10-K405

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 2001

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to                             

Commission File Number: 1-10934

ENBRIDGE ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	39-1715850 (I.R.S. Employer Identification No.)
1100 Louisiana Suite 3300 Houston, Texas 77002 (Address of principal executive offices and zip code)
(713) 650-8900 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Class A Common Units	Name of each exchange on which registered New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/    No / /

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/

        As of February 20, 2002, the aggregate market value of the Registrant's Class A Common Units held by non-affiliates of the Registrant was $1,316,129,620 based on the reported closing sale price of such units on the New York Stock Exchange on that date.

        As of February 20, 2002, there were 29,053,634 of the Registrant's Class A Common Units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

		Page
	PART I
Items 1 & 2.	Business and Properties	5
Item 3.	Legal Proceedings	17
Item 4.	Submission of Matters to a Vote of Security Holders	18
	PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	19
Item 6.	Selected Financial Data	20
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 8.	Financial Statements and Supplementary Data	31
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	31
	PART III
Item 10.	Directors and Executive Officers of the Registrant	32
Item 11.	Executive Compensation	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management	34
Item 13.	Certain Relationships and Related Transactions	35
	PART IV
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	37
Signatures		40
Index to Financial Statements, Supplementary Information and Financial Statement Schedules		F-1

This Annual Report on Form 10-K contains forward-looking statements. These statements are based on the Partnership's beliefs as well as assumptions made by and information currently available to the Partnership. When used in this document, the words "anticipate," "believe," "expect," "estimate," "forecast," "project," and similar expressions identify forward-looking statements. These statements reflect the Partnership's current views with respect to future events and are subject to various risks, uncertainties and assumptions including:

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the Partnership's dependence upon adequate supplies of and demand for western Canadian crude oil,

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the Partnership's ability to acquire other companies and assets and successfully integrate them into its business,

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the price of crude oil and the willingness of shippers to ship crude oil,

•

regulation of the Partnership's tariffs on its Lakehead and North Dakota Systems by the Federal Energy Regulatory Commission and the possibility of unfavorable outcomes of future tariff proceedings, and

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the effects of competition, in particular, by other pipeline systems.

If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, actual results may vary materially from those described in this Form 10-K. Except as required by applicable securities laws, the Partnership does not intend to update these forward-looking statements. For additional discussion of such risks, uncertainties and assumptions, see "Items 1 & 2. Business and Properties—Risk Factors" included elsewhere in this Form 10-K.

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Glossary

        The following abbreviations, acronyms, or terms used in this Form 10-K are defined below:

Act	Pipeline Safety Act
ADOE	Alberta Department of Energy
Bbl	Barrel of liquids (approximately 42 U.S. gallons)
Bpd	Barrels per day
CAA	Clean Air Act
CAPP	Canadian Association of Petroleum Producers
CERCLA	Comprehensive Environmental Response, Compensation, and Liability Act
Cdn.	Amount denominated in Canadian dollars
CWA	Clean Water Act
DNR	Department of Natural Resources
DOT	Department of Transportation
East Texas	Enbridge (East Texas) L.L.C. and subsidiaries
East Texas System	Gathering, treating and processing natural gas assets owned by East Texas
EBITDA	Earnings before Interest, Taxes, Depreciation, and Amortization
Enbridge	Enbridge Inc.
Enbridge Mustang	Enbridge Holdings (Mustang) Inc.
Enbridge North Dakota	Enbridge Pipelines (North Dakota) L.L.C.
Enbridge System	Canadian portion of the System
Enbridge Pipelines	Enbridge Pipelines Inc.
Enbridge U.S.	Enbridge (U.S.) Inc.
EPA	Environmental Protection Agency
Epu	Earnings per unit
Equilon	Equilon Pipeline Company L.L.C.
Express Pipeline	Express Pipeline Ltd.
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
General Partner	Enbridge Energy Company, Inc.
ICA	Interstate Commerce Act
Lakehead System	U.S. portion of the System
LIBOR	London Interbank Offered Rate—British Bankers Association's average settlement rate for deposits in U.S. dollars
Line 9	A section of the Enbridge System that extends from Sarnia, Ontario to Montreal, Quebec
Midcoast	Midcoast Energy Resources, Inc.
Mmbtu/d	Million British thermal units per day
MMcf/d	Million cubic feet per day
Mobil	Mobil Pipe Line Company
Mustang	Mustang Pipe Line Partners
NEB	National Energy Board
NGL or NGLs	Natural gas liquids
North Dakota System	Liquids petroleum pipeline system owned by Enbridge North Dakota
NYSE	New York Stock Exchange

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Operating Partnership	Enbridge Energy, Limited Partnership
OPS	Office of Pipeline Safety
PADD	Petroleum Administration for Defense Districts
PADD 2	Consists of Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee and Wisconsin
PADD 3	Consists of Alabama, Arkansas, Louisiana, Mississippi, New Mexico and Texas
Partnership Agreements	Amended and Restated Agreements of Limited Partnership of the Partnership and Operating Partnership
Partnership	Enbridge Energy Partners, L.P. and subsidiaries
PPIFG-1	Producer Price Index for Finished Goods minus 1%
RCRA	Resource Conservation and Recovery Act
SEC	Securities and Exchange Commission
SEP II	System Expansion Program II
Settlement Agreement	A FERC approved settlement agreement, signed October 1996
SFAS	Statement of Financial Accounting Standards
SFPP	Santa Fe Pacific Pipelines, L.P.
System	The combined operations of the Lakehead System and the Enbridge System
Tariff Agreement	A 1998 offer of settlement filed with the FERC
Terrace	Terrace Expansion Program
Tidal	Tidal Energy Marketing Inc.

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PART I

Items 1 & 2. Business and Properties

Overview

        The Partnership is a publicly traded Delaware limited partnership (NYSE symbol: "EEP"), that owns and operates a regulated liquids pipeline business and a natural gas gathering and processing business in the United States. The Partnership was formed in 1991 to acquire, own, and operate the Lakehead System, a regulated crude oil and NGL pipeline business of the General Partner, a wholly-owned subsidiary of Enbridge Pipelines. Enbridge Pipelines is a Canadian company ultimately owned by Enbridge of Calgary, Alberta, Canada. During 2001, the Partnership acquired the North Dakota System from Enbridge and the East Texas System from a non-related third party. The assets acquired are held in subsidiaries owned, directly or indirectly, 100% by the Partnership.

        The General Partner owns a 11.8% limited partner interest (in the form of 3,912,750 Class B Common Units) and a 1% general partner interest in the Partnership, as well as a 1% general partner interest in the Operating Partnership. The remaining 87.2% limited partner interest in the Partnership is represented by 29,053,634 publicly traded Class A Common Units.

        The most significant asset and the largest contributor to Partnership earnings continues to be the Lakehead System. For 2001, approximately 98% of the consolidated earnings of the Partnership were derived from the Lakehead System. The Lakehead System in the United States and the Enbridge System in Canada together form the longest liquid petroleum pipeline system in the world. In this document, the combined operations of the Lakehead System and the Enbridge System are referred to as the System. The Partnership and Enbridge Pipelines transport crude oil and other liquid hydrocarbons for others through the System. The System is the primary transporter of crude oil from western Canada to the United States and is the only pipeline that transports crude oil from western Canada to the province of Ontario, Canada. The System serves all the major refining centers in the Great Lakes region of the United States, as well as Ontario and, through interconnects, the Patoka/Wood River pipeline hub and refining center in southern Illinois.

        The System extends from Edmonton, Alberta, across the Canadian prairies to the U.S. border near Neche, North Dakota. From Neche the System continues to Superior, Wisconsin where it splits into two branches, with one branch traveling through the upper Great Lakes region and the other through the lower Great Lakes region of the United States. Both branches reenter Canada near Marysville, Michigan. From Marysville the System continues to Toronto, Ontario with lateral lines to Nanticoke, Ontario and the Buffalo, New York area. Another part of the System, Line 9, originates in Montreal, Quebec, and continues west to serve Sarnia, Ontario refineries. The System is approximately 3,100 miles long, of which approximately 1,880 miles are in the United States.

        Shipments tendered to the System primarily originate in oil fields in the western Canadian provinces of Alberta, Saskatchewan, Manitoba and British Columbia and in the Northwest Territories of Canada. Shipments reach the System through facilities owned and operated by third parties or affiliates of Enbridge Pipelines. Deliveries from the System are currently made in the prairie provinces of Canada and, through the Lakehead System, to the Great Lakes and Midwest regions of the United States and to the Province of Ontario. These deliveries are made principally to refineries either directly or through connecting pipelines of other companies.

        All scheduling of shipments (including routes and storage) is handled by Enbridge Pipelines in coordination with the Partnership. The Lakehead System includes 15 connections to pipelines and refineries at various locations in the United States, including the refining areas in and around Chicago, Illinois; Minneapolis-St. Paul, Minnesota; Detroit, Michigan; Toledo, Ohio; Buffalo and Patoka/Wood River. The Lakehead System has three main terminals at Clearbrook, Minnesota, Superior and Griffith,

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Indiana. The terminals are used to gather crude oil prior to injection into the Lakehead System and to provide tankage in order to allow for more flexible scheduling of oil movements.

Business Strategy

        The primary strategy of the Partnership is to grow cash distributions through the profitable expansion of the Lakehead System and through development and acquisition of complementary businesses with similar risk profiles to the Partnership's current crude oil and NGL transportation business. The Partnership plans to expand the Lakehead System's capacity through the construction of Terrace Phase III and to enhance the efficiency of the system where appropriate.

        The Partnership will continue to analyze potential acquisitions, with a focus on crude oil, refined products and natural gas pipelines, terminals and related facilities. Major oil and gas companies have sold non-strategic assets in recent years, continuing the trend of rationalization of the energy infrastructure in the United States. The Partnership expects this trend to continue and believes it is well positioned to participate in these opportunities. The Partnership will seek out opportunities throughout the United States, particularly in the U.S. Gulf Coast area.

Properties

        The Lakehead System consists of approximately 3,300 miles of pipe with diameters ranging from 12 inches to 48 inches, 63 pump station locations with a total of approximately 667,000 installed horsepower and 58 crude oil storage tanks with an aggregate working capacity of approximately 10 million barrels. The Lakehead System requires approximately 14 million barrels of oil in the pipeline for operation, all of which is owned by the shippers. The Lakehead System regularly transports up to 43 different types of liquid hydrocarbons including light, medium and heavy crude oil (including bitumen), condensate, synthetic crudes and NGL.

        The Lakehead System is comprised of a number of separate segments as follows:

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Canadian border to Clearbrook segment including portions of four pipelines consisting of 18-, 20-, 26-, and 34-inch diameter pipe, respectively, and a fifth line consisting of 36- and 48-inch diameter pipe with a total annual capacity of 1,727,000 bpd;



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Clearbrook to Superior segment including portions of three pipelines consisting of 18-, 26-, and 34-inch diameter pipe, respectively, with a total annual capacity of 1,395,000 bpd. This segment includes approximately 80 miles of 48-inch pipeline looping that increases the capacity of this segment;



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Superior to Marysville segment consisting of 30-inch diameter pipe with a total annual capacity of 491,000 bpd;



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Superior to Chicago area segment including two pipelines of 24- and 34-inch diameter pipe with a total annual capacity of 889,000 bpd;



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Chicago area to Marysville segment consisting of a 30-inch diameter pipe with a total annual capacity of 333,000 bpd; and



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Canadian border to Buffalo segment consisting of 12- and 20-inch diameter pipe with a total annual capacity of 74,000 bpd.

        Estimated annual capacities noted above take into account receipt and delivery patterns and ongoing pipeline maintenance, and reflect achievable pipeline capacity over long periods of time.

        The Partnership believes that the Lakehead System has been constructed and is maintained substantially in accordance with applicable federal, state and local laws and regulations, standards prescribed by the American Petroleum Institute, American Society of Mechanical Engineers or other

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technical associations and accepted industry practice. The Partnership attempts to control external corrosion of the pipeline through the use of pipe coatings and cathodic protection systems and monitors the integrity of the Lakehead System through a program of periodic internal inspections using electronic instruments. At intervals not exceeding 3 weeks, but at least 26 times each calendar year, the entire pipeline right of way is inspected from the air. In addition, trained and skilled operators use computerized monitoring systems to identify pressure drops or abnormal conditions that might indicate potential disruptions in flow, and operate remote-controlled valves and pumps that allow the Lakehead System to be shut down quickly if necessary.

Acquisitions

        During 2001, the Partnership began executing its strategic plan to diversify its energy transportation business. Effective May 18, 2001, the Partnership acquired the North Dakota System from Enbridge for $35.4 million, which included working capital and transaction costs. This system gathers crude oil from approximately 36 oil fields in North Dakota and Montana and receives Canadian crude oil via an interconnect with Enbridge's gathering system in Saskatchewan, Canada. Deliveries are made primarily to the Lakehead System at Clearbrook.

        The North Dakota System includes 330 miles of crude oil gathering lines connected to a 620-mile trunk line. Pipe diameters range from 4 inches to 16 inches and have an operating capacity of 84,000 bpd. The North Dakota System also has 15 pump stations and 12 storage tank facilities that store more than 715,000 bbls of crude oil.

        Effective November 30, 2001, the Partnership acquired natural gas gathering, treating and processing assets located in east Texas for cash of $230.5 million. The East Texas System purchases natural gas directly from producers and/or provides downstream transportation services to the major intrastate and interstate pipelines in east Texas. The East Texas System also delivers natural gas to local industrial and power plant markets, which are connected directly to the pipeline system.

        The East Texas System includes approximately 2,000 miles of gathering and transmission pipelines and 37 field compressors with 35,000 total horsepower. The gathering assets consist of a network of pipelines that collect natural gas from producing wells and transport it to other pipelines for further transmission. Approximately 400,000 Mmbtu/d of natural gas flows into the pipelines from 440 receipt points. Much of the pipeline is 8 inch to 12 inch diameter pipe with smaller 4 inch to 6 inch gathering lines and larger 14 inch to 20 inch transmission lines creating an integrated gathering and intrastate transportation system. The Partnership derives revenues from gathering systems by transporting natural gas owned by others through its pipelines for a transportation fee, and by purchasing natural gas and utilizing its pipelines to transport the natural gas to a customer in another location where it is resold.

        The East Texas System includes four sour gas treating facilities that remove hydrogen sulfide, carbon dioxide and water from the natural gas stream. These plants have a combined capacity of approximately 595 MMcf/d. Sulfur recovery and handling services are provided at some plants, and the East Texas System has the ability to move sour gas through a significant part of its gathering lines. The revenue for these services are incremental to those collected for transporting the natural gas.

        The East Texas System also includes three cryogenic gas processing plants, which process natural gas gathered by its pipelines. The plants allow the extraction of NGLs from a natural gas stream. Gas is processed when the market value of the NGLs and processed gas exceeds the market value of the unprocessed natural gas. The Partnership's natural gas processing revenues are realized from the extraction and sale of NGLs as well as the sale of the residual natural gas.

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Title to Properties

        The Partnership conducts business and owns properties located in eleven states: Wisconsin, Minnesota, Illinois, Indiana, Michigan, Ohio, New York, Montana, North Dakota, Texas and Louisiana. In general, the Lakehead, North Dakota and East Texas Systems are located on land owned by others and are operated under perpetual easements and rights of way, licenses or permits that have been granted by private land owners, public authorities, railways or public utilities.

        The pumping stations, tanks, terminals and certain other facilities of the systems are located on land that is owned by the Partnership, except for five pumping stations that are situated on land owned by others and used by the Partnership under easements or permits. An affiliate of the General Partner acquired parcels of property for the benefit of the Partnership to allow for the construction of SEP II. The affiliate is continuing to sell these parcels to third parties while retaining an easement for the benefit of the Partnership. See "Item 13. Certain Relationships and Related Transactions."

        Substantially all of the Lakehead System assets are subject to a first mortgage securing indebtedness of the Operating Partnership.

Risk Factors

        An inadequate supply of western Canadian crude oil can adversely affect the Partnership's business. The supply of western Canadian crude oil was negatively impacted by low world oil prices in 1998 and early 1999. Since oil prices stabilized in late 1999, there has been a shift in focus to natural gas drilling rather than oil, due to the favorable natural gas price environment. The Partnership's ability to increase deliveries and to expand the Lakehead System in the future also depends upon increased supplies of western Canadian crude oil. For a discussion of the forecast for the future supply of crude oil produced in western Canada, see "—Supply of and Demand for Western Canadian Crude Oil."

        Demand for western Canadian crude oil and NGL in the geographic areas served by the Lakehead System is affected by the delivery of other crude oil and refined petroleum products into the same areas. Existing pipeline capacity for the delivery of crude oil to the U.S. upper Midwest, the primary destination market served by the Lakehead System, exceeds current refining capacity. The Partnership believes that the System has several advantages over other transporters of crude oil with which it competes and the System is among the lowest cost transporters of crude oil and NGL in North America based on costs per barrel mile transported. See "—Competition."

        Commodity price exposure is inherent in gas purchase and resale activities and in gas processing, both of which are conducted on the East Texas System. To the extent the Partnership engages in hedging activities to reduce the commodity price exposure, it may be prevented from realizing the benefits of price increases above the level of the hedges. Further, hedging contracts are subject to the risk that the other party may prove unable or unwilling to perform its obligations under such contracts.

        The Partnership is subject to the risk that changes may occur in existing economic conditions, fuel conservation measures, alternative fuel requirements, governmental regulation or technological advances in fuel economy and energy generation devices. Any of these factors could reduce the demand for crude oil, other liquid hydrocarbons and natural gas in the areas in which deliveries are made by the Partnership's systems. In addition, reduced throughput on the systems could result from testing, line repair, reduced operating pressures, reduced crude oil and natural gas supply, regulatory restrictions on system utilization or other causes.

        The operations of the Partnership are subject to federal and state laws and regulations relating to environmental protection and operational safety; compliance with these regulations may increase the Partnership's costs and reduce its revenues. Although the Partnership believes that the operations of its systems are in substantial compliance with applicable environmental and safety regulations, risks of

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substantial costs and liabilities are inherent in pipeline operations, and such costs and liabilities could be incurred. See "—Environmental and Safety Regulation."

        The Partnership periodically files tariff rate increases and decreases with FERC for the Lakehead and North Dakota Systems. A tariff agreement between the Partnership and customer representatives sets forth parameters governing the tariff changes associated with SEP II, Terrace, and related expansion projects on the Lakehead System. Notwithstanding this agreement, any shipper who is not a party to the agreement could challenge any existing or future rate filings. Any challenge, if successful, could have a material adverse effect on the Partnership. For a discussion of FERC regulation, Partnership tariff rates and the tariff agreement, see "—Regulation" and "—Tariffs."

        The rates charged for certain services related to interconnects with other interstate pipelines on the East Texas System are regulated by the FERC under the Natural Gas Policy Act of 1978. Although the East Texas System is not subject to FERC jurisdiction under the Natural Gas Act, the FERC continually proposes and implements new rules and regulations affecting the natural gas industry and rates subject to the FERC's jurisdiction. New initiatives or orders could impact the rates charged for services.

        The Partnership's ability to increase earnings and cash distributions will depend, in part, upon the ability to identify and complete acquisition opportunities on favorable terms. Growth through acquisitions, and the future operating results and success of such acquisitions, may be subject to the effects of, and changes in, laws and regulations, political and economic developments, inflation rates, taxes, financing capability and operating conditions.

        The Partnership's General Partner is related to both Enbridge and the Partnership, which could result in conflicts of interest between the Partnership and Enbridge from time to time. The partnership agreement limits the fiduciary duties of the General Partner to the Partnership, and the unit holders have effectively consented to various actions and conflicts that might otherwise be deemed a breach of fiduciary or other duties under law. Conflicts could arise regarding time and amount of capital expenditures, borrowing, issuance or purchase of units, and allocation of resources. As a result of the reversal of the flow of Line 9 in 1999, Enbridge Pipelines competes with the Partnership to supply crude oil to the Ontario market.

Regulation

FERC Regulation

        The Partnership's interstate common carrier pipeline operations are subject to rate regulation by the FERC under the version of the ICA applicable to oil pipelines. The ICA requires that petroleum products and crude oil common carrier pipeline rates be just, reasonable and non-discriminatory. The ICA permits challenges to new, changed and existing rates through either a "protest" or "complaint." At the FERC, a protest normally applies only to a proposed change in a pipeline's rates or practices and subjects the pipeline to a forward-looking investigation and possible refund obligation. The FERC can also choose to suspend the proposed change for up to seven months from the proposed date of the change. A complaint, by comparison, typically applies to an existing rate or practice and subjects the pipeline, in some circumstances, to possible two-year retroactive liability for past rates or practices found to be unlawful.

        The FERC utilizes a simplified ratemaking methodology for oil pipelines that prescribes an indexing methodology for setting rate ceilings. As described in FERC Orders No. 561 and No. 561-A, the index used is the PPIFG-1. Rate ceiling levels are increased or decreased each July 1. The PPIFG-1 index for use beginning on July 1, 2001, was approximately 2.8%. Inflationary rate changes prescribed under the FERC's indexing methodology may be different than changes in the Partnership's costs. Indexed rates are subject both to protests and to complaints, but in either case the FERC's existing

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regulations specify that the party challenging a rate must show reasonable grounds for asserting that the amount of any rate increase resulting from application of the index is so substantially in excess of the pipeline's increase in costs as to be unjust and unreasonable (or alternatively, that the amount of any rate decrease is so substantially less than the actual cost decrease incurred by the pipeline that the rate is unjust and unreasonable).

        The FERC has stated that, as a general rule, crude oil pipelines must utilize the indexing methodology to change rates. However, the FERC has retained cost-based ratemaking, market-based rates and settlements as alternatives to the indexing approach. A pipeline can follow a cost-based approach when it can demonstrate that there is a substantial divergence between the actual costs experienced by the carrier and the rates resulting from application of the index. Under FERC's cost-based methodology, crude oil pipeline rates are permitted to generate operating revenues, based on projected volumes, not greater than the total of operating expenses, depreciation and amortization, federal and state income taxes and an overall allowed rate of return on the pipeline's rate base. In addition, a pipeline can charge market-based rates if it first establishes that it lacks significant market power in a particular relevant market, and a pipeline can establish rates pursuant to a settlement if agreed upon by all current shippers. Initial rates for new services can be established through a cost-based filing or through an uncontested agreement between the pipeline and at least one shipper not affiliated with the pipeline.

Other Regulation

        The governments of the United States and Canada have, by treaty, agreed to ensure nondiscriminatory treatment for the passage of oil and gas through the pipelines of one country across the territory of the other. Individual border crossing points require U.S. government permits that may be terminated or amended at the will of the U.S. government. These permits provide that pipelines may be inspected by or subject to orders issued by federal or state government agencies.

Tariffs

Rate Cases

        The Partnership had several rate cases pending before the FERC during the period from 1992 to 1996. The primary issue was the applicability of the FERC's Opinion 154-B/C trended original cost methodology. In 1995 and 1996, the FERC issued decisions on the Partnership's 1992 tariff rate increase that determined the Partnership was entitled to use the FERC's Opinion No. 154-B/C rate methodology, although it was not entitled to recover in its cost of service a tax allowance with respect to income attributable to limited partners who are not corporations or other similar entities.

        In October 1996, the FERC approved the Settlement Agreement between the Partnership, CAPP, and ADOE on all then-outstanding contested tariff rates. The Settlement Agreement provided for a tariff rate reduction of approximately 6% and total rate refunds and interest of $120.0 million through the effective date of October 1, 1996, with interest accruing thereafter on the unpaid balance. Effective November 22, 1999, the $120.0 million refund and related interest were fully repaid.

        The Settlement Agreement also provided for the terms of an incremental tariff rate surcharge for a period of 15 years to recover the cost of, and allow a return on, the Partnership's investment in SEP II. The rate of return on this investment is based, in part, on the utilization level of the additional capacity constructed. As specified in the Settlement Agreement, higher utilization results in a greater rate of return, subject to a minimum and maximum rate of return of 7.5% and 15.0%, respectively. The tariff rate surcharge is recomputed on a cost of service basis and filed with FERC each year. The Settlement Agreement further provided that the agreed underlying tariff rates would be subject to indexing as prescribed by FERC regulation and that CAPP and ADOE would not challenge any rates within the indexed ceiling for a period of five years, which expired in October 2001. See

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"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,—Other Matters,—Regulatory Matters."

Tariff Agreement

        In 1998, the Partnership filed the Tariff Agreement with the FERC to facilitate the filing of tariff rate surcharges in late 1998 and early 1999. This filing consolidated the 1996 Settlement Agreement for SEP II and other significant agreements with customers concerning Terrace and the transportation of heavy crude oil. The FERC found the Tariff Agreement a reasonable compromise and approved it on the grounds that it is fair, reasonable, and in the public interest.

        With respect to Terrace, the Tariff Agreement included terms governing a tariff surcharge associated with the project. A fixed toll increase of Cdn. $0.05 per barrel for the movement of light crude oil from Edmonton to the Chicago area was allocated approximately Cdn. $0.02 ($0.013 U.S.) to the Partnership and Cdn. $0.03 to Enbridge. Effective April 1, 2001, Enbridge and the Partnership agreed to reallocate the Cdn. $0.05 per barrel Terrace toll surcharge, Cdn. $0.04 ($0.026 U.S.) to the Partnership and Cdn. $0.01 to Enbridge. This reallocation is permitted under the terms of the Agreement and was done in an effort to rebalance the project economics between the parties as a result of volume shortfalls, for which the Partnership is completely at risk. This toll will be in effect until April 1, 2004, when, absent any agreement from Enbridge stating otherwise, the toll allocation to the Partnership will change to Cdn. $0.01 ($0.007 U.S.) per barrel. The Terrace incremental toll is also subject to increase or decrease based on changes in other defined circumstances. The portion of the agreement associated with Terrace also established in-service and notice dates for future phases of the expansion program. CAPP provided notice to construct Phase III of Terrace in June 2001. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,—Other Matters,—Future Prospects,—Terrace Expansion Program."

Other Pipeline Rate Cases

        On January 13, 1999, the FERC issued Opinion No. 435 in a case involving SFPP, which addressed various issues of interest to FERC-regulated publicly traded partnerships and other oil pipelines. These included application of FERC's Opinion No. 154-B/C rate methodology and income tax allowances for publicly traded partnerships. The FERC issued rehearing orders on May 17, 2000 (Opinion No. 435-A) and September 13, 2001 (Opinion No. 435-B) that largely reconfirmed the rulings in Opinion No. 435. These orders remain subject to further rehearing on certain issues, as well as judical review. If the SFPP opinion is not changed on further rehearing by FERC or on review by a court of appeals, and if it were applied to the Partnership in some future rate proceedings, the impact to the Partnership, positive or negative, would be dependent upon the specific application of the rulings in that opinion to the Partnership.

        Many of the ratemaking issues contested in the Partnership's rate cases, in particular the FERC's oil pipeline ratemaking methodology, have not been reviewed by a federal appellate court. Judicial review, whether or not in a case directly involving the Partnership, could ultimately result in the implementation of alternative ratemaking methodologies that could have a material adverse effect on the Partnership.

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Tariffs

        Under published tariffs for transportation on the Lakehead System, the rates for light crude oil from key receipt locations to principal delivery points at January 1, 2002 (including the tariff surcharges related to SEP II and Terrace) are set forth below.

	Published Tariff Per Barrel
Canadian border near Neche to Clearbrook	$	0.171
Canadian border near Neche to Superior	$	0.334
Canadian border near Neche to Chicago area	$	0.683
Canadian border near Neche to Marysville area	$	0.816
Canadian border near Neche to Buffalo area	$	0.836
Chicago to the international border near Marysville	$	0.302

        The rates at January 1, 2002 for medium and heavy crude oils are higher and those for NGL are lower than the rates set forth in the table to compensate for differences in costs for shipping different types and grades of liquid hydrocarbons. The Partnership periodically adjusts its tariff rates as allowed under FERC's indexing methodology and the Tariff Agreement and will file an updated SEP II surcharge to be effective April 1, 2002. This filing will include any differences between the SEP II surcharge filed in 2001 and actual results for the year, as well as an estimate for 2002. Overall, the Partnership believes that the surcharge will remain relatively consistent with 2001 levels.

Deliveries from the Lakehead System

        Deliveries from the Lakehead System are made in the Great Lakes and Midwest regions of the United States and in Ontario, principally to refineries, either directly or through connecting pipelines of other companies. Major refining centers within these regions are located near Sarnia, Nanticoke, Toronto, Minneapolis-St. Paul, Superior, Chicago, the Patoka/Wood River area, Detroit, Toledo, and Buffalo areas. Crude oil and NGL transported by the Lakehead System are feedstock for refineries and petrochemical plants.

        The U.S. government segregates the United States into five PADDs, for purposes of its strategic planning to ensure crude oil supply to key refining areas in the event of a national emergency. The oil industry utilizes these districts in reporting statistics regarding oil supply and demand. The Lakehead System services the northern tier of PADD 2. U.S. governmental publications project that crude oil demand in this area will remain relatively constant over the next 10 years. In addition, these publications project the total supply of crude oil, from producing areas in the U.S. southwest, Rocky Mountains and Midwest that currently serve the entire PADD 2 market, to decline in the near term as reserves are depleted, resulting in a need for additional supplies of crude oil to replace the continuing demand. As a result of these factors, the Partnership believes that the Lakehead System will be able to exceed its 2001 level of deliveries into PADD 2 during the next 10 years.

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        The following table sets forth Lakehead System average deliveries per day and barrel miles for each of the years in the five-year period ended December 31, 2001.

		Deliveries
		2001	2000	1999	1998	1997
		(Thousands of bpd)
United States
	Light crude oil	292	321	299	338	282
	Medium and heavy crude oil	663	630	575	627	652
	NGL	5	25	24	27	26
	Total United States	960	976	898	992	960
Ontario
	Light crude oil	174	174	282	366	355
	Medium and heavy crude oil	77	85	87	97	98
	NGL	104	103	102	107	99
	Total Ontario	355	362	471	570	552
Total Deliveries		1,315	1,338	1,369	1,562	1,512
Barrel miles (billions per year)		333	341	350	391	389

Supply of and Demand for Western Canadian Crude Oil

Supply

        Substantially all of the liquid petroleum delivered through the Lakehead System originate in oilfields in western Canada. The Lakehead System also receives:

•

U.S. and Canadian production at Clearbrook through a connection with the North Dakota System;



•

U.S. production at Lewiston, Michigan; and



•

both U.S. and offshore production in the Chicago area.

Changes in supply from western Canada directly affect movements through the Enbridge System and, therefore, the supply available for transportation through the Lakehead System. Enbridge regularly prepares forecasts of western Canadian crude oil, which take into account deliveries on the Lakehead System. This is a long-term outlook, which incorporates updated supply projections from producers of both conventional and non-conventional sources of crude oil. The forecast includes supply from existing operations, proposed expansions of existing operations and production from selected projects proposed for development.

        The forecast developed by Enbridge in early 2002 projects that the supply of western Canadian crude oil will be approximately 2.1 million bpd in 2002 and approximately 2.2 million bpd in 2003. This forecast projects the supply of crude oil to rise to approximately 2.3 million bpd in 2004 and to approximately 2.8 million bpd by 2011. The forecast was made subject to numerous uncertainties and assumptions, including a crude oil price ranging from $23-$26 per bbl from 2002 to 2011. On February 20, 2002, the benchmark West Texas Intermediate crude oil price closed at $20.29 per bbl.

        The Partnership believes that the outlook for increased crude oil production in western Canada continues to be positive, as evidenced by the Enbridge forecast and CAPP's request to proceed with Terrace Phase III. The timing of growth in the supply of western Canadian crude oil, however, will depend upon the level of crude oil prices, oil drilling activity and the timing of completion of projects to produce heavy and synthetic oil from the Alberta oil sands. The Partnership anticipates that 2002

13

deliveries on the Lakehead System will average approximately 1.33 million to 1.40 million bpd based on the most recent survey of shippers.

Demand

        The Lakehead System services the northern tier of PADD 2. The Partnership believes that modestly increasing crude oil demand and declining inland U.S. domestic production will contribute to an increasing need to import crude oil into PADD 2. The Partnership also believes that PADD 2 will continue to provide an excellent market for western Canadian producers as returns to crude oil producers are expected to be attractive. Moreover, the Partnership believes that PADD 2 will remain the most attractive market for western Canadian supply since it is currently the largest North American processor of western Canadian heavy crude oil and has the most refinery processing capacity available to Canadian producers.

        Although western Canadian heavy crude oil producers experience competition from Venezuelan and Mexican heavy crude oil in PADD 2, western Canadian heavy crude oil is expected to remain the largest heavy supply source for the region. The Partnership believes that Latin American heavy crude oil will continue to provide modest amounts of supply to the PADD 2 region. The Partnership expects that producers of Latin American heavy crude oil will focus on the PADD 3 and Asian markets, where processing arrangements with refineries are available.

        The most recent Enbridge forecast projects demand for exports from western Canada to the United States to increase to approximately 1.67 million bpd in 2006 and to approximately 2.0 million by 2011. The 2011 forecast exports to the U.S. market is 700,000 bpd higher than expected 2002 exports. PADD 2 is expected to receive approximately 1.30 million bpd in 2006, and 1.54 million bpd in 2011.

        Demand for crude oil and NGL in the Province of Ontario is expected to remain at approximately 580,000 bpd over the next 10 years. Since 1999, the Partnership's deliveries to the Province of Ontario have been impacted by the reversal of Line 9 from Montreal to Sarnia. The Partnership's deliveries to the Province of Ontario are forecasted to be approximately 400,000 bpd throughout the forecast period.

Customers

        The Lakehead System operates under month-to-month transportation arrangements with its shippers. During 2001, 39 shippers tendered crude oil and NGL for delivery through the Lakehead System. These customers included integrated oil companies, major independent oil producers, refiners and marketers. Shipments by the top ten shippers during 2001 accounted for approximately 89% of total revenues during that period. Revenue from BP Canada Energy Company and ExxonMobil Canada Energy accounted for approximately 24% and 20%, respectively, of total operating revenue generated by the Lakehead System during 2001. The remaining shippers each accounted for less than 10% of total revenues. See Note 10 to the Partnership's Consolidated Financial Statements.

Capital Expenditures

        In 2001, the Partnership made capital expenditures of $35.0 million, of which $9.4 million was for pipeline system enhancements, $9.3 million for core maintenance activities and $16.3 million for Terrace. These amounts do not include the acquisition costs for the North Dakota and the East Texas Systems. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

Taxation

        For U.S. federal and state income tax purposes, the Partnership is not a taxable entity. Federal and state income taxes on Partnership taxable income are borne by the individual partners through the

14

allocation of Partnership taxable income. Such taxable income may vary substantially from net income reported in the statement of income.

Competition

        Because pipelines are the lowest cost method for intermediate and long haul movement of crude oil over land, the System's most significant existing competitors for the transportation of western Canadian crude oil are other pipelines. In 2001, the Enbridge System transported approximately 65% of total western Canadian crude oil production. The remainder of 2001 western Canadian crude oil production was refined in Alberta or Saskatchewan or transported through other pipelines. Of the pipelines transporting western Canadian crude oil out of Canada, the System provides approximately 75% of the total pipeline design capacity. The remaining 25% of design capacity is shared by five other pipelines transporting crude oil to British Columbia, Washington, Montana, and other states in the U.S. Northwest.

        Competition among common carrier pipelines is based primarily on transportation charges, access to producing areas and proximity to end users. The Partnership believes that high capital requirements, environmental considerations and the difficulty in acquiring rights of way and related permits make it difficult for a competing pipeline system comparable in size and scope to the System to be built in the foreseeable future.

        Express Pipeline owns and operates a 170,000 bpd capacity pipeline that carries western Canadian crude oil to the U.S. Rocky Mountain region, where it connects to a 125,000 bpd capacity pipeline system. This connecting pipeline serves the Patoka/Wood River market area. Express Pipeline began service in early 1997. The System, however, offers lower tolls into Chicago and Patoka than Express Pipeline and competitive tolls into Wood River. In addition, the System does not require shipper volume commitments as currently required by Express Pipeline.

        The System encounters competition in serving shippers to the extent that shippers have alternative opportunities for transporting liquid hydrocarbons from their sources to customers. In selecting the destination for their supplies of crude oil, sellers generally desire to use the alternative that results in the highest return to them. Generally, it is expected that sellers will receive the highest return from markets served by the System, but alternate markets may, for periods of time, offer equal or better returns for the seller. Such markets could potentially include the U.S. Rocky Mountain region for sweet crude oil and the state of Washington market for light sour crude oil.

        In the United States, the Lakehead System encounters competition from other crude oil and refined product pipelines and other modes of transportation delivering crude oil and refined products to the refining centers of Minneapolis-St. Paul, Chicago, Detroit and Toledo and the refinery market and pipeline hub located in the Patoka/Wood River area. The Lakehead System transports approximately 54% of all crude oil deliveries into the Chicago area, approximately 86% of all crude oil deliveries into the Minneapolis-St. Paul area and approximately 62% of all deliveries of crude oil to Ontario.

Environmental and Safety Regulation

General

        The operations of the Partnership are subject to federal, state and local laws and regulations relating to protection of the environment and safety. Although the Partnership believes that the operations of the Lakehead, North Dakota and East Texas Systems are in substantial compliance with applicable environmental and safety laws and regulations, the risk of substantial liabilities is inherent in pipeline operations, and the Partnership could incur substantial liabilities. To the extent that the

15

Partnership is unable to recover environmental costs in its rates (if not recovered through insurance), the Partnership could be subject to material costs.

        In general, the Partnership expects to incur future ongoing expenditures to comply with industry and regulatory environment and safety standards. The Partnership does not expect that such expenditures, to the extent they can be estimated, will have a material adverse effect on the Partnership.

Air

        The operations of the Partnership are subject to the federal CAA and comparable state statutes. The main impact of these regulations on the Partnership is the requirement to obtain and maintain permit authorizations to operate facilities that emit air contaminants to the atmosphere. These authorizations generally impose emission limits and controls as well as establish monitoring and reporting procedures to demonstrate compliance. Federal and State laws provide varying civil and criminal penalties and liabilities in the case of violations of permit authorizations or in the case of failure to obtain such authorizations. The Partnership is unaware of any significant violations of air quality requirements and expenses of routine compliance with these regulations are not expected to have a material adverse impact on the Partnership.

Water

        The federal CWA, as amended, imposes strict controls on the discharge of any pollutant, including oil, into the waters of the United States. The CWA provides penalties for any such discharge, imposes liability for clean-up costs and natural resource damage, and allows for third party lawsuits. As required by the CWA, the Partnership has developed Facility Response Plans, which are designed to prevent contamination of waters in the event of a petroleum overflow, rupture or leak, and has submitted these plans to, and received the approval of, the OPS of the U.S. DOT. The federal Safe Drinking Water Act of 1974, as amended, further regulates discharges into groundwater. State laws also provide varying civil and criminal penalties and liabilities in the case of a release of pollutants into surface water or groundwater. Expenses of routine compliance with these and other similar regulations are not expected to have a material adverse impact on the Partnership.

Remediation Matters

        Contamination resulting from spills of crude oil and petroleum products is not unusual within the petroleum pipeline industry. Historic spills along the Lakehead System as a result of past operations may have resulted in soil or groundwater contamination. The Partnership is continuing to address known sites through monitoring and remediation programs. Currently, expenses relating to such remediation programs are not expected to have a material adverse impact on the Partnership.

Superfund

        The CERCLA, as amended, also known as "Superfund," and comparable state laws impose liability, without regard to fault or the legality of the original act, on certain classes of persons that contribute to the release of a "hazardous substance" into the environment. In the course of its ordinary operations, the Partnership's systems generate wastes, some of which fall within the federal and state statutory definitions of a "hazardous substance" and some of which were historically disposed of at sites that may require cleanup under Superfund and related state statutes. The Partnership is unaware of any such obligations at this time.

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Waste

        The Partnership generates hazardous and non-hazardous solid wastes that are subject to requirements of the federal RCRA and comparable state statutes. The Partnership believes that operations of its systems are in substantial compliance with such statutes in all states in which it operates.

Pipeline Safety Legislation and Regulation

        The operations of the Lakehead System are subject to construction, operating and safety regulation under the Act as applied by the OPS. Various other federal, state and local legislative and regulatory requirements also affect construction, maintenance and operation practices. The Act has been amended periodically requiring OPS to consider environmental impacts and cost-benefit analysis, in addition to its traditional public safety considerations, when developing pipeline safety regulations. Among the amendments, OPS was mandated to establish pipeline operator qualification rules that were issued in 1999 and which came into effect during 2001. Other requirements include mandating OPS to establish a national pipeline mapping and records system, evaluating the feasibility of requiring additional valves and/or remotely operated valves and completing the identification of areas "unusually environmentally sensitive" to leaks from liquid pipelines. In December 2000, the OPS issued final rules defining "unusually environmentally sensitive areas" and is in the process of identifying and mapping these distinct areas throughout the U.S. As well, in December 2000, OPS issued final rules for "Pipeline Integrity Management in High Consequence Areas". In December 2001, OPS issued final rules for more prescriptive corrosion protection standards, and for more stringent spill reporting requirements for liquid pipelines. These more strigent requirements were generally consistent with existing industry codes and standards. The Partnership has submitted pipeline maps and descriptive detail to OPS as part of its voluntary national mapping and records system and is in the process of enhancing its integrity management program for liquid pipelines to meet the new regulatory requirements. The recently issued rules or proposed rules are comprehensive, but are not expected to have a material adverse financial effect on the Partnership.

        In the aftermath of two significant pipeline incidents in Washington and New Mexico during 1999 and 2000, the U.S. Congress has proposed several bills to significantly amend the Act. Proposals include many initiatives already underway by OPS and discussed above. Additional proposals of significance include potential certification of pipeline control operators or qualification programs, more prescriptive integrity management programs, broader public communications, increased involvement of states, strengthened inspection and enforcement authority for OPS, and broader research and development programs. The Partnership expects final legislation to be considered in the first half of 2002. As this legislative initiative is still evolving, the financial impact of additional new legislative requirements cannot be determined at this time.

Employees

        Neither the General Partner nor the Partnership has any employees. The General Partner is responsible for the management and operation of the Partnership, and to fulfill these obligations, it has entered into agreements with Enbridge and several of its subsidiaries to provide the necessary services. The Partnership reimburses service providers for expenses incurred in performing these services at cost.

Item 3. Legal Proceedings

        The Partnership is a party in a limited number of legal proceedings arising in the ordinary course of business. The Partnership believes that the outcome of these matters will not, individually or in the aggregate, have a material adverse effect on the financial condition of the Partnership.

17

        In September 2001, the Partnership settled its third party claim for costs incurred in connection with a release of crude oil in September 1998 and an NGL release in October 1998, near Plummer, Minnesota. The Partnership recovered an amount that adequately reimbursed it for costs incurred to remediate the releases. There are no further pending legal or regulatory enforcement actions in connection with these releases.

Item 4. Submission of Matters to a Vote of Security Holders

        No matters were submitted to a vote of security holders during 2001.

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PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

        The Partnership's Class A Common Units are listed and traded on the New York Stock Exchange, the principal market for the Class A Common Units, under the symbol EEP. The quarterly price range per Class A Common Unit and cash distributions paid per unit for 2001 and 2000 are summarized as follows:

	First		Second		Third		Fourth
2001 Quarters
High	$	46.90	$	46.50	$	49.60	$	48.90
Low	$	41.25	$	43.80	$	39.50	$	38.90
Cash distributions paid	$	0.875	$	0.875	$	0.875	$	0.875
2000 Quarters *
High	$	407/8	$	401/8	$	423/4	$	43.49
Low	$	32	$	331/4	$	371/8	$	365/8
Cash distributions paid	$	0.875	$	0.875	$	0.875	$	0.875

*

In August 2000, the NYSE started trading in cents in lieu of fractions. EEP converted to trading in cents in December 2000.

        On February 20, 2002, the last reported sales price of the Class A Common Units on the New York Stock Exchange was $45.30. At February 20, 2002, there were approximately 40,000 Class A Common Unitholders of which there were approximately 2,500 registered Class A Common Unitholders of record. There is no established public trading market for the Partnership's Class B Common Units, all of which are held by the General Partner.

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Item 6. Selected Financial Data

        The following table sets forth, for the periods and at the dates indicated, summary historical financial and operating data for the Partnership. The table is derived from the consolidated financial statements of the Partnership and notes thereto, and should be read in conjunction with those audited financial statements.

			Year Ended December 31,
			2001			2000			1999			1998			1997
			(Dollars in Millions, Except Per Unit Amounts)
Income Statement Data:
	Operating revenue		$	340.4		$	305.6		$	312.6		$	287.7		$	282.1
	Operating expenses			244.5			189.1			182.3			182.3			174.0
	Operating income			95.9			116.5			130.3			105.4			108.1
	Interest and other income			2.8			4.8			3.4			6.0			9.7
	Interest expense			(59.3	)		(60.4	)		(54.1	)		(21.9	)		(38.6	)
	Minority interest			(0.5	)		(0.7	)		(0.9	)		(1.0	)		(0.9	)
	Net income		$	38.9		$	60.2		$	78.7		$	88.5		$	78.3
	Net income per unit(1)		$	0.98		$	1.78		$	2.48		$	3.07		$	3.02
	Cash distributions paid per unit		$	3.50		$	3.50		$	3.485		$	3.36		$	2.92
Financial Position Data (at year end):
	Property, plant and equipment, net		$	1,486.6		$	1,281.9		$	1,321.3		$	1,296.2		$	850.3
	Total assets		$	1,649.2		$	1,376.7		$	1,413.7		$	1,414.4		$	1,063.2
	Long-term debt		$	715.4		$	799.3		$	784.5		$	814.5		$	463.0
	Partners' capital
		Class A common unitholders	$	577.0		$	488.6		$	533.1		$	453.4		$	461.6
		Class B common unitholder		48.8			42.1			47.4			37.3			36.7
		General Partner		6.5			5.2			5.6			4.3			3.5
		Other comprehensive income		11.9			—			—			—			—
			$	644.2		$	535.9		$	586.1		$	495.0		$	501.8
Cash Flow Data:
	Cash flow from operating activities		$	122.3		$	117.3		$	101.6		$	103.6		$	106.6
	Cash flow used in investing activities		$	(299.1	)	$	(20.7	)	$	(91.1	)	$	(427.9	)	$	(101.7	)
	Cash flow from (used in) financing activities		$	179.8		$	(99.4	)	$	(17.5	)	$	252.7		$	24.1
	Acquisitions and capital expenditures included in investing activities		$	(300.0	)	$	(21.7	)	$	(82.9	)	$	(487.3	)	$	(126.9	)
Operating Data:
	Barrel miles (billions)			333			341			350			391			389
	Deliveries (thousands of bpd)
		United States		960			976			898			992			960
		Ontario		355			362			471			570			552
				1,315			1,338			1,369			1,562			1,512

(1)

The General Partner's allocation of net income in the following amounts has been deducted before calculating net income per unit: 2001, $9.1 million; 2000, $8.8 million; 1999, $9.1 million; 1998, $8.0 million; and 1997, $4.4 million.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and accompanying notes of the Partnership listed in the Index to Financial Statements on page F-1 of this report. Material period-to-period variances in the consolidated statements of income are discussed under "Results of Operations". The "Liquidity and Capital Resources" section analyzes cash flows and financial position. "Other Matters" addresses future prospects, regulatory matters and recent accounting developments.

General

        Historically, and for the majority of 2001, the Partnership had been solely a transporter of crude oil and NGL through its Lakehead System. The Lakehead System forms part of the world's longest liquid petroleum pipeline system that strategically links crude oil production from the Western Canadian Sedimentary Basin to key markets in the U.S. Midwest and eastern Canada. During 2001, crude oil production from western Canada continued to lag behind industry expectations and, as a result, deliveries on the Lakehead System were lower than the previous year. Despite strong crude oil prices, exploration and development activity focused on natural gas drilling rather than crude oil, due to more favorable natural gas prices. Heavy crude oil production was particularly affected due to a combination of an unusually low heavy crude oil price relative to light crude, higher cost of diluents required to be added to heavy crude for transportation and higher costs of natural gas used for fuel in thermal recovery processes. Western Canadian crude oil supply was also adversely affected by production problems and longer than expected maintenance shut-downs at a major Alberta oil sands plant.

        The Partnership believes that crude oil production, and therefore deliveries on the Lakehead System, will improve in 2002. Incremental production is anticipated from some of the heavy crude oil sands development projects that are expected to go into service during the year. Furthermore, long-term prospects for increased crude oil production remain positive as western Canadian producers continue to be committed to expansion projects that will bring incremental supply to the Lakehead System. See—"Other Matters,—Future Prospects".

        At the end of the fourth quarter of 2001, the Partnership diversified its industry and geographic focus with the purchase of natural gas gathering, treating and processing assets located in east Texas. The Partnership purchased approximately 2,000 miles of gathering pipelines, 37 field compressor stations, four gas treating plants with a capacity of 595 MMcf/d and three gas processing plants with a capacity of 375 MMcf/d. The East Texas System delivers approximately 400,000 Mmbtu/d of natural gas into the northeast portion of Texas and is connected to the Carthage, Texas hub, one of the United States' most active natural gas marketing and trading locations. Through natural gas purchase or transportation contracts, the East Texas System has secured substantial long-term dedications of significant reserves in all the major basins it serves. The Partnership forecasts natural gas supply available to the East Texas System will be between 400,000 and 420,000 Mmbtu/d in 2002.

Recent Acquisitions

        The Partnership completed two acquisitions during 2001. Effective May 18, 2001, the Partnership acquired the assets of Enbridge Pipelines (North Dakota) from Enbridge for cash of $35.4 million, which included working capital and transaction costs. The North Dakota assets include 330 miles of crude oil gathering lines connected to a 620 mile trunk line with an operating capacity of 84,000 barrels per day. This system gathers crude oil from the Williston Basin in North Dakota and Montana and receives Canadian crude oil via an interconnect with Enbridge's gathering system in Saskatchewan, Canada, for delivery primarily to the Lakehead System at Clearbrook, Minnesota. The acquisition was funded by a short-term loan from the General Partner.

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        As noted above, effective November 30, 2001, the Partnership acquired the East Texas Sysytem for a cash purchase price of $230.5 million. The acquisition was partially funded with proceeds from the sale of Class A Common Units in November 2001, and with a short-term loan from the General Partner.

Critical Accounting Policies and Estimates

        The Partnership's financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. The basis for these estimates is historical experience and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions.

        The Partnership believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of its consolidated financial statements. In the normal course of the Partnership's business, judgment is involved in determining depreciation, customer and pipeline oil overage balance, crude oil measurement losses and year-end accruals. The Partnership records depreciation based on the estimated useful lives of the assets, which requires various assumptions to be made, including the supply of and demand for hydrocarbons in the markets served by assets, normal wear and tear of the facilities, and the extent and frequency of maintenance programs. Changes in any of these assumptions may impact the rate at which depreciation is recognized in the financial statements. The oil overage balance is recorded by the Partnership based on measurement estimates. These estimates are based on mathematical calculations, physical measurement and include assumptions related to the type of crude oil, its market value, normal physical losses due to evaporation and capacity limitations of the System. If there is a material change in these assumptions, it may result in a change to the carrying value of the oil overage balance or revision of oil measurement loss estimates. Last, in the normal course of preparing the year-end financial statements, revenue and expense accruals are made for the month of December to ensure amounts are complete and accurate on an annual basis. Judgments and estimates are necessary to prepare these accruals. Changes in these estimates are not expected to have a material impact on the earnings of the Partnership. For additional details relating to the Partnership's accounting policies, see Note 2 to the Partnership's Consolidated Financial Statements.

Results of Operations

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

        Net income for 2001 was $38.9 million ($0.98 per unit) compared with $60.2 million ($1.78 per unit) for 2000. Net income for 2001 was $21.3 million lower than 2000 primarily due to higher operating expenses, which included a non-recurring charge for costs related to the relocation of the Partnership's head office. Earnings per unit were lower due to reduced net income and a greater number of units outstanding following the issuance of a total of 4,063,634 Class A Common Units during the year. The weighted average number of Common Units outstanding increased from 28.9 million in 2000 to 30.2 million in 2001. The results of operations for 2001 also include the earnings of the North Dakota System from the acquisition date of May 18, 2001. The contribution to net operating income from the North Dakota acquisition was $2.6 million for 2001. The results of operations for 2001 also include the contributions from the East Texas System from the acquisition date of November 30, 2001.

22

        Operating revenue for 2001 was $340.4 million, or $34.8 million higher than 2000. The increase was primarily due to the inclusion of operating revenue from the East Texas System and higher tariffs on the Lakehead System, offset by the impact of a decline in deliveries on the Lakehead System. Deliveries averaged 1.315 million bpd on the Lakehead System in 2001, compared to 1.338 million bpd in 2000. This decline occurred due to lower crude oil production in western Canada. System utilization on the Lakehead System, measured in barrel miles, was 333 billion for 2001, compared to 341 billion for 2000, reflecting the decline in deliveries. The average haul, measured in miles, was 694 for 2001, compared to 696 in 2000.

        Total operating expenses of $244.5 million in 2001 were higher than the 2000 level of $189.1 million, due to the inclusion of the cost of natural gas associated with the East Texas System ($26.3 million), higher operating and administrative costs ($23.9 million), depreciation expense ($2.7 million) and power costs ($2.5 million). Operating and administrative expenses increased $23.9 million primarily due to higher oil measurement losses and costs related to the relocation of the Partnership's head office.

        Oil measurement losses occur as part of normal operating conditions of a liquid petroleum pipeline and can be classified as follows:

•

Physical losses—occur through evaporation, shrinkage, difference in measurement between receipt and delivery locations and other incidents;



•

Degradation losses—result from mixing at the interface between higher quality light crude oil and lower quality heavy crude oil in the pipeline; and



•

Revaluation losses—are a function of the price of crude oil, the level of carrier's inventory and inventory positions of customers.

