Exhibit
10.1


EXECUTION COPY




 





SECOND
AMENDED AND RESTATED


CREDIT AGREEMENT


Dated
as of April 4, 2007


among


ENBRIDGE
ENERGY PARTNERS, L.P.,


as Borrower,


BANK
OF AMERICA, N.A.,


as Administrative Agent,

Swing Line Lender

and

an L/C Issuer,


WACHOVIA
BANK, NATIONAL ASSOCIATION,

as an L/C Issuer

and

Co-Documentation Agent


and


The Lenders Party Hereto


BANK OF MONTREAL,

Syndication Agent


TORONTO DOMINION (TEXAS) LLC,


 Co-Documentation Agent






BANC
OF AMERICA SECURITIES LLC


WACHOVIA
CAPITAL MARKETS, LLC


Co-Arrangers and Joint
Bookrunners




 





















TABLE OF CONTENTS


Page


	
  ARTICLE I.                                                     DEFINITIONS AND ACCOUNTING TERMS

  	
  1

  
	
  1.01

  	
   

  	
  Defined
  Terms

  	
  1

  
	
  1.02

  	
   

  	
  Other Interpretive Provisions

  	
  23

  
	
  1.03

  	
   

  	
  Accounting
  Terms

  	
  24

  
	
  1.04

  	
   

  	
  Rounding

  	
  24

  
	
  1.05

  	
   

  	
  References to Agreements and Laws

  	
  24

  
	
  1.06

  	
   

  	
  Letter of Credit Amounts

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II                                                    THE COMMITMENTS AND CREDIT EXTENSIONS

  	
  24

  
	
  2.01

  	
   

  	
  Committed
  Loans

  	
  24

  
	
  2.02

  	
   

  	
  Borrowings, Conversions and Continuations of Loans

  	
  25

  
	
  2.03

  	
   

  	
  Intentionally Blank

  	
  26

  
	
  2.04

  	
   

  	
  Letters
  of Credit

  	
  26

  
	
  2.05

  	
   

  	
  Swing
  Line Loans

  	
  32

  
	
  2.06

  	
   

  	
  Prepayments

  	
  35

  
	
  2.07

  	
   

  	
  Reduction or Termination of Commitments

  	
  35

  
	
  2.08

  	
   

  	
  Repayment
  of Loans

  	
  36

  
	
  2.09

  	
   

  	
  Interest

  	
  36

  
	
  2.10

  	
   

  	
  Fees

  	
  36

  
	
  2.11

  	
   

  	
  Computation of Interest and Fees

  	
  37

  
	
  2.12

  	
   

  	
  Evidence
  of Debt

  	
  37

  
	
  2.13

  	
   

  	
  Payments
  Generally

  	
  38

  
	
  2.14

  	
   

  	
  Sharing
  of Payments

  	
  40

  
	
  2.15

  	
   

  	
  Extension of Scheduled Maturity Date

  	
  40

  
	
  2.16

  	
   

  	
  Increase in Commitments

  	
  41

  
	
  2.17

  	
   

  	
  Term-Out
  Option

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III.                                             TAXES, YIELD PROTECTION AND ILLEGALITY

  	
  42

  
	
  3.01

  	
   

  	
  Taxes

  	
  42

  
	
  3.02

  	
   

  	
  Illegality

  	
  43

  
	
  3.03

  	
   

  	
  Inability to Determine Rates

  	
  44

  
	
  3.04

  	
   

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

  	
  44

  
	
  3.05

  	
   

  	
  Funding
  Losses

  	
  45

  
	
  3.06

  	
   

  	
  Matters Applicable to all Requests for Compensation

  	
  46

  
	
  3.07

  	
   

  	
  Survival

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV.                                             CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

  	
  46

  
	
  4.01

  	
   

  	
  Conditions of Initial Credit Extension

  	
  46

  
	
  4.02

  	
   

  	
  Conditions to all Credit Extensions

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.                                                 REPRESENTATIONS AND WARRANTIES

  	
  48

  
	
  5.01

  	
   

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
  48

  
	
  5.02

  	
   

  	
  Authorization; No Contravention

  	
  49

  
	
  5.03

  	
   

  	
  Governmental Authorization

  	
  49

  
	
  5.04

  	
   

  	
  Binding
  Effect

  	
  49

  
	
  5.05

  	
   

  	
  Financial Statements; No Material Adverse Effect

  	
  49

  
	
  5.06

  	
   

  	
  Litigation

  	
  50

  
	
  5.07

  	
   

  	
  No
  Default

  	
  50

  
	
  5.08

  	
   

  	
  Ownership of Property; Liens

  	
  50

  



 



 i
 









TABLE OF CONTENTS


continued


	
  5.09

  	
   

  	
  Environmental Compliance

  	
  50

  
	
  5.10

  	
   

  	
  Insurance

  	
  50

  
	
  5.11

  	
   

  	
  Taxes

  	
  50

  
	
  5.12

  	
   

  	
  ERISA
  Compliance

  	
  51

  
	
  5.13

  	
   

  	
  Subsidiaries

  	
  51

  
	
  5.14

  	
   

  	
  Margin Regulations; Investment Company Act

  	
  51

  
	
  5.15

  	
   

  	
  Disclosure

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.                                             AFFIRMATIVE COVENANTS

  	
  51

  
	
  6.01

  	
   

  	
  Financial Statements

  	
  51

  
	
  6.02

  	
   

  	
  Certificates; Other Information

  	
  52

  
	
  6.03

  	
   

  	
  Notices

  	
  53

  
	
  6.04

  	
   

  	
  Payment of Obligations

  	
  54

  
	
  6.05

  	
   

  	
  Preservation of Existence, Etc

  	
  54

  
	
  6.06

  	
   

  	
  Maintenance of Properties

  	
  54

  
	
  6.07

  	
   

  	
  Maintenance of Insurance

  	
  54

  
	
  6.08

  	
   

  	
  Compliance
  with Laws

  	
  54

  
	
  6.09

  	
   

  	
  Books
  and Records

  	
  55

  
	
  6.10

  	
   

  	
  Inspection
  Rights

  	
  55

  
	
  6.11

  	
   

  	
  Intentionally
  Blank

  	
  55

  
	
  6.12

  	
   

  	
  Use
  of Proceeds

  	
  55

  
	
  6.13

  	
   

  	
  Intentionally
  Blank

  	
  55

  
	
  6.14

  	
   

  	
  Incorporation of Certain More Restrictive Financial
  Provisions

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII.                                         NEGATIVE COVENANTS

  	
  56

  
	
  7.01

  	
   

  	
  Liens

  	
  56

  
	
  7.02

  	
   

  	
  Investments

  	
  57

  
	
  7.03

  	
   

  	
  Indebtedness

  	
  57

  
	
  7.04

  	
   

  	
  Mergers; Sale of Assets

  	
  60

  
	
  7.05

  	
   

  	
  Intentionally Blank

  	
  60

  
	
  7.06

  	
   

  	
  Intentionally Blank

  	
  60

  
	
  7.07

  	
   

  	
  Distributions

  	
  60

  
	
  7.08

  	
   

  	
  ERISA

  	
  61

  
	
  7.09

  	
   

  	
  Change in Nature of Business

  	
  61

  
	
  7.10

  	
   

  	
  Transactions with Affiliates

  	
  61

  
	
  7.11

  	
   

  	
  Burdensome Agreements

  	
  61

  
	
  7.12

  	
   

  	
  Use
  of Proceeds

  	
  61

  
	
  7.13

  	
   

  	
  Consolidated Leverage Ratio

  	
  61

  
	
  7.14

  	
   

  	
  Intentionally Omitted

  	
  62

  
	
  7.15

  	
   

  	
  Indebtedness of Non-OLP Subsidiaries

  	
  62

  
	
  7.16

  	
   

  	
  Indebtedness of the Operating Partnership and the
  Operating Partnership Subsidiaries

  	
  62

  
	
  7.17

  	
   

  	
  Swap
  Contracts

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII.                                     EVENTS OF DEFAULT AND REMEDIES

  	
  63

  
	
  8.01

  	
   

  	
  Events
  of Default

  	
  63

  
	
  8.02

  	
   

  	
  Remedies Upon Event of Default

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX.                                            ADMINISTRATIVE AGENT

  	
  65

  
	
  9.01

  	
   

  	
  Appointment and Authority

  	
  65

  
	
  9.02

  	
   

  	
  Rights
  as a Lender

  	
  65

  



 



 ii
 









TABLE OF CONTENTS


continued


	
  9.03

  	
   

  	
  Exculpatory Provisions

  	
  65

  
	
  9.04

  	
   

  	
  Reliance by Administrative Agent

  	
  66

  
	
  9.05

  	
   

  	
  Delegation
  of Duties

  	
  66

  
	
  9.06

  	
   

  	
  Resignation of Administrative Agent

  	
  67

  
	
  9.07

  	
   

  	
  Non-Reliance on Administrative Agent and Other Lenders

  	
  67

  
	
  9.08

  	
   

  	
  No
  Other Duties, Etc.

  	
  68

  
	
  9.09

  	
   

  	
  Administrative Agent May File Proofs of Claim

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X.                                                MISCELLANEOUS

  	
  68

  
	
  10.01

  	
  Amendments,
  Etc.

  	
  68

  
	
  10.02

  	
  Notices and Other Communications; Facsimile Copies

  	
  69

  
	
  10.03

  	
  No Waiver; Cumulative Remedies

  	
  71

  
	
  10.04

  	
  Attorney Costs, Expenses and Taxes

  	
  72

  
	
  10.05

  	
  Indemnification by the Borrower; Reimbursement and
  Indemnification by Lenders

  	
  72

  
	
  10.06

  	
  Payments
  Set Aside

  	
  74

  
	
  10.07

  	
  Successors and Assigns

  	
  74

  
	
  10.08

  	
  Confidentiality

  	
  78

  
	
  10.09

  	
  Set-off

  	
  79

  
	
  10.10

  	
  Interest Rate Limitation

  	
  79

  
	
  10.11

  	
  Counterparts

  	
  79

  
	
  10.12

  	
  Integration

  	
  79

  
	
  10.13

  	
  Survival of Representations and Warranties

  	
  80

  
	
  10.14

  	
  Severability

  	
  80

  
	
  10.15

  	
  Foreign
  Lenders

  	
  80

  
	
  10.16

  	
  Removal and Replacement of Lenders

  	
  81

  
	
  10.17

  	
  Governing
  Law

  	
  81

  
	
  10.18

  	
  Waiver of Right to Trial by Jury

  	
  82

  
	
  10.19

  	
  No Advisory or Fiduciary Responsibility

  	
  82

  
	
  10.20

  	
  USA PATRIOT Act Notice

  	
  82

  
	
  10.21

  	
  ENTIRE
  AGREEMENT

  	
  83

  
	
  SIGNATURES

  	
  S-1

  
					



 



 iii
 









TABLE OF CONTENTS


continued


	
  EXHIBITS

  
	
   

  	
   

  
	
   

  	
  Form of

  
	
   

  	
   

  
	
  A-1

  	
  Loan Notice

  
	
  A-2

  	
  Swing Line Loan Notice

  
	
  B-1

  	
  Loan Note

  
	
  B-2

  	
  Swing
  Line Note

  
	
  C

  	
  Compliance Certificate

  
	
  D

  	
  Assignment and Assumption Agreement

  
	
  E

  	
  Opinion
  of Counsel

  
	
  F

  	
  Subordination Agreement

  



 



 iv















SECOND AMENDED AND RESTATED CREDIT AGREEMENT


THIS SECOND AMENDED AND RESTATED  CREDIT AGREEMENT
(this “Agreement”) dated as of April 4, 2007 is made and entered into by
and among ENBRIDGE
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, Swing Line Lender, and a L/C Issuer, and WACHOVIA BANK,
NATIONAL ASSOCIATION, as a L/C Issuer.


WHEREAS, the
Borrower, 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
Amended and Restated Credit Agreement dated as of January 24, 2003, as amended,
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 on Schedule 2.01 hereto.


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”.


“Acquisition
Period” means the period beginning with the date of payment of the purchase
price for a Specified Acquisition (the “Acquisition Closing Date”) and
continuing through the earliest of (a) the last day of the second fiscal
quarter following the quarter in which the Acquisition Closing Date occurs, (b)
the date designated by the Borrower as the termination date of such Acquisition
Period, or (c) the Quarter End Date on which the Borrower is in compliance with
Section 7.13  as
such compliance is determined as if such period was not the Acquisition
Period.  As used in this definition, “Specified
Acquisition” means any one or more transactions (a) consummated during a
consecutive 9-month period pursuant to which the Borrower or one or more of its
Subsidiaries, or any combination of the foregoing, directly or indirectly,
whether in the form of capital expenditure, an investment, a merger, a
consolidation, an amalgamation or otherwise and whether through a solicitation
of tender of equity interests, one or more negotiated block, market, private or
other transactions, or any combination of the foregoing, acquires for an
aggregate purchase price of not less than $50,000,000 (i) all or substantially
all of the business or assets of any other Person or operating division or
business unit of any other Person or (ii) more than 50% of the equity interests
in any other Person and (b) designated by the Borrower to the Administrative
Agent as a “Specified Acquisition” (such designation may be made at any time
during an



 1
 









Acquisition Period that began on the Acquisition Closing Date for such
Specified Acquisition); provided that following a designation of a
Specified Acquisition, the Borrower may not designate a subsequent Specified
Acquisition unless, after the end of the most recent Acquisition Period there
shall have occurred at least one Quarter End Date on which the Borrower is in
compliance with Section 7.13, as such compliance is determined as if such
period was not an Acquisition Period.  As
used in this definition, “Quarter End Date” means the last date of a
fiscal quarter.


“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.


“Administrative Questionnaire” means an
Administrative Questionnaire in the form supplied by the Administrative Agent
to be completed by the Lenders.


“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 Fee Letter” has the meaning specified
in Section 2.10(c).


“Agent-Related Persons” means the
Administrative Agent (including any successor administrative agent permitted
hereby) and each Arranger, together with their respective Affiliates, 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.


“Applicable Rate”
means the following percentages per annum, based upon the Debt Rating as set
forth below:


	
  Applicable Rate

  
	
  Pricing

  Level

  	
  Debt
  Ratings

  S&P/Moody’s

  	
  Facility

  Fee Rate

  	
  Applicable
  Rate for

  Eurodollar Loans*

  and Applicable Rate

  for Letters of Credit

  	
  Applicable

  Rate for

  Base Rate

  Loans*

  	
  Utilization

  Fee Rate

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  A/A2 or higher

  	
  .045%

  	
  .180%

  	
  -0-

  	
  .05%

  
	
  2

  	
  A-/A3

  	
  .050%

  	
  .200%

  	
  -0-

  	
  .05%

  
	
  3

  	
  BBB+/Baa1

  	
  .070%

  	
  .230%

  	
  -0-

  	
  .05%

  
	
  4

  	
  BBB/Baa2

  	
  .090%

  	
  .310%

  	
  -0-

  	
  .05%

  
	
  5

  	
  BBB-/Baa3

  	
  .110%

  	
  .440%

  	
  -0-

  	
  .05%

  
	
  6

  	
  Lower than BBB-/Baa3 or unrated

  	
  .125%

  	
  .575%

  	
  -0-

  	
  .10%

  



 



 2
 









* Term-Out:  In the event the Borrower elects its Term-Out
option pursuant to Section 2.17, the Applicable Rate for Eurodollar Rate
Loans and Base Rate Loans shall be increased by 25 basis points, effective from
and after the Revolving Termination Date.


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


Initially, the
Applicable Rate shall be determined based upon the Debt Rating specified in the
certificate delivered pursuant to Section 4.01(a)(vi).  Thereafter, each change in the Applicable
Rate resulting from a publicly announced change in the Debt Rating shall be
effective during the period commencing on the date of the public announcement
thereof and ending on the date immediately preceding the effective date of the
next such change.


“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 either Banc of America
Securities LLC or Wachovia Capital Markets, LLC, in their respective capacities
as co-arrangers and joint bookrunners. 
As used herein, the term “Arranger” shall mean “each Arranger” or the “applicable
Arranger” as the context may require.


“Arranger Fee Letter” has the meaning
specified in Section 2.10(c).


“Assignee
Conditions” means, in relation to any Approved Fund that is financially
capable of performing the obligations of a Lender under this Agreement, the
conditions as follows:  (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 under Article III of amounts in excess of those
payable to such Lender assignor under such Article (determined without regard
to such assignment or transfer).


“Assignment and Assumption” means an
Assignment and Assumption 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, 2006, 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.



 3
 









“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 Committed Loan” means a Committed
Loan that is a Base Rate Loan.


“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.


“Borrower
Materials” has the meaning specified in Section 6.02.


“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 to Section 2.01.


“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 in Section 4.01
are satisfied or waived in accordance with Section
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.


“Commercial
Operation Date” means the date on which a Material Project is substantially
complete and commercially operable.



 4
 









“Commitment” means, as to each Lender, its
obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01,
(b) purchase participations in L/C Obligations, and (c) purchase participations
in Swing Line Loans 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.


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


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


“Consenting Lenders” has the meaning specified
in Section 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 for such period, (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 (i) Qualifying Subordinated Indebtedness owing to
an Affiliate of the Borrower and (ii) to the extent included in any of
clauses (a) through (c) above, Designated Hybrid Securities.


