur, assume or permit to
exist any Indebtedness, except that


 


(a)           The Borrower may create, incur,
assume or permit to exist Indebtedness as follows:


 


(i)            Indebtedness if


 


(A)          after giving effect thereto, (y) no
Event of Default shall have occurred and be continuing and (z) the
Borrower shall be in compliance with Section 6.05,
and


 


(B)           the agreements governing such
Indebtedness do not contain terms, conditions, covenants or events of
default that restrict, on terms materially more restrictive than provided in
the Loan Documents, the ability of any Subsidiary to


 


(w)                               pay distributions or dividends to the
Borrower or any Subsidiary on its capital stock or other equity or with respect
to any other interest or participation in, or measured by, its profits,


 


(x)                                   to pay any amounts owed to the Borrower
or any Subsidiary,


 


(y)                                 to make loans or advances to the Borrower
or any Subsidiary or


 


(z)                                   to transfer any of its properties or
assets to the Borrower or any Subsidiary


 


(contractual provisions that restrict any of the foregoing abilities of
any Subsidiary, other than restrictions existing under or by reason of


 


(a)                                  Indebtedness in effect on the Closing
Date and Refinancings thereof,


 


(b)                                 applicable Laws,


 


(c)                                  instruments governing Indebtedness or
capital stock or other equity of a Person or property acquired by the Borrower
or a Subsidiary (except to the extent such Indebtedness was incurred in
contemplation of such acquisition),


 


(d)                                 customary non-assignment provisions in
contracts, licenses and leases entered into in the ordinary course of business,


 


(e)                                  provisions contained in documents
creating Liens permitted by Section 6.01 which restrict the ability
of the Borrower or a Subsidiary to transfer the assets that are subject to such
Liens,


 


(f)                                    provisions in documents, other than those
included in the preceding clause (e), creating purchase money obligations for
property acquired in the ordinary course of business, which restrict the
ability of the Borrower or a Subsidiary to transfer the assets acquired with
the proceeds of such purchase money financing,


 


(g)                                 customary provisions in bona fide
contracts for the sale of property or assets,


 


15

















 


(h)           provisions with
respect to the disposition or distribution of assets in joint venture
agreements or other similar agreements entered into in the ordinary course of
business, and


 


(i)            any Hybrid Security
or indenture, document, agreement or security entered into or issued in
connection with a Hybrid Security and constituting a restriction or condition
on an issuer of any Hybrid Security from taking any of the actions set forth in
clauses (w) through (z) of this Section,


 


are collectively referred to as “Intercompany
Restrictions”);


 


(ii)           Indebtedness of the Borrower on the
Closing Date and described in Schedule 6.03;


 


(iii)          Qualifying Subordinated Indebtedness;


 


(iv)          Indebtedness hereunder or under any
other Loan Document or under the Bank Facility;


 


(v)           Indebtedness secured by Liens that
are permitted to be created, incurred, assumed or suffered to exist pursuant to
Section 6.01(m); and


 


(vi)          the Refinancing, in whole or part, of
Indebtedness incurred in compliance with the foregoing clauses of this Section 6.03(a),
provided  that, no such Indebtedness is increased at the time of
any such Refinancing, other than by the additional amount of premium, if any,
and accrued interest on such Indebtedness and reasonable expenses incurred in
connection therewith,


 


provided that no governing agreement with respect to any
Indebtedness incurred in compliance with clause (iii) or (v) of
this Section 6.03(a), or Refinancing of any Indebtedness incurred
pursuant to clause (iii) or (v) of this Section 6.03(a),
shall contain Intercompany Restrictions.


 


(b)           The Non-OLP Subsidiaries may create,
incur, assume or permit to exist Indebtedness as follows:


 


(i)            Indebtedness of the Non-OLP
Subsidiaries on the Closing Date and described in Schedule 6.03;


 


(ii)           Indebtedness of a Person which is in
existence at the time it becomes a Subsidiary or Indebtedness assumed by a
Subsidiary in connection with its acquisition of a Person or its acquisition of
all or substantially all of the business or assets of any Person or the
operating division or business unit of any Person provided that such
Indebtedness is in existence at the time of such acquisition, provided  that such Indebtedness was
not incurred in contemplation of the acquisition of such Person or such
property;


 


(iii)          other Indebtedness (including Hybrid
Securities issued by a Financing Vehicle and Indebtedness of the type included
in clause (g) of the definition of Indebtedness);


 


(iv)          Refinancing of Indebtedness incurred
pursuant to clause (i), (ii) or (iii) of this Section 6.03(b),
provided  that no such Indebtedness is increased at the time of
any such 


 


16

















 


Refinancing, other
than by the additional amount of premium, if any, and accrued interest on such
Indebtedness and reasonable expenses incurred in connection therewith; and


 


(v)           Indebtedness owed to the Borrower or
to any other Non-OLP Subsidiary (other than, for the avoidance of doubt, an
Unrestricted Subsidiary);


 


provided that no governing agreement with respect to any
Indebtedness otherwise permitted by this Section 6.03(b) shall
contain Intercompany Restrictions.


 


(c)           The Operating Partnership and the
Operating Partnership Subsidiaries may create, incur, assume or permit to
exist, for so long as the Operating Partnership is regulated by the Federal
Energy Regulatory Commission or any other governmental utility regulatory body,
the following Indebtedness:


 


(i)            Indebtedness of the Operating
Partnership and the Operating Partnership Subsidiaries on the Closing Date and
described in Schedule 6.03;


 


(ii)           other Indebtedness (including Hybrid
Securities issued by a Financing Vehicle and Indebtedness of the type included
in clause (g) of the definition of Indebtedness);


 


(iii)          Refinancing of Indebtedness incurred
pursuant to clause (i) or (ii) of this Section 6.03(c),
provided  that no such Indebtedness is increased at the time of
any such Refinancing, other than by the additional amount of premium, if any,
and accrued interest on such Indebtedness and reasonable expenses incurred in
connection therewith; and


 


(iv)          Indebtedness owed to the Borrower or
to the Operating Partnership or to an Operating Partnership Subsidiary (other
than, for the avoidance of doubt, an Unrestricted Subsidiary);


 


provided that no governing agreement with respect to any
Indebtedness otherwise permitted by this Section 6.03(c) shall
contain Intercompany Restrictions.


 


For purposes of determining compliance with this Section 6.03, if an item of
Indebtedness meets the criteria of more than one of the categories of
Indebtedness permitted above, the Borrower will, it its discretion, classify
(or later classify) in whole or in part such item of Indebtedness in any manner
that complies with this Section 6.03,
and such item of Indebtedness or a portion thereof may be classified (or later
upon written notice to the Lender reclassified) in whole or in part as having
been incurred under more than one of the applicable clauses above.


