Common use of Comprised of Clause in Contracts

Comprised of. Type of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Loan Notice EXHIBIT B-1 FORM OF LOAN NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 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 Credit Agreement. All payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit 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 Credit 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 any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line 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 November 13, 2013 (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 Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]

Comprised of. [Type of Swing Line Term Loan requested The Swing Line Borrowing requested herein complies requested] 4. For Eurodollar Rate Loans: with the requirements an Interest Period of the provisos to the first sentence of Section 2.04(a) of the Agreementmonths. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company RESMED INC. By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Loan Notice F or p er so na l u se o nl y EXHIBIT B-1 B FORM OF LOAN NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower“ Borrower ”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender“ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13April 4, 2013 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” “ Agreement ”; the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of AmericaMUFG Union Bank, N.A., as Administrative Agent, an L/C Issuer Joint Lead Arranger and Swing Line LenderJoint Book Runner, HSBC Bank USA, National Association, as Joint Lead Arranger and Joint Book Runner and HSBC Bank Australia Limited, as Joint Lead Arranger and Joint Book Runner. 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, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties Guaranty. Upon the occurrence and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit 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 Credit 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 any kind in connection with protest, demand, dishonor and non-payment of this Note. F or p er so na l u se o nl THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKCALIFORNIA. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company RESMED INC. By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal F or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line 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 November 13, 2013 (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 Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]p er so na l u se o nl

Comprised of. [Type of New Vehicle Swing Line Loan requested requested: Eurodollar Rate Loan or Base Rate Loan] Form of New Vehicle Swing Line Loan Notice The New Vehicle Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. [MIDCOAST ENERGY PARTNERSCARMAX AUTO SUPERSTORES, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of New Vehicle Swing Line Loan Notice EXHIBIT B-1 D FORM OF LOAN NOTE $ [ ], 20 2011 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to CarMax Auto Superstores, Inc. (the “Revolving Borrower”) or any Designated Borrower under that certain Credit Agreement, dated as of November 13August 26, 2013 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Revolving Borrower, CarMax, Inc., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The Each Borrower promises promises, jointly and severally, 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, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans and in Section 2.05(h) of the Agreement with respect to New Vehicle Swing Line Loans, all payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made also entitled to the Credit Agreement and other Loan Documents for a description benefits of the properties Guaranties. Upon the occurrence and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit 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 Credit 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 Each Borrower, for itself, itself and for its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERSCARMAX AUTO SUPERSTORES, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [OR] [MIDCOAST OPERATINGCARMAX OF LAUREL, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company LLC By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 FORM OF SWING LINE NOTE $ CARMAX AUTO MALL, 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company LLC By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line Note EXHIBIT C E 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 November 13August 26, 2013 2011 (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 Midcoast Energy PartnersCarMax Auto Superstores, L.P. and Midcoast OperatingInc., L.P. a Virginia corporation (collectively, the “BorrowersRevolving Borrower”), CarMax, Inc., a Virginia corporation (the “Company”), the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and the New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that he/she is the of the General PartnerCompany, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent BorrowerCompany, and that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. [Type of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreementbe prepaid] HEALTH NET, INC. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] Form 1 If such prepayment is to be funded with the proceeds of Swing Line Loan a refinancing of the Loans and Commitments, specify the same and provide that such Prepayment Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form may be revoked if such refinancing is not consummated. Table of Swing Line Loan Notice Contents EXHIBIT B-1 D-1 FORM OF LOAN REVOLVING NOTE $ Date: , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), ) hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 24, 2013 2011 (as amended, amended and restated, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”; the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note 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 Credit Agreement. This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit 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 Revolving 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 any kind in connection with protest, demand, dishonor and non-payment of this Revolving Note. Table of Contents THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERSHEALTH NET, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form Table of Loan Note Contents LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form Table of Loan Note Contents EXHIBIT B-2 D-2 FORM OF SWING LINE NOTE $ Date: , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] BANK OF AMERICA, N.A. or registered assigns (the “Swing Line Lender”), at such time or times in accordance with the provisions of the Agreement (as provided in the Credit Agreement referred to belowhereinafter defined), the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 24, 2013 2011 (as amended, amended and restated, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”; the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note in respect of Swing Line Loans shall be made directly to the Swing Line Lender in Dollars in immediately available funds at the Swing Line LenderAdministrative 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 Credit Agreement. This Swing Line Note is one of the Swing Line Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Swing Line Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Swing Line Note. Table of Contents THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERSHEALTH NET, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form Table of Swing Line Note SWING LINE Contents LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form Table of Swing Line Note Contents EXHIBIT C E 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 November 13October 24, 2013 2011 (as amended, amended and restated, 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 Midcoast Energy PartnersHealth Net, L.P. and Midcoast OperatingInc., L.P. a Delaware corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General PartnerBorrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]:]

