0001193125-13-444865 Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MIDCOAST ENERGY PARTNERS, L.P. A Delaware Limited Partnership Dated as of November 13, 2013
Midcoast 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:

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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”).

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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, 2013
Intercorporate 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”).

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Contract
Financial 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.

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OMNIBUS AGREEMENT
Omnibus 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”).

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AMENDED AND RESTATED ALLOCATION AGREEMENT
Allocation 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.

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, 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”).

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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

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