        Oil measurement losses were approximately $18.0 million in 2001, or approximately $11.0 million higher than in 2000. This increase was primarily due to higher differentials between light and heavy crude oil prices, which increased the expense associated with inherent degradation between the batches of crude oil in the pipeline system. Also included in oil measurement losses was an adjustment to the value of the oil overage balance of approximately $5.0 million. This was the result of refinements in the oil measurement loss estimation process, as well as improvements in the accuracy of measuring oil losses through the development of new software applications.

        During the second quarter of 2001, the Partnership announced the closing of its head office in Duluth, Minnesota and its relocation to Houston, Texas. The results of operations for 2001 include a charge of $5.0 million related to the expense of relocating the office.

        Interest expense of $59.3 million in 2001 was $1.1 million lower than 2000 primarily due to a combination of lower average debt balances and interest rates on the revolving credit facility.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

        Net income for 2000 was $60.2 million ($1.78 per unit) compared with $78.7 million ($2.48 per unit) for 1999. Net income for 2000 was $18.5 million lower than 1999 primarily due to lower pipeline utilization and increased operating costs. The decline in utilization was a result of low crude oil prices in late 1998 and early 1999, which caused crude oil producers to limit their investment in oil producing facilities. Coupled with natural declines of crude oil reserves, reduced investment by oil producers adversely affected short-term Partnership results due to lower volumes of crude oil being available for transport.

        Operating revenue for 2000 was $305.6 million, or $7.0 million less than 1999. The decrease was primarily due to the decline in deliveries. Deliveries averaged 1.338 million bpd in 2000, compared to 1.369 million bpd in 1999. The decline occurred because the supply of crude oil had not recovered to

23

anticipated levels, further exacerbated by the effects of crude oil producer maintenance shutdowns and wetter than normal weather in western Canada, which delayed oil well tie-ins and other development activities. System utilization, measured in barrel miles, was 341 billion for 2000, compared to 350 billion for 1999, reflecting the decline in deliveries. Average haul was 696 miles in 2000, compared to 700 miles in 1999.

        Total operating expenses of $189.1 million in 2000 were higher than 1999 levels of $182.3 million as higher operating and administrative costs and higher depreciation expense associated with expansions of the Lakehead System were partially offset by lower power costs. Power costs decreased $5.6 million due to lower throughput volumes. Operating and administrative expense increased $9.1 million primarily due to higher oil measurement losses, higher property taxes associated with recent expansion projects and lower capitalized charges due to the decrease of construction activity in 2000. Oil measurement losses were approximately $3.9 million higher in 2000 compared to 1999, primarily due to the higher differentials between the light and heavy crude oil prices. Depreciation expense increased $3.3 million primarily due to the full year impact of placing the Terrace Phase I project in service on April 1, 1999 and plant additions from the prior year.

        Interest expense of $60.4 million in 2000 was $6.3 million higher than 1999 primarily due to lower capitalized interest resulting from less construction activity during 2000.

Liquidity and Capital Resources

        The primary cash requirements for the Partnership consist of normal operating expenses, maintenance and expansion capital expenditures, debt service payments, distributions to the partners and acquisitions of new businesses. Short-term cash requirements, such as operating expenses, maintenance capital expenditures and quarterly distributions to the partners are expected to be funded by operating cash flows. During 2001, working capital decreased by $219.9 million to ($171.3) million due to the short-term loans from the General Partner to fund the acquisitions of the North Dakota System and the East Texas System. On an ongoing basis, the Partnership intends to refinance these loans with long-term debt or to repay them with proceeds from equity issuances, which are not expected to impact the Partnership's ability to fund short-term operations.

        At December 31, 2001, cash and cash equivalents totaled $40.2 million, up $3.0 million from December 31, 2000. Of this amount, $31.8 million ($0.90 per unit) was used for the cash distribution paid to unitholders on February 14, 2002, with the remaining $8.4 million available for future cash distributions, capital expenditures and other business needs.

        Cash flows from operating activities for 2001 were $122.3 million, compared to $117.3 million for 2000. Cash flows from operating activities primarily reflect the effects of net income, depreciation and amortization, and changes in working capital. Net income decreased primarily due to higher operating expenses. The change in operating assets and liabilites was $24.6 million higher in 2001, primarily due to the change in the oil overage balance.

        Cash outflows used in investing activities were $299.1 million in 2001, compared to $20.7 million in 2000. In May 2001, the Partnership paid $35.4 million to Enbridge for the North Dakota System. In November 2001, $229.6 million (net of cash acquired) was paid to purchase the East Texas System. For additional information regarding the acquisitions of the North Dakota and East Texas Systems, see Note 3 to the Partnership's Consolidated Financial Statements.

        In 2001, the Partnership made capital expenditures (excluding acquisitions) of $35.0 million, of which $9.4 million was for pipeline system enhancements, $9.3 million for core maintenance activities and $16.3 million for Terrace. In 2000, the Partnership made capital expenditures of $21.7 million, of which $10.8 million was for pipeline enhancements and $10.9 million for core maintenance activities.

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        In 2002, the Partnership anticipates spending approximately $14.0 million for routine pipeline system enhancements, $15.0 million for core maintenance activities, and $194.0 million for Terrace. Excluding major expansion projects, ongoing capital expenditures are expected to average approximately $30.0 million annually (approximately 50% for core maintenance and 50% for enhancement of the pipeline system). Core maintenance activities, such as the replacement of equipment and preventive maintenance programs, will be undertaken to enable the Partnership's pipeline systems to continue to operate at their maximum operating capacity. Enhancements to the pipeline systems, such as renewal and replacement of pipe, are expected to extend the life of the systems and permit the Partnership to respond to developing industry and government standards and the changing service expectations of its customers.

        On an annual basis, the Partnership makes expenditures of a capital and operating nature related to maintaining compliance of its transportation systems with applicable environmental and safety regulations. Capital expenditures for safety and environmental purposes comprise a portion of the routine core maintenance and enhancement capital expenditures annually incurred by the Partnership. Amounts are not readily segregated since individual projects may be undertaken for a variety of reasons in addition to environment and safety considerations. Based on existing laws and regulations, future environmental and safety expenditures are not anticipated to have a material adverse impact on the Partnership's results of operations.

        Cash flows from financing activities were $179.8 million in 2001 compared to ($99.4) million in 2000. These cash flows are affected primarily by proceeds of unit issuances, fixed rate financing, distributions to the partners, repayments of variable rate financing, and borrowings from affiliates. During 2001, the acquisitions of the North Dakota and East Texas Systems were financed through a combination of proceeds from unit issuances and short-term loans from the General Partner. In January 2002, these loans were refinanced with a subordinated loan payable to the General Partner which matures in January 2007. This loan bears interest at a floating market based rate and the Partnership has the right to repay the principal amount of this loan plus accrued interest at any time, without penalty.

        At December 31, 2001, the Partnership had outstanding $310.0 million aggregate principal amount of First Mortgage Notes bearing interest at the rate of 9.15% per annum, payable semi-annually. The notes are due and payable in ten equal annual installments beginning in December 2002, and are expected to be funded by operating cash flows or refinancing arrangements. The Partnership had a $350.0 million Revolving Credit Facility under which $137.0 million was outstanding at December 31, 2001. Interest rates on amounts drawn under this facility were variable and averaged 5.3% in 2001.

        On January 29, 2002, the Partnership established two new unsecured credit facilities, a $300.0 million three-year term facility and a $300.0 million 364-Day facility, to replace the existing $350.0 million Revolving Credit Facility. Under the terms of these new facilities, the Partnership and the Operating Partnership may borrow funds up to a combined maximum of $300.0 million under the three-year term facility and a combined maximum of $300.0 million under the 364-Day Facility. In addition, when no default exists, the Partnership may designate any of its subsidiaries that is a material subsidiary to borrow under either or both the facilities and subject to complying with certain administrative procedures, it will be permitted to borrow. Any borrowings under either facility will be guaranteed by the Partnership, the Operating Partnership and any of its material subsidiaries, unless it is the borrower. Upon closing, indebtedness under the $350.0 million Revolving Credit Facility was refinanced with indebtedness drawn under the new credit facilities and the $350.0 million Revolving Credit Facility was terminated. As at February 20, 2002, the Partnership and the Operating Partnership had borrowed approximately $194.0 million under the two new credit facilities.

        The Partnership completed two Class A Common Unit issuances during 2001. On May 22, 2001, the Partnership issued approximately 1.7 million Class A Common Units at $45.75 per unit. The net

25

proceeds from the offering were approximately $77.0 million and were used to repay indebtedness under the Partnership's Revolving Credit Facility incurred to finance expansions of its liquids pipeline system. On June 4, 2001, 64,999 Class A Common Units were issued in connection with the underwriter's exercise of the over-allotment option granted in connection with the issuance on May 22, 2001. Net proceeds from the units issued from the over-allotment totaled $2.9 million. On November 26, 2001, the Partnership issued 2.25 million Class A Common Units at $42.20 per unit, for net proceeds of $91.4 million. Net proceeds from the offering were used to fund a portion of the acquisition of the East Texas System. These offerings increased the number of Class A Common Units outstanding to 29,053,634 as of December 31, 2001.

        The Partnership has on file a $500 million shelf registration statement (the "Registration Statement") with the SEC for the issuance of additional Class A Common Units. The purpose of the Registration Statement is to give the Partnership flexibility to respond quickly to attractive financing opportunities in the capital markets as it pursues its growth strategy and manages its debt obligations. As of December 31, 2001, approximately $405 million in Class A Common Units remained available for issuance under the Registration Statement.

        In November 2000, the Operating Partnership sold $100 million of 7.9% senior notes due 2012. The proceeds from this sale were used to retire bank debt. In 1998, the Operating Partnership sold $100 million of 7% senior notes due 2018 and $100 million of 7.125% senior notes due 2028. For additional details relating to the Partnership's debt, see Note 8 to the Partnership's Consolidated Financial Statements.

        The Partnership distributes quarterly all of its Available Cash, which generally is defined to mean for any calendar quarter the sum of all of the cash receipts of the Partnership plus net reductions to reserves less all of its cash disbursements and net additions to reserves. These reserves are retained to provide for the proper conduct of the Partnership's business, to stabilize distributions of cash to unitholders and the General Partner and, as necessary, to comply with the terms of any agreement or obligation of the Partnership. On February 14, 2002, the Partnership paid a $0.90 per unit distribution for the fourth quarter of 2001.

        The Partnership anticipates that it will continue to have adequate liquidity to fund future recurring operating and investing activities. The Partnership intends to fund ongoing capital expenditures with the proceeds from future debt and equity offerings, other borrowings, cash generated from operating activities, and existing cash and cash equivalents. Cash distributions are expected to be funded with internally generated cash. The Partnership's ability to complete future debt and equity offerings will depend on prevailing market conditions and the then existing financial condition of the Partnership.

Other Matters

Future Prospects

        The primary strategy of the Partnership is to grow cash distributions through the profitable expansion of the Lakehead System and through development and acquisition of complementary businesses with a similar risk profile to the Partnership's current crude oil and natural gas liquids transportation business. If the risk profiles of these acquisitions are higher, the Partnership intends to mitigate these risks through the use of financial instruments to achieve an acceptable risk profile.

        The System serves as a strategic link between the western Canadian oil fields and the markets of the Upper Midwest United States and eastern Canada. In response to market conditions, the Partnership plans to maintain the service capability of the Lakehead System and to expand its capacity and improve efficiency where appropriate. To the extent allowed under orders of FERC or by agreement with customers, the Partnership expects to file additional tariff increases and surcharges from time to time to reflect these ongoing expansions.

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Terrace Expansion Program

        The Partnership and Enbridge are undertaking a major expansion of the entire System, including the Lakehead System. This expansion is referred to as the Terrace expansion program. This expansion program consists of a multi-phase expansion of both the U.S. and Canadian portions of the System. Upon the completion of all three phases of Terrace, the Partnership expects that approximately 350,000 barrels per day of capacity will be added to the System.

•

Phase I of Terrace was completed in 1999 and included construction of new 36-inch diameter pipeline facilities from Kerrobert, Saskatchewan to Clearbrook, Minnesota that added approximately 170,000 barrels per day of capacity to the System. The Partnership's share of the cost of Phase I was approximately $140 million.



•

Construction of Phase II of Terrace began in June 2001, and was placed in service in early 2002. While Phase II did not involve construction on the Lakehead System, the approximate 40,000 barrel per day increase in capacity of the Enbridge System is expected to benefit the Lakehead System directly as additional deliveries begin from the Alberta oil sands.



•

Phase III of Terrace is designed primarily to increase heavy oil transportation capacity on the Lakehead System between Clearbrook, Minnesota and Superior, Wisconsin by approximately 140,000 barrels per day. CAPP provided notice in June 2001 to proceed with this phase. Following permitting approval, construction on this phase of the program began in late 2001. The estimated cost to the Partnership of Terrace Phase III is approximately $210 million, and the new facilities are expected to be in service in 2003.



•

CAPP also has provided notification requesting additional pipeline facilities to enhance market access to PADD 2. The project is part of the future phases portion of Terrace. The estimated cost of this project is approximately $35 million and, subject to final approvals, is expected to be in service in 2003.

        Under a tariff agreement approved by the FERC in 1999, the Partnership implemented a tariff surcharge for Terrace of approximately $0.013 per barrel (for light crude oil from the Canadian border to Chicago). On April 1, 2001, the surcharge was increased to $0.026 per barrel. Subject to any adjustments permitted under the Tariff Agreement, this toll will be effective until April 1, 2004, when, absent any agreement from Enbridge stating otherwise, the toll will change to $0.007 per barrel to the Partnership. This new toll will be in effect for the next six years, after which time it will return to $0.013 per barrel for the Partnership. The tariff surcharge is based on the completion of all three phases of Terrace.

Prospects for Growth in the Supply of Western Canadian Crude Oil

        Changes in supply from western Canada directly affect movements on the Enbridge System and, therefore, the supply available for transportation on the Lakehead System. Enbridge regularly updates its forecast of western Canadian crude oil supply. This is a long-term outlook, which incorporates updated supply projections from producers of both conventional and non-conventional sources of crude oil. The forecast includes supply from existing operations, proposed expansions of existing operations and production from selected projects proposed for development.

        The forecast developed by Enbridge in early 2002 projects that the supply of western Canadian crude oil will be approximately 2.1 million bpd in 2002, 2.2 million bpd in 2003 and approximately 2.3 million bpd in 2004. By 2011, supply is expected to increase to approximately 2.8 million bpd. In 2001, the Enbridge System transported approximately 65% of the total western Canadian crude oil production, of which approximately 90% was transported by the Lakehead System. The forecast quantity of crude oil was made subject to numerous uncertainties and assumptions, including a crude

27

oil price ranging from $23 to $26 per barrel from 2002 to 2011. On February 20, 2002, the benchmark West Texas Intermediate crude oil price closed at $20.29 per barrel.

        The Partnership believes that the outlook for increased crude oil production in western Canada continues to be positive, as evidenced by the recently completed Enbridge forecast and CAPP's request to proceed with Phase III of Terrace. The timing of this growth in the supply of western Canadian crude oil, however, will depend on the level of crude oil prices and drilling activity, and the timing of completion of projects to produce heavy and synthetic oil from the Alberta oil sands. During the last quarter of 2001, volumes were starting to improve as one of the Alberta oil sands expansion projects was placed into service. These volumes are expected to continue to increase during 2002. As a result, based on a recent survey of shippers, the Partnership anticipates that deliveries on the Lakehead System will average approximately 1.33 to 1.40 million bpd per day during 2002.

        In the near-term, management believes that the Partnership is well positioned to benefit from the expected increases in western Canadian crude oil supply through utilization of a combination of existing capacity and expansions currently underway. Canada has substantial reserves of non-conventional hydrocarbon resources consisting predominantly of the Alberta oil sands. Firms involved in the production of heavy and synthetic crude oil from the oil sands region of western Canada have announced expansion projects over the next ten years with value in excess of Cdn. $40.0 billion and representing more than two million barrels per day of potential incremental production. Alberta oil sands projects are expected to provide substantial increases in the production of heavy and synthetic crude oil in western Canada well into the future.

Growth Beyond the Lakehead System

        Diversification of the energy transportation business through the development of complementary businesses and through acquisitions is a key objective of the Partnership's strategic plan. Business development efforts will focus on crude oil and refined products pipelines, natural gas systems, terminals and related facilities with a risk profile similar to that of the Lakehead System. The Partnership expects such assets will become available with the continuing trend of rationalization of the energy infrastructure in the United States, as existing owners focus on core aspects of their businesses and improve upon their financial position. Management believes that the Partnership is well positioned to participate in these opportunities, as it is an established, low-cost operator with a strong track record of reliability.

        The Partnership intends to expand beyond the market currently served in PADD 2 by seeking out new opportunities throughout the U.S., particularly in the U.S. Gulf Coast area. The Partnership intends to actively pursue opportunities to provide terminal and logistics solutions to the major crude oil and natural gas producers. The North Dakota System and East Texas System acquisitions represent the Partnership's initial steps to implement this diversification strategy.

        The Partnership relocated its head office from Duluth, Minnesota to Houston, Texas during the last half of 2001. This relocation occurred due to the Enbridge purchase of Midcoast, a then publicly traded Houston-based natural gas gathering, transportation and processing company. As a result of this purchase, the business development team of Midcoast will provide support to the growth strategy of the Partnership. This team has an established track record of profitable growth and experience with emerging Mid-continent and Gulf Coast transportation opportunities.

Regulatory Matters

        The Lakehead and North Dakota Systems are subject to a rate regulatory methodology that prescribes rate ceilings that are adjusted each July 1. The rate ceilings are adjusted by reference to annual changes in the Producer Price Index for Finished Goods minus 1 percent. The General Partner expects the rate ceiling to increase slightly for 2002. This increase in the PPIFG-1 should not have a

28

material effect on 2002 operating revenue since the increase will not be effective until mid-year 2002 and does not apply to SEP II or Terrace.

        The 1996 Settlement Agreement among the Partnership, CAPP and ADOE provided that the agreed underlying tariff rates on the Lakehead System would be subject to indexing as prescribed by FERC regulation and that CAPP and ADOE would not challenge any rates within the indexed ceiling until after October 2001. To challenge the rates, FERC regulations require that a shipper must show that the amount of any indexed rate increase is so substantially in excess of the pipeline's increase in costs as to be unjust and unreasonable. The Partnership believes that changes in costs, other than those associated with expansions and oil losses, have been in line with changes in the index, and does not expect a challenge. The Partnership strives to have a strong working relationship with its shippers.

        The indexed rate environment, the Settlement Agreement, and other negotiated settlements with customers for SEP II and Terrace have benefited the Partnership and its customers by restoring stability and providing predictable tariff rates. To the extent allowed under FERC orders or by agreement with customers, the Partnership has filed, and will continue to file, for additional tariff increases from time to time to reflect ongoing expansion programs.

        The East Texas System is subject to the regulatory oversight of the Texas Railroad Commission with respect to the intrastate pipeline facilities and to a lesser extent, the FERC, with respect to deliveries into interstate commerce. The non-pipeline aspects of the East Texas System are not subject to commercial regulatory oversight.

Recent Accounting Developments

        In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement requires that all derivatives be recognized at fair value in the balance sheet and all changes in fair value be recognized currently in earnings or deferred as a component of other comprehensive income, depending on the intended use of the derivative. The Partnership adopted SFAS No. 133 on January 1, 2001.

        In June 2001, the FASB issued SFAS No. 141, "Business Combinations." This Statement requires the use of the purchase method for all business combinations. In addition, it requires the reassessment of intangible assets to determine if they are appropriately classified either separately or within goodwill. This Statement is effective for business combinations initiated after June 30, 2001. The Partnership adopted SFAS No. 141 on July 1, 2001 with no impact on results of operations, financial position or cash flows.

        In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". Under SFAS No. 142, goodwill and intangible assets with indefinite lives will not be amortized but will be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their useful lives, which will not be limited to a maximum life of forty years. The Partnership adopted SFAS No. 142 on January 1, 2002. This standard is not expected to have a material impact on results of operations, financial position or cash flows.

        Also in July 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement Obligations" under which retirement obligations will be recognized at fair value in the period they are incurred. When the liability is initially recorded, the cost is capitalized by increasing the asset's carrying value, which is subsequently depreciated over its useful life. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Partnership is currently evaluating the potential effects of adopting SFAS No. 143, if any, on its financial condition and results of operations as well as the timing of its adoption.

        In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 clarifies the financial accounting and reporting to be recognized if

29

the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows. The impairment loss to be recognized is the difference between the carrying amount and the fair value of the assets. The Partnership adopted SFAS No. 144 on January 1, 2002. This standard is not expected to have a material impact on results of operations, financial position or cash flows.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate and Foreign Exchange Risk

        To the extent the amounts drawn under its revolving credit facilities carry a floating rate of interest, the Partnership's earnings and cash flow are exposed to changes in interest rates. This exposure is managed through periodically refinancing floating rate bank debt with long-term fixed rate debt and through the use of interest rate risk management agreements. The Partnership does not have any material exposure to movements in foreign exchange rates as virtually all of its revenue and expense is denominated in US dollars. To the extent that a material foreign exchange exposure were to arise, the Partnership intends to hedge such exposure using forward or other derivative contracts.

        The table below summarizes the Partnership's derivative financial instruments and other financial instruments that are sensitive to changes in interest rates, including interest rate swaps and debt obligations. For debt obligations, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. For interest rate swaps, the table presents notional amounts and weighted average interest rates by expected (contractual) maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract.

		Expected Maturity Date
December 31, 2001		2002			2003			2004			2005			2006			There- After			Total		Fair Value
		($U.S. in Millions)
Liabilities
Fixed Rate:
	First Mortgage Notes	$	31.0		$	31.0		$	31.0		$	31.0		$	31.0		$	155.0		$	310.0	$	342.6
	Interest Rate		9.15	%		9.15	%		9.15	%		9.15	%		9.15	%		9.15	%		—		—
	Senior Unsecured Notes	$	0		$	0		$	0		$	0		$	0		$	300.0		$	300.0	$	291.4
	Average Interest Rate		—			—			—			—			—			7.34	%		—		—
Variable Rate:
	Revolving Credit Facility	$	0		$	0		$	0		$	137.0		$	0		$	0		$	137.0	$	137.0
	Weighted Average Interest Rate		—			—			—			2.43	%		—			—			—		—
Interest Rate Derivatives
Interest Rate Swaps:
	Variable to Fixed	$	50.0		$	0		$	0		$	0		$	0		$	0		$	50.0	$	(1.9	)
	Average Pay Rate		6.23	%		—			—			—			—			—			—		—

        The fair value of the First Mortgage Notes and Senior Unsecured Notes at December 31, 2001, was $342.6 million (2000—$346.5 million) and $291.4 million (2000—$290.3 million), respectively. The Partnership had $137.0 million (2000—$190.0 million) of variable rate debt outstanding under the Revolving Credit Facility at December 31, 2001, with a fair value of $137.0 million (2000—$190.0 million), at an interest rate of 2.43% (2000—6.2%). The Partnership intends to roll over variable rate debt under its revolving credit facilities as the debt matures.

        The fair value of the interest rate swap agreements at December 31, 2001 was ($1.9) million (2000—($0.1) million). For additional information concerning the Partnership's debt obligations, please see Note 8 to the Partnership's Consolidated Financial Statements.

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Commodity Price Risk

        The Partnership's earnings and cash flows associated with the Lakehead System are not materially impacted by changes in commodity prices, as the Partnership does not own the crude oil and NGL it transports. However, commodity prices have a significant impact on the underlying supply of and demand for crude oil and NGL that the Partnership transports. With the Partnership's acquisition of the East Texas System on November 30, 2001, a portion of the Partnership's earnings and cash flows are exposed to movements in the prices of natural gas and NGLs. The Partnership has entered into hedge transactions to substantially mitigate exposure to movements in these prices. The Partnership does not enter into derivative instruments for speculative purposes.

        The table below summarizes the Partnership's outstanding derivative financial instruments used to hedge exposure to movements in commodity prices.

	Expected Maturity Date
December 31, 2001	2002	2003	2004	2005	2006	There- After	Total	Fair Value
								($U.S. in Millions)
Commodity Hedges
Natural Gas Liquids (bbls/d)	4,100	0	0	0	0	0	4,100	$	0.6
Natural Gas (MMBtu/d)	43,000	9,000	9,000	9,000	9,000	45,000	105,000	$	13.2

        The fair value of the commodity hedging contracts at December 31, 2001 was $13.8 million. No such contracts were outstanding at December 31, 2000.

Item 8. Financial Statements and Supplementary Data

        The consolidated financial statements of the Partnership, together with the notes thereto and the independent accountants' report thereon, and unaudited supplementary information, appear on pages F-2 through F-20 of this Report, and are incorporated by reference. Reference should be made to the Index to Financial Statements, Supplementary Information and Financial Statement Schedules on page F-1 of this Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

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PART III

Item 10. Directors and Executive Officers of the Registrant

(a) Directors and Executive Officers of the Registrant

        The Registrant is a limited partnership and has no officers, directors or employees. Set forth below is certain information concerning the directors and executive officers of the General Partner. Enbridge Pipelines, the sole stockholder of the General Partner, elects the directors of the General Partner on an annual basis. All officers of the General Partner serve at the discretion of the directors of the General Partner.

Name	Age	Position with General Partner
J.R. Bird	52	Director
P.D. Daniel	55	Director
E.C. Hambrook	64	Director
G.K. Petty	60	Director
C.A. Russell	68	Director
D.P. Truswell	58	Director
D.C. Tutcher	53	President and Director
L.H. DeBriyn	55	Vice President
G.L.Sevick	46	Vice President—Operations
M.A. Maki	37	Controller
A. Monaco	42	Treasurer
J.L. Balko	36	Chief Accountant
E.C. Kaitson	45	Corporate Secretary

        Mr. Bird was elected Director of the General Partner in September 2000 and served as President from September 2000 until June 2001. Mr. Bird previously served as Treasurer of the General Partner from October 1996 through October 1997. He has also served as Group Vice President, Transportation of Enbridge and President of Enbridge Pipelines since September 2000. Prior to that time he served as Senior Vice President, Corporate Planning and Development of Enbridge from August 1997 through August 2000 and as Vice President and Treasurer of Enbridge from January 1995 to August 1997.

        Mr. Daniel was elected a Director of the General Partner in July 1996 and served as its President from July 1996 through October 1997. Mr. Daniel has served as President of Enbridge since September 2000 and as Chief Executive Officer of Enbridge since January 2001. Prior to that time Mr. Daniel also served as President and Chief Operating Officer—Energy Delivery of Enbridge from June 1998 to December 2000. Prior to that time Mr. Daniel served as Executive Vice President and Chief Operating Officer—Energy Transportation Services of Enbridge from September 1997 through June 1998, as Senior Vice President of Enbridge from May 1994 to August 1997, as President and Chief Executive Officer of Enbridge Pipelines from August 1996 to August 1997, and as President and Chief Operating Officer of Enbridge Pipelines from May 1994 to August 1996.

        Mr. Hambrook was elected Director of the General Partner in January 1992 and served as Chairman of the General Partner from July 1996 until July 1999. He also serves on the Audit, Finance & Risk Committee pursuant to the over-ride allowed by Rule 303 of the NYSE Company manual. Mr. Hambrook is the President of Hambrook Resources Inc., a real estate investment, marketing and sales company. The NYSE requires that members of the General Partner's audit committee be "independent", which is defined as the absence of any relationship to the Partnership that may interfere with the exercise of his independence from management of the Partnership. The NYSE Company Manual further provides that a director who is an employee (including non-employee executive officers) of the General Partner or any of its affiliates may not serve on the audit committee until three years following the termination of his or her employment, except that one non-independent

32

member is permitted under certain circumstances. Although Mr. Hambrook has never been employed by the General Partner or any of its affiliates, prior to July 15, 1999 he served as Chairman of the Board of the General Partner. The Board of Directors of the General Partner believes that such prior service has not and will not interfere with Mr. Hambrook's exercise of his independence from management of the General Partner.

        Mr. Petty was elected Director of the General Partner on February 22, 2001 and serves on the Audit, Finance & Risk Committee. Mr. Petty has served as Director of Enbridge Inc. since January 2001 and as Director of CAE Incorporated since August 1996. Mr. Petty served as President and Chief Executive Officer of Telus Corporation, a Canadian telecommunications company, from November 1994 to November 1999. Mr. Petty is a business consultant providing executive management consulting services to the telecommunications industry.

        Mr. Russell was elected Director of the General Partner in October 1985 and serves as the Chairman of the Audit, Finance & Risk Committee. Mr. Russell served as Chairman and Chief Executive Officer of Norwest Bank Minnesota North, N.A. (now known as "Wells Fargo Bank"), from January through December 1995. He also served as a Director of Minnesota Power and Light Co. (now known as "Allete") until May 1996. Other than in his service as Director of the General Partner, Mr. Russell is retired

        Mr. Truswell was elected Director of the General Partner in 1991. Since September 2000, Mr. Truswell has served as Group Vice President and Chief Financial Officer of Enbridge and from May 1994 through August 2000 served as Senior Vice President and Chief Financial Officer of Enbridge.

        Mr. Tutcher was elected Director and was appointed President of the General Partner in June 2001. He also currently serves as Group Vice President, Transportation Group South, of Enbridge Inc., as well as President of Enbridge Midcoast Energy Inc. He was previously Chairman of the Board, President and Chief Executive Officer of Midcoast Energy Resources, Inc. from its formation in 1992 until its merger with Enbridge on May 15, 2001.

        Mr. DeBriyn was elected Vice President, Special Projects of the General Partner in June 2001 and served as Vice President and Director from July 1999 until June 2001. Prior to that time he served as Vice President, Canadian Operations, of Enbridge Pipelines from July 1996 to July 1999, and prior to that time in managerial positions in operations with Enbridge Pipelines and the General Partner.

        Mr. Sevick was elected Vice President, Operations of the General Partner in June 2001. Prior to that time, he served as Vice President, Canadian Operations for Enbridge Pipelines from 1999 to June 2001. Prior to that time, he served as Vice President, Engineering & Logistics of Enbridge Consumers Gas from 1998 to 1999 and Senior Vice President, Distribution Operations of Enbridge Consumers Gas from 1996 to 1998.

        Mr. Maki was elected Controller of the General Partner in June 2001. Prior to that time he served as Controller, Enbridge Pipelines since September 1999. Prior to that time, he served as Chief Accountant of the General Partner from June 1997 to August 1999.

        Mr. Monaco was elected Treasurer of the General Partner in February, 2002. He currently serves as Vice President, Financial Services of Enbridge and prior to that time as Director, Financial Services since 2000. Prior to that time, he served as Director Investor Relations since 1997.

        Ms. Balko has served as Chief Accountant since October 1999. Prior to that time, she served in supervisory positions in accounting with Enbridge Pipelines since January 1998, and was with The Westaim Corporation, an investor in, and manufacturer of, industrial technologies in various industries, including the biomedical and semiconductor industries, from November 1995 to December 1997.

33

        Mr. Kaitson has served as Corporate Secretary of the General Partner since November 2001. He also currently serves as Associate General Counsel, Transportation Group South, of Enbridge Inc. He was previously Assistant Corporate Secretary and General Counsel of Midcoast Energy Resources, Inc. from 1997 until its merger with Enbridge on May 15, 2001.

Item 11. Executive Compensation

        The General Partner is responsible for the management and operation of the Partnership. The Partnership does not directly employ any of the persons responsible for managing or operating the Partnership's operations, but instead reimburses the General Partner or its affiliates for the services of such persons. The General Partner, in turn, because it has no employees, has entered into services agreements with Enbridge U.S. and other affiliates to provide the services required by the Partnership.

Item 12. Security Ownership of Certain Beneficial Owners and Management

        (a)  Security Ownership of Certain Beneficial Owners

        The following table sets forth information as of the February 20, 2002, with respect to persons known to the Partnership to be the beneficial owners of more than 5% of either class of the Partnership's Units:

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent Of Class
Enbridge Energy Company, Inc. 1100 Lousisana, Suite 3300 Houston, TX 77002	Class B Common Units	3,912,750		100.0
Goldman, Sachs & Co. The Goldman Sachs Group, Inc.     85 Broad St.     New York, N.Y. 10004	Class A Common Units	2,413,517	(1)	8.3

(1)

Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. reported shared voting and dispositive power with respects to all of such shares in its report on Schedule 13G/A filed February 14, 2002. Each disclaims beneficial ownership.

34

        (b)  Security Ownership of Management

        The following table sets forth information as of February 20, 2002, with respect to each class of the Partnership's units beneficially owned by executive officers, directors and nominees for director of the General Partner and by all officers, directors and nominees for director of the Partnership as a group:

Name	Title of Class	Amount and Nature of Beneficial Ownership(1)	Percent Of Class
E.C. Hambrook	Class A Common Units	1,000	*
G.K. Petty	Class A Common Units	1,000	*
D.C. Tutcher	Class A Common Units	20,200	*
All Officers, directors and nominees as a group (13 persons)	Class A Common Units	22,200	*

*

Less than 1%

(1)

Each beneficial owner has sole voting and investment power.

Item 13. Certain Relationships and Related Transactions

        The Partnership is managed by the General Partner under the Amended and Restated Agreements of Limited Partnership of the Partnership and the Operating Partnership, as amended. The General Partner has entered into a service agreement with Enbridge U.S., dated January 1, 1996, whereby the General Partner will utilize the resources of Enbridge U.S. to operate the Partnership. Under this agreement, Enbridge U.S. will be reimbursed at cost for all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership. The General Partner also receives certain administrative, engineering, treasury and computer services from Enbridge and Enbridge Pipelines for the benefit of the Partnership. The Partnership reimburses the General Partner for the cost of these services. For information about reimbursements to the General Partner, see Note 9 to the Partnership's Consolidated Financial Statements.

        The Partnership has entered into an Agency Agreement dated March 3, 2000 with Tidal Energy Marketing Inc., a joint venture owned 50% by Enbridge, for a term of five years. For a fee and a share of the lease payments in excess of a specified base lease rate, Tidal has agreed to serve as leasing agent for the Partnership's crude oil storage tanks at its Hartsdale facility in Schererville, Indiana. See Note 9 to the Partnership's Consolidated Financial Statements.

        The Partnership has entered into an easement acquisition agreement dated October 20, 1997 with Enbridge Mustang, a subsidiary of Enbridge U.S. Pursuant to this agreement, using funds advanced by the Partnership, Enbridge Mustang acquired properties for the purpose of granting a pipeline easement to the Partnership to allow construction of SEP II. Enbridge Mustang is in the process of reselling these properties. As each parcel is resold, Enbridge Mustang retains an easement for transfer to the Partnership and repays the Partnership for the funds advanced to make the original purchase of the property (less the cost of the easement). Enbridge Mustang is being reimbursed for all costs associated with this process at cost by the Partnership and will be indemnified by the Partnership from and against all liabilities that may arise in connection with this process. See Note 9 to the Partnership's Consolidated Financial Statements.

        The Partnership has entered into an agreement, dated March 3, 1998, with Mustang and Mobil to provide for a joint tariff covering shipments of western Canadian crude oil to the Patoka pipeline hub

35

south of Chicago. Mustang is a Delaware general partnership owned by Mobil Illinois Pipe Line Company and Enbridge Mustang. Shipments covered by the joint tariff travel on the Lakehead System to Chicago and to the Patoka pipeline hub through the Mustang pipeline system. The joint tariff agreement provides for lower transportation costs to shippers desiring access to the Patoka market area, an incentive which the Partnership believes complements its expansion programs.

        The General Partner believes that the terms of the agreements described in the preceding four paragraphs are at least as favorable as terms that could have been obtained from unaffiliated third parties.

        For a discussion of distribution restrictions and incentive distributions payable to the General Partner, see Note 4 to the Partnership's Consolidated Financial Statements.

        In May 2001, the Partnership acquired the North Dakota System from Enbridge. The assets consist of a 950-mile crude oil pipeline system with capacity of 84,000 bpd, which transports crude oil from Montana, North Dakota and western Canadian oil fields to the Lakehead System and a connecting carrier at Clearbrook, Minnesota. The purchase price for this transaction was approximately $35.4 million and was funded by a short-term loan at market rates from the General Partner. The terms of this acquisition were negotiated and approved by a special committee of independent directors who received independent legal and financial advice.

        On January 29, 2002, the Partnership established two new unsecured credit facilities, a $300.0 million three-year term facility and a $300.0 million 364-Day facility, to replace the existing $350.0 million Revolving Credit Facility. Under the terms of these new facilities, the Partnership and the Operating Partnership may borrow funds up to a combined maximum of $300.0 million under the three-year term facility and a combined maximum of $300.0 million under the 364-Day Facility. In addition, when no default exists, the Partnership may designate any of its subsidiaries that is a material subsidiary to borrow under either or both the facilities and subject to complying with certain administrative procedures, it will be permitted to borrow. Any borrowings under either facility will be guaranteed by the Partnership, the Operating Partnership and any of its material subsidiaries, unless it is the borrower.

        At the end of November 2001, the Partnership acquired the East Texas System for $230.5 million. A portion of the purchase price related to the acquisition of the East Texas System and the North Dakota System was financed with short term loans from the General Partner. In January 2002, these loans were refinanced with a subordinated loan payable to the General Partner which matures in January 2007. This loan bears interest at a floating market based rate and the Partnership has the right to repay the principal amount of this loan plus accrued interest at any time without penalty.

        The Partnership has entered into hedge transactions to substantially mitigate exposure to movements in commodity prices which arise from the Partnership's investment in the East Texas System. Enbridge currently provides a guarantee of the obligations in respect of these hedging transactions. Under the terms of the guarantee, the Partnership has agreed to pay Enbridge a fee, which is based on a formula that is consistent with what third party financial institutions would charge for this form of guarantee.

36

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

        (a)  As to financial statements, supplementary information and financial statement schedules, reference is made to "Index to Financial Statements, Supplementary Information and Financial Statement Schedules" on page F-1 of this Report.

        (b)  The Partnership filed the following reports on Form 8-K during the fourth quarter of 2001: A report on Form 8-K was filed on November 19, 2001 attaching the consolidated statement of financial position of Enbridge Energy Company, Inc. A report on Form 8-K was also filed on November 21, 2001, attaching the Underwriting Agreement dated November 20, 2001 among the Partnership, Operating Partnership, Enbridge Energy Company, Inc,. and the underwriters named therein.

        (c)  The following Exhibits (numbered in accordance with Item 601 of Regulation S-K) are filed or incorporated herein by reference as part of this Report.

Exhibit Number	Description
3.1	Certificate of Limited Partnership of the Partnership. (Partnership's Registration Statement No. 33-43425—Exhibit 3.1)
3.2	Certificate of Amendment to Certificate of Limited Partnership of the Partnership (Partnership's 2000 Form 10-K/A dated October 9, 2001—Exhibit 3.2)
4.1	Form of Certificate representing Class A Common Units (Partnership's 2000 Form 10-K/A dated October 9, 2001—Exhibit 4.1)
4.2	Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 15, 1997. (Registrant's Form 8-A/A, dated May 2, 1997)
4.3	Amendment to Amended and Restated Agreement of Limited Partnership, dated August 28, 2001 (Partnership's 2000 Form 10-K/A dated October 9, 2001—Exhibit 4.3)
10.1	Note Agreement and Mortgage, dated December 12, 1991. (1991 Form 10-K—Exhibit 10.1)
10.2	[Intentionally Omitted]
10.3	Distribution Support Agreement, dated December 27, 1991, among the Partnership, Lakehead Pipe Line Company, Inc. and Interprovincial Pipe Line Inc. (1991 Form 10-K—Exhibit 10.3)
10.4	Assumption and Indemnity Agreement, dated December 18, 1992, between Interprovincial Pipe Line Inc. and Interprovincial Pipe Line System Inc. (1992 Form 10-K—Exhibit 10.4)
10.5	Amended Services Agreement, dated February 29, 1988, between Interprovincial Pipe Line Inc. and Lakehead Pipe Line Company, Inc. (1991 Form 10-K—Exhibit 10.4)
10.6	Amended Services Agreement, dated January 1, 1992, between Interprovincial Pipe Line Inc. and Lakehead Pipe Line Company, Inc. (1992 Form 10-K—Exhibit 10.6)
10.7	Certificate of Limited Partnership of the Operating Partnership. (Partnership's Registration Statement No. 33-43425—Exhibit 10.1)
10.8	Certificate of Amendment to Certificate of Limited Partnership of the Operating Partnership. (Operating Partnership's 2000 Form 10-K/A dated October 9, 2001—Exhibit 10.8)
10.9	Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated December 27, 1991. (1991 Form 10-K—Exhibit 10.6)

37

10.10	Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated August 28, 2001. (Operating Partnership's Form 10-K/A dated October 9, 2001—Exhibit—10.10)
10.11	Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's Registration Statement No. 33-43425—Exhibit 10.4)
10.12	Amendment No. 1 to the Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's Registration Statement No. 33-43425—Exhibit 10.16)
10.13	Amended and Restated Agreement of Limited Partnership of Lakehead Services, Limited Partnership, dated December 27, 1991. (1991 Form 10-K—Exhibit 10.9)
10.14	Contribution, Conveyance and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership. (1991 Form 10-K—Exhibit 10.10)
10.15	LPL Contribution and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership and Lakehead Services, Limited Partnership. (1991 Form 10-K—Exhibit 10.11)
10.16	Services Agreement, dated January 1, 1996, between IPL Energy (U.S.A.) Inc. and Lakehead Pipe Line Company, Inc. (1995 Form 10-K—Exhibit 10.14)
10.17	Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and the Bank of Montreal and Harris Trust and Savings Bank. (1996 Form 10-K—Exhibit 10.15)
10.18	First Amendment to Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and the Bank of Montreal. (1996 Form 10-K—Exhibit 10.16)
10.19	Second Amendment to Amended and Restated Revolving Credit Agreement, dated June 16, 1998, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and Bank of Montreal, The Toronto Dominion Bank, Canadian Imperial Bank of Commerce, ABN AMRO Bank, N.V. Cayman Islands Branch and Bank of Montreal, as agent. (Form 10-Q/A, filed September 14, 1998—Exhibit 10.1)
10.20	Settlement Agreement, dated August 28, 1996, between Lakehead Pipe Line Company, Limited Partnership and the Canadian Association of Petroleum Producers and the Alberta Department of Energy. (1996 Form 10-K—Exhibit 10.17)
10.21	Promissory Note, dated as of September 30, 1998, given by Lakehead Pipe Line Company, Limited Partnership, as borrower, to Lakehead Pipe Line Company, Inc., as lender. (1998 Form 10-K—Exhibit 10.19)
10.22	Treasury Services Agreement, dated January 1, 1996, between IPL Energy Inc. and Lakehead Pipe Line Company, Inc. (1996 Form 10-K—Exhibit 10.18)
10.23	Tariff Agreement as filed with the Federal Energy Regulatory Commission for the System Expansion Program II and Terrace Expansion Project. (1998 Form 10-K—Exhibit 10.21)

38

10.24	Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership—Exhibit 4.1, dated October 20, 1998)
10.25	First Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership—Exhibit 4.2, dated October 20, 1998)
10.26	Second Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership—Exhibit 4.3, dated October 20, 1998)
10.27	Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership—Exhibit 4.4, dated October 20, 1998)
10.28	Promissory Note, dated as of March 31, 1999, given by Lakehead Pipe Line Company, Limited Partnership, as borrower, to Lakehead Pipe Line Company, Inc., as lender. (1999 Form 10-K—Exhibit 10.26)
10.29	Third Supplemental Indenture dated November 21, 2000, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (2000 Form 8-K of Lakehead Pipe Line Company, Limited Partnership—Exhibit 4.2, dated November 16, 2000).
10.30	Credit Agreement dated January 29, 2002, among Enbridge Energy Partners, L.P., Enbridge Energy, Limited Partnership and Bank of America, N.A.,
10.31	364-Day Credit Agreement dated January 29, 2002, among Enbridge Energy Partners, L.P., Enbridge Energy, Limited Partnership and Bank of America, N.A.
21	Subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.

        All Exhibits listed above (with the exception of Exhibits 10.30, 10.31, 21, and 23.1 which are filed herewith) are incorporated herein by reference to the documents identified in parentheses.

        Copies of Exhibits may be obtained upon written request of any Unitholder to Investor Relations, Enbridge Energy Company, Inc., 1100 Louisiana, Suite 3300, Houston, Texas 77002.

        (d)  As to financial statement schedules, reference is made to "Financial Statement Schedules" on page F-1 of this report.

39

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENBRIDGE ENERGY PARTNERS, L.P. (Registrant)
	By:	Enbridge Energy Company, Inc., as General Partner
Date: February 22, 2002	By:	/s/  DAN C. TUTCHER Dan C. Tutcher (President)

        Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February 22, 2002 by the following persons on behalf of the Registrant and in the capacities indicated with the General Partner.

/s/  DAN C. TUTCHER Dan C. Tutcher President and Director (Principal Executive Officer)	/s/  E.C. HAMBROOK E.C. Hambrook Director
/s/  J.R. BIRD J. R. Bird Director	/s/  J.L. BALKO J.L. Balko Chief Accountant (Principal Financial and Accounting Officer)
/s/  C.A. RUSSELL C.A. Russell Director	/s/  P.D. DANIEL P.D. Daniel Director
/s/  G.K. PETTY G.K. Petty Director	/s/  D.P. TRUSWELL D.P. Truswell Director

40

INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY INFORMATION AND
FINANCIAL STATEMENT SCHEDULES

ENBRIDGE ENERGY PARTNERS, L.P.

		Page
Financial Statements
	Report of Independent Accountants	F-2
	Consolidated Statements of Income for the Years Ended December 31, 2001, 2000, 1999	F-3
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000, 1999	F-4
	Consolidated Statements of Financial Position as at December 31, 2001 and 2000	F-5
	Consolidated Statements of Partners' Capital for the Years Ended December 31, 2001, 2000, 1999	F-6
	Notes to the Consolidated Financial Statements	F-7
Supplementary Information (Unaudited) Selected Quarterly Financial Data		F-20

FINANCIAL STATEMENT SCHEDULES

        Financial statement schedules not included in this Report have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Enbridge Energy Partners, L.P.:

In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of income, of partners' capital, and of cash flows present fairly, in all material respects, the financial position of Enbridge Energy Partners, L.P. and its subsidiaries (the Partnership) at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Houston, Texas
January 24, 2002

F-2

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

		Year ended December 31,
		2001		2000		1999
		(In Millions, Except Per Unit Amounts)
Revenues (Note 10)
	Transportation	$	311.7	$	305.6	$	312.6
	Energy marketing		26.1		—		—
	Processing		2.6		—		—
			340.4		305.6		312.6
Expenses
	Power		49.9		47.4		53.0
	Cost of natural gas		26.3		—		—
	Operating and administrative		104.5		80.6		71.5
	Depreciation		63.8		61.1		57.8
			244.5		189.1		182.3
Operating income			95.9		116.5		130.3
Interest and other income			2.8		4.8		3.4
Interest expense (Note 8)			(59.3)		(60.4)		(54.1)
Income before minority interest			39.4		60.9		79.6
Minority interest			(0.5)		(0.7)		(0.9)
Net income		$	38.9	$	60.2		78.7
Net income per unit (Note 5)		$	0.98	$	1.78	$	2.48
Weighted average units outstanding			30.2		28.9		28.0

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

F-3

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

				Year ended December 31,
				2001			2000			1999
				(In Millions)
Cash provided from operating activities
	Net income			$	38.9		$	60.2		$	78.7
	Adjustments to reconcile net income to cash provided from operating activities:
		Depreciation			63.8			61.1			57.8
		Interest on accrued rate refunds			—			—			0.7
		Minority interest			0.5			0.7			0.9
		Other			—			0.8			0.9
		Changes in operating assets and liabilities:
			Accounts receivable and other		(23.1	)		1.1			(3.2	)
			Oil overage balance		18.3			(4.2	)		(3.1	)
			Materials and supplies		(0.1	)		(0.3	)		(0.3	)
			General Partner and affiliates		0.7			(3.2	)		(1.2	)
			Accounts payable and other		23.2			(0.2	)		(2.4	)
			Interest payable		0.3			0.2			0.8
			Property and other taxes		(0.2	)		1.1			1.4
			Payment of rate refunds and related interest		—			—			(29.4	)
					122.3			117.3			101.6
Investing activities
	Repayments from affiliate (Note 9)				3.0			1.6			24.5
	Additions to property, plant and equipment				(35.0	)		(21.7	)		(82.9	)
	Change in construction payables				(2.1	)		(0.6	)		(32.7	)
	Asset acquisitions, net of cash acquired (Note 3)				(265.0	)		—			—
					(299.1	)		(20.7	)		(91.1	)
Financing activities
	Proceeds from unit issuances, net (Note 1)				171.3			—			119.7
	Loans from Enbridge Energy Company, Inc. (Note 3)				176.2			—			—
	Distributions to partners (Note 4)				(113.8	)		(110.4	)		(107.3	)
	Variable rate financing, net (Note 8)				(53.0	)		(85.0	)		(30.0	)
	Fixed rate financing, net (Note 8)				—			96.9			—
	Other				(0.5	)		0.2			—
	Minority interest				(0.4	)		(1.1	)		0.1
					179.8			(99.4	)		(17.5	)
Increase (decrease) in cash and cash equivalents					3.0			(2.8	)		(7.0	)
Cash and cash equivalents at beginning of year					37.2			40.0			47.0
Cash and cash equivalents at end of year				$	40.2		$	37.2		$	40.0

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

F-4

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

		December 31,
		2001		2000
		(In Millions, Except Unit Amounts)
ASSETS
Current assets
	Cash and cash equivalents	$	40.2	$	37.2
	Due from General Partner and affiliates		0.3		1.5
	Accounts receivable and other		63.1		25.7
	Oil overage balance		—		8.9
	Advances to affiliate (Note 9)		2.9		5.9
	Materials and supplies		8.5		7.7
			115.0		86.9
Property, plant and equipment, net (Note 6)			1,486.6		1,281.9
Other assets, net (Note 7)			47.6		7.9
		$	1,649.2	$	1,376.7
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
	Oil overage balance	$	9.4	$	—
	Accounts payable and other		48.5		17.4
	Interest payable		6.8		6.5
	Property and other taxes payable		14.4		14.4
	Loans from Enbridge Energy Company, Inc. (Note 3)		176.2		—
	Current portion of First Mortgage Notes		31.0		—
			286.3		38.3
Long-term debt (Note 8)			715.4		799.3
Contingencies (Note 11)
Minority interest			3.3		3.2
			1,005.0		840.8
Partners' capital
	Class A common unitholders (Units authorized and issued—29,053,634 in 2001 and 24,990,000 in 2000)		577.0		488.6
	Class B common unitholder (Units authorized and issued—3,912,750)		48.8		42.1
	General Partner		6.5		5.2
	Accumulated other comprehensive income (Note 12)		11.9		—
			644.2		535.9
		$	1,649.2	$	1,376.7

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

F-5

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

	Class A Common Unitholders			Class B Common Unitholder			General Partner			Accumulated Other Comprehensive Income		Total
	(Dollars in Millions)
Partners' capital at December 31, 1998	$	453.4		$	37.3		$	4.3		$	—	$	495.0
Allocation of net proceeds from unit issuance		106.2			12.4			1.1			—		119.7
Distributions to partners		(84.8	)		(13.6	)		(8.9	)		—		(107.3	)
Net income allocation		58.3			11.3			9.1			—		78.7
Partners' capital at December 31, 1999		533.1			47.4			5.6			—		586.1
Distributions to partners		(87.5	)		(13.7	)		(9.2	)		—		(110.4	)
Net income allocation		43.0			8.4			8.8			—		60.2
Partners' capital at December 31, 2000		488.6			42.1			5.2			—		535.9
Allocation of net proceeds from unit issuances (Note 1)		154.6			15.0			1.7			—		171.3
Distributions to partners		(90.6	)		(13.7	)		(9.5	)		—		(113.8	)
Subtotal		552.6			43.4			(2.6	)		—		593.4
Net income allocation		24.4			5.4			9.1			—		38.9
Other comprehensive income:
Gain on derivative financial instruments		—			—			—			11.9		11.9
Comprehensive Income		24.4			5.4			9.1			11.9		50.8
Partners' capital at December 31, 2001	$	577.0		$	48.8		$	6.5		$	11.9	$	644.2

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

F-6

ENBRIDGE ENERGY PARTNERS, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per unit amounts)

1. PARTNERSHIP ORGANIZATION AND NATURE OF OPERATIONS

        Enbridge Energy Partners, L.P., formerly Lakehead Pipe Line Partners, L.P., (the "Partnership"), is a publicly traded limited partnership that was formed in 1991 to acquire, own and operate the crude oil and natural gas liquids pipeline business of Enbridge Energy Company, Inc., formerly Lakehead Pipe Line Company, Inc. (the "General Partner"). The General Partner is an indirect, wholly-owned subsidiary of Enbridge Inc. ("Enbridge") of Calgary, Alberta, Canada. The Partnership owns a 99% limited partner interest in Enbridge Energy, Limited Partnership, formerly Lakehead Pipe Line Company, Limited Partnership ("Operating Partnership"). Both are Delaware limited partnerships. The Operating Partnership owns the United States portion of the world's longest liquid petroleum pipeline ("Lakehead System"). During 2001, the Partnership acquired the assets of Enbridge Pipelines (North Dakota) L.L.C. ("North Dakota System") and assets in east Texas ("East Texas System"). The assets acquired are held in a series of limited liability companies and limited partnerships owned, directly or indirectly, 100% by Enbridge Energy Partners, L.P.