Comprised of. [Type of Committed Loan requested] 4 In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. [NAME OF APPLICABLE BORROWER] By: Name: Title: #5667179 EXHIBIT B FORM OF SWING LINE LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Swing Line Loan requested Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of June 19, 2018 (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 Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1 On (a Business Day). 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company NAME OF APPLICABLE BORROWER] By: Name: Title: EXHIBIT C FORM OF NOTE [$Commitment Amount] [OR] Form June 19, 2018 Each of Swing Line Loan Notice [MIDCOAST OPERATINGCore Laboratories N.V., L.P.a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, corporation (each herein called a Delaware limited liability company By: Name: Title: ] Form of Swing Line Loan Notice EXHIBIT B-1 FORM OF LOAN NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (“Borrower” and collectively called the “BorrowerBorrowers”), hereby jointly and severally promises to pay to the order of or its permitted registered assigns [NAME OF LENDER] (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of each Loan from time to time all Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 pursuant to the Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein hereinafter defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. 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 Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes referred to in the Credit Agreementissued pursuant to, and is entitled to the benefits thereof of, that certain Seventh Amended and is subject to optional prepayment in whole or in part Restated Credit Agreement dated as provided therein. This Note of June 19, 2018 (which, as it may be secured amended or modified and in effect from time to time, is guaranteed herein called the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as provided in the Credit Administrative Agent, to which Agreement and other Loan Documents. Reference reference is hereby made to the Credit Agreement and other Loan Documents for a description statement of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon governing this Note, including the terms and conditions under which the security interests were or this Note may be granted prepaid or its maturity date accelerated. This Note is guaranteed pursuant to the Guaranties, all as more specifically described in the Agreement, and upon which each guarantee was granted and the rights reference is made thereto for a statement of the holder of this Note in respect terms and provisions thereof. During Capitalized terms used herein and not otherwise defined herein are used with the continuance of one or more of the Events of Default specified meanings attributed to them in the Credit 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 Credit 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 any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKTEXAS. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERS, L.P.CORE LABORATORIES N.V., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware Netherlands limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C.Core Laboratories International B.V., its general partner, a Delaware limited liability company sole Managing Director By: Name: Xxxxxxx Xxxxxxxx Title: ] Form of Loan Note Managing Director CORE LABORATORIES (U.S.) INTERESTS HOLDINGS, INC., a Texas corporation By: Name: Xxxxxxxxxxx Xxxx Title: Chief Financial Officer SCHEDULE OF LOANS AND PAYMENTS WITH RESPECT THERETO OF PRINCIPAL TO NOTE OF CORE LABORATORIES N.V. AND CORE LABORATORIES (U.S.) INTERESTS HOLDINGS, INC., DATED June 19, 2018 Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line 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 November 13, 2013 (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 Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]

Comprised of. [Type of New Vehicle Swing Line Loan requested requested: Eurodollar Rate Loan or Base Rate Loan] Form of New Vehicle Swing Line Loan Notice The New Vehicle Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. [MIDCOAST ENERGY PARTNERSCARMAX AUTO SUPERSTORES, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of New Vehicle Swing Line Loan Notice EXHIBIT B-1 D FORM OF LOAN NOTE $ August 24, 20 2005 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to the order of _____________________ or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to CarMax Auto Superstores, Inc. (the “Revolving Borrower”) or any Designated Borrower under that certain Credit Agreement, dated as of November 13August 24, 2013 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Revolving Borrower, CarMax, Inc., the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The Each Borrower promises promises, jointly and severally, 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, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans and in Section 2.05(h) of the Agreement with respect to New Vehicle Swing Line Loans, all payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured is also entitled to the benefits of the Guaranties and is guaranteed as provided in secured by the Credit Agreement Collateral. Upon the occurrence and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit 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 Credit 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 Each Borrower, for itself, itself and for its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERSCARMAX AUTO SUPERSTORES, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC.] By: Name: Title: [EACH DESIGNATED BORROWER] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ Form of Swing Line Note EXHIBIT C E 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 November 13August 24, 2013 2005 (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 Midcoast Energy PartnersCarMax Auto Superstores, L.P. and Midcoast OperatingInc., L.P. a Virginia corporation (collectively, the “BorrowersRevolving Borrower”), CarMax, Inc., a Virginia corporation (the “Company”), the Subsidiary Guarantors Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer Issuer, Swing Line Lender and the New Vehicle Swing Line Lender. The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that he/she is the _____________________________________________ of the General PartnerCompany, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent BorrowerCompany, and that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. Type of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Loan Notice EXHIBIT B-1 FORM OF LOAN NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 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 Credit Agreement. All payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit 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 Credit 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 any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line 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 November 13, 2013 (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 Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]

