0001193125-13-354912 Sample Contracts

Amended and Restated Agreement of Limited Partnership of Midcoast Operating, L.P.
Midcoast Energy Partners, L.P. • September 3rd, 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 [ — ], 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”).

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FINANCIAL SUPPORT AGREEMENT
Financial Support Agreement • September 3rd, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • New York

This Financial Support Agreement (“Agreement”) is entered into by and between Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”), and Midcoast Operating, L.P., a Texas limited partnership (“Midcoast”). The effective date of this Agreement is [ ], 2013 (the “Effective Date”).

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