0001104659-07-071811 Sample Contracts

ENBRIDGE ENERGY PARTNERS, L.P., AS ISSUER, U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE DATED AS OF SEPTEMBER 27, 2007 SUBORDINATED DEBT SECURITIES
Indenture • September 28th, 2007 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • New York

INDENTURE dated as of September 27, 2007, between Enbridge Energy Partners, L.P., a Delaware limited partnership (the “Partnership”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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Replacement Capital Covenant • September 28th, 2007 • Enbridge Energy Partners Lp • Pipe lines (no natural gas)

REPLACEMENT CAPITAL COVENANT, dated as of September 27, 2007 (this “Replacement Capital Covenant”), by ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Partnership”) in favor of and for the benefit of each Covered Debtholder (as defined below).

ENBRIDGE ENERGY PARTNERS, L.P., as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 27, 2007 to Indenture dated as of September 27, 2007 8.05% FIXED/FLOATING RATE JUNIOR SUBORDINATED NOTES DUE 2067
First Supplemental Indenture • September 28th, 2007 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 27, 2007 (this “First Supplemental Indenture”), is between Enbridge Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and U.S. Bank National Association, as trustee (the “Trustee”).

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