Comprised of. [Type of Swing Line Loan requested Loan] The Swing Line Borrowing requested herein complies with clause (i) of the requirements of the provisos first proviso to the first sentence of Section 2.04(a) of the Agreement. [MIDCOAST ENERGY PARTNERSXXXXXX AUTOMOTIVE GROUP, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Loan Notice EXHIBIT B-1 C FORM OF LOAN NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), ) hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13September 26, 2013 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 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, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured is also entitled to the benefits of the Subsidiary Guaranty and is guaranteed as provided in secured by the Credit Agreement Collateral. Upon the occurrence and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit 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 Credit 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 any kind in connection with protest, demand, dishonor and non-payment of this Note. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERSXXXXXX AUTOMOTIVE GROUP, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line Note EXHIBIT C D 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 November 13September 26, 2013 2008 (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 Midcoast Energy PartnersXxxxxx Automotive Group, L.P. and Midcoast OperatingInc., L.P. a Delaware corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer] [Treasurer] [Controller] of the General PartnerBorrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. [Type of Loan requested] With respect to such Borrowing of Swing Line Loan requested The Swing Line Borrowing requested herein Loans, the Borrower hereby represents and warrants that (i) such request complies with the requirements of the provisos first proviso to the first sentence of Section 2.04(a) of the AgreementCredit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing of Swing Line Loans. [MIDCOAST ENERGY PARTNERSENERGEN CORPORATION, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company an Alabama corporation By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Loan Notice EXHIBIT B-1 Exhibit 2.11(a) FORM OF LOAN NOTE $ , 20 201 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Borrower, the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 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, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit 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 Credit 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 any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERSENERGEN CORPORATION, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company an Alabama corporation By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 Exhibit 3.01(a) FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned U.S. TAX COMPLIANCE CERTIFICATE (the “Borrower”), For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby promises made to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”) among Energen Corporation, an Alabama corporation (the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined“Borrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoidentified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, an L/C Issuer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Swing Line LenderBorrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. The By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower promises to pay interest on and the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest ratesAdministrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such times as are specified payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder[NAME OF LENDER] By: Name: Title: Date: , such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment 20 Exhibit 3.01(b) FORM OF U.S. TAX COMPLIANCE CERTIFICATE (and before as well as after judgmentFor Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line 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 November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)”) among Energen Corporation, among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. an Alabama corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoidentified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, an L/C Issuer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Swing Line Lenderparticipation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned Responsible Officer has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Exhibit 3.01(c) FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 30, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Energen Corporation, an Alabama corporation (the “Borrower”), the Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Exhibit 3.01(d) FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 30, 2012 (as amended, supplemented or otherwise modified from time to time, the date hereof “Credit Agreement”) among Energen Corporation, an Alabama corporation (the “Borrower”), the Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that he/she (i) it is the sole record owner of the General PartnerLoan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and that, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as such, he/she is authorized to execute and deliver this Certificate to described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent on and the behalf Borrower with IRS Form W-8IMY accompanied by one of the Parent following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20 Exhibit 7.02 FORM OF COMPLIANCE CERTIFICATE For the fiscal quarter ended , 201 . I, , [Title] of Energen Corporation, an Alabama corporation (the “Borrower”) hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of October 30, 2012 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Borrower, the Guarantors, the Lenders and thatBank of America, N.A., as Administrative Agent: [Use the following paragraph (a) for fiscal year-end financial statements.]

