SUBORDINATION AGREEMENT by MIDCOAST ENERGY PARTNERS, L.P., MIDCOAST OPERATING, L.P., Other Credit Parties from time to time party hereto and ENBRIDGE ENERGY PARTNERS, L.P., Certain of its Subsidiaries and Affiliates from time to time party hereto In...Subordination Agreement • November 19th, 2013 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • New York
THIS SUBORDINATION AGREEMENT made as of November 13, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (“MEP”), MIDCOAST OPERATING, L.P., a Texas limited partnership (“Midcoast,” and together with MEP, collectively, the “Borrowers” and individually, a “Borrower”), the other Credit Parties (as defined below) party hereto or from time to time party hereto, ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (“EEP”), the subsidiaries and other affiliates of EEP party hereto or from time to time party hereto (each an “EEP Affiliate,” and together with EEP and each of their respective successors and permitted assigns, collectively, the “Subordinated Creditors” and individually, a “Subordinated Creditor”), in favor of BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer, and the Senior Lenders (as defined below).
OMNIBUS AGREEMENTOmnibus Agreement • November 19th, 2013 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined below) among Enbridge Inc., a corporation incorporated under the laws of Canada (“Enbridge”), Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”), Midcoast Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Midcoast Holdings, L.L.C., a Delaware limited liability company and general partner of the Partnership (the “General Partner”), Midcoast OLP GP, L.L.C., a Delaware limited liability company (“OLP GP”), and Midcoast Operating, L.P., a Texas limited partnership (“Midcoast Operating”).
AMENDED AND RESTATED ALLOCATION AGREEMENTAllocation Agreement • November 19th, 2013 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties to this Agreement, the parties hereto agree to amend and restate the Original Allocation Agreement as set forth in this Agreement.
CREDIT AGREEMENT Dated as of November 13, 2013 among MIDCOAST ENERGY PARTNERS, L.P., as Parent Borrower, MIDCOAST OPERATING, L.P., as Opco Borrower, the Subsidiary Guarantors, as guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line...Security Agreement • November 19th, 2013 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • New York
The Applicable Rate in effect from the Closing Date through the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a)(i) for the fiscal quarter ending September 30, 2013 shall be determined based upon Pricing Level IV. Thereafter, the Applicable Rate shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the day by which the Parent Borrower is required to provide a Compliance Certificate pursuant to Section 6.02(a)(i) for the most recently ended fiscal quarter of the Parent Borrower and shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Parent Borrower preceding the applicable Calculation Date as reflected in the applicable Compliance Certificate; provided that if the Parent Borrower fails to provide the Compliance Certificate as required by Section 6.02(a)(i) for the most recently ended calendar quarter of
ContractAgreement • November 19th, 2013 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • New York
THIS AGREEMENT, THE INDEBTEDNESS EVIDENCED HEREBY OR ANY LIEN OR SECURITY INTEREST OR COLLATERAL SECURING SUCH INDEBTEDNESS, IS SUBORDINATED, IN THE MANNER AND TO THE EXTENT SET FORTH IN AN AGREEMENT DATED AS OF NOVEMBER 13, 2013 (AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED, MODIFIED, OR SUPPLEMENTED, THE “SUBORDINATION AGREEMENT”), BY THE OBLIGOR AND OBLIGEE OF THIS AGREEMENT IN FAVOR OF BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT FOR THE “LENDERS” REFERRED TO THEREIN, TO ALL SENIOR INDEBTEDNESS (AS DEFINED THEREIN), AND EACH HOLDER OF OBLIGATIONS UNDER THIS AGREEMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE SUBORDINATION AGREEMENT.