        During the second quarter of 2001, the Partnership issued 1,813,634 Class A Common Units, which generated proceeds, net of issue expenses, of approximately $79.9 million. Proceeds from this offering were used to repay debt. On November 26, 2001, the Partnership completed the issuance of 2,250,000 Class A Common Units for net proceeds of $91.4 million. Proceeds from this offering were used to fund a portion of the East Texas System acquisition. After giving effect to the Class A Common Unit offerings, the General Partner has a 11.8% limited partner (in the form of 3,912,750 Class B Common Units) and 1.0% general partner interest in the Partnership, as well as a 1.0% general partner interest in the Operating Partnership.

        The reporting segments of the Partnership represent its businesses of pipeline transportation, natural gas processing, and natural gas marketing activities. The transportation business, which transports crude oil and natural gas liquids through common carrier pipeline systems, is the most significant segment. The Lakehead System is the largest business in this segment.

        The transportation segment includes the Lakehead System and the North Dakota System. The majority of shipments reach the Lakehead System at the Canada/United States border in North Dakota, through a Canadian pipeline system owned indirectly by Enbridge. Substantially all crude oil and natural gas liquids transported originate in western Canadian oil fields. Deliveries are made in the Great Lakes region of the U.S. and in the Province of Ontario, principally to refineries, either directly or through the connecting pipelines of other companies. The Partnership's natural gas processing segment includes natural gas treating and processing plants located in East Texas. The natural gas marketing segment primarily sells natural gas and related products to municipal utilities, industrial customers, and other third-party marketing companies and includes the related pipeline assets.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The consolidated financial statements of the Partnership are prepared in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Actual results could differ from those estimates and assumptions.

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Principles of Consolidation

        The financial statements of the Partnership include the accounts of the Partnership, the Operating Partnership and other wholly owned subsidiaries on a consolidated basis. The General Partner's 1.0% interest in the Operating Partnership is accounted for by the Partnership as a minority interest.

Regulation of Transportation Segment

        As an interstate common carrier oil pipeline, rates and accounting practices of the Lakehead System and the North Dakota System are under the regulatory authority of the Federal Energy Regulatory Commission ("FERC"). The East Texas System is rate regulated by the Texas Railroad Commission on a complaint basis.

Revenue Recognition

        Substantially all transportation pipeline system revenues are derived from transportation of crude oil, natural gas liquids ("NGLs") and natural gas and are recognized upon delivery. Natural gas gathering, treating and marketing revenues are recognized upon delivery of natural gas and related products.

Cash and Cash Equivalents

        Cash equivalents are defined as all highly marketable securities with a maturity of three months or less when purchased. They are accounted for as held-to-maturity securities and valued at amortized cost.

Oil Overage Balance

        Represents oil owed to, or receivable from, customers of the pipeline system. The balance also includes crude oil retained by the pipeline under terms of its transportation tariff.

Materials and Supplies

        Materials and supplies are stated at cost.

Deferred Financing Charges

        Deferred financing charges are amortized on the straight-line basis over the life of the related debt, which is comparable to results using the effective interest method.

Property, Plant and Equipment

        Property, plant and equipment is stated at cost. Expenditures for system expansion and major renewals and betterments are capitalized; maintenance and repair costs are expensed as incurred. Interest incurred on external borrowings during construction is capitalized. Depreciation of property, plant and equipment is provided on the straight-line basis over estimated service lives. For all segments, when property, plant and equipment are disposed of, the cost less net proceeds is normally charged to accumulated depreciation and no gain or loss on disposal of property is recognized.

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Goodwill and Other Intangible Assets

        Goodwill represents the excess of cost over fair value of assets of businesses acquired. Other intangible assets, primarily consisting of shipper contracts acquired on the East Texas System, are amortized on a straight-line basis over the life of the underlying assets. The Partnership tests goodwill and other intangible assets periodically to determine whether an impairment has occurred. An impairment occurs when the carrying amount of an asset exceeds the fair value of the recognized goodwill or intangible asset. If impairment has occurred, the loss is recorded in the period.

Income Taxes

        The Partnership is not a taxable entity for federal and state income tax purposes. Accordingly, no recognition has been given to income taxes for financial reporting purposes. The tax on Partnership net income is borne by the individual partners through the allocation of taxable income. Net income for financial statement purposes may differ significantly from taxable income of Unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Partnership Agreement. The aggregate difference in the basis of the Partnership's net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner's tax attributes in the Partnership is not available to the Partnership.

Derivative Financial Instruments

        The Partnership recognizes all derivative financial instruments as assets and liabilities and measures them at fair value. For derivative financial instruments that are designated and qualify as a cash flow hedge, the effective portions of changes in fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when the hedged item affects earnings. Changes in the fair value of derivatives that do not qualify for hedge treatment are recognized currently in earnings. The related cash flows from those derivative financial instruments accounted for as hedges are classified in the same category as the items being hedged.

        Net income and cash flows are subject to volatility stemming mainly from changes in interest rates, natural gas prices, and fractionation margins. In order to manage the risks to Partnership unitholders, the General Partner uses a variety of derivative financial instruments to create offsetting positions to specific commodity or interest rate exposures. All of these financial instruments are employed in connection with an underlying asset, liability or anticipated transaction and are not used for speculative purposes. In implementing its hedging programs, the General Partner has established a formal analysis and execution framework that requires the approval of the Board of Directors of the General Partner, or a committee of senior management.

        Derivative financial instruments are used primarily to hedge against the effect of future interest rate movements, to manage natural gas purchases on the East Texas System that are related to regional natural gas prices, and to hedge fractionation margins associated with the East Texas System processing assets. (See Note 12 to the Consolidated Financial Statements.)

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Comparative Amounts

        Certain reclassifications have been made to the prior years reported amounts to conform to the classifications used in the 2001 consolidated financial statements. These reclassifications have no impact on net income.

New Accounting Pronouncements

        In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement requires that all derivatives be recognized at fair value in the balance sheet and all changes in fair value be recognized currently in earnings or deferred as a component of other comprehensive income, depending on the intended use of the derivative. The Partnership adopted SFAS No. 133 on January 1, 2001.

        In June 2001, the FASB issued SFAS No. 141, "Business Combinations." This Statement requires the use of the purchase method for all business combinations. In addition, it requires the reassessment of intangible assets to determine if they are appropriately classified either separately or within goodwill. This Statement is effective for business combinations initiated after June 30, 2001. The Partnership adopted SFAS No. 141 on July 1, 2001 with no impact on results of operations, financial position or cash flows.

        In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". Under SFAS No. 142, goodwill and intangible assets with indefinite lives will not be amortized but will be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their useful lives, which will not be limited to a maximum life of forty years. The Partnership adopted SFAS No. 142 on January 1, 2002. This standard is not expected to have a material impact on results of operations, financial position or cash flows. With the adoption of SFAS No. 142, goodwill of $15.0 million is no longer subject to amortization over its estimated useful life.

        Also in July 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement Obligations" under which retirement obligations will be recognized at fair value in the period they are incurred. When the liability is initially recorded, the cost is capitalized by increasing the asset's carrying value, which is subsequently depreciated over its useful life. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Partnership is currently evaluating the potential effects if any, of adopting SFAS No. 143, on its financial condition and results of operations as well as the timing of its adoption.

        In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 establishes a single accounting model for long-lived assets to be disposed of by sale. The Statement retains most of the requirements in SFAS No. 121 related to the recognition of impairment of long-lived assets to be held and used. The Partnership adopted SFAS No. 144 on January 1, 2002. This standard is not expected to have a material impact on results of operations, financial position or cash flows.

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3. ACQUISITIONS

        On November 30, 2001, the Partnership acquired natural gas gathering, transportation, processing and marketing assets in east Texas. The assets were purchased for cash of $230.0 million plus estimated transaction costs of $0.5 million. The purchase was funded by the issuance of Class A Common Units with total net proceeds of $91.4 million and a short-term loan at market rates from the General Partner. The value allocated to the assets was determined by agreement between the parties and supported by an independent appraisal. Goodwill associated with the acquisition is $15.0 million, and is allocated entirely to the Partnership's marketing segment. Customer contracts are comprised entirely of natural gas purchase and sale contracts and are allocated entirely to the Partnership's marketing segment.

        The allocation of the purchase price is as follows.

Gathering and Transportation Assets	$	180.5
Processing Assets		20.0
Customer Contracts		15.0
Goodwill		15.0
Total	$	230.5

        The consolidated financial statements include the results of operations from, and the estimated fair value of assets at, the date of acquisition.

        Unaudited pro forma net income for the twelve months ended December 31, 2001 and December 31, 2000 is estimated to be $44.0 and $65.7 million, respectively. These estimates assume the acquisition of the East Texas System had occurred on January 1, 2001 and January 1, 2000, respectively, and represent the combined results of operations for each of the years ending December 31, 2001 and 2000. The unaudited pro forma financial results have been prepared for comparative purposes only and may not be indicative of results that would have occurred if the Partnership had acquired the assets as of January 1 of either year. Pro forma results for the year-ended 1999 are not representative due to significant natural gas volume increases since 1999.

        On May 18, 2001, the Partnership completed its acquisition of the assets of Enbridge Pipelines (North Dakota) L.L.C. for cash of $35.4 million, including working capital and transaction costs. This acquisition was accounted for using the purchase method. North Dakota System results of operations have been included in earnings from the date of the acquisition. The purchase price has been allocated to current assets, liabilities and to property, plant and equipment on the basis of estimated fair values with property, plant and equipment being depreciated over the economic life of the assets. No goodwill or intangible assets were recognized in the acquisition. The acquisition was funded by a short-term loan from the General Partner.

4. CASH DISTRIBUTIONS

        The Partnership distributes quarterly all of its "Available Cash", which is generally defined in the Partnership Agreement as cash receipts less cash disbursements and net additions to reserves for future requirements. These reserves are retained to provide for the proper conduct of the Partnership business and as necessary to comply with the terms of any agreement or obligation of the Partnership. Distributions by the Partnership of its Available Cash generally are made 98.0% to the Class A and B

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Common Unitholders and 2.0% to the General Partner, subject to the payment of incentive distributions to the General Partner to the extent that certain target levels of cash distributions to the Unitholders are achieved. The incremental incentive distributions payable to the General Partner are 15.0%, 25.0% and 50.0% of all quarterly distributions of Available Cash that exceed target levels of $0.59, $0.70, and $0.99 per Class A and B Common Units, respectively.

        In 2001 and 2000, the Partnership paid cash distributions of $3.50 per unit, consisting of $0.875 per unit paid in February, May, August and November. In 1999, the Partnership paid cash distributions of $3.485 per unit, consisting of $0.86 per unit paid in February and $0.875 per unit paid in May, August and November.

5. NET INCOME PER UNIT

        Net income per unit is computed by dividing net income, after deduction of the General Partner's allocation, by the weighted average number of Class A and Class B Common Units outstanding. The General Partner's allocation is equal to an amount based upon its 1.0% general partner interest, adjusted to reflect an amount equal to incentive distributions and an amount required to reflect depreciation on the General Partner's historical cost basis for assets contributed on formation of the Partnership. Net income per unit was determined as follows.

	Year ended December 31,
	2001		2000		1999
Net income	$	38.9	$	60.2	$	78.7
Net income allocated to General Partner		(0.4)		(0.6)		(0.8)
Incentive distributions and historical cost depreciation adjustments		(8.7)		(8.2)		(8.3)
		(9.1)		(8.8)		(9.1)
Net income allocable to Common Units	$	29.8	$	51.4	$	69.6
Weighted average units outstanding (millions)		30.2		28.9		28.0
Net income per unit	$	0.98	$	1.78	$	2.48

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6. PROPERTY, PLANT AND EQUIPMENT, NET

	December 31,
	Depreciation Rates	2001			2000
Land	—	$	7.8		$	6.4
Rights-of-way	3.8% - 4.35%		132.4			109.8
Pipeline	3.6% - 4.35%		1,111.5			957.9
Pumping equipment, buildings and tanks	4.2% - 4.35%		482.4			470.1
Compressors, meters, and other operating equipment	4.00%		15.6			—
Vehicles, office furniture and equipment	8.15% - 25.0%		38.7			34.3
Processing and treater plants	4.00%		41.8			—
Construction in progress	—		25.9			10.0
			1,856.1			1,588.5
Accumulated depreciation			(369.5	)		(306.6	)
		$	1,486.6		$	1,281.9

        Depreciation rates utilized by the Lakehead System were approved by the Federal Energy Regulatory Commission, effective January 1, 1999, coinciding with the in-service date for the Partnership's system expansion programs.

        Depreciation rates for the North Dakota System and the East Texas System are based on the lesser of the estimated remaining service lives of the properties or the estimated remaining life of crude oil or natural gas production in the basins served by the pipelines.

7. OTHER ASSETS, NET

	December 31,
	2001		2000
Customer Contracts	$	15.0	$	—
Goodwill		15.0		—
Other		17.6		7.9
	$	47.6	$	7.9

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8. DEBT

	December 31,
	2001			2000
First Mortgage Notes	$	310.0		$	310.0
Revolving Credit Facility Agreement		137.0			190.0
Senior Unsecured Notes, Net		299.4			299.3
	$	746.4		$	799.3
Current portion		(31.0	)		—
	$	715.4		$	799.3

First Mortgage Notes

        The First Mortgage Notes ("Notes") are secured by a first mortgage on substantially all of the property, plant and equipment of the Operating Partnership and are due and payable in ten equal annual installments beginning December 2002. The interest rate on the Notes is 9.15% per annum, payable semi-annually. The Notes contain various restrictive covenants applicable to the Partnership, and restrictions on the incurrence of additional indebtedness, including compliance with certain issuance tests. The General Partner believes these issuance tests will not negatively impact the Partnership's ability to finance future expansion projects. Under the Note Agreements, the Partnership cannot make cash distributions more frequently than quarterly in an amount not to exceed Available Cash (Note 4) for the immediately preceding calendar quarter. If the notes were to be paid prior to their stated maturities, the Note Agreements provide for the payment of a redemption premium by the Partnership.

Revolving Credit Facility Agreement

        As of December 31, 2001, Partnership had a $350.0 million Revolving Credit Facility Agreement scheduled to mature in September 2005. Upon drawdown, the loans are secured by a first lien on the mortgaged property that ranks equally with the Notes or may be fully collateralized with U.S. or Canadian government securities. The facility contains restrictive covenants substantially identical to those in the Note Agreements, provides for borrowing at variable interest rates and has a facility fee of 0.10% (2000—0.10%) per annum on the entire $350.0 million. At December 31, 2001, $137.0 million of the facility was utilized and was classified as long-term debt (2000—$190.0 million). The interest rate on loans averaged 5.3% (2000—6.7%; 1999—5.4%) for the year and was 2.3% at the end of 2001 (2000—6.2%).

        On January 29, 2002, the Partnership established two new unsecured credit facilities, a $300.0 million three-year term facility and a $300.0 million 364-Day facility, to replace the existing $350.0 million Revolving Credit Facility. Under the terms of these new facilities, the Partnership and the Operating Partnership may borrow funds up to a combined maximum of $300.0 million under the three-year term facility and a combined maximum of $300.0 million under the 364-Day Facility. In addition, when no default exists, the Partnership may designate any of its subsidiaries that is a material subsidiary to borrow under either or both the facilities and subject to complying with certain administrative procedures, it will be permitted to borrow. Any borrowings under either facility will be

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guaranteed by the Partnership, the Operating Partnership and any of its material subsidiaries, unless it is the borrower. Upon closing, indebtedness under the $350.0 million Revolving Credit Facility was refinanced with indebtedness drawn under the new credit facilities and the $350.0 million Revolving Credit Facility was terminated.

Senior Unsecured Notes

        The Operating Partnership has issued a total of $300 million of senior unsecured notes. The notes pay interest semi-annually and have varying maturities and terms as outlined in the table below. The senior unsecured notes do not contain any covenants restricting the issuance of additional indebtedness.

	December 31,
Senior Unsecured Notes	Interest Rate		2001			2000
Notes maturing in 2012	7.900	%	$	100.0		$	100.0
Notes maturing in 2018	7.000	%		100.0			100.0
Notes maturing in 2028	7.125	%		100.0			100.0
Unamoritized Discount				(0.6	)		(0.7	)
			$	299.4		$	299.3

Interest

        Interest expense is net of amounts capitalized of $0.3 million (2000—$0.3 million; 1999—$4.4 million). Interest paid amounted to $57.0 million (2000—$59.4 million; 1999—$56.1 million).

Debt Service Reserve

        Under the terms of the First Mortgage Notes and the Revolving Credit Facility in place at December 31, 2001, the Partnership is required to establish at the end of each quarter a debt service reserve in an amount equal to 50% of the prospective debt service payments for the immediate following calendar quarter. At December 31, 2001, the debt service reserve was $1.0 million (2000—$0.8 million).

        The aggregate long-term maturities for the five years ending December 31, 2002 through 2006 are $31.0 million per year of First Mortgage Notes and $137.0 million borrowed on the Revolving Credit Facility in 2005.

9. RELATED PARTY TRANSACTIONS

        The Partnership, which does not have any employees, uses the services of the General Partner and its affiliates for managing and operating its pipeline business. These services, which are reimbursed at cost in accordance with service agreements, amounted to $36.9 million (2000—$30.3 million; 1999—$34.3 million) and are included in operating and administrative expenses. At December 31, 2001, the Partnership has accounts receivable from the General Partner and affiliates of $0.3 million. At December 31, 2000, the Partnership had accounts receivable from the General Partner and affiliates of $1.5 million.

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        The Partnership has entered into an easement acquisition agreement with Enbridge Holdings (Mustang) Inc. ("Enbridge Mustang"), an affiliate of the General Partner. Enbridge Mustang acquired certain real property for the purpose of granting pipeline easements to the Partnership for construction of a new pipeline, completed during 1998, by the Partnership from Superior, Wisconsin to Chicago, Illinois. In order to provide for these real property acquisitions by Enbridge Mustang, the Partnership had made non-interest bearing cash advances to Enbridge Mustang. As Enbridge Mustang disposes of the real property, the advances are repaid. The advances amounted to $2.9 million at December 31, 2001 (2000—$5.9 million). Under the terms of the agreement, the Partnership will reimburse Enbridge Mustang the net cost of acquiring, holding and disposing of the real property.

        The Partnership has entered into an agreement with Tidal Energy Marketing Inc. ("Tidal") in which Enbridge Inc. has a 50% interest. Tidal is engaged in the business of crude oil and condensate marketing, transportation, storage and trading and providing related services. The agreement gives Tidal the ability to act as the Partnership's agent in the leasing of the Partnership's terminalling and storage facility, consisting of nine 100,000 barrels ("bbl") nominal capacity tanks and related facilities. The Partnership pays Tidal a monthly fee which includes 50% of the distributable proceeds from the tank leases. In 2001, the Partnership paid Tidal $0.3 million, (2000, $0.1 million).

        A portion of the purchase price related to the acquisition of the East Texas System and the North Dakota System was financed with short term loans from the General Partner. In January 2002, these loans were refinanced with a subordinated loan payable to the General Partner which matures in January 2007. This loan bears interest at a floating market based rate and the Partnership has the right to repay the principal amount of this loan plus accrued interest at any time, without penalty.

        The Partnership has entered into hedge transactions to substantially mitigate exposure to movements in commodity prices which arise from the Partnership's investment in the East Texas System. Enbridge currently provides a guarantee of the obligations in respect of these hedging transactions. Under the terms of the guarantee, the Partnership has agreed to pay Enbridge a fee, which is based on a formula that is consistent with what third party financial institutions would charge for this form of guarantee.

10. MAJOR CUSTOMERS

        Operating revenue received from major customers was as follows:

	Year ended December 31,
	2001		2000		1999
BP Canada Energy Company	$	73.4	$	69.6	$	71.9
ExxonMobil Canada Energy	$	59.7	$	48.3	$	42.2
PDV Midwest	$	21.4	$	33.7	$	23.7
Imperial Oil Limited	$	24.0	$	23.3	$	33.3

        The Partnership has a concentration of trade receivables from companies operating in the oil and gas industry. These receivables are collateralized by the crude oil and other products contained in the Partnership's pipeline and storage facilities.

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11. CONTINGENCIES

Environment

        The Partnership is subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to liquid and gas pipeline operations and the Partnership could, at times, be subject to environmental cleanup and enforcement actions. The General Partner manages this environmental risk through appropriate environmental policies and practices to minimize the impact to the Partnership. To the extent that the Partnership is unable to recover environmental costs in its rates, to the extent not recovered through insurance, the General Partner has agreed to indemnify the Partnership from and against any costs relating to environmental liabilities associated with the Lakehead System assets prior to the transfer to the Partnership in 1991. This excludes any liabilities resulting from a change in laws after such transfer. The Partnership continues to voluntarily investigate past leak sites on the Lakehead, North Dakota and East Texas Systems for the purpose of assessing whether any remediation is required in light of current regulations, and to date no material environmental risks have been identified.

Oil and Gas in Custody

        The Partnership's Lakehead System and North Dakota assets transport crude oil and NGLs owned by its customers for a fee. The volume of liquid hydrocarbons in the Partnership's pipeline system at any one time approximates 14 million barrels, virtually all of which is owned by the Partnership's customers. Under terms of the Partnership's tariffs, losses of crude oil not resulting from direct negligence of the Partnership may be apportioned among its customers. In addition, the Partnership maintains adequate property insurance coverage with respect to crude oil and NGLs in the Partnership's custody.

        Approximately 30% of the natural gas volume on the East Texas System is transported by customers on their contract with the remaining 70% purchased by the Partnership and sold to third parties downstream of the purchase point. The value of customer natural gas in custody of the East Texas System is not material to the Partnership.

12. FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

        The carrying amounts of cash equivalents approximate fair value because of the short-term maturities of these investments.

        Based on the borrowing rates currently available for instruments with similar terms and remaining maturities, the carrying value of borrowings under the Revolving Credit Facility approximate fair value, the fair value of the First Mortgage Notes approximates $342.6 million (2000—$346.5 million) and the fair value of the Senior Unsecured Notes approximates $291.4 million (2000—$290.3 million). Due to defined contractual make-whole arrangements, refinancing of the First Mortgage Notes and Senior Unsecured Notes would not result in any financial benefit to the Partnership.

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Fair Value of Derivative Financial Instruments

Interest rate risk:

        The Partnership enters into interest rate swaps to manage the effect of future interest rate movements on its interest costs. These agreements, maturing July 2002, meet the criteria for hedge accounting and are treated as cash flow hedges. On January 1, 2001, the Partnership recorded an unrealized loss of $0.1 million charged to Other Comprehensive Income, representing the transition adjustment for the cash flow hedges. During the year ended December 31, 2001, this payable increased to $1.9 million due to revaluation of the floating to fixed interest rate swaps and the entire amount is reflected in Other Comprehensive Income.

        Realized gains and losses on financial instruments used to hedge the Partnership's exposure to changes in future interest rates are recognized currently with the related interest expense.

Natural gas price risk:

        Earnings and cash flows of the East Texas System are sensitive to changes in the price of natural gas and fractionation margins. To mitigate volatility of cash flows, the Partnership enters into derivative financial instruments to manage its exposures. Gains and losses on cash flow hedging instruments are reflected in other comprehensive income and recognized in net income in the periods when the underlying transaction occurs. If the derivative financial instrument is no longer effective as a hedge, the Partnership will recognize future changes in the value of the financial instrument in net income.

        To hedge cash flow volatility associated with the East Texas System natural gas sales, at December 31, 2001, the Partnership has outstanding derivative financial instruments hedging 9,000 MMBtu/day of natural gas for a period approximating 10 years. The fair value of these contracts at December 31, 2001, is approximately $8.5 million receivable. The entire amount of the corresponding gain is recorded in Other Comprehensive Income.

        For the benefit of its customers, the East Texas System will enter into fixed price natural gas purchase contracts. No price risk is assumed by the East Texas System as simultaneous derivative financial instruments are put in place at the same time the customer contract is entered into. At December 31, 2001, the fair value of these derivative financial instruments is $6.8 million receivable.

        To hedge against unfavorable changes in processing fractionation margins, the Partnership has entered into a series of derivative financial instruments to sell components of natural gas liquids (ethane, propane, butane, condensate) through November 30, 2002. These hedges are done in conjunction with natural gas price hedges for 15,000 MMBtu/d to buy natural gas to hedge costs associated with processing liquids from the raw natural gas stream. Collectively, the value of these contracts at December 31, 2001 is approximately $1.5 million payable. The entire amount of the corresponding loss is recorded in Other Comprehensive Income.

        The financial instruments described above meet the criteria for hedge accounting and are treated as cash flow hedges with related gains or losses on the contracts recorded as operating revenue when the underlying transaction occurs.

        At December 31, 2001, no material credit risk exposure existed as the General Partner enters into financial instruments only with creditworthy institutions that possess investment grade ratings.

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13. SEGMENT INFORMATION

        The Partnership's operations are segmented based on the type of business activity and management control. The Partnership's transportation pipelines primarily receive, and deliver, crude oil, liquid hydrocarbons, natural gas, and natural gas liquids to, and from, other pipelines, refineries and provide gathering functions in certain areas.

        The Partnership provides marketing services to its customers. The Partnership's marketing activities include providing natural gas supply and sales services to some of its end-user customers by purchasing the natural gas supply from other marketers, pipeline affiliates, and natural gas producers and reselling the natural gas to the end-user. Natural gas processing revenues are realized from the extraction and sale of NGLs as well as the sale of the residual natural gas.

        The "Other" column consists of costs of financing, interest income and minority interest, which are not allocated to the other business segments.

        The following table presents certain financial information relating to the Company's business segments as of or for the year ended December 31, 2001. As discussed in Note 3 to the Consolidated Financial Statements, the results from the East Texas System were included since November 30, 2001. Comparative segment information for years 2000 and 1999 is not comparable, as a result of the Partnership having only one segment in prior years. December 2001 results for gas pipeline marketing and processing are not representative of full year expectations due to a maintenance shut down during the month.

	As of or for the Year Ended December 31, 2001
	Transportation		Marketing		Processing		Other			Totals
Operating revenues	$	311.7	$	26.1	$	2.6	$	—		$	340.4
Power		49.9		—		—		—			49.9
Cost of natural gas		—		24.1		2.2		—			26.3
Operating and administrative		102.9		1.4		0.2		—			104.5
Depreciation		63.1		0.6		0.1		—			63.8
Operating Income		95.8		—		0.1		—			95.9
Interest and other		—		—		—		2.8			2.8
Interest expense		—		—		—		(59.3	)		(59.3	)
		95.8		—		0.1		(56.5	)		39.4
Minority interest		—		—		—		(0.5	)		(0.5	)
Net income		95.8		—		0.1		(57.0	)		38.9
Total Assets		1,393.8		212.3		43.1		—			1,649.2
Capital Expenditures (excluding acquisitions)		35.0		—		—		—			35.0

F-19

ENBRIDGE ENERGY PARTNERS, L.P.

SUPPLEMENTARY INFORMATION (UNAUDITED)
SELECTED QUARTERLY FINANCIAL DATA
(Dollars in Millions, Except Per Unit Amounts)

2001 Quarters	First		Second		Third		Fourth		Total
Operating revenue	$	71.9	$	81.1	$	75.9	$	111.5	$	340.4
Operating income	$	24.7	$	25.9	$	20.5	$	24.8	$	95.9
Net income	$	10.1	$	11.6	$	6.6	$	10.6	$	38.9
Net income per unit(1)	$	0.27	$	0.32	$	0.13	$	0.26	$	0.98

2000 Quarters	First		Second		Third		Fourth		Total
Operating revenue	$	78.8	$	78.3	$	74.9	$	73.6	$	305.6
Operating income	$	33.3	$	31.2	$	29.0	$	23.0	$	116.5
Net income	$	20.1	$	16.5	$	14.2	$	9.4	$	60.2
Net income per unit(1)	$	0.62	$	0.49	$	0.42	$	0.25	$	1.78

(1)

The General Partner's allocation of net income has been deducted before calculating net income per unit.

F-20

QuickLinks

TABLE OF CONTENTS
Glossary
PART I

Items 1 & 2. Business and Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

PART III

Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

SIGNATURES
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY INFORMATION AND FINANCIAL STATEMENT SCHEDULES ENBRIDGE ENERGY PARTNERS, L.P.
FINANCIAL STATEMENT SCHEDULES
ENBRIDGE ENERGY PARTNERS, L.P. CONSOLIDATED STATEMENTS OF INCOME
ENBRIDGE ENERGY PARTNERS, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS
ENBRIDGE ENERGY PARTNERS, L.P. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ENBRIDGE ENERGY PARTNERS, L.P. CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
ENBRIDGE ENERGY PARTNERS, L.P. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per unit amounts)
ENBRIDGE ENERGY PARTNERS, L.P. SUPPLEMENTARY INFORMATION (UNAUDITED) SELECTED QUARTERLY FINANCIAL DATA (Dollars in Millions, Except Per Unit Amounts)

EX-10.30

================================================================================




                                CREDIT AGREEMENT

                          DATED AS OF JANUARY 29, 2002

                                      among

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

                      ENBRIDGE ENERGY, LIMITED PARTNERSHIP,
                                  as Borrower,

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

                                BANK OF MONTREAL,
                              as Syndication Agent

                         TORONTO DOMINION (TEXAS), INC.
                         AND FIRST UNION NATIONAL BANK,
                             as Documentation Agents

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC
                              AND BMO NESBITT BURNS
                                       as
                  Joint Lead Arrangers and Joint Book Managers




================================================================================



                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                            
ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS...........................................................1

         1.01     Defined Terms..................................................................................1

         1.02     Other Interpretive Provisions.................................................................18

         1.03     Accounting Terms..............................................................................19

         1.04     Rounding......................................................................................19

         1.05     References to Agreements and Laws.............................................................19

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS.....................................................19

         2.01     Loans.........................................................................................19

         2.02     Borrowings, Conversions and Continuations of Loans............................................20

         2.03     Intentionally Blank...........................................................................21

         2.04     Letters of Credit.............................................................................21

         2.05     Designation of Additional Borrower............................................................28

         2.06     Prepayments...................................................................................28

         2.07     Reduction or Termination of Commitments.......................................................29

         2.08     Repayment of Loans............................................................................29

         2.09     Interest......................................................................................29

         2.10     Fees..........................................................................................30

         2.11     Computation of Interest and Fees..............................................................30

         2.12     Evidence of Debt..............................................................................31

         2.13     Payments Generally............................................................................31

         2.14     Sharing of Payments...........................................................................33

         2.15     Extension of Maturity Date....................................................................33

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY....................................................34

         3.01     Taxes.........................................................................................34

         3.02     Illegality....................................................................................35

         3.03     Inability to Determine Rates..................................................................36

         3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans........36

         3.05     Funding Losses................................................................................38

         3.06     Matters Applicable to all Requests for Compensation...........................................38

         3.07     Survival......................................................................................38

ARTICLE IV.           CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.................................................39


                                       i


         4.01     Conditions of Initial Credit Extension........................................................39

         4.02     Conditions to all Credit Extensions...........................................................40

ARTICLE V.            REPRESENTATIONS AND WARRANTIES............................................................41

         5.01     Existence, Qualification and Power; Compliance with Laws......................................41

         5.02     Authorization; No Contravention...............................................................42

         5.03     Governmental Authorization....................................................................42

         5.04     Binding Effect................................................................................42

         5.05     Financial Statements; No Material Adverse Effect..............................................42

         5.06     Litigation....................................................................................43

         5.07     No Default....................................................................................43

         5.08     Ownership of Property; Liens..................................................................43

         5.09     Environmental Compliance......................................................................43

         5.10     Insurance.....................................................................................44

         5.11     Taxes.........................................................................................44

         5.12     ERISA Compliance..............................................................................44

         5.13     Subsidiaries..................................................................................44

         5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act................44

         5.15     Disclosure....................................................................................45

ARTICLE VI.           AFFIRMATIVE COVENANTS.....................................................................45

         6.01     Financial Statements..........................................................................45

         6.02     Certificates; Other Information...............................................................46

         6.03     Notices.......................................................................................46

         6.04     Payment of Obligations........................................................................47

         6.05     Preservation of Existence, Etc................................................................47

         6.06     Maintenance of Properties.....................................................................47

         6.07     Maintenance of Insurance......................................................................47

         6.08     Compliance with Laws..........................................................................48

         6.09     Books and Records.............................................................................48

         6.10     Inspection Rights.............................................................................48

         6.11     Intentionally Blank...........................................................................48

         6.12     Use of Proceeds...............................................................................48


                                       ii


         6.13     Guaranties....................................................................................48

ARTICLE VII.          NEGATIVE COVENANTS........................................................................50

         7.01     Liens.........................................................................................50

         7.02     Investments...................................................................................52

         7.03     Indebtedness..................................................................................52

         7.04     Mergers; Sale of Assets.......................................................................54

         7.05     Intentionally Blank...........................................................................55

         7.06     Intentionally Blank...........................................................................55

         7.07     Distributions.................................................................................55

         7.08     ERISA.........................................................................................55

         7.09     Change in Nature of Business..................................................................55

         7.10     Transactions with Affiliates..................................................................55

         7.11     Burdensome Agreements.........................................................................55

         7.12     Use of Proceeds...............................................................................56

         7.13     Consolidated Leverage Ratio...................................................................56

         7.14     Debt Rating...................................................................................56

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES............................................................56

         8.01     Events of Default.............................................................................56

         8.02     Remedies Upon Event of Default................................................................58

ARTICLE IX.           ADMINISTRATIVE AGENT......................................................................59

         9.01     Appointment and Authorization of Administrative Agent.........................................59

         9.02     Delegation of Duties..........................................................................59

         9.03     Liability of Administrative Agent.............................................................60

         9.04     Reliance by Administrative Agent..............................................................60

         9.05     Notice of Default.............................................................................61

         9.06     Credit Decision; Disclosure of Information by Administrative Agent............................61

         9.07     Indemnification of Administrative Agent.......................................................61

         9.08     Administrative Agent in its Individual Capacity...............................................62

         9.09     Successor Administrative Agent................................................................62

         9.10     Other Agents; Lead Arrangers, Etc.............................................................63

ARTICLE X.            MISCELLANEOUS.............................................................................63

         10.01    Amendments, Etc...............................................................................63


                                      iii


         10.02    Notices and Other Communications; Facsimile Copies............................................64

         10.03    No Waiver; Cumulative Remedies................................................................65

         10.04    Attorney Costs, Expenses and Taxes............................................................65

         10.05    Indemnification by the Borrowers..............................................................66

         10.06    Payments Set Aside............................................................................66

         10.07    Successors and Assigns........................................................................67

         10.08    Confidentiality...............................................................................69

         10.09    Set-off.......................................................................................70

         10.10    Interest Rate Limitation......................................................................70

         10.11    Counterparts..................................................................................71

         10.12    Integration...................................................................................71

         10.13    Survival of Representations and Warranties....................................................71

         10.14    Severability..................................................................................71

         10.15    Foreign Lenders...............................................................................71

         10.16    Removal and Replacement of Lenders............................................................72

         10.17    Governing Law.................................................................................73

         10.18    Waiver of Right to Trial by Jury..............................................................73

         10.19    ENTIRE AGREEMENT..............................................................................73

SIGNATURES.....................................................................................................S-1




                                       iv




SCHEDULES


2.01     Commitments and Pro Rata Shares
5.06     Litigation
5.09     Environmental Matters
5.13     Subsidiaries and Other Equity Interests
7.01     Existing Liens
7.03     Existing Indebtedness
10.02    Eurodollar and Domestic Lending Offices, Addresses for Notices






EXHIBITS

         FORM OF

A        Loan Notice
B        Loan Note
C        Compliance Certificate
D        Assignment and Acceptance Agreement
E        Guarantee
F        Opinion of Counsel
G        Subordination Agreement




                                       v


                                CREDIT AGREEMENT



         THIS CREDIT AGREEMENT dated as of January 29, 2002 is made and entered
into by and among ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership
(the "MLP"), ENBRIDGE ENERGY, LIMITED PARTNERSHIP, a Delaware limited
partnership (the "OPERATING PARTNERSHIP" and together with the MLP and any other
Person that becomes a Borrower pursuant to SECTION 2.05 hereof, the
"BORROWERS"), each lender from time to time party hereto (collectively, the
"LENDERS" and individually, a "LENDER"), BANK OF AMERICA, N.A., as
Administrative Agent, and L/C Issuer, Bank of Montreal, as Syndication Agent,
and Toronto Dominion (Texas), Inc. and First Union National Bank, as
Documentation Agents.

         The Borrowers have requested that the Lenders provide a revolving
credit facility, and the Lenders are willing to do so on the terms and
conditions set forth herein.

         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 SUBSIDIARY" has the meaning set forth in the definition of
"INCREMENTAL EBITDA".

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

         "ADMINISTRATIVE AGENT'S OFFICE" means the Administrative Agent's
address and, as appropriate, account as set forth on SCHEDULE 10.02, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrowers and the Lenders.

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

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

         "AFFILIATE" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or


                                    Exh F--1
                           Form of Opinion of Counsel


indirectly, power to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.

         "AGENT/ARRANGER FEE LETTER" has the meaning specified in SECTION
2.10(c).

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

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

         "AGREEMENT" means this Credit Agreement.

         "APPLICABLE RATE" means the following percentages per annum, based upon
the Debt Rating:



- ------------------------------------------------------------------------------------------------------------
                                             APPLICABLE RATE
- ------------------------------------------------------------------------------------------------------------
                                                                EURODOLLAR RATE
                                                                  PLUS (+) AND     BASE
                                                                APPLICABLE RATE    RATE
  PRICING             DEBT RATINGS                               FOR LETTERS OF    PLUS      UTILIZATION
   LEVEL              S&P/MOODY'S           FACILITY FEE RATE        CREDIT          (+)       FEE RATE
- ------------------------------------------------------------------------------------------------------------
                                                                              
- ------------------------------------------------------------------------------------------------------------
     1        A/A2 or higher                      .125%               .35%           -0-         .1%
- ------------------------------------------------------------------------------------------------------------
     2        A-/A3                               .15%               .475%           -0-         .1%
- ------------------------------------------------------------------------------------------------------------
     3        BBB+/Baa1                           .175%              .575%           -0-        .125%
- ------------------------------------------------------------------------------------------------------------
     4        BBB/Baa2                             .2%               .675%           -0-        .125%
- ------------------------------------------------------------------------------------------------------------
     5        BBB-/Baa3 or lower                  .25%               .875%           -0-        .125%
- ------------------------------------------------------------------------------------------------------------


                  "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 Operating Partnership'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 5 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 higher
         than the lower Debt Rating shall apply.


                                       2


Initially, the Applicable Rate shall be determined based upon the Debt Rating
specified in the certificate delivered pursuant to SECTION 4.01(a)(vii).
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 each of Banc of America Securities LLC and BMO Nesbitt
Burns, in their respective capacities as joint lead arrangers and joint book
managers.

         "ASSIGNEE CONDITIONS" means, in relation to any Person described in
clause (c) of the defined term "Eligible Assignee", the conditions as follow:
(i) if a Lender assigns to such an Eligible Assignee less than all of its
Commitment and the Loans at the time owing to it (or a participation in its L/C
Obligations), any right of such assigning Lender and such assignee to vote as a
Lender, or any other direct claim or right against any Borrower or Guarantor 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 any Loan Party 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 ACCEPTANCE" means an Assignment and Acceptance
substantially in the form of EXHIBIT D.

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

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

         "AUDITED FINANCIAL STATEMENTS" means the audited consolidated balance
sheet of the MLP and its Subsidiaries and Unrestricted Subsidiaries for the
fiscal year ended December 31, 2000, and the related consolidated statements of
income and cash flows for such fiscal year of such Persons.

         "BANK OF AMERICA" means Bank of America, N.A.

         "BASE RATE" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such prime rate is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
prime rate. Any


                                       3


change in such prime rate announced by Bank of America shall take effect at the
opening of business on the day specified in the public announcement of such
change.

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

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

         "BORROWERS" has the meaning set forth in the introductory paragraph
hereto and with respect to each such Persons, includes its successors and
assigns permitted hereby, if any.

         "BORROWING" means a borrowing consisting of simultaneous Loans of the
same Type and having the same Interest Period made by each of the Lenders
pursuant 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 MLP, 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 MLP or (iii) the failure of the Operating
Partnership to constitute a Subsidiary of the MLP.

         "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.

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


                                       4


         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of EXHIBIT C.

         "CONSOLIDATED EBITDA" means, for any period, for the MLP and its
Subsidiaries (for the avoidance of doubt, excluding the Unrestricted
Subsidiaries) on a consolidated basis, an amount equal to the sum of (a)
Consolidated Net Income, (b) Consolidated Interest Charges, (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 MLP and its Subsidiaries (for the avoidance of doubt, excluding the
Unrestricted Subsidiaries) on a consolidated basis, the sum of (without
duplication) (a) the outstanding principal amount of all obligations, whether
current or long-term, for borrowed money (including all Obligations hereunder),
(b) that portion of obligations with respect to capital leases that are
capitalized in the consolidated balance sheet of the MLP 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 MLP or any of its Subsidiaries and
excluding in all cases Qualifying Subordinated Indebtedness owing to an
Affiliate of the Borrower.

         "CONSOLIDATED INTEREST CHARGES" means, for any period, for the MLP and
its Subsidiaries (for the avoidance of doubt, excluding the Unrestricted
Subsidiaries) on a consolidated basis, all interest expense (and in the case of
capital leases the portion of rent expense that is treated as interest in
accordance with GAAP) on all Consolidated Funded Debt of the MLP and its
Subsidiaries during such period.

         "CONSOLIDATED NET INCOME" means, for any period, for the MLP and its
Subsidiaries on a consolidated basis, the net income of the MLP 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;
PROVIDED, for the purposes of SECTION 6.13(b), this term shall also include the
Unrestricted Subsidiaries.

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

         "364-DAY CREDIT AGREEMENT" means that certain 364-Day Credit Agreement
dated as of January 29, 2002, by and among the MLP, the Operating Partnership
and any other Person that becomes a Borrower (as such term is defined therein)
thereunder, the lenders party thereto, Bank of America, N.A., as administrative
agent, Bank of Montreal, as syndication agent, and Toronto Dominion (Texas),
Inc. and First Union National Bank, as documentation agents.

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


                                       5


         "DEBT RATING" has the meaning set forth in the definition of
"APPLICABLE RATE."

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

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

         "DEFAULT RATE" means an interest rate equal to (a) the Base 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.

         "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.

         "DOCUMENTATION AGENTS" means Toronto Dominion (Texas), Inc. and First
Union National Bank in their capacity as documentation agents under any of the
Loan Documents, or any successor documentation agents.

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

         "EBITDA" means for any period and for any Person and its consolidated
Subsidiaries the sum of (a) net income of such Person and its consolidated
Subsidiaries from continuing operations (excluding gains or losses resulting
from mark to market activity as a result of the implementation of Statement of
Financial Accounting Standard 133, as amended) before extraordinary items
(excluding gains or losses from dispositions of assets), and (b) to the extent
deducted in determining net income of such Person and its consolidated
Subsidiaries (i) all interest 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 (a) a Lender; (b) an Affiliate of a Lender
that is financially capable of performing the obligations of a Lender under this
Agreement; (c) an Approved Fund


                                       6


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

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

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

         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control with the MLP 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 MLP of liability with respect to a withdrawal by
the MLP 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 MLP
of liability with respect to a complete or partial withdrawal by the MLP or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the incurrence by the MLP 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 MLP 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 MLP 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 for any Interest Period with respect to any
Eurodollar Rate Loan:

                  (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or


                                       7


                  (b) if the rate referenced in the preceding subsection (a)
         does not appear on such page or service or such page or service shall
         cease to be available, the rate per annum equal to the rate determined
         by the Administrative Agent to be the offered rate on such other page
         or other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c) if the rates referenced in the preceding subsections (a)
         and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest (rounded upward to the
         next 1/100th of 1%) 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 Eurodollar Rate Loan being made, continued or converted
         by Bank of America and with a term equivalent to such Interest Period
         would be offered by Bank of America's London Branch to major banks in
         the offshore Dollar market at their request at approximately 11:00 a.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

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

         "EVENT OF DEFAULT" means any of the events or circumstances specified
in ARTICLE VIII.

         "EXISTING CREDIT FACILITY" means that certain Amended and Restated
Revolving Credit Agreement dated as of September 6, 1996, as amended and in
effect, among the Operating Partnership, the General Partner, Bank of Montreal,
as agent for the lenders party thereto, Harris Trust and Savings Bank, as
collateral agent for such lenders, and such lenders.

         "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.

         "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.


                                       8


         "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
MLP.

         "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.

         "GUARANTORS" means, collectively, the MLP and each Material Subsidiary
which executes and delivers to the Administrative Agent a Guarantee, so long as
such Guarantee shall not have been expressly terminated by the Administrative
Agent and the Lenders or shall not have been terminated in accordance with its
express terms, in each case with respect to such Person.

         "GUARANTEE" means each Guarantee made by the Guarantors in favor of the
Administrative Agent on behalf of the Lenders, substantially in the form of
EXHIBIT E, as amended and in effect from time to time.

         "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 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


                                       9


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).

         "INCREMENTAL EBITDA" means, (i) as to any Person which becomes a
Subsidiary (an "ACQUIRED SUBSIDIARY") as a result of an acquisition by a
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 a 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 MLP 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 prepaid interest thereon) secured by a Lien on property
         owned or being purchased by such Person (including indebtedness arising
         under conditional sales or other title retention agreements), whether
         or not such indebtedness shall have been assumed by such Person or is
         limited in recourse;

                  (e) capital leases; and

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

         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.


                                       10


         "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION 10.05.

         "INDEMNITEES" has the meaning set forth in SECTION 10.05.

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

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

                  (ii) any Interest Period that would otherwise end on a day
         that is not a Business Day shall be extended to the next succeeding
         Business Day unless, in the case of a Eurodollar Rate Loan, such
         Business Day falls in another calendar month, in which case such
         Interest Period shall end on the next preceding Business Day;

                  (iii) any Interest Period pertaining to a 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 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 scheduled
         Maturity Date.

         "IRS" means the United States Internal Revenue Service.

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

         "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.


                                       11


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

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

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

         "LENDING OFFICE" means, as to any Lender, the office or offices of such
Lender described as such on SCHEDULE 10.02, or such other office or offices as a
Lender may from time to time notify the Borrowers and the Administrative Agent.

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

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

         "LETTER OF CREDIT EXPIRATION DATE" means the day that is seven days
prior to the Maturity Date (or, if such day is not a Business Day, the next
preceding Business Day).

         "LETTER OF CREDIT SUBLIMIT" means an amount equal to the lesser of the
Commitments and $25,000,000. The Letter of Credit Sublimit is part of, and not
in addition to, the Commitments.

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

         "LOAN" means an extension of credit by a Lender to a Borrower under
SECTION 2.01.

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

         "LOAN NOTICE" means written or telephonic notice of (a) a Borrowing,
(b) a conversion of Loans from one Type to the other, or (c) a continuation of
Loans as the same Type, pursuant to SECTION 2.02(a), which, if in writing, shall
be substantially in the form of EXHIBIT A or if telephonic, shall be immediately
followed by written notice in the form of EXHIBIT A; PROVIDED,


                                       12


any such telephone notice shall be irrevocable when given notwithstanding that
it is required to be so confirmed in writing.

         "LOAN PARTIES" means, collectively, the Borrowers and the Guarantors.

         "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 MLP and its consolidated Subsidiaries
(other than the Unrestricted Subsidiaries) taken as a whole; (b) a material
impairment of the ability of any Loan Party to pay any Obligation when due or
otherwise to perform its material obligations under this Agreement, any
Guarantee or any Note, in each case, to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability of
this Agreement, any Guarantee or any Note, in each case, against any Loan Party
a party thereto.

         "MATERIAL SUBSIDIARY" means (i) any Borrower (other than the MLP) and
any Subsidiary of the MLP (other than, for the avoidance of doubt, an
Unrestricted Subsidiary) which in each case would be 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 and (ii) any Subsidiary which is designated as a Material
Subsidiary pursuant to SECTION 6.13.

         "MATURITY DATE" means (a) January 29, 2005, or such later date to which
the tenor of the Commitments may be extended in accordance with the terms
hereof, or (b) such earlier date upon which the Commitments may be terminated in
accordance with the terms hereof.

         "MLP" has the meaning set forth in the introductory paragraph hereto,
and with respect to such Persons, includes its successors and assigns permitted
hereby.

         "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 MLP 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


                                       13


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 MLP or any ERISA
Affiliate makes or is obligated to make contributions.

         "NET TANGIBLE ASSETS" means tangible assets of the MLP and its
Subsidiaries (excluding the Unrestricted Subsidiaries) on a consolidated basis.

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

         "OBLIGATIONS" means all advances to, and debts, liabilities and
obligations of, any Loan Party 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 any Loan Party of any proceeding under any Debtor Relief Laws naming
such Person as the debtor in such proceeding.

         "OPERATING PARTNERSHIP" has the meaning set forth in the introductory
paragraph hereto, and with respect to such Person, includes its successors and
assigns permitted hereby.

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

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

         "PARTICIPANT" has the meaning specified in SECTION 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PENSION PLAN" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA, and in respect of which any Borrower or any ERISA
Affiliate is Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of (or if such plan were


                                       14


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 any Borrower or any ERISA Affiliate.

         "PRO FORMA EBITDA" means, at the time of any determination thereof,
without duplication, (a) Consolidated Net Income of the MLP and its consolidated
Subsidiaries, plus, (b) to the extent actually deducted in determining such
consolidated net income, Consolidated Interest Charges, income taxes,
depreciation and amortization for the MLP and its consolidated Subsidiaries, for
the preceding four quarters, (c) calculated on a pro forma basis (1) making
adjustments for acquisitions of any Person or all or substantially all of the
business or assets of any other Person or the operating division or business
unit of any Person made during such four quarters, to the extent not reflected
in such consolidated net income, and (2) including Total AFUDC (but not an
amount of Total AFUDC in excess of 5% of Consolidated EBITDA of the MLP and its
consolidated Subsidiaries for such four quarters).

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

         "PRO RATA SHARE" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Commitments set forth opposite
the name of such Lender on SCHEDULE 2.01, as such share may be adjusted as
contemplated herein.

         "QUALIFYING SUBORDINATED INDEBTEDNESS" means Indebtedness of a Borrower
or a Subsidiary owing to an Affiliate of a Borrower or a Subsidiary (in each
case, other than an Unrestricted Subsidiary) provided that (i) such Indebtedness
has a maturity date of at least six months subsequent to the Maturity Date, (ii)
interest accruing on such Indebtedness is, at the option of the obligor thereof,
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
Maturity Date in effect at the time of the incurrence of such Indebtedness and
(iv) such Indebtedness is


                                       15


expressly subordinated to the Obligations under the Loan Documents pursuant to a
subordination in the form of Exhibit G hereto.

         "RATED BORROWER" means, at any time it is a Borrower, the MLP or any
Subsidiary of the MLP which has a rating of its senior unsecured long term
non-credit enhanced Indebtedness by either S&P or Moody's, in each case, from
and after the effective date of any such rating.

         "REGISTER" has the meaning set forth in SECTION 10.07(c).

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

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

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

         "RESPONSIBLE OFFICER" means the president, chief financial officer,
chief accountant, controller, treasurer, assistant treasurer, secretary or
assistant secretary of a Loan Party.

         "RESTRICTIVE AGREEMENT" has the meaning set forth in SECTION 6.14(i).

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

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

         "SENIOR UNSECURED NOTES" means, collectively, the following: (a) the 7%
senior notes due 2018 in the aggregate principal amount of $100,000,000 issued
by the Operating Partnership pursuant to the Senior Indenture; (b) the 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 and 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


                                       16


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 a Borrower.
Notwithstanding the foregoing or anything contained or referred to in any Loan
Document to the contrary, no Unrestricted Subsidiary shall be deemed a
Subsidiary of any Borrower for any purpose under any Loan Document.

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

         "SWAP TERMINATION VALUE" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include any Lender).

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

         "THRESHOLD AMOUNT" means $25,000,000.

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

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

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


                                       17


         "UNREIMBURSED AMOUNT" has the meaning set forth in SECTION 2.04(c)(i).


         "UNRESTRICTED SUBSIDIARIES" means any Subsidiary of the MLP or any
Subsidiary that is designated to the Administrative Agent in writing by the MLP
as an Unrestricted Subsidiary after the date hereof; PROVIDED, HOWEVER, that no
Subsidiary shall 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 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 a
Loan Party is a party, or (iv) such Subsidiary is a Loan Party or based on the
financial statements most recently delivered pursuant to SECTION 6.01, or the
good faith determination by the MLP, is a Material 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, 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.

         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


                                       18


         cure period continues uncured, unwaived or otherwise unremedied, or
         with respect to the event or circumstance giving rise thereto, and
         after the passage of the applicable notice or cure period, continues
         uncured, unwaived or otherwise unremedied.

         (c) In the computation of periods of time from a specified date to a
later specified date, the word "FROM" means "FROM AND INCLUDING;" the words "TO"
and "UNTIL" each mean "TO BUT EXCLUDING;" and the word "THROUGH" means "TO AND
INCLUDING."

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

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

         1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrowers 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.

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 LOANS.

         Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a "LOAN") to any one or more of
the Borrowers 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 to all
Borrowers not to exceed at any time outstanding the amount of such Lender's
Commitment; PROVIDED, HOWEVER, that after giving effect to any Borrowing, (i)
the aggregate Outstanding Amount of all Loans and L/C Obligations shall not
exceed the Commitments, and (ii) the aggregate Outstanding Amount of the Loans
of any Lender, PLUS such Lender's Pro Rata Share of the Outstanding Amount of
all L/C Obligations shall not exceed such Lender's Commitment. Within the limits
of each Lender's Commitment, and subject to the other terms and conditions
hereof, the Borrowers may borrow under this SECTION 2.01, prepay under


                                       19


SECTION 2.06, and reborrow under this SECTION 2.01. Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.