Comprised of. [Type of Loan requested] With respect to such Borrowing of Swing Line Loan requested The Swing Line Borrowing requested herein Loans, the Borrower hereby represents and warrants that (i) such request complies with the requirements of the provisos first proviso to the first sentence of Section 2.04(a) of the AgreementCredit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing of Swing Line Loans. [MIDCOAST ENERGY PARTNERSALABAMA GAS CORPORATION, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company an Alabama corporation By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Loan Notice EXHIBIT B-1 Exhibit 2.11(a) FORM OF LOAN NOTE $ , 20 201__ FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party theretoBorrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. 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, rates and at such times as are specified provided in the Credit Agreement. All payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made subject to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which provided therein. Upon the security interests were or may be granted occurrence and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit 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 Credit 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 any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERSALABAMA GAS CORPORATION, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company an Alabama corporation By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 Exhibit 3.01(a) FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned U.S. TAX COMPLIANCE CERTIFICATE (the “Borrower”), For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby promises made to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”) among Alabama Gas Corporation, an Alabama corporation (the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined“Borrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoidentified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, an L/C Issuer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Swing Line LenderBorrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. The By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower promises to pay interest on and the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest ratesAdministrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such times as are specified payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder[NAME OF LENDER] By: Name: Title: Date: , such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment 20 Exhibit 3.01(b) FORM OF U.S. TAX COMPLIANCE CERTIFICATE (and before as well as after judgmentFor Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line 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 November 13October 30, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)”) among Alabama Gas Corporation, among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. an Alabama corporation (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party theretoidentified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, an L/C Issuer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Swing Line Lenderparticipation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned Responsible Officer has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Exhibit 3.01(c) FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 30, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Alabama Gas Corporation, an Alabama corporation (the “Borrower”), the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Exhibit 3.01(d) FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 30, 2012 (as amended, supplemented or otherwise modified from time to time, the date hereof “Credit Agreement”) among Alabama Gas Corporation, an Alabama corporation (the “Borrower”), the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that he/she (i) it is the sole record owner of the General PartnerLoan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and that, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as such, he/she is authorized to execute and deliver this Certificate to described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent on and the behalf Borrower with IRS Form W-8IMY accompanied by one of the Parent following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20 Exhibit 7.02 FORM OF COMPLIANCE CERTIFICATE For the fiscal quarter ended , 201 . I, , [Title] of Alabama Gas Corporation, an Alabama corporation (the “Borrower”) hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of October 30, 2012 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Borrower, the Lenders and thatBank of America, N.A., as Administrative Agent: [Use the following paragraph (a) for fiscal year-end financial statements.]

Comprised of. Type 4. For Eurodollar Rate Loans: with an Interest Period of Swing Line Loan requested The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreementmonths. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership BORROWER By: Midcoast HoldingsENBRIDGE ENERGY MANAGEMENT, L.L.C., as delegate of Enbridge Energy Company, Inc., its general partner, a Delaware limited liability company General Partner By: Name: Title: ] [OR] Form 1 If conversion of Swing Line Loan Notice [MIDCOAST OPERATINGCommitted Loans to Term Loans is selected, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Loan Notice EXHIBIT B-1 FORM OF LOAN NOTE $ , 20 FOR VALUE RECEIVED, such amount shall be the undersigned (the “Borrower”), hereby promises to pay to the order of or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal entire amount of each Loan from time Committed Loans outstanding. 2 With respect to time made by the Lender Committed Loans. 3 With respect to the Borrower under that certain Credit Agreement, dated as conversion of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time Committed Loans to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line LenderTerm Loans. 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 Credit Agreement. All payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit 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 Credit 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 any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 A-2 FORM OF SWING LINE NOTE $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line 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 Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line Note EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Financial Statement LOAN NOTICE Date: , To: Bank of AmericaJPMorgan Chase Bank, N.A.National Association, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13July 6, 2013 2012 (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 Midcoast Enbridge Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “BorrowersBorrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of AmericaJPMorgan Chase Bank, N.A.National Association, as Administrative Agent, an L/C Issuer and the a Swing Line Lender. The undersigned Responsible Officer hereby certifies as requests (select one): ¨ A Borrowing of Swing Line Loans ¨ A conversion of Swing Line Loans [Type of Swing Line Loan requested] The Swing Line Borrowing requested herein complies with the requirements of the date hereof that he/she is provisos to the first sentence of Section 2.04(a) of the General Partner, and thatAgreement. Exh A-2 Form of Swing Line Loan Notice To: [Name of applicable Swing Line Lender], as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]Swing Line Lender

