0001193125-13-217008 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 13th, 2013 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 8, 2013, by and between Enbridge Energy Partners, L.P., a Delaware limited partnership (the “Partnership”) and Enbridge Energy Company, Inc., a Delaware corporation (the “Purchaser”). The Partnership and the Purchaser are referred to collectively herein as the “Parties.”

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FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENBRIDGE ENERGY PARTNERS, L.P. dated as of May 8, 2013
Limited Partnership Agreement • May 13th, 2013 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • Delaware

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENBRIDGE ENERGY PARTNERS, L.P., dated as of May 8, 2013, is entered into by and among Enbridge Energy Company, Inc., a Delaware corporation, as the General Partner, and the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

SERIES 1 PREFERRED UNIT PURCHASE AGREEMENT among ENBRIDGE ENERGY PARTNERS, L.P. and ENBRIDGE ENERGY COMPANY, INC. dated as of May 7, 2013
Series 1 Preferred Unit Purchase Agreement • May 13th, 2013 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • Delaware

This SERIES 1 PREFERRED UNIT PURCHASE AGREEMENT, dated as of May 7, 2013 (this “Agreement”), is entered into by and between Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”), and Enbridge Energy Company, Inc., a Delaware corporation (the “Purchaser”).

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