Form of MIDCOAST ENERGY PARTNERS, L.P. [ ] Class A Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 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 and [ ] 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 the respective numbers of Class A common units re
OMNIBUS AGREEMENTOmnibus Agreement • October 7th, 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 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 • October 7th, 2013 • Midcoast Energy Partners, L.P. • Natural gas transmisison & distribution • Alberta
(the Parent, EEP, EIFH, and MEP are referred to herein collectively as the “Enbridge Entities” or the “parties” and individually as an “Enbridge Entity” or “party”).
