FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MIDCOAST ENERGY PARTNERS, L.P. A Delaware Limited Partnership Dated as of November 13, 2013Midcoast Energy Partners, L.P. • November 18th, 2013 • Natural gas transmisison & distribution • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MIDCOAST ENERGY PARTNERS, L.P., dated as of November 13, 2013, is entered into by and between MIDCOAST HOLDINGS, L.L.C., a Delaware limited liability company, as the General Partner, and ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
MIDCOAST ENERGY PARTNERS, L.P. 18,500,000 Class A Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
Midcoast Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Midcoast Holdings, L.L.C., a Delaware limited liability company (the “General Partner”), Midcoast Operating, L.P., a Texas limited partnership (the “Operating Partnership”), Midcoast OLP GP, L.L.C., a Delaware limited liability company (the “OLP GP”), and Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Partnership and the purchase by the Underwriters, acting severally and not jointly, of
Amended and Restated Agreement of Limited Partnership of Midcoast Operating, L.P.Midcoast Energy Partners, L.P. • November 18th, 2013 • Natural gas transmisison & distribution • Texas
This Amended and Restated Agreement of Limited Partnership (this “Agreement”) of Midcoast Operating, L.P. (the “Partnership”), effective as of November 13, 2013 (the “Effective Date”), is entered into by and among Midcoast OLP GP, L.L.C., a Delaware limited liability company (the “General Partner”), Midcoast Energy Partners, L.P., a Delaware limited partnership (“MEP”), and Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP” and, together with MEP, the “Limited Partners”).
ContractFinancial Support Agreement • November 18th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
THIS AGREEMENT, THE INDEBTEDNESS EVIDENCED HEREBY OR ANY LIEN OR SECURITY INTEREST OR COLLATERAL SECURING SUCH INDEBTEDNESS, IS SUBORDINATED, IN THE MANNER AND TO THE EXTENT SET FORTH IN AN AGREEMENT DATED AS OF NOVEMBER 13, 2013 (AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED, MODIFIED, OR SUPPLEMENTED, THE “SUBORDINATION AGREEMENT”), BY THE OBLIGOR AND OBLIGEE OF THIS AGREEMENT IN FAVOR OF BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT FOR THE “LENDERS” REFERRED TO THEREIN, TO ALL SENIOR INDEBTEDNESS (AS DEFINED THEREIN), AND EACH HOLDER OF OBLIGATIONS UNDER THIS AGREEMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE SUBORDINATION AGREEMENT.
OMNIBUS AGREEMENTOmnibus Agreement • November 18th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Delaware
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined below) among Enbridge Inc., a corporation incorporated under the laws of Canada (“Enbridge”), Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”), Midcoast Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Midcoast Holdings, L.L.C., a Delaware limited liability company and general partner of the Partnership (the “General Partner”), Midcoast OLP GP, L.L.C., a Delaware limited liability company (“OLP GP”), and Midcoast Operating, L.P., a Texas limited partnership (“Midcoast Operating”).
AMENDED AND RESTATED ALLOCATION AGREEMENTAllocation Agreement • November 18th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties to this Agreement, the parties hereto agree to amend and restate the Original Allocation Agreement as set forth in this Agreement.
