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Exhibit 10.11

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AMENDED AND RESTATED
CREDIT AGREEMENT

Dated as of January 24, 2003

among

ENBRIDGE ENERGY PARTNERS, L.P.,as Borrower,

BANK OF AMERICA, N.A.,as Administrative Agent,
and
L/C Issuer,

BANK OF MONTREAL,as Syndication Agent

TORONTO DOMINION (TEXAS), INC.
and WACHOVIA BANK, NATIONAL ASSOCIATION,as Co-Documentation Agents

and

The
Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLCas
Lead Arranger and Book Manager

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TABLE OF CONTENTS



|             |  |                                                                                       
|------------ |  | --------------------------------------------------------------------------------------
|ARTICLE I.   |  | DEFINITIONS AND ACCOUNTING TERMS                                                      
|1.01         |  | Defined Terms                                                                         
|1.02         |  | Other Interpretive Provisions                                                         
|1.03         |  | Accounting Terms                                                                      
|1.04         |  | Rounding                                                                              
|1.05         |  | References to Agreements and Laws                                                     
|ARTICLE II   |  | THE COMMITMENTS AND CREDIT EXTENSIONS                                                 
|2.01         |  | Loans                                                                                 
|2.02         |  | Borrowings, Conversions and Continuations of Loans                                    
|2.03         |  | Intentionally Blank                                                                   
|2.04         |  | Letters of Credit                                                                     
|2.05         |  | Intentionally Omitted                                                                 
|2.06         |  | Prepayments                                                                           
|2.07         |  | Reduction or Termination of Commitments                                               
|2.08         |  | Repayment of Loans                                                                    
|2.09         |  | Interest                                                                              
|2.10         |  | Fees                                                                                  
|2.11         |  | Computation of Interest and Fees                                                      
|2.12         |  | Evidence of Debt                                                                      
|2.13         |  | Payments Generally                                                                    
|2.14         |  | Sharing of Payments                                                                   
|2.15         |  | Extension of Maturity Date                                                            
|ARTICLE III. |  | TAXES, YIELD PROTECTION AND ILLEGALITY                                                
|3.01         |  | Taxes                                                                                 
|3.02         |  | Illegality                                                                            
|3.03         |  | Inability to Determine Rates                                                          
|3.04         |  | Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans
|3.05         |  | Funding Losses                                                                        
|3.06         |  | Matters Applicable to all Requests for Compensation                                   
|3.07         |  | Survival                                                                              
|ARTICLE IV.  |  | CONDITIONS PRECEDENT TO CREDIT EXTENSIONS                                             
|4.01         |  | Conditions of Initial Credit Extension                                                
|4.02         |  | Conditions to all Credit Extensions                                                   
|ARTICLE V.   |  | REPRESENTATIONS AND WARRANTIES                                                        
|5.01         |  | Existence, Qualification and Power; Compliance with Laws                              
|5.02         |  | Authorization; No Contravention                                                       
|5.03         |  | Governmental Authorization                                                            
|5.04         |  | Binding Effect                                                                        
|5.05         |  | Financial Statements; No Material Adverse Effect                                      
|5.06         |  | Litigation                                                                            
|5.07         |  | No Default                                                                            
|5.08         |  | Ownership of Property; Liens                                                          
|5.09         |  | Environmental Compliance                                                              
|5.10         |  | Insurance                                                                             

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|5.11          |  | Taxes                                                                               
|------------- |  | ------------------------------------------------------------------------------------
|5.12          |  | ERISA Compliance                                                                    
|5.13          |  | Subsidiaries                                                                        
|5.14          |  | Margin Regulations; Investment Company Act; Public Utility Holding Company Act      
|5.15          |  | Disclosure                                                                          
|ARTICLE VI.   |  | AFFIRMATIVE COVENANTS                                                               
|6.01          |  | Financial Statements                                                                
|6.02          |  | Certificates; Other Information                                                     
|6.03          |  | Notices                                                                             
|6.04          |  | Payment of Obligations                                                              
|6.05          |  | Preservation of Existence, Etc                                                      
|6.06          |  | Maintenance of Properties                                                           
|6.07          |  | Maintenance of Insurance                                                            
|6.08          |  | Compliance with Laws                                                                
|6.09          |  | Books and Records                                                                   
|6.10          |  | Inspection Rights                                                                   
|6.11          |  | Intentionally Blank                                                                 
|6.12          |  | Use of Proceeds                                                                     
|6.13          |  | Intentionally Blank                                                                 
|6.14          |  | Incorporation of Certain More Restrictive Financial Provisions                      
|ARTICLE VII.  |  | NEGATIVE COVENANTS                                                                  
|7.01          |  | Liens                                                                               
|7.02          |  | Investments                                                                         
|7.03          |  | Indebtedness                                                                        
|7.04          |  | Mergers; Sale of Assets                                                             
|7.05          |  | Intentionally Blank                                                                 
|7.06          |  | Intentionally Blank                                                                 
|7.07          |  | Distributions                                                                       
|7.08          |  | ERISA                                                                               
|7.09          |  | Change in Nature of Business                                                        
|7.10          |  | Transactions with Affiliates                                                        
|7.11          |  | Burdensome Agreements                                                               
|7.12          |  | Use of Proceeds                                                                     
|7.13          |  | Consolidated Leverage Ratio                                                         
|7.14          |  | Interest Coverage Ratio                                                             
|7.15          |  | Indebtedness of Non-OLP Subsidiaries                                                
|7.16          |  | Indebtedness of the Operating Partnership and the Operating Partnership Subsidiaries
|7.17          |  | Swap Contracts                                                                      
|ARTICLE VIII. |  | EVENTS OF DEFAULT AND REMEDIES                                                      
|8.01          |  | Events of Default                                                                   
|8.02          |  | Remedies Upon Event of Default                                                      
|ARTICLE IX.   |  | ADMINISTRATIVE AGENT                                                                
|9.01          |  | Appointment and Authorization of Administrative Agent                               
|9.02          |  | Delegation of Duties                                                                
|9.03          |  | Liability of Administrative Agent                                                   
|9.04          |  | Reliance by Administrative Agent                                                    

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|9.05       |  | Notice of Default                                                 
|---------- |  | ------------------------------------------------------------------
|9.06       |  | Credit Decision; Disclosure of Information by Administrative Agent
|9.07       |  | Indemnification of Administrative Agent                           
|9.08       |  | Administrative Agent in its Individual Capacity                   
|9.09       |  | Successor Administrative Agent                                    
|9.10       |  | Other Agents; Lead Arranger, Etc.                                 
|ARTICLE X. |  | MISCELLANEOUS                                                     
|10.01      |  | Amendments, Etc.                                                  
|10.02      |  | Notices and Other Communications; Facsimile Copies                
|10.03      |  | No Waiver; Cumulative Remedies                                    
|10.04      |  | Attorney Costs, Expenses and Taxes                                
|10.05      |  | Indemnification by the Borrower                                   
|10.06      |  | Payments Set Aside                                                
|10.07      |  | Successors and Assigns                                            
|10.08      |  | Confidentiality                                                   
|10.09      |  | Set-off                                                           
|10.10      |  | Interest Rate Limitation                                          
|10.11      |  | Counterparts                                                      
|10.12      |  | Integration                                                       
|10.13      |  | Survival of Representations and Warranties                        
|10.14      |  | Severability                                                      
|10.15      |  | Foreign Lenders                                                   
|10.16      |  | Removal and Replacement of Lenders                                
|10.17      |  | Governing Law                                                     
|10.18      |  | Waiver of Right to Trial by Jury                                  
|10.19      |  | Release of Guaranty Agreements, Promissory Notes                  
|10.20      |  | ENTIRE AGREEMENT                                                  
|           |  | SIGNATURES                                                        
|SCHEDULES 
|2.01       |  | Commitments and Pro Rata Shares                                   
|5.06       |  | Litigation                                                        
|5.09       |  | Environmental Matters                                             
|5.13       |  | Subsidiaries and Other Equity Interests                           
|7.01       |  | Existing Liens                                                    
|7.03       |  | Existing Indebtedness                                             
|10.02      |  | Eurodollar and Domestic Lending Offices, Addresses for Notices    
|EXHIBITS  
|           |  | Form of                                                           
|A          |  | Loan Notice                                                       
|B          |  | Loan Note                                                         
|C          |  | Compliance Certificate                                            
|D          |  | Assignment and Acceptance Agreement                               
|E          |  | Opinion of Counsel                                                
|F          |  | Subordination Agreement                                           

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AMENDED AND RESTATED CREDIT AGREEMENT

THISAMENDED AND RESTATED CREDIT AGREEMENT(this "Agreement")
dated as of January 24, 2003 is made and entered into by and amongENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (the
"Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a
"Lender"), BANK OF AMERICA, N.A., as Administrative Agent, and L/C Issuer, Bank of Montreal, as Syndication Agent, and Toronto Dominion
(Texas), Inc. and Wachovia Bank, National Association, as Co-Documentation Agents.

WHEREAS,
the Borrower, the Operating Partnership (as herein defined), the Administrative Agent, the other agents named therein and the other financial institutions named and defined
therein as Lenders (collectively, the "Existing Lenders") are parties to that certain Credit Agreement dated as of January 29, 2002, pursuant to which the Existing Lenders provided extensions
of credit to the Borrower (the "Existing Credit Agreement"); and

WHEREAS,
the Borrower, the Administrative Agent and the other parties hereto desire to amend and restate the Existing Credit Agreement in its entirety in the form of this amended and
restated agreement; and

WHEREAS,
after giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to the terms hereof, the Pro Rata Share (as herein defined) of each Lender
hereunder will be as set forth onSchedule 2.01hereto.

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.As used in this Agreement, the following terms shall have the meanings set forth below:

"Acquired Assets" has the meaning set forth in the definition of "Incremental EBITDA".

"Acquired Subsidiary" has the meaning set forth in the definition of "Incremental EBITDA".

"Administrative Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent.

"Administrative Agent's Office" means the Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or
account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

"AFUDC" means allowance for funds used during construction as determined in accordance with generally accepted regulatory accounting
principles or by rate-regulated Persons, as applicable.

"AFUDC Rate" means, with respect to each corresponding regulated project designated by the Borrower and as of the relevant date of
determination, the applicable rate or rates allowed with respect to such project as determined in accordance with generally accepted regulatory accounting principles or by such
rate-regulated Person, as applicable.

"Affiliate" means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.

"Agent/Arranger Fee Letter" has the meaning specified inSection 2.10(c).

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"Agent-Related Persons" means the Administrative Agent (including any successor administrative agent permitted hereby), together with its
Affiliates (including, in the case of Bank of America in its capacity
as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

"Aggregate Commitments" means at any time the sum of the Commitments of all the Lenders under this Agreement and all Lenders (as defined
in the Amended and Restated 364-Day Credit Agreement) under the Amended and Restated 364-Day Credit Agreement; provided, that after the Revolving Commitment Termination Date
(as such term is defined in the Amended and Restated 364-Day Credit Agreement) (unless such date shall occur as a result of clause (c) of the definition thereof), at any time the
Commitments of all the Lenders under the Amended and Restated 364-Day Credit Agreement shall be deemed to be equal to the sum of the outstanding Revolving Loans and L/C Obligations of all
the Lenders (as such terms are defined in the Amended and Restated 364-Day Credit Agreement) as of such time.

"Amended and Restated 364-Day Credit Agreement" means that certain Amended and Restated 364-Day Credit Agreement
dated as of January 24, 2003, among the Borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents therein named.

"Applicable Rate" means the following percentages per annum, based upon (a) the Corporate Credit Rating, during the period from the
Closing Date until the date the Borrower receives a Debt Rating, and (b) the Debt Rating, from and after the date the Borrower receives a Debt Rating:

|Applicable Rate | 
|--------------- | 
|
|1               | 
|2               | 
|3               | 
|4               | 
|5               | 
|6               | 



Initially,
the Applicable Rate shall be determined based upon the Corporate Credit Rating or Debt Rating, as applicable, specified in the certificate delivered pursuant to Section 4.01(a)(vi). Thereafter,

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each change in the Applicable Rate resulting from a publicly announced change in the Corporate Credit Rating or Debt Rating, as applicable, 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.

"Approved Fund" means any Fund that is administered or managed by (a) a Lender or (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Arranger" means Banc of America Securities LLC, in its capacity as lead arranger and book manager.

"Assignee Conditions" means, in relation to any Person described in clause (c) of the defined term "Eligible Assignee", the
conditions as follow: (i) if a Lender assigns to such an Eligible Assignee less than all of its Commitment and the Loans at the time owing to it (or a participation in its L/C Obligations), any
right of such assigning Lender and such assignee to vote as a Lender, or any other direct claim or right against the Borrower in relation to this Agreement, shall be uniformly exercised or pursued by
such assigning Lender and such assignee; and (ii) such assignee shall not be entitled to payment from the Borrower underArticle IIIof
amounts in excess of those payable to such Lender assignor under such Article (determined without regard to such assignment or transfer).

"Assignment and Acceptance" means an Assignment and Acceptance substantially in the form of Exhibit D.

"Attorney Costs" means and includes all fees and disbursements of any law firm or other external counsel but expressly excludes the
allocated cost of internal legal services and all disbursements of internal counsel.

"Attributable Indebtedness" means, on any date, in respect of any capital lease of any Person, the capitalized amount thereof that would
appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

"Audited Financial Statements" means the audited consolidated balance sheet of the Borrower and its Subsidiaries and Unrestricted
Subsidiaries for the fiscal year ended December 31, 2001, and the related consolidated statements of income and cash flows for such fiscal year of such Persons.

"Bank of America" means Bank of America, N.A.

"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 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.

"Base Rate Loan" means a Loan that bears interest based on the Base Rate.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America.

"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 each of the
Lenders pursuant toSection 2.01.

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"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws
of, or are in fact closed in, each of (a) the state where the Administrative Agent's Office is located and (b) the City of Calgary, Alberta, Canada, and if such day relates to any
Eurodollar Rate Loan, it must also be a day on which dealings in Dollar deposits are conducted by and between banks in the applicable offshore Dollar interbank market.

"Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which
documents are hereby consented to by the Lenders). Derivatives of such term shall have corresponding meaning.

"Change of Control" shall mean (i) the failure of Enbridge Energy Company, Inc., a Delaware corporation, or any other
Person, in each case during the period that such Person is the general partner of the Borrower, to constitute a Subsidiary of Enbridge Inc., a corporation incorporated under the federal laws of
Canada, (ii) the failure of Enbridge Energy Company, Inc. or any other Subsidiary or Subsidiaries of said Enbridge Inc. at any time to constitute all of the general partners of
the Borrower, or (iii) the failure of the Operating Partnership to constitute a Subsidiary of the Borrower.

"Closing Date" means the first date all the conditions precedent inSection 4.01are satisfied or waived in accordance withSection 4.01(or, in the case of Section 4.01(b), waived by the Person entitled to receive the applicable payment).

"Code" means the Internal Revenue Code of 1986.

"Commitment" means, as to each Lender, its obligation to (a) make Loans to the Borrower pursuant to Section 2.01 and
(b) purchase participations in L/C Obligations, in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01,
as such amount may be reduced or adjusted from time to time in accordance with this Agreement (the aggregate Commitments of all the Lenders, collectively, the
"Commitments").

