on its website as the address for notices under this Replacement Capital
Covenant:
If to the Partnership, to:
Enbridge Energy Partners, L.P.
1100 Louisiana, Suite 3300
Houston, Texas 77002
Attn: Corporate Secretary
Telephone: 713-821-2000
Telecopy:
713-821-2229.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
7
IN WITNESS WHEREOF, the Partnership has caused this Replacement Capital Covenant
to be duly executed and delivered, as of the day and year first above written.
ENBRIDGE ENERGY PARTNERS, L.P.
By:
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
as delegate of Enbridge Energy Company, Inc.,
its General Partner
By:
/s/ MARK A. MAKI
Name: Mark A. Maki
Title: Vice President - Finance
(Duly Authorized Officer)
Signature Page to Replacement Capital Covenant
SCHEDULE I
Definitions
"Alternative Payment Mechanism" means, with respect to any Qualifying Capital
Securities, provisions in the related transaction documents that require the
Partnership, in its discretion, to issue (or use Commercially Reasonable Efforts
to issue) one or more types of APM Qualifying Securities raising eligible
proceeds at least equal to the deferred Distributions on such Qualifying Capital
Securities and to apply the proceeds to pay unpaid Distributions on such
Qualifying Capital Securities, commencing on the earlier of (x) the first
Distribution Date after commencement of a deferral period on which the
Partnership pays current Distributions on such Qualifying Capital Securities and
(y) the fifth anniversary of the commencement of such deferral period, and that:
(A)
DEFINE "ELIGIBLE PROCEEDS" TO MEAN, FOR
PURPOSES OF SUCH ALTERNATIVE PAYMENT MECHANISM, THE NET PROCEEDS (AFTER
UNDERWRITERS' OR PLACEMENT AGENTS' FEES, COMMISSIONS OR DISCOUNTS AND OTHER
EXPENSES RELATING TO THE ISSUANCE OR SALE) THAT THE PARTNERSHIP HAS RECEIVED
DURING THE 180 DAYS PRIOR TO THE RELATED DISTRIBUTION DATE FROM THE ISSUANCE OF
APM QUALIFYING SECURITIES TO PERSONS OTHER THAN THE PARTNERSHIP OR ANY OF ITS
SUBSIDIARIES, UP TO THE PREFERRED CAP IN THE CASE OF APM QUALIFYING SECURITIES
THAT ARE QUALIFYING PREFERRED UNITS, SUBJECT TO THE COMMON CAP, THE PREFERRED
CAP AND THE SHARE CAP, AS APPLICABLE (EACH AS DEFINED BELOW);
(B)
PERMIT THE PARTNERSHIP TO PAY CURRENT
DISTRIBUTIONS ON ANY DISTRIBUTION DATE OUT OF ANY SOURCE OF FUNDS BUT (X)
REQUIRE THE PARTNERSHIP TO PAY DEFERRED DISTRIBUTIONS ONLY OUT OF ELIGIBLE
PROCEEDS AND (Y) PROHIBIT THE PARTNERSHIP FROM PAYING DEFERRED DISTRIBUTIONS OUT
OF ANY SOURCE OF FUNDS OTHER THAN ELIGIBLE PROCEEDS (OTHER THAN FOLLOWING AN
ACCELERATION OF SUCH SECURITIES OR THE OCCURRENCE OF THE FINAL MATURITY
THEREOF);
(C)
IF DEFERRAL OF DISTRIBUTIONS CONTINUES FOR
MORE THAN ONE YEAR (OR SUCH SHORTER PERIOD AS IS PROVIDED IN THE TERMS OF THE
QUALIFYING CAPITAL SECURITIES), REQUIRE THE PARTNERSHIP AND ITS SUBSIDIARIES NOT
TO REDEEM OR PURCHASE ANY SECURITIES THAT RANK PARI PASSU WITH OR JUNIOR TO THE
MOST SENIOR ISSUABLE APM QUALIFYING SECURITIES THAT THE PARTNERSHIP HAS ISSUED
TO SETTLE DEFERRED DISTRIBUTIONS IN RESPECT TO THAT DEFERRAL PERIOD UNTIL AT
LEAST ONE YEAR AFTER ALL DEFERRED DISTRIBUTIONS HAVE BEEN PAID (A "REPURCHASE
RESTRICTION");
(D)
LIMIT THE OBLIGATION OF THE PARTNERSHIP TO
ISSUE (OR USE COMMERCIALLY REASONABLE EFFORTS TO ISSUE)