“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
Consolidated Operating Income, Consolidated Net Income shall be calculated by
including the Unrestricted Subsidiaries.


“Consolidated
Net Worth” means, as to the Borrower at any date, the sum of (i) the amount
of partners’ capital of the Borrower determined as of such date in accordance
with GAAP, and (ii) Designated Hybrid Securities; provided, there shall
be excluded, without duplication, from such determination (to the extent
otherwise included therein) the amount of accumulated other comprehensive gain
or loss as of such date determined in accordance with GAAP.


“Consolidated
Operating Income” means, for any period, (i) the sum of Consolidated Net
Income and consolidated interest expense for such period less (ii) the sum of
consolidated interest income and consolidated income classified as “Other” for
such period, and in each of the foregoing instances,



 5
 









“consolidated” refers to the Borrower, its Subsidiaries and
Unrestricted Subsidiaries on a consolidated basis determined in accordance with
GAAP.


“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.


“Credit Extension” means each of the
following: (a) a Borrowing, (b) a Swing Line Borrowing, (c) an L/C Credit
Extension, or (d) a conversion of Committed Loans to Term Loans pursuant to Section
2.17.


“Daily
Floating Eurodollar Rate” means, with respect to any Swing Line Loan
for each day that it is a Daily Floating Eurodollar Rate Loan, the rate per
annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”),
as published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m. (London time) on such day (if such day is a
Business Day) or the immediately preceding Business Day (if such day is not a
Business Day), for U.S. dollar deposits with a term equivalent to one (1)
month.  If such rate is not available at
such time for any reason, then the “Daily Floating Eurodollar Rate” shall be
the rate per annum determined by the Administrative Agent in accordance with
its usual practice to be the rate at which deposits in U.S. dollars in same day
funds in the approximate amount of the Daily Floating Eurodollar Rate Loan
being made, continued or converted by the Swing Line Lender and with a term
equivalent to one (1) month would be offered by the Swing Line Lender’s London
Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) on such day (if such day is a
Business Day) or the immediately preceding Business Day (if such day is not a
Business Day).


“Daily
Floating Eurodollar Rate Loan” means a Swing Line Loan that bears
interest at a rate based upon the Daily Floating Eurodollar Rate.


“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.


“Declining Lender” has the meaning specified
in Section 2.15(a).


“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 Rate plus (b) the
Applicable Rate, if any, applicable to Base Rate Loans plus (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.


“Defaulting
Lender” means any Lender that (a) has failed to fund any portion of the
Committed Loans, participations in L/C Obligations, or participations in Swing
Line Loans required to be funded by



 6
 









it hereunder within one Business Day following the date required to be
funded by it hereunder, unless cured, (b) has otherwise failed to pay over
to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within one Business Day following the date when due,
unless cured or the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy, receivership or insolvency
proceeding.


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


“Designated
Hybrid Securities” means at the end of any fiscal quarter, the outstanding
Hybrid Securities at such time in a face amount that does not exceed 15% of
Total Capitalization at such time.


“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.


“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 expense plus the 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 any Person that
meets all of the requirements to be an assignee under Section 10.07(b)(iii),
and is not precluded by Section 10.07(b)(v) and 10.07(b)(vi)
(subject to such consents, if any, as may be required under Section 10.07(b)(iii)).


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


“EPRM” means Enbridge Partners Risk Management,
L.P., a Delaware limited partnership, and a Wholly-Owned Subsidiary.


“EPRM Swap
Contracts” means Swap Contracts to which EPRM is a counterparty, provided
that (a) no other Subsidiary of the Borrower is a counterparty thereto or has
Guarantee Obligations with respect thereto, (b) EPRM engages in no business
other than the entry into
Swap Contracts and related documents, instruments and agreements, and the
performance of obligations and duties, the taken of actions, and the exercise
of rights, privileges, interests or benefits under and incidental thereto, and
(c) EPRM’s assets consist solely of Swap Contracts and related documents,
instruments and agreements, and



 7
 









rights, privileges, interests and benefits
thereunder, and other assets related to, or needed or needful for, the
performance of obligations, taking of actions or exercise of rights,
privileges, interests or benefits thereunder or arising under, or in connection
with, revenues and operations with respect thereto.


“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.


“Eurodollar
Rate” means the Fixed Period Eurodollar Rate or the Daily Floating
Eurodollar Rate, as the case may be.


“Eurodollar
Rate Loan” means a Fixed Period Eurodollar Rate Loan or a Daily Floating
Eurodollar Rate Loan.  Each reference to
Eurodollar Rate Loan when used in connection with Committed Loans or Term
Loans, as the case may be, shall mean a Fixed Period Eurodollar Rate Loan.  Each reference to Eurodollar Rate Loan when
used in connection with Swing Line Loans shall mean a Daily Floating Eurodollar
Rate Loan.


“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 (other than EPRM 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 thereto over (b) $150,000,000.


“Existing
Credit Agreement” has the meaning specified in the recitals hereof.


“Existing
Lenders” has the meaning specified in the recitals hereof.



 8
 









“Existing
Letters of Credit” means each of the letters of credit issued under the
Existing Credit Agreement outstanding on the Closing Date, including those
Letters of Credit described on Schedule 1.01.


“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
in clause (B)(c) of Section 7.03(a)(i).


“Extension
Effective Date” has meaning specified in Section 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; provided that
(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 in Section 6.14.


“Financing
Vehicle” has the meaning set forth in the definition of “Hybrid
Securities.”


“Fixed Period
Eurodollar Rate”
means, with respect to any Fixed Period Eurodollar Rate Loan for the Interest
Period applicable to such Fixed Period Eurodollar Rate Loan, the rate per annum
equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at
such time for any reason, then the “Fixed Period Eurodollar Rate” for such
Interest Period shall be the rate per annum determined by the Administrative
Agent in accordance with its usual practice to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Fixed Period Eurodollar Rate Loan being made,
continued or converted by the Person then serving as the Administrative Agent
and with a term equivalent to such Interest Period would be offered by such
Person’s London Branch (or if such Person has no London Branch, by the London
Branch of a major financial institution that is reasonably selected by the
Administrative Agent and



 9
 









reasonably acceptable to the Borrower) to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.


“Fixed Period
Eurodollar Rate Loan”
means a Loan that bears interest at a rate of interest based on the Fixed
Period Eurodollar Rate.


“Foreign Lender” has the meaning specified in Section 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 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



 10
 









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 in Section 2.04(c)(i).


“Hybrid Securities” means any trust preferred
securities or deferrable interest subordinated debt with a maturity of at least
20 years, which provides for the optional or mandatory deferral of interest or
distributions issued by the Borrower or a Financing Vehicle.  “Financing Vehicle” means a business
trust, limited liability company, limited partnership or similar entity (i)
substantially all of the common equity, general partner or similar interests of
which are owned (either directly or indirectly through one or more Wholly-owned
Subsidiaries) at all times by the Borrower, (ii) that has been formed for the
sole purpose of issuing trust preferred securities or deferrable interest
subordinated debt, and (iii) substantially all the assets of which consist of
(A) subordinated debt of the Borrower and (B) payments made from time to time
on such subordinated debt.  In order for
any trust preferred securities or deferrable interest subordinated debt to be
considered “Hybrid Securities” for purposes of this Agreement, not later than
20 Business Days prior to the delivery of any Compliance Certificate (or such
shorter time period as may be agreed by the Administrative Agent), if the
Borrower or any Financing Vehicle has issued any trust preferred securities or
deferrable interest subordinated debt that it intends to treat as Hybrid
Securities in connection with the calculations set forth on such Compliance
Certificate, the Borrower shall have delivered to the Administrative Agent
information sufficient to demonstrate that the terms of such trust preferred securities
or deferrable interest subordinated debt, as the case may be, meet the criteria
set forth in this definition.


“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):


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


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


(c)                                  Intentionally
Blank;


(d)                                 whether
or not so included as liabilities in accordance with GAAP, all obligations of
such Person to pay the deferred purchase price of property or services except
trade accounts payable arising in the ordinary course of business of such
Person, and indebtedness (excluding



 11
 









prepaid interest thereon)
secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


(e)                                  capital
leases;


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


(g)                                 for
the purposes of determining compliance with the applicable provisions of Sections
7.15 or 7.16, obligations of such Person under Swap Contracts, and
Guarantee Obligations of such Person in respect of Swap Contracts, but only to
the extent of Excess Swap Termination Value. 
For purposes of Section 7.15, Indebtedness of the Non-OLP
Subsidiaries shall be calculated quarterly and include the Non-OLP Subsidiaries’
Ratable Share of Excess Swap Termination Value as of the relevant quarter-end
date of determination, and for purposes of Section 7.16, Indebtedness of
the Operating Partnership and the Operating Partnership Subsidiaries shall be
calculated quarterly and include the Operating Partnership’s and the Operating
Partnership Subsidiaries’ Ratable Share of Excess Swap Termination Value as of
the relevant quarter-end date of determination.


For all purposes
hereof, the Indebtedness of any Person shall include, without duplication, the
Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person by its governing agreements and applicable law
except for customary exceptions acceptable to the Required 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.


“Indemnitees” has the meaning set forth in Section 10.05(a).


“Intercompany
Restrictions” has the meaning set forth in Section 7.03(a)(i).


“Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Loan and
other than a Daily Floating Eurodollar Rate Loan, the last day of each Interest
Period applicable to such Loan and the Maturity Date; 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; (b) as to any Base Rate
Loan, the last Business Day of each March, June, September and December and the
Maturity Date; and (c) as to any Daily Floating Eurodollar Rate Loan, the last
Business Day of each calendar month.


“Interest
Period” means, (a) with respect to any Fixed Period Eurodollar Rate Loan,
the period commencing on the date such Fixed Period Eurodollar Rate Loan is
disbursed or converted to or continued as a Fixed Period Eurodollar Rate Loan
and ending on the date one, two, three or six months thereafter, as selected by
the Borrower in its Loan Notice, or (b) with respect to any Daily Floating
Eurodollar Rate Loan, the period commencing on the date such Daily Floating
Eurodollar Rate Loan commences and ending one Business Day thereafter; provided
that:


(i)                                     any
Interest Period applicable to any Fixed Period Eurodollar Rate Loan that would otherwise
end on a day that is not a Business Day shall be extended to the next
succeeding



 12
 









Business Day unless such
Business Day falls in another calendar month, in which case such Interest
Period shall end on the immediately preceding Business Day;


(ii)                                  any
Interest Period applicable to any Daily Floating Eurodollar Rate Loan that
would otherwise end on a day that is not a Business Day shall be extended to
the next succeeding Business Day;


(iii)                               any
Interest Period applicable to any Fixed Period Eurodollar Rate Loan that begins
on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall, subject to the provisions of clause (i) above, end on the last
Business Day of the calendar month at the end of such Interest Period; and


(iv)                              no
Interest Period shall extend beyond the Maturity Date.


“IRS” means the United States Internal Revenue
Service.


“ISP” has
the meaning specified in Section 2.04(h).


“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.


“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 with respect to each Letter
of Credit issued, or in the case of each Existing Letter of Credit deemed
issued, hereunder, either Bank of America, Wachovia, or any other Lender that
has agreed to issue a Letter of Credit at the request of the Borrower and that
is reasonably acceptable to the Administrative Agent in its capacity as an
issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder; provided  however, that the commitment of each of Bank
of America and Wachovia to issue Letters of Credit hereunder shall be limited
to an aggregate maximum amount for all such Letters of Credit issued and
outstanding by Bank of America or Wachovia, as applicable, that is equal to the
lesser of (i) $750,000,000, and (ii) 50% of the Aggregate Commitments as
determined at the time of any proposed issuance of a Letter of Credit.  As used herein, the term “the L/C Issuer”
shall mean “each L/C Issuer” or “the applicable L/C Issuer,” as the context may
require.


“L/C Obligations” means, as at any date of
determination, the aggregate undrawn face amount of all outstanding Letters of
Credit plus to the extent unreimbursed, the aggregate of all Unreimbursed
Amounts, including, without duplication, all L/C Borrowings and L/C
Advances.  For purposes of computing the
undrawn face amount of any Letter of Credit, the face amount of such Letter of
Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on any
date



 13
 









of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Rule 3.14 of
the ISP (including any modification in respect of Rule 3.14 of the ISP),
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.


“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 each L/C
Issuer and the Swing Line Lender.


“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 and shall include the Existing Letters of Credit.  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
applicable L/C Issuer and on terms satisfactory to such 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 Revolving Termination 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 Aggregate Commitments and $1,500,000,000.  The Letter of Credit Sublimit is part of, and
not in addition to, the Aggregate 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 Article II of this Agreement, in the form of a Committed
Loan, a Swing Line Loan, or, if the Borrower elects its Term-Out option
pursuant to Section 2.17, a Term Loan, each of the foregoing types of
Loans being mutually exclusive of the other types of Loan.


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


“Loan Notice” means written or telephonic
notice of (a) a Borrowing of Committed Loans, (b) a conversion of Committed
Loans or Term Loans, as the case may be, from one Type to the other, or (c) a
continuation of Committed Loans or Term Loans, as the case may be, as the same
Type, pursuant to



 14
 









Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A-1
or if telephonic, shall be immediately followed by written notice in the form
of Exhibit A-1; 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 Project” means any capital
construction or expansion project of the Borrower or its Subsidiaries, the
aggregate capital cost or budgeted capital cost of which, in each case,
including capital costs expended prior to the acquisition of any such project
by the Borrower or its Subsidiaries, as the case may be, exceeds
$25,000,000.00.


“Material
Project EBITDA Adjustments” means, with respect to each Material Project


(A)                              prior
to the Commercial Operation Date of such Material Project (but including the
fiscal quarter in which such Commercial Operation Date occurs) a percentage
(based on the then-current completion percentage of such Material Project) of
an amount to be approved by the Administrative Agent as the projected
Consolidated EBITDA attributable to such Material Project for the first
12-month period following the scheduled Commercial Operation Date of such
Material Project (such amount to be determined based on customer contracts
relating to such Material Project (or negotiated settlements in place in
connection with such Material Project which the Borrower has demonstrated to
the reasonable satisfaction of the Administrative Agent have the same effect),
the creditworthiness of the other parties to such contracts, and projected
revenues from such contracts, capital costs and expenses, scheduled Commercial
Operation Date, oil and gas reserve and production estimates, commodity price
assumptions and other factors deemed appropriate by the Administrative Agent)
which may, at the Borrower’s option, be added to Consolidated EBITDA for the
fiscal quarter in which construction or expansion of such Material Project
commences and for each fiscal quarter thereafter until the Commercial Operation
Date of such Material Project (including the fiscal quarter in which such
Commercial Operation Date occurs, but without duplication of any actual
Consolidated EBITDA attributable to such Material Project following such
Commercial Operation Date); provided that if the actual Commercial Operation
Date does not occur by the scheduled Commercial Operation Date (as used in this
Agreement, references to “scheduled Commercial Operation Date” mean the
scheduled Commercial Operation Date as reflected in the request from the
Borrower to the Administrative Agent for approval of the applicable Material
Project EBITDA Adjustments), then the foregoing amount shall be reduced, for
quarters ending after the scheduled Commercial Operation Date to (but
excluding) the first full quarter after the actual Commercial Operation Date,
by the following percentage amounts depending on the period of delay (based on
the actual period of delay or then-estimated delay, whichever is longer): (i)
90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%,
(iii) longer than 180 days but not more than 270 days, 50%, (iv) longer than
270 days but not more than 365 days, 75%, and (v) longer than 365 days, 100%;
and


(B)                                beginning
with the first full fiscal quarter following the Commercial Operation Date of a
Material Project and for the two immediately succeeding fiscal quarters, an
amount to be approved by the Administrative Agent as the projected Consolidated
EBITDA attributable to such Material Project (determined in the same manner set
forth in clause (A) above) for the balance of the four full fiscal quarter period
following such Commercial Operation Date, which may, at the Borrower’s option,
be added to actual Consolidated EBITDA for such fiscal quarters.



 15















Notwithstanding the
foregoing:


(i)                                     no
such additions shall be allowed with respect to any Material Project unless:


(a)                                  at
least 20 days prior to the delivery of any Compliance Certificate (or such
shorter time period as may be agreed by the Administrative Agent) to the extent
Material Project EBITDA Adjustments will be made to Consolidated EBITDA in
determining compliance with Section 7.13, the Borrower shall have
delivered to the Administrative Agent a written request for Material Project
EBITDA Adjustments setting forth (i) the scheduled Commercial Operation Date
for such Material Project, (ii) information regarding such scheduled
Commercial Operation Date sufficient to demonstrate that such date meets the
criteria sets forth in the definition of Commercial Operation Date,
(iii) pro forma projections of Consolidated EBITDA attributable to such
Material Project, (iv) information, as applicable, regarding
(A) customer contracts relating to such Material Project (or negotiated
settlements in connection with such Material Project), (B) the
creditworthiness of the other parties to such contracts or settlements, as the
case may be, (C) projected revenues from such contracts or settlements, as
the case may be, (D) projected capital costs and expenses, (E) oil
and gas reserve and production estimates, and (F) commodity price
assumptions, and (v) such other information previously requested by the
Administrative Agent which it reasonably deemed necessary to approve such
Material Project EBITDA Adjustments, and


(b)                                 prior
to the date any Compliance Certificate is required to be delivered, the
Administrative Agent shall have approved (such approval not to be unreasonably
withheld) such projections and shall have received such other information and
documentation as the Administrative Agent may reasonably request, all in form
and substance reasonably satisfactory to the Administrative Agent, and


(ii)                                  the
aggregate amount of all Material Project EBITDA Adjustments during any period
shall be limited to 25% of the total actual Consolidated EBITDA for such period
(which total actual Consolidated EBITDA shall be determined without including
any Material Project EBITDA Adjustments or any adjustments for acquisitions
pursuant to clause (1) of the definition of Pro Forma EBITDA).