 


6.04        Mergers; Sale of Assets.  Merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction
or in a series of related transactions) all (or substantially all) of its
assets, or all or substantially all of the stock of or other equity interest in
any of its Subsidiaries (in each case, whether now owned or hereafter
acquired), unless:  (i) at the time
thereof and immediately after giving effect thereto no Default or Event of
Default shall have occurred and be continuing, and (ii) if the Borrower is
involved in any such transaction, it is the surviving or resultant entity or
the recipient of any such sale, transfer, lease or other disposition of assets,
and if a Subsidiary is involved in any such transaction, such Subsidiary is the
surviving or resultant entity or the recipient of any such sale, transfer,
lease or other disposition of assets; provided, however,
that in no event shall any such merger, consolidation, sale, transfer, lease or
other disposition whether or not otherwise permitted by this Section 6.04 have the effect of
releasing the Borrower from any of its obligations and liabilities under this
Agreement.


 


17


















 


6.05       
Consolidated Leverage Ratio.  As of the end of each applicable four-quarter
period, the Borrower shall maintain a ratio of (a) (i) Consolidated
Funded Debt plus, without duplication, (ii) the principal amount of Funded
Debt owed by the Borrower to Subsidiaries which does not constitute Qualifying
Subordinated Indebtedness to (b) Pro Forma EBITDA of no greater than
(1) during an Acquisition Period 5.50 to 1.00, and (2) during any
period other than an Acquisition Period as follows: (A) for periods ending
on or before March 31, 2009, 5.50 to 1.00, (B) for periods ending
June 30, 2009 and thereafter through March 31, 2010, 5.25 to 1.00,
and (C) for periods ending June 30, 2010 and thereafter, 5.00 to
1.00; provided, that if at the end of any such applicable four-quarter
period the Borrower shall not have maintained such ratio, the Borrower will
have a period of 30 days following the later of the date a Responsible Officer
of the Borrower has knowledge that such ratio has not been satisfied at the end
of such period and 30 days following the end of such period, to cure such
failure on a pro forma basis by satisfying the following clauses
(i) or (ii), or any combination of such clauses, by (i) obtaining an
equity contribution which qualifies as equity under GAAP or (ii) incurring
Qualifying Subordinated Indebtedness in a sufficient amount that had the
Borrower had such additional equity or Qualifying Subordinated Indebtedness
proceeds, or a combination of both, at or prior to the end date of such applicable
four-quarter period, the Borrower would have been in compliance with this Section 6.05
for such four-quarter period and, if the Borrower obtains such equity or such
Qualifying Subordinated Indebtedness proceeds, or any combination thereof,
during such cure period, but in no event shall such period end later than 60
days following the end of the corresponding ending four-quarter period, then it
will be deemed to be in compliance with this Section 6.05 as of the
end of such four quarter period.


 


6.06       
Indebtedness of Non-OLP Subsidiaries.  As of the end of each fiscal quarter, the
aggregate amount of Indebtedness of the Non-OLP Subsidiaries (other than
Non-OLP Inter-Company Indebtedness) shall not exceed an amount (the “Non-OLP
Indebtedness Limitation”) equal to 0.5 times Non-OLP Pro Forma EBITDA for
the four quarters then ended; provided, that to the extent that
such Indebtedness of the Non-OLP Subsidiaries does exceed the Non-OLP
Indebtedness Limitation (the amount of such excess being referred to this Section 6.06
as “excess Indebtedness”) at quarter-end, the Non-OLP Subsidiaries may cure
such excess Indebtedness by satisfying the following clause (i) or clause
(ii), or any combination of such clauses, within 30 days following the later of
the date a Responsible Officer has knowledge of such non-compliance and 30 days
following the end of such quarter (but in no event shall the cure period extend
beyond the date that is 60 days after the end of such quarter) (i) by
receiving an infusion of cash or cash equivalents in an amount that (when added
to all other cash and cash equivalents then being held by Non-OLP Subsidiaries
pursuant to this Section 6.06) equals such excess Indebtedness (or
portion thereof cured pursuant to this clause (i)), which cash or cash
equivalents shall be held by Non-OLP Subsidiaries until the calculation is done
pursuant to this Section 6.06 at the end of the next quarter, or
(ii) by reducing the aggregate outstanding amount of Indebtedness of the
Non-OLP Subsidiaries by an amount equal to such excess Indebtedness less the
amount of cash or cash equivalents infused for such quarter-end pursuant to the
preceding clause (i), if any.  If the Non-OLP Subsidiaries so timely cure
such excess Indebtedness by making such infusion or reduction, or both as
applicable, the Non-OLP Subsidiaries shall be deemed to be in compliance with
this Section 6.06 as of such quarter-end date.


 


6.07       
Indebtedness of the Operating Partnership and the Operating Partnership
Subsidiaries.  As
of the end of each fiscal quarter, the aggregate amount of Indebtedness of the
Operating Partnership and the Operating Partnership Subsidiaries (other than
OLP Inter-Company Indebtedness) shall not exceed an amount (the “OLP
Indebtedness Limitation”) equal to 60% of the outstanding consolidated
capitalization (calculated without regard to noncash adjustments to equity) of
the Operating Partnership and the Operating Partnership Subsidiaries as of such
quarter-end date; provided, that to the extent that outstanding Indebtedness
of the Operating Partnership and the Operating Partnership Subsidiaries (other
than OLP Inter-Company Indebtedness) does exceed the OLP Indebtedness
Limitation (the amount of such excess being referred to this Section 6.07
as “excess Indebtedness”) at quarter-end, 


 


 


18


























 





 


the Operating Partnership and the Operating
Partnership Subsidiaries may cure such excess Indebtedness by satisfying the
following clause (i) or clause (ii), or any combination of such clauses,
within 30 days following the later of the date a Responsible Officer has
knowledge of such non-compliance and 30 days following the end of such quarter
(but in no event shall the cure period extend beyond the date that is 60 days after
the end of such quarter): (i) by receiving an infusion of cash or cash
equivalents in an amount that (when added to all other cash and cash
equivalents then being held by the Operating Partnership and the Operating
Partnership Subsidiaries pursuant to this Section 6.07) equals such
excess Indebtedness (or portion thereof cured pursuant to this clause (i)),
which cash or cash equivalents shall be held by the Operating Partnership and
the Operating Partnership Subsidiaries until the calculation is done pursuant
to this Section 6.07 at the end of the next quarter, or
(ii) by reducing the aggregate outstanding amount of Indebtedness of the
Operating Partnership and the Operating Partnership Subsidiaries by an amount
equal to such excess Indebtedness less the amount of cash or cash equivalents
infused for such quarter-end pursuant to the preceding proviso, if any. If the
Operating Partnership and the Operating Partnership Subsidiaries so timely cure
such excess Indebtedness by making such infusion or reduction, or both as
applicable, the Operating Partnership and the Operating Partnership
Subsidiaries shall be deemed to be in compliance with this Section 6.07
as of such quarter-end date.


