Exhibit 10.4


 




 


 


 


 


 


AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT





OF





Enbridge Holdings (DakTex) L.L.C.



a Delaware Limited Liability Company









Dated as of April 27, 2017


 


 


 


 





 


 




     

     


    

 


TABLE
OF CONTENTS


 


Page


 




	ARTICLE I Definitions and References	2
	Section 1.1.   Definitions.	2
	Section 1.2.   References and Construction.	12
	ARTICLE II ORGANIZATION	13
	Section 2.1.   Name.	13
	Section 2.2.   Purpose.	13
	Section 2.3.   Member Managed.	13
	Section 2.4.   Registered Office and Registered Agent; Principal Place of Business.	13
	Section 2.5.   Foreign Qualification.	13
	Section 2.6.   Term.	14
	Section 2.7.   No State Law Partnership.	14
	ARTICLE III Members and Units	14
	Section 3.1.   Members.	14
	Section 3.2.   Ownership of Membership Interests.	14
	Section 3.3.   Additional Members.	14
	Section 3.4.   Liability to Third Parties.	15
	Section 3.5.   Withdrawal.	15
	Section 3.6.   Members Have No Agency Authority.	15
	ARTICLE IV Transfers OF MEMBERSHIP INTERESTS; ADMISSION OF ADDITIONAL MEMBERS	15
	Section 4.1.   Transfers of Membership Interests.	15
	Section 4.2.   Requirements Applicable to All Transfers and Admissions.	16
	Section 4.3.   Right of First Refusal	16
	Section 4.4.   Tag-Along Rights.	18
	Section 4.5.   Call Option	19
	ARTICLE V CAPITAL CONTRIBUTIONS AND ALLOCATIONS	21
	Section 5.1.   Capital Contributions; Use of Proceeds.	21
	Section 5.2.   Additional Capital Contributions.	21
	Section 5.3.   Failure to Fund Capital Contributions.	22
	Section 5.4.   Consequences of Default	22
	Section 5.5.   Capital Accounts and Allocations.	22
	ARTICLE VI Distributions AND payments	25
	Section 6.1.   Distributions Generally.	25
	Section 6.2.   Withholding.	25
	ARTICLE VII Management/Governance Provisions	26
	Section 7.1.   Management by Managing Member.	26
	Section 7.2.   Limitations on Managing Member Authority	29
	Section 7.3.   Fundamental Changes	30
	ARTICLE VIII Accounting and Banking Matters; Tax Matters	30
	Section 8.1.   Books and Records; Reports.	30



 






     

     


    

 


	Section 8.2.   Fiscal Year.	30
	Section 8.3.   Bank Accounts.	30
	Section 8.4.   Taxes.	30
	ARTICLE IX Indemnification	31
	Section 9.1.   Indemnification.	31
	ARTICLE X Dissolution, Liquidation and Termination	33
	Section 10.1.   Dissolution.	33
	Section 10.2.   Certificate of Cancellation.	33
	Section 10.3.   Winding Up.	33
	Section 10.4.   Liquidation and Termination.	33
	Section 10.5.   Deficit Capital Accounts.	33
	ARTICLE XI General Provisions	34
	Section 11.1.   Notices.	34
	Section 11.2.   Amendment or Modification.	34
	Section 11.3.   Entire Agreement.	34
	Section 11.4.   Effect of Waiver or Consent.	34
	Section 11.5.   Successors and Assigns.	34
	Section 11.6.   Governing Law; Disputes.	34
	Section 11.7.   Severability.	34
	Section 11.8.   Further Assurances.	35
	Section 11.9.   Public Announcements.	35
	Section 11.10.   No Third Party Beneficiaries.	35
	Section 11.11.   Confidentiality.	35
	Section 11.12.   Counterparts.	35





 






     

     


    

 


AMENDED AND RESTATED



LIMITED LIABILITY COMPANY AGREEMENT



OF



Enbridge Holdings (DakTex) L.L.C.


 


This AMENDED AND
RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) of Enbridge
Holdings (DakTex) L.L.C., a Delaware limited liability company (the “Company”), is entered into as of April
27, 2017, between Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP”), and Enbridge Energy
Company, Inc., a Delaware corporation (“EECI”).