“Material Subsidiary” means 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, (b) contributed 10% or more of Consolidated Operating 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; provided, however, that if the



 16
 









Borrower exercises the Term-Out option pursuant to Section 2.17,
the “Maturity Date” shall mean the Term Loan Maturity Date.


“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.


“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 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.



 17
 









“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 (other than the Swing Line Lender) evidencing
Loans made by such Lender, substantially in the form of Exhibit B-1,
or a promissory note made by the Borrower in favor of the Swing Line Lender
evidencing Swing Line Loans made by the Swing Line Lender, substantially in the
form of Exhibit B-2, as the context may require.


“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 in Section 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.


“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
Committed Loans, Swing Line Loans and Term Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Committed Loans, Swing Line Loans and Term Loans,
as the case may be, 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 in Section 10.07(d).


“PBGC” means the Pension Benefit Guaranty
Corporation.



 18
 









“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.


“Platform” has the meaning specified in Section
6.02.


“Pro Forma EBITDA” means, at the time of any
determination thereof, without duplication, Consolidated EBITDA for the
preceding four quarters ending on such date (the “Subject Period”),
calculated on a pro forma basis (1) at the Borrower’s option, 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) at the Borrower’s option, making
Material Project EBITDA Adjustments.  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 to Section 6.02(b) for such Subject
Period and (y) the date that the Borrower is required to deliver such
Compliance Certificate pursuant to Section 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 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.


“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 on Schedule 2.01, as such share may be adjusted
as contemplated herein.


“Public Lender” has the meaning
specified in Section 6.02.


“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)



 19
 









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 F hereto.


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


(a)                                  for
the Non-OLP Subsidiaries, an amount equal to (i) the sum of (A) the net
aggregate Swap Termination Value of all Swap Contracts pursuant to which any
Non-OLP Subsidiary is obligated as a counterparty and (B) the net aggregate
Swap Termination Value of all Swap Contracts for which any Non-OLP Subsidiary
has a Guarantee Obligation, in each case without duplication of any such Swap Contracts
and Guarantee Obligations with respect thereto, divided  by the
sum of (A) the net aggregate Swap Termination Value of all Swap Contracts
pursuant to which any Subsidiary is obligated as a counterparty and (B) the net
aggregate Swap Termination Value of all Swap Contracts for which any Subsidiary
has a Guarantee Obligation, in each case without duplication of any such Swap
Contacts and Guarantee Obligations with respect thereto (the “Aggregate
Subsidiary Swap Obligations”), times (ii) the Excess Swap
Termination Value as of such date; and


(b)                                 for
the Operating Partnership and the Operating Partnership Subsidiaries, an amount
equal to (i) the sum of (A) the net aggregate Swap Termination Value of all
Swap Contracts pursuant to which any of the Operating Partnership or any
Operating Partnership Subsidiary is obligated as a counterparty and (B) the net
aggregate Swap Termination Value of all Swap Contracts for which any of the
Operating Partnership or any Operating Partnership Subsidiary has a Guarantee Obligation,
in each case without duplication of any such Swap Contracts and Guarantee
Obligations with respect thereto, divided  by the Aggregate
Subsidiary Swap Obligations (as defined in clause (a) above), times (ii)
the Excess Swap Termination Value as of such date.


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


“Register” has the meaning set forth in Section 10.07(c).


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such
Person and of such Person’s Affiliates.


“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 Committed Loans, a Loan
Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application,
and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.


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



 20
 









“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 in Section 6.14(i).


“Revolving
Termination Date” has the meaning set forth in Section 2.17.


“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” means April 4, 2012, or such later date to which the
tenor of Commitments may be extended in accordance with Section 2.15.


“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, N.A., 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 7 1/8%
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.  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



 21
 









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).


“Swing Line”
means the revolving credit facility made available by the Swing Line Lender
pursuant to Section 2.05.


“Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.05.


“Swing
Line Lender” means Bank of America in its capacity as provider of Swing
Line Loans, or any successor swing line lender hereunder.


“Swing
Line Loan” has the meaning specified in Section 2.05(a).


“Swing
Line Loan Notice” means a notice of (a) a Borrowing of Swing Line Loans, or
(b) a conversion of Swing Line Loans from one Type to the other, pursuant to Section
2.05(b), which, if in writing, shall be substantially in the form of Exhibit
A-2.


“Swing
Line Sublimit” means an amount equal to the lesser of (a) $150,000,000 and (b) the Aggregate
Commitments.  The Swing Line Sublimit is
part of, and not in addition to, the Aggregate Commitments. .


“Term
Loans” means the term loans made by the Lenders pursuant to Section 2.17.


“Term
Loan Maturity Date” means the date that is one year after the Scheduled
Maturity Date.


“Term-Out” has the meaning set forth in Section
2.17.


“Threshold Amount” means $25,000,000.


“Total
Capitalization” means, at any date, the total of (i) Consolidated Funded
Debt plus (ii) Consolidated Net Worth.


“Type” means,
(a) with respect to a Committed Loan or a Term Loan, as the case may be, its
character as a Base Rate Loan or a Fixed Period Eurodollar Rate Loan, and (b)
with respect to a Swing Line Loan, its character as a Base Rate Loan or a Daily
Floating Eurodollar Rate Loan.


“Unreimbursed Amount” has the meaning set
forth in Section 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 under



 22
 









Section 7.04
hereof, (iii) the creation, acquisition or formation of such Subsidiary
would not be permitted under the Mortgage Note Agreements or any other material
contract or agreement to which the Borrower is a party, or (iv) based on the
financial statements most recently delivered pursuant to Section 6.01 or the good faith determination
by the Borrower, such Subsidiary is a Material Subsidiary.  If an Unrestricted Subsidiary becomes a
Material Subsidiary, such Subsidiary shall no longer be deemed an Unrestricted
Subsidiary.


“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 (including for purposes of this
definition, such Lender’s risk participation in outstanding Swing Line 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.


“Wachovia”
means Wachovia Bank, National Association.


“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.


1.02                        Other
Interpretive Provisions.


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


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


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


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


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


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



 23
 









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


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


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


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


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.


1.06                        Letter of Credit Amounts.  Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided, however, that with respect to any Letter of Credit that, by its
terms or the terms of any related Letter of Credit Application or other
document related thereto which has been entered into by the Borrower and the LC
Issuer, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum
stated amount of and available under such Letter of Credit after giving effect
to each such increase, whether or not such maximum stated amount is in effect
at such time, other than as a result of the expiration of the applicable Letter
of Credit.


ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


2.01                        Committed
Loans.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each, a “Committed Loan”)
to the Borrower from time to time on any Business Day during the period from
the Closing Date to the Maturity Date, in an aggregate amount for all Loans not
to exceed at any time outstanding the amount of 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 Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata
Share of the Outstanding Amount of all Swing Line Loans, 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 this Section
2.01, prepay under Section 2.06,
and reborrow under this Section 2.01.  Committed Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.



 24
 









2.02                        Borrowings,
Conversions and Continuations of Committed Loans.


(a)                                  Each
Borrowing (other than an L/C Borrowing), each conversion of Committed Loans or
Term Loans, as the case may be, from one Type to the other, and each
continuation of Committed Loans or Term Loans, as the case may be, 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 such Borrowing of,
conversion to or continuation of any such Eurodollar Rate Loans or of any
conversion of any such Eurodollar Rate Loans to Base Rate Loans, and (ii) on
the requested date of any Borrowing of Committed Base Rate Loans.  Each Borrowing of, conversion to or
continuation of any such Eurodollar Rate Loans shall be in a principal amount
of $10,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Borrowing of or conversion to any such
Base Rate Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $500,000 in excess thereof. 
Each Loan Notice shall specify (i) whether the Borrower is requesting a
Borrowing, a conversion of Committed Loans or Term Loans, as the case may be,
from one Type to the other, or a continuation of Committed Loans or Term Loans,
as the case may be, as the same Type, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Committed Loans or Term Loans, as the case may
be, to be borrowed, converted or continued, (iv) the Type of Loans to be
borrowed or to which existing Committed Loans or Term Loans, as the case may
be, are to be converted, and (v) if applicable, the duration of the Interest
Period with respect thereto.  If the
Borrower fails to specify a Type of Committed Loan or Term Loan, as the case
may be, in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans or
Term Loans, as the case may be, 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 Committed 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 Committed Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than
1:00 p.m., New
York time, on the Business Day specified in the
applicable Loan Notice.  Upon
satisfaction of the applicable conditions set forth in Section 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.



 25
 









(d)                                 The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Fixed Period Eurodollar Rate Loan upon
determination of such interest rate.  The
determination of the Fixed Period Eurodollar Rate by the Administrative Agent
shall be conclusive in the absence of manifest error.  The Administrative Agent shall notify the
Borrower and the Lenders of any change in its referenced 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 Committed Loans or Term
Loans, as the case may be, from one Type to the other, and all continuations of
Committed Loans or Term Loans, as the case may be, as the same Type, there
shall not be more than 5 Interest Periods in effect with respect to Committed
Loans or Term Loans, as the case may be.


2.03                        Intentionally
Blank.


2.04                        Letters of
Credit.


(a)                                  The
Letter of Credit Commitment.


(i)                                     Subject
to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in
reliance upon the agreements of the other Lenders set forth in this Section 2.04, (1) from time to time on any
Business Day during the period from the Closing Date until the Letter of Credit
Expiration Date, to issue Letters of Credit for the account of the Borrower,
and to amend Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drafts under the Letters of Credit; and
(B) the Lenders severally agree to participate in Letters of Credit issued for
the account of the Borrower; provided
that no L/C Issuer shall be obligated to make any L/C Credit Extension with
respect to any Letter of Credit, and no Lender shall be obligated to
participate in, any Letter of Credit if as of the date of such L/C Credit
Extension, (x) the Outstanding Amount of all L/C Obligations and all Loans
would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the
Outstanding Amount of all Swing Line Loans, would exceed such Lender’s
Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed
the Letter of Credit Sublimit.  Within
the foregoing limits, and subject to the terms and conditions hereof, the
Borrower’s ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrower may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit that have expired or that have been drawn
upon and reimbursed.  All Existing
Letters of Credit shall be deemed to have been issued pursuant hereto, and from
and after the Closing Date shall be subject to and governed by the terms and
conditions hereof.


(ii)                                  No
L/C Issuer shall be under any obligation to issue any Letter of Credit if:


(A)                              any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed



 26
 









loss, cost or expense which was not applicable on the
Closing Date and which the L/C Issuer in good faith deems material to it;


(B)                                the
expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance, unless the Required Lenders have approved
such expiry date;


(C)                                the
expiry date of such requested Letter of Credit would occur (1) after the Letter
of Credit Expiration Date, unless all the Lenders have approved such expiry
date or (2) after any Scheduled Maturity Date applicable to any Declining
Lender, unless the amount of such Letter of Credit together with all other L/C
Obligations outstanding on the date of issuance of such Letter of Credit is
equal to or less than the aggregate Commitments of all Lenders who shall remain
party, and additional Persons who shall become Lenders party, to this Agreement
subsequent to the Scheduled Maturity Date that immediately precedes the expiry
date of such Letter of Credit;


(D)                               the
issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer;


(E)                                 such
Letter of Credit is in a face amount less than $100,000, in the case of a
commercial Letter of Credit, or $500,000,
in the case of any other type of Letter of Credit, or is to be denominated in a
currency other than Dollars; or


(F)                                 a
default of any Lender’s obligations to fund under Section 2.04(c) exists
or any Lender is at such time a Defaulting Lender hereunder, unless the L/C
Issuer has entered into satisfactory arrangements with the Borrower or such
Lender to eliminate the L/C Issuer’s risk with respect to such Lender.


(iii)                               No
L/C Issuer shall be under any obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms hereof, or (B) the beneficiary of
such Letter of Credit does not accept the proposed amendment to such Letter of
Credit.


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


(i)                                     Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the applicable L/C Issuer (with a copy to
the Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such L/C Application must be
received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m.,
New York time, at
least two Business Days (or such later date and time as the L/C Issuer may
agree in a particular instance in its sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be.  In the case of a request for an initial
issuance of a Letter of Credit, such Letter of Credit Application shall specify
in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (B) the
amount thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; (G) the
purpose and nature of the requested Letter of Credit; (H) if the Borrower
desires any modification in respect of Rule 3.14 of the ISP, a description
of such modification; and (I) such other matters as the L/C Issuer may
require.  In the case of a request for an
amendment of any outstanding Letter



 27
 









of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the L/C Issuer (A) the Letter of
Credit to be amended; (B) the proposed date of amendment thereof (which shall
be a Business Day); (C) the nature of the proposed amendment (including any
modification in respect of Rule 3.14 of the ISP, if so requested by the
Borrower); and (D) such other matters as the L/C Issuer may require.


(ii)                                  Promptly
after its receipt of a Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof.  Upon receipt
by the L/C Issuer of confirmation from the Administrative Agent that the
requested issuance or amendment is permitted in accordance with the terms
hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall,
on the requested date, issue a Letter of Credit for the account of the Borrower
or enter into the applicable amendment, as the case may be, in each case in
accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter
of Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a participation in such
Letter of Credit in an amount equal to the product of such Lender’s Pro Rata
Share times the amount of such Letter
of Credit.


(iii)                               Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.


(c)                                  Drawings
and Reimbursements; Funding of Participations.


(i)                                     Upon
any drawing under any Letter of Credit, the issuing L/C Issuer shall notify the
Borrower and the Administrative Agent thereof. 
If the L/C Issuer gives notice to the Borrower prior to 11:00 a.m., New York time, on
the date of any payment by the L/C Issuer under a Letter of Credit (each such
date, an “Honor Date”), the Borrower
shall reimburse the L/C Issuer through the Administrative Agent, on the Honor
Date, in an amount equal to the amount of such drawing;  and if such L/C Issuer shall give notice to
the Borrower at or after such time, the Borrower shall make such reimbursement by
11:00 a.m., New York time on the following Business Day.  If the Borrower fails to so reimburse the L/C
Issuer by the applicable time, the Administrative Agent shall promptly notify
each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and such Lender’s Pro
Rata Share thereof.  In such event, the
Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be
disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base
Rate Loans, but subject to the amount of the unutilized portion of the
Commitments and the conditions set forth in Section
4.02 (other than the delivery of a Loan Notice).  Any notice given by an L/C Issuer or the
Administrative Agent pursuant to this Section 2.04(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.


(ii)                                  Each
Lender (including the Lender acting as an L/C Issuer) shall upon receipt of any
notice pursuant to Section 2.04(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata
Share of the Unreimbursed Amount not later than 1:00 p.m., New York time, on
the Business Day specified in such notice by the Administrative Agent if such
notice is received by 12:00 noon



 28
 









on such day and otherwise by 1:00 p.m. on the next
Business Day, whereupon, subject to the provisions of Section 2.04(c)(iii), each Lender that
so makes funds available shall be deemed to have made a Base Rate Committed
Loan to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the L/C Issuer.


(iii)                               With
respect to any Unreimbursed Amount that is not fully paid by a Borrowing of
Base Rate Loans because the conditions set forth in Section
4.02 cannot be satisfied or for any other reason, the Borrower shall
be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount
of the Unreimbursed Amount that is not so paid, which L/C Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at
the Default Rate.  In such event, each
Lender’s payment to the Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.04(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.04.


(iv)                              Until
each Lender funds its Base Rate Loan pursuant to clause (ii),or L/C Advance
pursuant to clause (iii), of this Section 2.04(c)
to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Pro Rata Share of such amount shall be
solely for the account of the L/C Issuer.


(v)                                 Each
Lender’s obligation to make Base Rate Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.04(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, the Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default or Event of Default,
or (C) any other occurrence, event or condition, whether or not similar to any
of the foregoing.  Any such reimbursement
shall not relieve or otherwise impair the obligation of the Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
under any Letter of Credit, together with interest as provided herein.


(vi)                              If
any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.04(c)
by the time specified in Section 2.04(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C
Issuer in connection with the foregoing. 
If such Lender pays such amount (with interest and fees as aforesaid),
the amount so paid shall constitute such Lender’s Committed Loan included in
the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C
Borrowing, as the case may be.  A
certificate of the L/C Issuer submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error.


(d)                                 Repayment of L/C Advances.


(i)                                     At
any time after an L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s Base Rate Loan in accordance with Section 2.04(c)(ii) or its L/C Advance in
respect of such payment in accordance with Section
2.04(c)(iii),



 29















if the Administrative Agent receives for the account
of the L/C Issuer any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise, including proceeds of Cash Collateral
applied thereto by the Administrative Agent), or any payment of interest
thereon, the Administrative Agent will distribute to such Lender its Pro Rata
Share thereof in the same funds as those received by the Administrative Agent.