 


ARTICLE VII.

EVENTS OF DEFAULT AND REMEDIES


 


7.01        Events of
Default. 
Any of the following shall constitute an Event of Default:


 


(a)          
Non-Payment.  The Borrower fails to pay (i) when and as
required to be paid herein, any amount of principal of any Loan, or
(ii) within five Business Days after the same becomes due, any interest on
any Loan, or any facility, utilization  or
other fee due hereunder, or any other amount payable hereunder or under any
other Loan Document; or


 


(b)          
Specific Covenants.  The Borrower shall fail to perform, observe or
comply with any term, covenant or agreement contained in any of Sections 
6.05, 6.06, and 6,07; or


 


(c)          
Cross-Default.  (i) The Borrower or any Subsidiary other than,
for the avoidance of doubt, an Unrestricted Subsidiary (A) fails to make
any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise), inclusive of any grace, extension,
forbearance or similar period, in respect of any Indebtedness having an
aggregate principal amount (including undrawn or available amounts and
including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the Threshold Amount, or (B) fails to
observe or perform any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event occurs, for a period beyond the
applicable grace, cure, extension, forbearance or other similar period the
effect of which default or other event is to cause, or to permit the holder or
holders of such Indebtedness (or the beneficiary or beneficiaries of any
applicable Guarantee Obligation (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased or redeemed (automatically or otherwise) prior to its stated
maturity, or such Guarantee Obligation to become payable or cash collateral in
respect thereof to be demanded; or (ii) there occurs under any Swap
Contract an Early Termination Date (as defined in such Swap Contract) resulting
from (A) any event of default under such Swap Contract as to which the
Borrower or any Subsidiary other than, for the avoidance of doubt, an
Unrestricted Subsidiary is the Defaulting Party (as defined in such Swap
Contract) or (B) any Termination Event (as so defined) under such Swap
Contract as to which the Borrower or any Subsidiary other than, for the 


 


 


19





















 


avoidance of doubt, an Unrestricted Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by the Borrower or such Subsidiary other than, for the avoidance of doubt,
an Unrestricted Subsidiary as a result thereof is greater than the Threshold
Amount; or


 


(d)          
Insolvency Proceedings, Etc.  The Borrower or any Material
Subsidiary institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding.


 


7.02       
Remedies Upon Event of Default.  If any Event of Default occurs and is then
continuing, the Lender may:


 


(a)          
declare the commitment of thy Lender to make Loans to be terminated, whereupon
such commitment and obligation shall be terminated;


 


(b)          
declare the unpaid principal amount of all outstanding Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or
under any other Loan Document to be immediately due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower;


 


(c)          
exercise on behalf of itself all rights and remedies available to it under the
Loan Documents or applicable law;


 


provided, however, that upon the
occurrence of any event specified in subsection (d) of Section 7.01
with respect to the Borrower, the obligation of the Lender to make Loans shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, in each case without further act of the Lender.


 


ARTICLE VIII.

MISCELLANEOUS


 


8.01       
Amendments, Etc. 
No amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower therefrom, shall be
effective unless in writing signed by the Lender and the Borrower, and each
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.


 


8.02        Notices and
Other Communications; Facsimile Copies.


 


(a)          
Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows: if to the Borrower or the Lender: to the address,
telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 8.02;


 


 


20





















 


Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient).  Notices
delivered through electronic communications to the extent provided in
subsection (b) below, shall be effective as provided in such subsection
(b).


 


(b)          
Electronic Communications.  Notices and other communications to the
Lender may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites), provided that the foregoing
shall not apply to notices to the Lender if such Lender has notified the
Borrower that it is incapable of receiving notices by electronic communication.


 


Unless the Lender
otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that
such notice or communication is available and identifying the website address
therefor.


 


(c)          
Change of Address, Etc.  Each of the Borrower and the Lender may
change its address, telecopier, e-mail address or telephone number for notices
and other communications hereunder by notice to the other party hereto.


 


(d)          
Effectiveness of Facsimile Documents and Signatures.  Loan
Documents may be transmitted and/or signed by facsimile.  The
effectiveness of any such documents and signatures shall, subject to applicable
Law, have the same force and effect as manually-signed originals and shall be
binding on the Borrower and the Lender.  The Lender may also require that
any such documents and signatures be confirmed by a manually-signed original
thereof; provided, however, that the failure to request or
deliver the same shall not limit the effectiveness of any facsimile document or
signature.


 


8.03       
No Waiver; Cumulative Remedies.  No failure by any Lender to exercise, and no
delay by such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege.  The rights, remedies, powers and privileges herein or
therein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


8.04       
Payments Set Aside. 
To the extent that the Borrower makes a payment to the Lender and such payment
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made.


 


 


21





















 


8.05        Successors and
Assigns.


 


(a)          
Successors and Assigns Generally.  The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Lender. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto and their respective successors and assigns permitted hereby)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.


 


(b)          
Assignments by Lender.  The Lender may at any time assign all of
its rights and obligations under this Agreement (including all of its
Commitment and the Loans at the time owing to it). The party to each assignment
shall execute and deliver to the Lender an Assignment and Assumption Agreement
substantially in the form of Exhibit C. No such assignment shall be
made to the Borrower or any of the Subsidiaries.  No such assignment shall
be made to a natural person. From and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and have the rights and obligations of the Lender under this
Agreement, and the assigning Lender thereunder shall be released from its
obligations under this Agreement and shall cease to be a party hereto, but
shall continue to be entitled to the benefits of Section 2.14 with
respect to facts and circumstances occurring prior to the effective date of
such assignment.  Upon request, the Borrower (at its expense) shall
execute and deliver new or replacement Notes to the assignee Lender, and if the
assigning Lender holds a Note, it shall, contemporaneous with the Borrower’s
delivery of a new or replacement Note, deliver such Note to the Borrower,
marked “Cancelled”.


 


8.06       
Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall
not exceed the maximum amount, or be computed at a rate that exceeds the
maximum rate, of non-usurious interest permitted by applicable Law (the “Maximum
Rate”).  If the Lender shall contract for, charge, receive, reserve or
take interest in an amount or at a rate that exceeds the Maximum Rate, the
excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to the Borrower, and in no event shall
the Borrower or any other Person ever be liable for unearned interest or ever
be required to pay interest in excess of the Maximum Rate.  In determining
whether the interest contracted for, charged, received, reserved or taken by
the Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as
an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout
the contemplated term of the Obligations.  If the Laws of the State of
Texas are applicable for purposes of determining the “Maximum Rate”, then that
term means the “indicated rate ceiling” from time to time in effect under
Chapter 303 of the Texas Finance Code.  The Borrower agrees that
Chapter 346 of the Texas Finance Code does not apply to any Borrowing.