"Compliance Certificate" means a certificate substantially in the form of Exhibit C.

"Consenting Lenders" has the meaning specified inSection 2.15(b).

"Consolidated" or "consolidated" when used with reference to a Subsidiary or an
Unrestricted Subsidiary means that such Subsidiary or Unrestricted Subsidiary is consolidated for financial reporting purposes in accordance with GAAP.

"Consolidated EBITDA" means, for any period, an amount equal to the sum of (a) Consolidated Net Income, (b) consolidated
interest expense deducted in determining such Consolidated Net Income, (c) the amount of taxes, based on or measured by income, used or included in the determination of such Consolidated Net
Income, and (d) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income.

"Consolidated Funded Debt" means, as of any date of determination, for the Borrower and its Subsidiaries (for the avoidance of doubt,
excluding the Unrestricted Subsidiaries) on a consolidated basis, the sum of (without duplication) the following (a) the outstanding principal amount of all obligations, whether current or
long-term, for borrowed money (including all Obligations hereunder),
(b) that portion of obligations with respect to capital leases that are capitalized in the consolidated balance sheet of the Borrower and its Subsidiaries, and (c) without duplication,
the unpaid principal amount of all Guarantee Obligations with respect to Indebtedness of the type specified in subsections (a) and (b) above of Persons other than the Borrower or any of
its Subsidiaries and excluding in all cases Qualifying Subordinated Indebtedness owing to an Affiliate of the Borrower.

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"Consolidated Interest Charges" means, for any period, for the Borrower and its Subsidiaries (for the avoidance of doubt, excluding the
Unrestricted Subsidiaries) on a consolidated basis, (a) all interest expense (and in the case of capital leases the portion of rent expense that is treated as interest in accordance with GAAP)
on all Consolidated Funded Debt of the Borrower and its Subsidiaries, and (b) all cash interest expense on Qualifying Subordinated Indebtedness, in each case during such period.

"Consolidated Net Income" means, for any period, the net income of the Borrower and its Subsidiaries (for the avoidance of doubt,
excluding the Unrestricted Subsidiaries) from continuing operations (excluding gains or losses resulting from mark to market activity as a result of the implementation of Statement of Financial
Accounting Standard 133, as amended) before extraordinary items (excluding gains or losses from Dispositions of assets) for that period determined on a consolidated basis; provided, for the purposes of
the definition of Material Subsidiary, Consolidated Net Income shall be calculated by including the Unrestricted
Subsidiaries.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound pursuant to which such Person is obligated to perform an agreement or other undertaking.

"Corporate Credit Rating" has the meaning set forth in the definition of "Applicable
Rate."

"Credit Extension" means each of the following: (a) a Borrowing or (b) an L/C Credit Extension.

"Declining Lender" has the meaning specified inSection 2.15(a).

"Debt Rating" has the meaning set forth in the definition of "Applicable Rate."

"Debtor Relief Laws" means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally.

"Default" means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

"Default Rate" means an interest rate equal to (a) the Base Rateplus(b) the Applicable Rate, if any, applicable to Base Rate Loansplus(c) 2% per annum;provided,
however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws.

"Delegate" means Enbridge Energy Management, L.L.C., the delegate of the General Partner, and its successors and permitted assigns.

"Disposition" or "Dispose" means the sale, transfer, license or other disposition
(including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable
or any rights and claims associated therewith.

"Distribution" for any Person means, with respect to any shares of any capital stock, any units, any partnership interests or other equity
securities or ownership interests issued by such Person, (a) the retirement, redemption, purchase, or other acquisition for value of any such securities, (b) the declaration or payment
of any dividend on or with respect to any such securities, and (c) any other payment by such Person with respect to such securities.

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"Documentation Agents" means Toronto Dominion (Texas), Inc. and Wachovia Bank, National Association in their capacity as
documentation agents under any of the Loan Documents, or any successor documentation agents.

"Dollar" and "$" means lawful money of the United States of America.

"EBITDA" means for any period and for any Person and its consolidated Subsidiaries the sum of (a) net income of such Person and its
consolidated Subsidiaries from continuing operations (excluding gains or losses resulting from mark to market activity as a result of the implementation of Statement of Financial Accounting Standard
133, as amended) before extraordinary items (excluding gains or losses from dispositions of assets), and (b) to the extent deducted in determining net income of such Person and its consolidated
Subsidiaries (i) all interest expenseplusthe portion of rent expense of such Person under capitalized leases that is treated as interest in
accordance with GAAP, (ii) the amount of taxes, based on or measured by income, and (iii) the amount of depreciation and amortization expense, in each case of such Person and its
consolidated Subsidiaries for such period.

"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender that is financially capable of performing the
obligations of a Lender under this Agreement; (c) an Approved Fund that is financially capable of performing the obligations of such Lender under this Agreement; and (d) any other Person
(other than a natural Person) approved by the Administrative Agent, in the case of any assignment of a Loan, the L/C Issuer, and, unless (x) such Person is taking delivery of an assignment in
connection with physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably
withheld or delayed).

"Environmental Laws" means all Laws relating to environmental, health, safety and land use matters applicable to any property.

"ERISA" means the Employee Retirement Income Security Act of 1974 and any rules and regulations issued pursuant thereto.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) the incurrence by the Borrower of liability
with respect to a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by the Borrower of liability with
respect to a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the incurrence
by the Borrower of liability with respect to the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the incurrence by the Borrower of liability with respect to an event or condition which could
reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or
(f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
the Borrower or any ERISA Affiliate; and with respect to each of the occurrences described in the presiding clauses (a) through (f), which could reasonably be expected to have a Material
Adverse Effect.

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"Eurodollar Rate" means for any Interest Period with respect to any Eurodollar Rate Loan:



"Eurodollar Rate Loan" means a Loan that bears interest at a rate based on the Eurodollar Rate.

"Event of Default" means any of the events or circumstances specified in Article VIII.

"Excess Swap Termination Value" means, as of any quarter-end date of determination, an amount equal to the excess of(a) the net aggregate Swap Termination Value as
of such quarter-end date of (i) all Swap Contracts pursuant to which
one or more Subsidiaries of the Borrower are obligated as a counterparty and for which no other Subsidiary of the Borrower has a Guarantee Obligation with respect thereto,
and (ii) all Swap Contracts for which one or more Subsidiaries of the Borrower has a Guarantee Obligation, in each case without duplication of any such Swap Contracts and Guarantee Obligations
with respect theretoover(b) $150,000,000.

"Excluded Subsidiary" means any Subsidiary which is subject to any Excluded Subsidiary Transfer Restrictions; provided, however, that a
Subsidiary that is subject to Excluded Subsidiary Transfer Restrictions will not be deemed to be an Excluded Subsidiary by reason of such Excluded Subsidiary Transfer Restrictions if, after giving
effect thereto, such Subsidiary is permitted to make the payments, loans, advances and transfers of the type described in clauses (w), (x), (y) and (z) of the definition of Intercompany
Restrictions to the Borrower or to at least one other Subsidiary that is not subject to any Excluded Subsidiary Transfer Restrictions that restrict such Subsidiary's ability to make such payments,
loans, advances and transfers to the Borrower.

"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 inclause (B)(c)of Section 7.03(a)(i).

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"Extension Effective Date" has meaning specified inSection 2.15(b).

"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day;providedthat (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

"Financial Restrictions" has the meaning specified inSection 6.14.

"Foreign Lender" has the meaning specified inSection 10.15.

"Fund" means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its business.

"Funded Debt" of any Person (an "Obligor"), means, as of any date of determination, the
sum of (without duplication) the following: (a) the outstanding principal amount of all obligations of such Obligor, whether current or long-term, for borrowed money;
(b) that portion of obligations of such Obligor with respect to capital leases that are capitalized in a balance sheet of such Obligor; and (c) without duplication, the unpaid principal
amount of all Guarantee Obligations of such Obligor with respect to Indebtedness of the type specified in subsections (a) and (b) above of Persons other than such Obligor.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant
segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied.

"General Partner" means Enbridge Energy Company, Inc., a Delaware corporation, and after the date hereof, any one or more
Subsidiaries of Enbridge Inc., a corporation incorporated under the federal laws of Canada, that shall succeed Enbridge Energy Company, Inc. in the capacity as general partner of the
Borrower.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of
or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

"Guarantee Obligation" means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guarantying or having
the economic effect of guarantying any Indebtedness or other obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or
other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner

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the obligees in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligees against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person; provided,
however, that the term "Guarantee Obligation" shall not include endorsements of instruments for deposit or collection in the ordinary course
of business. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guarantying Person in good faith.

"Honor Date" has the meaning set forth inSection 2.04(c)(i).

"Incremental EBITDA" means, (i) as to any Person which becomes a Subsidiary (an "Acquired
Subsidiary") as a result of an acquisition by the Borrower or a Subsidiary of such Acquired Subsidiary, EBITDA of such Person for the four full quarters ending immediately
prior to the acquisition of such Acquired Subsidiary, or (ii) in regard to the acquisition of all or substantially all of the business or assets of any Person or the operating division or
business unit of any Person (an "Acquired Asset") by the Borrower or a Subsidiary, EBITDA with respect to the Acquired Asset for the four full quarters
ending immediately prior to the acquisition of such Acquired Asset, as reasonably determined by the Borrower and reasonably acceptable to the Administrative Agent.

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



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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 Lenders. 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.

"Indemnified Liabilities" has the meaning set forth inSection 10.05.

"Indemnitees" has the meaning set forth inSection 10.05.

"Intercompany Restrictions" has the meaning set forth inSection 7.03(a)(i).

"Interest Coverage Ratio" means, with respect to a four-quarter period, the ratio of Pro Forma EBITDA to Consolidated Interest
Charges. If, in connection with any acquisition by the Borrower or any Subsidiary of any Person or all or substantially all of the business or assets of any Person or the operating division or
business unit of any Person, any Indebtedness is incurred or assumed by the Borrower or any Subsidiary, Consolidated Interest Charges shall be calculated, on a pro forma basis for the four quarters
most recently completed and corresponding to the four-quarter period for which
corresponding Pro Forma EBITDA is calculated, as if such Indebtedness had been incurred on the first day of such period. As of any date, the interest rate used in the calculation of such pro forma
adjustments shall be the pricing in effect for the Loans under this Agreement.

"Interest Payment Date" means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to
such Loan;provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and
the Maturity Date.

"Interest Period" means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or
converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice; providedthat:



"IRS" means the United States Internal Revenue Service.

"Laws" means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

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"L/C Advance" means, with respect to each Lender, such Lender's funded participation in any Unreimbursed Amount in accordance with Section 2.04(c)(iii).

"L/C Borrowing" means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date
when made or refinanced as a Borrowing.

"L/C Credit Extension" means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the
renewal or increase of the amount thereof.

"L/C Issuer" means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder.

"L/C Obligations" means, as at any date of determination, the aggregate undrawn face amount of all outstanding Letters of Credit plusto the extent unreimbursed, the
aggregate of all Unreimbursed Amounts, including, without duplication, all L/C Borrowings and L/C Advances.

"L/C Sublimit Effective Date" has the meaning set forth in the definition of "Letter of Credit Sublimit."

"Lender" has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C Issuer.

"Lending Office" means, as to any Lender, the office or offices of such Lender described as such on Schedule 10.02, or such other office or offices as a Lender may
from time to time notify the Borrower and the Administrative Agent.

"Letter of Credit" means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby
letter of credit.

"Letter of Credit Application" means an application and agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the L/C Issuer and on terms satisfactory to the L/C Issuer and the Borrower;provided, in the event of any conflict between such
application and agreement and the terms of this Agreement, the terms of this Agreement shall control.

"Letter of Credit Expiration Date" means the day that is seven days prior to the Maturity Date (or, if such day is not a Business Day, the
next preceding Business Day).

"Letter of Credit Sublimit" means an amount equal to the lesser of the Commitments and $50,000,000. The Letter of Credit Sublimit is part
of, and not in addition to, the Commitments.

"Lien" means any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge, security interest
or any other arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any
of the foregoing, a deposit arrangement and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction) for a creditor's claim to be satisfied from
assets or proceeds prior to the claims of other creditors or the owners, including, if applicable, the interest of a purchaser of accounts receivable but excluding the title of the lessor under any
operating lease.

"Loan" means a loan made by a Lender to Borrower pursuant to this Agreement, as defined in Section 2.01.

"Loan Documents" means this Agreement, each Note, the Agent/Arranger Fee Letter, each Request for Credit Extension and each Compliance
Certificate.

"Loan Notice" means written or telephonic notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Loans as the same Type, pursuant toSection 2.02(a), which, if in writing, shall be substantially in the form of Exhibit Aor if telephonic, shall

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be immediately followed by written notice in the form ofExhibit A;provided, any such telephone
notice shall be irrevocable when given notwithstanding that it is required to be so confirmed in writing.

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, financial condition, prospects or assets of the Borrower and its consolidated Subsidiaries (other than the Unrestricted Subsidiaries) taken as a whole; (b) a material
impairment of the ability of the Borrower to pay any Obligation when due or otherwise to perform its material obligations under this Agreement or any Note; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against the Borrower of this Agreement or any Note.

"Material Subsidiary" means (i) any Subsidiary that directly or through one or more Subsidiaries (a) owns assets with a book
value equal to 10% or more of the book value of the consolidated assets of the Borrower, its Consolidated Subsidiaries and its Consolidated Unrestricted Subsidiaries, or (b) contributed 10% or
more of Consolidated Net Income for any fiscal quarter during the four fiscal quarters most recently ended of the Borrower, its Consolidated Subsidiaries and its Consolidated Unrestricted
Subsidiaries, or (c) is a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act
of 1933, as amended, as such Regulation is in effect on any date of determination. A Subsidiary will be deemed to have become a Material Subsidiary on either (i) the date of its acquisition or
formation, if after giving effect to such acquisition or formation, it constitutes a Material Subsidiary, as reasonably determined by the Borrower and reasonably acceptable to the Administrative
Agent, or, if applicable (ii) the 75th day following the end of each of the first 3 fiscal quarters of the Borrower or the 120th day following the end of each fiscal year of the Borrower, as
applicable, if as of the immediately preceding quarter-end or year-end, as applicable, and based on the financial statements prepared for such ending quarterly or annual
period, it constituted a Material Subsidiary, as reasonably determined by the Borrower and reasonably acceptable to the Administrative Agent.

"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. "Scheduled Maturity Date" means January 24, 2006, or such later date to which the tenor of
Commitments may be extended in accordance withSection 2.15.

"Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof, or if no such successor,
any other debt rating agency selected by the Borrower and approved by the Required Lenders.

"Mortgage" shall mean, collectively, the mortgage, security agreement and fixture filings between the Operating Partnership and the
Trustee, each dated as of December 12, 1991, as amended, modified or supplemented from time to time and in effect, and covering assets located in Illinois, Indiana, Michigan, Minnesota, New
York, North Dakota and Wisconsin.