(ii)                                  If
any payment received by the Administrative Agent for the account of an L/C
Issuer pursuant to Section 2.04(c)(i)  is
required to be returned, each Lender shall pay to the Administrative Agent for
the account of the L/C Issuer its Pro Rata Share thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect and such payments shall
constitute L/C Advances hereunder with respect to such Lenders.


(e)                                  Obligations
Absolute.  The obligation of the
Borrower to reimburse an 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:


(i)                                     any
lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other agreement or instrument relating thereto;


(ii)                                  the
existence of any claim, counterclaim, set-off, defense or other right that the
Borrower may have at any time against any beneficiary or any transferee of such
Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Issuer or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;


(iii)                               any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;


(iv)                              any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by the L/C Issuer under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law; or


(v)                                 any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute
a defense available to, or a discharge of, the Borrower, except for the gross
negligence, willful misconduct or violation of Law by the L/C Issuer in
connection with its payment of a Letter of Credit.


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



 30
 









applicable L/C Issuer and such L/C Issuer will correct such
noncompliance in conformity with the Borrower’s instruction or as otherwise
agreed between the Borrower and such L/C Issuer, subject to the terms
hereof.  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, an 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) of Section 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 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; provided that 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 the Administrative Agent.


(h)                                 Applicability
of ISP 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



 31
 









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) (the “ISP”)
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 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.  For purposes of computing the “actual daily
maximum amount available to be drawn” under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.06.


(j)                                     Fronting Fee and Documentary and Processing Charges
Payable to L/C Issuer.  The
Borrower shall pay directly to each L/C Issuer for its own account a fronting
fee (i) with respect to each commercial Letter of Credit, at the rate specified
in the Arranger Fee Letter, computed on the amount of such Letter of Credit,
and payable upon the issuance thereof, (ii) with respect to any amendment of a
commercial Letter of Credit increasing the amount of such Letter of Credit, at
a rate separately agreed between the Borrower and the L/C Issuer, computed on
the amount of such increase, and payable upon the effectiveness of such
amendment, and (iii) with respect to each standby Letter of Credit issued at
the Borrower’s request,
as provided in the 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 each 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.


(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                        Swing Line Loans.


(a)                          The
Swing Line.  Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees, in reliance upon the
agreements of the other Lenders set forth in this Section 2.05, to make
loans (each such loan, a “Swing Line 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 not to
exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Pro Rata Share of the Outstanding Amount of Committed Loans and L/C Obligations
of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s
Commitment; provided, however, that after giving effect to any
Swing Line Loan, (i) the aggregate
Outstanding Amount shall not exceed the Aggregate Commitments, and (ii)
the aggregate Outstanding Amount of the Committed Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Commitment, and provided, further,
that the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. 
Within the



 32
 









foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.05, prepay under Section 2.06, and reborrow under
this Section 2.05.  The Borrower
will have the option to choose whether the Swing Line Loan is a (1) Base Rate
Loan, or a (2) Daily Floating Eurodollar Rate Loan.  Immediately upon the making of a Swing Line
Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Lender’s Pro Rata Share times the amount of such Swing Line Loan.


(b)                         Borrowing
Procedures; Conversion to Base
Rate.  Each Swing Line
Borrowing, and each conversion of Swing Line Borrowings from one Type to the other,
shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender
and the Administrative Agent, which may be given by telephone. Each such notice
must be received by the Swing Line Lender and the Administrative Agent not
later than 1:00 p.m. on the requested borrowing or conversion date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $100,000,
(ii) the requested borrowing or conversion date, which shall be a Business Day,
and (iii) whether the Loan is a Base Rate Loan or a Daily Floating Eurodollar
Rate Loan.  Each such telephonic notice
must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof.  Unless
the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 2:00
p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the first proviso to the first sentence of Section 2.05(a), or
(B) that one or more of the applicable conditions specified in Article IV
is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower at its office by crediting the account of the
Borrower on the books of the Swing Line Lender in immediately available funds.  Each Swing Line Loan accruing interest at the
Daily Floating Eurodollar Rate shall continue to accrue interest as a Daily
Floating Eurodollar Rate Loan at the end of each of its Interest Period unless
and until (i) the Borrower has given notice of conversion to a Base Rate
Loan in accordance with this Section 2.05(b), or (ii) such
Swingline Loan is refinanced pursuant to Section 2.05(c).


(c)                          Refinancing
of Swing Line Loans.


(i)                                     The
Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line
Lender to so request on its behalf), that each Lender make a Base Rate
Committed Loan in an amount equal to such Lender’s Pro Rata Share of the amount
of Swing Line Loans then outstanding. 
Such request shall be made in writing (which written request shall be
deemed to be a Committed Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.02, without regard to the minimum and
multiples specified therein for the principal amount of Base Rate Loans, but
subject to the unutilized portion of the Aggregate Commitments and the
conditions set forth in Section 4.02. 
The Swing Line Lender shall furnish the Borrower with a copy of the
applicable Committed Loan Notice promptly after delivering such notice to the
Administrative Agent.  Each Lender shall
make an amount equal to its Pro Rata Share of the amount specified in such
Committed Loan Notice available to the Administrative Agent in immediately
available funds for the account of the Swing Line Lender at the Administrative
Agent’s Office not later than 1:00 p.m. on the day specified in such Committed
Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Lender that
so makes funds available shall be



 33
 









deemed to have made a Base Rate Committed Loan to the
Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the Swing Line
Lender.


(ii)                                  If
for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in
accordance with Section 2.05(c)(i), the request for Base Rate Committed
Loans submitted by the Swing Line Lender as set forth herein shall be deemed to
be a request by the Swing Line Lender that each of the Lenders fund its risk
participation in the relevant Swing Line Loan and each Lender’s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to Section
2.05(c)(i) shall be deemed payment in respect of such participation.


(iii)                               If
any Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.05(c) by the time
specified in Section2.05(c)(i), the Swing Line Lender shall be entitled
to recover from such Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to the Swing Line Lender at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by the Swing Line Lender in accordance
with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swing Line Lender in
connection with the foregoing.  If such
Lender pays such amount (with interest and fees as aforesaid), the amount so
paid shall constitute such Lender’s Committed Loan included in the relevant
Borrowing or funded participation in the relevant Swing Line Loan, as the case
may be.  A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent manifest
error.


(iv)                              Each
Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.05(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however,
that each Lender’s obligation to make Committed Loans pursuant to this Section
2.05(c) is subject to the conditions set forth in Section 4.02.  No such funding of risk participations shall
relieve or otherwise impair the obligation of the Borrower to repay Swing Line
Loans, together with interest as provided herein.


(d)                         Repayment
of Participations.


(i)                                     At
any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of
such Swing Line Loan, the Swing Line Lender will distribute to such Lender its
Pro Rata Share thereof in the same funds as those received by the Swing Line
Lender.


(ii)                                  If
any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Lender shall pay to the Swing Line Lender its Pro Rata
Share thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate. 
The Administrative Agent will make such demand upon the request of the
Swing



 34
 









Line Lender. 
The obligations of the Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.


(e)                          Interest
for Account of Swing Line Lender. 
The Swing Line Lender shall be responsible for invoicing the Borrower
for interest on the Swing Line Loans. 
Until each Lender funds its Base Rate Committed Loan or risk participation
pursuant to this Section 2.05 to refinance such Lender’s Pro Rata Share
of any Swing Line Loan, interest in respect of such Pro Rata Share shall be
solely for the account of the Swing Line Lender.


(f)                            Payments
Directly to Swing Line Lender.  The
Borrower shall make all payments of principal and interest in respect of the
Swing Line Loans directly to the Swing Line Lender.


2.06                        Prepayments.


(a)                                  The
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time voluntarily prepay Committed Loans or Term Loans, as the case may be,
in whole or in part without premium or penalty; provided
that (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 Fixed Period
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof.  Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid.  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 Fixed Period Eurodollar
Rate Loans shall be accompanied by all accrued interest thereon, together with
any additional amounts required pursuant to Section
3.05.  Each such prepayment
shall be applied to the Committed Loans or Term Loans, as the case may be, of
the Lenders in accordance with their respective Pro Rata Shares.


(b)                                 The
Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty (other than
amounts required pursuant to Section 3.05);
provided that (i) such notice must be received by the Swing Line Lender
and the Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount
of $100,000.  Each such notice shall
specify the date and amount 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.


(c)                                  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 Aggregate Commitments, or permanently reduce the Aggregate
Commitments to an amount not less than the then Outstanding Amount of all Loans
and L/C Obligations; provided that (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



 35
 









the Aggregate
Commitments.  Once reduced in accordance
with this Section, the Aggregate Commitments may not be increased.  Any reduction of the Aggregate 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 Aggregate
Commitments shall be paid on the effective date of such termination.


2.08                        Repayment
of Loans.


(a)                                  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.


(b)                                 The
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the
date ten Business Days after such Loan is made and (ii) the Maturity Date.


2.09                        Interest.


(a)                                  Subject
to the provisions of subsection (b) below, (i) each Fixed Period Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Fixed Period Eurodollar
Rate for such Interest Period plus the
Applicable Rate; (ii) each Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate; and
(iii) each Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
(1) the Base Rate plus the Applicable
Rate, or (2) the Daily Floating Eurodollar Rate plus the Applicable
Rate.


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


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


2.10                        Fees.


In addition to
certain fees described in subsections (i) and (j) of Section
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; provided that if the Borrower has exercised its
option to Term-Out pursuant to Section 2.17, then after the Revolving
Termination Date the facility fee shall be equal the Applicable Rate times the
principal balance of the Term Loans from time to time outstanding.  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



 36
 









separately for each
period during such quarter that such Applicable Rate was in effect.  The facility fee shall accrue at all times,
including at any time during which one or more of the conditions in Article IV is 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 exceeds 50% of the Aggregate
Commitments; provided that if the Borrower has exercised its option to
Term-Out pursuant to Section 2.17, then after the Revolving Termination
Date the utilization fee shall be equal the Applicable Rate multiplied by the
actual daily aggregate outstanding principal balance of the Term Loans for each
day that such outstanding amount exceeds 50% of the Aggregate Commitments in
effect on the Revolving Termination Date. 
The utilization fee shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the Closing Date, and on the Maturity
Date.  The utilization fee shall be
calculated quarterly in arrears.  The
utilization fee shall accrue at all times, including at any time during which
one or more of the conditions in Article IV is not met.


(c)                                  Other
Fees.  The Borrower shall pay (i) a
fee to each Arranger for its own account, in the amounts and at the times
specified in the letter agreement, dated March 14, 2007 (the “Arranger
Fee Letter”) among the Borrower, Bank of America, Wachovia, and the
Arrangers, and (ii) 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 March 14, 2007 (the “Agent Fee Letter”), between the Borrower,
Bank of America Securities LLC 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, provided that 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 (i) each Lender (other than, for the avoidance
of doubt, the Swing Line 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 and (ii) the Swing Line Lender shall be
evidenced by one or more accounts or records maintained by the Swing Line
Lender and by the Administrative Agent in the ordinary course.  The accounts or records maintained by the
Administrative Agent, each such Lender and the Swing Line Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by
such Lenders and the Swing Line Lender to the Borrower and the interest and
payments thereon.  Any failure so to
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect
to the Loans and L/C Obligations.  In the
event of any conflict between the accounts and records maintained by any such
Lender or the Swing Line Lender, as the case may be, 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 such Lender or the Swing Line Lender, as the
case may be, made through the Administrative Agent, such Lender’s Loans or the
Swing Line Lender’s Loans, as the case may be, may



 37
 









be evidenced by a Note,
in addition to such accounts or records. 
Each such Lender and the Swing Line Lender may attach schedules to its
Note 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 Section 2.12(a),
each Lender, the Swing Line Lender and the Administrative Agent shall maintain
in accordance with its usual practice accounts or records evidencing the
purchases and sales by such Lender and the Swing Line Lender, as the case may
be, of participations in Letters of Credit and Swing Line Loans, as applicable.
In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any such Lender or the
Swing Line Lender, as the case may be, 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)                                 (i)                                     Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Fixed Period Eurodollar Rate Loans (or, in
the case of any Borrowing of Base Rate Committed Loans, prior to 12:00 noon on
the date of such Borrowing) that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.02 (or, in the case of a Borrowing of Base
Rate Loans, that such Lender has made such share available in accordance with
and at the time required by Section 2.02) and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  If any Lender failed to make such payment,
such Lender shall forthwith on demand pay to the Administrative Agent the
amount thereof in immediately available funds, together with interest thereon
for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by
the Administrative Agent (the “Compensation Period”) at a rate per annum
equal to the



 38
 









greater of (A) the
Federal Funds Rate from time to time in effect and (B) a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar fees
customarily charged by the Administrative Agent in connection with the
foregoing.  If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender’s Committed Loan included in the applicable Borrowing.  If such Lender does not pay such amount
forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent may make a demand therefor upon the Borrower, and the Borrower shall pay
(subject to its recoupment rights from and remedies against such defaulting
Lender of any breakage costs paid by the Borrower when repaying such amount)
such amount to the Administrative Agent, together with interest thereon for the
Compensation Period at a rate per annum equal to the rate of interest
applicable to the applicable Borrowing. 
Nothing herein shall be deemed to relieve any Lender from its obligation
to fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Borrower may have against any Lender as a result of any default by
such Lender hereunder.  If the Borrower
and such Lender shall pay such interest to the Administrative Agent for the
same or an overlapping period, the Administrative Agent shall promptly remit to
the Borrower the amount of such interest paid by the Borrower for such period.


(ii)                                  Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the
account of the Lenders or the L/C Issuer hereunder that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the L/C Issuer, as the case may
be, the amount due.  In such event, if
the Borrower has not in fact made such payment, then each of the Lenders or the
L/C Issuer, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, in immediately available funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.


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 in Article
IV are 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 Committed Loans, to fund
participations in Letters of Credit and Swing Line Loans and to make payments
pursuant to Section 10.05(b) are several and not joint.  The failure of any Lender to make any
Committed Loan, to fund any such participation or to make any payment under Section
10.05(b) 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 Committed Loan,
to purchase its participation or to make its payment under Section 10.05(b).


(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.



 39
 









2.14                        Sharing
of Payments.  If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Committed Loans or
Term Loans, as the case may be, made by it, or the participations in L/C
Obligations or Swing Line Loans 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 Committed
Loans or Term Loans, as the case may be, made by them and/or such
subparticipations in the participations in L/C Obligations and Swing Line Loans
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 Committed Loan
or Term Loans, as the case may be, 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 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 to Section 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 Scheduled 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 Scheduled 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 to Section 10.16.


(b)                                 The
Scheduled 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 to Section 10.16.  If so extended, the Scheduled Maturity Date,
as to the Consenting Lenders and each Lender replacing a Declining Lender
pursuant to Section 10.16, shall be extended to the same date
in the following year (the “Extension Effective Date”)
but the pre-existing Scheduled 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



 40
 









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 V are 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 amended  Schedule 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 Scheduled 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 to Section 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 to Section 3.05)
to the extent necessary to keep outstanding Loans ratable with the Pro Rata
Shares of all the Lenders.


2.16                        Increase in Commitments.


(a)                                  Request
for Increase.  Provided there exists
no Default or Event of Default, upon (1) notice to the Administrative Agent
(which shall promptly notify the Lenders), and (2) contemporaneous notice (with
copy thereof to the Administrative Agent) to Persons not then Lenders (each
such Person, a “Proposed Lender”), the Borrower shall have the right to
effectuate from time to time and at any time, in accordance with the terms
hereof, an increase in the aggregate amount of the then Commitments provided
that (i) the aggregate Commitments as so increased may not exceed $1,500,000,000,
and (ii) any such request for an increase shall be in a minimum amount of
$10,000,000, and in multiples of $5,000,000 in excess thereof.  At the time of sending such notices, the
Borrower (in consultation with the Administrative Agent) shall specify the time
period within which each Lender and Proposed Lender is requested to respond
(which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Lenders).


(b)                                 Lender
Elections to Increase.  Each Lender
shall notify the Administrative Agent and the Borrower within such time period
whether or not it agrees to increase its Commitment and, if so, whether by an
amount equal to, greater than, or less than its Pro Rata Share (as it existed
immediately prior to such requested increase) of such requested increase.  Each Proposed Lender shall notify the
Administrative Agent and the Borrower within such time period whether or not it
agrees to participate in such increased amount of the aggregate Commitments,
and at what amount it proposes to participate in such increased amount.  Unless otherwise agreed by the Borrower, any
Lender or Proposed Lender not responding within such time period shall be
deemed to have declined to increase its Commitment, or participate in the
increase in the aggregate amount of the Commitments, as the case may be.


(c)                                  Notification
by Administrative Agent.  The
Administrative Agent shall notify the Borrower and each Lender and Proposed
Lender of the Lenders’ and Proposed Lenders’ responses to each request made
hereunder.


