Delegation of Control Agreement Sample Contracts

AMONG
Delegation of Control Agreement • November 25th, 2002 • Enbridge Energy Management L L C • Crude petroleum & natural gas
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AMENDMENT NO. 1 TO DELEGATION OF CONTROL AGREEMENT AMONG KINDER MORGAN G.P., INC. KINDER MORGAN MANAGEMENT, LLC KINDER MORGAN ENERGY PARTNERS, L.P. KINDER MORGAN OPERATING L.P. "A" KINDER MORGAN OPERATING L.P. "B" KINDER MORGAN OPERATING L.P. "C"...
Delegation of Control Agreement • July 20th, 2007 • Kinder Morgan Energy Partners L P • Natural gas transmission • Delaware

This Amendment No. 1 to Delegation of Control Agreement (this "Amendment") dated as of July 20, 2007, is among Kinder Morgan G.P., Inc., a Delaware corporation (the "General Partner"), Kinder Morgan Management, LLC, a Delaware limited liability company ("Management"), Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Master Partnership"), Kinder Morgan Operating L.P. "A", a Delaware limited partnership ("OLP "A""), Kinder Morgan Operating L.P. "B", a Delaware limited partnership ("OLP "B""), Kinder Morgan Operating L.P. "C", a Delaware limited partnership ("OLP "C""), Kinder Morgan Operating L.P. "D", a Delaware limited partnership ("OLP "D""), and Kinder Morgan CO2 Company, L.P., a Texas limited partnership ("CO2" and together with OLP "A," OLP "B," OLP "C," and OLP "D," the "Operating Partnerships," and, together with the Master Partnership, the "Partnerships"), and amends the Delegation of Control Agreement dated May 18, 2001 among the General Partner, Manage

AMENDING AGREEMENT
Delegation of Control Agreement • May 5th, 2005 • Enbridge Energy Management L L C • Crude petroleum & natural gas

WHEREAS the parties have entered into that certain Delegation of Control Agreement dated as of October 17, 2002, (the "Delegation Agreement").

INTRODUCTION
Delegation of Control Agreement • October 29th, 2004

Enbridge Energy Partners, L.P.(the “Partnership”) is a Delaware limited partnership whose Class A Common Units are registered under Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and are listed on the New York Stock Exchange. Prior to 2002, the business and affairs of the Partnership were managed by its general partner, Enbridge Energy Company, Inc. (“EECI”), a Delaware Company. Pursuant to a Delegation of Control Agreement (the “Delegation Agreement”), the General Partner delegated its control and management over the business and affairs of the Partnership to Enbridge Energy Management, L.L.C., a Delaware limited liability company (“EEM”). Through the operation of the Delegation Agreement and the Agreement of Limited Partnership of the Partnership, the board of directors of EEM and its standing committees, rather than the board of the general partner and its standing committees, perform most of the functions of the board of directors and standi

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