"Mortgage Note Agreements" shall mean, collectively, those certain Note Agreements, each dated as of December 12, 1991, between the
Operating Partnership and each of the respective purchasers of the Mortgage Notes, as amended, modified or supplemented from time to time and in effect.

"Mortgage Notes" shall mean, collectively, the promissory notes aggregating $310,000,000 principal amount issued pursuant to the Mortgage
Note Agreements, dated December 12, 1991 and executed by the Operating Partnership, together with and any loan agreement and security documents executed in
connection therewith, any and all instruments given in renewal, extension, modification, or rearrangement of or in substitution or replacement for any one or more of the foregoing described promissory
notes and other documents, whether given to the original purchaser thereof (or its designee) or any other Person and other documents.

"Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or
any ERISA Affiliate makes or is obligated to make contributions.

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"Net Tangible Assets" means tangible assets of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding the Unrestricted
Subsidiaries) on a consolidated basis.

"Non-OLP Consolidated Funded Debt" means, as of any date of determination, for the Non-OLP Subsidiaries on a
consolidated basis, the sum of (without duplication) (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money, (b) that
portion of obligations with respect to capital leases that are capitalized in the consolidated balance sheet of the Non-OLP Subsidiaries, and (c) without duplication, the unpaid
principal amount of all Guarantee Obligations with respect to Indebtedness of the type specified in subsections (a) and (b) above of Persons other than the Non-OLP
Subsidiaries.

"Non-OLP Consolidated Net Income" means, for any period, the net income of the Non-OLP Subsidiaries from
continuing operations (excluding gains or losses resulting from mark to market activity as a result of the implementation of Statement of Financial Accounting Standard 133, as amended) before
extraordinary items (excluding gains or losses from Dispositions of assets) for that period.

"Non-OLP Indebtedness Limitation" has the meaning specified in Section 7.15.

"Non-OLP Inter-Company Indebtedness" means Indebtedness owed by a Non-OLP Subsidiary to the Borrower or to a
Wholly-Owned Non-OLP Subsidiary (other than, for the avoidance of doubt, an Unrestricted Subsidiary).

"Non-OLP Pro Forma EBITDA" means, for any period, at the time of any determination thereof, without duplication,
(a) Non-OLP Consolidated Net Income, plus (b) to the extent actually deducted in determining such Non-OLP Consolidated Net Income, interest expense (and in the
case of capital leases the portion of rent expense that is treated as interest in accordance with GAAP), income taxes, depreciation and amortization for the Non-OLP Subsidiaries for such
period, calculated on a pro forma
basis making adjustments for acquisitions of any Person or all or substantially all of the business or assets of any other Person or the operating division or business unit of any Person made during
such period, to the extent not reflected in such Non-OLP Consolidated Net Income.

"Non-OLP Subsidiaries" means Subsidiaries (for the avoidance of doubt, excluding Unrestricted Subsidiaries) of the Borrower
other than the Operating Partnership and Operating Partnership Subsidiaries.

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

"Obligations" means all advances to, and debts, liabilities and obligations of the Borrower arising under any Loan Document, whether
direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after the commencement by or against the Borrower of any
proceeding under any Debtor Relief Laws naming the Borrower as the debtor in such proceeding.

"OLP Indebtedness Limitation" has the meaning specified inSection 7.16.

"OLP Inter-Company Indebtedness" means Indebtedness owed by the Operating Partnership or by an Operating Partnership Subsidiary to the
Borrower, to the Operating Partnership, or to a Wholly-Owned Operating Partnership Subsidiary (other than, for the avoidance of doubt, an Unrestricted Subsidiary).

"Operating Partnership" means Enbridge Energy, Limited Partnership, a Delaware limited partnership, a Subsidiary of the Borrower.

"Operating Partnership Subsidiary" means any Subsidiary (for the avoidance of doubt, excluding Unrestricted Subsidiaries) of the Operating
Partnership.

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"Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws;
(b) with respect to any limited liability company, the certificate of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation
with the secretary of state or other department in the state of its formation, in each case as amended from time to time.

"Outstanding Amount" means (i) with respect to Loans, on any date, the aggregate outstanding principal amount thereof after giving
effect to any borrowings and prepayments or repayments occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

"Participant" has the meaning specified inSection 10.07(d).

"PBGC" means the Pension Benefit Guaranty Corporation.

"Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA, and in respect of which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of (or if such plan
were terminated would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA at any time during the immediately preceding five plan years.

"Person" means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm, joint venture or Governmental Authority.

"Plan" means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any
ERISA Affiliate.

"Pro Forma EBITDA" means, at the time of any determination thereof, without duplication, (a) Consolidated Net Income, plus
(b) to the extent actually deducted in determining such Consolidated Net Income, interest expense, income taxes, depreciation and amortization for the Borrower and its consolidated Subsidiaries
for the preceding four quarters ending on such date (the "Subject Period"), calculated on a pro forma basis (1) making adjustments for
acquisitions of any Person or all or substantially all of the business or assets of any other Person or the operating division or business unit of any Person made during such Subject Period, to the
extent not reflected in such Consolidated Net Income, and (2) including Total AFUDC (but not an amount of Total AFUDC in excess of 5% of Consolidated EBITDA of the Borrower and its consolidated
Subsidiaries for such Subject Period). If any Subsidiary is an Excluded Subsidiary on both (i) the last day of a Subject Period and (ii) on the date (as used in this paragraph, the
"Determination Date") that is the earlier of (x) the date that the
Borrower delivers a Compliance Certificate pursuant toSection 6.02(b)for such Subject Period and (y) the date that the Borrower is
required to deliver such Compliance Certificate pursuant toSection 6.02(b), then the net income of such Subsidiary shall not be included in the
calculation of Consolidated Net Income for such Subject Period and such Subsidiary's interest expense, income taxes, depreciation and amortization shall not be added to Consolidated Net Income
pursuant to clause (b) above. If a Subsidiary is not an Excluded Subsidiary on the last day of the Subject Period, or if such Subsidiary is an Excluded Subsidiary on the last day of a Subject
Period but is no longer an Excluded Subsidiary on the Determination Date, then such Subsidiary will not be considered an Excluded Subsidiary during any part of the Subject Period, its net income will
be included in the calculation of

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Consolidated Net Income for the Subject Period to the same extent as if it had not been an Excluded Subsidiary during any part of the Subject Period, and its interest expense, income taxes,
depreciation and amortization will be added to Consolidated Net Income pursuant to clause (b) above. For the avoidance of doubt, and by way of an example (but not exhaustive of all other
applicable examples), the EBITDA for a Subject Period which is attributable to a Subsidiary, that at any time during that Subject Period was an Excluded Subsidiary, shall nonetheless be included in
the Pro Forma EBITDA for such Subject Period if, on either the last day of the Subject Period or the Determination Date such Subsidiary is, for whatever reason, no longer an Excluded Subsidiary,
including by reason of discharging the Indebtedness that imposed the applicable Excluded Subsidiary Transfer Restriction or Excluded Subsidiary Transfer Restrictions or having otherwise terminated the
application of all related provisions that imposed such restriction or restrictions.

"Project AFUDC" means, with respect to each corresponding regulated project designated by the Borrower and as of the relevant date of
determination, (a) prior to the "into-service date", an amount equal to the product of (i) the cumulative, aggregate regulated capital expended as of the relevant date of
determination with respect to such project multiplied by (ii) the applicable annual AFUDC Rate, or (b) following its "into-service date", (X) for the first quarter
following the "into-service date", (i) the product of the cumulative, aggregate regulated capital expended prior to the "into-service date" with respect to such project multiplied by(ii) 75%
of the applicable annual AFUDC Rate or, (Y) for the second quarter following the "into-service date",
(i) the product of the cumulative, aggregate regulated capital expended prior to the "into-service date" with respect to such projectmultiplied by(ii) 50% of the applicable annual AFUDC Rate
or, (Z) for the third quarter following the "into-service date", (i) the product of the
cumulative, aggregate regulated capital expended prior to the "into-service date" with respect to such projectmultiplied by(ii) 25%
of the applicable annual AFUDC Rate.

"Pro Rata Share" means, with respect to each Lender, the percentage (carried out to the ninth decimal place) of the Commitments set forth
opposite the name of such Lender onSchedule 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 Fhereto.

"Ratable Share of Excess Swap Termination Value" means, as of any quarter-end date of determination:



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"Refinancing" means, with respect to any Indebtedness, the extension, refinancing, renewal, replacement, defeasance or refunding of such
Indebtedness.

"Register" has the meaning set forth inSection 10.07(c).

"Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived.

"Request for Credit Extension" means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, and
(b) with respect to an L/C Credit Extension, a Letter of Credit Application.

"Required Lenders" means, as of any date of determination, Lenders whose Voting Percentages aggregate to more than 50%.

"Responsible Officer" means the president, chief financial officer, chief accountant, controller, treasurer, assistant treasurer,
secretary or assistant secretary of the Borrower, the General Partner or the Delegate.

"Restrictive Agreement" has the meaning set forth inSection 6.14(i).

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. or any successor
to the rating agency business thereof, or if no such successor, any other debt rating agency selected by the Borrower and approved by the Required Lenders.

"Scheduled Maturity Date" has the meaning set forth in the definition of "Maturity Date".

"Senior Indenture" means that certain Indenture dated September 15, 1998 providing for the issuance of senior debt securities of
the Operating Partnership, which indenture is between the Operating Partnership, as issuer, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as trustee.

"Senior Unsecured Notes" means, collectively, the following: (a) the 7% senior notes due 2018 in the aggregate principal amount of
$100,000,000 issued by the Operating Partnership pursuant to the Senior Indenture; (b) the 71/8% senior notes due 2028 in the aggregate principal amount of $100,000,000 issued by
the Operating Partnership pursuant to the Senior Indenture; (c) the 7.9% senior notes due 2012 in the aggregate principal amount of $100,000,000 issued by the Operating Partnership pursuant to
the Senior Indenture; and (d) such other senior unsecured notes issued by the Operating Partnership on or after the Closing Date pursuant to the Senior Indenture.

"Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a
majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by
reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower. In the definition of "Unrestricted
Subsidiaries", the term "Subsidiary" means each Subsidiary of the Borrower.

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In all other provisions of this Credit Agreement and the other Loan Documents, the term "Subsidiary" does not include any Unrestricted Subsidiary.

"Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the
foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject
to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

"Swap Termination Value" means, in respect of each Swap Contract, after taking into account the effect of any netting agreement related to
such Swap Contract, (a) for any date on or after the date there has been an early termination of the transactions under such Swap Contract and a termination value has been determined in
accordance therewith, such termination value, and (b) for any date prior to the date referenced in clause (a) the amount determined as the mark-to-market value
for such Swap Contract, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contract (which may include any
Lender).

"Syndication Agent" means Bank of Montreal in its capacity as syndication agent under any of the Loan Documents, or any successor
syndication agent.

"Threshold Amount" means $25,000,000.

"Total AFUDC" means, as of the relevant date of determination, the sum of all Project AFUDC.

"Type" means with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

"Unfunded Pension Liability" means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the
current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

"Unreimbursed Amount" has the meaning set forth inSection 2.04(c)(i).

"Unrestricted Subsidiaries" means any Subsidiary of the Borrower that is designated to the Administrative Agent 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 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 underSection 7.04hereof, (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 toSection 6.01or 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.

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"Voting Percentage" means, as to any Lender, (a) at any time when the Commitments are in effect, such Lender's Pro Rata Share and
(b) at any time after the termination of the Commitments, the percentage (carried out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such Lender's
Loans,plus(B) such Lender's Pro Rata Share of the Outstanding Amount of L/C Obligations, then constitutes of (ii) the Outstanding Amount
of all Loans and L/C Obligations;provided,however, that if any Lender has failed to fund any portion
of the Loans or participations in L/C Obligations required to be funded by it hereunder, such Lender's Voting Percentage shall be deemed to be zero percent (0%), and the respective Pro Rata Shares and
Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of "Required Lenders" without regard to such Lender's Commitment or the outstanding
amount of its Loans, and L/C Advances, as the case may be.

"Wholly-Owned" when used to describe a Subsidiary means that all of the equity of such Subsidiary is wholly owned by the Borrower, either
directly or indirectly through another wholly-owned Subsidiary of the Borrower.

1.02Other 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.



(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,exceptas 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).

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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    Loans.Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans
(each, a "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 such Lender's Commitment;provided,however, that after giving effect to any Borrowing,
(i) the aggregate Outstanding Amount of all Loans and L/C Obligations shall not exceed the Commitments, and (ii) the aggregate Outstanding Amount of the Loans of any Lender, plussuch Lender's
Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender's Commitment. Within the limits of each
Lender's Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under thisSection 2.01, prepay under Section 2.06, and reborrow under thisSection 2.01. Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.

2.02    Borrowings, Conversions and Continuations of Loans.

(a)  Each
Borrowing (other than an L/C Borrowing), each conversion of Loans from one Type to the other, and each continuation of Loans as the same Type shall be made upon the
relevant Borrower's irrevocable notice to the Administrative Agent. Each such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and
(ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of 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 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 Loans from one Type to the other, or a continuation of 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 Loans to be borrowed, converted or continued,
(iv) the Type of Loans to be borrowed or to which existing 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 Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable 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, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the applicable Loans, and if no timely notice of
a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding
subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not
later than 1:00 p.m.,

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New York time, on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth inSection 4.02(and, if such Borrowing is the initial Credit
Extension,Section 4.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the
amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower; provided,however, that if, on the date of the Borrowing there are L/C Borrowings outstanding, then the
proceeds of such Borrowing shall be applied,first, to the payment in full of any such L/C Borrowings, and second, to the Borrower as provided above.

(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 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 Required Lenders, and the Required
Lenders 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
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such
interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Administrative Agent shall notify the relevant Borrower
and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)  After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than
5 Interest Periods in effect with respect to Loans.

2.03    Intentionally Blank.

2.04    Letters of Credit.

(a)The Letter of Credit Commitment.



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(b)Procedures for Issuance and Amendment of Letters of Credit.



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(c)Drawings and Reimbursements; Funding of Participations.



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(d)Repayment of L/C Advances.



(e)Obligations Absolute.The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each
Letter of Credit that it has requested to be issued, and to repay each such L/C Borrowing and each drawing under a Letter of Credit that is paid by a corresponding Borrowing of Loans or L/C Advances,
shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:



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The
Borrower shall promptly examine a copy of each Letter of Credit that is has requested to be issued and each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Borrower's instructions or other irregularity, the Borrower shall immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim
against the L/C Issuer and its correspondents unless such notice is immediately given as aforesaid.

(f)Role of L/C Issuer.Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit,
the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire
as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No Agent-Related Person nor any of the respective correspondents,
participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence, willful misconduct or violation of Law; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit;provided,however, that this
assumption is not intended to, and shall not, preclude such Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses
(i) through (v) ofSection 2.04(e);provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the
L/C Issuer's willful misconduct, gross negligence or violation of Law or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear

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on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason.