(d)                                 Effective
Date and Allocations.  If the
aggregate amount of Commitments are increased in accordance with this Section,
the Administrative Agent and the Borrower shall determine the respective
effective date thereof (the “Increase Effective Date”) and the final
allocation of such increase.  The
Administrative Agent shall promptly notify the Lenders and the Proposed Lenders
of such final allocation of such increase and such Increase Effective Date.



 41
 









(e)                                  Conditions
to Effectiveness of Increase.  As
conditions precedent to each increase, (1) the Borrower shall deliver to the
Administrative Agent a certificate of a Responsible Officer dated as of the
applicable Increase Effective Date (i) certifying and attaching the resolutions
adopted by the Borrower authorizing such increase, and (ii) certifying that,
before and after giving effect to such increase, (A) the representations and
warranties of the Borrower contained in Article V of the Credit
Agreement and the other Loan Documents are true and correct on and as of such
applicable Increase Effective Date, except to the extent that such
representations and warranties specifically refer to a different date, in which
case they are true and correct as of such earlier date, and (B) no Default or Event
of Default exists, and (2) each Proposed Lender that is becoming a Lender shall
(A) be subject to the approval of the Administrative Agent and the L/C
Issuer, which approvals shall not be unreasonably withheld or delayed, and
(B) execute and deliver a joinder agreement in form and substance
reasonably satisfactory to the Administrative Agent, the L/C Issuer and the
Borrower.  The Borrower shall prepay any
Loans outstanding on such applicable Increase Effective Date (and pay any
additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Loans ratable with the Pro Rata Shares
arising from any nonratable increase in the Commitments under this Section and
in effect after giving effect thereto.


(f)                                    Conflicting
Provisions.  This Section shall
supersede any provisions in Sections 2.14 or 10.01 to the
contrary.


2.17                        Term-Out Option.


(a)                                  Provided no Default or Event of Default has
occurred and is continuing, the Borrower may, upon prior written notice to the
Administrative Agent sent not earlier than 60 days prior to, nor later than 10
days prior to, the Scheduled Maturity Date, elect to have the principal balance
of the Loans outstanding on the Scheduled Maturity Date (the “Revolving
Termination Date”) continued to the Term Loan Maturity Date as
non-revolving Term Loans (the “Term-Out”).  As a condition precedent to the Term-Out, no
Letters of Credit shall remain outstanding, and the Borrower shall deliver to
the Administrative Agent a certificate of the Borrower dated as of the
Revolving Termination Date signed by a Responsible Officer of the Borrower
(i) certifying and attaching the resolutions adopted by the Borrower
approving or consenting to such Term-Out, and (ii) certifying that as of
the Revolving Termination Date, (A) the representations and warranties
contained in Article V and the other Loan Documents are true and correct
in all material respects on and as of the Revolving Termination Date, except to
the extent that such representations and warranties specifically refer to a
different date, in which case they are true and correct as of such date, and
(B) no Default or Event of Default exists.


(b)                                 From and after the Revolving Termination
Date, the Borrower may repay, without premium or penalty (subject to payment of
amounts due, if any, pursuant to Section 3.05), but not reborrow, the
outstanding Term Loans.


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



 42
 









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 under Section 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 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,



 43
 









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 which Section 3.01
shall 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) 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.



 44
 









(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, 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, provided the
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 to Section 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 3.04 shall 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:


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


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


(c)                                  any
assignment of a Fixed Period Eurodollar Rate Loan on a day other than the last
day of the Interest Period as a result of a request by the Borrower pursuant to
Section 10.16;



 45
 









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 this Section 3.05, each Lender shall be
deemed to have funded each Fixed Period Eurodollar Rate Loan made by it at the
Fixed Period 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 Fixed Period 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 this Article III and 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 III shall 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 under Section
3.01 or 3.04, the Borrower may remove or replace such Lender
in accordance with Section 10.16.


3.07                        Survival.  All of
the Borrower’s obligations under this Article III
shall 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)                                  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:


(i)                                     executed
counterparts of this Agreement, sufficient in number for distribution to the
Administrative Agent, each Lender and the Borrower;


(ii)                                  a
Note executed by the Borrower in favor of each Lender requesting a Note, each
in a principal amount equal to such Lender’s Commitment;


(iii)                               the
Audited Financial Statements;


(iv)                              such
certificates of resolutions or other action, incumbency certificates and/or other
certificates of a Responsible Officer as the Administrative Agent may require
to establish the identities of and verify the authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in
connection with this Agreement and the other Loan Documents to which the
Borrower is a party;



 46
 









(v)                                 such
evidence as the Administrative Agent may reasonably require to verify that the
Borrower is duly organized or formed, validly existing, in good standing and
qualified to engage in business in each jurisdiction in which it is required to
be qualified to engage in business, including a certified copy of the Borrower’s
Organization Documents, certificates of good standing and/or qualification to
engage in business and tax clearance certificates;


(vi)                              a
certificate signed by a Responsible Officer certifying (A) that the conditions
specified in Sections 4.02(a) and 4.02(b)
have been satisfied, (B) that there has been no event or circumstance since the
date of the Audited Financial Statements which has or could be reasonably
expected to have a Material Adverse Effect, (C) the current Debt Ratings and
(D) the properties of the Borrower and its Material 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 and its Subsidiaries operate;


(vii)                           an
opinion of counsel to the Borrower substantially
in the form of Exhibit E; and


(viii)                        such other
assurances, certificates, documents, consents or opinions as the Administrative
Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably
may require.


(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 (i) a Loan Notice requesting
only a conversion of Committed Loans or Term Loans, as the case may be, to the
other Type, or a continuation of Eurodollar Rate Loans as the same Type or (ii)
a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to
the other Type or continuation thereof as the same Type)
is subject to the following conditions precedent:


(a)                                  The
representations and warranties of the Borrower contained in Article 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, and except that for purposes of this Section 4.02, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01.


(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 or the Swing Line
Lender shall have received a Request for Credit Extension in accordance with
the requirements hereof.



 47















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.


ARTICLE V.

REPRESENTATIONS AND WARRANTIES


The Borrower represents and warrants as set forth
below:


5.01                        Existence,
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 in Schedule 5.13 hereto.


(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 in Schedule 5.13
hereto.


(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.



 48
 









5.02                        Authorization;
No Contravention.  The execution, delivery and
performance by the Borrower of each Loan Document has been duly authorized by
all necessary corporate or other organizational action, and does not and will
not (a) violate the terms of any of the Borrower’s Organization Documents,
(b) result in any breach of, constitute a default under, or require,
pursuant to the express provisions thereof, the creation of any consensual Lien
on the properties of the Borrower under, any Contractual Obligation to which
the Borrower is a party or any order, injunction, writ or decree of any
Governmental Authority to which the Borrower or its property is subject, or
(c) violate any Law, in each case with respect to the preceding
clauses (a) through (c), which would reasonably be expected to have a
Material Adverse Effect.


5.03                        Governmental
Authorization.  No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is required to be obtained or made by the Borrower by
any material statutory law or regulation applicable to it as a condition to the
execution, delivery or performance by, or enforcement against, the Borrower of
any Loan Document.


5.04                        Binding Effect.


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


5.05                        Financial
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
following representation and warranty shall be applicable at the time the
Borrower delivers the financial statements required by Section 6.01(b)
for the quarter ending March 31, 2007:  The
unaudited consolidated financial statements of the Borrower and its
Subsidiaries and Unrestricted Subsidiaries dated March 31, 2007, 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.



 49
 









5.06                        Litigation.  Except as specifically disclosed in Schedule
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.


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


5.08                        Ownership
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 by Section 7.01.


5.09                        Environmental
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 in Schedule
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.


5.10                        Insurance.  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.


5.11                        Taxes.  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



 50
 









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.


5.12                        ERISA
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.


5.13                        Subsidiaries.


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 5.13 and own no equity
interests in any other Person other than those specifically disclosed in
Part(b) of Schedule 5.13.


5.14                        Margin
Regulations; Investment 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 is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.


5.15                        Disclosure.  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 in Sections 6.01,
6.02, and 6.03) cause each Subsidiary to:


6.01                        Financial
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



 51
 









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 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.


6.02                        Certificates;
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 in Section 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 any physical delivery of the financial statements referred to in Sections 6.01(a)
and (b), or within 5 Business Days following any such financial
statements that have been furnished hereunder pursuant to electronic filing
permitted pursuant to this Section 6.02 (but in any event, no later than
the deadlines for delivery of financial statements set forth in Sections 6.01(a)
and 6.01(b), as the case may be), 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 this Section 6.02(c), as permitted
by recognized principles of privilege or as otherwise determined in good faith
by the Borrower, and (ii) provided  that documents required to be
delivered pursuant to this Section 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.



 52
 









Documents
required to be delivered pursuant to Section 6.01(a) or 6.01(b)
or Section 6.02(c) (to the extent any such documents are included in
materials otherwise filed with the Securities and Exchange Commission) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto, on the Borrower’s website on the Internet at the
website address listed on Schedule 10.02, and, in either case, notifies
the Administrative Agent by email of such posting or link; or (ii) on which
such documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent), whichever date shall first occur.  Notwithstanding anything contained herein, in
every instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to the Administrative
Agent.  Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.


The
Borrower hereby acknowledges that (a) the Administrative Agent will make
available to the Lenders and the L/C Issuer materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “Platform”) and (b) certain of the
Lenders may be “public-side” Lenders (i.e., Lenders
that do not wish to receive material non-public information with respect to the
Borrower or its securities) (each, a “Public Lender”).  The Borrower hereby agrees that so long as
the Borrower is the issuer of any outstanding debt or equity securities that
are registered or issued pursuant to a private offering or is actively
contemplating issuing any such securities (w) all Borrower Materials that are
to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” on the first page thereof; (x) by so marking Borrower Materials
“PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as not
containing any material non-public information with respect to the Borrower or
its securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 10.08);
(y) all such Borrower Materials so marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Investor;” and
(z) the Administrative Agent shall be entitled to treat any such Borrower
Materials that are not so marked “PUBLIC” as being suitable only for posting on
a portion of the Platform not designated “Public Investor” and thus unavailable
to a Public Lender.  Notwithstanding the
foregoing, the Borrower shall be under no obligation to mark any Borrower
Materials “PUBLIC.”


6.03                        Notices.


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;



 53
 









(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;


(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.


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 to
Section 6.03(a) shall describe with particularity any and all provisions
of this Agreement or other Loan Document that have been breached.


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


6.05                        Preservation
of Existence, Etc.  Except in a transaction permitted by Section 7.04
or pursuant to statutory conversions to another form of entity as permitted by
applicable Law, preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization; and except where it will not have a Material Adverse Effect, take
all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business and
preserve or renew all of its registered patents, trademarks, trade names and
service marks.


6.06                        Maintenance
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.


6.07                        Maintenance
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.


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



 54
 









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


6.10                        Inspection
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
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.


6.11                        Intentionally
Blank.


6.12                        Use
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 with Section 7.13, 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.


6.13                        Intentionally
Blank.


6.14                        Incorporation
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 Section 7.13 (“Financial
Restrictions”), then


(i)                                     promptly,
and in any event within 30 days, following the creation, incurrence,
assumption or permitting to exist such Indebtedness, the Borrower shall provide
to the Administrative Agent and the Lenders notice of any such Financial
Restrictions and copies of all agreements governing such Indebtedness that
contain such Financial Restrictions (“Restrictive Agreements”), and


(ii)                                  effective
as of the date of the creation, incurrence, assumption or permitting to exist
such Indebtedness, such Financial Restrictions (including any associated cure
and notice periods provided therefore, and definitions and interpretive
provisions from such Restrictive Agreements used in relation thereto), to the
extent not inconsistent or in conflict with any express term hereof or any
other Loan Document without regard to any such Financial Restriction, shall be
deemed to have been incorporated herein by reference automatically without
further action or notice on the part of any Person and shall be deemed a part
of this Agreement for all purposes, including that Schedule 2 to the Compliance
Certificate shall be deemed amended to include such



 55
 









Financial Restrictions; provided that in the
event that the Restrictive Agreements are amended, terminated or otherwise
modified in accordance with their terms to amend, suspend, terminate or
otherwise modify such Financial Restrictions (including any associated cure and
notice periods provided therefore, and definitions and interpretive provisions
from such Restrictive Agreements used in relation thereto), then for purposes
hereof and each other Loan Document such incorporated Financial Restrictions
(including any associated cure and notice periods provided therefore, and
definitions and interpretive provisions from such Restrictive Agreements used
in relation thereto), to the extent not inconsistent or in conflict with any
express term hereof or any other Loan Document without regard to any such
Financial Restriction, shall be deemed automatically amended or otherwise
modified to reflect such amendments or other modifications effective as the
effective date of such amendments or other modifications, and, without altering
the effective date of such amendments or other modifications, the Borrower
shall promptly, and in any event within 30 Business Days following the date of
such amendments or other modifications, provide copies of such amendments or
other modifications to the Administrative Agent.


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:


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


(a)                                  Liens
pursuant to any Loan Document;


(b)                                 Liens
existing on the date hereof and listed on Schedule 7.01 and any renewals
or extensions thereof, provided that the property covered thereby is not
increased and any renewal or extension of the obligations secured or benefited
thereby is permitted by Section 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 this Section 7.01), performance bonds
and other obligations of a like nature incurred in the ordinary course of
business;



 56
 









(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  that the amount of such obligations shall not
exceed at any time an aggregate amount equal to one percent (1%) of Net
Tangible Assets;


(k)                                  Liens
on (A) property or shares of equity interests of a Person that becomes a
Subsidiary after the Closing Date, or (B) Acquired Assets acquired by the
Borrower or a Subsidiary after the Closing Date, including any acquisition by
means of merger or consolidation with or into the Borrower or a Subsidiary which
is permitted by Section 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 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 to Section 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 securing Indebtedness, provided that in no event will the
aggregate amount of Indebtedness secured by such other Liens exceed at any time
an amount equal to 1% of Net Tangible Assets.


7.02                        Investments. 
Purchase or otherwise acquire the capital stock or other equity of any
other Person if such purchase or other acquisition violates the Borrower’s
partnership agreement and after giving effect thereto, the Borrower is not in
compliance with Section 7.09.


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


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


(i)                                     Indebtedness
if


(A)                              after
giving effect thereto, (y) no Event of Default shall have occurred and be
continuing and (z) the Borrower shall be in compliance with Section 7.13,
and


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



 57
 









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


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


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


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


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


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


(b)                                 applicable
Laws,


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


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


(e)                                  provisions
contained in documents creating Liens permitted by Section 7.01 which
restrict the ability of the Borrower or a Subsidiary to transfer the assets
that are subject to such Liens,


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


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


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


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


are collectively referred to as “Intercompany
Restrictions”);



 58
 









(ii)                                  Indebtedness
of the Borrower on the Closing Date and described in Schedule 7.03;


(iii)                               Qualifying
Subordinated Indebtedness;


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


(v)                                 Indebtedness
secured by Liens that are permitted to be created, incurred, assumed or
suffered to exist pursuant to Section 7.01(m); and


(vi)                              the
Refinancing, in whole or part, of Indebtedness incurred in compliance with the
foregoing clauses of this Section 7.03(a), provided  that,
no such Indebtedness is increased at the time of any such Refinancing, other
than by the additional amount of premium, if any, and accrued interest on such
Indebtedness and reasonable expenses incurred in connection therewith,


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


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


(i)                                     Indebtedness
of the Non-OLP Subsidiaries on the Closing Date and described in Schedule
7.03;


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


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


(iv)                              Refinancing
of Indebtedness incurred pursuant to clause (i), (ii) or (iii)
of this Section 7.03(b), provided  that no such Indebtedness
is increased at the time of any such Refinancing, other than by the additional
amount of premium, if any, and accrued interest on such Indebtedness and
reasonable expenses incurred in connection therewith; and


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


provided
that no governing agreement with respect to any Indebtedness otherwise
permitted by this Section 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:



 59
 









(i)                                     Indebtedness
of the Operating Partnership and the Operating Partnership Subsidiaries on the
Closing Date and described in Schedule 7.03;


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


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


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


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


For purposes of
determining compliance with this Section 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.


7.04                        Mergers;
Sale of Assets.  Merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction
or in a series of related transactions) all (or substantially all) of its
assets, or all or substantially all of the stock of or other equity interest in
any of its Subsidiaries (in each case, whether now owned or hereafter
acquired), unless:  (i) at the time
thereof and immediately after giving effect thereto no Default or Event of
Default shall have occurred and be continuing, and (ii) if the Borrower is
involved in any such transaction, it is the surviving or resultant entity or
the recipient of any such sale, transfer, lease or other disposition of assets,
and if a Subsidiary is involved in any such transaction, such Subsidiary is the
surviving or resultant entity or the recipient of any such sale, transfer,
lease or other disposition of assets; provided, however,
that in no event shall any such merger, consolidation, sale, transfer, lease or
other disposition whether or not otherwise permitted by this Section 7.04
have the effect of releasing the Borrower from any of its obligations and
liabilities under this Agreement.


7.05                        Intentionally
Blank.


7.06                        Intentionally
Blank.


7.07                        Distributions. 
During the existence of a Default which would become an Event of Default
under clause (a), (f), or (g) of Section 8.01 or a Default under Section
8.01(b) or 8.01(c) as a result of a breach of Section 7.13 or
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; provided
that if the Borrower has declared a Distribution when no Default which would
become an Event of Default under clause (a), (f), or (g) of Section 8.01
or a Default under Section 8.01(b) or 8.01(c) as a result of a
breach of Section 7.13 or 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



 60
 









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.