 


8.07       
Counterparts. 
This Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


8.08       
Integration. 
This Agreement, together with the other Loan Documents, comprises the complete
and integrated agreement of the parties on the subject matter hereof and
thereof and supersedes all prior agreements, written or oral, on such subject
matter.  In the event of any conflict between the provisions of this Agreement
and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the inclusion of supplemental rights or remedies
in favor of the Lender in any other Loan Document shall not be deemed a
conflict with this Agreement.  Each Loan Document was 


 


 


22





















 


drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any
party, but rather in accordance with the fair meaning thereof.


 


8.09       
Severability. 
Any provision of this Agreement and the other Loan Documents that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


8.10        Governing Law.


 


(a)          
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE LENDER SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.


 


(b)          
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN
MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER AND THE LENDER EACH
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS.  THE BORROWER AND THE LENDER EACH
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO.


 


8.11       
Waiver of Right to Trial by Jury.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT
TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.


 


8.12       
USA PATRIOT Act Notice.  The Lender hereby notifies the Borrower that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it may be required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow the Lender, as applicable, to identify the Borrower in accordance with
the Act.


 


8.13       
ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR 


 


 


23





















 


SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


 


24





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their proper and duly authorized officers 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:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


SIGNATURE PAGE TO
ENBRIDGE ENERGY PARTNERS, L.P CREDIT AGREEMENT


 


25





















 


	
   

  	
  ENBRIDGE (U.S.) INC.,
  as Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


26





















 


SCHEDULE 2.01


 


COMMITMENT


 


 




	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  Enbridge (U.S.) Inc.

  	
   

  	
  $

  	
  500,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


1
















 


SCHEDULE 4.05


 


MATERIAL
EVENTS


 


None.


 


 


1





















 


SCHEDULE 6.01


 


EXISTING
LIENS


 


None.


 


 


1










 












SCHEDULE 6.03


 


 


EXISTING
INDEBTEDNESS


 


(a) Existing Indebtedness of the Borrower


 


Commercial paper from time
to time issued by the Borrower pursuant to its commercial paper program from
time to time in effect.


 


5.875% senior notes due 2016
in the aggregate principal amount of $300 million.


 


5.35% senior notes due 2014
in the aggregate principal amount of $200 million.


 


6.30% senior notes due 2034
in the aggregate principal amount of $100 million.


 


4.0% senior notes due 2009
in the aggregate principal amount of $200 million.


 


4.75% senior notes due 2013
in the aggregate principal amount of $200 million.


 


5.95% senior notes due 2033
in the aggregate principal amount of $200 million.


 


8.05% Fixed/Floating Rate
Junior Subordinated Notes due 2067 in the aggregate principal amount of $400
million.


 


Senior unsecured zero coupon
notes due 2022, issued for initial proceeds of $200 million and yielding 5.36%
on a semi-annual compound basis.


 


 


(b) Existing Indebtedness of Non-OLP
Subsidiaries


 


None.


 


(c) Existing Indebtedness of the Operating
Partnership and the Operating Partnership Subsidiaries


 


The Mortgage Notes.


 


The Senior Unsecured Notes.


 


1

















 


SCHEDULE 8.02


 


 


LENDER’S
OFFICE,


CERTAIN
ADDRESSES FOR NOTICES


 


BORROWER


 


	
  Enbridge Energy
  Partners, L.P.

  
	
  1100 Louisiana,
  Suite 3300

  
	
  Houston, TX 77002-5217

  
	
  Attention:

  	
   

  	
  Chris Kaitson

  
	
   

  	
   

  	
  Associate General
  Counsel

  
	
  Telephone:

  	
   

  	
  (713) 650-8900

  
	
  Facsimile:

  	
   

  	
  (713) 650-2232

  
	
  Electronic Mail:

  	
   

  	
  Chris.Kaitson@enbridge-us.com

  



 


 


With a copy to:


 


 


	
  Enbridge Energy
  Partners, L.P.

  
	
  C/O Enbridge Inc.

  
	
  3000, 425-1st Street SW

  
	
  Calgary, Alberta,
  Canada

  
	
  T2P 3L8

  
	
   

  
	
  Attention:

  	
   

  	
  Vern Yu

  
	
   

  	
   

  	
  Treasurer

  
	
  Telephone:

  	
   

  	
  (403) 231-3946

  
	
  Facsimile:

  	
   

  	
  (403) 231-4848

  
	
  Electronic Mail:

  	
   

  	
  vern.yu@enbridge.com

  



 


 


ENBRIDGE (U.S.) INC.


 


Lending Office

(for payments and
Requests for Credit Extensions):


 


	
  Enbridge (U.S.) Inc.

  
	
  C/O Enbridge Inc.

  
	
  3000, 425-1st Street SW

  
	
  Calgary, Alberta,
  Canada

  
	
  T2P 3L8

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  David Brown

  
	
   

  	
   

  	
  Director, Cash
  Management and Banking

  
	
  Telephone:

  	
   

  	
  (403) 231-5776

  
	
  Facsimile:

  	
   

  	
  (403) 231-4848

  
	
  Electronic Mail:

  	
   

  	
  david.brown@enbridge.com

  



 


1

















 


With a copy to:


 


 


	
  Attention:

  	
   

  	
  Julie Lee

  
	
   

  	
   

  	
  Senior Analyst, Cash
  Management and Banking

  
	
  Telephone:

  	
   

  	
  (403) 231-5985

  
	
  Facsimile:

  	
   

  	
  (403) 231-4848

  
	
  Electronic Mail:

  	
   

  	
  julie.lee@enbridge.com

  



 


2





















 


EXHIBIT A


 


 


FORM OF
LOAN NOTICE


Date:                        ,        


 


To:                              Enbridge (U.S.) Inc., as Lender


 


Ladies and Gentlemen:


 


Reference is made to that certain Credit Agreement,
dated as of December 18, 2007 (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), between Enbridge Energy Partners, L.P. (the “Borrower”) and the Lender from time to time
party thereto.


 


The undersigned hereby requests (select one):


 


o  A Borrowing of Loans                                                       o  A conversion
or continuation of Loans


 


1.             On                                                                         (a
Business Day).


 


2.             In the amount of $                                               


 


3.             Comprised of                                                      


                                                Type
of Loan requested


 


4.             For Eurodollar Rate Loans:  with an Interest Period of         
months.


 


After giving effect to the Borrowing requested, the
aggregate amount for all Loans do not exceed the amount of the Lender’s
Commitment.