 


RECITALS


 


WHEREAS, in March 2016, Bakken Holdings
Company LLC (“ETP”) commenced efforts to sell a 49% membership interest (the “Dawn Interest”)
in Bakken Pipeline Investments LLC (“Dawn”);


 


WHEREAS, EECI determined to acquire
such interest jointly with EEP and Marathon Petroleum Corporation;


 


WHEREAS, due to the need to timely
execute the transaction with ETP, EEP and EECI were unable to establish their joint ownership arrangements prior thereto;


 


WHEREAS, EECI and EEP determined
that EEP would initially acquire the Dawn Interest with the understanding that the terms of their joint ownership would be finalized
at a later date;


 


WHEREAS, the
Company was formed under the Act pursuant to a Certificate of Formation (the “Certificate”) filed with the Secretary
of State of the State of Delaware on July 28, 2016 (the “Formation Date”);


 


WHEREAS, on
the Formation Date, EEP executed that certain Limited Liability Company Agreement of the Company dated as of July 28, 2016 (the
“Original Agreement”) and made an initial capital contribution to the Company of $1,000;


 


WHEREAS, on
the Formation Date, EEP made an initial capital contribution of $1,000, in exchange for 100% of the Membership Interests in the
Company;


 


WHEREAS, on
February 15, 2017 EEP borrowed $1,500,000,000 under that certain Credit Agreement dated as of February 15, 2017, between EEP, as
borrower, and Enbridge (U.S.) Inc., a Delaware corporation, as lender, the proceeds of which were contributed by EEP to the Company
to enable the Company to make its required contribution prior to the closing of MarEn’s (as defined herein) acquisition of
a 49% membership interest in Dawn;


 






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WHEREAS, on
April 13, 2017, EEP contributed an additional $19,185,782 to the Company;


 


WHEREAS, EEP,
EECI and the Company have entered into that certain Contribution Agreement, dated the date hereof (the “Contribution Agreement”),
pursuant to which (i) EECI has agreed to make a capital contribution in the amount of $1,139,390,087, in exchange for 1,139,390,087
Class A Units representing a 75% membership interest in the Company;


 


WHEREAS, the
Company owns a 75% membership interest in MarEn Bakken Company LLC, a Delaware limited liability company (“MarEn”);


 


WHEREAS, MarEn
owns a 49% membership interest in Dawn; and


 


WHEREAS, in
connection with the transactions contemplated by the Contribution Agreement, the Original Agreement is being amended and restated
hereby in order to, among other things, admit EECI as a Member (as hereinafter defined) and to establish the rights, preferences,
privileges, powers and duties of the Class A Units.


 


NOW, THEREFORE,
in order to carry out their intent as expressed above and in consideration of the mutual agreements hereinafter contained, the
parties hereto hereby covenant and agree as follows:


 


ARTICLE
I

Definitions and References


 


Section 1.1.              
Definitions. When used in this Agreement, the following terms shall have the respective meanings assigned to
them in this Section 1.1 or in the sections or other subdivisions referred to below:


 


“Act”
means the Delaware Limited Liability Company Act or any successor statute, as amended from time to time.


 


“Adjusted
Capital Account” means, with respect to any Member, the balance in such Member’s Capital Account as of the end
of the relevant fiscal year or other period, after giving effect to the following adjustments:


 


(a)       Add
to such Capital Account the following items:


 


(i)       The
amount, if any, that such Member is obligated to contribute to the Company upon liquidation of such Member’s Membership Interest;
and


 


(ii)       The
amount that such Member is obligated to restore or is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)
or the penultimate sentence of each of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and


 


(b)       Subtract
from such Capital Account such Member’s share of the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5)
and (6).


 






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The foregoing definition of Adjusted Capital
Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.


 


“Affiliate”
means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control
with such Person. For the purposes of this definition, the terms “controlling, controlled by, or under common control”
mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through
ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person; provided,
however, that EECI and the Company, on the one hand, and EEP on the other hand, shall not be considered Affiliates for purposes
of this Agreement.


 


“Agreement”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Applicable
Law” means all applicable laws, statutes, rules, regulations, ordinances, orders, permits, decrees, requirements, judgments,
and codes of Governmental Authorities;


 


“Assignee”
means a Person to whom Membership Interests are transferred or proposed to be transferred pursuant to the terms of this Agreement;
provided, however, that unless admitted as an additional or substitute Member as provided in Section 4.1, the Membership
Interests held by the Assignee shall represent solely an interest, if applicable, in the Company’s items of income, gain,
loss, deduction and credit, and distributions and do not confer upon such Assignee the rights of a Member under this Agreement
or as a “member” under the Act. For purposes of calculating the amount of any items of income, gain, loss, deduction
and credit, and distributions to which an Assignee is entitled, the term “Member” as used in the relevant provisions
of this Agreement shall also include an “Assignee.”


 


“Available
Cash” means, as of any date of determination, all cash and cash equivalents of the Company on hand as of such date, less
any cash reserves established in accordance with Section 7.2.


 


“Business
Day” means any day other than a Saturday, Sunday, any federal holiday or day on which banking institutions in the State
of Texas are authorized or required by law or other governmental action to close.