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


7.09                        Change
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.


7.10                        Transactions
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 Qualifying
Subordinated Indebtedness unless after giving effect to such purchase or
payment, the Borrower is in compliance with Section 7.13 and 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 this Section
7.10 shall not limit the Delegate’s authority to act or take actions on behalf
of the General Partner.


7.11                        Burdensome
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.


7.12                        Use
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.


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



 61
 









Qualifying
Subordinated Indebtedness proceeds, or a combination of both, at or prior to
the end date of such applicable four-quarter period, the Borrower would have
been in compliance with this Section 7.13 for such four-quarter period
and, if the Borrower obtains such equity or such Qualifying Subordinated
Indebtedness proceeds, or any combination thereof, during such cure period, but
in no event shall such period end later than 60 days following the end of the
corresponding ending four-quarter period, then it will be deemed to be in
compliance with this Section 7.13 as of the end of such four quarter
period.


7.14                        [Intentionally
Omitted].


7.15                        Indebtedness of Non-OLP Subsidiaries.  As of the end of each
fiscal quarter, the aggregate amount of Indebtedness of the Non-OLP
Subsidiaries (other than Non-OLP Inter-Company Indebtedness) shall not exceed
an amount (the “Non-OLP Indebtedness Limitation”) equal to .5 times
Non-OLP Pro Forma EBITDA for the four quarters then ended; provided, that
to the extent that such Indebtedness of the Non-OLP Subsidiaries does exceed
the Non-OLP Indebtedness Limitation (the amount of such excess being referred
to this Section 7.15 as “excess Indebtedness”) at quarter-end, the
Non-OLP Subsidiaries may cure such excess Indebtedness by satisfying the
following clause (i) or clause (ii), or any combination of such clauses, within
30 days following the later of the date a Responsible Officer has knowledge of
such non-compliance and 30 days following the end of such quarter (but in no
event shall the cure period extend beyond the date that is 60 days after the
end of such quarter) (i) by receiving an infusion of cash or cash equivalents
in an amount that (when added to all other cash and cash equivalents then being
held by Non-OLP Subsidiaries pursuant to this Section 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 this Section 7.15 at the end of the next
quarter, or (ii) by reducing the aggregate outstanding amount of Indebtedness of
the Non-OLP Subsidiaries by an amount equal to such excess Indebtedness less
the amount of cash or cash equivalents infused for such quarter-end pursuant to
the preceding clause (i), if any.  If the
Non-OLP Subsidiaries so timely cure such excess Indebtedness by making such
infusion or reduction, or both as applicable, the Non-OLP Subsidiaries shall be
deemed to be in compliance with this Section 7.15 as of such quarter-end
date.


7.16                        Indebtedness of the Operating Partnership and
the Operating Partnership Subsidiaries.  As
of the end of each fiscal quarter, the aggregate amount of Indebtedness of the
Operating Partnership and the Operating Partnership Subsidiaries (other than
OLP Inter-Company Indebtedness) shall not exceed an amount (the “OLP
Indebtedness Limitation”) equal to 60% of the outstanding consolidated
capitalization (calculated without regard to noncash adjustments to equity) of
the Operating Partnership and the Operating Partnership Subsidiaries as of such
quarter-end date; provided, that to the extent that outstanding Indebtedness
of the Operating Partnership and the Operating Partnership Subsidiaries (other
than OLP Inter-Company Indebtedness) does exceed the OLP Indebtedness
Limitation (the amount of such excess being referred to this Section 7.16
as “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 this Section 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 7.16 at the end of the next quarter, or (ii) by reducing
the aggregate outstanding amount of Indebtedness of the Operating Partnership
and the Operating Partnership Subsidiaries by an amount equal to such excess
Indebtedness less the amount of cash or cash equivalents infused for such
quarter-end



 62
 









pursuant to the
preceding proviso, if any. If the Operating Partnership and the Operating
Partnership Subsidiaries so timely cure such excess Indebtedness by making such
infusion or reduction, or both as applicable, the Operating Partnership and the
Operating Partnership Subsidiaries shall be deemed to be in compliance with
this Section 7.16 as of such quarter-end date.


7.17                        Swap
Contracts.  The
Borrower shall not, nor shall its permit any Subsidiary to, enter into or
permit to exist any obligations under any Swap Contracts for  purposes of speculation.


ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES


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


(a)                                  Non-Payment.  The Borrower fails to pay (i) when and as
required to be paid herein, any amount of principal of any Loan or 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 of Section 6.03 or 6.12 or 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 to Section
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



 63
 









Unrestricted Subsidiary
is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the
Borrower or any Subsidiary other than, for the 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.


8.02                        Remedies
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,



 64
 









(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 8.01 with 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 Authority  Each of the Lenders and the L/C
Issuers hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.  The provisions of
this Article, other than the provisions of Section 9.06 which
provide for the consent of the Borrower, are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuers, and the Borrower shall not have rights as
a third party beneficiary of any of such provisions.


9.02                        Rights as
a Lender.  The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the
Person serving as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.


9.03                        Exculpatory
Provisions.  The Administrative Agent shall not have
any duties or obligations except those expressly set forth herein and in the
other Loan Documents.  Without limiting
the generality of the foregoing, the Administrative Agent:


(a)                                  shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing;



 65















(b)                                 shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; and


(c)                                  shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity.


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. 
The Administrative Agent shall be deemed not to have knowledge of any
Default unless and until notice describing such Default is given to the
Administrative Agent by the Borrower, a Lender or an L/C Issuer.


The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection
with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.


9.04                        Reliance
by Administrative Agent.  The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with
any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
an L/C Issuer, the Administrative Agent may presume that such condition is
satisfactory to such Lender or an L/C Issuer unless the Administrative Agent
shall have received notice to the contrary from such Lender or such L/C Issuer
prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel,
accountants or experts.


9.05                        Delegation
of Duties.  The Administrative Agent may perform any
and all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by
the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of
its duties and exercise its rights and powers by or through their respective
Related Parties.  The exculpatory
provisions of this Article shall apply to any such sub-agent



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and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall
apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative
Agent.


9.06                        Resignation
of Administrative Agent.  The Administrative Agent may at any time give
notice of its resignation to the Lenders, each L/C Issuer and the
Borrower.  Upon receipt of any such
notice of resignation, the Required Lenders shall have the right to appoint a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States, subject to the
consent of the Borrower at all times other than during the existence of an
Event of Default (such consent not to be unreasonably withheld or
delayed).  If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders and each L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or any L/C
Issuer under any of the Loan Documents, the retiring Administrative Agent shall
continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and each L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided
above in this Section).  The fees payable
by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and
such successor.  After the retiring
Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Sections 10.04 and 10.05
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.


Any resignation by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its resignation as an L/C
Issuer and the Swing Line Lender.  Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder,
(a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
(b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect
to such Letters of Credit.


9.07                        Non-Reliance
on Administrative Agent and Other Lenders.  Each Lender and L/C Issuer acknowledges
that it has, independently and without reliance upon the Administrative Agent
or any other Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Lender and L/C Issuer also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents



 67
 









and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.


9.08                        No
Other Duties, Etc.  Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers or other agents listed on
the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.


9.09                        Administrative
Agent May File Proofs of Claim.  In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any
Loan Party, the Administrative Agent (irrespective of whether the principal of
any Loan or L/C Obligation shall then be due and payable as herein expressed or
by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise


(a)                                  to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuers and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections
2.04(i) and 2.04(j), 2.10, 10.04 and 10.05)
allowed in such judicial proceeding; and


(b)                                 to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and L/C
Issuer to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders and the L/C Issuer, to pay to the Administrative Agent any
amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.10, 10.04 and
10.05.


Nothing contained
herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of
reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or L/C Issuer to authorize the
Administrative Agent to vote in respect of the claim of any Lender or L/C
Issuer in any such proceeding.


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 



 68
 









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 to Section 8.02), except for any such extension made in
accordance with Section 2.15;


(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, or Section 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 an L/C Issuer in addition to the Required Lenders or all the Lenders, as the
case may be, affect the rights or duties of an 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 Swing Line Lender in addition to the Lenders required
above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) 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 (iv) each
of the Arranger Fee Letter and the Agent Fee Letter may be amended, or rights
or privileges thereunder waived, in a writing executed only by the respective
parties thereto.  Notwithstanding
anything to the contrary herein, any Lender that has failed to fund any portion
of the Committed Loans or participations in L/C Obligations or Swing Line Loans
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)                                  Notices
Generally.  Except in the case of
notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:



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(i)                                     if
to the Borrower, the Administrative Agent, an L/C Issuer, or the Swing Line Lender:
to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 10.02;


(ii)                                  in
the case of notices by the Administrative Agent, an L/C Issuer, or the Swing
Line Lender to a Lender: to the address, telecopier number, electronic mail
address or telephone number specified in its Administrative Questionnaire; and


(iii)                               in the case of notices
by the Borrower to a Lender, an L/C Issuer or the Swing Line Lender: c/o the
Administrative Agent, at the address, telecopier number, electronic mail
address or telephone number specified for the Administrative Agent on Schedule 10.02.


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


(b)                                 Electronic
Communications.  Notices and other
communications to the Lenders and the L/C Issuers hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or
L/C Issuer pursuant to Article II if such Lender or L/C Issuer, as
applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.


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


(c)                                  The
Platform.  THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE.”  THE
AGENT-RELATED PERSONS (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS.  NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or
any Agent-Related Person have any liability to the Borrower, any Lender, any
L/C Issuer or any other Person for losses, claims, damages, liabilities or
expenses of any kind (whether in tort, contract or otherwise) arising out of
the Borrower’s or the Administrative Agent’s transmission of



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Borrower Materials
through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by
a final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent-Related Person have any liability to the
Borrower, any Lender, any L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual
damages).


(d)                                 Change
of Address, Etc.  Each of the
Borrower, the Administrative Agent, the L/C Issuers, and the Swing Line Lender
may change its address, telecopier, e-mail address or telephone number for
notices and other communications hereunder by notice to the other parties
hereto.  Each Lender may change its
address, telecopier, e-mail address or telephone number for notices and other
communications hereunder by notice to the Borrower, the Administrative Agent,
each L/C Issuer, and the Swing Line Lender. 
In addition, each Lender agrees to notify the Administrative Agent from
time to time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, telecopier number and electronic mail
address to which notices and other communications may be sent and (ii) accurate
wire instructions for such Lender. 
Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of
the Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and applicable Law, including
United States Federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information
with respect to the Borrower or its securities for purposes of United States
Federal or state securities laws.


(e)                                  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.


(f)                                    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 and Swing Line 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.



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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; Reimbursement and Indemnification by Lenders.


(a)                                  The
Borrower shall indemnify each Agent-Related Person, each Lender and each L/C
Issuer, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the reasonable fees, charges and disbursements of any
counsel for any Indemnitee), incurred
by any Indemnitee or asserted against any Indemnitee by any Person
(other than the Administrative Agent, any L/C Issuer, any Lender or any Swing
Line Lender) arising out of, or relating to, (i) the execution or delivery
of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, or the consummation of the transactions
contemplated hereby or thereby, the relationship of the Borrower, the
Administrative Agent, the L/C Issuers and the Lenders under this Agreement, or,
in the case of the Administrative Agent and its Related Parties only, the
administration of this Agreement and the other Loan Documents; (ii) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by an L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any
actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by the Borrower or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING,
IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF
THE INDEMNITEE; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are caused by such Indemnitee’s own gross
negligence, breach under any Loan Document, willful misconduct or unlawful
conduct, or for any loss asserted against it by another Indemnitee.


As used in this Section
10.05(a), the following terms having the meanings set forth below:


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for
damages, costs of environmental remediation, fines, penalties or indemnities),
of the Borrower or any of its Subsidiaries directly or indirectly resulting
from or based upon (a)



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violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment
or (e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the foregoing.


“Hazardous Materials” means
all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.


(b)                                 Reimbursement
and Indemnification by Lenders.


(i)                                     Each
Lender severally agrees to indemnify upon demand the Administrative Agent, each
L/C Issuer and each Related Party (each such Person being called an “Agent/
Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf
of the Borrower and without limiting the obligations of the Borrower to do so),
pro rata, according to each such Lender’s Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against
any and all losses, claims, damages, liabilities and related expenses
(including Attorney Costs), incurred by
or against the Administrative Agent or an L/C Issuer acting in its capacity as
such, or incurred by or against any Related Party of any of the
foregoing acting for the Administrative Agent or an L/C Issuer in connection
with such capacity, arising out of or relating to (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, or the consummation of the transactions
contemplated hereby or thereby, the relationship of the Borrower, the
Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or
the administration of this Agreement and the other Loan Documents;
(ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by an L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by the Borrower or any other Loan Party, and regardless of
whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING,
IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF
THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing,
collectively, “Indemnified Liabilities”); provided  however
that no Lender shall be liable for the payment to an Agent/Issuer-Related
Indemnitee of any portion of such Indemnified Liabilities resulting from any
such Person’s gross negligence or willful misconduct; and provided, further, that no action taken by
the Administrative Agent in accordance with the directions of the Required
Lenders shall be deemed to constitute gross negligence or willful misconduct
for purposes of this Section.


(ii)                                  Without
limitation of the foregoing, to the extent that the Borrower for any reason
fails to indefeasibly pay any amount required under Section 10.04 or
subsection (a) of this Section 10.05 to be paid by it to an Agent,
Issuer-Related Indemnitee, each Lender severally agrees to pay to such Agent,
Issuer-Related Indemnitee such Lender’s Applicable Percentage



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(determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent or an L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent or
L/C Issuer in connection with such capacity.


(iii)                               The obligations of the
Lenders under this subsection (b) are subject to the provisions of Section 2.13(f).


(c)                                  Waiver
of Consequential Damages, Etc.  To
the fullest extent permitted by applicable law, neither the Borrower nor any
Indemnitee shall assert, and each of them hereby waives, any claim against any
of the other of them, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or
the use of the proceeds thereof.


(d)                                 Payments.  All amounts due from the Borrower under Section
10.04 or  this Section 10.05
shall be payable not later than thirty Business Days after demand therefor and
the Borrower’s receipt of (i) the requesting Person’s certification that
it is owed amounts under Section 10.04 or Section 10.05(a),
as the case may be, and the basis thereof, and (ii) reasonably detailed
invoices or statements relating thereto.


(e)                                  Survival.  The agreements in this Section shall survive
the resignation of the Administrative
Agent, an L/C Issuer and the Swing Line
Lender, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.


10.06                 Payments
Set Aside.  To the extent that the Borrower makes a
payment to the Administrative Agent, an L/C Issuer or any Lender, or the
Administrative Agent, an 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, an 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)                                  Successors
and Assigns Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee
in accordance with the provisions of subsection (b) of this Section, (ii) by
way of participation in accordance



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with the provisions of
subsection (d) of this Section, or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (f) of this Section
(and any other attempted assignment or transfer by any party hereto 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, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.


(b)                                 Assignments
by Lenders.  Any Lender may at any
time assign to one or more 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 and in Swing Line Loans) at the time owing to it); provided
that any such assignment shall be subject to the following conditions:


(i)                                     Minimum
Amounts.


(A)                              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 an Eligible Assignee that is a Lender, an Affiliate of a Lender,
or an Approved Fund, no minimum amount need be assigned; and


(B)                                in
any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption, as of the Trade Date,
shall not be less than $5,000,000  unless each of
the Administrative Agent 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).


(ii)                                  Proportionate
Amounts.  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, except that this clause (ii) shall not apply to the
Swing Line Lender’s rights and obligations in respect of Swing Line Loans.


(iii)                               Required Consents.  No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this
Section and, in addition:


(A)                              the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment, (2) prior to the Revolving
Termination Date, such assignment is to (x) a Lender, (y) an
Affiliate of a Lender that is financially capable of performing the obligations
of a Lender under this Agreement or (z) an Approved Fund that is
financially capable of performing the obligations of a Lender under this
Agreement and that agrees with the assignor to be bound by the Assignee
Conditions, or (3) after the Revolving Termination Date, such assignment is to
(x) a Lender, (y) an Affiliate of a Lender or (z) an Approved
Fund;



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(B)                                the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that
is not a Lender, an Affiliate of such Lender or an Approved Fund with respect
to such Lender;


(C)                                the
consent of each L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and


(D)                               the
consent of the Swing Line Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment of Commitments.


The Administrative Agent shall not have any
responsibility to ensure compliance with, or to inquire as to whether an
assignee is in compliance with, the requirement set forth in Section 10.07(b)(iii)(A)
as to financial capacity or the requirement set forth in Section 10.07(b)(iii)(A)
that the assignee agree to be bound by the Assignee Conditions, and
responsibility for compliance with such requirements shall be the
responsibility of the assigning Lender.


(iv)                              Assignment
and Assumption.  The parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee in the amount of
$3,500, which amount shall not be for the account of, or reimburseable from,
directly or indirectly, the Borrower except as otherwise provided in Section
10.16; provided, however, that the Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in
the case of any assignment.  The
assignee, if it is not a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.