(g)Cash Collateral.Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and until such borrowing has been reimbursed or otherwise paid (including pursuant to a
Borrowing), or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall, upon the
Administrative Agent's request, immediately Cash Collateralize the then Outstanding Amount of all such L/C Obligations (in an amount equal to such Outstanding Amount). The Borrower hereby grants the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on its interest in such Cash Collateral to secure the outstanding and unpaid amount of a L/C Borrowing or Letter of
Credit remaining outstanding as of the Letter of Credit Expiration Date, in each case as referred to in clause (i) or (ii) of this Section; providedthat when such amount shall no longer be
outstanding and unpaid, such Cash Collateral shall be released from such Lien and returned to the
Borrower. Cash
Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America or other institutions satisfactory to it.

(h)Applicability of ISP98 and UCP.Unless otherwise expressly agreed by the L/C Issuer and the Borrower with
the consent of the Required Lenders when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the "International Standby
Practices 1998" published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the
"ICC") at the time of issuance (including, to the extent it is applicable, the ICC decision published by the Commission on Banking Technique and
Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each commercial Letter of Credit.

(i)Letter of Credit Fees.The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued at its request equal to the Applicable Rate for Letters of Credit multiplied by the actual daily maximum
amount available to be drawn under such Letter of Credit. Such fee for each Letter of Credit shall be due and payable on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date. If there is any change in the Applicable Rate during any quarter, the actual
daily amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.The Borrower shall pay directly
to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued at its request, as provided in the Agent/Arranger Fee Letter, 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 issuance of such Letter of Credit, and on the Letter of Credit Expiration
Date. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit issued at its request as from time to time in effect. Such fees and charges are due and payable on demand and are nonrefundable.

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(k)Conflict with Letter of Credit Application.In the event of any conflict between the terms hereof and the
terms of any Letter of Credit Application, the terms hereof shall control.

2.05    Intentionally Omitted.

2.06    Prepayments.

(a)  The
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; providedthat (i) such notice must
be received by the Administrative Agent not later than 11:00 a.m., New York time, (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 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. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of such Lender's Pro Rata Share of such prepayment. 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon,
together with any additional amounts required pursuant toSection 3.05. Each such prepayment shall be applied to the Loans of the Lenders in
accordance with their respective Pro Rata Shares.

(b)  If
for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Commitments then in effect, the Borrower shall immediately prepay its
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

2.07    Reduction or Termination of Commitments.The Borrower may, upon notice to the Administrative Agent,
terminate the Commitments, or permanently reduce the Commitments to an amount not less than the then
Outstanding Amount of all Loans and L/C Obligations;providedthat (i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m., five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole
multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination of the Commitments. Once reduced in accordance with
this Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. 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.

2.08    Repayment of Loans.

The
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date which were made to it.

2.09    Interest.

(a)  Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Periodplusthe 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 Rateplusthe 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

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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.

2.10    Fees.

In
addition to certain fees described in subsections (i) and (j) ofSection 2.04:

(a)Facility Fee.The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Pro Rata Share, a facility fee equal to the Applicable Rate multiplied by the actual daily amount of the Commitments, 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 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 inArticle IVis not met.

(b)Utilization Fee.The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Pro Rata Share, a utilization fee equal to the Applicable Rate multiplied by the actual daily aggregate Outstanding Amount of Loans and L/C Obligations for each day that such
aggregate Outstanding Amount together with the aggregate Outstanding Amount (as such term is defined in the Amended and Restated 364-Day Credit Agreement) under the Amended and Restated
364-Day Credit Agreement exceeds 331/3% of the Aggregate Commitments. 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 inArticle IVis not met.

(c)Other Fees.The Borrower shall pay a fee to the Arranger for the Arranger's own account, and shall pay an
agency fee to the Administrative Agent for the Administrative Agent's own account, in the amounts and at the times specified in the letter agreement, dated December 16, 2002 (the
"Agent/Arranger Fee Letter"), between the Borrower, the Arranger and the Administrative Agent.

2.11    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,providedthat any Loan that is repaid on the same day on which it is made shall bear
interest for one day.

2.12    Evidence of Debt.

(a)  The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary
course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not,

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however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans and L/C Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall be presumed to be
prima facie evidence of such matters absent manifest error. Upon the request of any Lender made through the Administrative Agent, such Lender's Loans may be evidenced by a Note, in addition to such
accounts or records. Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of the applicable Loans and payments with respect thereto.

(b)  In
addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control.

2.13    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 Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than 12:00 noon, New York time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender
its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the
Administrative Agent after 12:00 noon, New York time, 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 Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then
due hereunder, such funds shall be applied (i)first, toward costs and expenses (including Attorney Costs and amounts payable under Article III)
incurred by the Administrative Agent and each Lender, (ii)second, toward
repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and
(iii)third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and L/C Borrowings then due to such parties.

(d)  Unless
the Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder,
the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:



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A
notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error.

(e)  If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and the conditions to the applicable
Credit Extension set forth inArticle IVare not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(f)    The
obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint. The failure of any Lender to make any
Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for
the failure of any other Lender to so make its Loan or purchase its participation.

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

2.14    Sharing of Payments.If, other than as expressly provided elsewhere herein, any Lender shall obtain on
account of the Loans made by it, or the participations in L/C Obligations held
by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)
thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such
subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loan
or such participations, as the case may be, pro rata with each of them;provided,however, that if all
or any portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in respect of the total

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amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, but subject toSection 10.09) with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and
after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same
extent as though the purchasing Lender were the original owner of the Obligations purchased.

2.15    Extension of Maturity Date.

(a)  Not
earlier than 60 days prior to, nor later than 30 days prior to, each anniversary of the Closing Date, the Borrower may, upon notice to the
Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the Maturity Date. Within 15 days of delivery of such notice, each Lender shall notify the
Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above
time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or
is deemed to have declined, to consent to such extension (a "Declining Lender"), the Borrower may cause any such Declining Lender to be removed or
replaced as a Lender pursuant toSection 10.16.

(b)  The
Maturity Date shall be extended only if Lenders holding more than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of
Lenders permitted herein) (the "Consenting Lenders") have consented thereto, with respect only to Consenting Lenders and any Lender replacing a
Declining Lender pursuant toSection 10.16. If so extended, the Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining
Lender pursuant toSection 10.16, shall be extended to the same date in the following year (the "Extension Effective
Date") but the pre-existing Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the
Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a
certificate dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted
by the Borrower approving or consenting to such extension, or if the Borrower's resolutions delivered pursuant to Section 4.01(a)(iv)provided for such extension, certifying that such
resolutions have not been amended, modified or rescinded and remain
in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article Vare true and correct on
and as of the Extension Effective Date, except
to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and (B) no Default or Event of
Default exists. The Administrative Agent shall distribute an amendedSchedule 2.01(which shall be deemed incorporated into this Agreement), to
reflect any changes in Lenders and their respective Commitments. The Borrower shall (i) on the existing Maturity Date, prior to or contemporaneous with giving effect to any extension, pay
amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant toSection 10.16, and (ii) prepay any Loans
outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant toSection 3.05) to the
extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of all the Lenders.

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ARTICLE III.  TAXES, YIELD PROTECTION AND ILLEGALITY

3.01    Taxes.

(a)  Any
and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without
deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the
case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it
(in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains
a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as
"Taxes"). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable
under this Section), the Administrative Agent and such Lender each receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such
deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days
after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment
thereof.

(b)  In
addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar
levies (but specifically excluding all other United States federal taxes, other than withholding taxes, unless such exclusion is not required as a condition for an exemption from reporting
requirements under Sections 6011, 6111, or 6112 of the
Code) which arise from any payment made by it under any Loan Document or from its execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document to
which it is a party (hereinafter referred to as "Other Taxes").

(c)  If
the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to which it is a party to the
Administrative Agent or any Lender, the Borrower shall also pay to the Administrative Agent (for the account of such Lender) or to such Lender, at the time interest is paid, such additional amount
that such Lender specifies as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have received
if such Taxes or Other Taxes had not been imposed.

(d)  In
respect to related Obligations owed by it, the Borrower agrees to indemnify the Administrative Agent, the L/C Issuer and each Lender for (i) the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent, the L/C Issuer and such
Lender, (ii) amounts payable underSection 3.01(c)and (iii) any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this
subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor which demand shall be accompanied by a certificate setting forth
in reasonable detail the amounts demanded, the basis therefor and the calculations in respect thereto.

3.02    Illegality.If any Lender determines that any Law enacted, construed or announced after the Closing
Date has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate

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Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates
based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of
such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay interest on the amount so prepaid or converted. If any such
Law, or change therein, shall only affect a portion of such Lender's obligations under this Agreement which is, in the opinion of such Lender and the Administrative Agent, severable from the remainder
of this Agreement so that the remainder of this Agreement may be continued in full force and effect without otherwise affecting any of the obligations of the Administrative Agent, the other Lenders or
the Borrower, such Lender shall only declare its obligations under that portion so terminated. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for
such
notice and will not, in the good faith judgment of such Lender, otherwise be disadvantageous to such Lender.

3.03    Inability to Determine Rates.If the Administrative Agent 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
Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent 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.

3.04    Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.

(a)  If
any Lender determines that as a result of the introduction of, or any change in, or in the interpretation of, any Law, in each case on or after the Closing Date, or
such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing
or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection
(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to whichSection 3.01shall
govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof
under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall
pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b)  If
any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender
(or its Lending Office)

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therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into
consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

(c)  The
Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional costs on the unpaid principal amount of each Eurodollar Rate Loan equal to the
actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan,providedthe Borrower shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due
and payable 15 days from receipt of such notice.

(d)  Each
Lender agrees that it will not claim, and that it shall not be entitled to claim, from the Borrower the payment of any of the amounts referred to in this Section 3.04(i) if it is not
generally claiming similar compensation from its other similar customers in similar circumstances and
(ii) unless the relevant introduction or change affects all banks and other financial institutions substantially similar to such Lender having regard to the size, business activities and
regulatory capital of such banks and other financial institutions, but excluding differences based solely on the residency of Persons controlling such banks or other financial institutions. In
addition, each Lender shall use its reasonable efforts to reduce the amount it requests pursuant toSection 3.04, including using its reasonable
efforts to not assign or transfer any Loan to any Person if such assignment or transfer would or would be likely to increase the amount of such amounts payable; provided,however, such Lender shall have no obligation to take or omit to take any action that such
Lender in its good faith judgment believes would be disadvantageous to it. Each amount required to be paid to any Lender pursuant to this Section 3.04shall be accompanied by a certificate of the
requisite Lender setting forth in reasonable detail the amount owed, the basis therefor
and the calculations in respect thereto.

(e)  Failure
or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date
that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if
the introduction of Law or change in (or change in interpretation of) Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall
be extended to include the period of retroactive effect thereof.

3.05    Funding Losses.Upon demand of any Lender (with a copy to the Administrative Agent) from time to time
(which demand shall be accompanied by a certificate of such demanding Lender setting forth in reasonable detail the amount demanded, the bases therefor and the calculations in respect thereto), the
Borrower to whom the subject Loan was made shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:



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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. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For
purposes of calculating amounts payable by the Borrower to the Lenders under thisSection 3.05, each Lender shall be deemed to have funded
each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06    Matters Applicable to all Requests for Compensation.

(a)  A
certificate of the Administrative Agent or any Lender claiming compensation under thisArticle IIIand setting
forth in reasonable detail the additional amount or amounts to be paid to it hereunder and such other information as otherwise specified in this Article IIIshall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such Lender may use any
reasonable averaging and attribution methods customarily used by it in comparable circumstances.

(b)  Upon
any Lender's making a claim for compensation underSection 3.01or 3.04, the Borrower may remove or replace such Lender in accordance withSection 10.16.

3.07    Survival.All of the Borrower's obligations under this Article IIIshall survive termination of the Commitments
and payment in full of all the other Obligations.

ARTICLE IV.  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01    Conditions of Initial Credit Extension.The obligation of each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent:

(a)  Unless
waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (v) or (vi) below with
respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt
of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each
dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:



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(b)  Any
fees required to be paid on or before the Closing Date shall have been paid.

(c)  Unless
waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing
Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

4.02    Conditions to all Credit Extensions

The
obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Loans as
the same Type) is subject to the following conditions precedent:

(a)  The
representations and warranties of the Borrower contained inArticle V, or which are contained in any Loan
Document furnished by the Borrower at any time under or in connection herewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations
and warranties specifically refer to a different date, in which case they shall be true and correct as of such date.

(b)  No
Default or Event of Default shall exist, or would result from such proposed Credit Extension.

(c)  The
Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each
Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a)and(b)have been satisfied on and as of the date of the applicable
Credit Extension.

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ARTICLE V.  REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as set forth below:

5.01Existence, Qualification and Power; Compliance with Laws.

(a)  The
General Partner is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified and is in good
standing as a foreign Person for the transaction of business in each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and in
which the failure so to qualify could not reasonably be expected to have a Material Adverse Effect, which jurisdictions, as of the Closing Date, are the States of Illinois, Indiana, Michigan,
Minnesota, New York, North Dakota, Wisconsin, and Texas.

(b)  The
Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified and in good standing
as a foreign Person in each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and in which the failure to so qualify could not
reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the General Partner is the sole general partner of, and owns a 2.0% general partner interest in, the Borrower. As of
the Closing Date, the Borrower does not have any Subsidiaries or Unrestricted Subsidiaries or own any equity interests in any Person other than those Subsidiaries and Unrestricted Subsidiaries and
equity interests of the type listed inSchedule 5.13hereto.

(c)  The
Operating Partnership is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified and in
good standing as a foreign Person for the transaction of business in each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification
and in which the failure so to qualify could not reasonably be expected to have a Material Adverse Effect, which jurisdictions, as of the Closing Date, are the States of Illinois, Indiana, Michigan,
Minnesota, New York, North Dakota, Wisconsin and Texas. As of the Closing Date, the Operating Partnership's sole general partner is Enbridge Pipelines (Lakehead) L.L.C., which owns a 0.001% general
partner interest in the Operating Partnership, and the only limited partner of the Operating Partnership is the Borrower, which owns a 99.999% limited
partner interest in the Operating Partnership. As of the Closing Date, the Operating Partnership does not have any Subsidiaries or Unrestricted Subsidiaries or own any equity interests in any Person,
other than those Subsidiaries and Unrestricted Subsidiaries and equity interests of the types listed inSchedule 5.13hereto.

(d)  The
Borrower 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.

(e)Intentionally Blank.

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

5.02Authorization; 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

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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.

5.03Governmental 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.

5.04Binding 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.

5.05Financial Statements; No Material Adverse Effect.

(a)  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)  The
unaudited consolidated financial statements of the Borrower and its Subsidiaries and Unrestricted Subsidiaries dated September 30, 2002, and the related
consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein, and (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, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal
year-end audit adjustments.

(c)  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.

5.06Litigation.Except as specifically disclosed inSchedule 5.06, and matters covered by insurance or indemnification
agreements, as of the Closing Date, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after investigation, overtly threatened, at law, in
equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of the Borrower's Subsidiaries or Unrestricted Subsidiaries or against any of their properties or
revenues of which there is a reasonable possibility of a determination adverse to such Person and which if determined adversely, could have a Material Adverse Effect.

5.07No 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.