         2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

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

         (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of its Pro Rata Share of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by a Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection.
In the case of a Borrowing, each Lender shall make the amount of its Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m., 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 relevant Borrower in like funds as received
by the Administrative Agent either by (i) crediting the account of such 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 such 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 relevant Borrower as provided above.


                                       20


         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders, and the Required Lenders may demand
that any or all of the then outstanding Eurodollar Rate Loans be converted to
Base Rate Loans at the end of the respective Interest Periods therefor, if at
the end of such periods, a Default or an Event of Default is then in existence.

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

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

         2.03 INTENTIONALLY BLANK.

         2.04 LETTERS OF CREDIT.

         (a) THE LETTER OF CREDIT COMMITMENT.

                  (i) Subject to the terms and conditions set forth herein, (A)
         the 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 any one of the Borrowers, 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 any one
         of the Borrowers; PROVIDED that the L/C Issuer shall not 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 Commitments, (y) the aggregate Outstanding Amount of the Loans of
         any Lender, PLUS such Lender's Pro Rata Share of the Outstanding Amount
         of all L/C Obligations, 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 Borrowers' ability to obtain Letters
         of Credit shall be fully revolving, and accordingly the Borrowers 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.


                                       21


                  (ii) The L/C Issuer shall be under no 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 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 after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

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

                           (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.

                  (iii) The L/C Issuer shall be under no 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 one of the Borrowers delivered to the
         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 relevant Borrower or Borrowers. 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


                                       22


         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; and (G) such other matters as the L/C Issuer
         may require. In the case of a request for an amendment of any
         outstanding Letter 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; and (D) such other matters as the L/C Issuer may require.

                  (ii) Promptly after receipt of any 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 one or more of the
         Borrowers 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
         relevant Borrower or Borrowers 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 relevant Borrower or Borrowers 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 L/C
         Issuer shall notify the Borrower that requested the issuance of such
         Letter of Credit and the Administrative Agent thereof. Not later than
         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"), such
         requesting Borrower shall reimburse the L/C Issuer through the
         Administrative Agent in an amount equal to the amount of such drawing.
         If such Borrower fails to so reimburse the L/C Issuer by such 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, such
         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


                                       23


         conditions set forth in SECTION 4.02 (other than the delivery of a Loan
         Notice). Any notice given by the 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 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 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 Loan to
         the relevant 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, such
         owing 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, any 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 Borrowers 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


                                       24


         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 Federal Funds Rate
         from time to time in effect. 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 the 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), if the Administrative Agent receives for the account of
         the L/C Issuer any payment related to such Letter of Credit (whether
         directly from a 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 the 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 requesting Borrowers to
reimburse the L/C Issuer for each drawing under each Letter of Credit that it
has requested to be issued, and to repay each such L/C Borrowing and each
drawing under a Letter of Credit that is paid by a corresponding Borrowing of
Loans or L/C Advances, shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                  (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 any 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;


                                       25


                  (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, any 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.

         Each 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 such Borrower's
instructions or other irregularity, such Borrower shall immediately notify the
L/C Issuer. Each 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 each Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. No Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence, willful misconduct or violation of Law; or (iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. Each
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, such Borrower may have a claim against the L/C
Issuer, and the L/C Issuer may be liable to such Borrower, to


                                       26


the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by such Borrower which such 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 MLP 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). Each of the Borrowers 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 MLP. Cash Collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America or other institutions
satisfactory to it.

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

         (i) LETTER OF CREDIT FEES. The Borrower requesting the issuance of a
Letter of Credit 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


                                       27


Credit Expiration Date. If there is any change in the Applicable Rate during any
quarter, the actual daily amount of each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.

         (j) FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C
ISSUER. The Borrower requesting the issuance of a Letter of Credit shall pay
directly to the L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit issued at its request, as provided in the Agent/Arranger
Fee Letter, due and payable quarterly in arrears on the last Business Day of
each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, and on the Letter of Credit
Expiration Date. In addition, the Borrower requesting the issuance of a Letter
of Credit shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit issued at its
request as from time to time in effect. Such fees and charges are due and
payable on demand and are nonrefundable.

         (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 DESIGNATION OF ADDITIONAL BORROWER.

         The MLP shall have the right to designate any Material Subsidiary as an
additional Borrower hereunder by notifying the Administrative Agent and the
Lenders in writing of such designation. Upon execution and delivery to the
Administrative Agent of instruments, documents and opinions of the type
described in clauses (i), (ii), (v), (vi), (vii), (viii) and (x) of Section
4.01(a) with respect to such additional Borrower in form and substance
satisfactory to the Administrative Agent, and provided that no Default or Event
of Default shall have occurred and be continuing, such Material Subsidiary shall
become a Borrower hereunder with all rights and all obligations as if it were a
Borrower on the date hereof.

         2.06 PREPAYMENTS.

         (a) The Borrowers, or any one of them, may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Loans
in whole or in part without premium or penalty; 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 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 a Borrower, the Borrower to whom such
Loan was made shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein. Any
prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to
SECTION 3.05.


                                       28


Each such prepayment shall be applied to the Loans of the Lenders in accordance
with their respective Pro Rata Shares.

         (b) If for any reason the Outstanding Amount of all Loans and L/C
Obligations at any time exceeds the Commitments then in effect, the Borrower or
Borrowers (as applicable) shall immediately prepay their respective 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 MLP may, upon notice
to the Administrative Agent, terminate the Commitments, or permanently reduce
the Commitments to an amount not less than the then Outstanding Amount of all
Loans and L/C Obligations; 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 the Commitments. Once
reduced in accordance with this Section, the Commitments may not be increased.
Any reduction of the Commitments shall be applied to the Commitment of each
Lender according to its Pro Rata Share. All facility fees and utilization fees
accrued until the effective date of any termination of the Commitments shall be
paid on the effective date of such termination.

         2.08 REPAYMENT OF LOANS.

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

         2.09 INTEREST.

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

         (b) In the event any amount due hereunder or under any other Loan
Document (including, without limitation, any interest payment) is not paid when
due (whether by acceleration or otherwise), the Borrowers 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.


                                       29


         2.10 FEES.

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

         (a) FACILITY FEE. The MLP shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share, a facility fee
equal to the Applicable Rate multiplied by the actual daily amount of the
Commitments, regardless of usage. The facility fee shall accrue at all times
from the Closing Date until the Maturity Date and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date. The facility fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. The facility fee shall accrue at all times, including at any time during
which one or more of the conditions in ARTICLE IV is not met.

         (b) UTILIZATION FEE. The MLP shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a utilization
fee equal to the Applicable Rate multiplied by the actual daily aggregate
Outstanding Amount of Loans and L/C Obligations for each day that such aggregate
Outstanding Amount together with the aggregate Outstanding Amount (as such term
is defined in the 364-Day Credit Agreement) under the 364-Day Credit Agreement
exceeds 33-1/3% of the Aggregate Commitments. The utilization fee shall be due
and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. The utilization fee shall be calculated
quarterly in arrears. The utilization fee shall accrue at all times, including
at any time during which one or more of the conditions in ARTICLE IV is not met.

         (c) ARRANGEMENT AND AGENCY FEES. The MLP shall pay an arrangement fee
to the Arranger for the Arranger's own account, and shall pay an agency fee to
the Administrative Agent for the Administrative Agent's own account, in the
amounts and at the times specified in the letter agreement, dated November 13,
2001 (the "AGENT/ARRANGER FEE LETTER"), between the MLP, the Arrangers, the Bank
of Montreal 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 each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary


                                       30


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

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

         2.13 PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrowers
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 a 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


                                       31


hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and L/C Borrowings then due to such parties.

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

                  (i) if such Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the portion
         of such assumed payment that was made available to such Lender in
         immediately available funds, together with interest thereon in respect
         of each day from and including the date such amount was made available
         by the Administrative Agent to such Lender to the date such amount is
         repaid to the Administrative Agent in immediately available funds, at
         the Federal Funds Rate from time to time in effect; and

                  (ii) 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 such Borrower to the date such amount is
         recovered by the Administrative Agent (the "COMPENSATION PERIOD") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's 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 that received such
         Loan, and such Borrower shall pay (subject to its recoupment rights
         from and remedies against such defaulting Lender of any breakage costs
         paid by such 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 Borrowers
         may have against any Lender as a result of any default by such Lender
         hereunder.

         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.


                                       32


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

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

         2.14 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it, or
the participations in L/C Obligations held by it, any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations held by them, as the case may be, as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Loan or
such participations, as the case may be, pro rata with each of them; PROVIDED,
HOWEVER, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender, such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrowers
agree 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 such
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

         2.15 EXTENSION OF MATURITY DATE.

         (a) Not earlier than 60 days prior to, nor later than 30 days prior to,
each anniversary of the Closing Date, the MLP may, upon notice to the
Administrative Agent (who shall promptly notify the Lenders), request a one year
extension of the Maturity Date. Within 15 days of delivery of such notice, each
Lender shall notify the Administrative Agent whether or not it consents to such
extension (which consent may be given or withheld in such Lender's sole and
absolute discretion). Any Lender not responding within the above time period
shall be deemed


                                       33


not to have consented to such extension. The Administrative Agent shall promptly
notify the Borrowers and the Lenders of the Lenders' responses. If any Lender
declines, or is deemed to have declined, to consent to such extension, the
Borrowers may cause any such Lender to be removed or replaced as a Lender
pursuant to SECTION 10.16.

         (b) The Maturity Date shall be extended only if Lenders holding more
than 50% of the Commitments (calculated prior to giving effect to any removals
and/or replacements of Lenders permitted herein) (the "CONSENTING LENDERS") have
consented thereto, with respect only to Consenting Lenders and any Replacement
Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall
be extended to the same date in the following year (the "EXTENSION EFFECTIVE
DATE") but the pre-existing Maturity Date shall remain in effect with respect to
any Lender that is not a Consenting Lender and is not replaced. The
Administrative Agent and the Borrowers shall promptly confirm to the Lenders
such extension and the Extension Effective Date. As a condition precedent to
such extension, the Borrowers shall deliver to the Administrative Agent a
certificate of each Loan Party dated as of the Extension Effective Date (in
sufficient copies for each Lender) signed by a Responsible Officer of each such
Loan Party (i) certifying and attaching the resolutions adopted by such Loan
Party approving or consenting to such extension, or if the Borrowers'
resolutions delivered pursuant to SECTION 4.01(a)(v) provided for such
extension, certifying that such resolutions of the applicable Loan Party have
not been amended, modified or rescinded and remain in full force and effect and,
(ii) in the case of the Borrowers, 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 Commitment amounts.
Each Borrower shall (i) on the existing Maturity Date, prior to or
contemporaneous with giving effect to any extension, pay amounts due, in full,
to any Lender which is not a Consenting Lender and 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.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 TAXES.

         (a) Any and all payments by any of the Borrowers to or for the account
of the Administrative Agent or any Lender under any Loan Document shall be made
free and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, EXCLUDING, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such


                                       34


non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as "TAXES"). If any 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) such Borrower shall make such
deductions, (iii) such 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, such 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, such 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 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 any 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, such 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, each 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 Borrowers through the Administrative Agent,
any obligation of such Lender to make or


                                       35


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 Borrowers that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrowers shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrowers 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
Borrowers 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 Borrowers 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


                                       36


of such Lender (with a copy of such demand to the Administrative Agent), the
Borrowers jointly and severally 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
Borrowers jointly and severally shall pay to such Lender such additional amounts
as will compensate such Lender for such reduction.

         (c) The Borrowers jointly and severally shall pay to each Lender, as
long as such Lender shall be required under regulations of the Board to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"),
additional costs on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender
(as determined by such Lender in good faith, which determination shall be
conclusive), which shall be due and payable on each date on which interest is
payable on such Loan, PROVIDED the Borrowers 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 any Loan Party 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.

         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


                                       37


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 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 any 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 such Borrower other than a Base Rate Loan on the date or in the amount
notified by such Borrower; or

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

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

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

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         (a) A certificate of the Administrative Agent or any Lender claiming
compensation under 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 Borrowers' 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:


                                       38


         (a) Unless waived by all the Lenders (or by the Administrative Agent
with respect to immaterial matters or items specified in clause (v) or (vi)
below with respect to which the Borrowers have given assurances satisfactory to
the Administrative Agent that such items shall be delivered promptly following
the Closing Date), the Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, 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 and each
         Guarantee, sufficient in number for distribution to the Administrative
         Agent, each Lender and the Borrowers;

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

                  (iii)    INTENTIONALLY BLANK.

                  (iv) copies, certified by the General Partner on behalf of the
         Operating Partnership as being true, correct and complete of the
         Mortgage Note Agreements, including any amendments or modifications
         thereto necessary to permit the Loan Parties to enter into this
         Agreement and the other Loan Documents, and the Senior Indenture;

                  (v) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of Responsible
         Officers of each Loan Party or its general partner 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 such Loan Party is a
         party;

                  (vi) such evidence as the Administrative Agent may reasonably
         require to verify that each Loan Party 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 certified copies of each Loan Party's
         Organization Documents, certificates of good standing and/or
         qualification to engage in business and tax clearance certificates;

                  (vii) a certificate signed by a Responsible Officer of each
         Borrower or its general partner certifying (A) that the conditions
         specified in SECTIONS 4.02(a) and (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 Loan Parties 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 Loan Parties operate;


                                       39


                  (viii) an opinion of counsel to each Loan Party substantially
         in the form of EXHIBIT F;

                  (ix) evidence that the Existing Credit Facility has been or
         concurrently with the Closing Date is being terminated and all Liens
         securing obligations under the Existing Credit Facility have been or
         concurrently with the Closing Date are being released; and

                  (x) such other assurances, certificates, documents, consents
         or opinions as the Administrative Agent, the L/C Issuer, 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 Borrowers 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 Borrowers
and the Administrative Agent).

         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS

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

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

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

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

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

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         Each Borrower represents and warrants as set forth below:


                                       40


         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 MLP 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 1.0% general partner interest
in, the MLP. As of the Closing Date, the MLP 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 the General Partner, which owns a 1.0101% general partner interest in the
Operating Partnership, and the only limited partner of the Operating Partnership
is the MLP, which owns a 98.9899% 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) Each Loan Party 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) Each Loan Party 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.


                                       41


         5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) violate the terms of any of
such Person'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 such Loan Party under, any
Contractual Obligation to which such Person is a party or any order, injunction,
writ or decree of any Governmental Authority to which such Person or its
property is subject, or (c) violate any Law on applicable to it, 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 any Loan Party by
any material statutory law or regulation applicable to it as a condition to the
execution, delivery or performance by, or enforcement against, any Loan Party 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 each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto 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 MLP 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 MLP 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) Since the date of the Audited Financial Statements to the Closing
Date, there has been no event or circumstance that has, or could reasonably be
expected to have, a Material Adverse Effect.

         5.06 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 any Borrower after


                                       42


investigation, overtly threatened, at law, in equity, in arbitration or before
any Governmental Authority, by or against any Loan Party or any of the
Borrowers' respective 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. No Loan Party 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 Loan Party 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 any Loan Party, other than
Liens permitted by SECTION 7.01.

         5.09 ENVIRONMENTAL COMPLIANCE. The Loan Parties 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 Borrowers and their respective
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


                                       43


similar businesses and owning similar properties in localities where the
Borrowers or their respective Subsidiaries operate.

         5.11 TAXES. The Borrowers and their Subsidiaries and Unrestricted
Subsidiaries have filed all Federal, state and other material tax returns and
reports required to be filed, and have paid all Federal, state and other
material taxes, assessments, fees and other governmental charges levied or
imposed upon the Borrowers or their 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. No Borrower has 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 Borrowers have 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; PUBLIC UTILITY HOLDING
COMPANY ACT.

         (a) No Borrower is engaged or will be engaged, 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) None of the Loan Parties, any Person directly or indirectly
controlling any of the Loan Parties, other than Enbridge Inc., or any Subsidiary
(i) is a "holding company," or a "subsidiary company" of a "holding company," or
an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935,
or (ii) is or is required to be registered as an "investment company" under the
Investment Company Act of 1940.

         5.15 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party 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 any
Loan Party 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


                                       44


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, each Borrower shall, and shall (except in the case of the covenants
set forth in SECTIONS 6.01, 6.02, 6.03 and 6.11) cause each Loan Party and each
Subsidiary to:

         6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and 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 MLP, a consolidated balance sheet of the MLP and its
Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year,
and the related consolidated statements of income and cash flows for such fiscal
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, audited and accompanied by a
report and opinion of an independent certified public accountant of nationally
recognized standing selected by the MLP 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 MLP, a
consolidated balance sheet of the MLP 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 MLP'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 MLP as fairly
presenting the financial condition, results of operations and cash flows of the
MLP 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 and 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 MLP and
its Subsidiaries and Unrestricted Subsidiaries as of the date thereof;


                                       45


         (b) concurrently with the delivery of the financial statements referred
to in SECTIONS 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of such 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 MLP, and copies of all annual, regular, periodic and
special reports and registration statements which the MLP 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 MLP, and (ii) which are not 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 a 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 each Borrower or any Subsidiary or
Unrestricted Subsidiary as the Administrative Agent, at the request of any
Lender, may from time to time reasonably request.

         6.03 NOTICES.

         Promptly notify the Administrative Agent and each Lender within 5
Business Days after actual knowledge thereof by any Responsible Officer of a
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 any Borrower or any
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between any Borrower or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting any Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws;

         (c) of any litigation, investigation or proceeding affecting any Loan
Party which is reasonably likely to be adversely determined, and if determined
adversely, to any Loan Party, could reasonably be expected to result in
liability to a Loan Party in at 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.


                                       46


         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of a Borrower setting forth details of the
occurrence referred to therein and stating what action the relevant Loan Party
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 relevant Loan Party or such 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.

         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.


                                       47


         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 Borrowers 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 Borrowers at any time during normal business
hours.

         6.11 INTENTIONALLY BLANK.

         6.12 USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
working capital and other general corporate purposes, including, payment of
amounts owing in respect of the Existing Credit Facility, payment of amounts
owing under any one or more bridge loans made by Enbridge Inc. or any of its
Affiliates to the MLP for its use as part of the approximately $230 million
consideration for its purchase of the East Texas system, and prepayments of
principal, and to the extent that on a pro forma basis Borrowers shall be in
compliance with SECTION 7.13, amounts owing under the Qualifying Subordinated
Indebtedness, in each case to the extent not in violation of any Law or breach
of any Loan Document (it being hereby agreed by the parties hereto that
notwithstanding any provision to the contrary contained or referred to in any
Loan Document, use of such proceeds for payments on the Existing Credit Facility
or such bridge loans is not a breach of any Loan Document).

         6.13 GUARANTIES.

         (a) Cause each Subsidiary, upon becoming a Material Subsidiary, which
has not previously executed and delivered to the Administrative Agent a
Guarantee to execute and deliver to the Administrative Agent promptly, and in
any event within five (5) Business Days following such Subsidiary's becoming a
Material Subsidiary, (i) a Guarantee , together with a resolution of its board
of directors or other governing body authorizing such Guarantee , (ii) a
favorable opinion of counsel to such Guarantor in form and substance
satisfactory to the Administrative Agent regarding the valid existence and good
standing of such Subsidiary in its jurisdiction of incorporation or formation
and its good standing in any jurisdiction in which it is qualified to do
business, and to the effect that the execution and delivery of the Guarantee by
such Subsidiary has been duly authorized by all necessary corporate or
equivalent action and that the Guarantee constitutes the valid, legal and
binding obligation of such Subsidiary, in each case, subject to related normal
and customary qualifications and exceptions, which opinion may be rendered by
counsel who is an employee of any Borrower or of any of their general partners
and (iii) documentation of the type described in clauses (v), (vi), (vii) and
(x) of SECTION 4.01(a).

         (b) Designate Subsidiaries which are not Guarantors (such Subsidiaries
which are not Guarantors herein called "NON-GUARANTOR SUBSIDIARIES") or Material
Subsidiaries as Material Subsidiaries and Guarantors on the date described in
clause (ii) below and cause each such


                                       48


designated Guarantor and Material Subsidiary to execute and deliver a
Guarantee, together with the other instruments described, and within the
respective periods prescribed, in the preceding SECTION 6.13(a), to the
Administrative Agent; PROVIDED that notwithstanding the foregoing provisions
of SECTION 6.13(a), the Borrowers shall not be obligated to so designate
Non-Guarantor Subsidiaries as Guarantors and Material Subsidiaries to the
extent that as of such date, after giving effect to any such designation and
delivery of Guaranties and other documents pursuant to SECTION 6.13(a),
Non-Guarantor Subsidiaries shall not (1) own more than 10% of the assets of
the MLP and its consolidated Subsidiaries and Unrestricted Subsidiaries or
(2) contribute more than 10% of Consolidated Net Income. For purposes of this
SECTION 6.13, a Subsidiary will be deemed to have become a Material
Subsidiary on the date, as applicable, as follows:

                  (i) on 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 MLP and reasonably
         acceptable to the Administrative Agent; or

                  (ii) on the 75th day following the end of each of the first 3
         fiscal quarters of the MLP or the 120th day following the end of each
         fiscal year of the MLP, as applicable, if (A) 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 MLP and reasonably acceptable to the Administrative Agent or (B)
         it is required to be designated as a Guarantor and Material Subsidiary
         pursuant to this SECTION 6.13(b).

         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(a)(i) or
7.03(b) contain events of default relating to financial covenants or financial
covenants that, in each case, are more restrictive 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, any 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 Financial Restrictions; PROVIDED that in the event that
         the Restrictive Agreements are amended, terminated or otherwise
         modified in accordance with their terms to amend,


                                       49


         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, any 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, no Borrower shall, nor shall it permit any Loan Party or 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 not prohibited by SECTION 7.03, or if so prohibited, is
permitted by SECTION 7.03(b);

         (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;


                                       50



         (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, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

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

         (h) attachments or Liens securing judgments for the payment of money in
an aggregate amount in excess of the Threshold Amount (except to the extent
covered by independent third-party insurance as to which the insurer has
acknowledged in writing its obligation to cover), unless any such judgment
remains undischarged for a period of more than 60 consecutive days during which
execution is not effectively stayed;

         (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 not exceeding at any time an aggregate amount for all such
Liens equal to one percent (1%) of Net Tangible Assets;

         (k) Liens on (A) property or shares of equity interests of another
Person at the time such other Person becomes a Subsidiary, or (B) property at
the time any Loan Party or Subsidiary acquires such property, including any
acquisition by means of merger or consolidation with or into such Loan Party or
Subsidiary which is permitted by SECTION 7.04; PROVIDED (i) such Liens were not
created in contemplation of the acquisition of such Person or such property,
(ii) such resultant Subsidiary, if it constitutes a Material Subsidiary,
delivers, substantially contemporaneous with its acquisition, a Guarantee and
other instruments and documents required to be delivered pursuant to SECTION
6.13, (iii) such Liens do not encumber property other than property owned by
such Material Subsidiary or the property then acquired, at the time of its
acquisition, (iv) the aggregate amount of Indebtedness secured thereby is
permitted to be created, incurred, assumed or permitted to exist pursuant to
SECTION 7.03, and (v) the MLP 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 the preceding
clause (iv) was permitted pursuant to SECTION 7.03;

         (l) Liens on property or assets of any Subsidiary (other than a
Borrower) securing Indebtedness of such Subsidiary owing to a Borrower or a
Guarantor; PROVIDED that the Operating Partnership may create Liens to secure
any Indebtedness owed to the MLP.

         (m) other Liens PROVIDED that notwithstanding the foregoing, in no
event will the aggregate amount of Indebtedness secured thereby exceed at any
time an amount equal to 1% of Net Tangible Assets.


                                       51


         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 MLP's partnership agreement and after giving effect thereto, the Borrowers
are not in compliance with SECTION 7.09.

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

         (a) the MLP may create, incur, assume or permit to exist Indebtedness
if

                  (i) (A) after giving effect to such Indebtedness, (y) no Event
         of Default shall have occurred and be continuing and (z) the MLP 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 or
         Borrower (w) to pay distributions or dividends to any 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 any Borrower or any Subsidiary, (y) to make
         loans or advances to any Borrower or any Subsidiary or (z) to transfer
         any of its properties or assets to any Borrower or any Subsidiary
         (contractual provisions that restrict any of the foregoing abilities of
         any Borrower or any Subsidiary, other than restrictions existing under
         or by reason of (a) Indebtedness as in effect on the Closing Date, and
         the refinancings thereof, (b) applicable Laws, (c) instruments
         governing Indebtedness or capital stock or other equity of a Person or
         property acquired by a 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) purchase
         money obligations for property acquired in the ordinary course of
         business or any future Liens that may be created or incurred not
         otherwise in breach of any Loan Document, (f) customary provisions in
         bona fide contracts for the sale of property or assets, and (g)
         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), (collectively referred to as the
         "INTERCOMPANY RESTRICTIONS"); or

                  (ii) such Indebtedness is Indebtedness of the MLP on the
         Closing Date and described in SCHEDULE 7.03(a);

and with respect to each of the foregoing Indebtedness, each extension,
refinancing, renewal, replacement, defeasance or refunding, in whole or part,
thereof, provided that no such Indebtedness is increased at the time of any such
extension, refinancing, renewal, replacement, defeasance or refunding, other
than by the additional amount of premium, if any, and accrued interest on such
Indebtedness and reasonable expenses incurred in connection therewith;

         (b) any Subsidiary may create, incur, assume or permit to exist
Indebtedness if after giving effect to such Indebtedness, the aggregate
outstanding principal amount of Indebtedness of such Subsidiary does not exceed
the greatest of:


                                       52


                  (i) Indebtedness of such Subsidiary on the Closing Date and
         described in SCHEDULE 7.03(b),

                  (ii) if such Subsidiary is (A) a newly created or formed
         Subsidiary for the purpose of the acquisition of another Person or all
         or substantially all of the business or assets of any other Person or
         the operating division or business unit of any other Person, or (B) a
         Person that upon the consummation of its acquisition becomes a
         Subsidiary, then Indebtedness of any such Person which is in existence
         at the time it becomes a Subsidiary or Indebtedness with respect to all
         or substantially all of the business or assets of any other Person or
         the operating division or business unit of any Person which is in
         existence at the time it is acquired by such Subsidiary, as applicable,
         PROVIDED (x) such Indebtedness was not incurred in contemplation of the
         acquisition of such Person or such property, (y) the amount of such
         Indebtedness which is secured by Liens on property of such Person or on
         such acquired property does not exceed the Incremental EBITDA for such
         Person or with respect to such acquired property and (z) such Liens are
         permitted pursuant to SECTION 7.01,

                  (iii) if such Subsidiary is an existing operating Subsidiary
         at the time of each acquisition by it of any other Person or of all or
         substantially all of the business or assets of any other Person or the
         operating division or business unit of any other Person, then the sum
         of (y) Indebtedness of each such acquired Person which is in existence
         at the time it becomes a Subsidiary or Indebtedness with respect to
         each acquisition of all or substantially all of the business or assets
         of any other Person or the operating division or business unit of any
         Person which is in existence at the time it is acquired by a
         Subsidiary, as applicable, PROVIDED (A) no such Indebtedness was
         incurred in contemplation of the acquisition of such Person or such
         property, (B) the amount of such Indebtedness which is secured by Liens
         on property of such Person or on such acquired property does not exceed
         the Incremental EBITDA for such acquired Person or with respect to such
         acquired property and (C) such Liens are permitted pursuant to SECTION
         7.01, and (z) Indebtedness of such Subsidiary on the Closing Date and
         described in SCHEDULE 7.03(b); and

                  (iv) in the case of a Subsidiary regulated by the Federal
         Energy Regulatory Commission or any other governmental utility
         regulatory body, 60% of the capitalization of such Subsidiary as
         reflected on the financial statements most-recently delivered pursuant
         to SECTION 6.01 hereof;

PROVIDED that no governing agreement with respect to any Indebtedness otherwise
permitted by this SECTION 7.03(b) contains Intercompany Restrictions, and
PROVIDED FURTHER, with respect to the foregoing, each extension, refinancing,
renewal, replacement, defeasance or refunding, in whole or part, thereof,
PROVIDED, that no such indebtedness is increased at the time of any such
extension, refinancing, renewal, replacement, defeasance or refunding, other
than by the additional amount of premium, if any, and accrued interest on such
Indebtedness and reasonable expenses incurred in connection therewith;

         (c) (i) any Subsidiary may create, incur, assume or permit to exist any
Indebtedness to, or in favor of, the MLP or any other Subsidiary other than, for
the avoidance of doubt, an


                                       53


Unrestricted Subsidiary, and (ii) the MLP may create, incur, assume or permit to
exist any Indebtedness to, or in favor of, any Subsidiary other than, for the
avoidance of doubt, an Unrestricted Subsidiary;

         (d) any Loan Party or Subsidiary may create, incur, assume or permit to
exist any Indebtedness secured by Liens on its or any of their property,
PROVIDED that the aggregate outstanding principal amount of all Indebtedness
incurred pursuant to this SECTION 7.03(d) does not exceed an amount equal to 1%
of the Net Tangible Assets as reflected in the financial statements
most-recently delivered pursuant to SECTION 6.01, and with respect to the
foregoing, each extension, refinancing, renewal, replacement, defeasance or
refunding, in whole or part, thereof, PROVIDED that no such Indebtedness is
increased at the time of any such extension, refinancing, renewal, replacement,
defeasance or refunding, other than by the additional amount of premium, if any,
and accrued interest on such Indebtedness and reasonable expenses incurred in
connection therewith;

         (e) any Borrower or any Subsidiary may create, incur, assume or permit
to exist any Indebtedness that constitutes Qualifying Subordinated Indebtedness;
and

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

and 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 MLP 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. No Loan Party will, nor will it permit
any Subsidiary to, 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, (ii) if a Loan Party
is involved in any such transaction, such Loan Party is the surviving or
resultant entity or the recipient of any such sale, transfer, lease or other
disposition of assets, and if any other Loan Party is involved in any such
transaction a Loan Party 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 any Loan Party from any of its obligations and
liabilities under this Agreement.

         7.05 INTENTIONALLY BLANK.

         7.06 INTENTIONALLY BLANK.


                                       54


         7.07 DISTRIBUTIONS. During the existence of a Default which would
become an Event of Default under clause (a), (f), (g) of SECTION 8.01 or a
Default under SECTION 8.01(b) or (c) as a result of a breach of SECTION 7.13 or
an Event of Default, the MLP will not declare, pay or make any Distribution (in
cash, property or obligations) on any interests (now or hereafter outstanding)
in the MLP or apply any of its funds, property or assets to the purchase of any
partnership interests in the MLP; PROVIDED that if the MLP has declared a
Distribution when no Default which would become an Event of Default under clause
(a), (f), (g) of SECTION 8.01 or a Default under SECTION 8.01(b) or (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 on such payment date and prior
to the making of such Distribution, the MLP 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, the MLP will not, and will not cause or permit any other Loan
Party to, 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 any
of the Borrowers and their Subsidiaries on the date hereof or, if substantially
different therefrom, not permitted by the MLP's partnership agreement.

         7.10 TRANSACTIONS WITH AFFILIATES. Enter into any material transaction
with any Affiliate of any 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 one or more Loan Parties,
the General Partner and/or their Subsidiaries or to subordinated loans
(including Qualifying Subordinated Indebtedness) from an Affiliate to a Loan
Party; provided, that notwithstanding the foregoing, no Borrower or Subsidiary
shall purchase or prepay any Qualifying Subordinated Indebtedness unless after
giving effect to such purchase or payment, the MLP is in compliance with SECTION
7.13 and will not result in a Default or an Event of Default.

         7.11 BURDENSOME AGREEMENTS. Enter into any material Contractual
Obligation that by its express terms prohibits any 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. No Loan Party will,
nor will it permit any of its Material Subsidiaries to, enter into any agreement
restricting the ability of any Material Subsidiary to make any payments,
directly or indirectly, to a Loan Party by way of distributions, 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 such
Material Subsidiary to make any payment, directly or indirectly, to a Loan Party
or to guarantee Indebtedness of a Loan Party.

         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


                                       55


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 MLP shall maintain a ratio of Consolidated Funded Debt
to Pro Forma EBITDA of no greater than (a) during the period from the date
hereof through June 30, 2003, 5.00 to 1.00 and (b) thereafter, 4.75 to 1.00;
PROVIDED, that if at the end of any such applicable four-quarter period, the MLP
shall not have maintained such ratio, the MLP will have a period of 30 days
following the later of the date a Responsible Officer of the MLP 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
obtaining an equity contribution which qualifies as equity under GAAP in a
sufficient amount that had the MLP had such additional equity at the end of such
applicable four-quarter period, the MLP would have been in compliance with this
SECTION 7.13 for such four-quarter period and, if the MLP obtains such equity
during such 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 for such four-quarter
period.

         7.14 DEBT RATING. No Rated Borrower shall have a rating of its senior
unsecured non-credit enhanced long term Indebtedness of lower than Baa3 by
Moody's or BBB- by S&P, or the respective equivalent rating thereof.

                                  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. Any 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 MLP shall fail to comply with SECTION 7.13
or any Borrower fails to perform or observe any term, covenant or agreement
contained in any of SECTION 6.03 or 6.12 or ARTICLE VII (other than SECTION
7.13); or

         (c) OTHER DEFAULTS. Any Loan Party 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) such Loan
Party obtaining knowledge of such failure or refusal and (ii) such Loan Party
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


                                       56


         (d) REPRESENTATIONS AND WARRANTIES. Any representation or warranty made
or deemed made by any Borrower or any other Loan Party 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) Any Borrower, any Guarantor, 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 any Borrower, any Guarantor, or any
Subsidiary other than, for the avoidance of doubt, an Unrestricted Subsidiary is
the Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which any Borrower, any
Guarantor, 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 such Borrower, such Guarantor, 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. Any Loan Party 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. Any Loan Party 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


                                       57


         (h) JUDGMENTS. There is entered against any Loan Party (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 such Loan Party 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 a Loan Party 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 MLP 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 any Loan Party or any
other Material Subsidiary 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,

         (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 each Borrower;

         (c) require that the respective Borrowers 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;


                                       58


PROVIDED, HOWEVER, that upon the occurrence of any event specified in subsection
(f) or (g) of SECTION 8.01 with respect to any 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 respective
Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agent, the L/C Issuer or any Lender.

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

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

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

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


                                       59


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

         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

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

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

         9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative


                                       60


Agent for the account of the Lenders, unless the Administrative Agent shall have
received written notice from a Lender or a Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default." The Administrative Agent will notify the Lenders of its
receipt of any such notice. The Administrative Agent shall take such action with
respect to such Default or Event of Default as may be directed by the Required
Lenders in accordance with ARTICLE VIII; PROVIDED, HOWEVER, that unless and
until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.

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

         9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; PROVIDED, HOWEVER,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities resulting from any such Person's
gross negligence or willful misconduct; PROVIDED, HOWEVER, that no action taken
in accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for


                                       61


purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrowers. The undertaking in this Section shall survive termination of the
Commitments, the payment of all Obligations hereunder and the resignation or
replacement of the Administrative Agent.

         9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though Bank of
America were not the Administrative Agent or the L/C Issuer hereunder and
without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Administrative Agent shall be under
no obligation to provide such information to them. With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as
any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent or the L/C Issuer, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

         9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor
administrative agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this ARTICLE IX and SECTIONS 10.03 and 10.13 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of


                                       62


the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

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

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by any
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrowers or the applicable Loan Party,
as the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; PROVIDED, HOWEVER, that no such amendment,
waiver or consent shall, unless in writing and signed by each of the Lenders
directly affected thereby and by the Borrowers, 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;

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


                                       63


         (g) release any Guarantor from its Guarantee except as expressly
permitted pursuant to the terms of any Loan Document;

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

         10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

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

         (b) EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by


                                       64


a manually-signed original thereof; PROVIDED, HOWEVER, that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile
document or signature.

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

         (d) RELIANCE BY ADMINISTRATIVE AGENT AND LENDERS. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices if immediately followed by a corresponding
Loan Notice in writing) purportedly given by or on behalf of any 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 notifying 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 such Borrower.

         10.03 NO WAIVER; CUMULATIVE REMEDIES.

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

         10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrowers agree jointly
and severally (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.


                                       65


         10.05 INDEMNIFICATION BY THE BORROWERS. Whether or not the transactions
contemplated hereby are consummated, the Borrowers jointly and severally agree
to indemnify, save and hold harmless each Agent-Related Person, each Lender and
their respective Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "INDEMNITEES") from and against: (a) any and
all claims, demands, actions or causes of action that are asserted against any
Indemnitee by any Person (other than the Administrative Agent, the L\C Issuer or
any Lender) relating directly or indirectly to a claim, demand, action or cause
of action that such Person asserts or may assert against any Loan Party, any
Affiliate of any Loan Party or any of their respective officers or directors;
(b) any and all claims, demands, actions or causes of action that may at any
time (including at any time following repayment of the Obligations and the
resignation or removal of the Administrative Agent or the replacement of any
Lender) be asserted or imposed against any Indemnitee, arising out of or
relating to, the Loan Documents, any predecessor loan documents, the
Commitments, the use or contemplated use of the proceeds of any Credit
Extension, or the relationship of any Loan Party, the Administrative Agent and
the Lenders under this Agreement or any other Loan Document; (c) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim, demand, action or cause of action described in
subsection (a) or (b) above; and (d) any and all liabilities (including
liabilities under indemnities), losses, costs or expenses (including Attorney
Costs) that any Indemnitee suffers or incurs as a result of the assertion of any
foregoing claim, demand, action, cause of action or proceeding, or as a result
of the preparation of any defense in connection with any foregoing claim,
demand, action, cause of action or proceeding, in all cases, WHETHER OR NOT
ARISING OUT OF THE NEGLIGENCE OF AN INDEMNITEE, and whether or not an Indemnitee
is a party to such claim, demand, action, cause of action or proceeding (all the
foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED that no
Indemnitee shall be entitled to indemnification for any claim caused by its own
gross negligence, violation of law, breach under any Loan Document or willful
misconduct or for any loss asserted against it by another Indemnitee. The
agreements in this Section shall survive the termination of the Commitments and
repayment of all the other Obligations.

         10.06 PAYMENTS SET ASIDE.

         To the extent that any Borrower makes a payment to the Administrative
Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent or the L/C Issuer, as the case may be, upon demand its applicable share of
any amount so recovered from or repaid by the Administrative Agent or the L/C
Issuer, as the case may be, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.


                                       66


         10.07 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that no Borrower may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by a Borrower without such
consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

         (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing to it);
PROVIDED that (i) with respect to each assignment made to any Person described
at clause (c) in the defined term "Eligible Assignee", the Assignee Conditions
shall be satisfied, (ii) except in the case of an assignment of the entire
remaining amount of the assigning Lender's Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, in each case which
constitutes an Eligible Assignee, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) subject to each such
assignment, determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent, shall not be less
than $5,000,000 unless each of the Administrative Agent and the L/C Issuer and,
so long as no Event of Default has occurred and is continuing, the Borrowers,
otherwise consent (each such consent not to be unreasonably withheld or
delayed), (iii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, and (iv)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500. Subject to acceptance and recording thereof by the Administrative
Agent pursuant to subsection (c) of this Section and compliance with the
Assignee Conditions, from and after the effective date specified in each
Assignment and Acceptance, the Eligible Assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of SECTIONS 3.07, 10.04 and 10.05). Upon request, each applicable
Borrower (at its expense) shall execute and deliver new or replacement Notes to
the assigning Lender and the assignee Lender. Any assignment or transfer (other
than any assignment as security to a Federal Reserve Bank) by a Lender of rights
or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section.


                                       67


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

         (d) Any Lender may, without the consent of, or prior notice to, the
Borrowers, the L/C Issuer or the Administrative Agent, sell participations to
one or more banks or other entities (a "PARTICIPANT") in all or a portion of
such Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations owing to it); 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 Borrowers, the Administrative Agent, the L/C
Issuer and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; 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 that would (i) postpone any date
upon which any payment of money is scheduled to be paid to such Participant,
(ii) reduce the principal, interest, fees or other amounts payable to such
Participant, or (iii) release any Guarantor from the Guarantee except as
permitted pursuant to the terms of any Loan Document. 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) 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
Borrowers' 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 Borrowers are notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Borrowers, to comply with
SECTION 10.15 as though it were a Lender.

         (f) Any Lender may at any time assign, pledge or grant a security
interest in all or any portion of its rights under this Agreement (including
under its Notes, if any) to secure obligations of such Lender to a Federal
Reserve Bank; PROVIDED that no such pledge or


                                       68


assignment shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto; 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) INTENTIONALLY BLANK.

         (h) INTENTIONALLY BLANK.

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

         10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
(on behalf of itself and each of its Affiliates, and each of its and their
directors, officers, agents, attorneys, employees and representatives) agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to (and
will agree to) keep such Information confidential on the terms provided in this
Section); (b) to the extent requested by any regulatory authority; (c) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process (and each such case, such Person shall endeavor to notify the MLP
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
Borrowers; (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 any Borrower; or (i) to the National Association of Insurance
Commissioners or any other similar organization or any nationally recognized
rating agency that


                                       69


requires access to information about a Lender's or its Affiliates' investment
portfolio in connection with ratings issued with respect to such Lender or its
Affiliates. For the purposes of this Section, "INFORMATION" means all
information received from a Borrower relating to a Borrower or its business,
other than any such information that is available to the Administrative Agent or
any Lender on a nonconfidential basis prior to disclosure by a Borrower;
PROVIDED that, in the case of information received from a 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.

         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 any Borrower or any other Loan Party, any such notice being
waived by each of the Borrowers (on its own behalf and on behalf of each Loan
Party) 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 respective Loan Parties against any and all
Obligations then due and owing to such Lender. Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such set-off and
application made by such Lender; PROVIDED, HOWEVER, that the failure to give
such notice shall not affect the validity of such set-off and application.

         10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum amount, or be computed at
a rate that exceeds the maximum rate, of non-usurious interest permitted by
applicable Law (the "MAXIMUM RATE"). If the Administrative Agent, the L/C Issuer
or any Lender shall contract for, charge, receive, reserve or take interest in
an amount or at a rate that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the applicable Loan Party or Loan Parties, and in no
event shall any Loan Party or any other Person ever be liable for unearned
interest or ever be required to pay interest in excess of the Maximum Rate. In
determining whether the interest contracted for, charged, received, reserved or
taken by the Administrative Agent, the L/C Issuer or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and 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. Each Borrower agrees
that Chapter 346 of the Texas Finance Code does not apply to any Borrowing.


                                       70


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

         10.12 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; 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 to which any Borrower is a party 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 Borrowers
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 Borrowers pursuant to
this Agreement) or such other evidence satisfactory to the Borrowers 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 Borrowers 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
a Borrower pursuant to this Agreement, (b) promptly notify the Agent of any
change in


                                       71


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

         10.16 REMOVAL AND REPLACEMENT OF LENDERS.

         (a) Under any circumstances set forth herein providing that the
Borrowers shall have the right to remove or replace a Lender as a party to this
Agreement, the Borrowers may, upon notice to such Lender and the Administrative
Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii)
replace such Lender by causing such Lender to assign its Commitment (without
payment of any assignment fee) pursuant to SECTION 10.07(b) to one or more other
Lenders or Eligible Assignees procured by the Borrowers; PROVIDED, HOWEVER, that
if the Borrowers elect 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 Borrowers shall (x) pay in full all
principal, interest, fees and other amounts owing to such Lender through the
date of termination or assignment (including any amounts payable pursuant to
SECTION 3.05), (y) provide appropriate assurances and indemnities (which may
include letters of credit) to the L/C Issuer as it may reasonably require with
respect to any continuing obligation to purchase participation interests in any
L/C Obligations then outstanding, and (z) release such Lender from its
obligations under the Loan Documents. Any Lender being replaced shall execute
and deliver an Assignment and Acceptance with respect to such Lender's
Commitment and outstanding Credit Extensions. The Administrative Agent shall
distribute an 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 Borrowers 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 Borrowers may
then request Loans from the Lenders in accordance with their revised Pro Rata
Shares. The Borrowers may net any payments required hereunder against any funds
being provided by any Lender or Eligible Assignee replacing a terminating
Lender. The effect for


                                       72


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, EACH BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH 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 JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. EACH 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 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,


                                       73


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
















                                       74



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

                                 ENBRIDGE ENERGY PARTNERS, L.P.

                                 BY:  ENBRIDGE ENERGY COMPANY, INC.,
                                      ITS GENERAL PARTNER



                                      By: /s/ Chris Kaitson
                                         -------------------------------------

                                      Name:  Chris Kaitson
                                           -----------------------------------

                                      Title: Corporate Secretary
                                            ----------------------------------


                                 ENBRIDGE ENERGY, LIMITED PARTNERSHIP

                                 BY:  ENBRIDGE ENERGY COMPANY, INC.,
                                      ITS GENERAL PARTNER



                                      By: /s/ Mark Maki
                                         -------------------------------------

                                      Name:  Mark Maki
                                           -----------------------------------

                                      Title: Controller
                                            ----------------------------------




                                     S - 1
                           Bank of America Model Form




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

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



                                      By: /s/ Gary Flieger
                                         -------------------------------------

                                      Name:  Gary Flieger
                                           -----------------------------------

                                      Title: Vice President
                                            ----------------------------------


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



                                      By: /s/ D. B. Linkletter
                                         -------------------------------------

                                      Name:  D. B. Linkletter
                                           -----------------------------------

                                      Title: Managing Director
                                            ----------------------------------



                                     S - 2
                           Bank of America Model Form





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

                                      BANK OF MONTREAL, as Syndication Agent
                                      and as a Lender



                                      By: /s/ Joseph A. Bliss
                                         -------------------------------------

                                      Name:  Joseph A. Bliss
                                           -----------------------------------

                                      Title: Vice President
                                            ----------------------------------








                                     S - 3
                           Bank of America Model Form






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

                                      TORONTO DOMINION (TEXAS), INC., as
                                      Documentation Agent and as a Lender



                                      By: /s/ Debbie A. Greene
                                         -------------------------------------

                                      Name:  Debbie A. Greene
                                           -----------------------------------

                                      Title: Vice President
                                            ----------------------------------








                                     S - 4
                           Bank of America Model Form




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

                                      FIRST UNION NATIONAL BANK, as
                                      Documentation Agent and as a Lender



                                      By: /s/ David E. Humphreys
                                         -------------------------------------

                                      Name:  David E. Humphreys
                                           -----------------------------------

                                      Title: Vice President
                                            ----------------------------------









                                     S - 5
                           Bank of America Model Form





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

                                      CITIBANK, N.A., as a Lender



                                      By: /s/ David L. Harris
                                         -------------------------------------

                                      Name:  David L. Harris
                                           -----------------------------------

                                      Title: Vice President
                                            ----------------------------------











                                     S - 6
                           Bank of America Model Form



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

                                      CIBC INC., as a Lender



                                      By: /s/ Nora Q. Catiis
                                         -------------------------------------

                                      Name: Nora Q. Catiis
                                           -----------------------------------

                                      Title: Authorized Signatory
                                            ----------------------------------











                                     S - 7
                           Bank of America Model Form







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

                                       ROYAL BANK OF CANADA, as a Lender



                                      By: /s/ Walter R. Borek
                                         -------------------------------------

                                      Name:  Walter R. Borek
                                           -----------------------------------

                                      Title: Vice President
                                            ----------------------------------











                                     S - 8
                           Bank of America Model Form





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

                                       ABN AMRO BANK N.V., CAYMAN ISLANDS
                                       BRANCH, as a Lender



                                      By: /s/ Mark Bohn/Teresa Wu
                                          -------------------------------------

                                      Name:  Mark Bohn/Teresa Wu
                                            -----------------------------------

                                      Title: Group Vice President/Vice President
                                             -----------------------------------













                                     S - 9
                           Bank of America Model Form



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

                                      SUNTRUST BANK, as a Lender



                                      By: /s/ Joseph M. McCreery
                                         -------------------------------------

                                      Name:  Joseph M. McCreery
                                           -----------------------------------

                                      Title: Vice President
                                            ----------------------------------



















                                     S - 10
                           Bank of America Model Form



                                                                   SCHEDULE 2.01



                                   COMMITMENTS
                               AND PRO RATA SHARES



                 LENDER                     COMMITMENT                 PRO RATA SHARE
- ---------------------------------      -------------------------------------------------
                                                                 
Bank of America, N.A.                       45,000,000                  15.000000000%
Bank of Montreal                            45,000,000                  15.000000000%
Toronto Dominion (Texas), Inc.              45,000,000                  15.000000000%
First Union National Bank                   45,000,000                  15.000000000%
Citibank, N.A.                              30,000,000                  10.000000000%
CIBC Inc.                                   25,000,000                   8.333333333%
Royal Bank of Canada                        25,000,000                   8.333333333%
ABN AMRO Bank N.V.                          20,000,000                   6.666666667%
SunTrust Bank                               20,000,000                   6.666666667%
                                       -------------------------------------------------
Total                                     $300,000,000                  100.000000000%
                                       =================================================









                                 Sch 2.01 -- 1


                                                                   SCHEDULE 5.06



                                   LITIGATION

None.














                                 Sch 5.06 -- 1



                                                                   SCHEDULE 5.09



                              ENVIRONMENTAL MATTERS

None.















                                 Sch 5.09 -- 1




                                                                   SCHEDULE 5.13



                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS


PART (a).         SUBSIDIARIES, MATERIAL SUBSIDIARIES AND UNRESTRICTED
                  SUBSIDIARIES.

The MLP owns the following interests:

1.       100% membership interest in Enbridge Pipelines (North Dakota) LLC.
         (Subsidiary)

2.       100% membership interest in Enbridge (East Texas) L.L.C. (Subsidiary)

3.       99.9% limited partnership interest in Enbridge Marketing (East Texas)
         L.P. (Subsidiary)

4.       99.9% limited partnership interest in Enbridge Processing (East Texas)
         L.P. (Subsidiary)

5.       99.9% limited partnership interest in Enbridge Pipelines (East Texas)
         L.P. (Material Subsidiary)

6.       98.9899% limited partnership interest in the Operating Partnership.
         (Material Subsidiary)



The Operating Partnership owns no Subsidiaries, Material Subsidiaries or
Unrestricted Subsidiaries.


PART (b).         OTHER EQUITY INVESTMENTS.

The MLP owns no equity interests in any other Person.

The Operating Partnership owns no equity interests in any other Person.



                                 Sch 5.13 -- 1


                                                                   SCHEDULE 7.01



                                 EXISTING LIENS

None, other than those permitted by Section 7.01 of this Agreement.
















                                 Sch 7.01 -- 1


                                                                   SCHEDULE 7.03



                              EXISTING INDEBTEDNESS


(a) EXISTING INDEBTEDNESS OF MLP

A promissory note due 2006 in the principal amount of $175,679,085, dated
January 2, 2002, made by the MLP in favor of Enbridge Energy Company, Inc.

The Obligations.



(b) EXISTING INDEBTEDNESS OF SUBSIDIARIES

The Mortgage Notes.

The Senior Unsecured Notes.

A promissory note due 2007 in the principal amount of $115,000,000, dated
January 2, 2002, made by Enbridge Pipelines (East Texas) L.P. in favor of the
MLP.

The Obligations.