(v)                                 No
Assignment to Borrower.  No such
assignment shall be made to the Borrower or any of the Borrower’s Affiliates or
Subsidiaries.


(vi)                              No
Assignment to Natural Persons.  No
such assignment shall be made to a natural person.


Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, 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 Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption 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 of Sections 3.01, 3.04, 3.05,
10.05 with respect to facts and circumstances occurring prior to the
effective date of such assignment.  Upon
request, the Borrower (at its expense) shall execute and deliver new or
replacement Notes to the assigning Lender and the assignee Lender, and if the
assigning Lender holds a Note, it shall, contemporaneous with the Borrower’s
delivery of a new or replacement Note, deliver such Note to the Borrower,
marked “Cancelled”.  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.



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(c)                                  Register.  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 Assumption 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, each 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)                                 Participations.  Any Lender may, without the consent of, or
prior notice to, the Borrower, any 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); provided
that (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, each 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; provided that
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 described in clause (b) or (c) of Section 10.01 that
affects such Participant.  Subject to
subsection (e) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections  3.01, 3.04 and 3.05  to 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 of Section 10.09  as though it were a Lender, provided such
Participant agrees to be subject to Section 2.14 as though it were a
Lender.


(e)                                  Limitations
upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section
3.01, 3.04 or 3.05  than 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 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section
10.15 as though it were a Lender.


(f)                                    Certain
Pledges.  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; provided that no such pledge
or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto;
and provided, 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)                                 Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic



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Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


(h)                                 Resignation
as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America or Wachovia assigns all of its
Commitment and Loans pursuant to subsection (b) above, Bank of America or
Wachovia, as applicable, may, (i) upon 30 days’ notice to the Borrower and the
Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the
Borrower, resign as Swing Line Lender. 
In the event of any such resignation as an L/C Issuer or Swing Line
Lender, the Borrower shall be entitled to appoint from among the Lenders one or
more successor L/C Issuers or Swing Line Lender hereunder; provided, however,
that no failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America or Wachovia as an L/C Issuer or Swing Line
Lender, as the case may be.  If Bank of
America or Wachovia resigns as an L/C Issuer, it shall retain all the rights,
powers, privileges and duties 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 Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.04(c)).  If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Base Rate Committed Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.05(c).  Upon the appointment of a successor L/C
Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America or Wachovia, as applicable, to effectively
assume the obligations of Bank of America or Wachovia, as applicable, with
respect to such Letters of Credit.


10.08                 Confidentiality. 
Each of the Administrative Agent, L/C Issuer, Swing Line Lender and the
Lenders (on behalf of itself and each of its Affiliates or its other Related
Parties, 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’ and other Related Parties’, 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 counterparty’s or prospective counterparty’s professional
advisor) to any credit derivative transaction relating to obligations of the
Borrower, in each case, provided that 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



 78
 









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, available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided
that, 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.


Each of the Administrative Agent, the Lenders, the
Swing Line Lenders and the L/C Issuers acknowledges that (a) the Information
may include material non-public information concerning the Borrower or a
Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle
such material non-public information in accordance with applicable Law,
including United States Federal and state securities Laws.


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, any L/C Issuer,
the Swing Line Lender 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, any L/C Issuer, the Swing Line Lender 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 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



 79
 









all prior agreements,
written or oral, on such subject matter. 
In the event of any conflict between the provisions of this Agreement
and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the inclusion of
supplemental rights or remedies in favor of the 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 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.



 80
 









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 by such Lender of
any assignment fee) pursuant to Section 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 to Section
3.01 or 3.04.  The Borrower shall (w) pay in full the
assignment fee specified in Section 10.07(b)(iv) unless otherwise paid
by the replacement Lender, (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
amended Schedule 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 in Section 10.01
to 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; PROVIDED
THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.


(b)                                 ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN
MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER,
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 FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH



 81
 









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                 No
Advisory or Fiduciary Responsibility.  In connection with all
aspects of each transaction contemplated hereby (including in connection with
any amendment, waiver or other modification hereof or of any other Loan
Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent
and each Arranger, are arm’s-length
commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and
each Arranger, and each of their respective Affiliates, on the other hand, (B) it has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (C) it is
capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) the Administrative Agent, each Arranger, and the Borrower
each is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not
be acting as an advisor, agent or fiduciary for any other party hereto, any
Affiliates of any other party hereto, or any other Person and (B) none of the
Administrative Agent the Arrangers or the Borrower has any obligation to each
other or to their respective Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; and (iii) the Administrative Agent and each Arranger
and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Borrower and its
Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose any of such
interests to the Borrower or its Affiliates. 
To the fullest extent permitted by law, the Administrative Agent, the Arranger and the Borrower hereby waive
and release any claims that they may have against each other with respect to
any breach or alleged breach of agency or fiduciary duty in connection with any
aspect of any transaction contemplated hereby. 
Each of the Administrative Agent and the Lenders acknowledge and agree
that it has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate.


10.20                 USA
PATRIOT Act Notice.  Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Act”), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act.



 82
 









10.21                 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.



 83














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


	
  

  	
  ENBRIDGE ENERGY PARTNERS, L.P.,

  
	
   

  	
  a Delaware limited partnership, as Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ENBRIDGE ENERGY MANAGEMENT, L.L.C.,

  
	
   

  	
   

  	
  as delegate of Enbridge Energy Company, Inc.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
   

  	
  Shelley A.
  McGregor

  
	
   

  	
   

  	
  Senior Vice
  President

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  BANK OF AMERICA, N.A.,
  as a Lender, a L/C Issuer

  
	
   

  	
  and Swing Line Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
   

  	
  Shelley A.
  McGregor

  
	
   

  	
   

  	
  Senior Vice
  President

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION,

  
	
   

  	
  as
  a Lender and a L/C Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
   

  	
  Shannan Townsend

  
	
   

  	
   

  	
  Director

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  BMO CAPITAL MARKETS
  FINANCING INC.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  LEHMAN BROTHERS BANK, FSB, as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  EXPORT DEVELOPMENT CANADA, as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  UBS LOAN FINANCE LLC, as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  ABN AMRO BANK N.V., as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  CITIBANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  TORONTO DOMINION (TEXAS) LLC,
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  CIBC INC., as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  ROYAL BANK OF CANADA, as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  DEUTSCHE BANK AG NEW YORK
  BRANCH, as a

  
	
   

  	
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  SUNTRUST BANK, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  MERRILL LYNCH BANK USA, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 








 


	
  

  	
  MORGAN STANLEY BANK, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 SIGNATURE PAGE TO ENBRIDGE ENERGY PARTNERS, L.P. SECOND AMENDED AND RESTATED CREDIT AGREEMENT















EXHIBIT A-1


FORM OF LOAN NOTICE


Date:                      ,
        


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


Ladies and Gentlemen:


Reference is made
to that certain Second Amended and Restated Credit Agreement, dated as of April
4, 2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Enbridge
Energy Partners, L.P., (the “Borrower”),
the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and the Swing Line Lender.


The undersigned 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 of Section 2.01 of the Agreement.


	
  

  	
  BORROWER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 



 Exh A-1 -- 1
 Form of Loan Notice















EXHIBIT A-2


FORM OF SWING LINE LOAN
NOTICE


Date:                     ,
        


To:                              Bank of America, N.A., as Swing Line
Lender

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


Ladies and Gentlemen:


Reference is made
to that certain Second Amended and Restated Revolving Credit Agreement, dated
as of April 4, 2007 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Enbridge Energy
Partners, L.P. (the “Borrower”), the Lenders from time to time party
thereto, Bank of America, N.A., as Administrative Agent, an L/C Issuer and
Swing Line Lender.


The undersigned hereby
requests (select one):


	
  o  A Borrowing of Swing Line Loans

  	
  o  A conversion of Swing Line Loans

  



 


	
  1.

  	
  On

  	
   

  	
  (a Business Day).

  
	
   

  	
   

  
	
  2.

  	
  In the amount of $

  	
   

  	
  .

  
	
   

  	
   

  
	
  3.

  	
  Comprised of 

  	
   

  	
  .

  
	
   

  	
   

  	
  [Type of Swing
  Line Loan requested]

  
							



 


The Swing Line Borrowing
requested herein complies with the requirements of the provisos to the first
sentence of Section 2.05(a) of the Agreement.


	
   

  	
  BORROWER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 



 Exh A-2 -- 1
 Form of Swing Line Loan Notice















EXHIBIT B-1


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 Second Amended and Restated Credit Agreement, dated as of April 4, 2007
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement;”
the terms defined therein being used herein as therein defined), among the
Borrower, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender.


The Borrower
promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such principal amount is paid in full, at such interest
rates, and at such times as are specified in the Credit Agreement.  All payments of principal of and interest on
this Note shall be made to the 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 Credit Agreement.


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


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


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


	
  

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 



 Exh B-1 – 1
 Form of Loan Note
 









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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 Exh B-1 – 2
 Form of Loan Note















EXHIBIT B-2


FORM OF SWING LINE NOTE


                                                          


$                                                                                                                                                                                                            


FOR VALUE
RECEIVED, the undersigned (the “Borrower”),
hereby promises to pay to the order of [the Swing Line Lender] (the
“Swing Line Lender”), at such
time or times as provided in the Credit Agreement referred to below, the
principal amount of                            
Dollars ($               ),
or such lesser principal amount of Swing Line Loans (as defined in such Credit
Agreement) due and payable by the Borrower to the Swing Line Lender at such
time or times as provided in that certain Second Amended and Restated Credit
Agreement, dated as of April 4, 2007 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein
being used herein as therein defined), among the Borrower, the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent,
an L/C Issuer and the Swing Line Lender.


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


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



 Exh B-2 -- 1
 Form of Swing Line Note
 









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


	
  

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 



 Exh B-2 -- 2
 Form of Swing Line Note
 









SWING
LINE 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 Exh B-2 -- 3
 Form of Swing Line Note















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 Second Amended and Restated Credit Agreement, dated as of April
4, 2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Enbridge
Energy Partners, L.P. (the “Borrower”), the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent, an L/C
Issuer and the Swing Line Lender.


The undersigned
Responsible Officer hereby certifies as of the date hereof that he/she is the
___________ of the 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 fiscal  year-end
financial
statements


1.                                       [Attached
hereto as Schedule 1] [Filed with the Borrower’s Form 10-K for its fiscal
year ended __________ ____, 20__] are the 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 fiscal
quarter-end financial statements


1.                                       [Attached
hereto as Schedule 1] [Filed with the Borrower’s Form 10-Q for its fiscal
quarter ended ___________ ____, 20__] are the unaudited financial statements
required by Section 6.01(b) for the
fiscal quarter of ___________ ended as of the above date, and attached hereto
as Schedule 1a are 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 



 Exh C -- 1
 Form of Compliance Certificate
 









select
one:


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


--or--


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


4.                                       The
financial covenant analyses, and information set forth on Schedule 2 attached 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:

  	
   

  
					



 



 Exh C -- 2
 Form of Compliance Certificate
 









For the Quarter/Year
ended ___________________ (“Statement Date”)


SCHEDULE 2

to the Compliance Certificate

($ in 000’s)


Section 7.13 – Leverage Ratio.


	
  

  	
  
  Maximum

  Leverage Ratio

  

  
	
  During
  an Acquisition Period*:

  *If a Specified
  Acquisition has been or is hereby designated by the Borrower and the
  corresponding Acquisition Period is in effect as of the Statement Date, a
  separate sheet of paper is to be attached to this Compliance Certificate
  setting forth the corresponding Acquisition Closing Date (and if such
  Acquisition Period has terminated, the last day of such Acquisition Period),
  and describing the transactions that constitute such Specified
  Acquisition.  Check the applicable
  line:

  	
  5.50:1.00

  
	
  __                    The Borrower
  has previously designated such Specified Acquisition; 

  	
   

  
	
  or

  	
   

  
	
  __                    The
  Borrower hereby designates such Specified Acquisition.

  	
   

  
	
   

  	
   

  
	
  During
  any Period other than an Acquisition Period: 

  	
   

  
	
  For periods ending on or before March 31, 2009

  	
  5.50:1.00

  
	
  For periods ending on June 30, 2009 and thereafter through
  March 31, 2010

  	
  5.25:1.00

  
	
  For periods ending on June 30, 2010 and thereafter

  	
  5.00:1.00

  



 


	
  A.                                    Consolidated
  Funded Debt as Adjusted for Funded Debt owed by the Borrower to Subsidiaries
  at Statement Date (calculated as follows: 
  A.5 + (without duplication) A.8):

  	
  $______________

  
	
  1.               Consolidated
  Funded Debt of the Borrower and its Subsidiaries  at Statement Date (without regard to
  reduction for applicable Qualifying Subordinated Indebtedness and Designated
  Hybrid Securities):

  Indicate amount
  of Indebtedness of Unrestricted Subsidiaries (to be excluded from line 1):
  $____________

  	
  $______________

   

  
	
  2.                    Qualifying
  Subordinated Indebtedness at Statement Date:

  (Attach
  additional information: indicate name(s) of subordinated creditors to whom
  Qualifying Subordinated Indebtedness is owed; 
  summarize the terms of such Qualifying Subordinated Indebtedness in
  sufficient detail to demonstrate that it meets the requirements set forth in
  the definition of Qualifying Subordinated Indebtedness; and confirm that
  subordination agreement has been delivered)                                 

  	
  $______________

  



 



 Exh C -- 3
 Form of Compliance Certificate
 









 


	
  3.                    Face amount of Hybrid Securities
  at Statement Date:

  	
  $______________

  
	
  4.                    Face
  amount of Designated Hybrid Securities at Statement Date (not to exceed 15%
  of Total Capitalization):

  	
  $______________

   

  
	
   

  	
   

  
	
  Total Capitalization at
  Statement Date: $___________

  	
   

  
	
  Consolidated Net
  Worth at Statement Date (used in calculating Total Capitalization):
  $__________

  	
   

  
	
  Indicate amount
  of partners’ capital of the Borrower determined as of such date in accordance
  with GAAP, subject (as applicable) to year-end audit adjustments and
  footnotes (used in computing Consolidated Net Worth): $__________

  	
   

  
	
  5.                    Consolidated
  Funded Debt (calculated as follows: 
  A.1 – (A.2 + A.4))

  	
  $______________

  
	
  6.                    Funded Debt
  owed by the Borrower to Subsidiaries

  	
  $______________

  
	
  7.                    Aggregate
  Qualifying Subordinated Indebtedness that is included in A.5. above

  	
  $______________

  
	
  8.                    Adjusted
  Funded Debt owed by the Borrower to Subsidiaries (calculated as follows:  A.6 – A.7

  	
  $______________

  
	
   

  	
   

  
	
  B.                                    Pro
  Forma EBITDA for Subject Period

  	
  $______________

  
	
  (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

  	
  $______________

  
	
  Indicate depreciation
  of Excluded Subsidiaries

  (to be excluded from line 4)                                                 $______________

  	
   

  
	
  5.                    Amortization

  	
  $______________

  
	
  Indicate amortization
  of Excluded Subsidiaries

  (to be excluded from line 5)                                                 $______________

  	
   

  
	
  6.                    Pro forma
  adjustment for acquisitions during Subject Period

  	
  $______________

  
	
  Attach detailed
  explanation identifying each acquisition and indicating Incremental EBITDA
  attributable to it

  	
   

  
	
  7.                    Material
  Project EBITDA Adjustments for Subject Period

  	
  $______________

  
	
  Attach detailed
  explanation identifying each Material Project and indicating Material Project
  EBITDA Adjustments attributable to it 

  	
   

  



 


 



 Exh C -- 4
 Form of Compliance Certificate
 









 


	
  C.                                    Leverage
  Ratio (Line A  ̧ Line B):

  	
  ________ to 1.00

  



 



 Exh C -- 5
 Form of Compliance Certificate
 









Quarter-end date:________________


Section 7.03 (Indebtedness of Subsidiaries)


A.           Indebtedness of Non-OLP Subsidiaries


1.               For each incurrence
of Indebtedness pursuant to Section 7.03(b)(ii) during the subject
quarter, provide the following information:


(a)                                  Date
of incurrence,


(b)                                 Principal
amount of Indebtedness assumed, and


(c)                                  Specify
to whom the Indebtedness is owed.


2.               For each incurrence
of Indebtedness pursuant to Section 7.03(b)(iii) or 7.03(b)(iv)
during the subject quarter, please provide the following information:


(a)                                  Date
of incurrence,


(b)                                 Principal
amount of Indebtedness incurred,


(c)                                  Specify
to whom the indebtedness is owed.