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5.08Ownership of Property; Liens.Each of the Borrower and its Material
Subsidiaries has good and defeasible title to, or valid leasehold interests in, all material property necessary or used in
the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect. There is no Lien on any property of the Borrower
or any of its Subsidiaries, other than Liens permitted bySection 7.01.

5.09Environmental Compliance.The Borrower and its Material Subsidiaries conduct
in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging
potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof have reasonably concluded that, except
as specifically disclosed inSchedule 5.09, they: (a) to the best of their knowledge, are in compliance with all applicable Environmental
Laws, except to the extent that any non-compliance would not reasonably be expected to have a Material Adverse Effect; (b) to the best of their knowledge, are not subject to any
judicial, administrative, government, regulatory or arbitration proceeding alleging the violation of any applicable Environmental Laws or that may lead to claim for cleanup costs, remedial work,
reclamation, conservation, damage to natural resources or personal injury or to the issuance of a stop-work order, suspension order, control order, prevention order or clean-up
order, except to the extent that any such proceeding would not reasonably be expected to have a Material Adverse Effect; (c) to the best of their knowledge, are not subject to any federal,
state, local or foreign review, audit or investigation which may lead to a proceeding referred to in (b) above; (d) have no actual knowledge that any of their predecessors in title to
any of their property and assets are the subject of any currently pending federal, state, local or foreign review, audit or investigation which may lead to a proceeding referred to in
(b) above; (e) have not filed any notice under any applicable Environmental Laws indicating past or present treatment, storage or disposal of, or reporting a release or Hazardous
Materials into the environment where the circumstances surrounding such notice would reasonably be expected to have a Material Adverse Effect; and (f) possess, and are in compliance with, all
approvals, licenses, permits, consents and other authorizations which are necessary under any applicable Environmental Laws to conduct their business, except to the extent that the failure to possess,
or be in compliance with, such authorizations would not reasonably be expected to have a Material Adverse Effect.

5.10Insurance.The properties of the Borrower and its Subsidiaries are insured
with financially sound and reputable insurance companies, in such amounts, with such deductibles
and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or its Subsidiaries operate.

5.11Taxes.The Borrower and its Subsidiaries and Unrestricted Subsidiaries have
filed all Federal, state and other material tax returns and reports required to be filed, and
have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon the Borrower or its Subsidiaries or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. The Borrower has
no actual knowledge of any overtly proposed tax assessment against it or any of its Subsidiaries or Unrestricted Subsidiaries that would, if made, have a Material Adverse Effect.

5.12ERISA Compliance.

No
ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events for which liability is reasonably expected to occur, could reasonably
be expected to result in a Material Adverse Effect.

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5.13Subsidiaries.

As
of the Closing Date, the Borrower has no Subsidiaries, Material Subsidiaries or Unrestricted Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13and own no equity
interests in any other Person other than those specifically disclosed in Part(b) of Schedule 5.13.

5.14Margin Regulations; Investment Company Act; Public Utility Holding Company  Act.

(a)  The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying margin stock.

(b)  Neither
of the Borrower nor any Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company"
or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an "investment company"
under the Investment Company Act of 1940.

5.15Disclosure.No statement, information, report, representation, or warranty
made by the Borrower in any Loan Document, when so made (or if dated or otherwise specified
therein, as of such date), or furnished to the Administrative Agent, the L/C Issuer or any Lender by or at the direction of the Borrower in connection with any Loan Document, when so furnished (or if
dated or otherwise specified therein, as of such date), contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.

ARTICLE VI.  AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall remain unpaid, or any Letter of Credit shall remain outstanding, the
Borrower shall, and shall (except in the case of the covenants set forth inSections 6.01,6.02, and 6.03)
cause each Subsidiary to:

6.01Financial Statements.Deliver to the Administrative Agent for further
distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the
Required Lenders:

(a)  as
soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, 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, 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 and reasonably acceptable to the Required Lenders, 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 Required Lenders; and

(b)  as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a consolidated
balance sheet of the Borrower and its Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal quarter, 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, 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 and certified by a Responsible Officer of the Borrower as fairly

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presenting the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries and Unrestricted Subsidiaries in accordance with GAAP, subject only to normal
year-end audit adjustments and the absence of footnotes.

6.02Certificates; Other Information.Deliver to the Administrative Agent for
further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the
Required Lenders:

(a)  concurrently
with the delivery of the financial statements referred to inSection 6.01(a), a certificate of its
independent certified public accountants certifying such financial statements have been prepared
in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries and Unrestricted Subsidiaries as of the date thereof;

(b)  concurrently
with the delivery of the financial statements referred to in Sections6.01(a)and (b), a duly completed Compliance Certificate signed by a Responsible
Officer of the Borrower;

(c)  promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the unit holders of the
Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower has filed with the Securities and Exchange Commission under Section 13
or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto, in each case, (i) which are not confidential in nature,
as permitted by applicable Laws, as required by contractual restrictions not entered into in contemplation of thisSection 6.02(c), as permitted
by recognized principles of privilege or as otherwise determined in good faith by the Borrower, and (ii)provided thatdocuments required
to be delivered pursuant to thisSection 6.02(c)shall be deemed delivered on the date that such documents are publicly available on the United
States Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval System (or "EDGAR") or other similar publicly accessible sources of which the Borrower provides written
notice to the Administrative Agent and the Lenders; and

(d)  promptly,
such additional information regarding the business, financial or partnership affairs of the Borrower or any Subsidiary or Unrestricted Subsidiary as the
Administrative Agent, at the request of any Lender, may from time to time reasonably request.

6.03Notices.

Promptly
notify the Administrative Agent and each Lender within 5 Business Days after actual knowledge thereof by any Responsible Officer of the Borrower:

(a)  of
the occurrence of any Default or Event of Default;

(b)  of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or
any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and
any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any
applicable Environmental Laws;

(c)  of
any litigation, investigation or proceeding affecting the Borrower or any Material Subsidiary which is reasonably likely to be adversely determined, and if determined
adversely to the Borrower or such Material Subsidiary could reasonably be expected to result in liability to the Borrower or such Material Subsidiary in an amount that exceeds, after giving effect to
applicable in-force insurance and related third-party indemnity and similar agreements, the Threshold Amount, or in which injunctive relief or similar relief is sought, which relief, if
granted, could be reasonably expected to have a Material Adverse Effect;

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(d)  of
the occurrence of any ERISA Event; and

(e)  of
any announcement by Moody's or S&P of any change in a Debt Rating or Corporate Credit Rating, as applicable.

Each
notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the
Borrower or Subsidiary has taken and proposes to take with respect thereto. Each notice pursuant toSection 6.03(a)shall describe with
particularity any and all provisions of this Agreement or other Loan Document that have been breached.

6.04Payment 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.

6.05Preservation of Existence, Etc.Except in a transaction permitted bySection 7.04or 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.

6.06Maintenance of Properties.Except where it will not have a Material Adverse
Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the
operation of its business in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs thereto and renewals and
replacements thereof and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07Maintenance of Insurance.Maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

6.08Compliance 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.

6.09Books and Records.Maintain proper books of record and account necessary to
prepare the financial statements required to be delivered pursuant to Section 6.01in accordance with GAAP.

6.10Inspection Rights.Permit representatives and independent contractors of the
Administrative Agent, the L/C Issuer and each Lender, at their respective expense, to visit and inspect
any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors,
officers, and independent public accountants, in each case, all at such reasonable times during normal business hours and as reasonably often as may be necessary, upon reasonable advance notice to the
Borrower and subject to compliance with applicable safety standards, with contractual or attorney-client privilege (as applicable) and non-disclosure agreements; provided,however, that during an Event of Default, the Administrative Agent, the L/C Issuer or any
Lender (or any of their respective representatives or

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independent contractors) may, without duplication of the efforts of the others, do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours.

6.11Intentionally Blank.

6.12Use of Proceeds.(a) Use the proceeds of the Credit Extensions for
working capital and other general corporate purposes, including, to the extent that on a pro forma basis
the Borrower shall be in compliance withSections 7.13and7.14, payment of amounts owing under
Qualifying Subordinated Indebtedness, in each case to the extent not in violation of any Law or breach of the terms of this Credit Agreement.

(b)  Loans
to the Borrower that are outstanding under the Existing Credit Agreement on the Closing Date need not be repaid by reason of the execution and delivery of this
Agreement, and such Loans
(as defined in the Existing Credit Agreement) shall be deemed to be Loans under this Agreement. The Borrower hereby assumes all of the Operating Partnership's obligations with respect to Loans (as
defined in the Existing Credit Agreement) to the Operating Partnership outstanding under the Existing Credit Agreement as of the Closing Date, and such Loans shall be deemed to be Loans under this
Agreement.

6.13Intentionally Blank.

6.14Incorporation of Certain More Restrictive Financial  Provisions.If the
agreements governing any Indebtedness that is permitted to be created, incurred, assumed or permitted to exist pursuant to Section 7.03(other than Qualifying Subordinated Indebtedness) contain
events of default relating to financial covenants or financial covenants
that, in each case, are more restrictive (and for the avoidance of doubt, determined without regard to the presence or absence of cure period or similar process) than the covenants contained in Sections 7.13and7.14("Financial Restrictions"), then



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ARTICLE VII.  NEGATIVE COVENANTS

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

7.01Liens.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;

(b)  Liens
existing on the date hereof and listed onSchedule 7.01and any renewals or extensions thereof, providedthat the property covered thereby is not
increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03;

(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;

(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 thisSection 7.01), 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 under Section 8.01(h)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 thatthe 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 7.04;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

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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 Lenders that the secured Indebtedness
created, incurred, assumed or permitted to exist referred to in the preceding clause (iv) was permitted pursuant toSection 7.03;

(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,providedthat 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.

7.02Investments.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 and after giving effect thereto, the Borrower is not in compliance withSection 7.09.

7.03Indebtedness.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:



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providedthat no governing agreement with respect to any Indebtedness incurred in compliance with clause (iii)or (v) of thisSection 7.03
(a), or Refinancing of any Indebtedness incurred pursuant toclause (iii)or
(v) of thisSection 7.03 (a), shall contain Intercompany Restrictions.

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



providedthat no governing agreement with respect to any Indebtedness otherwise permitted by this Section 7.03(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:



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providedthat no governing agreement with respect to any Indebtedness otherwise permitted by this Section 7.03(c)shall contain Intercompany Restrictions.

For
purposes of determining compliance with thisSection 7.03, 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 7.03,
and such item of Indebtedness or a portion thereof may be classified (or later upon written notice to the Administrative Agent
reclassified) in whole or in part as having been incurred under more than one of the applicable clauses above.

7.04Mergers; 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 thisSection 7.04have the effect of
releasing the Borrower from any of its obligations and liabilities under this Agreement.

7.05Intentionally Blank.

7.06Intentionally Blank.

7.07Distributions.During the existence of a Default which would become an Event
of Default under clause (a), (f), or (g) of Section 8.01or a Default underSection 8.01(b)or
(c) as a result of a breach ofSection 7.13or 7.14or an Event of Default, the Borrower will not
declare, pay or make any Distribution (in cash, property or obligations) on any interests (now or
hereafter outstanding) in the Borrower or apply any of its funds, property or assets to the purchase of any partnership interests in the Borrower; providedthat if the Borrower has declared a
Distribution when no Default which would become an Event of Default under clause (a), (f), or
(g) ofSection 8.01or a Default underSection 8.01(b)or (c)as a result of a breach ofSection 7.13or 7.14or Event of Default exists, it shall be permitted to pay that Distribution even if such Default or Event of Default exists on the
corresponding
payment date unless on such payment date and prior to the making of such Distribution, the Borrower has knowledge that the maturity of all outstanding Obligations has been accelerated pursuant to Section 8.02.

7.08ERISA.Except where no Material Adverse Effect could reasonably be expected
to occur, permit any of the events or circumstances described in Section 5.12to exist or occur.

7.09Change in Nature of Business.Engage in any material line of business
substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or,
if substantially different therefrom, not permitted by the Borrower's partnership agreement.

7.10Transactions with Affiliates.Enter into any material transaction with any
Affiliate of Borrower except upon fair and reasonable terms that are no less favorable than those which might be
obtained in arm's-length transactions with a Person that is not an Affiliate; provided, that such limitations shall not apply to any transaction among the Borrower, the Borrower's Subsidiaries, the
General Partner, the General Partner's Subsidiaries, and the Delegate (in its capacity as such) or to subordinated loans (including Qualifying Subordinated Indebtedness) from an Affiliate to the
Borrower; provided, that notwithstanding the foregoing, the Borrower shall not purchase or prepay any

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Qualifying Subordinated Indebtedness unless after giving effect to such purchase or payment, the Borrower is in compliance withSection 7.13and Section 7.14and such purchase or payment will not result in a Default or an Event of Default. For purposes of clarification of the foregoing,
the parties acknowledge that the limitations contained in thisSection 7.10shall not limit the Delegate's authority to act or take actions on
behalf of the General Partner.

7.11Burdensome Agreements.Enter into any material Contractual Obligation that
by its express terms prohibits the Borrower or any Subsidiary or Unrestricted Subsidiary to create, incur,
assume or suffer to exist Liens on any material property of such Person to secure the Obligations; or enter into any agreement (other than agreements of the type permitted by Section 7.03(a)(i)(B)(c)) restricting the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrower or a Material
Subsidiary by way of distributions, loans, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on
investments, or any other agreement or arrangement which restricts the ability of any Subsidiary to make any payment, directly or indirectly to the Borrower or a Material Subsidiary.

7.12Use of Proceeds.Use the proceeds of any Credit Extension, whether directly
or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such
purpose.

7.13Consolidated 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 the period from the date hereof through June 30, 2003, 5.00 to 1.00 and (2) thereafter, 4.75 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
thisSection 7.13for 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 thisSection 7.13as of the end of such four quarter period.

7.14Interest Coverage Ratio.The Borrower shall maintain an Interest Coverage
Ratio of not less than 2.75 to 1.00 as of the end of each fiscal quarter; provided, that if at the end of any
such quarter the Interest Coverage Ratio is less than 2.75 to 1.00 but it is not less than 2.50 to 1.00, 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 (i) either obtaining an equity contribution which qualifies as equity under GAAP, or incurring Qualifying Subordinated Indebtedness, or any
combination thereof, in a sufficient amount (in thisSection 7.14, the "cure amount"), that had the Borrower timely applied such additional
equity or Qualifying Subordinated Indebtedness proceeds, or any combination thereof, to repay Consolidated Funded Debt at relevant times at or prior to the end of such applicable
four-quarter period, the Borrower would have reduced, on a pro forma basis, Consolidated Interest Charges for such period by an amount that would have resulted in the Borrower being in
compliance with thisSection 7.14for such four-quarter period and

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(ii) in fact reducing Consolidated Funded Debt by an amount equal to such cure amount, and if the Borrower obtains such equity or Qualifying Subordinated Indebtedness proceeds, or any
combination thereof, and so applies it during such cure period, but in no event shall such period end later than 60 days following the end of the corresponding quarter end, then it will be
deemed to be in compliance with thisSection 7.14for such four quarter period.

7.15Indebtedness 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 .5 times Non-OLP Pro Forma EBITDA for
the four quarters then ended;provided,thatto 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 7.15as "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
thisSection 7.15) 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 thisSection 7.15at 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 thisSection 7.15as
of such quarter-end date.