                                 Sch 7.03 -- 1


                                                                  SCHEDULE 10.02



                    EURODOLLAR AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES
BORROWERS

Enbridge Energy Partners, L.P.
1100 Louisiana, Suite 3300
Houston, TX  77002-5217
Attention:                 Chris Kaitson
                           Associate General Counsel
Telephone:                 (713) 650-8900
Facsimile:                 (713) 650-2232
Electronic Mail:           chris.kaitson@enbridge-us.com

WITH A COPY TO:

Enbridge Energy Partners, L.P.
C/O Enbridge Inc.
3000, 425-1st
Calgary, Alberta, Canada
T2P 3L8
Attention:                 John Whelen
                           Treasurer
Telephone:                 (403) 231-3900
Facsimile:                 (403) 231-4848
Electronic Mail:  john.whelen@corp.enbridge.com

BANK OF AMERICA, N.A.
ADMINISTRATIVE AGENT'S OFFICE AND BANK OF AMERICA'S LENDING OFFICE
(FOR PAYMENTS AND REQUESTS FOR CREDIT EXTENSIONS):

Bank of America, N.A.
1850 Gateway Blvd.
Mail Code:  CA4-706-05-09
Concord, CA  94520
Attention:                 Kristine Kelleher, Officer Credit Services
Telephone:                 (925) 675-8373
Facsimile:                 (888) 969-2414 (domestic)
                           (415) 343-9205 (international)
Electronic Mail:           Kristine.L.Kelleher@bankofamerica.com



                                 Sch 10.02 -- 1



OTHER NOTICES AS ADMINISTRATIVE AGENT:

Bank of America, N.A.
Agency Management
1455 Market Street
Mail Code:        CA5-701-05-19
San Francisco, CA  94103
Attention:                 Kevin Ahart
                           Agency Management Officer
Telephone:                 415. 436.2750
Facsimile:                 415. 503.5000
Electronic Mail:           Kevin.ahart@bankofamerica.com

L/C ISSUER:

Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code:  CA9-703-19-23
Los Angeles, CA  90017-1466
Attention:                 Sandra Leon
                           Vice President
Telephone:                 213 345-5231
Facsimile:                 213 345-6694
Electronic Mail:           Sandra.Leon@bankofamerica.com

REQUESTS FOR CREDIT EXTENSIONS AS A LENDER:

Bank of America, N.A.
200 Front Street West
Toronto, ON, M5V 3L2
Attention:                 Teresa Tsui
Telephone:                 (416) 349-5390
Facsimile:                 (416) 349-4282
Electronic Mail:           teresa.tsui@bankofamerica.com

1850 Gateway Blvd.
Concord, CA 94520
Attention:                 Lila Rodriquez
Telephone:                 (925) 675-8029
Facsimile:                 (925) 675-8051 or 8053
Electronic Mail:           lila.c.rodriquez@bankofamerica.com


                                 Sch 10.02 -- 2


OTHER NOTICES AS A LENDER:

Bank of America, N.A.
855 2nd Street SW
Calgary, Alberta  T2P 4J7
Canada
Attention:                 Doug Linkletter
                           Managing Director
Telephone:                 (403) 231-3329
Facsimile:                 (403) 232-8848
Electronic Mail:           doug.linkletter@bankofamerica.com

OTHER LENDERS

BANK OF MONTREAL
REQUESTS FOR CREDIT EXTENSIONS:

Bank of Montreal
115 South LaSalle
Floor - 111/17W
Chicago, IL  60603
Attention:                 Onyx Wilson
                           CSO
Telephone:                 (312) 750-3748
Facsimile:                 (312) 750-6061

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

Bank of Montreal
14th Floor
421 7th Ave S.W.
Calgary, AB  Canada
T2P 4K9
Attention:                 Jim Baidacoff, Vice President
Telephone:                 (403) 515-3652
Facsimile:                 (403) 515-3650
Electronic Mail:           jim.baidacoff@bmo.com

TORONTO DOMINION (TEXAS), INC.
REQUESTS FOR CREDIT EXTENSIONS AND OTHER NOTICES:

Toronto Dominion (Texas), Inc.
909 Fannin, Suite 1700
Houston, Texas  77010
Attention:                 Rachel Suiter
Telephone:                 (713) 653-8266
Fax:                       (713) 951-9921


                                 Sch 10.02 -- 3


FIRST UNION NATIONAL BANK
REQUESTS FOR CREDIT EXTENSIONS:

First Union National Bank
201 S. College
CP-24
Charlotte, NC  28288
Attention:                 Denise Nobles, Analyst
Telephone:                 (704) 374-4897
Facsimile:                 (704) 383-7902

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

First Union National Bank
1001 Fannin Street
Suite 2255
Houston, TX  77002
Attention:                 David Humphreys, Vice President
Telephone:                 (713) 346-2727
Facsimile:                 (713) 650-6354
Electronic Mail:           david.humphreys@wachovia.com

CITIBANK, N.A.
REQUESTS FOR CREDIT EXTENSIONS:

Citibank, N.A.
#4301 400 3rd Ave. S.W.
Calgary, Alberta
Canada  T2P 4H2
Attention:                 Diane Gould
                           Assistant Vice President
Telephone:                 (403) 261-5105
Facsimile:                 (403) 294-0601
Electronic Mail:           diane.gould@citi.com

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

Citibank, N.A.
#4301 400 3rd Ave. S.W.
Calgary, Alberta
Canada  T2P 4H2
Attention:                 Jim Campbell, Vice President
Telephone:                 (403) 261-5107
Facsimile:                 (403) 294-0601
Electronic Mail:           jim.campbell@citi.com


                                 Sch 10.02 -- 4


CIBC INC.
REQUESTS FOR CREDIT EXTENSIONS:

CIBC Inc.
2727 Paces Ferry Road, Suite 1200
2 Paces West, Building 2
Atlanta, GA  30339
Attention:                 Tonya Hunter
                           Senior Administrator
Telephone:                 (770) 319-4819
Facsimile:                 (770) 319-4950

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

CIBC Inc.
1600 Smith Street, Suite 3100
Houston, TX  77002
Attention:                 Russell Otts, Director
Telephone:                 (713) 650-2595
Facsimile:                 (713) 650-7675
Electronic Mail:            Russell.Otts@us.cibc.com

ROYAL BANK OF CANADA
REQUESTS FOR CREDIT EXTENSIONS AND OTHER NOTICES:

Royal Bank of Canada
New York Branch
One Liberty Plaza, 3rd Floor
New York, NY 10006-1404
Attention:                 Manager, Loans Administration
Telephone:                 (416) 955-6679
Facsimile:                 (416) 955-6720, 955-6722

With a copy to:

Royal Bank of Canada
New York Branch
One Liberty Plaza, 3rd Floor
New York, NY 10006-1404
Attention:                 N. Delph
Telephone:                 (212) 428-6363; (212) 428-6249
Facsimile:                 (212) 809-7148
Electronic mail:           Nigel.Delph@rbccm.com; Nigel.Delph@royalusa.com


                                 Sch 10.02 -- 5


ABN AMRO BANK N.V., CAYMAN ISLANDS BRANCH
REQUESTS FOR CREDIT EXTENSIONS:

ABN AMRO Bank N.V., Cayman Islands Branch
208 S. LaSalle St., Suite 1500
Chicago, IL  60604-1003
Attention:                 Marti Vandervset
Telephone:                 (312) 992-5173
Facsimile:                 (312) 992-5156
Electronic Mail:           marti.vandervest@abnamro.com

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

ABN AMRO Bank N.V., Canada Branch
#2399, 650 W. Georgia St.
Vancouver, BC  Canada
V6B 4N8
Attention:                 Teresa Wu, VP/Mark Bohn, GVP
Telephone:                 (604) 640-3626/3612
Facsimile:                 (604) 682-2936
Electronic Mail:           teresa.wu@abnamro.com
                           mark.bohn@abnamro.com

SUNTRUST BANK
REQUESTS FOR CREDIT EXTENSIONS:

SunTrust Bank
303 Peachtree Street NE
10th Floor
Atlanta, GA  30308
Attention:                 Roshawn Orise, CBA
Telephone:                 (404) 230-1939
Facsimile:                 (404) 575-2730
Electronic Mail:           roshawn.orise@suntrust.com

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

SunTrust Bank
303 Peachtree Street NE
10th Floor
Atlanta, GA  30308
Attention:                 Joe McCreery, Vice President
Telephone:                 (404) 532-0274
Facsimile:                 (404) 829-6270
Electronic Mail:           joseph.m.mccreery@suntrust.com


                                 Sch 10.02 -- 6


                                                                       EXHIBIT A



                               FORM OF LOAN NOTICE
                                                        Date: ___________, _____

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

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of
___________, 2002 (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. and Enbridge Energy, Limited Partnership (together with any other Person
that has become a Borrower pursuant to Section 2.05 of the Agreement, the
"BORROWERS"), the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent and L/C Issuer.

         The undersigned hereby requests (select one):

         [ ]  A Borrowing of Loans   [ ]  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
                              Form of Loan Notice


                                                                       EXHIBIT B



                                FORM OF LOAN NOTE
$______________________                                 ________________________

         FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises
to pay to the order of _____________________________ (the "LENDER"), on the
Maturity Date (as defined in the Credit Agreement referred to below) the
principal amount of ________________ Dollars ($___________), or such lesser
principal amount of Loans (as defined in such Credit Agreement) due and payable
by the Borrower to the Lender on the Maturity Date under that certain Credit
Agreement, dated as of ___________________, 2002 (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 the Borrower, _______________, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, and L/C Issuer.

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

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

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


                                   Exh B -- 1
                               Form of Loan 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
                               Form of Loan Note




                     LOANS AND PAYMENTS WITH RESPECT THERETO



                                                                 AMOUNT OF        OUTSTANDING
                                                   END OF       PRINCIPAL OR       PRINCIPAL
                   TYPE OF       AMOUNT OF       INTEREST      INTEREST PAID      BALANCE THIS     NOTATION
     DATE         LOAN MADE      LOAN MADE        PERIOD        THIS DATE            DATE          MADE BY
- ---------------------------------------------------------------------------------------------------------------
                                                                               
 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------

 ------------  --------------  --------------  ------------  -----------------  ---------------  -------------





                                   Exh B -- 3
                               Form of Loan 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 Credit Agreement, dated as of
___________, 2002 (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 "MLP") and Enbridge Energy, Limited Partnership (together with the MLP
and any other Person that has become a Borrower pursuant to Section 2.05 of the
Agreement, the "BORROWERS"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, and L/C Issuer.

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

             USE FOLLOWING FOR FISCAL YEAR-END FINANCIAL STATEMENTS

         1. Attached hereto as Schedule 1 are year-end financial statements for
the Borrowers and their 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 MLP 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 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 the unaudited financial
statements for the fiscal quarter of __________ ended as of the above date
adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such
financial statements fairly present the financial condition, results of
operations and cash flows of the MLP 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 MLP and its Subsidiaries and


                                   Exh C -- 1
                         Form of Compliance Certificate



Unrestricted Subsidiaries during the accounting period covered by the attached
financial statements.

         3. A review of the activities of the MLP 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 MLP and each of its Subsidiaries and Unrestricted Subsidiaries
performed and observed all its Obligations under the Loan Documents, and

                                   SELECT ONE:

         to the best knowledge of the undersigned during such fiscal period, the
MLP 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 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, non-credit-enhanced, senior unsecured
long-term debt ratings 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.

                                                                                
        A.       Pro Forma EBITDA for Subject Period                                          $_____________

                       Consolidated Net Income                                                $_____________

                       Consolidated Interest Charges                                          $_____________

                       Income Taxes                                                           $_____________

                       Depreciation                                                           $_____________

                       Amortization                                                           $_____________

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

                       Pro Forma Adjustment for acquisitions during Subject Period

                       Incremental EBITDA                                                     $_____________

                              Acquisition $_______

                              Acquisition $_______

        B.       Consolidated Funded Debt at Statement Date:                                  $_____________

        C.       Leverage Ratio (Line A / Line B):                                            _______to 1.00

        

MAXIMUM PERMITTED:



        FISCAL QUARTERS ENDING                 MAXIMUM LEVERAGE RATIO
- -----------------------------------------    --------------------------
                                          
Closing Date through June 30, 2003                   5.00:1.00
Thereafter                                           4.75:1.00



                                   Exh C -- 3
                         Form of Compliance Certificate





SECTION 7.14 - NON-CREDIT-ENHANCED SENIOR UNSECURED LONG-TERM DEBT RATING.



                                                                     NON-CREDIT ENHANCED SENIOR
                                                                        UNSECURED LONG TERM
                                                                             DEBT RATING
                                                                   -----------------------------
                        RATED BORROWER                               MOODY'S             S&P
        -----------------------------------------------            -----------------------------
                                                                                   
        Enbridge Energy Partners, L.P.

        Enbridge Energy, Limited Partnership

        ---------------------------












                                   Exh C -- 4
                         Form of Compliance Certificate



                                                                       EXHIBIT D



                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

                  This Assignment and Acceptance Agreement (this "ASSIGNMENT")
is dated as of the Effective Date set forth below and is entered into by and
between [INSERT NAME OF ASSIGNOR] (the "ASSIGNOR") and [INSERT NAME OF ASSIGNEE]
(the "ASSIGNEE"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "CREDIT
AGREEMENT"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.

                  For an agreed consideration, the Assignor hereby irrevocably
sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard
Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities, Letters of Credit)
(the "ASSIGNED INTEREST"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.

1. Assignor: ______________________________

2. Assignee: ______________________________ [and is an Affiliate/Approved
Fund(1)]

3. Borrower(s): ______________________________


4. Administrative Agent: ______________________, as the administrative agent
under the Credit Agreement


5. Credit Agreement: [The Credit Agreement, dated as of ________, among [name of
borrower(s)], the Lenders parties thereto and Bank of America, N.A., as
Administrative Agent





- ------------------------
(1) Select as applicable.


                                   Exh D -- 1
                       Form of Assignment and Acceptance


6.       Assigned Interest:



- ----------------------------------------------------------------------------------------------------------------------------
                                         Aggregate
                                         Amount of                      Amount of               Percentage
                                      Commitment/Loans               Commitment/Loans           Assigned of
      Facility Assigned               for all Lenders                    Assigned            Commitment/Loans(2)
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                    
        _____________(3)              $________________             $________________          ______________%
- ----------------------------------------------------------------------------------------------------------------------------

        _____________                 $________________             $________________          ______________%
- ----------------------------------------------------------------------------------------------------------------------------

        _____________                 $________________             $________________          ______________%
- ----------------------------------------------------------------------------------------------------------------------------


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

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

                                              ASSIGNOR

                                              [NAME OF ASSIGNOR]

                                              By: _____________________________
                                                       Title:

                                              ASSIGNEE

                                              [NAME OF ASSIGNEE]

                                              By: _____________________________
                                                       Title:
[Consented to and](4) Accepted:

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

By: _________________________________
      Title:




_________________________________

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

(3) 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.).

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


                                   Exh D -- 2
                       Form of Assignment and Acceptance



[Consented to:](5)




By: _____________________________
   Title:















_________________________________

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

                                   Exh D -- 3
                       Form of Assignment and Acceptance




                                  ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE AGREEMENT

                             [___________________](6)

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ACCEPTANCE AGREEMENT

                  1. Representations and Warranties.

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

                  1.2. ASSIGNEE. The Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement, (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision, and (v)
if it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.


- -----------------------------
(6) Describe Credit Agreement at option of Administrative Agent.


                                   Exh D -- 4
                       Form of Assignment and Acceptance


                  1.3 ASSIGNEE'S ADDRESS FOR NOTICES, ETC. Attached hereto as
Schedule 1 is all contact information, address, account and other administrative
information relating to the Assignee.

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

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






                                   Exh D -- 5
                       Form of Assignment and Acceptance



                               SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE AGREEMENT

                             ADMINISTRATIVE DETAILS

   (ASSIGNEE TO LIST NAMES OF CREDIT CONTACTS, ADDRESSES, PHONE AND FACSIMILE
    NUMBERS, ELECTRONIC MAIL ADDRESSES AND ACCOUNT AND PAYMENT INFORMATION)















                                   Exh D -- 6
                       Form of Assignment and Acceptance



                                                                       EXHIBIT E



                                FORM OF GUARANTEE

                  THIS GUARANTEE is made as of January 29, 2002.

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
extended Commitments to make Loans to, and participate in Letters of Credit for
the benefit of, the Borrowers;

                  [AND WHEREAS the Guarantor is a Material Subsidiary;

                  AND WHEREAS it is in the interests of the Guarantor that the
Lenders make Credit Extensions from time to time to the Borrowers in accordance
with the Credit Agreement and, therefore, the Guarantor is willing to execute
and deliver this Guarantee;] or

                  [AND WHEREAS, as a condition precedent to the making of the
initial Credit Extension under the Credit Agreement, the Guarantor is required
to execute and deliver this Guarantee;]

                  NOW THEREFORE, in consideration of the covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby conclusively acknowledged), the
Guarantor hereby covenants and agrees with the Beneficiaries as follows:

                          ARTICLE ONE - INTERPRETATION

1.01              DEFINITIONS

         (1) In this Guarantee and the recitals hereto, unless something in the
subject matter or context is inconsistent therewith:

"ADMINISTRATIVE AGENT" means Bank of America, N.A., together with any successors
thereto in such capacity.

"BENEFICIARIES" means, collectively, the Lenders (including the L/C Issuer) and
the Administrative Agent and their respective successors and permitted
transferees and assigns, and

"BENEFICIARY" means any of the Lenders, the Administrative Agent or the L/C
Issuer and each of their respective successors and permitted transferees and
assigns.

"BORROWERS" means the MLP, the Operating Partnership and any other Person that
becomes a Borrower pursuant to Section 2.05 of the Credit Agreement.

"CREDIT AGREEMENT" means that certain Credit Agreement dated as of January __,
2002, among the Borrowers, the Lenders, Bank of America, N.A., as administrative
agent and L/C Issuer,


                                   Exh E -- 1
                               Form of Guarantee


Bank of Montreal, as syndication agent, and Toronto Dominion (Texas), Inc. and
First Union National Bank, as documentation agents, as the same may be amended,
modified, supplemented or restated from time to time in accordance with the
provisions thereof.

"GUARANTEE" means this Guarantee, as amended, modified, supplemented or restated
from time to time in accordance with the provisions hereof.

"GUARANTOR" means [NAME OF NON-BORROWER MATERIAL SUBSIDIARY] or [NAME OF
BORROWER].

"LENDERS" means each lender from time to time party to the Credit Agreement.

"LENDERS' COUNSEL" means Mayer, Brown & Platt or such other firm of lawyers as
may be selected by the Administrative Agent from time to time.

"MLP" means Enbridge Energy Partners, L.P., a Delaware limited partnership.

"OPERATING PARTNERSHIP" means Enbridge Energy, Limited Partnership, a Delaware
limited partnership.

"TAXES" has the collective meanings of the terms "Taxes" and "Other Taxes", as
such terms are defined in Section 3.01 of the Credit Agreement, and "Tax" and
"Taxation" shall be construed accordingly.

         (2) Capitalized words and phrases used in this Guarantee and the
recitals hereto without express definition herein shall, unless something in the
subject matter or context is inconsistent therewith, have the same defined
meanings as are ascribed to such words and phrases in the Credit Agreement. In
addition, the interpretive rules of Sections 1.02, 1.03, 1.04 and 1.05 shall, to
the extent applicable, be employed in this Guarantee, unless something in the
subject matter or context is inconsistent therewith. For certainty, if the
Credit Agreement ceases to be in force for any reason whatsoever, then for all
purposes hereof the aforementioned capitalized words and phrases, and
interpretive rules, shall continue to have the same defined meanings and effect,
as applicable, set forth in the Credit Agreement as if such agreement remained
in force in the form immediately prior to its ceasing to be in force.

1.02              HEADINGS

                  The division of this Guarantee into Articles and Sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Guarantee. The terms "this
Guarantee", "hereof", "hereunder" and similar expressions refer to this
Guarantee and not to any particular Article, Section or other portion hereof and
include any agreement supplemental hereto. Unless something in the subject
matter or context is inconsistent therewith, references herein to Articles and
Sections are to Articles and Sections of this Guarantee.


                                   Exh E -- 2
                               Form of Guarantee


1.03              NUMBER; PERSONS; INCLUDING

                  Words importing the singular number only shall include the
plural and vice versa, words importing the masculine gender shall include the
feminine and neuter genders and vice versa and words importing persons shall
include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations and vice versa and 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.

                             ARTICLE TWO - GUARANTEE

2.01              GUARANTEE OF OBLIGATIONS

                  The Guarantor hereby unconditionally and irrevocably
guarantees to the Beneficiaries the payment and performance of all of the
Obligations, together with interest thereon as provided in Section 5.04.

2.02              GUARANTEE ABSOLUTE AND UNCONDITIONAL

                  The liability and obligations of the Guarantor hereunder shall
be continuing, unconditional and absolute and, without limiting the generality
of the foregoing, shall not be released, discharged, limited or otherwise
affected by:

         (a)      any extension, other indulgence, renewal, settlement,
                  discharge, compromise, waiver, subordination or release in
                  respect of any Obligation, security, person or otherwise,
                  including any extension, other indulgence, renewal,
                  settlement, discharge, compromise, waiver, subordination or
                  release of any of the Obligations, covenants or undertakings
                  of any other Loan Party under the Credit Agreement and other
                  Loan Documents;

         (b)      any modification or amendment of or supplement to the
                  Obligations or to the Credit Agreement or the other Loan
                  Documents, including any increase or decrease in the
                  principal, the rates of interest or other amounts payable
                  thereunder, or any extension of the Maturity Date thereunder;

         (c)      any loss of or in respect of any security held by the
                  Beneficiaries, whether occasioned by the fault of the
                  Beneficiaries or otherwise, including any release,
                  non-perfection or invalidity of any such security;

         (d)      any change in the existence, structure, constitution, name,
                  control or ownership of the Guarantor, any other Loan Party or
                  any other person, or any insolvency, bankruptcy,
                  reorganization or other similar proceeding affecting any Loan
                  Party or any other person or their respective assets;

         (e)      the existence of any claim, set-off or other right which the
                  Guarantor may have at any time against any other Loan Party or
                  any other person, whether in connection with this Guarantee or
                  any unrelated transaction;


                                   Exh E -- 3
                               Form of Guarantee


         (f)      any provision of applicable law purporting to prohibit or
                  limit the payment by the Guarantor or any other Loan Party of
                  any Obligation, and the foregoing is hereby waived by the
                  Guarantor to the extent permitted under applicable law;

         (g)      any limitation, postponement, prohibition, subordination or
                  other restriction on the right of a Beneficiary to payment of
                  the Obligations;

         (h)      any release, substitution or addition of any other guarantor
                  of the Obligations;

         (i)      any defense arising by reason of any failure of any
                  Beneficiary to make any presentment, demand, or protest or to
                  give any other notice, including notice of all of the
                  following: acceptance of this Guarantee, partial payment or
                  non-payment of all or any part of the Obligations and the
                  existence, creation, or incurring of new or additional
                  Obligations;

         (j)      any defense arising by reason of any failure of a Beneficiary
                  to proceed against the Guarantor, any other Loan Party or any
                  other person, or to apply or exhaust any security held from
                  the Guarantor, any other Loan Party, or any other person for
                  the Obligations or to pursue any other remedy available to the
                  Beneficiaries;

         (k)      any defense arising by reason of the invalidity, illegality or
                  lack of enforceability of the Obligations or any part thereof
                  or of any security or guarantee in support thereof, or by
                  reason of any incapacity, lack of authority, or other defense
                  of the Guarantor, any other Loan Party or any other person, or
                  by reason of any limitation, postponement or prohibition on a
                  Beneficiary's rights to payment, or the cessation from any
                  cause whatsoever of the liability of the Guarantor, any other
                  Loan Party or any other person with respect to all or any part
                  of the Obligations (other than irrevocable payment to the
                  Beneficiaries in full, in cash, of the Obligations), or by
                  reason of any act or omission of the Beneficiaries or others
                  which directly or indirectly results in the discharge or
                  release of the Guarantor, any other Loan Party or any other
                  person or of all or any part of the Obligations or any
                  security or guarantee therefor, whether by contract, operation
                  of law or otherwise;

         (l)      any defense arising by reason of the failure by a Beneficiary
                  to obtain, register, perfect or maintain a Lien in or upon any
                  property of the Guarantor, any other Loan Party or any other
                  person, or by reason of any interest of the Beneficiaries in
                  any property, whether as owner thereof or as holder of a Lien
                  therein or thereon, being invalidated, voided, declared
                  fraudulent or preferential or otherwise set aside, or by
                  reason of any impairment of any right or recourse to
                  collateral;

         (m)      any defense arising by reason of the failure of the
                  Beneficiaries to marshal assets;

         (n)      to the extent permitted under applicable law, any defense
                  based upon any failure of the Beneficiaries to give to the
                  Guarantor or any other Loan Party notice of any sale or other
                  disposition of any property securing any or all of the
                  Obligations or


                                   Exh E -- 4
                               Form of Guarantee


                  any other guarantee thereof, or any notice that may be given
                  in connection with any sale or other disposition of any such
                  property;

         (o)      any defense based upon or arising out of any bankruptcy,
                  insolvency, reorganization, moratorium, arrangement,
                  readjustment of debt, liquidation or dissolution proceeding
                  commenced by or against the Guarantor, any other Loan Party or
                  any other person, including any discharge or bar against
                  collection of any of the Obligations; or

         (p)      any other law, event or circumstance or any other act or
                  failure to act or delay of any kind by the Guarantor, the
                  other Loan Parties, the Beneficiaries or any other person,
                  which might, but for the provisions of this Section,
                  constitute a legal or equitable defense to or discharge,
                  limitation or reduction of the Guarantor's obligations
                  hereunder, other than as a result of the payment or
                  extinguishment in full of the Obligations.

                  The foregoing provisions apply and the foregoing waiver, to
the extent permitted under applicable law, shall be effective even if the effect
of any action or failure to take action by the Beneficiaries is to destroy or
diminish the Guarantor's subrogation rights, the Guarantor's right to proceed
against any other Loan Party for reimbursement, the Guarantor's right to recover
contribution from any other guarantor or any other right or remedy of the
Guarantor.

2.03              GUARANTOR AS A PRIMARY OBLIGOR

                  Any amount which may not be recoverable from the Guarantor on
the basis of a guarantee shall be recoverable by the Beneficiaries from the
Guarantor as a primary obligor in respect thereof and shall be paid to the
Beneficiaries forthwith after demand therefor as provided herein.

                ARTICLE THREE - DEALINGS WITH OTHER LOAN PARTIES

3.01              NO RELEASE

                  The Beneficiaries, without releasing, discharging, limiting or
otherwise affecting in whole or in part the Guarantor's liability and
obligations hereunder, may:

         (a)      grant time, renewals, extensions, indulgences, releases and
                  discharges to any other Loan Party or endorser;

         (b)      take or abstain from taking security or collateral from any
                  other Loan Party or endorser or from perfecting security or
                  collateral of any other Loan Party or endorser;

         (c)      accept compromises from any other Loan Party or endorser;

         (d)      subject to the other Loan Documents, apply all money at any
                  time received from any other Loan Party or from security upon
                  such part of the Obligations as the


                                   Exh E -- 5
                               Form of Guarantee


                  Beneficiaries may see fit or change any such application
                  in whole or in part from time to time as the Beneficiaries may
                  see fit; or

         (e)      otherwise deal with any other Loan Party and all other persons
                  and security as the Beneficiaries may see fit.

3.02              NO EXHAUSTION OF REMEDIES

                  This Guarantee constitutes a Guarantee of payment when due and
not of collection, and the Beneficiaries shall not be bound or obligated to
exhaust their recourse against the Guarantor, any other Loan Parties or other
persons or any securities or collateral they may hold or take any other action
(other than to make demand pursuant to Article Five) before the Administrative
Agent shall be entitled to demand, enforce and collect payment from the
Guarantor hereunder.

3.03              EVIDENCE OF OBLIGATIONS

                  Any account settled or stated in writing by or between a
Beneficiary or the Beneficiaries, as the case may be, and any Loan Party shall
be prima facie evidence that the balance or amount thereof appearing due to the
same is so due.

3.04              NO SET-OFF

                  The Guarantor shall not claim any set-off or counterclaim
against any other Loan Party in respect of any liability of any other Loan Party
to the Guarantor.

                       ARTICLE FOUR - CONTINUING GUARANTEE

4.01              CONTINUING GUARANTEE

                  This Guarantee shall be a continuing guarantee and shall
continue to be effective even if at any time any payment of any of the
Obligations is rendered unenforceable or is rescinded or must otherwise be
returned by any Beneficiary for any reason whatsoever (including the insolvency,
bankruptcy or reorganization of the Guarantor or any other Loan Party), all as
though such payment had not been made.

4.02              REVIVAL OF INDEBTEDNESS

                  If at any time, all or any part of any payment previously
received by a Beneficiary and applied to any Obligation must be rescinded or
returned by the Beneficiary for any reason whatsoever (including the insolvency,
bankruptcy or reorganization of the Guarantor or any other Loan Party), such
Obligation shall, for the purpose of this Guarantee, to the extent that such
payment must be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Beneficiary, and this Guarantee shall
continue to be effective or be reinstated, as the case may be, as to such
Obligation as though such application by the Beneficiary had not been made.


                                   Exh E -- 6
                               Form of Guarantee


            ARTICLE FIVE - DEMAND FOR PAYMENT, EXPENSES AND INTEREST

5.01              DEMAND FOR PAYMENT

                  The Administrative Agent shall be entitled to make demand upon
the Guarantor at any time that payment of any Obligation is due and unpaid,
whether at stated maturity, upon acceleration or otherwise, and upon any such
demand, the Beneficiaries may treat such Obligations as due and payable and may
forthwith collect from the Guarantor such unpaid Obligations. The Guarantor
shall make payment to or performance in favour of the Beneficiaries of all such
Obligations forthwith after demand therefor is made upon the Guarantor by the
Administrative Agent as aforesaid.

5.02              STAY OF ACCELERATION

                  If acceleration of the time for payment of any amount payable
by any Loan Party in respect of the Obligations is stayed upon the insolvency,
bankruptcy, arrangement or reorganization of the Guarantor or any other Loan
Party or any moratorium affecting the payment of the Obligations, all such
amounts that would otherwise be subject to acceleration shall nonetheless be
payable by the Guarantor hereunder forthwith on demand by the Administrative
Agent.

5.03              EXPENSES

                  The Guarantor shall pay to the Beneficiaries all reasonable
out-of-pocket costs and expenses, including all reasonable Attorney Costs and
other expenses incurred by the Beneficiaries from time to time in the
enforcement, realization and collection of or in respect of this Guarantee. All
such amounts shall be payable by the Guarantor on demand by the Administrative
Agent.

5.04              INTEREST

                  Any payment obligation comprised in the Obligations guaranteed
hereunder which is not paid when due hereunder shall bear interest, to the
extent not already included in the Obligations, both before and after default or
judgment, from the date of demand pursuant to Section 5.01 to the date of
payment at the rate or rates provided in the Credit Agreement for such
Obligations or, in the event no such rate is provided for in the Credit
Agreement, at a rate per annum that is equal to the Base Rate. Any amounts
payable pursuant to Section 5.03 or Section 9.03 which are not paid when due
hereunder shall bear interest, both before and after default or judgment, from
the date of demand pursuant to Section 5.03 to the date of payment or
reimbursement thereof by the Guarantor at a rate per annum that is equal to the
Base Rate. All such interest shall accrue daily and shall be payable by the
Guarantor on demand by the Administrative Agent.


                                   Exh E -- 7
                               Form of Guarantee


                            ARTICLE SIX - SUBROGATION

6.01              SUBROGATION

         (1) Until all the Obligations have been irrevocably paid in full in
cash, the Guarantor shall have no right of subrogation to, and waives to the
fullest extent permitted by applicable law, any right to enforce any remedy
which the Beneficiaries now have or may hereafter have against any other Loan
Party in respect of the Obligations, and until such time the Guarantor waives
any benefit of, and any right to participate in, any security, now or hereafter
held by the Beneficiaries for the Obligations.

         (2) If (i) the Guarantor makes payment to the Beneficiaries of all
amounts owing by the Guarantor under this Guarantee, (ii) the Obligations are
performed and irrevocably paid in full and (iii) all Commitments under the
Credit Agreement are terminated, then the Administrative Agent will, at the
Guarantor's request, execute and deliver to the Guarantor appropriate documents,
without recourse and without representation and warranty, necessary to evidence
the transfer by subrogation to the Guarantor of the Beneficiaries' interest in
the Obligations and any security held therefor resulting from such performance
or payment by the Guarantor.

                 ARTICLE SEVEN - REPRESENTATIONS AND WARRANTIES

7.01              REPRESENTATIONS AND WARRANTIES

                  The Guarantor represents and warrants for itself to each of
the Beneficiaries that each representation and warranty contained in Article V
of the Credit Agreement which is made in respect to a Loan Party is, as to it,
true and correct as of the date hereof (except to the extent that such
representations and warranties specifically (i) refer to a different date, in
which case they shall be true and correct as of such date) as if such
representation or warranty was set forth in full in this Guarantee and made by
the Guarantor and acknowledges and confirms that each of the Beneficiaries is
relying upon such representations and warranties.

7.02              DEEMED REPETITION

                  On the date of delivery by any Borrower of a Request for
Credit Extension to the Administrative Agent, and again on the date of any
advance of any Loans to the Borrower pursuant thereto each of the
representations and warranties of the Guarantor (unless such Guarantor is such
Borrower) contained in Section 7.01 shall be deemed to be repeated.

7.03              OTHER LOAN DOCUMENTS

                  All representations, warranties and statements contained in
any Compliance Certificate delivered by the Borrowers pursuant to the Credit
Agreement shall constitute representations and warranties made by the Guarantor
(unless such Guarantor is such Borrower) to the Beneficiaries under this
Guarantee.


                                   Exh E -- 8
                               Form of Guarantee


7.04              EFFECTIVE TIME OF REPETITION

                  All representations and warranties, when repeated or deemed to
be repeated hereunder, shall be construed with reference to the facts and
circumstances existing at the time of repetition, unless they are stated herein
to be made as at the date hereof.

7.05              NATURE OF REPRESENTATIONS AND WARRANTIES

                  The representations and warranties set out in this Guarantee
or deemed to be made pursuant hereto shall survive the execution and delivery of
this Guarantee and the making of credit extensions, notwithstanding any
investigations or examinations which may be made by the Beneficiaries or
Lenders' Counsel. Such representations and warranties shall survive until this
Guarantee has been terminated, provided that the representations and warranties
deemed made by the Guarantor relating to environmental matters shall survive the
termination of this Guarantee.

                        ARTICLE EIGHT - GENERAL COVENANTS

8.01              AFFIRMATIVE COVENANTS OF THE GUARANTOR

                  So long as any Obligation is outstanding or any Commitment is
available under the Credit Agreement, each Guarantor (which is not a Borrower)
covenants and agrees with each of the Beneficiaries that, unless the Required
Lenders otherwise consent in writing, it shall perform each of the obligations
set forth in Article VI of the Credit Agreement as if such obligations were set
forth in full in this Guarantee and as if such obligations were undertaken by
the Guarantor.

8.02              NEGATIVE COVENANTS OF THE GUARANTOR

                  So long as any Obligation is outstanding or any Commitment is
available under the Credit Agreement, each Guarantor (which is not a Borrower)
covenants and agrees with each of the Beneficiaries that, unless the Required
Lenders otherwise consent in writing, it shall not and shall not do anything
prohibited by Article VII of the Credit Agreement as if each such prohibition
was set forth in full in this Guarantee and as if each such prohibition was
applicable to the Guarantor.

                             ARTICLE NINE - GENERAL

9.01              WAIVER OF NOTICE OF ACCEPTANCE

                  The Guarantor hereby waives notice of acceptance of this
Guarantee.

9.02              BENEFIT OF THE GUARANTEE

                  This Guarantee shall enure to the benefit of the respective
successors and permitted assigns of the Beneficiaries and be binding upon the
successors of the Guarantor.


                                   Exh E -- 9
                               Form of Guarantee


9.03              TAXES AND SET-OFF BY GUARANTOR

         (a)      All payments by the Guarantor under this Guarantee, whether in
                  respect of principal, interest, interest on overdue and unpaid
                  interest, fees or any other Obligations, shall be made in full
                  without any deduction or withholding (whether in respect of
                  set-off, counterclaim, duties, taxes, charges or otherwise
                  whatsoever) unless the Guarantor is prohibited by applicable
                  laws from doing so, in which event the Guarantor shall:

                  (i)      ensure that the deduction or withholding does not
                           exceed the minimum amount legally required;

                  (ii)     forthwith pay to the Administrative Agent (on behalf
                           of the Beneficiaries) such additional amount so that
                           the net amount received by the Administrative Agent
                           will equal the full amount which would have been
                           received by it had no such deduction or withholding
                           been made;

                  (iii)    pay to the relevant taxation or other authorities,
                           within the period for payment required by applicable
                           laws, the full amount of the deduction or withholding
                           (including the full amount of any deduction or
                           withholding from any additional amount paid pursuant
                           to this Section); and

                  (iv)     furnish to the Administrative Agent promptly, as soon
                           as available, an official receipt of the relevant
                           taxation or other authorities involved for all
                           amounts deducted or withheld as aforesaid.

         (b)      In the event that, following such deduction or withholding as
                  is referred to in this Section from any payment by the
                  Guarantor, any Beneficiary receives any additional payment
                  hereunder and shall receive or be granted a corresponding
                  credit against or remission for any other Tax payable by it,
                  such Beneficiary shall (subject to the Guarantor having paid
                  any additional amount payable in accordance with the preceding
                  provisions) to the extent that it can do so without prejudice
                  to the retention of the amount of such credit or remission and
                  without prejudice to the right of such Beneficiary to obtain
                  any other relief or allowance which may be available to it,
                  reimburse the Guarantor with such amount as such Beneficiary
                  certifies to be the proportion of such credit or remission as
                  will leave such Beneficiary (after such reimbursement) in no
                  worse or better position that it would have been had there
                  been no such deduction or withholding. Such reimbursement
                  shall be made forthwith upon such Beneficiary certifying that
                  the amount of such credit or remission has been received by
                  it.

9.04              NO WAIVER; REMEDIES

                  No failure on the part of the Beneficiaries to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right hereunder preclude the
other or further exercise thereof or the exercise of any other


                                   Exh E -- 10
                               Form of Guarantee


right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

9.05              SEVERABILITY

                  If any provision of this Guarantee is determined to be invalid
or unenforceable in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.

9.06              AMENDMENTS AND WAIVERS

                  Any provision of this Guarantee may be amended, waived or a
consent given in respect thereof (a) in the case of the provisions of Articles
Seven and Eight, with the concurrence of the Guarantor and the Required Lenders,
and (b) in all other cases, with the concurrence of the Guarantor and all of the
Beneficiaries. Any amendment under any provision of this Guarantee must be in
writing signed by the Administrative Agent and the Guarantor. Any waiver and any
consent by the Beneficiaries under any provision of this Guarantee must be in
writing signed by the Administrative Agent and may be given subject to any
conditions thought fit by the Beneficiaries or Required Lenders, as the case may
be. Any waiver or consent shall be effective only in the instance and for the
purpose for which it is given.

9.07              ADDITIONAL SECURITY

                  This Guarantee is in addition and without prejudice to any
security of any kind (including, without limitation, other guaranties) now or
hereafter held by the Beneficiaries and any other rights or remedies they might
have.

9.08              NOTICES

                  Any demand, notice or other communication (hereinafter in this
Section referred to as a "Communication") to be given in connection with this
Guarantee shall be given in writing and may be given by personal delivery,
telecopier or by registered mail addressed to the recipient as follows:

                  To the Beneficiaries, care of the Administrative Agent as
follows:

                  Bank of America, N.A.
                  Agency Management
                  1455 Market Street
                  Mail Code:     CA5-701-05-19
                  San Francisco, CA  94103
                  Attention:           Kevin Ahart
                                       Agency Management Officer
                  Telephone:           415. 436.2750
                  Facsimile:           415. 503.5000
                  Electronic Mail:     Kevin.ahart@bankofamerica.com


                                   Exh E -- 11
                               Form of Guarantee


                  To the Guarantor:

                  Enbridge Energy Partners, L.P.
                  1100 Louisiana
                  Suite 3300
                  Houston, TX  77002-5217
                  Attention:           Chris Kaitson, Associate General Counsel
                  Telecopy No.:        (713) 650-2232

                  WITH A COPY TO:

                  Enbridge Energy Partners, L.P.
                  c/o Enbridge Inc.
                  3000, 425-1st
                  Calgary, Alberta  T2P 3L8
                  Canada
                  Attention:           John Whelen, Treasurer
                  Telecopy No.:        (403) 231-4848

or such other address or telecopy number as may be designated by notice by any
party to the other. Any Communication given by personal delivery or telecopier
shall be conclusively deemed to have been given on the day of actual delivery or
transmittal thereof and, if given by registered mail, on the third day following
the deposit thereof in the mail. If the party giving any Communication knows or
ought reasonably to know of any difficulties with the postal system which might
affect the delivery of mail, any such Communication shall not be mailed but
shall be given by personal delivery or telecopier.

9.09              ASSIGNMENT

                  The rights of the Beneficiaries under this Guarantee shall be
assigned by the Beneficiaries without the consent of any Loan Party or the
Guarantor to the extent that the Beneficiaries assign the Commitments, Loans or
L/C Obligations in accordance with the applicable provisions of the Credit
Agreement; provided that, such an assignment may only be made to an assignee of
all or part of the Loans, the Commitment and the other rights and interests of
the assignor Beneficiary under the Loan Documents where such assignee agrees in
writing to be bound (to the extent of the interests assigned to such assignee)
by the assignor Beneficiary's obligations under the Credit Agreement.

9.10              TIME OF ESSENCE

                  Time is of the essence with respect to this Guarantee and the
time for performance of the obligations of the Guarantor under this Guarantee
may be strictly enforced by the Beneficiaries.


                                   Exh E -- 12
                               Form of Guarantee


9.11              FINANCIAL CONDITION OF BORROWERS

                  The Guarantor is fully aware of the financial condition of the
Borrowers and acknowledges that it shall receive a direct financial benefit from
the credit being made available to the Borrowers under the Credit Agreement.

9.12              RELEASES

         (a) At such time as the Loans and all other outstanding Obligations
shall have been paid and performed in full and all Commitments under the Credit
Agreement have been terminated, all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and the
Guarantor hereunder shall terminate (except those which by their terms survive
such termination), all without delivery of any instrument or performance of any
act by any party. At the request and sole expense of any Borrower or the
Guarantor, as the case may be, following any such termination, the
Administrative Agent shall execute and deliver to such Person such documents as
such Person shall reasonably request to evidence such termination.

         (b) Subject to the immediately following sentence, if all the capital
stock or other equity interests, or all or substantially all of the assets, of
the Guarantor shall be sold, transferred or otherwise disposed of, in each case
in a transaction permitted by the Credit Agreement (other than a sale, transfer
or other disposition to a Loan Party), then the Administrative Agent, at the
request and sole expense of the Guarantor (or any Borrower, as the case may be),
shall execute and deliver to the Guarantor (or any Borrower, as the case may be)
all releases or other documents reasonably necessary or desirable for the
release of the Guarantee of the Guarantor hereunder. At the request and sole
expense of each Borrower, the Guarantor shall be released from its obligations
hereunder in the event that all the capital stock or other equity interests, or
all or substantially all of the assets, of the Guarantor shall be sold,
transferred or otherwise disposed of in a transaction permitted by the Credit
Agreement (other than a sale, transfer or other disposition to a Loan Party);
PROVIDED that a Borrower shall have delivered to the Administrative Agent and
the Lenders, at least 5 Business Days prior to the date of the proposed release,
a written request for release identifying the Guarantor and the terms of the
sale or other disposition in reasonable detail, together with a certification by
a Borrower stating that such transaction is in compliance with the Credit
Agreement and the other Loan Documents.

9.13              ACKNOWLEDGEMENT OF DOCUMENTATION

                  The Guarantor hereby acknowledges receipt of a true and
complete copy of the other Loan Documents and all of the terms and conditions
thereof.

9.14              ENTIRE AGREEMENT

                  This Guarantee and the other Loan Documents constitute the
entire agreement between the Beneficiaries and the Guarantor with respect to the
subject matter hereof and cancel and supersede any prior understandings and
agreements between such parties with respect thereto. There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements, expressed, implied or statutory, between such parties other than as
expressly set forth herein or therein.


                                   Exh E -- 13
                               Form of Guarantee


9.15              GOVERNING LAW

         (b) THIS GUARANTEE 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.

         (c) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTEE 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 GUARANTEE, THE GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH
LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE GUARANTOR, 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 JURISDICTION
IN RESPECT OF THIS GUARANTEE OR ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED
THERETO. THE GUARANTOR, 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.



                  IN WITNESS WHEREOF the Guarantor has executed this Guarantee.

                                       [GUARANTOR]




                                       ----------------------------------------
                                       By:

                                           ------------------------------------
                                       Name:

                                             ----------------------------------
                                       Title:

                                             ----------------------------------

                                   Exh E -- 14
                               Form of Guarantee



                                                                       EXHIBIT F



                           FORM OF OPINION OF COUNSEL


                        [FULBRIGHT & JAWORSKI LETTERHEAD]


                                January 29, 2002

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

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

Ladies and Gentlemen:

         We have acted as counsel for Enbridge Energy, Limited Partnership, a
Delaware limited partnership (the "OPERATING PARTNERSHIP"), and Enbridge Energy
Partners, L.P., a Delaware limited partnership (the "MLP") in connection with
the execution and delivery today of (i) the Credit Agreement, dated as of
January 29, 2002 (the "CREDIT AGREEMENT"), by and among the MLP, the Operating
Partnership, the lenders from time to time parties thereto (the "LENDERS"), and
Bank of America, N.A., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT"), (ii) the promissory notes of even date herewith
delivered pursuant to the Credit Agreement (the "NOTES") and (iii) each Guaranty
executed by each of the MLP and the Operating Partnership. In addition, we have
acted as counsel for Enbridge Pipelines (East Texas) L.P., a Delaware limited
partnership ("EAST TEXAS", and together with the MLP and the Operating
Partnership, the "PARTNERSHIPS"), in connection with its execution and delivery
today of a Guaranty dated of even date with the Credit Agreement (such Guaranty,
together with the Guaranties referred to in the preceding clause (ii),
collectively, the "GUARANTIES" and individually, a "GUARANTY", as the context
may require). Capitalized terms used and not defined herein have the meanings
assigned in the Credit Agreement. The opinions expressed herein are being
furnished to you pursuant to Section 4.01(a)(viii) of the Credit Agreement.

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


                                   Exh F -- 1
                           Form of Opinion of Counsel


January 29, 2002
Page 2


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

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

                  (i) each Person a party to any Financing Document other than a
Partnership (each such Person other than a Partnership, an "OTHER PARTY") (a)
has been duly organized or formed (as applicable), (b) is validly existing and
in good standing under the laws of its jurisdiction of incorporation or
formation, as applicable, and (c) has the corporate or equivalent power and
authority to execute and deliver, and to perform its obligations under, each of
the Financing Documents in which such Person is identified as a party;

                  (ii) the execution and delivery of each of the Financing
Documents by each Other Party, and the performance of its obligations
thereunder, have been duly authorized by all necessary corporate or equivalent
action on the part of such Person;

                  (iii) each Other Party has duly executed and delivered each of
the Financing Documents in which such Person is identified as a party;

                  (iv) each Person a party to any Financing Document has (a)
satisfied each legal requirement that is applicable to such Person to the extent
necessary to make such Financing Document enforceable against such Person and
(b) complied with any other legal requirements pertaining to the status of such
Person as such status relates to the rights of such Person to perform or enforce
(as applicable) such Financing Document against each other Person that is a
party to such Financing Document;

                  (v) no order, consent, approval, license, authorization,
waiver or validation of, or filing, recording or registration with, or notice
to, or exemption by, any court, governmental body or authority, or any
subdivision thereof, is required to authorize or is required in connection with,
the execution and delivery by any Person identified in any Financing Document as
a party thereto, or in connection with the performance of its obligations
thereunder or the consummation of the transactions contemplated thereby, other
than those that have been obtained or made and are in full force and effect
(PROVIDED, that we make no such assumption with respect to consents, approvals
and the like applicable to each Partnership to the extent that we express our
opinion rendered in paragraph 6 below);

                  (vi) each of the Financing Documents is the legal, valid and
binding obligation of each Other Party thereto, enforceable against such Other
Party in accordance with its terms; and

                  (vii) Administrative Agent has been and is the duly appointed
agent of each of Lenders (Agent and Lenders, collectively, the "FINANCING
PARTIES").

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


                                   Exh F -- 2
                           Form of Opinion of Counsel



January 29, 2002
Page 3


                  1. Each Partnership is a limited partnership validly existing
in good standing under the Delaware Revised Uniform Limited Partnership Act (6
DEL.C Sections 17-101, ET SEQ.) (the "LP ACT"). Each Partnership is authorized
to transact business in the State of Texas.

                  2. The execution and delivery by each Partnership of each
Financing Document to which it is a party, and the performance by each
Partnership of its obligations thereunder, are within its limited partnership
power and authority and have been duly authorized by all necessary limited
partnership action.

                  3. Each Financing Document to which each Partnership is a
party has been duly executed and delivered by it.

                  4. Under the internal laws of the State of New York, each of
the Financing Documents to which each Partnership is a party is a valid and
binding obligation of such Partnership, enforceable against such Partnership in
accordance with its terms.

                  5. Neither the execution and delivery by each Partnership of
any Financing Document to which it is a party, nor the performance of its
obligations thereunder, will (i) result in a violation by it of (a) any
statutory law or regulation applicable to such Partnership, or (b) the
certificate of limited partnership or agreement of limited partnership of such
Partnership or (ii) result in a breach of, or constitute a default under, the
terms of any agreement or instrument binding on such Partnership which is filed
as an exhibit to the MLP's Annual Report on Form 10-K for the year ended
December 31, 2000.

                  6. No consent, approval, authorization or waiver of, or notice
to or filing with, or other action by, any governmental authority is required to
be obtained or made by a Partnership by any material statutory law or regulation
applicable to such Partnership as a condition to the execution and delivery by
such Partnership of any Financing Document to which it is expressed to be a
party, or the performance by such Partnership of its obligations under any
Financing Document to which it is a party.

                  7. No Partnership is (i) an "investment company" or a company
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended, or (ii), other than with respect to
Enbridge Inc., a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary" of a
"holding company", as such terms are defined in the Public Utility Holding
Company Act of 1933, as amended.

                  8. Assuming each Borrower complies with the provisions of the
Credit Agreement relating to the use of proceeds thereunder (whether or not
therein stated as a covenant), the use by it of proceeds from the Loans will not
result in a violation of Regulation U of the Board of Governors of the Federal
Reserve System.

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

                  A. The opinions expressed herein are limited exclusively to
the laws of the State of New York, the LP Act and the federal statutory laws and
regulations of the United States of America. In respect to such laws, in
addition to other limitations set forth herein, such reference is limited to
laws that are normally applicable to the transactions provided for in the
Financing Documents, and, in any event and without limitation, does not include
statutes, laws, rules or regulations relating to (i) the operation of any asset
or property, (ii) utility regulation, (iii) antitrust, (iv) taxation or (v)
securities law, or the construction or interpretations of any of the foregoing,
or authorizations, permits, consents and the like with respect thereto.
Reference herein to the "internal laws" of a jurisdiction is to the laws of that


                                   Exh F -- 3
                           Form of Opinion of Counsel


January 29, 2002
Page 4


jurisdiction, other than (x) that jurisdiction's choice-of-law statutes and
rules, (y) the statutes and ordinances, the administrative decisions, and the
rules and regulations of counties, towns, municipalities and political
subdivisions (whether created or enabled through legislative action at the
federal, state, regional or local level), and (z) judicial decisions to the
extent they deal with any of the foregoing.

                  B. The opinions expressed in paragraph 4 hereof are further
subject to the following:

                  (i) The enforceability of the Financing Documents, and to the
extent applicable, the Liens created thereby, may be limited or affected by (a)
bankruptcy, insolvency, reorganization, moratorium, liquidation, rearrangement,
conservatorship, receivership, fraudulent conveyance or transfer or similar laws
(including court decisions) relating to or affecting the rights and remedies of
creditors generally or providing for the relief of debtors, (b) general
principles of equity, including, without limitation, requirements of good faith,
fairness and reasonableness, and the possible unavailability of specific
performance or injunctive relief (regardless of whether enforceability is
considered in a proceeding in equity or at law), (c) the refusal of a particular
court to grant (1) equitable remedies, including, without limitation, specific
performance and injunctive relief, or (2) a particular remedy sought by Lender
under any Financing Document as opposed to another remedy provided for therein
or another remedy available at law or in equity and (d) judicial discretion.

                  (ii) In rendering the opinions expressed in paragraph 4 (such
opinions expressed in such paragraphs, the "REMEDIES OPINIONS"), we express no
opinion as to the validity or enforceability of any provision of any Credit
Document that:

                  (1) purports to (i) establish evidentiary standards or
         characterizations, treatments or effects of payments or rights, in each
         case made or existing under, or in connection with, any Financing
         Document, (ii) waive or otherwise affect any right, warranty or defense
         that cannot be waived or otherwise affected as a matter of law, (iii)
         negate the effect of any course of dealing or any exercise, or failure
         or delay to exercise, any right, power, privilege or remedy, (iv)
         relate to indemnities, exculpation or contribution to the extent
         prohibited by public policy or require indemnification or contribution
         (as applicable) for liability on account of fraud, negligence, gross
         negligence, willful misconduct, breach of the performance of an agreed
         undertaking, violation of law or illegal conduct (or the public policy
         underlying such action or conduct) of any Person seeking or asserting
         the benefit of such indemnity, exculpation of contribution provision,
         (v) limit liability of any Person to claims for gross negligence or
         willful misconduct, (vi) grant to any Person the right to offset
         special deposits against obligations owed under the Financing
         Documents, (vii) authorize conclusive determinations by any party or to
         permit a party to make determinations in its sole discretion, or (viii)
         restrict access to legal or equitable remedies;

                  (2) states that (i) prohibition, illegality, invalidity or
         unenforceability of any provision of such Financing Document in any
         jurisdiction shall not (a) invalidate the remaining provisions of such
         Financing Document or (b) affect that provision in any other
         jurisdiction, or (ii) the right of any Person to exercise any right or
         remedy on the basis of any misrepresentation or breach of warranty is
         not affected by any action by Lender;

                  (3) constitutes a submission to or acceptance of the
         jurisdiction of, or permits an action against any Person to be brought,
         or waives any objection to the laying of venue or choice of forum in
         such an action, in, the courts of any jurisdiction, other than the
         courts of the State of New York or the federal courts of the United
         States of America sitting in the State of New York;

                  (4) permits an action against any Person to be brought in the
         courts of the State of New York (i) if such Person has not been served
         with process in that action in accordance with


                                   Exh F -- 4
                           Form of Opinion of Counsel



January 29, 2002
Page 5


         applicable rules of procedure or (ii) if the court in which the action
         is brought does not have jurisdiction of the subject matter of the
         action;

                  (5) permits an action against any Person to be brought in the
         federal courts of the United States of America sitting in the State of
         New York (i) if such Person has not been served with process in
         accordance with applicable rules of procedure or (ii) if those courts
         do not have jurisdiction in the subject matter of the action;

                  (6) requires the reimbursement to any Person whose breach of a
         recognizable standard of performance or care in acting or failing
         timely or otherwise properly to act substantially contributed to the
         basis for which such reimbursement is sought; or

                  (7) provides for the enforcement in any jurisdiction of a
         judgment of the courts of another jurisdiction.

                  (iii) We have assumed that each Financing Party will act
reasonably and in good faith in performing its duties, and in exercising its
rights and remedies, under the Financing Documents. In this regard, we note that
the enforceability of specific provisions of the Financing Documents may be
subject to standards of reasonableness, care and diligence and "good faith"
limitations and obligations such as those provided in Section 1-102(3), 1-203
and 1-208 of the Uniform Commercial Code as in effect in the State of New York
and similar applicable principles of common law and judicial precedent. Further,
we have also assumed that each Financing Party will enforce the respective
Financing Documents in compliance with the provisions thereof and all
requirements of applicable law.