 


	
   

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


A-1





















 


EXHIBIT B


 


FORM OF
LOAN NOTE


 


$


 


FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the
order of                                                           
(the “Lender”), on the Maturity Date
(as defined in the Credit Agreement referred to below) the principal amount of                                 
Dollars ($                      ),
or such lesser principal amount of Loans (as defined in such Credit Agreement)
due and payable by the Borrower to the Lender on the Maturity Date under that
certain Credit Agreement, dated as of December 18, 2007 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Credit Agreement;” the terms
defined therein being used herein as therein defined), between the Borrower and
the Lender from time to time party thereto.


 


The Borrower promises to pay interest on the unpaid
principal amount of each Loan from the date of such Loan until such principal
amount is paid in full, at such interest rates, and at such times as are
specified in the Credit Agreement.  All
payments of principal of and interest on this Note shall be made to the Lender
in Dollars in immediately available funds at the Lender’s Office.  If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Credit
Agreement.


 


This Note is one of the Notes referred to in the
Credit Agreement, is entitled to the benefits thereof and is subject to
optional prepayment in whole or in part as provided therein.  During the continuance of one or more of the
Events of Default specified in the Credit Agreement, all amounts then remaining
unpaid on this Note shall become, or may be declared to be, immediately due and
payable all as provided in the Credit Agreement.  Loans made by the Lender shall be evidenced
by one or more loan accounts or records maintained by the Lender in the
ordinary course of business.  The Lender
may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Loans and payments with respect thereto.


 


The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Note.


 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	
   

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


B-1

















 


LOANS AND PAYMENTS WITH RESPECT THERETO


 


	
  Date

  	
   

  	
  Type of Loan

  Made

  	
   

  	
  Amount of

  Loan Made

  	
   

  	
  End of

  Interest

  Period

  	
   

  	
  Amount of

  Principal or

  Interest Paid

  This Date

  	
   

  	
  Outstanding

  Principal

  Balance This

  Date

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-2





















 


 


EXHIBIT C


 


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (this “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between the
Assignor identified in item 1 below (the “Assignor”) and the Assignee
identified in item 2 below (the “Assignee”).  Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below
(the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee.  The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Assignor as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the facility
identified below and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by the Assignor to the Assignee
pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest”).  Each such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.


 


1.                                       Assignor:                                                       


 


2.                                       Assignee:                                                       


 


                                                [for the
Assignee, indicate [Affiliate][Approved Fund] of Lender]


 


3.                                       Borrower:               Enbridge Energy Partners, L.P.


 


4.                                       Credit
Agreement:                The
Credit Agreement, dated as of December 18, 2007, between Enbridge Energy
Partners, L.P. and Enbridge (U.S.) Inc.


 


C-1

















 


5.                                       Assigned
Interest:


	
  Assignor

  	
   

  	
  Assignee

  	
   

  	
  Facility

  Assigned

  	
   

  	
  Aggregate

  Amount of

  Commitment/Loans

  for all Lenders

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned

  	
   

  	
  CUSIP
  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
   

  



 


[6.                                   Trade Date:           ](1)


 


Effective Date:                                     ,
20     [TO BE INSERTED BY ASSIGNOR AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this
Assignment and Assumption are hereby agreed to:


 


	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
        Title:

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
        Title:

  







(1) To
be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.


 


C-2

















 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


[                                      ]


 


STANDARD
TERMS AND CONDITIONS FOR


 


ASSIGNMENT
AND ASSUMPTION


 


1.             Representations
and Warranties.


 


1.1.          Assignor.  The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


 


1.2.          Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 8.05(b) of the Credit Agreement, (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy
of the Credit Agreement, and has received or has been accorded the opportunity
to receive copies of the most recent financial statements delivered pursuant to
Section      thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest, (vi) it has, independently and without
reliance upon the Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if
it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently
and without reliance upon the Assignor and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with the terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender.


 


2.             Payments.  From and after the Effective Date, the
Borrower shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.


 


C-3

















 


3.             General
Provisions.  This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York.


 


C-4





















 


EXHIBIT D


 


FORM OF
SUBORDINATION AGREEMENT


 


 


THIS AGREEMENT made as of the             
day of                           ,
            
by                                               ,
a                                 
(the “Subordinated Creditor”), in favor of the Lender (the “Senior
Lender”).


 


WHEREAS Enbridge Energy Partners, L.P., a Delaware
limited partnership (the “Obligor”), is or may become indebted to the
Senior Lender under or in connection with the Credit Agreement (defined below);


 


AND WHEREAS the Subordinated Creditor is or may become
a lender to the Obligor;


 


AND WHEREAS the Subordinated Creditor has agreed to
postpone and subordinate the Indebtedness of the Obligor owed to the
Subordinated Creditor and listed on Annex A attached hereto, and all interest,
fees and other amounts owing in connection therewith (the “Obligor Debt”)
on the terms and provisions herein set forth.


 


NOW THEREFORE, in consideration of the sum of $1.00
now paid by the Senior Lender and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by the Subordinated
Creditor), the Subordinated Creditor hereby agrees as follows:


 


ARTICLE 1


INTERPRETATION


 


1.1                               Definitions


 


In this Agreement, including the recitals, capitalized
terms used herein, and not otherwise defined herein, shall have the meanings
attributed to such terms in the Credit Agreement dated as of December 18,
2007, between Enbridge Energy Partners, L.P., as Borrower, and the Lender from
time to time party thereto (as such agreement may be amended, modified, supplemented,
restated or refinanced from time to time, the “Credit Agreement”).  In addition, the following terms shall have
the following meanings:


 


(a)                                  “Beneficiary” means,
at each relevant time of determination, each of (i) the holders of Senior
Indebtedness and (ii) the holders of other senior unsecured debt of the
Obligor for the benefit of whom a subordination agreement in form and substance
substantially the same as this Agreement has been executed and delivered by the
Subordinated Creditor and is in effect (“Other Senior Indebtedness” )  (2); and in each case that any such holders or 


 






(2) Clause (i) of the definition of
“Beneficiary” in the subordination agreement delivered for the benefit of
holders of  Other Senior Indebtedness may
read as follows:  “(i) the holders
of Senior Indebtedness for the benefit of whom a subordination agreement has
been executed and delivered by the Subordinated Creditor and is in effect,”.


 


D-1

















 


                                                group thereof
are represented by an agent, shall mean such agents for the benefit of such
respective holders.


 


(b)                                 “Beneficiary Indebtedness”
means, at each relevant time of determination, the aggregate outstanding amount
of Senior Indebtedness and Other Senior Indebtedness of the Obligor owed to any
Beneficiary.