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

  
	
   

  	
   

  
	
  (a)                                  Total
  amount of Indebtedness outstanding for the Non-OLP

  	
   

  
	
  Subsidiaries other than
  Indebtedness attributable to Excess

  	
   

  
	
  Swap Termination Value:

  	
  $____________

  
	
   

  	
   

  
	
  (b)                                 Ratable
  Share of Excess Swap Termination

  	
   

  
	
  Value (line C.3(c)):

  	
  $____________

  
	
   

  	
   

  
	
  (c)                                  Total
  (Line A.3(a) plus Line A.3(b)):

  	
  $____________

  
	
   

  	
   

  
	
  4.               Demonstrate
  compliance with Section 7.15:

  	
   

  
	
   

  	
   

  
	
  (a)                                  Non-OLP
  Pro Forma EBITDA:

  	
  $____________

  
	
   

  	
   

  
	
  (b)                                 Calculate
  Non-OLP Indebtedness Limitation

  	
   

  
	
  (.5 times
  Non-OLP Pro Forma EBITDA (line A.4(a))

  	
  $____________

  
	
   

  	
   

  
	
  (c)                                  Is
  the aggregate amount of Indebtedness outstanding for the Non-OLP Subsidiaries
  (line A.3(c)) greater 

  
	
  than the Non-OLP
  Indebtedness Limitation (line A.4(b))?

  
	
   

  
	
  Yes                            £

  	
   

  
	
  No                                £

  	
   

  
	
   

  	
   

  
	
  (d)                                 If
  yes, please answer the following:

  	
   

  
	
   

  	
   

  
	
  (i)                                     State
  the amount of excess Indebtedness:

  	
  $____________

  



 



 Exh C -- 6
 Form of Compliance Certificate
 









 


	
  (ii)                                  How much of the
  excess Indebtedness is attributable to

  	
   

  
	
  Excess Swap Termination
  Value?

  	
  $____________

  
	
   

  	
   

  
	
  (iii)                               Specify in reasonable
  detail method and timing of cure of such excess Indebtedness pursuant to Section 7.15:

  



 


	
  B.             Indebtedness of the
  Operating Partnership and the Operating Partnership Subsidiaries

  
	
   

  
	
  1.               For
  each incurrence of Indebtedness pursuant to Section 7.03(c)(ii) or 7.03(c)(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 with Section 7.16:

  	
   

  
	
   

  	
   

  
	
  (a)                                  State
  the outstanding consolidated capitalization

  	
   

  
	
  of the Operating
  Partnership and the Operating

  	
   

  
	
  Partnership
  Subsidiaries:

  	
  $____________

  
	
   

  	
   

  
	
  (b)                                 Calculate
  the OLP Indebtedness Limitation

  	
   

  
	
  (.60 times the
  outstanding consolidated 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                            £

  	
   

  
	
  No                                £

  	
   

  
	
   

  	
   

  
	
  (d)                                 If
  yes, please answer the following:

  	
   

  
	
   

  	
   

  
	
  (i)                                     State
  the amount of excess Indebtedness:

  	
  $____________

  
	
   

  	
   

  



 



 Exh C -- 7
 Form of Compliance Certificate
 









 


	
  (ii)                                  How much of the
  excess Indebtedness is attributable to

  	
   

  
	
  Excess Swap Termination
  Value?

  	
  $____________

  
	
   

  	
   

  
	
  (iii)                               Specify
  in reasonable detail the method and timing of cure of such excess
  Indebtedness pursuant to Section 7.16:

  	
   

  
	
   

  	
   

  
	
  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 owed by Subsidiaries; a positive number
  indicates a net aggregate amount owed to
  Subsidiaries)

  	
   

  
	
   

  	
   

  
	
  2.               Is line C.1 less
  than negative $150,000,000?

  	
   

  
	
  Yes                            £

  	
   

  
	
  No                                £

  	
   

  
	
   

  	
   

  
	
  3.               If yes, calculate
  the Ratable Share of the amount less than negative $150,000,000:

  	
   

  
	
  (a)                                  State
  aggregate Swap Termination Value of all Swap Obligations

  	
   

  
	
  and Guarantee
  Obligations of Swap Obligations of the

  	
   

  
	
  Non-OLP Subsidiaries:

  	
  $____________

  
	
   

  	
   

  
	
  (b)                                 State
  aggregate Swap Termination Value of all Swap Obligations

  	
   

  
	
  and Guarantee
  Obligations of Swap Obligations of the Operating

  	
   

  
	
  Partnership and the
  Operating Partnership Subsidiaries:

  	
  $____________

  
	
   

  	
   

  
	
  (c)                                  The
  Ratable Share of Excess Termination Value of the Non-OLP

  	
   

  
	
  Subsidiaries ((line
  C.3(a) divided  by line C.1) times

  	
   

  
	
  the amount less than
  negative $150,000,000):

  	
  $____________

  
	
   

  	
   

  
	
  (d)                                 The
  Ratable Share of Excess Termination Value of the Operating

  	
   

  
	
  Partnership and
  Operating Partnership Subsidiaries

  	
  $____________

  
	
  ((line C.3(b) divided
  by line C.1) times the amount less than

  	
   

  
	
  negative $150,000,000):

  	
   

  



 



 Exh C -- 8
 Form of Compliance Certificate















EXHIBIT D


FORM OF ASSIGNMENT AND ASSUMPTION


This Assignment and Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]1 Assignor identified in item 1 below
([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below
([the][each, an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement
identified below (the “Credit Agreement”), receipt of a copy of which is
hereby acknowledged by the Assignee.  The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


For an agreed consideration, [the][each] Assignor
hereby irrevocably sells and assigns to [the Assignee][the respective
Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes
from [the Assignor][the respective Assignors], 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 (i)
all of [the Assignor’s][the respective Assignors’] rights and obligations in
[its capacity as a Lender][their respective capacities as Lenders] under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of [the Assignor][the
respective Assignors] under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities5) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based
on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned by
[the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii)
above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to






1 For bracketed
language here and elsewhere in this form relating to the Assignor(s), if the
assignment is from a single Assignor, choose the first bracketed language. If
the assignment is from multiple Assignors, choose the second bracketed
language.


2 For bracketed
language here and elsewhere in this form relating to the Assignee(s), if the
assignment is to a single Assignee, choose the first bracketed language. If the
assignment is to multiple Assignees, choose the second bracketed language.


3 Select as
appropriate.


4 Include
bracketed language if there are either multiple Assignors or multiple
Assignees.


5 Include all applicable subfacilities.


 



 	 Exh D -- 1
 
	 Form of Assignment and Assumption
 

  
 









[the][any] Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by [the][any] Assignor.


	
  1.

  	
  Assignor[s]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Assignee[s]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [for each Assignee, indicate [Affiliate][Approved
  Fund] of [identify Lender]]

  
	
   

  	
   

  
	
  3.

  	
  Borrower:               Enbridge Energy Partners, L.P.

  
	
   

  	
   

  
	
  4.

  	
  Administrative Agent: Bank of
  America, N.A., as the administrative agent under the Credit Agreement

  
	
   

  	
   

  
	
  5.

  	
  Credit Agreement:                The Second Amended and
  Restated Credit Agreement, dated as of April 4, 2007, among Enbridge Energy
  Partners, L.P., the Lenders from time to time party thereto, and Bank of America, N.A., as
  Administrative Agent, an L/C Issuer, and the Swing Line Lender

  
	
   

  	
   

  
	
  6.

  	
  Assigned Interest[s]:6

  



 


	
  Assignor[s]7

  	
  Assignee[s]8

  	
  Facility

  Assigned9

  	
  Aggregate

  Amount of

  Commitment/Loans

  for all Lenders10

  	
  Amount of

  Commitment

  /Loans

  Assigned

  	
  Percentage

  Assigned of

  Commitment/

  Loans11

  	
  CUSIP

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ____________

  	
  $________________

  	
  $_________

  	
  ____________%

  	
   

  
	
   

  	
   

  	
  ____________

  	
  $________________

  	
  $_________

  	
  ____________%

  	
   

  
	
   

  	
   

  	
  ____________

  	
  $________________

  	
  $_________

  	
  ____________%

  	
   

  



 


	
  [7.

  	
  Trade Date:           __________________]12

  
	
   

  	
   

  
	
   

  	
  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 and Assumption are hereby agreed to:






 


6 The reference to “Loans” in
the table should be used only if the Credit Agreement provides for Term Loans.


7 List each Assignor, as
appropriate.


8 List each Assignee, as
appropriate.


9 Fill in the appropriate
terminology for the types of facilities under the Credit Agreement that are
being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term
Loan Commitment”, etc.).


10 Amounts in this column and in
the column immediately to the right to be adjusted by the counterparties to
take into account any payments or prepayments made between the Trade Date and
the Effective Date.


11 Set forth, to at least 9
decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


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


 



 	 Exh D -- 2
 
	 Form of Assignment and Assumption
 

  
 









 


	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME OF
  ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME OF
  ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  [Consented to
  and]13 Accepted:

  	
   

  
	
   

  	
   

  
	
  BANK OF AMERICA,
  N.A., as

  	
   

  
	
  Administrative
  Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  [Consented to:]14

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 






 


13 To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.


14 To be added only
if the consent of the Borrower and/or other parties (e.g. Swing Line Lender,
L/C Issuer) is required by the terms of the Credit Agreement.


 



 	 Exh D -- 3
 
	 Form of Assignment and Assumption
 

  
 









ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


[___________________]15


STANDARD TERMS AND
CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


1.             Representations
and Warranties.


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


1.2.          Assignee. [The][Each] Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 10.07(b)(iii), 10.07(b)(v) and 10.07(b)(vi)
of the Credit Agreement (subject to such consents, if any, as may be required
under Section 10.07(b)(iii) of the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of [the][the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
is sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire [the][such] Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
Section __ thereof, as applicable, and such other documents and information as
it deems appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest,
(vi) it has, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest,
and (vii) if it is a Foreign Lender, attached hereto is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it
will, independently and without reliance upon the Administrative Agent,
[the][any] 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 Loan Documents, and
(ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as
a Lender.






 


15 Describe Credit Agreement at option of
Administrative Agent.


 



 	 Exh D -- 4
 
	 Form of Assignment and Assumption
 

  
 









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


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


 



 	 Exh D -- 5
 
	 Form of Assignment and Assumption
 

  















EXHIBIT E


FORM OF OPINION OF COUNSEL


[REDACTED]



 	 Exh E -- 1
 
	 Form of Assignment and Assumption
 

  















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


1.1          Definitions


In this Agreement,
including the recitals, capitalized terms used herein, and not otherwise
defined herein, shall have the meanings attributed to such terms in the Second
Amended and Restated Credit Agreement dated as of April 4, 2007 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:


(a)                                 “Beneficiary”
means, at each relevant time of determination, each of (i) the holders of
Senior Indebtedness and (ii) the holders of other senior unsecured debt of the
Obligor for the benefit of whom a subordination agreement in form and substance
substantially the same as this Agreement has been executed and delivered by the
Subordinated Creditor and is in effect (“Other Senior Indebtedness” )  16; and in each case that any such holders






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



 Exh F -- 1
 Form of Subordination Agreement
 









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


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


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


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


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


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


1.2          Headings


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


1.3          Interpretation


In this Agreement:


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


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


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


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


(e)                                  all references to the
Senior Lenders include the Administrative Agent, the L/C Issuer and each of the
Lenders individually and any combination thereof.



 Exh F -- 2
 Form of Subordination Agreement
 









1.4          Governing Law


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


1.5                          Severability


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


1.6                          Time of the Essence


Time shall be of the
essence of this Agreement.


ARTICLE 2

POSTPONEMENT AND SUBORDINATION OF PAYMENT


2.1                          General Postponement
and Subordination


Except as specifically
provided for in Article 3:


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


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


2.2                          Priority of Senior
Indebtedness on Dissolution or Insolvency


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


(a)                                  the Subordinated
Creditor shall promptly file a claim or claims, in the form required in such
proceedings, for the full outstanding amount of the Subordinated Indebtedness,
and shall cause said claim or claims to be approved and all payments and other
distributions in respect thereof to be made directly to the Beneficiaries,
ratably according to the



 Exh F -- 3
 Form of Subordination Agreement
 









aggregate amounts remaining unpaid on account of the Beneficiary
Indebtedness held by each of them;


(b)                                 the Subordinated
Creditor hereby irrevocably agrees that the Beneficiaries may, at their sole
discretion, in the name of the Subordinated Creditor or otherwise, demand, sue
for, collect, receive and receipt for any and all such payments or
distributions, and any such receipts shall be distributed to the Beneficiaries
according to the aggregate amounts remaining unpaid on account of the
respective Beneficiary Indebtedness held by them, and file, prove and vote or
consent in any Proceeding with respect to any and all claims of the
Subordinated Creditor relating to the Subordinated Indebtedness;


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


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


Payments
Held in Trust


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


Payment
in Full on Senior Indebtedness


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



 Exh F -- 4
 Form of Subordination Agreement
 









2.3                          Legend on
Subordinated Debt Instruments


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


“This instrument and the indebtedness evidenced hereby
is subordinated, in the manner and to the extent set forth in an agreement
dated ____________, ____ (as such agreement may from time to time be amended,
restated, modified, or supplemented, the “Subordination Agreement”), by the
maker and payee of this instrument in favor of Bank of America, N.A. as
Administrative Agent for the “Lenders” referred to therein, to all
Senior Indebtedness as defined therein), and each holder of this instrument, by
its acceptance hereof, shall be bound by the Subordination Agreement.”


and upon request by the
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.


2.4                          Application 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


3.1                          Permitted Payments


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


ARTICLE 4

SUBROGATION


4.1                          Restriction on
Subrogation


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



 Exh F -- 5
 Form of Subordination Agreement
 









4.2                          Transfer 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 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


5.1                          Restriction
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:


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


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


5.2                          Permitted Dealings
by Senior Lenders


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


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


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


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


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


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



 Exh F -- 6
 Form of Subordination Agreement
 









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


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


(h)                                 abstain from taking,
protecting, securing, registering, filing, recording, renewing, perfecting,
insuring or realizing upon any security interests, guaranties or collateral for
any Senior Indebtedness; and no loss in respect of any of the security
interests or guaranties received or held for and on behalf of the Senior
Lenders, whether occasioned by fault, omission of negligence of any kind,
whether of the Senior Lenders or otherwise, shall in any way limit or impair
the liability of the Subordinated Creditor or the rights of the Senior Lenders
under this Agreement;


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


ARTICLE 6

REPRESENTATIONS AND WARRANTIES


6.1                          Representations and
Warranties


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


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


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


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


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


(e)                                  neither the execution
and delivery of this Agreement, nor compliance with the terms and conditions
hereof (i) will result in a violation of the articles or by-laws of the
Subordinated Creditor or any resolutions passed by the board of directors or
shareholders of the Subordinated Creditor or any applicable law, order,
judgment, injunction, award or decree; (ii) will result in a breach of, or
constitute a default under, any loan agreement, indenture, trust deed or any
other material agreement or instrument to which the



 Exh F -- 7
 Form of Subordination Agreement
 









Subordinated Creditor is a party or by which its or its assets are
bound; or (iii) requires any approval or consent of any governmental authority
having jurisdiction except such as have already been obtained and are in full
force and effect.


ARTICLE 7

CONTINUING SUBORDINATION


7.1                          Continuing
Subordination; Reinstatement


This Subordination
Agreement shall create a continuing subordination and shall:


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


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


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


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


7.2                          Other Obligations
not Affected


The subordination
provided for herein is in addition to and not in substitution for any other
agreement or any other security by whomsoever given or at any time held by 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.


7.3                          Acknowledgment of
Documentation


The Subordinated
Creditor hereby acknowledges that it is familiar with and understands the terms
of the Credit Agreement and all other Loan Documents.  The Subordinated Creditor shall ensure that
the Obligor provides such copies as the Subordinated Creditor wishes to receive
of all amendments, modifications or supplements to any of the aforementioned
documents and of any other documents, instruments or agreements which are
executed in the future pursuant to which Senior Indebtedness may arise.  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.



 Exh F -- 8
 Form of Subordination Agreement
 









ARTICLE 8

GENERAL PROVISIONS  


8.1                          Notices


All notices and
other communications provided for hereunder shall be given in the form and
manner prescribed by Section 10.02 of the Credit Agreement.  All such notices to the Subordinated Creditor
may be given to the Borrowers on behalf of the Subordinated Creditor and shall
be sufficiently delivered if so given.


8.2                          Amendments and
Waivers


(a)                                  No provision of this
Agreement may be amended, waived, discharged or terminated orally nor may any
breach of any of the provisions of this Agreement be waived or discharged
orally, and any such amendment, waiver, discharge or termination may only be
made in writing signed by the Administrative Agent on behalf of the requisite
Senior Lenders, or by the Senior Lenders, and if such amendment is intended to
bind the Subordinated Creditor, by the Subordinated Creditor.


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


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


8.3                          Assignment by
Lenders


The Subordinated
Creditor acknowledges and agrees that 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.


8.4                          Assignment and
Certain Other Actions by Subordinated Creditor


Until payment in
full of the Senior Indebtedness, the Subordinated Creditor shall not, without
the prior written consent of the Senior 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.



 Exh F -- 9
 Form of Subordination Agreement
 









8.5                          Further 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.


8.6                          Counterparts


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


8.7                          Waiver of Right to
Trial by Jury


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

  




 Exh F -- 10
 Form of Subordination Agreement
 









ACKNOWLEDGMENT


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


	
  

  	
  ENBRIDGE ENERGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Enbridge
  Energy Management, L.L.C., as

  
	
   

  	
   

  	
  delegate
  of Enbridge Energy Company, Inc.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					




 Exh F -- 11
 Form of Subordination Agreement
 









ANNEX
A


Indebtedness


 



 Exh F -- 12
 Form of Subordination Agreement