7.16Indebtedness 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,thatto 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 7.16as "excess
Indebtedness") at quarter-end, 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 thisSection 7.16) 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 7.16at
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

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Operating Partnership and the Operating Partnership Subsidiaries shall be deemed to be in compliance with thisSection 7.16as of such
quarter-end date.

7.17Swap Contracts.The Borrower shall not, nor shall its permit any Subsidiary
to, enter into or permit to exist any obligations under any Swap Contracts except Swap Contracts
entered into in the ordinary course of business and for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property of the person entering into such Swap
Contract, and not for purposes of speculation.

ARTICLE VIII.  EVENTS OF DEFAULT AND REMEDIES

8.01Events 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 any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, 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 ofSection 6.03or6.12or Article VII; or

(c)Other Defaults.The Borrower fails to perform or observe any other covenant or agreement (not specified in
subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed, and such failure or refusal continues for 30 days after the earlier of
(i) the Borrower obtaining knowledge of such failure or refusal and (ii) the Borrower being notified of such failure or refusal by the Administrative Agent, the L/C Issuer or any Lender; provided, that notwithstanding the foregoing
30 days, with respect to any Financial Restrictions incorporated by reference in this Agreement pursuant toSection 6.14, the cure period,
if any, applicable to such Financial Restrictions shall be the relevant number of days of the relevant incorporated default; or

(d)Representations and Warranties.Any representation or warranty made or deemed made by the Borrower herein,
in any other Loan Document, or in any document delivered by it in connection herewith or therewith proves to have been incorrect in any material respect when made or deemed made.

(e)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

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Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary other than, for the 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

(f)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; or

(g)Inability to Pay Debts.The Borrower or any Material Subsidiary becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due as provided in Title 11 of the United States Bankruptcy Code; or

(h)Judgments.There is entered against the Borrower or any Material Subsidiary (i) a final judgment or
order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage
and third-party indemnity or similar agreements), and either the Borrower or such Material Subsidiary fails (A) to have discharged, within 60 days after its commencement, any related
attachment, sequestration or similar proceeding against its material assets or (B) to pay any money judgment against it within 10 days before the date on which any of its assets may be
lawfully sold to satisfy that judgment; or

(i)ERISA.(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability of the Borrower or any Subsidiary of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j)Invalidity of Loan Documents.Any Loan Document, at any time after its execution and delivery and for any
reason other than the agreement of all the Lenders or satisfaction in full of all the Obligations, ceases to be in full force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any respect; or the Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any
Loan Document; or

(k)Change of Control.There occurs any Change of Control.

8.02Remedies Upon Event of Default.If any Event of Default occurs and is then
continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,

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(a)  declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments 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)  require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

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

provided, however, that upon the occurrence of any event specified in subsection (f) or (g) of Section 8.01with respect to the Borrower, the
obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions 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, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent, the L/C Issuer or
any Lender.

ARTICLE IX.  ADMINISTRATIVE AGENT

9.01    Appointment and Authorization of Administrative Agent.

(a)  Each
Lender hereby irrevocably (subject toSection 9.09) appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the
terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any
other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)  The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except
for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the L/C Issuer with respect thereto;provided, however,
 that the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IXwith respect to any acts taken or omissions suffered by the L/C
Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent" as used in this Article IXincluded
the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the
L/C Issuer.

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9.02    Delegation of Duties.The Administrative Agent may execute any of its duties under this Agreement or
any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

9.03    Liability of Administrative Agent.No Agent-Related Person shall (a) be liable for any action
taken or omitted to be taken by any of them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of,
this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereof.

9.04    Reliance by Administrative Agent.

(a)  The
Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation,
notice, consent, certificate, affidavit, letter, telegram, facsimile or telex, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document
in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other
instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders.

(b)  For
purposes of determining compliance with the conditions specified inSection 4.01, each Lender that has signed
this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

9.05    Notice of Default.The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default, except with respect to defaults in
the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a
Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default." The Administrative Agent will notify the Lenders
of its receipt of

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any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Lenders in accordance with Article VIII;provided, however, that unless and until the Administrative Agent has received any
such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

9.06    Credit Decision; Disclosure of Information by Administrative Agent.Each Lender acknowledges that no
Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter
taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent
that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into
the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and, as applicable, Unrestricted Subsidiaries, and all applicable
bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also
represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to
the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Affiliates which may come into the possession of any Agent-Related Person.

9.07    Indemnification of Administrative Agent.Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified
Liabilities incurred by it;provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities resulting from any such Person's gross negligence or willful misconduct;provided, however, that no action taken in accordance
with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation
or replacement of the Administrative Agent.

9.08    Administrative Agent in its Individual Capacity.Bank of America and its Affiliates may make loans to,
issue letters of credit for the account of, accept deposits from, acquire equity interests

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in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Borrower and its Affiliates as though Bank of America were not the
Administrative Agent or the L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may
receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that
the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise such rights and powers as though it were not the Administrative Agent or the L/C Issuer, and the terms "Lender" and "Lenders" include Bank of America in its individual
capacity.

9.09    Successor Administrative Agent.The Administrative Agent may resign as Administrative Agent upon
30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement,
the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other
than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective
date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders.
Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent
shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of thisArticle IXandSections 10.03and10.13shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is
30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall
perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

9.10    Other Agents; Lead Arranger, Etc.None of the Lenders identified on the facing page or signature pages
of this Agreement as a "syndication agent," "documentation agent," "lead arranger" or "book
manager" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the
Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so
identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE X.  MISCELLANEOUS

10.01    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 Required Lenders and the Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given;provided, however, that no such amendment, waiver or consent shall, unless in writing and signed
by each of the Lenders directly affected thereby and by the Borrower, and acknowledged by the Administrative Agent, do any of the following:

(a)  extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant toSection 8.02),
except for any such extension made in accordance withSection 2.15;

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(b)  postpone
any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them)
hereunder or under any other Loan Document;

(c)  reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the proviso below) any fees or
other amounts payable hereunder or under any other Loan Document;provided, however, that only the consent of the Required Lenders shall be necessary to
amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d)  change
the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans and L/C Obligations which is required for the Lenders or any of them to
take any action hereunder;

(e)  change
the Pro Rata Share or Voting Percentage of any Lender; or

(f)    amend
this Section, orSection 2.14, or any provision herein providing for consent or other action by all the
Lenders;

and,provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Required
Lenders or all the Lenders, as the case may be, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be
issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the case may be,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Agent/Arranger Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of the Loans or participations in
L/C Obligations required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may
not be increased without the consent of such Lender.

10.02    Notices and Other Communications; Facsimile Copies.

(a)General.Unless otherwise expressly provided herein, all notices and other communications provided for
hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (c) below) electronic mail address
(i) specified for notices onSchedule 10.02in the case of the Borrower, the Administrative Agent or the L/C Issuer, or to such other
address as shall be designated by such party in a notice to the other parties, and (ii) in the case of any other Lender, to the address specified in the administrative details form provided to
the Administrative Agent or to such other address as shall be designated by such party in a notice to the Borrower, the Administrative Agent, and the L/C Issuer. All such notices and other
communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when
signed for by the intended recipient; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has
been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent, and the L/C Issuer pursuant to Article IIshall not be effective until actually received by such Person. Any notice or other
communication permitted to be given, made or
confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified on Schedule 10.02, it being understood and agreed
that a voicemail message shall in no event be effective as a notice, communication or confirmation
hereunder.

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(b)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,
the Administrative Agent and the Lenders. The Administrative Agent 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.

(c)Limited Use of Electronic Mail.Electronic mail and internet and intranet websites may be used only to
distribute routine communications, such as financial statements and other information, and to
distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.

(d)Reliance by Administrative Agent and Lenders.The Administrative Agent and the Lenders shall be entitled to
rely and act upon any notices (including telephonic Loan Notices if immediately followed by a corresponding Loan Notice in writing) purportedly given by or on behalf of the Borrower even if
(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.

10.03    No Waiver; Cumulative Remedies.

No
failure by any Lender or the Administrative Agent or the L/C Issuer to exercise, and no delay by any 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.

10.04    Attorney Costs, Expenses and Taxes.The Borrower agrees (a) to pay or reimburse the
Administrative Agent and the L/C Issuer for all costs and expenses incurred in connection with the
development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney
Costs, and (b) to pay or reimburse the Administrative Agent, the L/C Issuer and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent or the L/C Issuer, as
the case may be, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the L/C Issuer or any Lender. The agreements in this Section shall
survive the termination of the Commitments and repayment of all the other Obligations.

10.05    Indemnification by the Borrower.Whether or not the transactions contemplated hereby are consummated,
the Borrower agrees to indemnify, save and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any
Person (other than the

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Administrative Agent, the L\C Issuer or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against the Borrower or any of
its Affiliates or any of its officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the
Obligations and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Loan
Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Credit Extension, or the relationship of the Borrower, the Administrative Agent and the
Lenders under this Agreement or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or
cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney
Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in
connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases,whether or not arising out of the negligence of an
Indemnitee,and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the
"Indemnified Liabilities");providedthat no Indemnitee shall be entitled to indemnification for any
claim caused by its own gross negligence, violation of law, breach under any Loan Document or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this
Section shall survive the termination of the Commitments and repayment of all the other Obligations.

10.06    Payments Set Aside.

To
the extent that the Borrower makes a payment to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right
of set-off, and such payment or the proceeds of such set-off 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 Administrative Agent, the L/C Issuer or such 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 or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent or
the L/C Issuer, as the case may be, upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent or the L/C Issuer, as the case may be, plus interest thereon
from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

10.07    Successors and Assigns.

(a)  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 each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

(b)  Any
Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment
and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it);providedthat (i) with
respect to each assignment made to any Person described at clause (c) in the

57

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defined term "Eligible Assignee", the Assignee Conditions shall be satisfied, (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and
the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, in each case which constitutes an Eligible
Assignee, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000 unless each of the Administrative Agent and the L/C Issuer and, so long as no Event of
Default has occurred and is continuing, the Borrower, otherwise consent (each such consent not to be unreasonably withheld or delayed), (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, and (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by
the Administrative Agent pursuant to subsection (c) of this Section and compliance with the Assignee Conditions, from and after the effective date specified in each Assignment and Acceptance,
the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case
of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits ofSections 3.07, 10.04and10.05). Upon request, the Borrower (at its expense) shall
execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer (other than any assignment as security to a Federal Reserve Bank) by a Lender
of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

(c)  The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent's Office a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each
Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the L/C Issuer and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection
by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)  Any
Lender may, without the consent of, or prior notice to, the Borrower, the L/C Issuer or the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans (including such Lender's participations in L/C Obligations owing to it);providedthat (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent, the L/C Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement;providedthat such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date

58

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upon which any payment of money is scheduled to be paid to such Participant or (ii) reduce the principal, interest, fees or other amounts payable to such Participant. Subject to subsection
(e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits ofSections 3.01, 3.04and 3.05to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the benefits ofSection 10.09as though it were a Lender, providedsuch
Participant agrees to be subject toSection 2.14as though it were a Lender.

(e)  A
Participant shall not be entitled to receive any greater payment underSection 3.01, 3.04or 3.05than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply withSection 10.15as though it were a Lender.

(f)    Any
Lender may at any time assign, pledge or grant a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to
secure obligations of such Lender to a Federal Reserve Bank;providedthat no such pledge or assignment shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto; andprovided, further, all costs, fees and expenses
related to, or in connection with, any such pledge or grant shall be for the sole account of such Lender.

(g)Intentionally Blank.

(h)Intentionally Blank.

(i)    Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection
(b) above, Bank of America may, upon 30 days' notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer hereunder;provided, however, that no failure by the Borrower to appoint any such
successor shall affect the resignation of Bank of America as L/C Issuer. Bank of America shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund
participations in Unreimbursed Amounts pursuant toSection 2.04(c)).

10.08    Confidentiality.Each of the Administrative Agent and the Lenders (on behalf of itself and each of its
Affiliates, and each of its and their directors, officers, agents,
attorneys, employees and representatives) agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to (and will agree to) keep such Information confidential on the terms provided in this Section); (b) to the extent requested by any
regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (and each such case, such Person shall endeavor to notify the
Borrower of such occurrence as soon as reasonably possible following the service of any such process on such Person); (d) to any other party to this Agreement; (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual

59

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counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of the Borrower, in each case, providedthat each such Person first agrees
to hold, and cause to be held, such Information in confidence on the terms provided in this Section;
(g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the National Association of Insurance Commissioners or any other
similar organization or any nationally recognized rating agency that requires access to information about a Lender's or its Affiliates' investment portfolio in connection with ratings issued with
respect to such Lender or its Affiliates. For the purposes of this Section, "Information" means all information received from the Borrower relating to
the Borrower or its business, other than any such information that is (i) "structure" or "tax aspects" of the transactions contemplated by this Agreement, as such terms are used in Code
sections 6011, 6111 or 6112, and the regulations promulgated thereunder, or (ii) available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the
Borrower;providedthat, in the case of information received from the Borrower after the date hereof, such information is clearly identified in writing
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. For the avoidance of doubt, the Borrower, the Administrative Agent and the Lenders agree that the Borrower, the Administrative Agent and the
Lenders (and each of their Affiliates, their directors, officers, agents, attorneys, employees and representatives) are permitted to disclose to any and all Persons, without limitation of any kind,
the "structure" and "tax aspects" of the transactions contemplated by this Agreement, as such terms are used in Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder, and all
materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent and the Lenders related to such structure and tax aspects. The preceding sentence and
clause (i) in the definition of "Information" above are set forth herein solely to come within certain "safe harbor" provisions set forth in certain temporary regulations promulgated under Code
sections 6011, 6111 and 6112.

10.09    Set-off.In addition to any rights and remedies of the Lenders provided by law, upon the occurrence
and during the continuance of any Event of Default, each Lender is
authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the
Borrower against any and all Obligations then due and owing to such Lender. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and
application made by such Lender;provided, however, that the failure to give such notice shall not affect the validity of such set-off and
application.

10.10    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 Administrative Agent, the L/C Issuer or any 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 Administrative Agent, the L/C Issuer or a 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

60

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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.

10.11    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.

10.12    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;providedthat the inclusion of supplemental rights or remedies in favor of the Administrative Agent, the L/C Issuer or
the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was 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.

10.13    Survival of Representations and Warranties.All representations and warranties made hereunder and in
any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, the L/C Issuer and each
Lender, regardless of any investigation made by the Administrative Agent, the L/C Issuer or any Lender or on their behalf and notwithstanding that the Administrative Agent, the L/C Issuer or any
Lender may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension.

10.14    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.

10.15    Foreign Lenders.Each Lender that is a "foreign corporation, partnership or trust" within the meaning
of the Code (a "Foreign
Lender") shall deliver to the Administrative Agent, prior to becoming a Lender herein, two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement)
or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) or such other evidence satisfactory to
the Borrower and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax. Thereafter and from time to time, each such Person shall
(a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the
relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the
Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement,
(b) promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to

61

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avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code,
without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall
indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the payment of all Obligations and the resignation or replacement of the
Administrative Agent.