 


“Call Notice”
means any call notice in substantially the form attached hereto as Exhibit A and issued to the Members pursuant to Section
5.2(a) requiring the making of capital contributions by the Members to the Company.


 


“Call Option”
has the meaning assigned to such term in Section 4.5(a).


 


“Call Option
Closing Date” has the meaning assigned to such term in Section 4.5(b).


 


“Call Option
Deadline” has the meaning assigned to such term in Section 4.5(a).


 


“Call Option
Interest” has the meaning assigned to such term in Section 4.5(b).


 


“Call Option
Notice” has the meaning assigned to such term in Section 4.5(b).


 






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“Capital Account”
means the capital account maintained for each Member on the Company’s books and records in accordance with the following
provisions:


 


(a)       To
each Member’s Capital Account there shall be added (i) such Member’s Capital Contributions, (ii) such Member’s
allocable share of Net Profits and any items in the nature of income or gain that are specially allocated to such Member pursuant
to Article V hereof or other provisions of this Agreement, and (iii) the amount of any Company liabilities assumed by such
Member or which are secured by any property distributed to such Member.


 


(b)       From
each Member’s Capital Account there shall be subtracted (i) the amount of (A) cash and (B) the Gross Asset Value of any Company
assets (other than cash) distributed to such Member pursuant to any provision of this Agreement, (ii) such Member’s allocable
share of Net Losses and any other items in the nature of expenses or losses that are specially allocated to such Member pursuant
to Article V hereof or other provisions of this Agreement, and (iii) liabilities of such Member assumed by the Company or
which are secured by any property contributed by such Member to the Company.


 


(c)       In
the event any Membership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to
the Capital Account of the transferor to the extent it relates to the transferred Membership Interest.


 


(d)       In
determining the amount of any liability for purposes of subparagraphs (a) and (b) above, there shall be taken into
account Code Section 752(c) and any other applicable provisions of the Code and Regulations.


 


(e)       The
foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to
comply with Regulations Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations.
In the event that the Managing Member shall determine that it is prudent to modify the manner in which the Capital Accounts, or
any additions thereto or subtractions therefrom, are computed in order to comply with such Regulations, the Managing Member may
make such modification, provided, that it is not likely to have a material effect on the amounts distributable to any Member
pursuant to Article VI hereof upon the dissolution of the Company.


 


“Capital Contribution”
means, for any Member at the particular time in question, the aggregate of the dollar amounts of any cash contributed to the capital
of the Company and the Gross Asset Value of any property contributed to the capital of the Company, or, if the context in which
such term is used so indicates, the dollar amounts of cash and the Gross Asset Value of any property contributed at any particular
time or agreed to be contributed, or requested to be contributed, by such Member to the capital of the Company. The term “Capital
Contribution” shall also be deemed to include any cash available for distribution to a particular Member to the extent the
Company retains such cash or distributes such cash to another Member in satisfaction of an obligation of the particular Member
to the Company or such other Member, as the case may be.


 


“Certificate”
has the meaning assigned to such term in the recitals of this Agreement.


 


“Class A
Unitholder” means a Person who is the holder of a Class A Unit.


 






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“Class A
Units” has the meaning assigned to such term in Section 3.2(a).


 


“Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section
or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Company”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Company MarEn
Management Committee Appointee” means the Person appointed by the Company to the Management Committee (as defined in
the MarEn LLC Agreement) of MarEn pursuant to the MarEn LLC Agreement.


 


“Company Minimum
Gain” has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(1) for the phrase “partnership
minimum gain.”


 


“Competing
Person” has the meaning assigned to such term in Section 7.1(l).


 


“Contribution
Agreement” has the meaning assigned to such term in the recitals to this Agreement.


 


“Covered Person”
means (a) any current or former Member and any Affiliate of such Member, (b) any current or former officer, employee, director,
stockholder, member, partner or agent of a current or former Member or its Affiliates, (c) any current or former officer of the
Company and (d) any other Person who serves or has served at the request of the Company as an officer, director, partner, employee
or agent of any other Person.


 


“Credit Agreement”
means the Credit and Guaranty Agreement, dated as of August 2, 2016, among Dakota Access, LLC and Energy Transfer CrudeOil Company,
LLC, the subsidiary guarantors from time to time party thereto, Citibank, N.A., as administrative agent and the lenders signatory
thereto or who subsequently become party thereto.


 


“DAPL Borrowings”
has the meaning set forth in the Contribution Agreement.


 


“DAPL Pipeline”
has the meaning set forth in the Credit Agreement.


 


“Dawn”
has the meaning assigned to such term in the recitals to this Agreement.


