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