                  (iv) Further, we additionally note that the maximum lawful
amount or rate of interest which any national bank, a federal savings bank or
any foreign bank or branch of a foreign bank which is subject to the
jurisdiction of the federal banking laws of the United States of America, may
take, receive, reserve, contract for or charge is governed by federal statutory
law. Further, Lenders that are entities other than such financial institutions
may, in accordance with laws governing their respective operation and business,
be subject to statutory limits provided by the laws other than the laws of the
State of New York. In rendering the Remedies Opinions, we express no opinion as
to whether the interest provided for in any Financing Document is in excess of
any such maximum lawful amount or rate or as to the effect of the provisions for
interest in any Loan Document on the enforceability of the Financing Documents
with respect to any Financing Party constituting a national bank or such foreign
bank or branch thereof which is located in any jurisdiction other than the State
of New York.

                  C. We do not express any opinion with respect to any exhibit
to, or other agreement referred to in, any of the Financing Documents.

                  D. In rendering the foregoing opinions, we have not, pursuant
to our engagement, endeavored to express any opinions, and we express no
opinions, and none are intended to be implied hereby nor shall be inferred
herefrom, as to (i) the various state and federal laws, statutes, regulations,
interpretations, opinions, directives, orders, rulings, authorities or similar
matters regulating or governing any Financing Party (collectively, the "RULES")
and/or its entry into, execution, delivery or performance of the Financing
Documents, or the transactions provided for therein, or the conduct of its
business related thereto, or (ii) any Financing Party's compliance with any of
the Rules in connection with any Financing Document, or the transactions
provided for therein.


                                   Exh F -- 5
                           Form of Opinion of Counsel


January 29, 2002
Page 6


                  E. In rendering the opinions expressed in paragraph 1 above
relating to existence and good standing and foreign qualification and good
standing, we have relied solely upon a review of certificates of public
officials, without further investigation as to matters set forth therein, and
such opinions are limited to the dates of such certificates.

                  F. In rendering the opinions expressed in paragraph 1 above
relating to the MLP's existence and good standing in Delaware and authorization
to transact business in Texas, we have relied solely upon a review of
certificates of public officials as follows: (i) Certificate of State of
Delaware, Office of Secretary of State dated January 22, 2002 (Delaware
existence and good standing); and (ii) Certificate of State of Texas, Secretary
of State dated January 23, 2002 (Texas authorization to transact business).

                  G. In rendering the opinions expressed in paragraph 1 above
relating to the Operating Partnership's existence and good standing and
authorization to transact business in Texas, we have relied solely upon a review
of certificates of public officials as follows: (i) Certificate of State of
Delaware, Office of Secretary of State dated January 23, 2002 (Delaware
existence and good standing); and (ii) Certificate of State of Texas, Secretary
of State dated January 23, 2002 (Texas authorization to transact business).

                  H. In rendering the opinions expressed in paragraph 1 above
relating to East Texas's existence and good standing and authorization to
transact business in Texas, we have relied solely upon a review of certificates
of public officials as follows: (i) Certificate of State of Delaware, Office of
Secretary of State dated January 24, 2002 (Delaware existence and good
standing); and (ii) Certificate of State of Texas, Secretary of State dated
January 24, 2002 (Texas authorization to transact business).

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

                                             Very truly yours,



                                             Fulbright & Jaworski L.L.P.


                                   Exh F -- 6
                           Form of Opinion of Counsel




                                   SCHEDULE A



                    TO OPINION OF FULBRIGHT & JAWORSKI L.L.P.



                             DATED JANUARY 29, 2002



                                 LIST OF LENDERS







Bank of America, N.A.

ABN AMRO Bank N.V., Cayman Islands Branch

Bank of Montreal

CIBC Inc.

Citibank, N.A.

Royal Bank of Canada

First Union National Bank

SunTrust Bank

Toronto Dominion (Texas), Inc.






                                   Exh F -- 7
                           Form of Opinion of Counsel



                                                                       EXHIBIT G



                         FORM OF SUBORDINATION AGREEMENT

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

                  WHEREAS _________________________, a _________________ (the
"Obligor") is or may become indebted to the Senior Lenders under or in
connection with the Credit Agreement;

                  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 its loans 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 Credit Agreement dated as of ___________ __,
2002 among Enbridge Energy Partners, L.P., Enbridge Energy, Limited Partnership,
as Borrowers, the Lenders from time to time party thereto, Bank of America,
N.A., as Agent and L/C Issuer, Bank of Montreal, as Syndication Agent, The
Toronto Dominion (Texas), Inc. and First Union National Bank, as Documentation
Agents and Banc of America Securities LLC and BMO Nesbitt Burns, as Joint Lead
Arrangers and Joint Book Managers (as such agreement may be amended, modified,
supplemented or restated from time to time, the "Credit Agreement"). sIn
addition, the following terms shall have the following meanings:

         (a)      "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; and


                                   Exh G -- 1



         (b)      "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 Agent, the
                  L/C Issuer and each of the Lenders individually and any
                  combination thereof.

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.


                                   Exh G -- 2


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 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 Senior Indebtedness shall first be
paid in full 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 Agent on behalf of the Senior Lenders; and

         (b)      the Subordinated Creditor hereby irrevocably agrees that the
                  Agent on behalf of the Senior Lenders may, at its 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 file, prove
                  and vote or consent in any such proceedings with respect to
                  any and all claims of the Subordinated Creditor relating to
                  the Subordinated Indebtedness.


                                   Exh G -- 3


2.3               [INTENTIONALLY BLANK]

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 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

                  Prior to the occurrence of a Default or Event of Default under
the Credit Agreement which is continuing, the Subordinated Creditor shall,
subject to Section 2.2, be entitled to receive payments on account of any
Subordinated Indebtedness in accordance with the terms of such Subordinated
Indebtedness.

                                    ARTICLE 4
                                   SUBROGATION

4.1               RESTRICTION ON SUBROGATION

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

4.2               TRANSFER BY SUBROGATION

                  If (a) the 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 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
Agent.


                                   Exh G -- 4


                                    ARTICLE 5
                             DEALINGS WITH BORROWERS

5.1               RESTRICTION DEALINGS BY SUBORDINATED CREDITOR

                  Except with the prior written consent of the 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 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
                  dissolution, winding-up, liquidation, reorganization,
                  bankruptcy, insolvency, receivership or similar proceedings
                  respecting 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 Borrowers and other Loan Parties under any
                  such Loan Documents;

         (c)      grant time, renewals, extensions, releases, discharges or
                  other indulgences or forbearances to the Borrowers and other
                  Loan Parties 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;

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

         (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


                                   Exh G -- 5


                  Indebtedness, this Agreement or any other Loan Document or
                  allow the Borrowers and other Loan Parties 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


                                   Exh G -- 6


                  under, any loan agreement, indenture, trust deed or any other
                  material agreement or instrument to which the Subordinated
                  Creditor is a party or by which its or its assets are bound;
                  or (iii) requires any approval or consent of any governmental
                  authority having jurisdiction except such as have already been
                  obtained and are in full force and effect.

                                    ARTICLE 7
                            CONTINUING SUBORDINATION

7.1               CONTINUING SUBORDINATION

                  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 and no further Commitments are outstanding under
                  the Credit Agreement;

         (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.

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 G -- 7


                                    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 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,
subject to Section 10.07 of the Credit Agreement, 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 BY SUBORDINATED CREDITOR

                  The Subordinated Creditor shall not assign all or any portion
of its obligations under this Agreement without the prior written consent of the
Senior Lenders (which consent may be arbitrarily withheld).


                                   Exh G -- 8


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 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 G -- 9






                                 ACKNOWLEDGMENT


                  The undersigned hereby acknowledges the terms of the above
Subordination Agreement and, subject to any contrary direction made by a court
of competent jurisdiction, covenants not to participate in any violation
thereof.

                                       [OBLIGOR]


                                       Per:
                                           -------------------------------------


                                       Per:
                                           -------------------------------------

















                                  Exh G -- 10

EX-10.31

================================================================================





                            364-DAY CREDIT AGREEMENT

                          DATED AS OF JANUARY 29, 2002

                                      among

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

                      ENBRIDGE ENERGY, LIMITED PARTNERSHIP,
                                  as Borrower,

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

                                BANK OF MONTREAL,
                              as Syndication Agent

                         TORONTO DOMINION (TEXAS), INC.
                         AND FIRST UNION NATIONAL BANK,
                             as Documentation Agents

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC
                              AND BMO NESBITT BURNS
                                       as
                  Joint Lead Arrangers and Joint Book Managers





================================================================================




                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                            
ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS...........................................................1

         1.01     Defined Terms..................................................................................1

         1.02     Other Interpretive Provisions.................................................................19

         1.03     Accounting Terms..............................................................................20

         1.04     Rounding......................................................................................20

         1.05     References to Agreements and Laws.............................................................20

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS.....................................................20

         2.01     Loans.........................................................................................20

         2.02     Borrowings, Conversions and Continuations of Loans............................................23

         2.03     Intentionally Blank...........................................................................24

         2.04     Letters of Credit.............................................................................25

         2.05     Designation of Additional Borrower............................................................31

         2.06     Prepayments...................................................................................32

         2.07     Reduction or Termination of Commitments.......................................................32

         2.08     Repayment of Loans............................................................................33

         2.09     Interest......................................................................................33

         2.10     Fees..........................................................................................33

         2.11     Computation of Interest and Fees..............................................................34

         2.12     Evidence of Debt..............................................................................34

         2.13     Payments Generally............................................................................35

         2.14     Sharing of Payments...........................................................................36

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY....................................................37

         3.01     Taxes.........................................................................................37

         3.02     Illegality....................................................................................38

         3.03     Inability to Determine Rates..................................................................39

         3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans........39

         3.05     Funding Losses................................................................................40

         3.06     Matters Applicable to all Requests for Compensation...........................................41

         3.07     Survival......................................................................................41

ARTICLE IV.           CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.................................................41

         4.01     Conditions of Initial Credit Extension........................................................41


                                       i


         4.02     Conditions to all Credit Extensions...........................................................43

ARTICLE V.            REPRESENTATIONS AND WARRANTIES............................................................43

         5.01     Existence, Qualification and Power; Compliance with Laws......................................43

         5.02     Authorization; No Contravention...............................................................44

         5.03     Governmental Authorization....................................................................44

         5.04     Binding Effect................................................................................45

         5.05     Financial Statements; No Material Adverse Effect..............................................45

         5.06     Litigation....................................................................................45

         5.07     No Default....................................................................................45

         5.08     Ownership of Property; Liens..................................................................45

         5.09     Environmental Compliance......................................................................46

         5.10     Insurance.....................................................................................46

         5.11     Taxes.........................................................................................46

         5.12     ERISA Compliance..............................................................................47

         5.13     Subsidiaries..................................................................................47

         5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act................47

         5.15     Disclosure....................................................................................47

ARTICLE VI.           AFFIRMATIVE COVENANTS.....................................................................47

         6.01     Financial Statements..........................................................................47

         6.02     Certificates; Other Information...............................................................48

         6.03     Notices.......................................................................................49

         6.04     Payment of Obligations........................................................................49

         6.05     Preservation of Existence, Etc................................................................50

         6.06     Maintenance of Properties.....................................................................50

         6.07     Maintenance of Insurance......................................................................50

         6.08     Compliance with Laws..........................................................................50

         6.09     Books and Records.............................................................................50

         6.10     Inspection Rights.............................................................................50

         6.11     Intentionally Blank...........................................................................50

         6.12     Use of Proceeds...............................................................................51

         6.13     Guaranties....................................................................................51


                                       ii


         6.14     Incorporation of Certain More Restrictive Financial Provisions................................52

ARTICLE VII.          NEGATIVE COVENANTS........................................................................53

         7.01     Liens.........................................................................................53

         7.02     Investments...................................................................................54

         7.03     Indebtedness..................................................................................54

         7.04     Mergers; Sale of Assets.......................................................................57

         7.05     Intentionally Blank...........................................................................57

         7.06     Intentionally Blank...........................................................................57

         7.07     Distributions.................................................................................57

         7.08     ERISA.........................................................................................57

         7.09     Change in Nature of Business..................................................................58

         7.10     Transactions with Affiliates..................................................................58

         7.11     Burdensome Agreements.........................................................................58

         7.12     Use of Proceeds...............................................................................58

         7.13     Consolidated Leverage Ratio...................................................................58

         7.14     Debt Rating...................................................................................59

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES............................................................59

         8.01     Events of Default.............................................................................59

         8.02     Remedies Upon Event of Default................................................................61

ARTICLE IX.           ADMINISTRATIVE AGENT......................................................................61

         9.01     Appointment and Authorization of Administrative Agent.........................................61

         9.02     Delegation of Duties..........................................................................62

         9.03     Liability of Administrative Agent.............................................................62

         9.04     Reliance by Administrative Agent..............................................................63

         9.05     Notice of Default.............................................................................63

         9.06     Credit Decision; Disclosure of Information by Administrative Agent............................63

         9.07     Indemnification of Administrative Agent.......................................................64

         9.08     Administrative Agent in its Individual Capacity...............................................64

         9.09     Successor Administrative Agent................................................................65

         9.10     Other Agents; Lead Arrangers, Etc.............................................................65

ARTICLE X.            MISCELLANEOUS.............................................................................65

         10.01    Amendments, Etc...............................................................................65


                                      iii


         10.02    Notices and Other Communications; Facsimile Copies............................................67

         10.03    No Waiver; Cumulative Remedies................................................................68

         10.04    Attorney Costs, Expenses and Taxes............................................................68

         10.05    Indemnification by the Borrowers..............................................................68

         10.06    Payments Set Aside............................................................................69

         10.07    Successors and Assigns........................................................................69

         10.08    Confidentiality...............................................................................72

         10.09    Set-off.......................................................................................72

         10.10    Interest Rate Limitation......................................................................73

         10.11    Counterparts..................................................................................73

         10.12    Integration...................................................................................73

         10.13    Survival of Representations and Warranties....................................................73

         10.14    Severability..................................................................................74

         10.15    Foreign Lenders...............................................................................74

         10.16    Removal and Replacement of Lenders............................................................74

         10.17    Governing Law.................................................................................75

         10.18    Waiver of Right to Trial by Jury..............................................................76

         10.19    ENTIRE AGREEMENT..............................................................................76

SIGNATURES.....................................................................................................S-1



                                       iv



SCHEDULES


2.01     Commitments and Pro Rata Shares
5.06     Litigation
5.09     Environmental Matters
5.13     Subsidiaries and Other Equity Interests
7.01     Existing Liens
7.03     Existing Indebtedness
10.02    Eurodollar and Domestic Lending Offices, Addresses for Notices






EXHIBITS

         FORM OF

A        Loan Notice
B        Loan Note
C        Compliance Certificate
D        Assignment and Acceptance Agreement
E        Guarantee
F        Opinion of Counsel
G        Subordination Agreement



                                       v


                            364-DAY CREDIT AGREEMENT



         THIS 364-DAY CREDIT AGREEMENT dated as of January 29, 2002 is made and
entered into by and among ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited
partnership (the "MLP"), ENBRIDGE ENERGY, LIMITED PARTNERSHIP, a Delaware
limited partnership (the "OPERATING PARTNERSHIP" and together with the MLP and
any other Person that becomes a Borrower pursuant to SECTION 2.05 hereof, the
"BORROWERS"), each lender from time to time party hereto (collectively, the
"LENDERS" and individually, a "LENDER"), BANK OF AMERICA, N.A., as
Administrative Agent, and L/C Issuer, Bank of Montreal, as Syndication Agent,
and Toronto Dominion (Texas), Inc. and First Union National Bank, as
Documentation Agents.

         The Borrowers have requested that the Lenders provide a revolving
credit facility, and the Lenders are willing to do so on the terms and
conditions set forth herein.

         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:

         "ACCEPTING LENDERS" has the meaning specified in SECTION 2.01(b)(iii).

         "ACQUIRED SUBSIDIARY" has the meaning set forth in the definition of
"INCREMENTAL EBITDA".

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

         "ADMINISTRATIVE AGENT'S OFFICE" means the Administrative Agent's
address and, as appropriate, account as set forth on SCHEDULE 10.02, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrowers and the Lenders.

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

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


                                       1


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

         "AGENT/ARRANGER FEE LETTER" has the meaning specified in SECTION
2.10(c).

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

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

         "AGREEMENT" means this 364-Day Credit Agreement.

         "ANNUAL CERTIFICATE OF EXTENSION" means a certificate from MLP,
executed by an authorized officer and delivered to the Administrative Agent, in
a form acceptable to the Administrative Agent, which requests an extension of
the then scheduled Revolving Commitment Termination Date pursuant to SECTION
2.01(b).

         "APPLICABLE RATE" means the following percentages per annum, based upon
the Debt Rating:



- ----------------------------------------------------------------------------------------------------------
                                             APPLICABLE RATE
- ----------------------------------------------------------------------------------------------------------
                                                          EURODOLLAR RATE
                                                            PLUS (+) AND     BASE
                                                          APPLICABLE RATE    RATE
  PRICING             DEBT RATINGS       FACILITY FEE      FOR LETTERS OF    PLUS      UTILIZATION
   LEVEL              S&P/MOODY'S           RATE               CREDIT         (+)       FEE RATE
- ----------------------------------------------------------------------------------------------------------
                                                                        
- ----------------------------------------------------------------------------------------------------------
      1       A/A2 or higher                .075%               .4%            -0-         .1%
- ----------------------------------------------------------------------------------------------------------
      2       A-/A3                          .1%               .525%           -0-         .1%
- ----------------------------------------------------------------------------------------------------------
      3       BBB+/Baa1                     .125%              .625%           -0-        .125%
- ----------------------------------------------------------------------------------------------------------
      4       BBB/Baa2                      .15%               .725%           -0-        .125%
- ----------------------------------------------------------------------------------------------------------
      5       BBB-/Baa3 or lower             .2%               .925%           -0-        .125%
- ----------------------------------------------------------------------------------------------------------



                                       2


                  "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 Operating Partnership'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 5 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 higher
         than the lower 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)(vii).
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 each of Banc of America Securities LLC, and BMO
Nesbitt Burns, in their respective capacities as joint lead arrangers and joint
book managers.

         "ASSIGNEE CONDITIONS" means, in relation to any Person described in
clause (c) of the defined term "Eligible Assignee", the conditions as follow:
(i) if a Lender assigns to such an Eligible Assignee less than all of its
Commitment and the Loans at the time owing to it (or a participation in its L/C
Obligations), any right of such assigning Lender and such assignee to vote as a
Lender, or any other direct claim or right against any Borrower or Guarantor 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 any Loan Party 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 ACCEPTANCE" means an Assignment and Acceptance
substantially in the form of EXHIBIT D.

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

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

         "AUDITED FINANCIAL STATEMENTS" means the audited consolidated balance
sheet of the MLP and its Subsidiaries and Unrestricted Subsidiaries for the
fiscal year ended December 31, 2000, and the related consolidated statements of
income and cash flows for such fiscal year of such Persons.


                                       3


         "BANK OF AMERICA" means Bank of America, N.A.

         "BASE RATE" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such prime rate is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
prime rate. Any change in such prime rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

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

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

         "BORROWERS" has the meaning set forth in the introductory paragraph
hereto and with respect to each such Persons, includes its successors and
assigns permitted hereby, if any.

         "BORROWING" means a borrowing consisting of simultaneous Loans of the
same Type and having the same Interest Period made by each of the Lenders
pursuant 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 MLP, 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 MLP or (iii) the failure of the Operating
Partnership to constitute a Subsidiary of the MLP.

         "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).


                                       4


         "CODE" means the Internal Revenue Code of 1986.

         "COMMITMENT" means, as to each Lender, its Revolving Commitment (the
aggregate Revolving Commitments of all the Lenders, collectively, the
"COMMITMENTS").

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of EXHIBIT C.

         "CONSOLIDATED EBITDA" means, for any period, for the MLP and its
Subsidiaries (for the avoidance of doubt, excluding the Unrestricted
Subsidiaries) on a consolidated basis, an amount equal to the sum of (a)
Consolidated Net Income, (b) Consolidated Interest Charges, (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 MLP and its Subsidiaries (for the avoidance of doubt, excluding the
Unrestricted Subsidiaries) on a consolidated basis, the sum of (without
duplication) (a) the outstanding principal amount of all obligations, whether
current or long-term, for borrowed money (including all Obligations hereunder),
(b) that portion of obligations with respect to capital leases that are
capitalized in the consolidated balance sheet of the MLP 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 MLP or any of its Subsidiaries and
excluding in all cases Qualifying Subordinated Indebtedness owing to an
Affiliate of the Borrower.

         "CONSOLIDATED INTEREST CHARGES" means, for any period, for the MLP and
its Subsidiaries (for the avoidance of doubt, excluding the Unrestricted
Subsidiaries) on a consolidated basis, all interest expense (and in the case of
capital leases the portion of rent expense that is treated as interest in
accordance with GAAP) on all Consolidated Funded Debt of the MLP and its
Subsidiaries during such period.

         "CONSOLIDATED NET INCOME" means, for any period, for the MLP and its
Subsidiaries on a consolidated basis, the net income of the MLP 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;
PROVIDED, for the purposes of SECTION 6.13(b), this term shall also include the
Unrestricted Subsidiaries.

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

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


                                       5


         "DECLINING LENDERS" has the meaning specified in SECTION 2.01(b)(iii).

         "DEBT RATING" has the meaning set forth in the definition of
"APPLICABLE RATE."

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

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

         "DEFAULT RATE" means an interest rate equal to (a) the Base 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.

         "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.

         "DOCUMENTATION AGENTS" means Toronto Dominion (Texas), Inc. and First
Union National Bank in their capacity as documentation agents under any of the
Loan Documents, or any successor documentation agents.

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

         "EBITDA" means for any period and for any Person and its consolidated
Subsidiaries the sum of (a) net income of such Person and its consolidated
Subsidiaries from continuing operations (excluding gains or losses resulting
from mark to market activity as a result of the implementation of Statement of
Financial Accounting Standard 133, as amended) before extraordinary items
(excluding gains or losses from dispositions of assets), and (b) to the extent
deducted in determining net income of such Person and its consolidated
Subsidiaries (i) all interest 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.


                                       6


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

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

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

         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control with the MLP 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 MLP of liability with respect to a withdrawal by
the MLP 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 MLP
of liability with respect to a complete or partial withdrawal by the MLP or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the incurrence by the MLP 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 MLP 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 MLP 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 for any Interest Period with respect to any
Eurodollar Rate Loan:

                  (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately


                                       7


         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or

                  (b) if the rate referenced in the preceding subsection (a)
         does not appear on such page or service or such page or service shall
         cease to be available, the rate per annum equal to the rate determined
         by the Administrative Agent to be the offered rate on such other page
         or other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c) if the rates referenced in the preceding subsections (a)
         and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest (rounded upward to the
         next 1/100th of 1%) 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 Eurodollar Rate Loan being made, continued or converted
         by Bank of America and with a term equivalent to such Interest Period
         would be offered by Bank of America's London Branch to major banks in
         the offshore Dollar market at their request at approximately 11:00 a.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

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

         "EVENT OF DEFAULT" means any of the events or circumstances specified
in ARTICLE VIII.

         "EXISTING CREDIT FACILITY" means that certain Amended and Restated
Revolving Credit Agreement dated as of September 6, 1996, as amended and in
effect, among the Operating Partnership, the General Partner, Bank of Montreal,
as agent for the lenders party thereto, Harris Trust and Savings Bank, as
collateral agent for such lenders, and such lenders.

         "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.

         "FOREIGN LENDER" has the meaning specified in SECTION 10.15.


                                       8


         "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.

         "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
MLP.

         "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.

         "GUARANTORS" means, collectively, the MLP and each Material Subsidiary
which executes and delivers to the Administrative Agent a Guarantee, so long as
such Guarantee shall not have been expressly terminated by the Administrative
Agent and the Lenders or shall not have been terminated in accordance with its
express terms, in each case with respect to such Person.

         "GUARANTEE" means each Guarantee made by the Guarantors in favor of the
Administrative Agent on behalf of the Lenders, substantially in the form of
EXHIBIT E, as amended and in effect from time to time.

         "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 is assumed by such Person;
PROVIDED, HOWEVER, that


                                       9


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).

         "INCREMENTAL EBITDA" means, (i) as to any Person which becomes a
Subsidiary (an "ACQUIRED SUBSIDIARY") as a result of an acquisition by a
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 a 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 MLP 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 prepaid interest thereon) secured by a Lien on property
         owned or being purchased by such Person (including indebtedness arising
         under conditional sales or other title retention agreements), whether
         or not such indebtedness shall have been assumed by such Person or is
         limited in recourse;

                  (e) capital leases; and

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

         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


                                       10


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.

         "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION 10.05.

         "INDEMNITEES" has the meaning set forth in SECTION 10.05.

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

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

                  (ii) any Interest Period that would otherwise end on a day
         that is not a Business Day shall be extended to the next succeeding
         Business Day unless, in the case of a Eurodollar Rate Loan, such
         Business Day falls in another calendar month, in which case such
         Interest Period shall end on the next preceding Business Day;

                  (iii) any Interest Period pertaining to a 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 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 scheduled
         Maturity Date.

         "IRS" means the United States Internal Revenue Service.

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

         "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).


                                       11


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

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

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

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

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

         "LENDING OFFICE" means, as to any Lender, the office or offices of such
Lender described as such on SCHEDULE 10.02, or such other office or offices as a
Lender may from time to time notify the Borrowers and the Administrative Agent.

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

         "LETTER OF CREDIT APPLICATION" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer and on terms satisfactory to the L/C Issuer and the MLP;
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 then effective Revolving Commitment 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
Commitments and $25,000,000. The Letter of Credit Sublimit is part of, and not
in addition to, the Commitments.

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

         "LOANS" means the Revolving Loans or the Term Loans made by the Lenders
to a Borrower pursuant to this Agreement.


                                       12


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

         "LOAN NOTICE" means written or telephonic notice of (a) a Borrowing,
(b) a conversion of Loans from one Type to the other, or (c) a continuation of
Loans as the same Type, pursuant to SECTION 2.02(a), which, if in writing, shall
be substantially in the form of EXHIBIT A or if telephonic, shall be immediately
followed by written notice in the form of EXHIBIT A; PROVIDED, any such
telephone notice shall be irrevocable when given notwithstanding that it is
required to be so confirmed in writing.

         "LOAN PARTIES" means, collectively, the Borrowers and the Guarantors.

         "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 MLP and its consolidated Subsidiaries
(other than the Unrestricted Subsidiaries) taken as a whole; (b) a material
impairment of the ability of any Loan Party to pay any Obligation when due or
otherwise to perform its material obligations under this Agreement, any
Guarantee or any Note, in each case, to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability of
this Agreement, any Guarantee or any Note, in each case, against any Loan Party
a party thereto.

         "MATERIAL SUBSIDIARY" means (i) any Borrower (other than the MLP) and
any Subsidiary of the MLP (other than, for the avoidance of doubt, an
Unrestricted Subsidiary) which in each case would be 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 and (ii) any Subsidiary which is designated as a Material
Subsidiary pursuant to SECTION 6.13.

         "MATURITY DATE" means (i) either (A) the Revolving Commitment
Termination Date, or (B) if the Borrowers exercise the Term Loan option
described in SECTION 2.01(c), the date which is one year following the Revolving
Commitment Termination Date, or (ii) such earlier date upon which the
Commitments may be terminated in accordance with the terms hereof.

         "MLP" has the meaning set forth in the introductory paragraph hereto,
and with respect to such Persons, includes its successors and assigns permitted
hereby.

         "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 MLP 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


                                       13


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.

         "MULTI-YEAR CREDIT AGREEMENT" means that certain Credit Agreement dated
as of January 29, 2002, among the MLP, the Operating Partnership and any other
Person that becomes a Borrower (as such term is defined therein) thereunder, the
lenders party thereto, Bank of America, N.A., as administrative agent, Bank of
Montreal, as syndication agent and Toronto Dominion (Texas), Inc. and First
Union National Bank, as documentation agents.

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

         "NET TANGIBLE ASSETS" means tangible assets of the MLP and its
Subsidiaries (excluding the Unrestricted Subsidiaries) on a consolidated basis.

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

         "OBLIGATIONS" means all advances to, and debts, liabilities and
obligations of, any Loan Party 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 any Loan Party of any proceeding under any Debtor Relief Laws naming
such Person as the debtor in such proceeding.

         "OPERATING PARTNERSHIP" has the meaning set forth in the introductory
paragraph hereto, and with respect to such Person, includes its successors and
assigns permitted hereby.

         "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.

         "ORIGINAL REVOLVING COMMITMENT TERMINATION DATE" means January 28,
2003.


                                       14


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

         "PARTICIPANT" has the meaning specified in SECTION 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PENSION PLAN" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA, and in respect of which any Borrower or any ERISA
Affiliate is 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 any Borrower or any ERISA Affiliate.

         "PRO FORMA EBITDA" means, at the time of any determination thereof,
without duplication, (a) Consolidated Net Income of the MLP and its consolidated
Subsidiaries, plus, (b) to the extent actually deducted in determining such
consolidated net income, Consolidated Interest Charges, income taxes,
depreciation and amortization for the MLP and its consolidated Subsidiaries, for
the preceding four quarters, (c) calculated on a pro forma basis (1) making
adjustments for acquisitions of any Person or all or substantially all of the
business or assets of any other Person or the operating division or business
unit of any Person made during such four quarters, to the extent not reflected
in such consolidated net income, and (2) including Total AFUDC (but not an
amount of Total AFUDC in excess of 5% of Consolidated EBITDA of the MLP and its
consolidated Subsidiaries for such four quarters).

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

                                       15


service date" with respect to such project MULTIPLIED BY (ii) 50% of the
applicable annual AFUDC Rate or, (Z) for the third quarter following the
"into-service date", (i) the product of the cumulative, aggregate regulated
capital expended prior to the "into-service date" with respect to such
project MULTIPLIED BY (ii) 25% of the applicable annual AFUDC Rate.

         "PRO RATA SHARE" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Commitments set forth opposite
the name of such Lender on SCHEDULE 2.01, as such share may be adjusted as
contemplated herein.

         "QUALIFYING SUBORDINATED INDEBTEDNESS" means Indebtedness of a Borrower
or a Subsidiary owing to an Affiliate of a Borrower or a Subsidiary (in each
case, other than an Unrestricted Subsidiary) provided that (i) such Indebtedness
has a maturity date of at least six months subsequent to the Maturity Date, (ii)
interest accruing on such Indebtedness is, at the option of the obligor thereof,
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
Maturity Date in effect at the time of the incurrence of such Indebtedness and
(iv) such Indebtedness is expressly subordinated to the Obligations under the
Loan Documents pursuant to a subordination in the form of Exhibit G hereto.

         "RATED BORROWER" means, at any time it is a Borrower, the MLP or any
Subsidiary of the MLP which has a rating of its senior unsecured long term
non-credit enhanced Indebtedness by either S&P or Moody's, in each case, from
and after the effective date of any such rating.

         "REGISTER" has the meaning set forth in SECTION 10.07(c).

         "REPLACEMENT LENDERS" has the meaning specified in SECTION
2.01(b)(iii).

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

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

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

         "RESPONSIBLE OFFICER" means the president, chief financial officer,
chief accountant, controller, treasurer, assistant treasurer, secretary or
assistant secretary of a Loan Party.

         "RESTRICTIVE AGREEMENT" has the meaning set forth in SECTION 6.14(i).

         "REVOLVING COMMITMENT" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrowers pursuant to SECTION 2.01(a) and (b)
purchase participations in L/C Obligations, in an aggregate principal amount at
any one 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.


                                       16


         "REVOLVING COMMITMENT TERMINATION DATE" shall mean the earliest of:

         (a) the Original Revolving Commitment Termination Date, or such other
later date as may result from any extension requested by Borrower and consented
to by the Lenders pursuant to SECTION 2.01(b);

         (b) the date on which the Commitments are terminated in full or reduced
to zero pursuant to SECTION 2.07; and

         (c) the date on which the Commitments are otherwise terminated in full
and reduced to zero pursuant to the terms of SECTION 8.02.

         Upon the occurrence of any event described in clause (b) or (c), the
Commitments shall terminate automatically and without any further action.

         "REVOLVING LOAN" means an extension of credit by a Lender to a Borrower
pursuant to SECTION 2.01(a).

         "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
MLP and approved by the Required Lenders.

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

         "SENIOR UNSECURED NOTES" means, collectively, the following: (a) the 7%
senior notes due 2018 in the aggregate principal amount of $100,000,000 issued
by the Operating Partnership pursuant to the Senior Indenture; (b) the 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 and 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
a Borrower. Notwithstanding the foregoing or anything contained or referred to
in any Loan Document to the contrary, no Unrestricted Subsidiary shall be deemed
a Subsidiary of any Borrower for any purpose under any Loan Document.


                                       17


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

         "SWAP TERMINATION VALUE" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include any Lender).

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

         "TERM LOAN" means an extension of credit by a Lender to a Borrower
pursuant to SECTION 2.01(c).

         "THRESHOLD AMOUNT" means $25,000,000.

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

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

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

         "UNREIMBURSED AMOUNT" has the meaning set forth in SECTION 2.04(c)(i).


                                       18


         "UNRESTRICTED SUBSIDIARIES" means any Subsidiary of the MLP or any
Subsidiary that is designated to the Administrative Agent in writing by the MLP
as an Unrestricted Subsidiary after the date hereof; PROVIDED, HOWEVER, that no
Subsidiary shall 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 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 a
Loan Party is a party, or (iv) such Subsidiary is a Loan Party or based on the
financial statements most recently delivered pursuant to SECTION 6.01, or the
good faith determination by the MLP, is a Material 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, 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.

         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.


                                       19


         (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
Borrowers 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.

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 LOANS.

         (a) REVOLVING LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make Revolving Loans to any one or more
of the Borrowers from time to time on any Business Day during the period from
the Closing Date to the Revolving Commitment Termination Date, in an aggregate
amount for all Revolving Loans to all Borrowers not to exceed at any time
outstanding the amount of such Lender's Commitment; PROVIDED, HOWEVER, that
after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of
all Loans and L/C Obligations shall not exceed the Commitments, and (ii) the
aggregate Outstanding Amount of the Loans of any Lender, PLUS such Lender's Pro
Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed
such Lender's Commitment. Within the limits of each Lender's Commitment, and
subject to the other terms and conditions hereof, the Borrowers may borrow under
this SECTION 2.01(a), prepay under SECTION 2.06, and reborrow under this SECTION
2.01(a). Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.


                                       20


         (b) EXTENSION OF REVOLVING COMMITMENT TERMINATION DATE AND OF REVOLVING
COMMITMENTS.

                  (i) Subject to the other provisions of this Agreement and
         provided that no Event of Default has occurred and is continuing, the
         total Revolving Commitments shall be effective for an initial period
         from the Closing Date to the Original Revolving Commitment Termination
         Date; PROVIDED that the Revolving Commitment Termination Date, and
         concomitantly the total Revolving Commitments, may be extended for
         successive 364-day periods expiring on the date which is 364-days from
         the then scheduled Revolving Commitment Termination Date. If the MLP
         shall request in an Annual Certificate of Extension delivered to the
         Administrative Agent at least 30 days, but no more than 60 days, prior
         to the then scheduled Revolving Commitment Termination Date that the
         Revolving Commitment Termination Date be extended for 364-days from the
         then scheduled Revolving Commitment Termination Date, then the
         Administrative Agent shall promptly notify each Lender of such request
         and each Lender shall notify the Administrative Agent, no later than 15
         days after such Lender's receipt of such notice from the Administrative
         Agent, whether such Lender, in the exercise of its sole discretion,
         will extend the Revolving Commitment Termination Date for such 364-day
         period. Any Lender which shall not timely notify the Administrative
         Agent that it will extend the Revolving Commitment Termination Date
         shall be deemed not to have agreed to extend the Revolving Commitment
         Termination Date. No Lender shall have any obligation whatsoever to
         agree to extend the Revolving Commitment Termination Date. Any
         agreement to extend the Revolving Commitment Termination Date by any
         Lender shall be irrevocable upon receipt by the Administrative Agent of
         written notification to that effect, except as provided in clause (iii)
         of this Section.

                  (ii) If all Lenders notify the Administrative Agent pursuant
         to clause (i) of this SECTION 2.01(b) of their agreement to extend the
         Revolving Commitment Termination Date, then the Administrative Agent
         shall so notify each Lender and the Borrowers, and such extension shall
         be effective without other or further action by any party hereto for
         such additional 364-day period.

                  (iii) If Lenders constituting at least the Required Lenders
         approve the extension of the then scheduled Revolving Commitment
         Termination Date (such Lenders agreeing to extend the Revolving
         Commitment Termination Date herein called the "ACCEPTING LENDERS") and
         if one or more Lenders shall notify, or be deemed to notify, the
         Administrative Agent pursuant to clause (i) of this SECTION 2.01(b)
         that they will not extend the then scheduled Revolving Commitment
         Termination Date (such Lenders herein called the "DECLINING LENDERS"),
         then (A) the Administrative Agent shall promptly so notify the
         Borrowers and the Accepting Lenders, (B) the Accepting Lenders shall,
         upon the MLP's election to extend the then scheduled Revolving
         Commitment Termination Date in accordance with clause (A) or (B) below,
         extend the then scheduled Revolving Commitment Termination Date, and
         (C) MLP shall, pursuant to a notice delivered to the Administrative
         Agent, the Accepting Lenders and the Declining Lenders, no later than
         the tenth (10th) day following the date by which each Lender is
         required,


                                       21


         pursuant to clause (i) of this SECTION 2.01(b) to approve or disapprove
         the requested extension of the total Revolving Commitments, either:

                           (A) elect to extend the Revolving Commitment
                  Termination Date with respect to the Accepting Lenders and
                  terminate the Revolving Commitments and obligations of the
                  Declining Lenders, which termination shall become effective on
                  the date which would have been the Revolving Commitment
                  Termination Date except for the operation of this Section. On
                  such date, (x) MLP shall deliver a notice of the effectiveness
                  of such termination to the Administrative Agent for delivery
                  to the Declining Lenders and (y) the Borrowers shall pay in
                  full in immediately available funds all Obligations of the
                  Borrowers owing to the Declining Lenders, including any
                  amounts required pursuant to ARTICLE III, and (z) upon the
                  occurrence of the events set forth in clauses (x) and (y), the
                  Declining Lenders shall each cease to be a Lender hereunder
                  for all purposes, other than for purposes of ARTICLE III and
                  SECTION 10.05, and shall cease to have any obligations or any
                  Commitment hereunder, other than to the Agents pursuant to
                  ARTICLE IX, and the Administrative Agent shall promptly notify
                  the Accepting Lenders and the Borrowers of the new Commitments
                  provided such Declining Lenders shall have the benefit of all
                  provisions expressly provided to survive hereunder; or

                           (B) elect to extend the Revolving Commitment
                  Termination Date with respect to the Accepting Lenders and,
                  prior to or no later than the then scheduled Revolving
                  Commitment Termination Date, (A) to replace one or more of the
                  Declining Lenders with another lender or lenders reasonably
                  acceptable to the Administrative Agent (such lenders herein
                  called the "REPLACEMENT LENDERS") and (B) the Borrowers shall
                  pay in full in immediately available funds all Obligations of
                  the Borrowers owing to any Declining Lenders which are not
                  being replaced, as provided in clause (A) above; provided that
                  (x) any Replacement Lender shall purchase, and any Declining
                  Lender shall sell, such Declining Lender's rights and
                  obligations hereunder without recourse or expense to, or
                  warranty by, such Declining Lender for a purchase price equal
                  to the aggregate outstanding principal amount of the
                  Obligations payable to such Declining Lender and the Borrowers
                  shall pay to the Declining Lender any accrued but unpaid
                  interest on such Obligations and accrued but unpaid fees or
                  other amounts owing in respect of such Declining Lender's
                  Loans and Commitments hereunder, and (y) upon the payment of
                  such amounts referred to in clause(x) and the execution of an
                  Assignment and Acceptance by such Replacement Lender and such
                  Declining Lender, such Replacement Lender shall constitute a
                  Lender hereunder and such Declining Lender being so replaced
                  shall no longer constitute a Lender (other than for purposes
                  of ARTICLE III and SECTION 10.05), and shall no longer have
                  any obligations hereunder, other than to the Agents pursuant
                  to ARTICLE IX provided such Declining Lenders shall have the
                  benefit of all provisions expressly provided to survive
                  hereunder-; or

                           (C) elect to revoke and cancel the extension request
                  in such Annual Certificate of Extension by giving notice of
                  such revocation and cancellation to


                                       22


                  the Administrative Agent (which shall promptly notify the
                  Lenders thereof) no later than the tenth (10th) day following
                  the date by which each Lender is required, pursuant to clause
                  (i) of this SECTION 2.01(b), to approve or disapprove the
                  requested extension of the Revolving Commitment Termination
                  Date, and concomitantly the total Commitments.

                  (iv) If Lenders constituting at least the Required Lenders do
         not agree to extend the Revolving Commitment Termination Date pursuant
         to the Annual Certificate of Extension, the Administrative Agent shall
         notify each Lender and the Borrowers that no such extension specified
         therein shall be effective.

If MLP fails to timely provide the election notice referred to in this clause
(iii), the Borrowers shall be deemed to have revoked and cancelled the extension
request in the Annual Certificate of Extension and to have elected not to extend
the Revolving Commitment Termination Date.

         (c) TERM LOANS. On the Revolving Commitment Termination Date (unless
such date shall occur as a result of clause (c) of the definition thereof) and
upon the receipt by the Administrative Agent of a Loan Notice from the MLP,
which Loan Notice shall be deemed to be a representation and warranty by the
Borrowers that the conditions specified in Section 4.02(a) and (b) have been
satisfied on and as of the Revolving Commitment Termination Date, each Lender
will make one Term Loan to the Borrowers up to but not exceeding the amount of
the Revolving Commitments in effect immediately prior to the termination of the
Revolving Commitments on the Revolving Commitment Termination Date, as such
amount may be reduced from time to time in accordance with this Agreement. No
amounts paid or prepaid with respect to the Term Loan may be reborrowed.
Eurodollar Rate Loans for which the Interest Period shall not have terminated as
of the Revolving Commitment Termination Date shall be continued as Eurodollar
Rate Loans for the applicable Interest Period and Base Rate Loans shall be
continued as Base Rate Loans after the Revolving Commitment Termination Date, in
each case subject to further elections pursuant to SECTION 2.02. Any principal
repayments received on the Revolving Commitment Termination Date for Revolving
Loans not converted into Term Loans shall be applied first to Base Rate Loans
and, after Base Rate Loans have been paid in full, to Eurodollar Rate Loans,
unless MLP shall have otherwise instructed the Administrative Agent in writing.
Upon a Lender making such Term Loan, its Term Commitment shall terminate and it
shall have no further Revolving Commitment to make Revolving Loans or Term
Commitment to make Term Loans.

         2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

         (a) Each Borrowing (other than an L/C Borrowing), each conversion of
Loans from one Type to the other, and each continuation of Loans as the same
Type shall be made upon the relevant Borrower's irrevocable notice to the
Administrative Agent. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m., New York time, (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each
Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in
a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess
thereof. Each Borrowing of or conversion to Base Rate


                                       23


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) the identity of
the relevant Borrower and whether the relevant Borrower is requesting a
Borrowing, a conversion of Loans from one Type to the other, or a continuation
of Loans as the same Type, (ii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the Type
of Loans to be borrowed or to which existing Loans are to be converted, and (v)
if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the
applicable Loans shall be made or continued as, or converted to, Base Rate
Loans. Any such automatic conversion to Base Rate Loans shall be effective as of
the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If a Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.

         (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of its Pro Rata Share of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by a Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection.
In the case of a Borrowing, each Lender shall make the amount of its Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m., 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 relevant Borrower in like funds as received
by the Administrative Agent either by (i) crediting the account of such 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 such 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 relevant Borrower as provided above.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders, and the Required Lenders may demand
that any or all of the then outstanding Eurodollar Rate Loans be converted to
Base Rate Loans at the end of the respective Interest Periods therefor, if at
the end of such periods, a Default or an Event of Default is then in existence.

         (d) The Administrative Agent shall promptly notify the relevant
Borrower and the Lenders of the interest rate applicable to any Eurodollar Rate
Loan upon determination of such interest rate. The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error. The Administrative Agent shall notify the relevant


                                       24


Borrower and the Lenders of any change in Bank of America's prime rate used in
determining the Base Rate promptly following the public announcement of such
change.

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

         2.03 INTENTIONALLY BLANK.

         2.04 LETTERS OF CREDIT.

         (a) THE LETTER OF CREDIT COMMITMENT.

                  (i) Subject to the terms and conditions set forth herein, (A)
         the 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 any one of the Borrowers, 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 any one
         of the Borrowers; PROVIDED that the L/C Issuer shall not 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 Commitments, (y) the aggregate Outstanding Amount of the Loans of
         any Lender, PLUS such Lender's Pro Rata Share of the Outstanding Amount
         of all L/C Obligations, 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 Borrowers' ability to obtain Letters
         of Credit shall be fully revolving, and accordingly the Borrowers 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.

                  (ii) The L/C Issuer shall be under no 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 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;


                                       25


                           (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 after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

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

                           (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.

                  (iii) The L/C Issuer shall be under no 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 one of the Borrowers delivered to the
         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 relevant Borrower or Borrowers. 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; and
         (G) such other matters as the L/C Issuer may require. In the case of a
         request for an amendment of any outstanding Letter 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; and (D) such other
         matters as the L/C Issuer may require.

                  (ii) Promptly after receipt of any 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 one or more of the
         Borrowers and, if not, the L/C Issuer will provide the Administrative


                                       26


         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
         relevant Borrower or Borrowers 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 relevant Borrower or Borrowers 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 L/C
         Issuer shall notify the Borrower that requested the issuance of such
         Letter of Credit and the Administrative Agent thereof. Not later than
         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"), such
         requesting Borrower shall reimburse the L/C Issuer through the
         Administrative Agent in an amount equal to the amount of such drawing.
         If such Borrower fails to so reimburse the L/C Issuer by such 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, such
         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 the 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 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 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


                                       27


         Loan to the relevant 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, such
         owing 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, any 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 Borrowers 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 Federal Funds Rate from time to time
         in effect. 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 the 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


                                       28


         with SECTION 2.04(c)(iii), if the Administrative Agent
         receives for the account of the L/C Issuer any payment related to such
         Letter of Credit (whether directly from a 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 the 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 requesting Borrowers to
reimburse the L/C Issuer for each drawing under each Letter of Credit that it
has requested to be issued, and to repay each such L/C Borrowing and each
drawing under a Letter of Credit that is paid by a corresponding Borrowing of
Loans or L/C Advances, shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                  (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 any 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


                                       29


                  (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, any 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.

         Each 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 such Borrower's
instructions or other irregularity, such Borrower shall immediately notify the
L/C Issuer. Each 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 each Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. No Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence, willful misconduct or violation of Law; or (iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. Each
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, such Borrower may have a claim against the L/C
Issuer, and the L/C Issuer may be liable to such Borrower, to the extent, but
only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by such Borrower which such 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


                                       30


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 MLP 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). Each of the Borrowers 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 MLP. Cash Collateral shall be maintained in blocked, non-interest bearing
deposit accounts at Bank of America or other institutions satisfactory to it.

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

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

         (j) FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C
ISSUER. The Borrower requesting the issuance of a Letter of Credit shall pay
directly to the L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit issued at its request, as provided in the Agent/Arranger
Fee Letter, due and payable quarterly in arrears on the last Business Day of
each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, and on the Letter of Credit
Expiration Date. In addition, the Borrower requesting the issuance of a Letter
of Credit shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of


                                       31


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 DESIGNATION OF ADDITIONAL BORROWER.

         Prior to the Revolving Commitment Termination Date, the MLP shall have
the right to designate any Material Subsidiary as an additional Borrower
hereunder by notifying the Administrative Agent and the Lenders in writing of
such designation. Upon execution and delivery to the Administrative Agent of
instruments, documents and opinions of the type described in clauses (i), (ii),
(v), (vi), (vii), (viii) and (x) of Section 4.01(a) with respect to such
additional Borrower in form and substance satisfactory to the Administrative
Agent, and provided that no Default or Event of Default shall have occurred and
be continuing, such Material Subsidiary shall become a Borrower hereunder with
all rights and all obligations as if it were a Borrower on the date hereof.

         2.06 PREPAYMENTS.

         (a) The Borrowers, or any one of them, may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Loans
in whole or in part without premium or penalty; 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 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 a Borrower, the Borrower to whom such
Loan was made shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein. Any
prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to
SECTION 3.05. Each such prepayment shall be applied to the Loans of the Lenders
in accordance with their respective Pro Rata Shares.

         (b) If for any reason the Outstanding Amount of all Loans and L/C
Obligations at any time exceeds the Commitments then in effect, the Borrower or
Borrowers (as applicable) shall immediately prepay their respective 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 MLP may, upon notice
to the Administrative Agent, terminate the Commitments, or permanently reduce
the Commitments to an amount not less than the then Outstanding Amount of all
Loans and L/C Obligations; PROVIDED that (i) any such notice shall be received
by the Administrative Agent not later than


                                       32


11:00 a.m., five Business Days prior to the date of termination or reduction,
and (ii) any such partial reduction shall be in an aggregate amount of
$10,000,000 or any whole multiple of $1,000,000 in excess thereof. The
Administrative Agent shall promptly notify the Lenders of any such notice of
reduction or termination of the Commitments. Once reduced in accordance with
this Section, the Commitments may not be increased. Any reduction of the
Commitments shall be applied to the Commitment of each Lender according to its
Pro Rata Share. All facility fees and utilization fees accrued until the
effective date of any termination of the Commitments shall be paid on the
effective date of such termination.

         2.08 REPAYMENT OF LOANS.

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

         2.09 INTEREST.

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

         (b) In the event any amount due hereunder or under any other Loan
Document (including, without limitation, any interest payment) is not paid when
due (whether by acceleration or otherwise), the Borrowers 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 MLP shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share, a facility fee
equal to the Applicable Rate multiplied by the actual daily amount of the
Commitments, regardless of usage. The facility fee shall accrue at all times
from the Closing Date until the Maturity Date and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date. The facility fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and


                                       33


multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. The facility fee shall accrue at all
times, including at any time during which one or more of the conditions in
ARTICLE IV is not met.

         (b) UTILIZATION FEE. The MLP shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a utilization
fee equal to the Applicable Rate multiplied by the actual daily aggregate
Outstanding Amount of Loans and L/C Obligations for each day that such aggregate
Outstanding Amount together with the aggregate Outstanding Amount (as such term
is defined in the Multi-Year Credit Agreement) under the Multi-Year Credit
Agreement exceeds 33-1/3% of the Aggregate Commitments. The utilization fee
shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the Maturity Date. The utilization fee
shall be calculated quarterly in arrears. The utilization fee shall accrue at
all times, including at any time during which one or more of the conditions in
ARTICLE IV is not met.

         (c) ARRANGEMENT AND AGENCY FEES. The MLP shall pay an arrangement fee
to the Arranger for the Arranger's own account, and shall pay an agency fee to
the Administrative Agent for the Administrative Agent's own account, in the
amounts and at the times specified in the letter agreement, dated November 13,
2001 (the "AGENT/ARRANGER FEE LETTER"), between the MLP, the Arrangers, the Bank
of Montreal 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 each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the
Borrowers 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 Borrowers hereunder to pay any amount owing with respect to the Loans and
L/C Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall be presumed to be prima facie evidence of such matters absent
manifest error. Upon the request of any Lender made through the Administrative
Agent, such Lender's Loans may be evidenced by a Note, in addition to such
accounts or records. Each Lender may attach schedules to its Note(s) and endorse
thereon the date, Type (if applicable), amount and maturity of the applicable
Loans and payments with respect thereto.


                                       34


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

         2.13 PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrowers
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 a Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

         (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) FIRST,
toward costs and expenses (including Attorney Costs and amounts payable under
ARTICLE III) incurred by the Administrative Agent and each Lender, (ii) SECOND,
toward repayment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (iii) THIRD, toward repayment of principal and L/C
Borrowings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and L/C Borrowings then due to such
parties.

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

                  (i) if such Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the portion
         of such assumed payment that was made available to such Lender in
         immediately available funds, together


                                       35


         with interest thereon in respect of each day from and including the
         date such amount was made available by the Administrative Agent to such
         Lender to the date such amount is repaid to the Administrative Agent in
         immediately available funds, at the Federal Funds Rate from time to
         time in effect; and

                  (ii) 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 such Borrower to the date such amount is
         recovered by the Administrative Agent (the "COMPENSATION PERIOD") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's 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 that received such
         Loan, and such Borrower shall pay (subject to its recoupment rights
         from and remedies against such defaulting Lender of any breakage costs
         paid by such 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 Borrowers
         may have against any Lender as a result of any default by such Lender
         hereunder.

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

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

         2.14 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it, or
the participations in L/C Obligations held by it, any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated


                                       36


hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations held by them, as the case may be, as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Loan or
such participations, as the case may be, pro rata with each of them; PROVIDED,
HOWEVER, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender, such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrowers
agree 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 such
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.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 TAXES.