CREDIT AGREEMENT Dated as of , 2013 among MIDCOAST ENERGY PARTNERS, L.P., as Parent Borrower, MIDCOAST OPERATING, L.P., as Opco Borrower, the Subsidiary Guarantors, as guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and...Credit Agreement • October 16th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
The Applicable Rate in effect from the Closing Date through the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a)(i) for the fiscal quarter ending September 30, 2013 shall be determined based upon Pricing Level IV. Thereafter, the Applicable Rate shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the day by which the Parent Borrower is required to provide a Compliance Certificate pursuant to Section 6.02(a)(i) for the most recently ended fiscal quarter of the Parent Borrower and shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Parent Borrower preceding the applicable Calculation Date as reflected in the applicable Compliance Certificate; provided that if the Parent Borrower fails to provide the Compliance Certificate as required by Section 6.02(a)(i) for the most recently ended calendar quarter of
INTERCORPORATE SERVICES AGREEMENT among ENBRIDGE ENERGY PARTNERS, L.P., MIDCOAST ENERGY PARTNERS, L.P. and MIDCOAST OPERATING, L.P. Dated effective as of November 13, 2013Intercorporate Services Agreement • November 18th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Texas
This INTERCORPORATE SERVICES AGREEMENT (this “Agreement”) is made effective as of November 13, 2013 (the “Effective Date”) by and among Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”), Midcoast Energy Partners, L.P., a Delaware limited partnership (“MEP”), and Midcoast Operating, L.P., a Texas limited partnership (“Midcoast” and together with MEP, the “Partnership Parties”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 19th, 2014 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Texas
This Purchase and Sale Agreement (this “Agreement”), dated as of June 18, 2014 (the “Execution Date”), is by and between Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”), and Midcoast Energy Partners, L.P., a Delaware limited partnership (“MEP”). Each of EEP and MEP is a “Party” and, collectively, are the “Parties”.
SUBORDINATION AGREEMENT by MIDCOAST ENERGY PARTNERS, L.P., MIDCOAST OPERATING, L.P., Other Credit Parties from time to time party hereto and ENBRIDGE ENERGY PARTNERS, L.P., Certain of its Subsidiaries and Affiliates from time to time party hereto In...Subordination Agreement • December 20th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
THIS SUBORDINATION AGREEMENT made as of November 13, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (“MEP”), MIDCOAST OPERATING, L.P., a Texas limited partnership (“Midcoast,” and together with MEP, collectively, the “Borrowers” and individually, a “Borrower”), the other Credit Parties (as defined below) party hereto or from time to time party hereto, ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (“EEP”), the subsidiaries and other affiliates of EEP party hereto or from time to time party hereto (each an “EEP Affiliate,” and together with EEP and each of their respective successors and permitted assigns, collectively, the “Subordinated Creditors” and individually, a “Subordinated Creditor”), in favor of BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer, and the Senior Lenders (as defined below).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 18th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of November 13, 2013 (this “Agreement”), is by and among ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (“EEP”), MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), MIDCOAST HOLDINGS, L.L.C., a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), MIDCOAST OPERATING, L.P., a Texas limited partnership (the “Operating Partnership”), and MIDCOAST OLP GP, L.L.C., a Delaware limited liability company (the “OLP GP”) (each, a “Party” and collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 26, 2017 BY AND AMONG ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE HOLDINGS (LEATHER) L.L.C., MIDCOAST ENERGY PARTNERS, L.P. AND MIDCOAST HOLDINGS, L.L.C.Agreement and Plan of Merger • January 27th, 2017 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Delaware
CREDIT AGREEMENT Dated as of November 13, 2013 among MIDCOAST ENERGY PARTNERS, L.P., as Parent Borrower, MIDCOAST OPERATING, L.P., as Opco Borrower, the Subsidiary Guarantors, as guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line...Security Agreement • November 18th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
The Applicable Rate in effect from the Closing Date through the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a)(i) for the fiscal quarter ending September 30, 2013 shall be determined based upon Pricing Level IV. Thereafter, the Applicable Rate shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the day by which the Parent Borrower is required to provide a Compliance Certificate pursuant to Section 6.02(a)(i) for the most recently ended fiscal quarter of the Parent Borrower and shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Parent Borrower preceding the applicable Calculation Date as reflected in the applicable Compliance Certificate; provided that if the Parent Borrower fails to provide the Compliance Certificate as required by Section 6.02(a)(i) for the most recently ended calendar quarter of
ENBRIDGE EMPLOYEE SERVICES, INC. EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN ENBRIDGE EMPLOYEE SERVICES, INC. - and - C. Gregory Harper Dated as of January 30, 2014Executive Employment Agreement • February 18th, 2014 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Texas
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained, it is hereby agreed as set forth below.