Comprised of. [Type of Used Vehicle Floorplan Committed Loan requested] The Used Vehicle Floorplan Swing Line Loan requested The Swing Line Borrowing Borrowing, if any, requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.08(a) of the Credit Agreement. [MIDCOAST ENERGY PARTNERSSONIC AUTOMOTIVE, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: ] [OR] Form of Swing Line Loan Notice [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Used Vehicle Floorplan Swing Line Loan Notice EXHIBIT B-1 C FORM OF LOAN NOTE $ _______________, 20 20__ FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to the order of _____________________ or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined) ), the principal amount of each New Vehicle Floorplan Loan from time to time made by the Lender to Sonic Automotive, Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan Loan from time to time made by the Lender to the Borrower Company under that certain Second Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of November 13July 23, 2013 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”, the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined)Company, certain Subsidiaries of the Subsidiary Guarantors Company from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties). The Each Borrower promises promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until such principal amount is paid in full, at such interest rates, rates and at such times as are specified provided in the Credit Agreement. All Except as otherwise provided in Section 2.03(h) with respect to New Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle Floorplan Swing Line Loans, all payments of principal of and interest on this Note 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 Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment may be prepaid in whole or in part as subject to the terms and conditions provided therein. This Note may be secured is also entitled to the benefits of the Guaranties and is guaranteed as provided secured by the Collateral. [This Note is issued in replacement of a Note dated July 8, 2011, issued to the Credit Agreement and other Loan Documents. Reference is hereby made Lender pursuant to the Credit Agreement (the “Existing Note”), and other Loan Documents for a description does not effect any refinancing or extinguishment of the properties indebtedness and assets in which obligations of such Existing Note and is not a security interest has been or may be granted, novation but is a replacement of such Existing Note.] Upon the nature occurrence and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. New Vehicle Floorplan Loans and Used Vehicle Floorplan 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 Form of Note date, amount and maturity of its New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans and payments with respect thereto. The Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKNORTH CAROLINA. Exh B-1 -- 1 Form of Loan Note [MIDCOAST ENERGY PARTNERSSONIC AUTOMOTIVE, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company INC. By: Name: Title: [EACH NEW VEHICLE BORROWER] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Loan Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 -- 3 Form of Loan Note EXHIBIT B-2 FORM OF SWING LINE NOTE $ D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, 20 FOR VALUE RECEIVEDan] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, the undersigned (the an] “BorrowerAssignee”), hereby promises to pay to . [It is understood and agreed that the order rights and obligations of [the Swing Line LenderAssignors][the Assignees] (hereunder are several and not joint.]2 Capitalized terms used but not defined herein shall have the “Swing Line Lender”), at such time or times as provided meanings given to them in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 identified below (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined”), among receipt of a copy of which is hereby acknowledged by the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line LenderAssignee. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, Standard Terms and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’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 Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Credit Agreement. This Note is one of Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Notes referred Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, is entitled to as of the benefits thereof Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and is subject to optional prepayment obligations in whole or in part [its capacity as provided therein. This Note may be secured and is guaranteed a Lender][their respective capacities as provided in Lenders] under the Credit Agreement and any other Loan Documents. Reference is hereby made documents or instruments delivered pursuant thereto to the Credit Agreement extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation the New Vehicle Floorplan Swing Line Loans or the Used Vehicle Floorplan Swing Line Loans, as applicable, included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other Loan Documents for right of [the Assignor (in its capacity as a description of the properties and assets Lender)][the respective Assignors (in which a security interest has been their respective capacities as Lenders)] against any Person, whether known or may be grantedunknown, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were arising under or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all amounts then remaining unpaid on this Swing Line Note shall becomeother claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, or may be declared to be, immediately due and payable all except as expressly provided in the Credit Agreement. Loans made this Assignment and Assumption, without representation or warranty by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exh B-2 -- 1 Form of Swing Line Note [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: the][any] [OR] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] Form of Swing Line Note SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 -- 3 Form of Swing Line 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 November 13, 2013 (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 Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the “Borrowers”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]Assignor.