FORM OF SUBORDINATION LEGEND REQUIRED BY SENIOR INDEBTEDNESS] FINANCIAL SUPPORT AGREEMENTFinancial Support Agreement • September 30th, 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”).
INTERCORPORATE SERVICES AGREEMENT among ENBRIDGE ENERGY PARTNERS, L.P., MIDCOAST ENERGY PARTNERS, L.P. and MIDCOAST OPERATING, L.P. Dated effective as of , 2013Intercorporate Services Agreement • September 30th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Texas
This INTERCORPORATE SERVICES AGREEMENT (this “Agreement”) is made effective as of , 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”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • September 30th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of [ ], 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”).
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”).
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.