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND EXTENSION AGREEMENTCredit Agreement • September 9th, 2015 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND EXTENSION AGREEMENT, dated as of September 3, 2015 (this “Amendment”), is by and among MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Parent Borrower”), MIDCOAST OPERATING, L.P., a Texas limited partnership (the “Opco Borrower” and, together with the Parent Borrower, the “Borrowers”), the Subsidiary Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), a Swing Line Lender and an L/C Issuer.
SUPPORT AGREEMENT BY AND AMONGSupport Agreement • January 27th, 2017 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Delaware
This SUPPORT AGREEMENT, dated as of January 26, 2017 (this “Agreement”), is by and among MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (“MEP”), ENBRIDGE ENERGY COMPANY, INC., a Delaware corporation (“EECI”), and ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (“EEP”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MIDCOAST OPERATING, L.P. July 29, 2015Midcoast Energy Partners, L.P. • July 30th, 2015 • Natural gas transmisison & distribution • Texas
This Amendment No. 1 (this “Amendment No. 1”) to the Amended and Restated Agreement of Limited Partnership dated November 13, 2013 (as amended, the “Partnership Agreement”) of Midcoast Operating, L.P. (the “Partnership”) is hereby adopted by Midcoast OLP GP, L.L.C., a Delaware limited liability company (the “General Partner”), Midcoast Energy Partners, L.P., a Delaware limited partnership (“MEP”), and Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP” and, together with MEP, the “Limited Partners”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
RECEIVABLES PURCHASE AGREEMENT DATED AS OF JUNE 28, 2013 BETWEEN THE SELLERS FROM TIME TO TIME PARTIES HERETO, AS SELLERS, ENBRIDGE ENERGY PARTNERS, L.P., AS COLLECTION AGENT AND ENBRIDGE RECEIVABLES (U.S.) L.L.C., AS BUYERReceivables Purchase Agreement • September 30th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 28, 2013, is entered into among the Sellers (as defined below) from time to time parties hereto, Enbridge Energy Partners, L.P., a Delaware limited partnership, as the collection agent (in such capacity, together with its successors and permitted assigns in such capacity and any successor collection agent designated in accordance with the terms of this Agreement, the “Collection Agent”) and Enbridge Receivables (U.S.) L.L.C., a Delaware limited liability company (the “Buyer”).
GUARANTY AGREEMENT Dated as of September 30, 2014 of MIDCOAST OPERATING, L.P., ENBRIDGE G & P (EAST TEXAS) L.P., ENBRIDGE PIPELINES (EAST TEXAS) L.P., ENBRIDGE G & P (OKLAHOMA) L.P., ENBRIDGE PIPELINES (NORTH TEXAS) L.P., ENBRIDGE G & P (NORTH TEXAS)...Guaranty Agreement • October 6th, 2014 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
THIS GUARANTY AGREEMENT, dated as of September 30, 2014 (this “Guaranty Agreement”), is made by each of the undersigned (each a “Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 13.1 hereof, the “Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”
FORM OF SUBORDINATION LEGEND REQUIRED BY SENIOR INDEBTEDNESS] WORKING CAPITAL LOAN AGREEMENTCapital Loan Agreement • October 16th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
THIS WORKING CAPITAL LOAN AGREEMENT (this “Agreement”) is made as of , 2013 (the “Effective Date”), between Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”, collectively with any EEP subsidiary or EEP affiliate that provides financing to Borrower on behalf of EEP pursuant to this Agreement, or “Lender”), with principal offices at 1100 Louisiana Street, Suite 3300, Houston, Texas 77002, and Midcoast Operating, L.P., a Texas limited partnership (“Borrower”), with principal offices at 1100 Louisiana Street, Suite 3300, Houston, Texas 77002.