         (a) Any and all payments by any of the Borrowers to or for the account
of the Administrative Agent or any Lender under any Loan Document shall be made
free and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, EXCLUDING, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "TAXES"). If any 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)
such Borrower shall make such deductions, (iii) such Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws,


                                       37


and (iv) within 30 days after the date of such payment, such 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, such 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 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 any 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, such 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, each 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 Borrowers 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 Borrowers that the
circumstances giving rise to such determination no longer exist. Upon receipt of
such notice, the Borrowers shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period thereof, if such Lender may lawfully continue to maintain such Eurodollar
Rate Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion,
the Borrowers shall also pay interest on the amount so prepaid or converted. If
any


                                       38


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
Borrowers 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 Borrowers 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 Borrowers jointly and severally
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


                                       39


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
Borrowers jointly and severally shall pay to such Lender such additional amounts
as will compensate such Lender for such reduction.

         (c) The Borrowers jointly and severally shall pay to each Lender, as
long as such Lender shall be required under regulations of the Board to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"),
additional costs on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender
(as determined by such Lender in good faith, which determination shall be
conclusive), which shall be due and payable on each date on which interest is
payable on such Loan, PROVIDED the Borrowers 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 any Loan Party 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.

         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 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 any 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 such Borrower other than a Base Rate Loan on the date or in the amount
notified by such Borrower; or


                                       40


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

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

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

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         (a) A certificate of the Administrative Agent or any Lender claiming
compensation under 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 Borrowers' 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) Unless waived by all the Lenders (or by the Administrative Agent
with respect to immaterial matters or items specified in clause (v) or (vi)
below with respect to which the Borrowers have given assurances satisfactory to
the Administrative Agent that such items shall be delivered promptly following
the Closing Date), the Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, 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:


                                       41


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

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

                  (iii) INTENTIONALLY BLANK.

                  (iv) copies, certified by the General Partner on behalf of the
         Operating Partnership as being true, correct and complete of the
         Mortgage Note Agreements, including any amendments or modifications
         thereto necessary to permit the Loan Parties to enter into this
         Agreement and the other Loan Documents, and the Senior Indenture;

                  (v) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of Responsible
         Officers of each Loan Party or its general partner 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 such Loan Party is a
         party;

                  (vi) such evidence as the Administrative Agent may reasonably
         require to verify that each Loan Party 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 certified copies of each Loan Party's
         Organization Documents, certificates of good standing and/or
         qualification to engage in business and tax clearance certificates;

                  (vii) a certificate signed by a Responsible Officer of each
         Borrower or its general partner certifying (A) that the conditions
         specified in SECTIONS 4.02(a) and (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 Loan Parties 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 Loan Parties operate;

                  (viii) an opinion of counsel to each Loan Party substantially
         in the form of EXHIBIT F;

                  (ix) evidence that the Existing Credit Facility has been or
         concurrently with the Closing Date is being terminated and all Liens
         securing obligations under the Existing Credit Facility have been or
         concurrently with the Closing Date are being released; and

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


                                       42


         (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 Borrowers 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 Borrowers
and the Administrative Agent).

         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS

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

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

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

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

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

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         Each 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 MLP 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


                                       43


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 1.0% general partner interest in, the MLP. As of the
Closing Date, the MLP 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 the General Partner, which owns a 1.0101% general partner interest in the
Operating Partnership, and the only limited partner of the Operating Partnership
is the MLP, which owns a 98.9899% 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) Each Loan Party 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) Each Loan Party is in compliance with all Laws, except in each case
referred to in clause (d) or this clause (f), to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.

         5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) violate the terms of any of
such Person'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 such Loan Party under, any
Contractual Obligation to which such Person is a party or any order, injunction,
writ or decree of any Governmental Authority to which such Person or its
property is subject, or (c) violate any Law on applicable to it, 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


                                       44


required to be obtained or made by any Loan Party by any material statutory law
or regulation applicable to it as a condition to the execution, delivery or
performance by, or enforcement against, any Loan Party 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 each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto 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 MLP 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 MLP 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) Since the date of the Audited Financial Statements to the Closing
Date, there has been no event or circumstance that has, or could reasonably be
expected to have, a Material Adverse Effect.

         5.06 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 any Borrower after investigation, overtly threatened, at
law, in equity, in arbitration or before any Governmental Authority, by or
against any Loan Party or any of the Borrowers' respective 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. No Loan Party 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 Loan Party has good and
defeasible title to, or valid leasehold interests in, all material property
necessary or used in the ordinary


                                       45



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 any Loan Party, other than Liens permitted by SECTION
7.01.

         5.09 ENVIRONMENTAL COMPLIANCE. The Loan Parties 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 Borrowers and their respective
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 Borrowers or their respective
Subsidiaries operate.

         5.11 TAXES. The Borrowers and their Subsidiaries and Unrestricted
Subsidiaries have filed all Federal, state and other material tax returns and
reports required to be filed, and have paid all Federal, state and other
material taxes, assessments, fees and other governmental charges levied or
imposed upon the Borrowers or their 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. No Borrower has 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.


                                       46


         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 Borrowers have 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; PUBLIC UTILITY HOLDING
COMPANY ACT.

         (a) No Borrower is engaged or will be engaged, 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) None of the Loan Parties, any Person directly or indirectly
controlling any of the Loan Parties, other than Enbridge Inc., or any Subsidiary
(i) is a "holding company," or a "subsidiary company" of a "holding company," or
an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935,
or (ii) is or is required to be registered as an "investment company" under the
Investment Company Act of 1940.

         5.15 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party 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 any
Loan Party 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, each Borrower shall, and shall (except in the case of the covenants
set forth in SECTIONS 6.01, 6.02, 6.03 and 6.11) cause each Loan Party and each
Subsidiary to:

         6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:


                                       47


         (a) as soon as available, but in any event within 90 days after the end
of each fiscal year of the MLP, a consolidated balance sheet of the MLP and its
Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year,
and the related consolidated statements of income and cash flows for such fiscal
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, audited and accompanied by a
report and opinion of an independent certified public accountant of nationally
recognized standing selected by the MLP 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 MLP, a
consolidated balance sheet of the MLP 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 MLP'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 MLP as fairly
presenting the financial condition, results of operations and cash flows of the
MLP 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 and 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 MLP and
its Subsidiaries and Unrestricted Subsidiaries as of the date thereof;

         (b) concurrently with the delivery of the financial statements referred
to in SECTIONS 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of such 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 MLP, and copies of all annual, regular, periodic and
special reports and registration statements which the MLP 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 MLP, and (ii) which are not publicly available
on the United States Securities and Exchange Commission's Electronic Data
Gathering, Analysis and


                                       48


Retrieval System (or "EDGAR") or other similar publicly accessible sources of
which a 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 each Borrower or any Subsidiary or
Unrestricted Subsidiary as the Administrative Agent, at the request of any
Lender, may from time to time reasonably request.

         6.03 NOTICES.

         Promptly notify the Administrative Agent and each Lender within 5
Business Days after actual knowledge thereof by any Responsible Officer of a
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 any Borrower or any
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between any Borrower or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting any Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws;

         (c) of any litigation, investigation or proceeding affecting any Loan
Party which is reasonably likely to be adversely determined, and if determined
adversely, to any Loan Party, could reasonably be expected to result in
liability to a Loan Party in at 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 of a Borrower setting forth details of the
occurrence referred to therein and stating what action the relevant Loan Party
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 relevant Loan Party or such 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.


                                       49


         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.

         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 Borrowers 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 Borrowers at any time during normal business
hours.

         6.11 INTENTIONALLY BLANK.


                                       50


         6.12 USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
working capital and other general corporate purposes, including, payment of
amounts owing in respect of the Existing Credit Facility, payment of amounts
owing under any one or more bridge loans made by Enbridge Inc. or any of its
Affiliates to the MLP for its use as part of the approximately $230 million
consideration for its purchase of the East Texas system, and prepayments of
principal, and to the extent that on a pro forma basis Borrowers shall be in
compliance with SECTION 7.13, amounts owing under the Qualifying Subordinated
Indebtedness, in each case to the extent not in violation of any Law or breach
of any Loan Document (it being hereby agreed by the parties hereto that
notwithstanding any provision to the contrary contained or referred to in any
Loan Document, use of such proceeds for payments on the Existing Credit Facility
or such bridge loans is not a breach of any Loan Document).

         6.13 GUARANTIES.

         (a) Cause each Subsidiary, upon becoming a Material Subsidiary, which
has not previously executed and delivered to the Administrative Agent a
Guarantee to execute and deliver to the Administrative Agent promptly, and in
any event within five (5) Business Days following such Subsidiary's becoming a
Material Subsidiary, (i) a Guarantee, together with a resolution of its board of
directors or other governing body authorizing such Guarantee, (ii) a favorable
opinion of counsel to such Guarantor in form and substance satisfactory to the
Administrative Agent regarding the valid existence and good standing of such
Subsidiary in its jurisdiction of incorporation or formation and its good
standing in any jurisdiction in which it is qualified to do business, and to the
effect that the execution and delivery of the Guarantee by such Subsidiary has
been duly authorized by all necessary corporate or equivalent action and that
the Guarantee constitutes the valid, legal and binding obligation of such
Subsidiary, in each case, subject to related normal and customary qualifications
and exceptions, which opinion may be rendered by counsel who is an employee of
any Borrower or of any of their general partners and (iii) documentation of the
type described in clauses (v), (vi), (vii) and (x) of SECTION 4.01(a).

         (b) Designate Subsidiaries which are not Guarantors (such Subsidiaries
which are not Guarantors herein called "NON-GUARANTOR SUBSIDIARIES") or Material
Subsidiaries as Material Subsidiaries and Guarantors on the date described in
clause (ii) below and cause each such designated Guarantor and Material
Subsidiary to execute and deliver a Guarantee, together with the other
instruments described, and within the respective periods prescribed, in the
preceding SECTION 6.13(a), to the Administrative Agent; PROVIDED that
notwithstanding the foregoing provisions of SECTION 6.13(b), the Borrowers shall
not be obligated to so designate Non-Guarantor Subsidiaries as Guarantors and
Material Subsidiaries to the extent that as of such date, after giving effect to
any such designation and delivery of Guaranties and other documents pursuant to
SECTION 6.13(b), Non-Guarantor Subsidiaries shall not (1) own more than 10% of
the assets of the MLP and its consolidated Subsidiaries and Unrestricted
Subsidiaries or (2) contribute more than 10% of Consolidated Net Income. For
purposes of this SECTION 6.13, a Subsidiary will be deemed to have become a
Material Subsidiary on the date, as applicable, as follows:


                                       51


                  (i) on 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 MLP and reasonably
         acceptable to the Administrative Agent; or

                  (ii) on the 75th day following the end of each of the first 3
         fiscal quarters of the MLP or the 120th day following the end of each
         fiscal year of the MLP, as applicable, if (A) 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 MLP and reasonably acceptable to the Administrative Agent or (B)
         it is required to be designated as a Guarantor and Material Subsidiary
         pursuant to this SECTION 6.13(b).

         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(a)(i) or
7.03(b) contain events of default relating to financial covenants or financial
covenants that, in each case, are more restrictive 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, any 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 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, any


                                       52


         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, no Borrower shall, nor shall it permit any Loan Party or 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 not prohibited by SECTION 7.03, or if so prohibited, is
permitted by SECTION 7.03(b);

         (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, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

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

         (h) attachments or Liens securing judgments for the payment of money in
an aggregate amount in excess of the Threshold Amount (except to the extent
covered by independent third-party insurance as to which the insurer has
acknowledged in writing its


                                       53


obligation to cover), unless any such judgment remains undischarged for a period
of more than 60 consecutive days during which execution is not effectively
stayed;

         (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 not exceeding at any time an aggregate amount for all such
Liens equal to one percent (1%) of Net Tangible Assets;

         (k) Liens on (A) property or shares of equity interests of another
Person at the time such other Person becomes a Subsidiary, or (B) property at
the time any Loan Party or Subsidiary acquires such property, including any
acquisition by means of merger or consolidation with or into such Loan Party or
Subsidiary which is permitted by SECTION 7.04; PROVIDED (i) such Liens were not
created in contemplation of the acquisition of such Person or such property,
(ii) such resultant Subsidiary, if it constitutes a Material Subsidiary,
delivers, substantially contemporaneous with its acquisition, a Guarantee and
other instruments and documents required to be delivered pursuant to SECTION
6.13, (iii) such Liens do not encumber property other than property owned by
such Material Subsidiary or the property then acquired, at the time of its
acquisition, (iv) the aggregate amount of Indebtedness secured thereby is
permitted to be created, incurred, assumed or permitted to exist pursuant to
SECTION 7.03, and (v) the MLP 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 the preceding
clause (iv) was permitted pursuant to SECTION 7.03;

         (l) Liens on property or assets of any Subsidiary (other than a
Borrower) securing Indebtedness of such Subsidiary owing to a Borrower or a
Guarantor; PROVIDED that the Operating Partnership may create Liens to secure
any Indebtedness owed to the MLP.

         (m) other Liens PROVIDED that notwithstanding the foregoing, in no
event will the aggregate amount of Indebtedness secured thereby 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 MLP's partnership agreement and after giving effect thereto, the Borrowers
are not in compliance with SECTION 7.09.

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

         (a) the MLP may create, incur, assume or permit to exist Indebtedness
if

                  (i) (A) after giving effect to such Indebtedness, (y) no Event
         of Default shall have occurred and be continuing and (z) the MLP 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 or


                                       54


         Borrower to (w) pay distributions or dividends to any 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 any Borrower or any Subsidiary, (y) to make
         loans or advances to any Borrower or any Subsidiary or (z) to transfer
         any of its properties or assets to any Borrower or any Subsidiary
         (contractual provisions that restrict any of the foregoing abilities of
         any Borrower or any Subsidiary, other than restrictions existing under
         or by reason of (a) Indebtedness as in effect on the Closing Date, and
         the refinancings thereof, (b) applicable Laws, (c) instruments
         governing Indebtedness or capital stock or other equity of a Person or
         property acquired by a 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) purchase
         money obligations for property acquired in the ordinary course of
         business or any future Liens that may be created or incurred not
         otherwise in breach of any Loan Document, (f) customary provisions in
         bona fide contracts for the sale of property or assets, and (g)
         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), (collectively referred to as the
         "INTERCOMPANY RESTRICTIONS"); or

                  (ii) such Indebtedness is Indebtedness of the MLP on the
         Closing Date and described in SCHEDULE 7.03(a);

and with respect to each of the foregoing Indebtedness, each extension,
refinancing, renewal, replacement, defeasance or refunding, in whole or part,
thereof, provided that no such Indebtedness is increased at the time of any such
extension, refinancing, renewal, replacement, defeasance or refunding, other
than by the additional amount of premium, if any, and accrued interest on such
Indebtedness and reasonable expenses incurred in connection therewith;

         (b) any Subsidiary may create, incur, assume or permit to exist
Indebtedness if after giving effect to such Indebtedness, the aggregate
outstanding principal amount of Indebtedness of such Subsidiary does not exceed
the greatest of:

                  (i) Indebtedness of such Subsidiary on the Closing Date and
         described in SCHEDULE 7.03(b),

                  (ii) if such Subsidiary is (A) a newly created or formed
         Subsidiary for the purpose of the acquisition of another Person or all
         or substantially all of the business or assets of any other Person or
         the operating division or business unit of any other Person, or (B) a
         Person that upon the consummation of its acquisition becomes a
         Subsidiary, then Indebtedness of any such Person which is in existence
         at the time it becomes a Subsidiary or Indebtedness with respect to all
         or substantially all of the business or assets of any other Person or
         the operating division or business unit of any Person which is in
         existence at the time it is acquired by such Subsidiary, as applicable,
         PROVIDED (x) such Indebtedness was not incurred in contemplation of the
         acquisition of such Person or such property, (y) the amount of such
         Indebtedness which is secured by Liens on property of such Person or on
         such acquired property does not exceed the Incremental EBITDA for


                                       55


         such Person or with respect to such acquired property and (z) such
         Liens are permitted pursuant to SECTION 7.01,

                  (iii) if such Subsidiary is an existing operating Subsidiary
         at the time of each acquisition by it of any other Person or of all or
         substantially all of the business or assets of any other Person or the
         operating division or business unit of any other Person, then the sum
         of (y) Indebtedness of each such acquired Person which is in existence
         at the time it becomes a Subsidiary or Indebtedness with respect to
         each acquisition of all or substantially all of the business or assets
         of any other Person or the operating division or business unit of any
         Person which is in existence at the time it is acquired by a
         Subsidiary, as applicable, PROVIDED (A) no such Indebtedness was
         incurred in contemplation of the acquisition of such Person or such
         property, (B) the amount of such Indebtedness which is secured by Liens
         on property of such Person or on such acquired property does not exceed
         the Incremental EBITDA for such acquired Person or with respect to such
         acquired property and (C) such Liens are permitted pursuant to SECTION
         7.01, and (z) Indebtedness of such Subsidiary on the Closing Date and
         described in SCHEDULE 7.03(b); and

                  (iv) in the case of a Subsidiary regulated by the Federal
         Energy Regulatory Commission or any other governmental utility
         regulatory body, 60% of the capitalization of such Subsidiary as
         reflected on the financial statements most-recently delivered pursuant
         to SECTION 6.01 hereof;

PROVIDED that no governing agreement with respect to any Indebtedness otherwise
permitted by this SECTION 7.03(b) contains Intercompany Restrictions, and
PROVIDED FURTHER, with respect to the foregoing, each extension, refinancing,
renewal, replacement, defeasance or refunding, in whole or part, thereof,
PROVIDED, that no such indebtedness is increased at the time of any such
extension, refinancing, renewal, replacement, defeasance or refunding, other
than by the additional amount of premium, if any, and accrued interest on such
Indebtedness and reasonable expenses incurred in connection therewith;

         (c) (i) any Subsidiary may create, incur, assume or permit to exist any
Indebtedness to, or in favor of, the MLP or any other Subsidiary other than, for
the avoidance of doubt, an Unrestricted Subsidiary, and (ii) the MLP may create,
incur, assume or permit to exist any Indebtedness to, or in favor of, any
Subsidiary other than, for the avoidance of doubt, an Unrestricted Subsidiary;

         (d) any Loan Party or Subsidiary may create, incur, assume or permit to
exist any Indebtedness secured by Liens on its or any of their property,
PROVIDED that the aggregate outstanding principal amount of all Indebtedness
incurred pursuant to this SECTION 7.03(d) does not exceed an amount equal to 1%
of the Net Tangible Assets as reflected in the financial statements
most-recently delivered pursuant to SECTION 6.01, and with respect to the
foregoing, each extension, refinancing, renewal, replacement, defeasance or
refunding, in whole or part, thereof, PROVIDED that no such Indebtedness is
increased at the time of any such extension, refinancing, renewal, replacement,
defeasance or refunding, other than by the additional amount of premium, if any,
and accrued interest on such Indebtedness and reasonable expenses incurred in
connection therewith;


                                       56


         (e) any Borrower or any Subsidiary may create, incur, assume or permit
to exist any Indebtedness that constitutes Qualifying Subordinated Indebtedness;
and

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

and 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 MLP 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. No Loan Party will, nor will it permit
any Subsidiary to, 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, (ii) if a Loan Party
is involved in any such transaction, such Loan Party is the surviving or
resultant entity or the recipient of any such sale, transfer, lease or other
disposition of assets, and if any other Loan Party is involved in any such
transaction a Loan Party 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 any Loan Party 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), (g) of SECTION 8.01 or a
Default under SECTION 8.01(b) or (c) as a result of a breach of SECTION 7.13 or
an Event of Default, the MLP will not declare, pay or make any Distribution (in
cash, property or obligations) on any interests (now or hereafter outstanding)
in the MLP or apply any of its funds, property or assets to the purchase of any
partnership interests in the MLP; PROVIDED that if the MLP has declared a
Distribution when no Default which would become an Event of Default under clause
(a), (f), (g) of SECTION 8.01 or a Default under SECTION 8.01(b) or (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 on such payment date and prior
to the making of such Distribution, the MLP 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, the MLP will not, and will not cause or permit any other Loan
Party to, permit any of the events or circumstances described in SECTION 5.12 to
exist or occur.


                                       57


         7.09 CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business substantially different from those lines of business conducted by any
of the Borrowers and their Subsidiaries on the date hereof or, if substantially
different therefrom, not permitted by the MLP's partnership agreement.

         7.10 TRANSACTIONS WITH AFFILIATES. Enter into any material transaction
with any Affiliate of any 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 one or more Loan Parties,
the General Partner and/or their Subsidiaries or to subordinated loans
(including Qualifying Subordinated Indebtedness) from an Affiliate to a Loan
Party; provided, that notwithstanding the foregoing, no Borrower or Subsidiary
shall purchase or prepay any Qualifying Subordinated Indebtedness unless after
giving effect to such purchase or payment, the MLP is in compliance with SECTION
7.13 and will not result in a Default or an Event of Default.

         7.11 BURDENSOME AGREEMENTS. Enter into any material Contractual
Obligation that by its express terms prohibits any 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. No Loan Party will,
nor will it permit any of its Material Subsidiaries to, enter into any agreement
restricting the ability of any Material Subsidiary to make any payments,
directly or indirectly, to a Loan Party by way of distributions, 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 such
Material Subsidiary to make any payment, directly or indirectly, to a Loan Party
or to guarantee Indebtedness of a Loan Party.

         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 MLP shall maintain a ratio of Consolidated Funded Debt
to Pro Forma EBITDA of no greater than (a) during the period from the date
hereof through June 30, 2003, 5.00 to 1.00 and (b) thereafter, 4.75 to 1.00;
PROVIDED, that if at the end of any such applicable four-quarter period, the MLP
shall not have maintained such ratio, the MLP will have a period of 30 days
following the later of the date a Responsible Officer of the MLP 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
obtaining an equity contribution which qualifies as equity under GAAP in a
sufficient amount that had the MLP had such additional equity at the end of such
applicable four-quarter period, the MLP would have been in compliance with this
SECTION 7.13 for such four-quarter period and, if the MLP obtains such equity
during such 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 for such four-quarter
period.


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         7.14 DEBT RATING. No Rated Borrower shall have a rating of its senior
unsecured non-credit enhanced long term Indebtedness of lower than Baa3 by
Moody's or BBB- by S&P, or the respective equivalent rating thereof.

                                  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. Any 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 MLP shall fail to comply with SECTION 7.13
or any Borrower fails to perform or observe any term, covenant or agreement
contained in any of SECTION 6.03 or 6.12 or ARTICLE VII (other than SECTION
7.13); or

         (c) OTHER DEFAULTS. Any Loan Party 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) such Loan
Party obtaining knowledge of such failure or refusal and (ii) such Loan Party
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 any Borrower or any other Loan Party 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) Any Borrower, any Guarantor, 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,


                                       59


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 any Borrower, any Guarantor, or any
Subsidiary other than, for the avoidance of doubt, an Unrestricted Subsidiary is
the Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which any Borrower, any
Guarantor, 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 such Borrower, such Guarantor, 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. Any Loan Party 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. Any Loan Party 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 any Loan Party (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 such Loan Party 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 a Loan Party 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 MLP 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


                                       60


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 any Loan Party or any other Material
Subsidiary 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,

         (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 each Borrower;

         (c) require that the respective Borrowers 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 any 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 respective
Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agent, the L/C Issuer or any Lender.

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

         (a) Each Lender hereby irrevocably (subject to SECTION 9.09) appoints,
designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere herein or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor


                                       61


shall the Administrative Agent have or be deemed to have any fiduciary
relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

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

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

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


                                       62


         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

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

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

         9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or a Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
ARTICLE VIII; PROVIDED, HOWEVER, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

         9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have


                                       63


disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries and, as
applicable, Unrestricted Subsidiaries, and all applicable bank or other
regulatory Laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrowers
and the other Loan Parties hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers and the other Loan Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

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

         9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though Bank of
America were not the Administrative Agent or the L/C Issuer hereunder and


                                       64



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

         9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor
administrative agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this ARTICLE IX and SECTIONS 10.03 and 10.13 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

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

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by any
Borrower or


                                       65


any other Loan Party therefrom, shall be effective unless in writing signed by
the Required Lenders and the Borrowers or the applicable Loan Party, as the case
may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; PROVIDED, HOWEVER, that no such amendment, waiver or
consent shall, unless in writing and signed by each of the Lenders directly
affected thereby and by the Borrowers, 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;

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

         (g) release any Guarantor from its Guarantee except as expressly
permitted pursuant to the terms of any Loan Document;

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


                                       66


         10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

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

         (b) EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; PROVIDED, HOWEVER, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

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

         (d) RELIANCE BY ADMINISTRATIVE AGENT AND LENDERS. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices if immediately followed by a corresponding
Loan Notice in writing) purportedly given by or on behalf of any 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 notifying 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 such Borrower.


                                       67


         10.03        NO WAIVER; CUMULATIVE REMEDIES.

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

         10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrowers agree jointly
and severally (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 BORROWERS. Whether or not the transactions
contemplated hereby are consummated, the Borrowers jointly and severally agree
to indemnify, save and hold harmless each Agent-Related Person, each Lender and
their respective Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "INDEMNITEES") from and against: (a) any and
all claims, demands, actions or causes of action that are asserted against any
Indemnitee by any Person (other than the Administrative Agent, the L\C Issuer or
any Lender) relating directly or indirectly to a claim, demand, action or cause
of action that such Person asserts or may assert against any Loan Party, any
Affiliate of any Loan Party or any of their respective officers or directors;
(b) any and all claims, demands, actions or causes of action that may at any
time (including at any time following repayment of the Obligations and the
resignation or removal of the Administrative Agent or the replacement of any
Lender) be asserted or imposed against any Indemnitee, arising out of or
relating to, the Loan Documents, any predecessor loan documents, the
Commitments, the use or contemplated use of the proceeds of any Credit
Extension, or the relationship of any Loan Party, the Administrative Agent and
the Lenders under this Agreement or any other Loan Document; (c) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim, demand, action or cause of action described in
subsection (a) or (b) above; and


                                       68


(d) any and all liabilities (including liabilities under indemnities), losses,
costs or expenses (including Attorney Costs) that any Indemnitee suffers or
incurs as a result of the assertion of any foregoing claim, demand, action,
cause of action or proceeding, or as a result of the preparation of any defense
in connection with any foregoing claim, demand, action, cause of action or
proceeding, in all cases, WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN
INDEMNITEE, and whether or not an Indemnitee is a party to such claim, demand,
action, cause of action or proceeding (all the foregoing, collectively, the
"INDEMNIFIED LIABILITIES"); PROVIDED that no Indemnitee shall be entitled to
indemnification for any claim caused by its own gross negligence, violation of
law, breach under any Loan Document or willful misconduct or for any loss
asserted against it by another Indemnitee. The agreements in this Section shall
survive the termination of the Commitments and repayment of all the other
Obligations.

         10.06 PAYMENTS SET ASIDE.

         To the extent that any Borrower makes a payment to the Administrative
Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent or the L/C Issuer, as the case may be, upon demand its applicable share of
any amount so recovered from or repaid by the Administrative Agent or the L/C
Issuer, as the case may be, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

         10.07 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that no Borrower may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by a Borrower without such
consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

         (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing to it);
PROVIDED that (i) with respect to each assignment made to any Person described
at clause (c) in the defined term "Eligible Assignee", the Assignee Conditions
shall be satisfied, (ii) except in the case of an assignment of the entire
remaining amount of the assigning Lender's Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or

                                       69


an Affiliate of a Lender or an Approved Fund with respect to a Lender, in
each case which constitutes an Eligible Assignee, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent, shall not be less than $5,000,000 unless each of the Administrative
Agent and the L/C Issuer and, so long as no Event of Default has occurred and
is continuing, the Borrowers, otherwise consent (each such consent not to be
unreasonably withheld or delayed), (iii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned, and (iv) the parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Acceptance,
together with a processing and recordation fee of $3,500. Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section and compliance with the Assignee Conditions,
from and after the effective date specified in each Assignment and
Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to
the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of
the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of SECTIONS 3.07, 10.04 and 10.05). Upon request, each
applicable Borrower (at its expense) shall execute and deliver new or
replacement Notes to the assigning Lender and the assignee Lender. Any
assignment or transfer (other than any assignment as security to a Federal
Reserve Bank) by a Lender of rights or obligations under this Agreement that
does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

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

         (d) Any Lender may, without the consent of, or prior notice to, the
Borrowers, the L/C Issuer or the Administrative Agent, sell participations to
one or more banks or other entities (a "PARTICIPANT") in all or a portion of
such Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations owing to it); 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


                                       70


Borrowers, the Administrative Agent, the L/C Issuer and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; 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 that would (i) postpone any date upon which any
payment of money is scheduled to be paid to such Participant, (ii) reduce the
principal, interest, fees or other amounts payable to such Participant, or (iii)
release any Guarantor from the Guarantee except as permitted pursuant to the
terms of any Loan Document. 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) 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
Borrowers' 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 Borrowers are notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Borrowers, to comply with
SECTION 10.15 as though it were a Lender.

         (f) Any Lender may at any time assign, pledge or grant a security
interest in all or any portion of its rights under this Agreement (including
under its Notes, if any) to secure obligations of such Lender to a Federal
Reserve Bank; PROVIDED that no such pledge or assignment shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto; 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) INTENTIONALLY BLANK.

         (h) INTENTIONALLY BLANK.

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


                                       71


make Base Rate Loans or fund participations in Unreimbursed Amounts pursuant
to SECTION 2.04(c)).

         10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
(on behalf of itself and each of its Affiliates, and each of its and their
directors, officers, agents, attorneys, employees and representatives) agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to (and
will agree to) keep such Information confidential on the terms provided in this
Section); (b) to the extent requested by any regulatory authority; (c) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process (and each such case, such Person shall endeavor to notify the MLP
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
Borrowers; (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 any Borrower; or (i) to the National Association of Insurance
Commissioners or any other similar organization or any nationally recognized
rating agency that requires access to information about a Lender's or its
Affiliates' investment portfolio in connection with ratings issued with respect
to such Lender or its Affiliates. For the purposes of this Section,
"INFORMATION" means all information received from a Borrower relating to a
Borrower or its business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by a Borrower; PROVIDED that, in the case of information received
from a 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.

         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 any Borrower or any other Loan Party, any such notice being
waived by each of the Borrowers (on its own behalf and on behalf of each Loan
Party) 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


                                       72


indebtedness at any time owing by, such Lender to or for the credit or the
account of the respective Loan Parties against any and all Obligations then due
and owing to such Lender. Each Lender agrees promptly to notify the Borrower and
the Administrative Agent after any such set-off and application made by such
Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not affect
the validity of such set-off and application.

         10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum amount, or be computed at
a rate that exceeds the maximum rate, of non-usurious interest permitted by
applicable Law (the "MAXIMUM RATE"). If the Administrative Agent, the L/C Issuer
or any Lender shall contract for, charge, receive, reserve or take interest in
an amount or at a rate that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the applicable Loan Party or Loan Parties, and in no
event shall any Loan Party or any other Person ever be liable for unearned
interest or ever be required to pay interest in excess of the Maximum Rate. In
determining whether the interest contracted for, charged, received, reserved or
taken by the Administrative Agent, the L/C Issuer or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and 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. Each Borrower agrees
that Chapter 346 of the Texas Finance Code does not apply to any Borrowing.

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

         10.12 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; 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


                                       73


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

         10.16 REMOVAL AND REPLACEMENT OF LENDERS.

         (a) Under any circumstances set forth herein providing that the
Borrowers shall have the right to remove or replace a Lender as a party to this
Agreement, the Borrowers may, upon


                                       74


notice to such Lender and the Administrative Agent, (i) remove such Lender by
terminating such Lender's Commitment or (ii) replace such Lender by causing such
Lender to assign its Commitment (without payment of any assignment fee) pursuant
to SECTION 10.07(b) to one or more other Lenders or Eligible Assignees procured
by the Borrowers; PROVIDED, HOWEVER, that if the Borrowers elect 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
Borrowers shall (x) pay in full all principal, interest, fees and other amounts
owing to such Lender through the date of termination or assignment (including
any amounts payable pursuant to SECTION 3.05), (y) provide appropriate
assurances and indemnities (which may include letters of credit) to the L/C
Issuer as it may reasonably require with respect to any continuing obligation to
purchase participation interests in any L/C Obligations then outstanding, and
(z) release such Lender from its obligations under the Loan Documents. Any
Lender being replaced shall execute and deliver an Assignment and Acceptance
with respect to such Lender's Commitment and outstanding Credit Extensions. The
Administrative Agent shall distribute an 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 Borrowers 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 Borrowers may
then request Loans from the Lenders in accordance with their revised Pro Rata
Shares. The Borrowers 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, EACH BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER


                                       75


IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH 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 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.





                                       76



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

                                 ENBRIDGE ENERGY PARTNERS, L.P.

                                 BY:  ENBRIDGE ENERGY COMPANY, INC.,
                                      ITS GENERAL PARTNER



                                      By: /s/ Chris Kaitson
                                         --------------------------------------

                                      Name:  Chris Kaitson
                                           ------------------------------------

                                      Title: Corporate Secretary
                                            -----------------------------------

                                 ENBRIDGE ENERGY, LIMITED PARTNERSHIP

                                 BY:    ENBRIDGE ENERGY COMPANY, INC.,
                                        ITS GENERAL PARTNER



                                      By: /s/ Mark Maki
                                         --------------------------------------

                                      Name:  Mark Maki
                                           ------------------------------------

                                      Title: Controller
                                            -----------------------------------



                                      S-1




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

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



                                      By: /s/ Gary Flieger
                                         --------------------------------------

                                      Name:  Gary Flieger
                                           ------------------------------------

                                      Title: Vice President
                                            -----------------------------------

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



                                      By: /s/ D. B. Linkletter
                                         --------------------------------------

                                      Name:  D. B. Linkletter
                                           ------------------------------------

                                      Title: Managing Director
                                            -----------------------------------


                                      S-2





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

                                      BANK OF MONTREAL, as Syndication Agent
                                      and as a Lender



                                      By: /s/ Joseph A. Bliss
                                         --------------------------------------

                                      Name:  Joseph A. Bliss
                                           ------------------------------------

                                      Title: Vice President
                                            -----------------------------------




                                      S-3




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

                                      TORONTO DOMINION (TEXAS), INC., as
                                      Documentation Agent and as a Lender



                                      By: /s/ Debbie A. Greene
                                         --------------------------------------

                                      Name:  Debbie A. Greene
                                           ------------------------------------

                                      Title: Vice President
                                            -----------------------------------














                                      S-4



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

                                      FIRST UNION NATIONAL BANK, as
                                      Documentation Agent and as a Lender



                                      By: /s/ David E. Humphreys
                                         --------------------------------------

                                      Name:  David E. Humphreys
                                           ------------------------------------

                                      Title: Vice President
                                            -----------------------------------













                                      S-5




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

                                      CITIBANK, N.A., as a Lender



                                      By: /s/ David L. Harris
                                         --------------------------------------

                                      Name:  David L. Harris
                                           ------------------------------------

                                      Title: Vice President
                                            -----------------------------------



















                                      S-6




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

                                      CIBC INC., as a Lender



                                      By: /s/ Nora Q. Catiis
                                         --------------------------------------

                                      Name:  Nora Q. Catiis
                                           ------------------------------------

                                      Title: Authorized Signatory
                                            -----------------------------------














                                      S-7




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

                                      ROYAL BANK OF CANADA, as a Lender



                                      By: /s/ Walter R. Borek
                                         --------------------------------------

                                      Name:  Walter R. Borek
                                           ------------------------------------

                                      Title: Vice President
                                            -----------------------------------



















                                      S-8




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

                                      ABN AMRO BANK N.V., CAYMAN ISLANDS
                                      BRANCH, as a Lender



                                      By: /s/ Mark Bohn/Teresa Wu
                                         ---------------------------------------

                                      Name:  Mark Bohn/Teresa Wu
                                           -------------------------------------

                                      Title: Group Vice President/Vice President
                                            ------------------------------------













                                      S-9




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

                                      SUNTRUST BANK, as a Lender



                                      By: /s/ Joseph M. McCreery
                                         --------------------------------------

                                      Name:  Joseph M. McCreery
                                           ------------------------------------

                                      Title:  Vice President
                                            -----------------------------------


















                                      S-10



                                                                   SCHEDULE 2.01



                                   COMMITMENTS
                               AND PRO RATA SHARES



                 LENDER                    COMMITMENT                PRO RATA SHARE
- ----------------------------------   -------------------------  ----------------------
                                                          
Bank of America, N.A.                      45,000,000                15.000000000%
Bank of Montreal                           45,000,000                15.000000000%
Toronto Dominion (Texas), Inc.             45,000,000                15.000000000%
First Union National Bank                  45,000,000                15.000000000%
Citibank, N.A.                             30,000,000                10.000000000%
CIBC Inc.                                  25,000,000                 8.333333333%
Royal Bank of Canada                       25,000,000                 8.333333333%
ABN AMRO Bank N.V.                         20,000,000                 6.666666667%
SunTrust Bank                              20,000,000                 6.666666667%
                                     -------------------------  ----------------------
Total                                      $300,000,000             100.000000000%
                                     =========================  ======================













                                 Sch 2.01 -- 1


                                                                   SCHEDULE 5.06



                                   LITIGATION

None.


















                                 Sch 5.06 -- 1



                                                                   SCHEDULE 5.09



                              ENVIRONMENTAL MATTERS

None.






















                                 Sch 5.09 -- 1


                                                                   SCHEDULE 5.13



                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS


PART (a).         SUBSIDIARIES, MATERIAL SUBSIDIARIES AND UNRESTRICTED
                  SUBSIDIARIES.

The MLP owns the following interests:

1.       100% membership interest in Enbridge Pipelines (North Dakota) LLC.
         (Subsidiary)

2.       100% membership interest in Enbridge (East Texas) L.L.C. (Subsidiary)

3.       99.9% limited partnership interest in Enbridge Marketing (East Texas)
         L.P. (Subsidiary)

4.       99.9% limited partnership interest in Enbridge Processing (East Texas)
         L.P. (Subsidiary)

5.       99.9% limited partnership interest in Enbridge Pipelines (East Texas)
         L.P. (Material Subsidiary)

6.       98.9899% limited partnership interest in the Operating Partnership.
         (Material Subsidiary)



The Operating Partnership owns no Subsidiaries, Material Subsidiaries or
Unrestricted Subsidiaries.


PART (b).         OTHER EQUITY INVESTMENTS.

The MLP owns no equity interests in any other Person.



The Operating Partnership owns no equity interests in any other Person.






                                 Sch 5.13 -- 1


                                                                   SCHEDULE 7.01



                                 EXISTING LIENS

None, other than those permitted by Section 7.01 of this Agreement.


















                                 Sch 7.01 -- 1


                                                                   SCHEDULE 7.03



                              EXISTING INDEBTEDNESS

(a) EXISTING INDEBTEDNESS OF MLP

A promissory note due 2006 in the principal amount of $175,679,085, dated
January 2, 2002, made by the MLP in favor of Enbridge Energy Company, Inc.

The Obligations.



(b) EXISTING INDEBTEDNESS OF SUBSIDIARIES

The Mortgage Notes.

The Senior Unsecured Notes.

A promissory note due 2007 in the principal amount of $115,000,000, dated
January 2, 2002, made by Enbridge Pipelines (East Texas) L.P. in favor of the
MLP.

The Obligations.







                                 Sch 7.03 -- 1


                                                                  SCHEDULE 10.02



                    EURODOLLAR AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES

BORROWERS

Enbridge Energy Partners, L.P.
1100 Louisiana, Suite 3300
Houston, TX  77002-5217
Attention:                 Chris Kaitson
                           Associate General Counsel
Telephone:                 (713) 650-8900
Facsimile:                 (713) 650-2232
Electronic Mail:           Chris.Kaitson@enbridge-us.com

WITH A COPY TO:

Enbridge Energy Partners, L.P.
C/O Enbridge Inc.
3000, 425-1st
Calgary, Alberta, Canada
T2P 3L8

Attention:                 John Whelen
                           Treasurer
Telephone:                 (403) 231-3900
Facsimile:                 (403) 231-4848
Electronic Mail:           john.whelen@corp.enbridge.com

BANK OF AMERICA, N.A.
ADMINISTRATIVE AGENT'S OFFICE AND BANK OF AMERICA'S LENDING OFFICE
(FOR PAYMENTS AND REQUESTS FOR CREDIT EXTENSIONS):

Bank of America, N.A.
1850 Gateway Blvd.
Mail Code:  CA4-706-05-09
Concord, CA  94520
Attention:                 Kristine Kelleher, Officer Credit Services
Telephone:                 (925) 675-8373
Facsimile:                 (888) 969-2414 (domestic)
                           (415) 343-9205 (international)
Electronic Mail:           Kristine.L.Kelleher@bankofamerica.com


                                 Sch 10.02 -- 1


OTHER NOTICES AS ADMINISTRATIVE AGENT:

Bank of America, N.A.
Agency Management
1455 Market Street
Mail Code:        CA5-701-05-19
San Francisco, CA  94103
Attention:                 Kevin Ahart
                           Agency Management Officer
Telephone:                 415. 436.2750
Facsimile:                 415. 503.5000
Electronic Mail:           Kevin.ahart@bankofamerica.com

L/C ISSUER:

Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code:  CA9-703-19-23
Los Angeles, CA  90017-1466
Attention:                 Sandra Leon
                           Vice President
Telephone:                 213 345-5231
Facsimile:                 213 345-6694
Electronic Mail:           Sandra.Leon@bankofamerica.com

REQUESTS FOR CREDIT EXTENSIONS AS A LENDER:

Bank of America, N.A.
200 Front Street West
Toronto, ON, M5V 3L2
Attention:                 Teresa Tsui
Telephone:                 (416) 349-5390
Facsimile:                 (416) 349-4282
Electronic Mail:           teresa.tsui@bankofamerica.com

1850 Gateway Blvd.
Concord, CA 94520
Attention:                 Lila Rodriquez
Telephone:                 (925) 675-8029
Facsimile:                 (925) 675-8051 or 8053
Electronic Mail:           lila.c.rodriquez@bankofamerica.com


                                 Sch 10.02 -- 2


OTHER NOTICES AS A LENDER:

Bank of America, N.A.
855 2nd Street SW
Calgary, Alberta  T2P 4J7
Canada
Attention:                 Doug Linkletter
                           Managing Director
Telephone:                 (403) 231-3329
Facsimile:                 (403) 232-8848
Electronic Mail:           doug.linkletter@bankofamerica.com

OTHER LENDERS

BANK OF MONTREAL
REQUESTS FOR CREDIT EXTENSIONS:

Bank of Montreal
115 South LaSalle
Floor - 111/17W
Chicago, IL  60603
Attention:                 Onyx Wilson
                           CSO
Telephone:                 (312) 750-3748
Facsimile:                 (312) 750-6061

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

Bank of Montreal
14th Floor
421 7th Ave S.W.
Calgary, AB  Canada
T2P 4K9
Attention:                 Jim Baidacoff, Vice President
Telephone:                 (403) 515-3652
Facsimile:                 (403) 515-3650
Electronic Mail:           jim.baidacoff@bmo.com

TORONTO DOMINION (TEXAS), INC.
REQUESTS FOR CREDIT EXTENSIONS AND OTHER NOTICES:

Toronto Dominion (Texas), Inc.
909 Fannin, Suite 1700
Houston, Texas  77010
Attention:                 Rachel Suiter
Telephone:                 (713) 653-8266
Fax:                       (713) 951-9921


                                 Sch 10.02 -- 3


FIRST UNION NATIONAL BANK
REQUESTS FOR CREDIT EXTENSIONS:

First Union National Bank
201 S. College
CP-24
Charlotte, NC  28288
Attention:                 Denise Nobles, Analyst
Telephone:                 (704) 374-4897
Facsimile:                 (704) 383-7902

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

First Union National Bank
1001 Fannin Street
Suite 2255
Houston, TX  77002
Attention:                 David Humphreys, Vice President
Telephone:                 (713) 346-2727
Facsimile:                 (713) 650-6354
Electronic Mail:           david.humphreys@wachovia.com

CITIBANK, N.A.
REQUESTS FOR CREDIT EXTENSIONS:

Citibank, N.A.
#4301 400 3rd Ave. S.W.
Calgary, Alberta
Canada  T2P 4H2
Attention:                 Diane Gould
                           Assistant Vice President
Telephone:                 (403) 261-5105
Facsimile:                 (403) 294-0601
Electronic Mail:           diane.gould@citi.com

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

Citibank, N.A.
#4301 400 3rd Ave. S.W.
Calgary, Alberta
Canada  T2P 4H2
Attention:                 Jim Campbell, Vice President
Telephone:                 (403) 261-5107
Facsimile:                 (403) 294-0601
Electronic Mail:           jim.campbell@citi.com


                                 Sch 10.02 -- 4


CIBC INC.
REQUESTS FOR CREDIT EXTENSIONS:

CIBC Inc.
2727 Paces Ferry Road, Suite 1200
2 Paces West, Building 2
Atlanta, GA  30339
Attention:                 Tonya Hunter
                           Senior Administrator
Telephone:                 (770) 319-4819
Facsimile:                 (770) 319-4950

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

CIBC Inc.
1600 Smith Street, Suite 3100
Houston, TX  77002
Attention:                 Russell Otts, Director
Telephone:                 (713) 650-2595
Facsimile:                 (713) 650-7675
Electronic Mail:           Russell.Otts@us.cibc.com

ROYAL BANK OF CANADA
REQUESTS FOR CREDIT EXTENSIONS AND OTHER NOTICES:

Royal Bank of Canada
New York Branch
One Liberty Plaza, 3rd Floor
New York, NY 10006-1404
Attention:                 Manager, Loans Administration
Telephone:                 (416) 955-6679
Facsimile:                 (416) 955-6720, 955-6722

With a copy to:

Royal Bank of Canada
New York Branch
One Liberty Plaza, 3rd Floor
New York, NY 10006-1404
Attention:                 N. Delph
Telephone:                 (212) 428-6363; (212) 428-6249
Facsimile:                 (212) 809-7148
Electronic mail:           Nigel.Delph@rbccm.com; Nigel.Delph@royalusa.com


                                 Sch 10.02 -- 5


ABN AMRO BANK N.V., CAYMAN ISLANDS BRANCH
REQUESTS FOR CREDIT EXTENSIONS:

ABN AMRO Bank N.V., Cayman Islands Branch
208 S. LaSalle St., Suite 1500
Chicago, IL  60604-1003
Attention:                 Marti Vandervset
Telephone:                 (312) 992-5173
Facsimile:                 (312) 992-5156
Electronic Mail:           marti.vandervest@abnamro.com

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

ABN AMRO Bank N.V., Canada Branch
#2399, 650 W. Georgia St.
Vancouver, BC  Canada
V6B 4N8
Attention:                 Teresa Wu, VP/Mark Bohn, GVP
Telephone:                 (604) 640-3626/3612
Facsimile:                 (604) 682-2936
Electronic Mail:           teresa.wu@abnamro.com
                           mark.bohn@abnamro.com

SUNTRUST BANK
REQUESTS FOR CREDIT EXTENSIONS:

SunTrust Bank
303 Peachtree Street NE
10th Floor
Atlanta, GA  30308
Attention:                 Roshawn Orise, CBA
Telephone:                 (404) 230-1939
Facsimile:                 (404) 575-2730
Electronic Mail:           roshawn.orise@suntrust.com

NOTICES (OTHER THAN REQUESTS FOR CREDIT EXTENSIONS):

SunTrust Bank
303 Peachtree Street NE
10th Floor
Atlanta, GA  30308
Attention:                 Joe McCreery, Vice President
Telephone:                 (404) 532-0274
Facsimile:                 (404) 829-6270
Electronic Mail:           joseph.m.mccreery@suntrust.com


                                 Sch 10.02 -- 6



                                                                       EXHIBIT A



                               FORM OF LOAN NOTICE
                                                        Date: ___________, _____

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

Ladies and Gentlemen:

         Reference is made to that certain 364-Day Credit Agreement, dated as of
___________, 2002 (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. and Enbridge Energy, Limited Partnership (together with any other Person
that has become a Borrower pursuant to Section 2.05 of the Agreement, the
"BORROWERS"), the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent and L/C Issuer.

         The undersigned hereby requests (select one):

         [ ]  A Borrowing of Loans    [ ]  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
                               Form of Loan Notice


                                                                       EXHIBIT B



                                FORM OF LOAN NOTE
$________________________                               ________________________

         FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises
to pay to the order of _____________________________ (the "LENDER"), on the
Maturity Date (as defined in the 364-Day Credit Agreement referred to below) the
principal amount of ________________ Dollars ($___________), or such lesser
principal amount of Loans (as defined in such 364-Day Credit Agreement) due and
payable by the Borrower to the Lender on the Maturity Date under that certain
364-Day Credit Agreement, dated as of ___________________, 2002 (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 the Borrower, _______________, the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent, and L/C
Issuer.

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

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

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


                                   Exh B -- 1
                                Form of Loan 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
                                Form of Loan Note




                     LOANS AND PAYMENTS WITH RESPECT THERETO



                                                                 AMOUNT OF        OUTSTANDING
                                                   END OF       PRINCIPAL OR       PRINCIPAL
                  TYPE OF       AMOUNT OF         INTEREST      INTEREST PAID      BALANCE          NOTATION
     DATE        LOAN MADE      LOAN MADE          PERIOD        THIS DATE         THIS DATE         MADE BY
- ------------------------------------------------------------------------------------------------------------------
                                                                                
- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------

- -------------  -------------  ---------------  -------------  ----------------  ----------------  ---------------



                                   Exh B -- 3
                                Form of Loan 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 364-Day Credit Agreement, dated as of
___________, 2002 (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 "MLP") and Enbridge Energy, Limited Partnership (together with the MLP
and any other Person that has become a Borrower pursuant to Section 2.05 of the
Agreement, the "BORROWERS"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, and L/C Issuer.

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

             USE FOLLOWING FOR FISCAL YEAR-END FINANCIAL STATEMENTS

         1. Attached hereto as Schedule 1 are year-end financial statements for
the Borrowers and their 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 MLP 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 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 the unaudited financial
statements for the fiscal quarter of _______ ended as of the above date adjusted
to exclude the assets and operations of Unrestricted Subsidiaries. Such
financial statements fairly present the financial condition, results of
operations and cash flows of the MLP 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 MLP and its Subsidiaries and


                                   Exh C -- 1
                         Form of Compliance Certificate


Unrestricted Subsidiaries during the accounting period covered by the attached
financial statements.

         3. A review of the activities of the MLP 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 MLP and each of its Subsidiaries and Unrestricted Subsidiaries
performed and observed all its Obligations under the Loan Documents, and

                                   SELECT ONE:

         to the best knowledge of the undersigned during such fiscal period, the
MLP 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 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, non-credit-enhanced, senior unsecured
long-term debt ratings 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.



                                                                                           
        A.       Pro Forma EBITDA for Subject Period                                          $________________

                       Consolidated Net Income                                                $________________

                       Consolidated Interest Charges                                          $________________

                       Income Taxes                                                           $________________

                       Depreciation                                                           $________________

                       Amortization                                                           $________________

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

                       Pro Forma Adjustment for acquisitions during Subject Period

                       Incremental EBITDA                                                     $________________

                            Acquisition $_______

                            Acquisition $_______

        B.       Consolidated Funded Debt at Statement Date:                                  $________________

        C.       Leverage Ratio (Line A / Line B):                                             _________to 1.00


MAXIMUM PERMITTED:



        FISCAL QUARTERS ENDING                 MAXIMUM LEVERAGE RATIO
- ---------------------------------------      --------------------------------
                                          
Closing Date through June 30, 2003                    5.00:1.00
Thereafter                                            4.75:1.00





                                   Exh C -- 3
                         Form of Compliance Certificate




SECTION 7.14 - NON-CREDIT-ENHANCED SENIOR UNSECURED LONG-TERM DEBT RATING.



                                                                           NON-CREDIT ENHANCED SENIOR
                                                                             UNSECURED LONG TERM
                                                                                 DEBT RATING
                                                                  ------------------------------------------
                           RATED BORROWER                                  MOODY'S                S&P
       ---------------------------------------------------        --------------------   -------------------
                                                                                   
        Enbridge Energy Partners, L.P.

        Enbridge Energy, Limited Partnership

        ---------------------------











                                   Exh C -- 4
                         Form of Compliance Certificate



                                                                       EXHIBIT D



                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

                  This Assignment and Acceptance Agreement (this "ASSIGNMENT")
is dated as of the Effective Date set forth below and is entered into by and
between [INSERT NAME OF ASSIGNOR] (the "ASSIGNOR") and [INSERT NAME OF ASSIGNEE]
(the "ASSIGNEE"). Capitalized terms used but not defined herein shall have the
meanings given to them in the 364-Day Credit Agreement identified below (the
"364-DAY CREDIT AGREEMENT"), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment as if set forth herein in full.

                  For an agreed consideration, the Assignor hereby irrevocably
sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard
Terms and Conditions and the 364-Day Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below, the interest in and
to all of the Assignor's rights and obligations under the 364-Day Credit
Agreement and any other documents or instruments delivered pursuant thereto that
represents the amount and percentage interest identified below of all of the
Assignor's outstanding rights and obligations under the respective facilities
identified below (including, to the extent included in any such facilities,
Letters of Credit) (the "ASSIGNED INTEREST"). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this
Assignment, without representation or warranty by the Assignor.

1. Assignor: _________________________

2. Assignee: _________________________[and is an Affiliate/Approved Fund(1)]

3. Borrower(s): _________________________

4. Administrative Agent: ______________________, as the administrative agent
under the 364-Day Credit Agreement

5. 364-Day Credit Agreement: [The 364-Day Credit Agreement, dated as of
________, among [name of borrower(s)], the Lenders parties thereto and Bank of
America, N.A., as Administrative Agent


- -------------------------
(1) Select as applicable.