10.16    Removal and Replacement of Lenders.

(a)  Under
any circumstances set forth herein providing that the Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Borrower may,
upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by causing such Lender to assign its
Commitment (without payment of any assignment fee) pursuant toSection 10.07(b)to one or more other Lenders or Eligible Assignees procured by
the Borrower;provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), they shall
be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation
pursuant toSection 3.01or3.04. The Borrower shall (x) pay in full all principal,
interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (y) provide appropriate assurances
and indemnities (which may include letters of credit) to the L/C Issuer as it may
reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under
the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender's Commitment and outstanding Credit Extensions. The Administrative
Agent shall distribute an amendedSchedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of
the Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

(b)  In
order to make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the
removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Loans from the Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any
payments required hereunder against any funds being provided by any Lender or Eligible Assignee replacing a terminating Lender. The effect for purposes of this Agreement shall be the same as if
separate transfers of funds had been made with respect thereto.

(c)  This
section shall supersede any provision inSection 10.01to the contrary.

10.17    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;PROVIDEDTHAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

62

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(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, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUMNON 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. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

10.18    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.

10.19    Release of Guaranty Agreements; Promissory Notes.

(a)  Effective
on the Closing Date, the Guarantees executed by the Guarantors (as defined in the Existing Credit Agreement) pursuant to the Existing Credit Agreement are
hereby released.

(b)  Upon
receipt by the Administrative Agent, for the benefit of each Lender requesting a Note, of Notes issued hereunder covering such Loans assumed by the Borrower
hereunder, the Notes executed by the Operating Partnership under the Existing Credit Agreement shall be marked "cancelled" and returned to the Operating Partnership.

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

63

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | ENBRIDGE ENERGY PARTNERS, L.P.
| |  | ------------------------------
| |  | By:                           
| |  | By:                           
| |  | Name: Mark Maki               
| |  | Title: V.P. Finance           

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | BANK OF AMERICA, N.A., as Administrative Agent  
| |  | ------------------------------------------------
| |  | By:                                             
| |  | Name: Kevin L. Ahart                            
| |  | Title: Assistant Vice President                 
| |  | BANK OF AMERICA, N.A.,as a Lender and L/C Issuer
| |  | By:                                             
| |  | Name: Jeff Susman                               
| |  | Title: Managing Director                        

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | BANK OF MONTREAL, as Syndication Agent and as a Lender
| |  | ------------------------------------------------------
| |  | By:                                                   
| |  | Name: J. Baidacoff                                    
| |  | Title: Director                                       

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | TORONTO DOMINION (TEXAS), INC., as Co-Documentation Agent and as a Lender
| |  | -------------------------------------------------------------------------
| |  | By:                                                                      
| |  | Name: Debbie A. Greene                                                   
| |  | Title: Vice President                                                    

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | WACHOVIA BANK, NATIONAL ASSOCIATION(formerly known as First Union National Bank), as Co-Documentation Agent and as a Lender
| |  | ---------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                        
| |  | Name: David E. Humphreys                                                                                                   
| |  | Title: Vice President                                                                                                      

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | CITIBANK, N.A.,as a Lender
| |  | --------------------------
| |  | By:                       
| |  | Name: David L. Harris     
| |  | Title: Vice President     

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | CIBC INC.,as a Lender      
| |  | ---------------------------
| |  | By:                        
| |  | Name: Marybeth Ross        
| |  | Title: Authorized Signatory

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | ROYAL BANK OF CANADA, as a Lender
| |  | ---------------------------------
| |  | By:                              
| |  | Name: Chris Abe                  
| |  | Title: Manager                   

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | ABN AMRO BANK N.V., CAYMAN ISLANDS BRANCH, as a Lender
| |  | ------------------------------------------------------
| |  | By:                                                   
| |  | Name: David Moore                                     
| |  | Title: Vice President                                 

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | SUNTRUST BANK, as a Lender
| |  | --------------------------
| |  | By:                       
| |  | Name: Joseph M. McCreery  
| |  | Title: Vice President     

---



SCHEDULE 2.01

COMMITMENTS  AND PRO RATA SHARES

Lender

Commitment

Pro Rata ShareBank of America, N.A.

$
45,000,000

15.000000000
%Bank of Montreal


45,000,000

15.000000000
%Toronto Dominion (Texas), Inc.


45,000,000

15.000000000
%Wachovia Bank, National Association


45,000,000

15.000000000
%Citibank, N.A.


30,000,000

10.000000000
%CIBC Inc.


25,000,000

8.333333333
%Royal Bank of Canada


25,000,000

8.333333333
%ABN AMRO Bank N.V.


20,000,000

6.666666667
%SunTrust Bank


20,000,000

6.666666667
%Total

$
300,000,000

100.000000000
%


1

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SCHEDULE 5.06

LITIGATION

None.

1

---



SCHEDULE 5.09

ENVIRONMENTAL MATTERS

None.

1

---



SCHEDULE 5.13

SUBSIDIARIES  AND OTHER EQUITY INVESTMENTS

Part(a). Subsidiaries, Material Subsidiaries and Unrestricted Subsidiaries

1

---









2

---



Part(b). Other Equity Interests.

Enbridge Pipelines (Texas Intrastate) L.P. owns 50% membership interest in Texana Pipeline Company

3

---



SCHEDULE 7.01

EXISTING LIENS

None.

1

---



SCHEDULE 7.03

EXISTING INDEBTEDNESS

(a)Existing Indebtedness of the Borrower

None.

(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 10.02

ADMINISTRATIVE AGENT'S OFFICE,  CERTAIN ADDRESSES FOR NOTICES

BORROWER

|Enbridge Energy Partners, L.P.
1100 Louisiana, Suite 3300
Houston, TX 77002-5217                                     
|---------------------------------------------------------------------------------------------------------------------
|Attention:                                                                                                           
|Telephone:                                                                                                           
|Facsimile:                                                                                                           
|Electronic Mail:                                                                                                     
|With a copy to:                                                                                                      
|Enbridge Energy Partners, L.P.
C/O Enbridge Inc.
3000, 425-1st
Calgary, Alberta, Canada
T2P 3L8                      
|Attention:                                                                                                           
|Telephone:                                                                                                           
|Facsimile:                                                                                                           
|Electronic Mail:                                                                                                     
|BANK OF AMERICA, N.A.                                                                                                
|Administrative Agent's Office and Bank of America's Lending Office
(for payments and Requests for Credit Extensions):
|Bank of America, N.A.
1850 Gateway Blvd.
Mail Code: CA4-706-05-09
Concord, CA 94520                                  
|Attention:                                                                                                           
|Telephone:                                                                                                           
|Facsimile:                                                                                                           
|Electronic Mail:                                                                                                     

1

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|Other Notices as Administrative Agent:                                                                                                         
|-----------------------------------------------------------------------------------------------------------------------------------------------
|Bank of America, N.A.
Agency Management
1455 Market Street
Mail Code: CA5-701-05-19
San Francisco, CA 94103                                    
|Attention:                                                                                                                                     
|Telephone:                                                                                                                                     
|Facsimile:                                                                                                                                     
|Electronic Mail:                                                                                                                               
|L/C Issuer:                                                                                                                                    
|Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, CA 90017-1466
|Attention:                                                                                                                                     
|Telephone:                                                                                                                                     
|Facsimile:                                                                                                                                     
|Electronic Mail:                                                                                                                               
|Requests for Credit Extensions as a Lender:                                                                                                    
|Bank of America, N.A.
200 Front Street West
Toronto, ON, M5V 3L2                                                                               
|Attention:                                                                                                                                     
|Telephone:                                                                                                                                     
|Facsimile:                                                                                                                                     
|Electronic Mail:                                                                                                                               
|Bank of America, N.A.
1850 Gateway Blvd.
Concord, CA 94520                                                                                     
|Attention:                                                                                                                                     
|Telephone:                                                                                                                                     
|Facsimile:                                                                                                                                     
|Electronic Mail:                                                                                                                               
|Other Notices as a Lender:                                                                                                                     
|Bank of America, N.A.
901 Main Street, 64th Floor
Dallas, TX 75202-3714                                                                        
|Attention:                                                                                                                                     
|Telephone:                                                                                                                                     
|Facsimile:                                                                                                                                     
|Electronic Mail:                                                                                                                               

2

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EXHIBIT A

FORM OF LOAN NOTICE

Date: ,

To:
Bank of America, N.A., as Administrative Agent

Ladies
and Gentlemen:

Reference
is made to that certain Amended and Restated Credit Agreement, dated as of January 24, 2003 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Enbridge Energy Partners, L.P., (the
"Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.

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.

The
Borrowing requested herein complies with the proviso to the first sentence ofSection 2.01of the Agreement.

| |  | 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 Amended and Restated Credit Agreement, dated as of January 24, 2003 (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), among the Borrower, the
Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, and L/C Issuer.

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 Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds
at the Administrative Agent'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 Agreement.

This
Note is one of the Notes referred to in the 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 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 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 COMPLIANCE CERTIFICATE

Financial
Statement Date: ,

To:        Bank
of America, N.A., as Administrative Agent

Ladies
and Gentlemen:

Reference
is made to that certain Amended and Restated Credit Agreement, dated as of January 24, 2003 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Enbridge Energy Partners, L.P. (the
"Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, and L/C Issuer.

The
undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
 of the Borrower, and that, as
such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

Use following for fiscalyear-endfinancial statements

1.    Attached
hereto as Schedule 1 are year-end financial statements for the Borrower and its Subsidiaries required by Section 6.01(a)and attached hereto as Schedule 1a are the year-end financial
statements adjusted to exclude the assets and
operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with
GAAP as at such date for such period, subject only to the absence of footnotes.

Use following for fiscalquarter-endfinancial statements

1.    Attached
hereto as Schedule 1 are the unaudited financial statements required bySection 6.01(b)for the
fiscal quarter of  ended as of the above date and attached hereto as Schedule 1a are the
unaudited financial statements for the fiscal quarter of
 ended as of the above date adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the
financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end
audit adjustments and the absence of footnotes.

2.    The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonable review of the
transactions and condition (financial or otherwise) of the Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements.

3.    A
review of the activities of the Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the
undersigned with a view to determining whether during such fiscal period the Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the
Loan Documents, and

select one:

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

or

C-1

---

to the best knowledge of the undersigned the following covenants or conditions have not been performed or observed and the following is a list of each such
Default or Event of Default and its nature and status:

4.    The
financial covenant analyses, and information set forth onSchedule 2attached hereto are true and accurate on
and as of the date of this Certificate.

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

| |  | BORROWER
| |  | --------
| |  | By:     
| |  |         
| |  | Name:   
| |  |         
| |  | Title:  
| |  |         

C-2

---

For the Quarter/Year ended                        
("Statement Date")

SCHEDULE 2to the Compliance Certificate  ($ in 000's)

Section 7.13Leverage Ratio.

A.

Pro Forma EBITDA for Subject Period



$(calculate by adding lines 1 through 7 below)1.

Consolidated Net Income



$Indicate Consolidated Net Income of Excluded Subsidiaries
(to be excluded from line 1)
$2.

Interest expense



$Indicate interest expense of Excluded Subsidiaries
(to be excluded from line 2)
$3.

Income taxes



$Indicate income taxes of Excluded Subsidiaries
(to be excluded from line 3)
$4.

Depreciation



$Indicated depreciation of Excluded Subsidiaries
(to be excluded from line 4)
$5.

Amortization



$Indicated amortization of Excluded Subsidiaries
(to be excluded from line 5)
$6.

Total AFUDC (not to exceed 5% of Consolidated EBITDA)

$7.

Pro forma adjustment for acquisitions during Subject Period

$Identify acquisition and indicate IncrementalEBITDA
$Identify acquisition and indicate IncrementalEBITDA
$B.

Consolidated Funded Debt at Statement Date:



$C.

Leverage Ratio (Line A ÷ Line B):




to 1.00


Maximum permitted:

Fiscal Quarters Ending

Maximum Leverage RatioClosing Date through June 30, 2003

5.00:1.00Thereafter

4.75:1.00


C-3

---

Section 7.14Interest Coverage Ratio.

A.

Pro Forma EBITDA for Subject Period (line A under the heading
"Section 7.13Leverage Ratio"):

$B.

Consolidated Interest Charges for Subject Period:1.

Consolidated Interest Charges prior to pro forma adjustments:

$Interest expense on Consolidated Funded Debt:

$Interest expense on Qualifying Subordinated Indebtedness paid in cash:

$2.

Pro forma adjustments (See table below):

$3.

Consolidated Interest Charges after pro forma adjustments
(line B.1 adjusted by line B.2):

$Interest expense on Consolidated Funded Debt:

$Interest expense on Qualifying SubordinatedIndebtedness paid in cash:

$C.

Interest Coverage Ratio (Line A ÷ Line B.3):





to 1.00


Minimum permitted:2.75 to 1:00

Description
of pro forma adjustments to Consolidated Interest Charges:

Principal Amount

Annual
Interest Rate

Pro Forma
AdjustmentIndebtedness assumed with acquisition

$



%
$Additional Indebtedness associated with acquisition

$



%
$Total pro forma adjustments (Insert in B2 above)






$


C-4

---

Quarter-end
date:

Section 7.03 (Indebtedness of Subsidiaries)

|A. |  | Indebtedness of Non-OLP Subsidiaries
|-- |  | ------------------------------------
|   |  | 1.                                  
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  | 2.                                  
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  | 3.                                  
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  | 4.                                  
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  |                                     
|   |  |                                     