 


(c)                                  “Obligor Debt” has
the meaning set forth in the third WHEREAS clause of this Agreement.


 


(d)                                 “Other Senior
Indebtedness” has the meaning set forth in Section 1.1(a).


 


(e)                                  “Senior Indebtedness” means the
aggregate of all Obligations owing from time to time by the Obligor to the
Senior Lender under the Credit Agreement and the other Loan Documents, whether
present or future, direct or indirect, contingent or otherwise (including any
interest accruing thereon after the date of filing any petition by or against
the Obligor in connection with any bankruptcy or other proceeding and any other
interest that would have accrued thereon but for  the
commencement of such proceeding).


 


(f)                                    “Subordinated Indebtedness”
means the aggregate Obligor Debt owing from time to time by the Obligor to the
Subordinated Creditor, whether present or future, direct or indirect,
contingent or otherwise.


 


1.2                               Headings


 


The division of this Agreement into articles,
sections, paragraphs and other subdivisions and the insertion of headings are
for convenience of reference only and shall not affect the construction or
interpretation hereof.


 


1.3                               Interpretation


 


In this Agreement:


 


(a)                                  the terms “this Agreement”, “hereof”,
“herein”, “hereunder” and similar expressions refer, unless otherwise
specified, to this Subordination Agreement taken as a whole and not to any
particular article, section, subsection or paragraph;


 


(b)                                 words importing the singular
number or masculine gender shall include the plural number or the feminine or
neuter genders, and vice
versa;


 


(c)                                  all references to “Articles”
and “Sections” refer, unless otherwise specified, to articles, sections,
subsections or paragraphs of this Agreement, as the case may be; and


 


(d)                                 words and terms denoting
inclusiveness (such as “include” or “includes” or “including”), whether or not
so stated, are not limited by their context or by the words or phrases which
precede or succeed them.


 


1.4                               Governing Law


 


This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York.  The Subordinated Creditor irrevocably submits
to the non-exclusive jurisdiction of 


 


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the courts of the State
of New York and the United States Federal courts sitting in Southern District
of the State of New York, without prejudice to the rights of the Senior Lender
to take proceedings in any other jurisdiction.


 


1.5                                                                               Severability


 


If any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect in any jurisdiction, it shall not
affect the validity, legality or enforceability of such provision in any other
jurisdiction or the validity, legality or enforceability of any other provision
of this Agreement.


 


1.6                                                                               Time of the Essence


 


Time shall be of the essence of this Agreement.


 


ARTICLE 2


POSTPONEMENT AND SUBORDINATION OF PAYMENT


 


2.1                                                                               General Postponement and
Subordination


 


Except as specifically provided for in Article 3:


 


(a)                                  the Subordinated
Indebtedness shall be and is hereby expressly postponed and made subordinate in
right of payment to the prior payment in full in cash of the Senior
Indebtedness and termination of the Commitments under the Credit Agreement; and


 


(b)                                 the Subordinated Creditor
shall not accept any repayment, prepayment or other satisfaction of all or any
portion of the Subordinated Indebtedness (whether in cash, property or
securities) prior to the payment in full in cash of the Senior Indebtedness and
termination of the Commitments under the Credit Agreement.


 


2.2                                                                               Priority of Senior
Indebtedness on Dissolution or Insolvency


 


In the event of any dissolution, winding up,
liquidation, readjustment, reorganization, bankruptcy, insolvency, receivership
or other similar proceedings (a “Proceeding”) relating to the Obligor,
or any of its property (whether voluntary or involuntary, partial or complete),
or any other marshalling of the assets and liabilities of the Obligor, the
Beneficiary Indebtedness shall first be paid in full in cash before the
Subordinated Creditor shall be entitled to receive or retain any payment or
distribution in respect of the Subordinated Indebtedness.  In such event, in order to implement the
foregoing, but subject always to the provisions of Section 7.1(a):


 


(a)                                  the Subordinated Creditor
shall promptly file a claim or claims, in the form required in such
proceedings, for the full outstanding amount of the Subordinated Indebtedness,
and shall cause said claim or claims to be approved and all payments and other
distributions in respect thereof to be made directly to the Beneficiaries,
ratably according to the aggregate amounts remaining unpaid on account of the
Beneficiary Indebtedness held by each of them;


 


(b)                                 the Subordinated Creditor
hereby irrevocably agrees that the Beneficiaries may, at their sole discretion,
in the name of the Subordinated Creditor or otherwise, demand, sue for, 


 


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                                                collect,
receive and receipt for any and all such payments or distributions, and any
such receipts shall be distributed to the Beneficiaries according to the
aggregate amounts remaining unpaid on account of the respective Beneficiary
Indebtedness held by them, and file, prove and vote or consent in any
Proceeding with respect to any and all claims of the Subordinated Creditor
relating to the Subordinated Indebtedness;


 


(c)                                  In any bankruptcy or other
Proceeding in respect of the Obligor, the Subordinated Creditor shall not,
unless otherwise agreed by the Beneficiaries, (i) file any motion,
application or other pleading seeking affirmative relief, including without
limitation for the appointment of a trustee or examiner, for the conversion of
the case to a liquidation proceeding, for the substantive consolidation of the
Obligor’s bankruptcy case with the case of any other entity, for the creation
of a separate official committee representing only the Subordinated Creditor or
any other form of affirmative relief of any other kind or nature, or (ii) file
any objection or other responsive pleading opposing any relief requested by any
Beneficiary; and


 


(d)                                 The Subordinated Creditor
shall execute and deliver to the Beneficiaries or their representative such
further proofs of claim, assignments of claim and other instruments confirming
the authorization referred to in the foregoing clause (b), and any powers of
attorney confirming the rights of the Beneficiaries arising hereunder, and
shall take such other actions as may be requested by the Beneficiaries or their
representative in order to enable the Beneficiaries or their representative to
enforce any and all claims in respect of the Subordinated Indebtedness.


 


                                                                                                Payments Held in Trust


 


                                                                                                If,
notwithstanding the provisions of this Agreement, any payment or distribution
of any character (whether in cash, securities, or other property) or any
security shall be received by the Subordinated Creditor in contravention of the
terms of this Agreement, such payment, distribution or security shall not be
commingled with any asset of the Subordinated Creditor, shall be held in trust for
the benefit of, and shall be paid over or delivered or transferred to, the
Beneficiaries, or their representative, ratably according to the aggregate
amounts remaining unpaid on account of the Beneficiary Indebtedness held by
each of them, for application to the payment of all Beneficiary Indebtedness
then remaining unpaid, until all such Beneficiary Indebtedness shall have been
paid in full.