                                   Exh D -- 1
                        Form of Assignment and Acceptance


6. Assigned Interest:



- ---------------------------------------------------------------------------------------------------------
                                    Aggregate
                                    Amount of                  Amount of               Percentage
                                 Commitment/Loans           Commitment/Loans           Assigned of
      Facility Assigned          for all Lenders                Assigned            Commitment/loans(2)
- ---------------------------------------------------------------------------------------------------------
                                                                           
       _____________(3)          $________________          $________________       ______________%
- ---------------------------------------------------------------------------------------------------------

       _____________             $________________          $________________       ______________%
- ---------------------------------------------------------------------------------------------------------

       _____________             $________________          $________________       ______________%
- ---------------------------------------------------------------------------------------------------------


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

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

                                      ASSIGNOR

                                      [NAME OF ASSIGNOR]

                                      By:
                                         ---------------------------------------
                                                 Title:

                                      ASSIGNEE

                                      [NAME OF ASSIGNEE]

                                      By:
                                         ---------------------------------------
                                                 Title:
[Consented to and](4) Accepted:

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

By:
   ---------------------------------
      Title:



- -------------------------
(2) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
    of all Lenders thereunder.
(3) Fill in the appropriate terminology for the types of facilities under the
    Credit Agreement that are being assigned under this Assignment (e.g.
    "Revolving Commitment", "Term Commitment", etc.).
(4) To be added only if the consent of the Administrative Agent is required by
    the terms of the Credit Agreement.


                                   Exh D -- 2
                        Form of Assignment and Acceptance




[Consented to:](5)



By:
   ---------------------------------
      Title:

























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



                                   Exh D -- 3
                        Form of Assignment and Acceptance



                 ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE AGREEMENT

                             [___________________](6)

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ACCEPTANCE AGREEMENT

                  1. Representations and Warranties.

                  1.1. ASSIGNOR. The Assignor (a) represents and warrants that
(i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with any Credit Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the 364-Day Credit
Agreement or any other instrument or document delivered pursuant thereto, other
than this Assignment (herein collectively the "CREDIT DOCUMENTS"), or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or, as applicable, Unrestricted Subsidiaries or Affiliates or any
other Person obligated in respect of any Credit Document or (iv) the performance
or observance by the Borrower, any of its Subsidiaries or, as applicable,
Unrestricted Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Credit Document.

                  1.2. ASSIGNEE. The Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby and to become a Lender under the 364-Day Credit Agreement,
(ii) it meets all requirements of an Eligible Assignee under the 364-Day Credit
Agreement, (iii) from and after the Effective Date, it shall be bound by the
provisions of the 364-Day Credit Agreement and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the 364-Day Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision, and (v) if it is a Foreign Lender, attached
hereto is any documentation required to be delivered by it pursuant to the terms
of the 364-Day Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.


- -------------------------------
(6) Describe Credit Agreement at option of Administrative Agent.


                                   Exh D -- 4
                        Form of Assignment and Acceptance



                  1.3 ASSIGNEE'S ADDRESS FOR NOTICES, ETC. Attached hereto as
Schedule 1 is all contact information, address, account and other administrative
information relating to the Assignee.

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

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







                                   Exh D -- 5
                        Form of Assignment and Acceptance





                SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE AGREEMENT

                             ADMINISTRATIVE DETAILS

   (ASSIGNEE TO LIST NAMES OF CREDIT CONTACTS, ADDRESSES, PHONE AND FACSIMILE
    NUMBERS, ELECTRONIC MAIL ADDRESSES AND ACCOUNT AND PAYMENT INFORMATION)




















                                   Exh D -- 6
                        Form of Assignment and Acceptance



                                                                       EXHIBIT E



                                FORM OF GUARANTEE

                  THIS GUARANTEE is made as of January 29, 2002.

                  WHEREAS, pursuant to the 364-Day Credit Agreement, the Lenders
have extended Commitments to make Loans to, and participate in Letters of Credit
for the benefit of, the Borrowers;

                  [AND WHEREAS the Guarantor is a Material Subsidiary;

                  AND WHEREAS it is in the interests of the Guarantor that the
Lenders make Credit Extensions from time to time to the Borrowers in accordance
with the 364-Day Credit Agreement and, therefore, the Guarantor is willing to
execute and deliver this Guarantee;] or

                  [AND WHEREAS, as a condition precedent to the making of the
initial Credit Extension under the 364-Day Credit Agreement, the Guarantor is
required to execute and deliver this Guarantee;]

                  NOW THEREFORE, in consideration of the covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby conclusively acknowledged), the
Guarantor hereby covenants and agrees with the Beneficiaries as follows:

                          ARTICLE ONE - INTERPRETATION

1.01              DEFINITIONS

         (1) In this Guarantee and the recitals hereto, unless something in the
subject matter or context is inconsistent therewith:

"ADMINISTRATIVE AGENT" means Bank of America, N.A., together with any successors
thereto in such capacity.

"BENEFICIARIES" means, collectively, the Lenders (including the L/C Issuer) and
the Administrative Agent and their respective successors and permitted
transferees and assigns, and

"BENEFICIARY" means any of the Lenders, the Administrative Agent or the L/C
Issuer and each of their respective successors and permitted transferees and
assigns.

"BORROWERS" means the MLP, the Operating Partnership and any other Person that
becomes a Borrower pursuant to Section 2.05 of the 364-Day Credit Agreement.

"364-DAY CREDIT AGREEMENT" means that certain 364-Day Credit Agreement dated as
of January __, 2002, among the Borrowers, the Lenders, Bank of America, N.A., as
administrative

                                   Exh E -- 1
                                Form of Guarantee



agent and L/C Issuer, Bank of Montreal, as syndication agent, and Toronto
Dominion (Texas), Inc. and First Union National Bank, as documentation agents,
as the same may be amended, modified, supplemented or restated from time to time
in accordance with the provisions thereof.

"GUARANTEE" means this Guarantee, as amended, modified, supplemented or restated
from time to time in accordance with the provisions hereof.

"GUARANTOR" means [NAME OF NON-BORROWER MATERIAL SUBSIDIARY] or [NAME OF
BORROWER].

"LENDERS" means each lender from time to time party to the 364-Day Credit
Agreement.

"LENDERS' COUNSEL" means Mayer, Brown & Platt or such other firm of lawyers as
may be selected by the Administrative Agent from time to time.

"MLP" means Enbridge Energy Partners, L.P., a Delaware limited partnership.

"OPERATING PARTNERSHIP" means Enbridge Energy, Limited Partnership, a Delaware
limited partnership.

"TAXES" has the collective meanings of the terms "Taxes" and "Other Taxes", as
such terms are defined in Section 3.01 of the Credit Agreement, and "Tax" and
"Taxation" shall be construed accordingly.

         (2) Capitalized words and phrases used in this Guarantee and the
recitals hereto without express definition herein shall, unless something in the
subject matter or context is inconsistent therewith, have the same defined
meanings as are ascribed to such words and phrases in the 364-Day Credit
Agreement. In addition, the interpretive rules of Sections 1.02, 1.03, 1.04 and
1.05 shall, to the extent applicable, be employed in this Guarantee, unless
something in the subject matter or context is inconsistent therewith. For
certainty, if the 364-Day Credit Agreement ceases to be in force for any reason
whatsoever, then for all purposes hereof the aforementioned capitalized words
and phrases, and interpretive rules, shall continue to have the same defined
meanings and effect, as applicable, set forth in the 364-Day Credit Agreement as
if such agreement remained in force in the form immediately prior to its ceasing
to be in force.

1.02              HEADINGS

                  The division of this Guarantee into Articles and Sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Guarantee. The terms "this
Guarantee", "hereof", "hereunder" and similar expressions refer to this
Guarantee and not to any particular Article, Section or other portion hereof and
include any agreement supplemental hereto. Unless something in the subject
matter or context is inconsistent therewith, references herein to Articles and
Sections are to Articles and Sections of this Guarantee.


                                   Exh E -- 2
                                Form of Guarantee


1.03              NUMBER; PERSONS; INCLUDING

                  Words importing the singular number only shall include the
plural and vice versa, words importing the masculine gender shall include the
feminine and neuter genders and vice versa and words importing persons shall
include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations and vice versa and 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.

                             ARTICLE TWO - GUARANTEE

2.01              GUARANTEE OF OBLIGATIONS

                  The Guarantor hereby unconditionally and irrevocably
guarantees to the Beneficiaries the payment and performance of all of the
Obligations, together with interest thereon as provided in Section 5.04.

2.02              GUARANTEE ABSOLUTE AND UNCONDITIONAL

                  The liability and obligations of the Guarantor hereunder shall
be continuing, unconditional and absolute and, without limiting the generality
of the foregoing, shall not be released, discharged, limited or otherwise
affected by:

         (a)      any extension, other indulgence, renewal, settlement,
                  discharge, compromise, waiver, subordination or release in
                  respect of any Obligation, security, person or otherwise,
                  including any extension, other indulgence, renewal,
                  settlement, discharge, compromise, waiver, subordination or
                  release of any of the Obligations, covenants or undertakings
                  of any other Loan Party under the 364-Day Credit Agreement and
                  other Loan Documents;

         (b)      any modification or amendment of or supplement to the
                  Obligations or to the 364-Day Credit Agreement or the other
                  Loan Documents, including any increase or decrease in the
                  principal, the rates of interest or other amounts payable
                  thereunder, or any extension of the Revolving Commitment
                  Termination Date thereunder;

         (c)      any loss of or in respect of any security held by the
                  Beneficiaries, whether occasioned by the fault of the
                  Beneficiaries or otherwise, including any release,
                  non-perfection or invalidity of any such security;

         (d)      any change in the existence, structure, constitution, name,
                  control or ownership of the Guarantor, any other Loan Party or
                  any other person, or any insolvency, bankruptcy,
                  reorganization or other similar proceeding affecting any Loan
                  Party or any other person or their respective assets;


                                   Exh E -- 3
                                Form of Guarantee


         (e)      the existence of any claim, set-off or other right which the
                  Guarantor may have at any time against any other Loan Party or
                  any other person, whether in connection with this Guarantee or
                  any unrelated transaction;

         (f)      any provision of applicable law purporting to prohibit or
                  limit the payment by the Guarantor or any other Loan Party of
                  any Obligation, and the foregoing is hereby waived by the
                  Guarantor to the extent permitted under applicable law;

         (g)      any limitation, postponement, prohibition, subordination or
                  other restriction on the right of a Beneficiary to payment of
                  the Obligations;

         (h)      any release, substitution or addition of any other guarantor
                  of the Obligations;

         (i)      any defense arising by reason of any failure of any
                  Beneficiary to make any presentment, demand, or protest or to
                  give any other notice, including notice of all of the
                  following: acceptance of this Guarantee, partial payment or
                  non-payment of all or any part of the Obligations and the
                  existence, creation, or incurring of new or additional
                  Obligations;

         (j)      any defense arising by reason of any failure of a Beneficiary
                  to proceed against the Guarantor, any other Loan Party or any
                  other person, or to apply or exhaust any security held from
                  the Guarantor, any other Loan Party, or any other person for
                  the Obligations or to pursue any other remedy available to the
                  Beneficiaries;

         (k)      any defense arising by reason of the invalidity, illegality or
                  lack of enforceability of the Obligations or any part thereof
                  or of any security or guarantee in support thereof, or by
                  reason of any incapacity, lack of authority, or other defense
                  of the Guarantor, any other Loan Party or any other person, or
                  by reason of any limitation, postponement or prohibition on a
                  Beneficiary's rights to payment, or the cessation from any
                  cause whatsoever of the liability of the Guarantor, any other
                  Loan Party or any other person with respect to all or any part
                  of the Obligations (other than irrevocable payment to the
                  Beneficiaries in full, in cash, of the Obligations), or by
                  reason of any act or omission of the Beneficiaries or others
                  which directly or indirectly results in the discharge or
                  release of the Guarantor, any other Loan Party or any other
                  person or of all or any part of the Obligations or any
                  security or guarantee therefor, whether by contract, operation
                  of law or otherwise;

         (l)      any defense arising by reason of the failure by a Beneficiary
                  to obtain, register, perfect or maintain a Lien in or upon any
                  property of the Guarantor, any other Loan Party or any other
                  person, or by reason of any interest of the Beneficiaries in
                  any property, whether as owner thereof or as holder of a Lien
                  therein or thereon, being invalidated, voided, declared
                  fraudulent or preferential or otherwise set aside, or by
                  reason of any impairment of any right or recourse to
                  collateral;

         (m)      any defense arising by reason of the failure of the
                  Beneficiaries to marshal assets;


                                   Exh E -- 4
                                Form of Guarantee


         (n)      to the extent permitted under applicable law, any defense
                  based upon any failure of the Beneficiaries to give to the
                  Guarantor or any other Loan Party notice of any sale or other
                  disposition of any property securing any or all of the
                  Obligations or any other guarantee thereof, or any notice that
                  may be given in connection with any sale or other disposition
                  of any such property;

         (o)      any defense based upon or arising out of any bankruptcy,
                  insolvency, reorganization, moratorium, arrangement,
                  readjustment of debt, liquidation or dissolution proceeding
                  commenced by or against the Guarantor, any other Loan Party or
                  any other person, including any discharge or bar against
                  collection of any of the Obligations; or

         (p)      any other law, event or circumstance or any other act or
                  failure to act or delay of any kind by the Guarantor, the
                  other Loan Parties, the Beneficiaries or any other person,
                  which might, but for the provisions of this Section,
                  constitute a legal or equitable defense to or discharge,
                  limitation or reduction of the Guarantor's obligations
                  hereunder, other than as a result of the payment or
                  extinguishment in full of the Obligations.

                  The foregoing provisions apply and the foregoing waiver, to
the extent permitted under applicable law, shall be effective even if the effect
of any action or failure to take action by the Beneficiaries is to destroy or
diminish the Guarantor's subrogation rights, the Guarantor's right to proceed
against any other Loan Party for reimbursement, the Guarantor's right to recover
contribution from any other guarantor or any other right or remedy of the
Guarantor.

2.03              GUARANTOR AS A PRIMARY OBLIGOR

                  Any amount which may not be recoverable from the Guarantor on
the basis of a guarantee shall be recoverable by the Beneficiaries from the
Guarantor as a primary obligor in respect thereof and shall be paid to the
Beneficiaries forthwith after demand therefor as provided herein.

                ARTICLE THREE - DEALINGS WITH OTHER LOAN PARTIES

3.01              NO RELEASE

                  The Beneficiaries, without releasing, discharging, limiting or
otherwise affecting in whole or in part the Guarantor's liability and
obligations hereunder, may:

         (a)      grant time, renewals, extensions, indulgences, releases and
                  discharges to any other Loan Party or endorser;

         (b)      take or abstain from taking security or collateral from any
                  other Loan Party or endorser or from perfecting security or
                  collateral of any other Loan Party or endorser;

         (c)      accept compromises from any other Loan Party or endorser;


                                   Exh E -- 5
                                Form of Guarantee



         (d)      subject to the other Loan Documents, apply all money at any
                  time received from any other Loan Party or from security upon
                  such part of the Obligations as the Beneficiaries may see fit
                  or change any such application in whole or in part from time
                  to time as the Beneficiaries may see fit; or

         (e)      otherwise deal with any other Loan Party and all other persons
                  and security as the Beneficiaries may see fit.

3.02              NO EXHAUSTION OF REMEDIES

                  This Guarantee constitutes a Guarantee of payment when due and
not of collection, and the Beneficiaries shall not be bound or obligated to
exhaust their recourse against the Guarantor, any other Loan Parties or other
persons or any securities or collateral they may hold or take any other action
(other than to make demand pursuant to Article Five) before the Administrative
Agent shall be entitled to demand, enforce and collect payment from the
Guarantor hereunder.

3.03              EVIDENCE OF OBLIGATIONS

                  Any account settled or stated in writing by or between a
Beneficiary or the Beneficiaries, as the case may be, and any Loan Party shall
be prima facie evidence that the balance or amount thereof appearing due to the
same is so due.

3.04              NO SET-OFF

                  The Guarantor shall not claim any set-off or counterclaim
against any other Loan Party in respect of any liability of any other Loan Party
to the Guarantor.

                       ARTICLE FOUR - CONTINUING GUARANTEE

4.01              CONTINUING GUARANTEE

                  This Guarantee shall be a continuing guarantee and shall
continue to be effective even if at any time any payment of any of the
Obligations is rendered unenforceable or is rescinded or must otherwise be
returned by any Beneficiary for any reason whatsoever (including the insolvency,
bankruptcy or reorganization of the Guarantor or any other Loan Party), all as
though such payment had not been made.

4.02              REVIVAL OF INDEBTEDNESS

                  If at any time, all or any part of any payment previously
received by a Beneficiary and applied to any Obligation must be rescinded or
returned by the Beneficiary for any reason whatsoever (including the insolvency,
bankruptcy or reorganization of the Guarantor or any other Loan Party), such
Obligation shall, for the purpose of this Guarantee, to the extent that such
payment must be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Beneficiary, and this Guarantee shall
continue to be effective or be reinstated, as the case may be, as to such
Obligation as though such application by the Beneficiary had not been made.


                                   Exh E -- 6
                                Form of Guarantee



            ARTICLE FIVE - DEMAND FOR PAYMENT, EXPENSES AND INTEREST

5.01              DEMAND FOR PAYMENT

                  The Administrative Agent shall be entitled to make demand upon
the Guarantor at any time that payment of any Obligation is due and unpaid,
whether at stated maturity, upon acceleration or otherwise, and upon any such
demand, the Beneficiaries may treat such Obligations as due and payable and may
forthwith collect from the Guarantor such unpaid Obligations. The Guarantor
shall make payment to or performance in favour of the Beneficiaries of all such
Obligations forthwith after demand therefor is made upon the Guarantor by the
Administrative Agent as aforesaid.

5.02              STAY OF ACCELERATION

                  If acceleration of the time for payment of any amount payable
by any Loan Party in respect of the Obligations is stayed upon the insolvency,
bankruptcy, arrangement or reorganization of the Guarantor or any other Loan
Party or any moratorium affecting the payment of the Obligations, all such
amounts that would otherwise be subject to acceleration shall nonetheless be
payable by the Guarantor hereunder forthwith on demand by the Administrative
Agent.

5.03              EXPENSES

                  The Guarantor shall pay to the Beneficiaries all reasonable
out-of-pocket costs and expenses, including all reasonable Attorney Costs and
other expenses incurred by the Beneficiaries from time to time in the
enforcement, realization and collection of or in respect of this Guarantee. All
such amounts shall be payable by the Guarantor on demand by the Administrative
Agent.

5.04              INTEREST

                  Any payment obligation comprised in the Obligations guaranteed
hereunder which is not paid when due hereunder shall bear interest, to the
extent not already included in the Obligations, both before and after default or
judgment, from the date of demand pursuant to Section 5.01 to the date of
payment at the rate or rates provided in the 364-Day Credit Agreement for such
Obligations or, in the event no such rate is provided for in the 364-Day Credit
Agreement, at a rate per annum that is equal to the Base Rate. Any amounts
payable pursuant to Section 5.03 or Section 9.03 which are not paid when due
hereunder shall bear interest, both before and after default or judgment, from
the date of demand pursuant to Section 5.03 to the date of payment or
reimbursement thereof by the Guarantor at a rate per annum that is equal to the
Base Rate. All such interest shall accrue daily and shall be payable by the
Guarantor on demand by the Administrative Agent.


                                   Exh E -- 7
                                Form of Guarantee


                            ARTICLE SIX - SUBROGATION

6.01              SUBROGATION

         (1) Until all the Obligations have been irrevocably paid in full in
cash, the Guarantor shall have no right of subrogation to, and waives to the
fullest extent permitted by applicable law, any right to enforce any remedy
which the Beneficiaries now have or may hereafter have against any other Loan
Party in respect of the Obligations, and until such time the Guarantor waives
any benefit of, and any right to participate in, any security, now or hereafter
held by the Beneficiaries for the Obligations.

         (2) If (i) the Guarantor makes payment to the Beneficiaries of all
amounts owing by the Guarantor under this Guarantee, (ii) the Obligations are
performed and irrevocably paid in full and (iii) all Commitments under the
364-Day Credit Agreement are terminated, then the Administrative Agent will, at
the Guarantor's request, execute and deliver to the Guarantor appropriate
documents, without recourse and without representation and warranty, necessary
to evidence the transfer by subrogation to the Guarantor of the Beneficiaries'
interest in the Obligations and any security held therefor resulting from such
performance or payment by the Guarantor.

                 ARTICLE SEVEN - REPRESENTATIONS AND WARRANTIES

7.01              REPRESENTATIONS AND WARRANTIES

                  The Guarantor represents and warrants for itself to each of
the Beneficiaries that each representation and warranty contained in Article V
of the 364-Day Credit Agreement which is made in respect to a Loan Party is, as
to it, true and correct as of the date hereof (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) as if such representation
or warranty was set forth in full in this Guarantee and made by the Guarantor
and acknowledges and confirms that each of the Beneficiaries is relying upon
such representations and warranties.

7.02              DEEMED REPETITION

                  On the date of delivery by any Borrower of a Request for
Credit Extension to the Administrative Agent, and again on the date of any
advance of any Loans to the Borrower pursuant thereto each of the
representations and warranties of the Guarantor (unless such Guarantor is such
Borrower) contained in Section 7.01 shall be deemed to be repeated.

7.03              OTHER LOAN DOCUMENTS

                  All representations, warranties and statements contained in
any Compliance Certificate delivered by the Borrowers pursuant to the Credit
Agreement shall constitute representations and warranties made by the Guarantor
(unless such Guarantor is such Borrower) to the Beneficiaries under this
Guarantee.


                                   Exh E -- 8
                                Form of Guarantee


7.04              EFFECTIVE TIME OF REPETITION

                  All representations and warranties, when repeated or deemed to
be repeated hereunder, shall be construed with reference to the facts and
circumstances existing at the time of repetition, unless they are stated herein
to be made as at the date hereof.

7.05              NATURE OF REPRESENTATIONS AND WARRANTIES

                  The representations and warranties set out in this Guarantee
or deemed to be made pursuant hereto shall survive the execution and delivery of
this Guarantee and the making of credit extensions, notwithstanding any
investigations or examinations which may be made by the Beneficiaries or
Lenders' Counsel. Such representations and warranties shall survive until this
Guarantee has been terminated, provided that the representations and warranties
deemed made by the Guarantor relating to environmental matters shall survive the
termination of this Guarantee.

                        ARTICLE EIGHT - GENERAL COVENANTS

8.01              AFFIRMATIVE COVENANTS OF THE GUARANTOR

                  So long as any Obligation is outstanding or any Commitment is
available under the 364-Day Credit Agreement, each Guarantor (which is not a
Borrower) covenants and agrees with each of the Beneficiaries that, unless the
Required Lenders otherwise consent in writing, it shall perform each of the
obligations set forth in Article VI of the 364-Day Credit Agreement as if such
obligations were set forth in full in this Guarantee and as if such obligations
were undertaken by the Guarantor.

8.02              NEGATIVE COVENANTS OF THE GUARANTOR

                  So long as any Obligation is outstanding or any Commitment is
available under the 364-Day Credit Agreement, each Guarantor (which is not a
Borrower) covenants and agrees with each of the Beneficiaries that, unless the
Required Lenders otherwise consent in writing, it shall not and shall not do
anything prohibited by Article VII of the 364-Day Credit Agreement as if each
such prohibition was set forth in full in this Guarantee and as if each such
prohibition was applicable to the Guarantor.

                             ARTICLE NINE - GENERAL

9.01              WAIVER OF NOTICE OF ACCEPTANCE

                  The Guarantor hereby waives notice of acceptance of this
Guarantee.

9.02              BENEFIT OF THE GUARANTEE

                  This Guarantee shall enure to the benefit of the respective
successors and permitted assigns of the Beneficiaries and be binding upon the
successors of the Guarantor.


                                   Exh E -- 9
                                Form of Guarantee


9.03              TAXES AND SET-OFF BY GUARANTOR

         (a)      All payments by the Guarantor under this Guarantee, whether in
                  respect of principal, interest, interest on overdue and unpaid
                  interest, fees or any other Obligations, shall be made in full
                  without any deduction or withholding (whether in respect of
                  set-off, counterclaim, duties, taxes, charges or otherwise
                  whatsoever) unless the Guarantor is prohibited by applicable
                  laws from doing so, in which event the Guarantor shall:

                  (i)      ensure that the deduction or withholding does not
                           exceed the minimum amount legally required;

                  (ii)     forthwith pay to the Administrative Agent (on behalf
                           of the Beneficiaries) such additional amount so that
                           the net amount received by the Administrative Agent
                           will equal the full amount which would have been
                           received by it had no such deduction or withholding
                           been made;

                  (iii)    pay to the relevant taxation or other authorities,
                           within the period for payment required by applicable
                           laws, the full amount of the deduction or withholding
                           (including the full amount of any deduction or
                           withholding from any additional amount paid pursuant
                           to this Section); and

                  (iv)     furnish to the Administrative Agent promptly, as soon
                           as available, an official receipt of the relevant
                           taxation or other authorities involved for all
                           amounts deducted or withheld as aforesaid.

         (b)      In the event that, following such deduction or withholding as
                  is referred to in this Section from any payment by the
                  Guarantor, any Beneficiary receives any additional payment
                  hereunder and shall receive or be granted a corresponding
                  credit against or remission for any other Tax payable by it,
                  such Beneficiary shall (subject to the Guarantor having paid
                  any additional amount payable in accordance with the preceding
                  provisions) to the extent that it can do so without prejudice
                  to the retention of the amount of such credit or remission and
                  without prejudice to the right of such Beneficiary to obtain
                  any other relief or allowance which may be available to it,
                  reimburse the Guarantor with such amount as such Beneficiary
                  certifies to be the proportion of such credit or remission as
                  will leave such Beneficiary (after such reimbursement) in no
                  worse or better position that it would have been had there
                  been no such deduction or withholding. Such reimbursement
                  shall be made forthwith upon such Beneficiary certifying that
                  the amount of such credit or remission has been received by
                  it.

9.04              NO WAIVER; REMEDIES

                  No failure on the part of the Beneficiaries to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right hereunder preclude the
other or further exercise thereof or the exercise of any other


                                   Exh E -- 10
                                Form of Guarantee


right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

9.05              SEVERABILITY

                  If any provision of this Guarantee is determined to be invalid
or unenforceable in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.

9.06              AMENDMENTS AND WAIVERS

                  Any provision of this Guarantee may be amended, waived or a
consent given in respect thereof (a) in the case of the provisions of Articles
Seven and Eight, with the concurrence of the Guarantor and the Required Lenders,
and (b) in all other cases, with the concurrence of the Guarantor and all of the
Beneficiaries. Any amendment under any provision of this Guarantee must be in
writing signed by the Administrative Agent and the Guarantor. Any waiver and any
consent by the Beneficiaries under any provision of this Guarantee must be in
writing signed by the Administrative Agent and may be given subject to any
conditions thought fit by the Beneficiaries or Required Lenders, as the case may
be. Any waiver or consent shall be effective only in the instance and for the
purpose for which it is given.

9.07              ADDITIONAL SECURITY

                  This Guarantee is in addition and without prejudice to any
security of any kind (including, without limitation, other guaranties) now or
hereafter held by the Beneficiaries and any other rights or remedies they might
have.

9.08              NOTICES

                  Any demand, notice or other communication (hereinafter in this
Section referred to as a "Communication") to be given in connection with this
Guarantee shall be given in writing and may be given by personal delivery,
telecopier or by registered mail addressed to the recipient as follows:

                  To the Beneficiaries, care of the Administrative Agent as
follows:

                  Bank of America, N.A.
                  855 2nd Street SW
                  Calgary, Alberta  T2P 4J7
                  Canada
                  Attention:  Doug Linkletter, Managing Director, Sr. PM
                  Telecopy No.:  (403) 232-8848


                                   Exh E -- 11
                                Form of Guarantee


                  To the Guarantor:

                  Enbridge Energy Partners, L.P.
                  1100 Louisiana
                  Suite 3300
                  Houston, TX  77002-5217
                  Attention:  Chris Kaitson, Associate General Counsel
                  Telecopy No.:  (713) 650-2232

                  WITH A COPY TO:

                  Enbridge Energy Partners, L.P.
                  c/o Enbridge Inc.
                  3000, 425-1st
                  Calgary, Alberta  T2P 3L8
                  Canada
                  Attention:  John Whelen, Treasurer
                  Telecopy No.:  (403) 231-4848

or such other address or telecopy number as may be designated by notice by any
party to the other. Any Communication given by personal delivery or telecopier
shall be conclusively deemed to have been given on the day of actual delivery or
transmittal thereof and, if given by registered mail, on the third day following
the deposit thereof in the mail. If the party giving any Communication knows or
ought reasonably to know of any difficulties with the postal system which might
affect the delivery of mail, any such Communication shall not be mailed but
shall be given by personal delivery or telecopier.

9.09              ASSIGNMENT

                  The rights of the Beneficiaries under this Guarantee shall be
assigned by the Beneficiaries without the consent of any Loan Party or the
Guarantor to the extent that the Beneficiaries assign the Commitments, Loans or
L/C Obligations in accordance with the applicable provisions of the 364-Day
Credit Agreement; provided that, such an assignment may only be made to an
assignee of all or part of the Loans, the Commitment and the other rights and
interests of the assignor Beneficiary under the Loan Documents where such
assignee agrees in writing to be bound (to the extent of the interests assigned
to such assignee) by the assignor Beneficiary's obligations under the 364-Day
Credit Agreement.

9.10              TIME OF ESSENCE

                  Time is of the essence with respect to this Guarantee and the
time for performance of the obligations of the Guarantor under this Guarantee
may be strictly enforced by the Beneficiaries.


                                   Exh E -- 12
                                Form of Guarantee



9.11              FINANCIAL CONDITION OF BORROWERS

                  The Guarantor is fully aware of the financial condition of the
Borrowers and acknowledges that it shall receive a direct financial benefit from
the credit being made available to the Borrowers under the 364-Day Credit
Agreement.

9.12              RELEASES

         (a) At such time as the Loans and all other outstanding Obligations
shall have been paid and performed in full and all Commitments under the Credit
Agreement have been terminated, all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and the
Guarantor hereunder shall terminate (except those which by their terms survive
such termination), all without delivery of any instrument or performance of any
act by any party. At the request and sole expense of any Borrower or the
Guarantor, as the case may be, following any such termination, the
Administrative Agent shall execute and deliver to such Person such documents as
such Person shall reasonably request to evidence such termination.

         (b) Subject to the immediately following sentence, if all the capital
stock or other equity interests, or all or substantially all of the assets, of
the Guarantor shall be sold, transferred or otherwise disposed of, in each case
in a transaction permitted by the Credit Agreement (other than a sale, transfer
or other disposition to a Loan Party), then the Administrative Agent, at the
request and sole expense of the Guarantor (or any Borrower, as the case may be),
shall execute and deliver to the Guarantor (or any Borrower, as the case may be)
all releases or other documents reasonably necessary or desirable for the
release of the Guarantee of the Guarantor hereunder. At the request and sole
expense of each Borrower, the Guarantor shall be released from its obligations
hereunder in the event that all the capital stock or other equity interests, or
all or substantially all of the assets, of the Guarantor shall be sold,
transferred or otherwise disposed of in a transaction permitted by the Credit
Agreement (other than a sale, transfer or other disposition to a Loan Party);
provided that a Borrower shall have delivered to the Administrative Agent and
the Lenders, at least 5 Business Days prior to the date of the proposed release,
a written request for release identifying the Guarantor and the terms of the
sale or other disposition in reasonable detail, together with a certification by
a Borrower stating that such transaction is in compliance with the Credit
Agreement and the other Loan Documents.

9.13              ACKNOWLEDGEMENT OF DOCUMENTATION

                  The Guarantor hereby acknowledges receipt of a true and
complete copy of the other Loan Documents and all of the terms and conditions
thereof.

9.14              ENTIRE AGREEMENT

                  This Guarantee and the other Loan Documents constitute the
entire agreement between the Beneficiaries and the Guarantor with respect to the
subject matter hereof and cancel and supersede any prior understandings and
agreements between such parties with respect thereto. There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements, expressed, implied or statutory, between such parties other than as
expressly set forth herein or therein.


                                   Exh E -- 13
                                Form of Guarantee


9.15 GOVERNING LAW

         (b) THIS GUARANTEE 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.

         (c) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTEE 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 GUARANTEE, THE GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH
LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE GUARANTOR, 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 JURISDICTION
IN RESPECT OF THIS GUARANTEE OR ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED
THERETO. THE GUARANTOR, 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.



                  IN WITNESS WHEREOF the Guarantor has executed this Guarantee.

                                      [GUARANTOR]




                                      ------------------------------------------
                                      By:

                                           -------------------------------------
                                      Name:

                                            ------------------------------------
                                      Title:

                                            ------------------------------------



                                   Exh E -- 14
                               Form of Guarantee


                                                                       EXHIBIT F



                           FORM OF OPINION OF COUNSEL

                    [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]




                                January 29, 2002

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

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

Ladies and Gentlemen:

         We have acted as counsel for Enbridge Energy, Limited Partnership, a
Delaware limited partnership (the "OPERATING PARTNERSHIP"), and Enbridge Energy
Partners, L.P., a Delaware limited partnership (the "MLP") in connection with
the execution and delivery today of (i) the Credit Agreement, dated as of
January 29, 2002 (the "CREDIT AGREEMENT"), by and among the MLP, the Operating
Partnership, the lenders from time to time parties thereto (the "LENDERS"), and
Bank of America, N.A., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT"), (ii) the promissory notes of even date herewith
delivered pursuant to the Credit Agreement (the "NOTES") and (iii) each Guaranty
executed by each of the MLP and the Operating Partnership. In addition, we have
acted as counsel for Enbridge Pipelines (East Texas) L.P., a Delaware limited
partnership ("EAST TEXAS", and together with the MLP and the Operating
Partnership, the "PARTNERSHIPS"), in connection with its execution and delivery
today of a Guaranty dated of even date with the Credit Agreement (such Guaranty,
together with the Guaranties referred to in the preceding clause (ii),
collectively, the "GUARANTIES" and individually, a "GUARANTY", as the context
may require). Capitalized terms used and not defined herein have the meanings
assigned in the Credit Agreement. The opinions expressed herein are being
furnished to you pursuant to Section 4.01(a)(viii) of the Credit Agreement.

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


                                   Exh F -- 1
                           Form of Opinion of Counsel


January 29, 2002
Page 2


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

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

                  (i) each Person a party to any Financing Document other than a
Partnership (each such Person other than a Partnership, an "OTHER PARTY") (a)
has been duly organized or formed (as applicable), (b) is validly existing and
in good standing under the laws of its jurisdiction of incorporation or
formation, as applicable, and (c) has the corporate or equivalent power and
authority to execute and deliver, and to perform its obligations under, each of
the Financing Documents in which such Person is identified as a party;

                  (ii) the execution and delivery of each of the Financing
Documents by each Other Party, and the performance of its obligations
thereunder, have been duly authorized by all necessary corporate or equivalent
action on the part of such Person;

                  (iii) each Other Party has duly executed and delivered each of
the Financing Documents in which such Person is identified as a party;

                  (iv) each Person a party to any Financing Document has (a)
satisfied each legal requirement that is applicable to such Person to the extent
necessary to make such Financing Document enforceable against such Person and
(b) complied with any other legal requirements pertaining to the status of such
Person as such status relates to the rights of such Person to perform or enforce
(as applicable) such Financing Document against each other Person that is a
party to such Financing Document;

                  (v) no order, consent, approval, license, authorization,
waiver or validation of, or filing, recording or registration with, or notice
to, or exemption by, any court, governmental body or authority, or any
subdivision thereof, is required to authorize or is required in connection with,
the execution and delivery by any Person identified in any Financing Document as
a party thereto, or in connection with the performance of its obligations
thereunder or the consummation of the transactions contemplated thereby, other
than those that have been obtained or made and are in full force and effect
(PROVIDED, that we make no such assumption with respect to consents, approvals
and the like applicable to each Partnership to the extent that we express our
opinion rendered in paragraph 6 below);

                  (vi) each of the Financing Documents is the legal, valid and
binding obligation of each Other Party thereto, enforceable against such Other
Party in accordance with its terms; and

                  (vii) Administrative Agent has been and is the duly appointed
agent of each of Lenders (Agent and Lenders, collectively, the "FINANCING
PARTIES").

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


                                   Exh F -- 2
                           Form of Opinion of Counsel


January 29, 2002
Page 3


                  1. Each Partnership is a limited partnership validly existing
in good standing under the Delaware Revised Uniform Limited Partnership Act (6
DEL.C Sections 17-101, ET SEQ.) (the "LP ACT"). Each Partnership is authorized
to transact business in the State of Texas.

                  2. The execution and delivery by each Partnership of each
Financing Document to which it is a party, and the performance by each
Partnership of its obligations thereunder, are within its limited partnership
power and authority and have been duly authorized by all necessary limited
partnership action.

                  3. Each Financing Document to which each Partnership is a
party has been duly executed and delivered by it.

                  4. Under the internal laws of the State of New York, each of
the Financing Documents to which each Partnership is a party is a valid and
binding obligation of such Partnership, enforceable against such Partnership in
accordance with its terms.

                  5. Neither the execution and delivery by each Partnership of
any Financing Document to which it is a party, nor the performance of its
obligations thereunder, will (i) result in a violation by it of (a) any
statutory law or regulation applicable to such Partnership, or (b) the
certificate of limited partnership or agreement of limited partnership of such
Partnership or (ii) result in a breach of, or constitute a default under, the
terms of any agreement or instrument binding on such Partnership which is filed
as an exhibit to the MLP's Annual Report on Form 10-K for the year ended
December 31, 2000.

                  6. No consent, approval, authorization or waiver of, or notice
to or filing with, or other action by, any governmental authority is required to
be obtained or made by a Partnership by any material statutory law or regulation
applicable to such Partnership as a condition to the execution and delivery by
such Partnership of any Financing Document to which it is expressed to be a
party, or the performance by such Partnership of its obligations under any
Financing Document to which it is a party.

                  7. No Partnership is (i) an "investment company" or a company
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended, or (ii), other than with respect to
Enbridge Inc., a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary" of a
"holding company", as such terms are defined in the Public Utility Holding
Company Act of 1933, as amended.

                  8. Assuming each Borrower complies with the provisions of the
Credit Agreement relating to the use of proceeds thereunder (whether or not
therein stated as a covenant), the use by it of proceeds from the Loans will not
result in a violation of Regulation U of the Board of Governors of the Federal
Reserve System.

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

                  A. The opinions expressed herein are limited exclusively to
the laws of the State of New York, the LP Act and the federal statutory laws and
regulations of the United States of America. In respect to such laws, in
addition to other limitations set forth herein, such reference is limited to
laws that are normally applicable to the transactions provided for in the
Financing Documents, and, in any event and without limitation, does not include
statutes, laws, rules or regulations relating to (i) the operation of any asset
or property, (ii) utility regulation, (iii) antitrust, (iv) taxation or (v)
securities law, or the construction or interpretations of any of the foregoing,
or authorizations, permits, consents and the like with respect thereto.
Reference herein to the "internal laws" of a jurisdiction is to the laws of that


                                   Exh F -- 3
                           Form of Opinion of Counsel


January 29, 2002
Page 4


jurisdiction, other than (x) that jurisdiction's choice-of-law statutes and
rules, (y) the statutes and ordinances, the administrative decisions, and the
rules and regulations of counties, towns, municipalities and political
subdivisions (whether created or enabled through legislative action at the
federal, state, regional or local level), and (z) judicial decisions to the
extent they deal with any of the foregoing.

                  B. The opinions expressed in paragraph 4 hereof are further
subject to the following:

                  (i) The enforceability of the Financing Documents, and to the
extent applicable, the Liens created thereby, may be limited or affected by (a)
bankruptcy, insolvency, reorganization, moratorium, liquidation, rearrangement,
conservatorship, receivership, fraudulent conveyance or transfer or similar laws
(including court decisions) relating to or affecting the rights and remedies of
creditors generally or providing for the relief of debtors, (b) general
principles of equity, including, without limitation, requirements of good faith,
fairness and reasonableness, and the possible unavailability of specific
performance or injunctive relief (regardless of whether enforceability is
considered in a proceeding in equity or at law), (c) the refusal of a particular
court to grant (1) equitable remedies, including, without limitation, specific
performance and injunctive relief, or (2) a particular remedy sought by Lender
under any Financing Document as opposed to another remedy provided for therein
or another remedy available at law or in equity and (d) judicial discretion.

                  (ii) In rendering the opinions expressed in paragraph 4 (such
opinions expressed in such paragraphs, the "REMEDIES OPINIONS"), we express no
opinion as to the validity or enforceability of any provision of any Credit
Document that:

                  (1) purports to (i) establish evidentiary standards or
         characterizations, treatments or effects of payments or rights, in each
         case made or existing under, or in connection with, any Financing
         Document, (ii) waive or otherwise affect any right, warranty or defense
         that cannot be waived or otherwise affected as a matter of law, (iii)
         negate the effect of any course of dealing or any exercise, or failure
         or delay to exercise, any right, power, privilege or remedy, (iv)
         relate to indemnities, exculpation or contribution to the extent
         prohibited by public policy or require indemnification or contribution
         (as applicable) for liability on account of fraud, negligence, gross
         negligence, willful misconduct, breach of the performance of an agreed
         undertaking, violation of law or illegal conduct (or the public policy
         underlying such action or conduct) of any Person seeking or asserting
         the benefit of such indemnity, exculpation of contribution provision,
         (v) limit liability of any Person to claims for gross negligence or
         willful misconduct, (vi) grant to any Person the right to offset
         special deposits against obligations owed under the Financing
         Documents, (vii) authorize conclusive determinations by any party or to
         permit a party to make determinations in its sole discretion, or (viii)
         restrict access to legal or equitable remedies;

                  (2) states that (i) prohibition, illegality, invalidity or
         unenforceability of any provision of such Financing Document in any
         jurisdiction shall not (a) invalidate the remaining provisions of such
         Financing Document or (b) affect that provision in any other
         jurisdiction, or (ii) the right of any Person to exercise any right or
         remedy on the basis of any misrepresentation or breach of warranty is
         not affected by any action by Lender;

                  (3) constitutes a submission to or acceptance of the
         jurisdiction of, or permits an action against any Person to be brought,
         or waives any objection to the laying of venue or choice of forum in
         such an action, in, the courts of any jurisdiction, other than the
         courts of the State of New York or the federal courts of the United
         States of America sitting in the State of New York;

                  (4) permits an action against any Person to be brought in the
         courts of the State of New York (i) if such Person has not been served
         with process in that action in accordance with


                                   Exh F -- 4
                           Form of Opinion of Counsel


January 29, 2002
Page 5


         applicable rules of procedure or (ii) if the court in which the action
         is brought does not have jurisdiction of the subject matter of the
         action;

                  (5) permits an action against any Person to be brought in the
         federal courts of the United States of America sitting in the State of
         New York (i) if such Person has not been served with process in
         accordance with applicable rules of procedure or (ii) if those courts
         do not have jurisdiction in the subject matter of the action;

                  (6) requires the reimbursement to any Person whose breach of a
         recognizable standard of performance or care in acting or failing
         timely or otherwise properly to act substantially contributed to the
         basis for which such reimbursement is sought; or

                  (7) provides for the enforcement in any jurisdiction of a
         judgment of the courts of another jurisdiction.

                  (iii) We have assumed that each Financing Party will act
reasonably and in good faith in performing its duties, and in exercising its
rights and remedies, under the Financing Documents. In this regard, we note that
the enforceability of specific provisions of the Financing Documents may be
subject to standards of reasonableness, care and diligence and "good faith"
limitations and obligations such as those provided in Section 1-102(3), 1-203
and 1-208 of the Uniform Commercial Code as in effect in the State of New York
and similar applicable principles of common law and judicial precedent. Further,
we have also assumed that each Financing Party will enforce the respective
Financing Documents in compliance with the provisions thereof and all
requirements of applicable law.

                  (iv) Further, we additionally note that the maximum lawful
amount or rate of interest which any national bank, a federal savings bank or
any foreign bank or branch of a foreign bank which is subject to the
jurisdiction of the federal banking laws of the United States of America, may
take, receive, reserve, contract for or charge is governed by federal statutory
law. Further, Lenders that are entities other than such financial institutions
may, in accordance with laws governing their respective operation and business,
be subject to statutory limits provided by the laws other than the laws of the
State of New York. In rendering the Remedies Opinions, we express no opinion as
to whether the interest provided for in any Financing Document is in excess of
any such maximum lawful amount or rate or as to the effect of the provisions for
interest in any Loan Document on the enforceability of the Financing Documents
with respect to any Financing Party constituting a national bank or such foreign
bank or branch thereof which is located in any jurisdiction other than the State
of New York.

                  C. We do not express any opinion with respect to any exhibit
to, or other agreement referred to in, any of the Financing Documents.

                  D. In rendering the foregoing opinions, we have not, pursuant
to our engagement, endeavored to express any opinions, and we express no
opinions, and none are intended to be implied hereby nor shall be inferred
herefrom, as to (i) the various state and federal laws, statutes, regulations,
interpretations, opinions, directives, orders, rulings, authorities or similar
matters regulating or governing any Financing Party (collectively, the "RULES")
and/or its entry into, execution, delivery or performance of the Financing
Documents, or the transactions provided for therein, or the conduct of its
business related thereto, or (ii) any Financing Party's compliance with any of
the Rules in connection with any Financing Document, or the transactions
provided for therein.


                                   Exh F -- 5
                           Form of Opinion of Counsel


January 29, 2002
Page 6


                  E. In rendering the opinions expressed in paragraph 1 above
relating to existence and good standing and foreign qualification and good
standing, we have relied solely upon a review of certificates of public
officials, without further investigation as to matters set forth therein, and
such opinions are limited to the dates of such certificates.

                  F. In rendering the opinions expressed in paragraph 1 above
relating to the MLP's existence and good standing in Delaware and authorization
to transact business in Texas, we have relied solely upon a review of
certificates of public officials as follows: (i) Certificate of State of
Delaware, Office of Secretary of State dated January 22, 2002 (Delaware
existence and good standing); and (ii) Certificate of State of Texas, Secretary
of State dated January 23, 2002 (Texas authorization to transact business).

                  G. In rendering the opinions expressed in paragraph 1 above
relating to the Operating Partnership's existence and good standing and
authorization to transact business in Texas, we have relied solely upon a review
of certificates of public officials as follows: (i) Certificate of State of
Delaware, Office of Secretary of State dated January 23, 2002 (Delaware
existence and good standing); and (ii) Certificate of State of Texas, Secretary
of State dated January 23, 2002 (Texas authorization to transact business).

                  H. In rendering the opinions expressed in paragraph 1 above
relating to East Texas's existence and good standing and authorization to
transact business in Texas, we have relied solely upon a review of certificates
of public officials as follows: (i) Certificate of State of Delaware, Office of
Secretary of State dated January 24, 2002 (Delaware existence and good
standing); and (ii) Certificate of State of Texas, Secretary of State dated
January 24, 2002 (Texas authorization to transact business).

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

                                             Very truly yours,




                                             Fulbright & Jaworski L.L.P.


                                   Exh F -- 6
                           Form of Opinion of Counsel


                                   SCHEDULE A



                    TO OPINION OF FULBRIGHT & JAWORSKI L.L.P.



                             DATED JANUARY 29, 2002



                                 LIST OF LENDERS







Bank of America, N.A.

ABN AMRO Bank N.V., Cayman Islands Branch

Bank of Montreal

CIBC Inc.

Citibank, N.A.

Royal Bank of Canada

First Union National Bank

SunTrust Bank

Toronto Dominion (Texas), Inc.





                                   Exh F -- 7
                           Form of Opinion of Counsel




                                                                       EXHIBIT G



                         FORM OF SUBORDINATION AGREEMENT

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

                  WHEREAS _________________________, a _________________ (the
"Obligor") is or may become indebted to the Senior Lenders under or in
connection with the 364-Day Credit Agreement;

                  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 its loans 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 364-Day Credit Agreement dated as of ___________
__, 2002 among Enbridge Energy Partners, L.P., Enbridge Energy, Limited
Partnership, as Borrowers, the Lenders from time to time party thereto, Bank of
America, N.A., as Agent and L/C Issuer, Bank of Montreal, as Syndication Agent,
The Toronto Dominion (Texas), Inc. and First Union National Bank, as
Documentation Agents and Banc of America Securities LLC and BMO Nesbitt Burns,
as Joint Lead Arrangers and Joint Book Managers (as such agreement may be
amended, modified, supplemented or restated from time to time, the "364-Day
Credit Agreement"). In addition, the following terms shall have the following
meanings:

         (a)      "SENIOR INDEBTEDNESS" means the aggregate of all Obligations
                  owing from time to time by the Obligor to the Senior Lenders
                  under the 364-Day Credit Agreement and the other Loan
                  Documents, whether present or future, direct or indirect,
                  contingent or otherwise; and


                                   Exh G -- 1
                         Form of Subordination Agreement


         (b)      "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 Agent, the
                  L/C Issuer and each of the Lenders individually and any
                  combination thereof.

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.


                                   Exh G -- 2
                         Form of Subordination 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 364-Day 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
                  364-Day 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 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 Senior Indebtedness shall first be
paid in full 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 Agent on behalf of the Senior Lenders; and

         (b)      the Subordinated Creditor hereby irrevocably agrees that the
                  Agent on behalf of the Senior Lenders may, at its 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 file, prove
                  and vote or consent in any such proceedings with respect to
                  any and all claims of the Subordinated Creditor relating to
                  the Subordinated Indebtedness.


                                   Exh G -- 3
                         Form of Subordination Agreement


2.3               [INTENTIONALLY BLANK]

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 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

                  Prior to the occurrence of a Default or Event of Default under
the 364-Day Credit Agreement which is continuing, the Subordinated Creditor
shall, subject to Section 2.2, be entitled to receive payments on account of any
Subordinated Indebtedness in accordance with the terms of such Subordinated
Indebtedness.

                                    ARTICLE 4
                                   SUBROGATION

4.1               RESTRICTION ON SUBROGATION

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

4.2               TRANSFER BY SUBROGATION

                  If (a) the 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 Commitments outstanding
under the 364-Day 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
Agent.


                                   Exh G -- 4
                         Form of Subordination Agreement


                                    ARTICLE 5
                             DEALINGS WITH BORROWERS

5.1               RESTRICTION DEALINGS BY SUBORDINATED CREDITOR

                  Except with the prior written consent of the 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 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
                  dissolution, winding-up, liquidation, reorganization,
                  bankruptcy, insolvency, receivership or similar proceedings
                  respecting 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 364-Day 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 Borrowers and other Loan Parties
                  under any such Loan Documents;

         (c)      grant time, renewals, extensions, releases, discharges or
                  other indulgences or forbearances to the Borrowers and other
                  Loan Parties 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;

         (f)      change, whether by addition, substitution, removal,
                  succession, assignment, grant of participation, transfer or
                  otherwise, any of the Senior Lenders (subject to the terms of
                  the 364-Day Credit Agreement);

         (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


                                   Exh G -- 5
                         Form of Subordination Agreement


                  Indebtedness, this Agreement or any other Loan Document or
                  allow the Borrowers and other Loan Parties 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


                                   Exh G -- 6
                         Form of Subordination Agreement


                  under, any loan agreement, indenture, trust deed or any other
                  material agreement or instrument to which the Subordinated
                  Creditor is a party or by which its or its assets are bound;
                  or (iii) requires any approval or consent of any governmental
                  authority having jurisdiction except such as have already been
                  obtained and are in full force and effect.

                                    ARTICLE 7
                            CONTINUING SUBORDINATION

7.1               CONTINUING SUBORDINATION

                  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 and no further Commitments are outstanding under
                  the 364-Day Credit Agreement;

         (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.

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 364-Day 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 G -- 7
                         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 364-Day
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 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,
subject to Section 10.07 of the 364-Day Credit Agreement, 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 BY SUBORDINATED CREDITOR

                  The Subordinated Creditor shall not assign all or any portion
of its obligations under this Agreement without the prior written consent of the
Senior Lenders (which consent may be arbitrarily withheld).


                                   Exh G -- 8
                         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 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 G -- 9
                         Form of Subordination Agreement




                                 ACKNOWLEDGMENT


                  The undersigned hereby acknowledges the terms of the above
Subordination Agreement and, subject to any contrary direction made by a court
of competent jurisdiction, covenants not to participate in any violation
thereof.

                                      [OBLIGOR]


                                      Per:
                                          -------------------------------------


                                      Per:
                                          -------------------------------------


















                                   Exh G -- 10
                         Form of Subordination Agreement

EX-21

                                                                      EXHIBIT 21

                         ENBRIDGE ENERGY PARTNERS, L.P.
                             PRINCIPAL SUBSIDIARIES



      The Registrant's principal subsidiaries and its ownership interest in
each:



                                                                                              OWNERSHIP INTEREST
NAME AND TYPE OF ENTITY                                                                      (DIRECT OR INDIRECT)
- -----------------------                                                                      --------------------
                                                                                                   
Enbridge Energy, Limited Partnership, a Delaware limited partnership .......................          99%
Enbridge Pipelines (North Dakota) LLC, a Delaware limited liability company ................         100%
Enbridge Marketing (East Texas) L.P., a Delaware limited partnership .......................         100%
Enbridge Processing (East Texas) L.P., a Delaware limited partnership ......................         100%
Enbridge Pipelines (East Texas) L.P., a Delaware limited partnership .......................         100%
Enbridge (East Texas) L.L.C., a Delaware limited liability company .........................         100%

EX-23.1

                                                                    EXHIBIT 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS


      We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 333-59597 and 333-59758) of Enbridge Energy,
Limited Partnership and Enbridge Energy Partners, L.P., respectively, of our
report dated January 24, 2002 relating to the financial statements, which
appear in this Form 10-K.



PricewaterhouseCoopers LLP

Houston, Texas
February 25, 2002