C-5

---

|   |  |                                                                                      |  |                                                                                                                                                               |  | (iii)                                                                                                                                                                                                  |  | Specify in reasonable detail method and timing of cure of such excess Indebtedness pursuant toSection 7.15:     |  |   | 
|-- |  | ------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------- |  | - | 
|B. |  | Indebtedness of the Operating Partnership and the Operating Partnership Subsidiaries
|   |  | 1.                                                                                   |  | For each incurrence of Indebtedness pursuant toSection 7.03(c)(ii)or(iii)during the subject quarter, provide the following
information:                      
|   |  |                                                                                      |  | (a)                                                                                                                                                           |  | Date of incurrence,                                                                                                                                                                                    |  |                                                                                                                 | 
|   |  |                                                                                      |  | (b)                                                                                                                                                           |  | Principal amount of Indebtedness incurred, and                                                                                                                                                         |  |                                                                                                                 | 
|   |  |                                                                                      |  | (c)                                                                                                                                                           |  | Specify to whom the Indebtedness is owed.                                                                                                                                                              |  |                                                                                                                 | 
|   |  | 2.                                                                                   |  | Calculate aggregate amount of Indebtedness outstanding for the Operating Partnership and the Operating Partnership Subsidiaries:                             
|   |  |                                                                                      |  | (a)                                                                                                                                                           |  | Total amount of Indebtedness outstanding for the Operating Partnership and the Operating Partnership Subsidiaries other than Indebtedness attributable to Excess Swap Termination Value:               |  | $                                                                                                               | 
|   |  |                                                                                      |  | (b)                                                                                                                                                           |  | Excess Swap Termination Value (line C.3(b)):                                                                                                                                                           |  | $                                                                                                               | 
|   |  |                                                                                      |  | (c)                                                                                                                                                           |  | Total (line B.2(a) plus Line B.2(b)):                                                                                                                                                                  |  | $                                                                                                               | 
|   |  |                                                                                      |  |                                                                                                                                                               |  |                                                                                                                                                                                                        |  | TOTAL:                                                                                                          |  | $ | 
|   |  |                                                                                      |  |                                                                                                                                                               |  |                                                                                                                                                                                                        |  |                                                                                                                 |  |  
|   |  | 3.                                                                                   |  | Demonstrate compliance withSection 7.16:                                                                                                                      |  |                                                                                                                                                                                                        | 
|   |  |                                                                                      |  | (a)                                                                                                                                                           |  | State the outstanding consolidated capitalization of the Operating Partnership and the Operating Partnership Subsidiaries:                                                                             |  | $                                                                                                               | 
|   |  |                                                                                      |  | (b)                                                                                                                                                           |  | Calculate the OLP Indebtedness Limitation (.60timesthe outstanding consolidated capitalization of the Operating Partnership and the Operating Partnership Subsidiaries (line B.3(a)):                  |  | $                                                                                                               | 
|   |  |                                                                                      |  | (c)                                                                                                                                                           |  | Is the aggregate amount of Indebtedness outstanding for the Operating Partnership and the Operating Partnership Subsidiaries (line B.2(c)) greater than the OLP Indebtedness Limitation (line B.3(b))?
|   |  |                                                                                      |  |                                                                                                                                                               |  |                                                                                                                                                                                                        |  | Yes    o                                                                                                        |  |   | 
|   |  |                                                                                      |  |                                                                                                                                                               |  |                                                                                                                                                                                                        |  | No     o                                                                                                        |  |   | 
|   |  |                                                                                      |  | (d)                                                                                                                                                           |  | If yes, please answer the following:                                                                                                                                                                   |  |                                                                                                                 | 
|   |  |                                                                                      |  |                                                                                                                                                               |  | (i)                                                                                                                                                                                                    |  | State the amount of excess Indebtedness:                                                                        |  | $ | 
|   |  |                                                                                      |  |                                                                                                                                                               |  | (ii)                                                                                                                                                                                                   |  | How much of the excess Indebtedness is attributable to Excess Swap Termination Value?                           |  | $ | 
|   |  |                                                                                      |  |                                                                                                                                                               |  | (iii)                                                                                                                                                                                                  |  | Specify in reasonable detail the method and timing of cure of such excess Indebtedness pursuant toSection 7.16: |  |   | 
|C. |  | Excess Swap Termination Value                                                       
|   |  | 1.                                                                                   |  | State net amount of all mark-to-market obligations of all Swap Contracts to which a Subsidiary of the Borrower is obligated as a counterparty or a guarantor: |  | $                                                                                                                                                                                                      | 
|   |  |                                                                                      |  | (A negative number indicates a net aggregate amount owedbySubsidiaries; a positive number indicates a net aggregate amount owedtoSubsidiaries)                |  |                                                                                                                                                                                                        | 
|   |  | 2.                                                                                   |  | Is line C.1 less than negative $150,000,000?                                                                                                                  |  |                                                                                                                                                                                                        | 
|   |  |                                                                                      |  |                                                                                                                                                               |  |                                                                                                                                                                                                        |  |                                                                                                                 |  |   | 

C-6

---

| |  |    |  |                                                                                    |  |                                                                                                                                                                                                     |  | Yes    o |  |  | 
| |  | -- |  | ---------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  |  | 
| |  |    |  |                                                                                    |  |                                                                                                                                                                                                     |  | No     o |  |  | 
| |  | 3. |  | If yes, calculate the Ratable Share of the amount less than negative $150,000,000: |  |                                                                                                                                                                                                     | 
| |  |    |  | (a)                                                                                |  | State aggregate Swap Termination Value of all Swap Obligations and Guarantee Obligations of Swap Obligations of the Non-OLP Subsidiaries:                                                           |  | $        | 
| |  |    |  | (b)                                                                                |  | State aggregate Swap Termination Value of all Swap Obligations and Guarantee Obligations of Swap Obligations of the Operating Partnership and the Operating Partnership Subsidiaries:               |  | $        | 
| |  |    |  | (c)                                                                                |  | The Ratable Share of Excess Termination Value of the Non-OLP Subsidiaries ((line C.3(a)divided byline C.1)timesthe amount less than negative
$150,000,000):                                         |  | $        | 
| |  |    |  | (d)                                                                                |  | The Ratable Share of Excess Termination Value of the Operating Partnership and Operating Partnership Subsidiaries ((line C.3(b)divided byline C.1)timesthe amount less than negative $150,000,000): |  | $        | 

C-7

---



EXHIBIT D

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

This Assignment and Acceptance Agreement (this "Assignment") is dated as of the Effective Date set forth below and
is entered into by and between [Insert name of Assignor] (the "Assignor") and
[Insert name of Assignee] (the "Assignee"). Capitalized terms used but not
defined herein shall have the meanings given to them in the Amended and Restated 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 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 Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below
of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, Letters of Credit) (the
"Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.

---

D-1

---

Aggregate
Amount of
Commitment/Loans
for all Lenders

Amount of
Commitment/Loans
Assigned

Percentage
Assigned of
Commitment/Loans(2)$


$



%$


$



%$


$



%


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

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

| |  | ASSIGNOR          
| |  | ------------------
| |  | [NAME OF ASSIGNOR]
| |  | By:               
| |  |                   
| |  | ASSIGNEE          
| |  | [NAME OF ASSIGNEE]
| |  | By:               
| |  |                   

[Consented to and](3) Accepted:

BANK
OF AMERICA, N.A., as
    Administrative Agent

|By:                |        |  | 
|------------------ | ------ |  | 
|                   | Title: |  | 
|[Consented to:](4) |        | 
|By:                |        |  | 
|                   | Title: |  | 

---

D-2

---

ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE AGREEMENT[                        ](5)        STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT  AND ACCEPTANCE
AGREEMENT

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 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 any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or
any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or, as applicable, Unrestricted Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or, as applicable, Unrestricted Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Credit 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 to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the
extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant toSection 6.01thereof, as applicable, and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) 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 on the Administrative Agent, the Assignor or any other Lender, 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 Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Documents are required to be performed by it as a Lender.

1.3Assignee's Address for Notices, etc.Attached hereto as Schedule 1 is all contact information,
address, account and other administrative information relating to the Assignee.

---

D-3

---

2.Payments.From and after the Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and
the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between
themselves.

3.General Provisions.This Assignment shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment 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 by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance
with, the law of the State of New York.

D-4

---

SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE AGREEMENT        ADMINISTRATIVE DETAILS

(Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic mail addresses and account and payment information)

D-5

---



[Letterhead of Borrower's Counsel]

EXHIBIT E

FORM OF OPINION OF COUNSEL

January 24,
2003

Each
of the Lenders under the
    Credit Agreement, including those
    Lenders listed in Schedule A hereto

Bank
of America, N.A.,
    as Administrative Agent for such Lenders

Ladies
and Gentlemen:

We
have acted as counsel for Enbridge Energy Partners, L.P., a Delaware limited partnership (the "MLP"), in connection with its execution
and delivery today of (i) the Amended and Restated Credit Agreement dated as of January 24, 2003 (the "Credit Agreement"), by and among
the MLP, the lenders from time to time parties thereto (the "Lenders"), and Bank of America, N.A., as administrative agent
(in such capacity, the "Administrative Agent") and (ii) the promissory notes of even date herewith delivered pursuant to the Credit Agreement
(the "Notes"). Capitalized terms used and not defined herein have the meanings assigned in the Credit Agreement. The opinions expressed herein are being
furnished to you pursuant to Section 4.01(a)(vii) of the Credit Agreement.

In
rendering the opinions expressed herein, we have (i) examined the Credit Agreement and the Notes (collectively, the "Financing
Documents"), partnership records of the MLP, certificates of representatives of the MLP, certificates and other communications of public officials and such other instruments,
agreements and documents as are in our judgment necessary to enable us to render the opinions expressed herein, and (ii) as to questions of fact material to the opinions expressed herein, and
as to factual matters arising in connection with our examination of the aforesaid materials, relied, to the extent we deemed appropriate, upon the factual representations and warranties contained in
the Financing Documents, upon such certificates, communications, instruments, agreements and documents and certain facts stated elsewhere herein.

In
making such examination and in such reliance, we have assumed the authenticity and completeness of all records, certificates, instruments, agreements and other documents submitted to
us as originals, the conformity to authentic originals, records, certificates, instruments, agreements and other documents of all copies submitted to us as copies, and the authenticity of the
originals of such latter records, certificates, instruments, agreements and other documents. In addition, we have assumed the legal capacity of each natural person identified in, or indicated as
having executed, any of those records, certificates, instruments, agreements and other documents and the genuineness of all signatures on all such records, certificates, instruments, agreements and
other documents.

In
rendering the opinions expressed herein, we also have assumed the following:



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Based
upon the foregoing and in the reliance thereon, and subject to and qualified by the assumptions, qualifications, limitations and exceptions set forth herein, and having due regard
for such legal considerations as we deem relevant, we are of the opinion that:



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The
foregoing opinions expressed herein are further subject to, and qualified by, the following assumptions, exceptions, qualifications and limitations:



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The
opinions expressed herein are solely for the benefit of, and may only be relied upon by each Financing Party, and its permitted successors and assigns, in connection with the
Financing Documents;provided however,any reliance on such opinions by a Person who becomes a party to the Financing Documents after the date of this
opinion letter shall be as to the opinions expressed herein as of the date of this opinion letter and shall not constitute a reissuance of such opinions as of the date of any such subsequent reliance
or other subsequent date. Neither this opinion letter nor any excerpt hereof (nor any reproduction of any of the foregoing) may be furnished to (except in connection with a legal or arbitral
proceeding or as may be required by applicable law, and in any such events, as shall be directed and required incident thereto pursuant to a duly issued subpoena, writ, order or other legal process),
or relied upon by, any other Person without the prior written consent of this Firm. The opinions expressed herein are as of the date hereof (and not as of any other date, including, without
limitation, the effective date of any Financing Document if a date other than the date hereof) or, to the extent of the references to certificates of public officials made in paragraph E
hereof, to the respective dates of the certificates referred to in such paragraphs, and we make no undertaking to
amend or supplement such opinions as facts and circumstances come to our attention or changes in the law occur which could affect such opinions.

| |  | Very truly yours,          
| |  | ---------------------------
| |  |                            
| |  |                            
| |  | Fulbright & Jaworski L.L.P.

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SCHEDULE A

To Opinion of Fulbright & Jaworski L.L.P.        Dated January 24, 2003        List of Lenders

Bank
of America, N.A.
Bank of Montreal
Toronto Dominion (Texas), Inc.
Wachovia Bank, National Association
CIBC Inc.
Citibank, N.A.
Royal Bank of Canada
ABN AMRO Bank N.V., Cayman Islands Branch
SunTrust Bank

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EXHIBIT F

FORM OF SUBORDINATION AGREEMENT

THIS AGREEMENT made as of the  day of
,
 by , a
 (the "Subordinated
Creditor"), in favor of the Administrative Agent, the L/C Issuer and the Lenders (collectively, the "Senior Lenders").

WHEREAS
Enbridge Energy Partners, L.P., a Delaware limited partnership (the "Obligor"), is or may become indebted to the Senior Lenders
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 Lenders 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

1.1Definitions

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 Amended and Restated
Credit Agreement dated as of January 24, 2003 among Enbridge Energy Partners, L.P., as Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent
and L/C Issuer (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:



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F-1

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1.2Headings

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.

1.3Interpretation

In
this Agreement:



1.4Governing 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 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 Lenders to
take proceedings in any other jurisdiction.

1.5Severability

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.

1.6Time of the Essence

Time
shall be of the essence of this Agreement.

ARTICLE 2  POSTPONEMENT AND SUBORDINATION OF PAYMENT

2.1General Postponement and Subordination

Except
as specifically provided for inArticle 3:



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2.2Priority 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):



2.3Payments 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.

2.4Payment 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 Lenders shall have received full payment of the Senior Indebtedness
in cash, all

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Letters of Credit shall have terminated and all Commitments of the Senior Lenders under the Credit Agreement shall have irrevocably terminated.

2.5Legend 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:



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

2.6Application of Payments

All
payments and distributions received by the Senior Lenders in respect of the Subordinated Indebtedness, to the extent received in or converted into cash, may be applied by the Senior
Lenders first to the payment of any and all expenses (including reasonable legal fees and expenses) paid or incurred by the Administrative Agent 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 Lenders, be
applied by the Senior Lenders in such order of application as the Senior Lenders may from time to time select, toward the payment of the Senior Indebtedness remaining unpaid.

ARTICLE 3  PERMITTED PAYMENTS

3.1Permitted 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

4.1Restriction 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 withSection 7.1(a).

4.2Transfer by Subrogation

If
(a) the Administrative Agent on behalf of the Senior Lenders 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 Letters of Credit outstanding and no further Commitments outstanding under the Credit Agreement, then the Senior Lenders will each, 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

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security free of encumbrances created by the Senior Lenders), 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 Administrative Agent.

ARTICLE 5  DEALINGS WITH BORROWER

5.1Restriction Dealings by Subordinated Creditor

Except
with the prior written consent of the Administrative Agent with the consent of the Required Lenders, the Subordinated Creditor shall not:



5.2Permitted Dealings by Senior Lenders

Notwithstanding
anything in this Agreement, the Subordinated Creditor acknowledges each of the Senior Lenders shall be entitled to:



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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 Lenders hereunder.

ARTICLE 6  REPRESENTATIONS AND WARRANTIES

6.1Representations and Warranties

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



ARTICLE 7  CONTINUING SUBORDINATION

7.1Continuing Subordination; Reinstatement

This
Subordination Agreement shall create a continuing subordination and shall:



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

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must be otherwise restored by any Senior Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

7.2Other 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 any of the Senior
Lenders in respect of the Senior Indebtedness, and the Senior Lenders 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 Lenders may become entitled or have a claim in such order and in such manner as the Senior Lenders in their sole discretion may deem appropriate.

7.3Acknowledgment 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. None of the Senior Lenders shall 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

8.1Notices

All
notices and other communications provided for hereunder shall be given in the form and manner prescribed bySection 10.02of
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.

8.2Amendments and Waivers



8.3Assignment by Lenders

The
Subordinated Creditor acknowledges and agrees that each of the Senior Lenders 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 each of the Senior Leaders
and their respective successors and permitted assigns.

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8.4Assignment 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 Lenders (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 Administrative Agent 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.

8.5Further Assurances

The
Subordinated Creditor shall, at the request of the Senior Lenders 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 Administrative Agent or the Senior Lenders may reasonably require in order to fully perform and carry out the terms of this Agreement.

8.6Counterparts

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.

8.7Waiver 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.

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:

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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:                           
| |  |                               
| |  |                               
| |  | By:                           
| |  |                               
| |  | Name:                         
| |  |                               
| |  | Title:                        
| |  |                               

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ANNEX AIndebtedness

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