 


                                                                                                Payment in Full on Senior Indebtedness


 


                                                                                                For purposes of
this Agreement, the Senior Indebtedness shall not be deemed to have been paid
in full until the Senior Lender shall have received full payment of the Senior
Indebtedness in cash and all Commitments of the Senior Lender under the Credit
Agreement shall have irrevocably terminated.


 


2.3                                                                               Legend on Subordinated Debt
Instruments


 


                                                                                                The Subordinated Creditor shall,
substantially simultaneously with the execution and delivery hereof, cause a
conspicuous legend to be placed on each of the instruments evidencing
Subordinated Indebtedness to the following effect:


 


“This instrument and the indebtedness evidenced hereby is subordinated,
in the manner and to the extent set forth in an agreement dated                         ,
         (as such agreement may
from time to time be amended, restated, modified, or supplemented, the


 


D-4

















 


“Subordination Agreement”), by the maker and payee of this
instrument in favor of the “Lender” referred to therein, to all Senior
Indebtedness as defined therein), and each holder of this instrument, by its
acceptance hereof, shall be bound by the Subordination Agreement.”


 


and upon request by the Senor Lender deliver a copy of
each of the instruments evidencing Subordinated Debt, as so marked, to the
Lender within 60 days following such request.


 


2.4                                                                               Application of Payments


 


All payments and distributions received by the Senior
Lender in respect of the Subordinated Indebtedness, to the extent received in
or converted into cash, may be applied by the Senior Lender first to the
payment of any and all expenses (including reasonable legal fees and expenses)
paid or incurred by the Senior Lender in enforcing this Agreement, or in
endeavoring to collect or realize upon any of the Subordinated Indebtedness or
any collateral security therefor, and any balance thereof shall, solely as
between the Subordinated Creditor and the Senior Lender, be applied by the
Senior Lender in such order of application as the Senior Lender may from time
to time select, toward the payment of the Senior Indebtedness remaining unpaid.


 


ARTICLE 3


PERMITTED PAYMENTS


 


3.1                                                                               Permitted Payments


 


At any time other than during the continuation of a
Default or Event of Default under the Credit Agreement, the Subordinated
Creditor shall, subject to Section 2.2, be entitled to receive
payments on account of any Subordinated Indebtedness in accordance with the
terms of such Subordinated Indebtedness.


 


ARTICLE 4


SUBROGATION


 


4.1                                                                               Restriction on Subrogation


 


The Subordinated Creditor shall not exercise any
rights which it may acquire by way of subrogation or contribution under this
Agreement, as a result of any payment made hereunder or otherwise, until this
Agreement has ceased to be effective in accordance with Section 7.1(a).


 


4.2                                                                               Transfer by Subrogation


 


If (a) the Senior Lender receives payment of any
of the Subordinated Indebtedness, (b) the Senior Indebtedness has been
paid in full in cash and (c) there are no further Commitments outstanding
under the Credit Agreement, then the Senior Lender will, at the Subordinated
Creditor’s request and expense, execute and deliver to the Subordinated
Creditor appropriate documents, without recourse and without representation or
warranty (except as to their right to transfer such Senior Indebtedness and
related security free of encumbrances created by the Senior Lender), necessary
to evidence the transfer by subrogation to the Subordinated Creditor of an
interest in its Senior Indebtedness and any security held therefor resulting
from such payment of the Subordinated Indebtedness to the Senior Lender.


 


D-5
















 


ARTICLE 5

DEALINGS WITH BORROWER


 


5.1                                                                               Restriction Dealings by
Subordinated Creditor


 


Except with the prior written consent of the Senior
Lender, the Subordinated Creditor shall not:


 


(a)                                  assign all or
any portion of the Subordinated Indebtedness in favor of any Person other than
the Senior Lender unless such Person has agreed in writing with the Senior
Lender to be bound by the provisions hereof in the place and stead of the
Subordinated Creditor; or


 


(b)                                 commence, or
join with any other Person in commencing, any Proceeding respecting the Obligor
or any Subsidiary of the Obligor.


 


5.2                                                                               Permitted Dealings by
Senior Lender


 


Notwithstanding anything in this Agreement, the
Subordinated Creditor acknowledges that the Senior Lender shall be entitled to:


 


(a)                                  lend monies or
otherwise extend credit or accommodations to the Obligor as part of the Senior
Indebtedness or otherwise;


 


(b)                                 agree to any
change in, amendment to, waiver of, or departure from, any term of the Credit
Agreement or any other Loan Document including, without limitation, any
amendment, renewal or extension of such agreement or increase in the payment
obligations of the Obligor under any such Loan Documents;


 


(c)                                  grant time,
renewals, extensions, releases, discharges or other indulgences or forbearances
to the Obligor in respect of the Senior Indebtedness;


 


(d)                                 waive timely
and strict compliance with or refrain from exercising any rights under or
relating to the Senior Indebtedness;


 


(e)                                  accept or make
any compositions, arrangements, plans of reorganization or compromises with any
Person as the Senior Lender may deem appropriate in connection with the Senior
Indebtedness;


 


(f)                                    change, whether
by addition, substitution, removal, succession, assignment, grant of
participation, transfer or otherwise, the Senior Lender;


 


(g)                                 acquire, give
up, vary, exchange, release, discharge or otherwise deal with or fail to deal
with any security interests, guaranties or collateral relating to any Senior
Indebtedness, this Agreement or any other Loan Document or allow the Obligor or
any other Person to deal with the property which is subject to such security
interests, guaranties or collateral, all as the Senior Lender may deem
appropriate; and/or


 


(h)                                 abstain from
taking, protecting, securing, registering, filing, recording, renewing,
perfecting, insuring or realizing upon any security interests, guaranties or
collateral for 


 


D-6

















 


any Senior Indebtedness; and no loss in respect of any of the security
interests or guaranties received or held for and on behalf of the Senior
Lender, whether occasioned by fault, omission of negligence of any kind,
whether of the Senior Lender or otherwise, shall in any way limit or impair the
liability of the Subordinated Creditor or the rights of the Senior Lender under
this Agreement;


 


all of which may be done without notice to or consent
of the Subordinated Creditor and without impairing, releasing or otherwise
affecting any rights or obligations of the Subordinated Creditor hereunder or
any rights of the Senior Lender hereunder.