MIDCOAST HOLDINGS, L.L.C. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 30th, 2015 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Delaware
AMENDED AND RESTATED SUBORDINATION AGREEMENT by MIDCOAST ENERGY PARTNERS, L.P., MIDCOAST OPERATING, L.P., Other Credit Parties from time to time party hereto and ENBRIDGE ENERGY PARTNERS, L.P., Certain of its Subsidiaries and Affiliates from time to...Subordination Agreement • October 6th, 2014 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT made as of September 30, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (“MEP”), MIDCOAST OPERATING, L.P., a Texas limited partnership (“Midcoast” and together with MEP, collectively, the “Borrowers” and individually, a “Borrower”), the other Credit Parties (as defined below) party hereto or from time to time party hereto, ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (“EEP”), the subsidiaries and other affiliates of EEP party hereto or from time to time party hereto (each an “EEP Affiliate” and together with EEP and each of their respective successors and permitted assigns, collectively, the “Subordinated Creditors” and individually, a “Subordinated Creditor”), in favor of BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer, and the Senior Lenders (as d
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND EXTENSION AGREEMENTCredit Agreement and Extension Agreement • October 6th, 2014 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT made as of September 30, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (“MEP”), MIDCOAST OPERATING, L.P., a Texas limited partnership (“Midcoast” and together with MEP, collectively, the “Borrowers” and individually, a “Borrower”), the other Credit Parties (as defined below) party hereto or from time to time party hereto, ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (“EEP”), the subsidiaries and other affiliates of EEP party hereto or from time to time party hereto (each an “EEP Affiliate” and together with EEP and each of their respective successors and permitted assigns, collectively, the “Subordinated Creditors” and individually, a “Subordinated Creditor”), in favor of BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer, and the Senior Lenders (as d
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • September 30th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
This FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of September 20, 2013 (the “Effective Date”), amends the Receivables Purchase Agreement dated as of June 28, 2013 (the “Receivables Purchase Agreement”), and is made by and among the Sellers party thereto, Enbridge Energy Partners, L.P., a Delaware limited partnership, as the Collection Agent, and Enbridge Receivables (U.S.) L.L.C., a Delaware limited liability company (the “Buyer”). All initially-capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Receivables Purchase Agreement unless the context clearly indicates otherwise.
MIDCOAST ENERGY PARTNERS, L.P. Performance Stock Unit AgreementPerformance Stock Unit Agreement • May 1st, 2015 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Delaware
This Performance Stock Unit Agreement (this “Agreement”) is made as of , 20 between Midcoast Holdings, L.L.C. (the “Company”) - the general partner of Midcoast Energy Partners, L.P. (the “Partnership”) - and the participant listed above (the “Participant”) pursuant to the Midcoast Energy Partners, L.P. 2013 Long-Term Incentive Plan (the “Plan”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • October 31st, 2016 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of September 30, 2016 (this “Amendment”), is by and among MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Parent Borrower”), MIDCOAST OPERATING, L.P., a Texas limited partnership (the “Opco Borrower” and, together with the Parent Borrower, the “Borrowers”), the Subsidiary Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), a Swing Line Lender and an L/C Issuer.
SUBORDINATION AGREEMENT by MIDCOAST ENERGY PARTNERS, L.P., and Other Obligors from time to time party hereto and ENBRIDGE ENERGY PARTNERS, L.P., and Certain of its Subsidiaries and Affiliates from time to time party hereto In favor of THE NOTEHOLDERS...Subordination Agreement • October 6th, 2014 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York
THIS SUBORDINATION AGREEMENT made as of September 30, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Issuer”), MIDCOAST OPERATING, L.P., a Texas limited partnership (“Midcoast”), the other Obligors (as defined below) party hereto or from time to time party hereto, ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership (“EEP”), the subsidiaries and other affiliates of EEP party hereto or from time to time party hereto (each an “EEP Affiliate,” and together with EEP and each of their respective successors and permitted assigns, collectively, the “Subordinated Creditors” and individually, a “Subordinated Creditor”), in favor of the Noteholders (as defined below).
