Working Capital Loan Agreement (2013)Full Document 

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[FORM OF SUBORDINATION LEGEND

REQUIRED BY SENIOR INDEBTEDNESS]

WORKING CAPITAL LOAN AGREEMENT

THIS WORKING CAPITAL LOAN AGREEMENT (this "Agreement") is made as of , 2013 (the "Effective Date"), between Enbridge Energy Partners, L.P., a Delaware limited partnership ("EEP", collectively with any EEP subsidiary or EEP affiliate that provides financing to Borrower on behalf of EEP pursuant to this Agreement, or "Lender"), with principal offices at 1100 Louisiana Street, Suite 3300, Houston, Texas 77002, and Midcoast Operating, L.P., a Texas limited partnership ("Borrower"), with principal offices at 1100 Louisiana Street, Suite 3300, Houston, Texas 77002.

Background. In contemplation of EEP’s initial public offering of Midcoast Energy Partners, L.P., a Delaware limited partnership ("MEP"), Borrower, as the principal operating subsidiary of MEP, has requested Lender, and Lender has agreed, to continue Lender’s direct loan financial support to Borrower, subject to the conditions and upon the terms of this Agreement; and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower and Lender agree as provided in this Agreement.

1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

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