 


ARTICLE 6

REPRESENTATIONS AND WARRANTIES


 


6.1                                                                               Representations and
Warranties


 


The Subordinated Creditor hereby represents and
warrants to the Senior Lender that:


 


(a)                                  the
Subordinated Creditor is a [corporation] duly incorporated or amalgamated, as
the case may be, and validly existing under the laws of its jurisdiction of
incorporation or amalgamation, as the case may be;


 


(b)                                 the
Subordinated Creditor has all necessary [corporate] power and authority to
enter into this Agreement;


 


(c)                                  the
Subordinated Creditor has taken all necessary [corporate] action to authorize
the creation, execution, delivery and performance of this Agreement;


 


(d)                                 this Agreement
constitutes a valid and legally binding obligation of the Subordinated
Creditor, enforceable against the Subordinated Creditor in accordance with its
terms, subject as to enforcement to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and general equity principles; and


 


(e)                                  neither the
execution and delivery of this Agreement, nor compliance with the terms and
conditions hereof (i) will result in a violation of the articles or
by-laws of the Subordinated Creditor or any resolutions passed by the board of
directors or shareholders of the Subordinated Creditor or any applicable law,
order, judgment, injunction, award or decree; (ii) will result in a breach
of, or constitute a default under, any loan agreement, indenture, trust deed or
any other material agreement or instrument to which the Subordinated Creditor
is a party or by which its or its assets are bound; or (iii) requires any
approval or consent of any governmental authority having jurisdiction except
such as have already been obtained and are in full force and effect.


 


ARTICLE 7

CONTINUING SUBORDINATION


 


7.1                                                                               Continuing Subordination;
Reinstatement


 


This Subordination Agreement shall create a continuing
subordination and shall:


 


D-7

















 


(a)                                  remain in full
force and effect until the Senior Lender has received payment in cash of the
full amount of the Senior Indebtedness and no further Commitments are
outstanding under the Credit Agreement; provided  however, that Section 5.1(b) shall
remain in effect until 91 days after such time;


 


(b)                                 be binding upon
the Subordinated Creditor and its successors and assigns; and


 


(c)                                  inure, together
with the rights and remedies of the Senior Lender, to the benefit of and be
enforceable by the Senior Lender and its successors and assigns for their
benefit and for the benefit of any other Person entitled to the benefit of any
Loan Documents from time to time, including any permitted assignee of some or
all of the Loan Documents.


 


Subordinated Creditor agrees that following such
termination this Subordination Agreement shall be automatically reinstated if
for any reason any payment made on the Senior Indebtedness is rescinded or must
be otherwise restored by the Senior Lender, whether as a result of any proceedings
in bankruptcy or reorganization or otherwise.


 


7.2                                                                               Other Obligations not
Affected


 


The subordination provided for herein is in addition
to and not in substitution for any other agreement or any other security by
whomsoever given or at any time held by the Senior Lender in respect of the
Senior Indebtedness, and the Senior Lender shall at all times have the right to
proceed against or realize upon all or any portion of any other agreement or
any security or any other monies or assets to which the Senior Lender may
become entitled or have a claim in such order and in such manner as the Senior
Lender in its sole discretion may deem appropriate.


 


7.3                                                                               Acknowledgment of
Documentation


 


The Subordinated Creditor hereby acknowledges that it
is familiar with and understands the terms of the Credit Agreement and all
other Loan Documents.  The Subordinated
Creditor shall ensure that the Obligor provides such copies as the Subordinated
Creditor wishes to receive of all amendments, modifications or supplements to
any of the aforementioned documents and of any other documents, instruments or
agreements which are executed in the future pursuant to which Senior
Indebtedness may arise.  The Senior
Lender shall not in any manner have any obligation to ensure such receipt nor
shall lack of receipt in any way affect the absolute and unconditional nature
of the Subordinated Creditor’s obligations hereunder in respect of the Senior
Indebtedness thereby created or arising.


 


ARTICLE 8

GENERAL PROVISIONS


 


8.1                                                                               Notices


 


All notices and other communications provided for
hereunder shall be given in the form and manner prescribed by Section 8.02
of the Credit Agreement.  All such
notices to the Subordinated Creditor may be given to the Borrowers on behalf of
the Subordinated Creditor and shall be sufficiently delivered if so given.


 


8.2                                                                               Amendments and Waivers


 


(a)                                  No provision of
this Agreement may be amended, waived, discharged or terminated orally nor may
any breach of any of the provisions of this Agreement be waived or 


 


D-8

















 


discharged orally, and any such amendment, waiver, discharge or
termination may only be made in writing signed by the Senior Lender, and if
such amendment is intended to bind the Subordinated Creditor, by the Subordinated
Creditor.


 


(b)                                 No failure on
the part of any party to exercise, and no delay in exercising, any right, power
or privilege hereunder shall operate as a waiver thereof unless specifically
waived in writing, nor shall any single or partial exercise of any right, power
or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.


 


(c)                                  Any waiver of
any provision of this Agreement or consent to any departure by any party
therefrom shall be effective only in the specific instance and for the specific
purpose for which given and shall not in any way be or be construed as a waiver
of any future requirement.


 


8.3                                                                               Assignment by Lenders


 


The Subordinated Creditor acknowledges and agrees that
the Senior Lender shall have the right to assign, sell, participate or
otherwise transfer all or any portion of its rights and benefits under the Loan
Documents (including this Agreement) without the consent of the Subordinated
Creditor.  This Agreement shall extend to
and inure to the benefit of the Senior Leader and its respective successors and
permitted assigns.


 


8.4                                                                               Assignment and Certain
Other Actions by Subordinated Creditor


 


Until payment in full of the Senior Indebtedness, the
Subordinated Creditor shall not, without the prior written consent of the
Senior Lender (which consent may be arbitrarily withheld), (a) accelerate the maturity of the
Subordinated Indebtedness to a date that is earlier than six (6) months
after the Maturity Date as defined in the Credit Agreement; (b) take any
collateral security or guarantees for any Subordinated Indebtedness; or (c) sell,
assign, transfer, endorse, pledge, encumber or otherwise dispose of any of the
Subordinated Indebtedness, unless the Subordinated Creditor gives the Senior
Lender written notice thereof and such sale, transfer, endorsement, pledge,
encumbrance or other disposition is to an Affiliate of the Obligor and is made
expressly subject to this Subordination Agreement.


 


8.5                                                                               Further Assurances


 


The
Subordinated Creditor shall, at the request of the Senior Lender but at the
expense of the Subordinated Creditor, do all such further acts and things and
execute and deliver all such further documents as the Senior Lender may
reasonably require in order to fully perform and carry out the terms of this
Agreement.


 


8.6                                                                               Counterparts


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


8.7                                                                               Waiver of Right to Trial
by Jury


 


EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION 


 


D-9

















 


ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


IN WITNESS WHEREOF the Subordinated Creditor has
caused this Agreement to be executed by its duly authorized representative(s) as
of the date first above written.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


 


D-10

















 


ACKNOWLEDGMENT


 


The undersigned hereby acknowledges the terms of the
above Subordination Agreement and covenants not to participate in any violation
thereof.


 


	
   

  	
  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:

  	
   

  	
   

  
										



 


D-11

















 


ANNEX A


 


Indebtedness


 


 


 


 


D-12