 


“Dawn Board”
means the board of representatives of the members of Dawn that manages and controls the business and affairs of Dawn pursuant to
the Dawn LLC Agreement.


 


“Dawn In-Service
Date” means the final Full Service Date to occur with respect to the DAPL Pipeline and the ETCO Pipeline.


 


“Dawn Interest”
has the meaning assigned to such term in the recitals to this Agreement.


 


“Dawn LLC
Agreement” means the Amended and Restated Limited Liability Company of Dawn made and entered into as of February 15,
2017, as amended.


 






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“Default”
has the meaning assigned to such term in Section 5.3(a).


 


“Default Amount”
has the meaning assigned to such term in Section 5.3(a).


 


“Default Notice”
has the meaning assigned to such term in Section 5.3(a).


 


“Default Rate”
means the rate of interest per annum publicly announced from time to time by Bank of America, National Association as its prime
rate in effect at its principal office in New York City.


 


“Defaulting
Member” has the meaning assigned to such term in Section 5.3(a).


 


“Delaware
Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as amended, supplemented
or restated from time to time, and any successor to such statute.


 


“Depreciation”
means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction
allowable for federal income tax purposes with respect to an asset for such fiscal year or other period; provided, however,
that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such
fiscal year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the
federal income tax depreciation, amortization or other cost recovery deduction with respect to such asset for such fiscal year
or other period bears to such beginning adjusted tax basis; and, provided, further, that if the federal income tax
depreciation, amortization or other cost recovery deduction for such fiscal year or other period is zero, Depreciation shall be
determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member; and,
provided further, that Depreciation with respect to any asset for which the Company uses the “remedial allocation
method” (as defined in Treasury Regulations Section 1.704-3(d)) shall be determined in accordance with Treasury Regulations
Section 1.704-3(d)(2).


 


“Due Date”
has the meaning assigned to such term in Section 5.3(a).


 


“EECI”
has the meaning assigned to such term in the preamble to this Agreement.


 


“EEM Board”
has the meaning assigned to such term in Section 4.5(a).


 


“EEP”
has the meaning assigned to such term in the preamble to this Agreement.


 


“EEP LPA”
means the Eighth Amended and Restated Agreement of Limited Partnership of EEP, dated as of April 27, 2017, as amended and/or restated
from time to time.


 


“ETCO Pipeline”
has the meaning set forth in the Credit Agreement.


 


“ETP”
has the meaning assigned to such term in the recitals to this Agreement.


 


“Formation
Date” has the meaning assigned to such term in the recitals to this Agreement.


 






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“Full Service
Date” means, with respect to the DAPL Pipeline and the ETCO Pipeline, the first calendar day of the month following the
date on which the applicable carrier provides written notice to customers that the DAPL Pipeline or the ETCO Pipeline, as applicable,
is ready and able to provide the Services (as defined in the applicable TSA).


 


“GAAP”
means accounting principles, generally accepted in the United States, consistently applied.


 


“Governmental
Authority” means, with respect to a particular Person, any federal, state, county, tribal authority, city and political
subdivision of the United States or any State in which such Person or such Person’s property is located or which exercises
valid jurisdiction over any such Person or such Person’s property, and any court, agency, department, commission, board,
bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such
Person’s property;


 


“Gross Asset
Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as
follows:


 


(a)       The
initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset
on the date of the contribution, as determined by the Managing Member.


 


(b)       The
Gross Asset Values of all Company assets immediately prior to the occurrence of any event described in subparagraphs (i) through
(v) below shall be adjusted to equal their respective gross fair market values, as determined by the Managing Member as of the
following times:


 


(i)       the
acquisition of an interest in the Company by a new Member or the acquisition of an additional Membership Interest in the Company
by an existing Member, in either case in exchange for more than a de minimis Capital Contribution, if the Managing Member reasonably
determines that such adjustment is necessary or appropriate to reflect the relative Membership Interests of the Members in the
Company;


 


(ii)       the
distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for a Membership Interest
in the Company, if the Managing Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative
Membership Interests of the Members in the Company;


 


(iii)       the
liquidation or dissolution of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);


 


(iv)       the
grant of a Membership Interest in the Company (other than a de minimis interest) as consideration for the provision of services
to or for the benefit of the Company by an existing Member acting in a member capacity, or by a new Member acting in a member capacity
or in anticipation of becoming a Member of the Company, if the Managing Member reasonably determines that such adjustment is necessary
or appropriate to reflect the relative Membership Interests of the Members in the Company; and


 






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(v)       at
such other times as the Managing Member shall reasonably determine to be necessary or advisable in order to comply with Regulations
Sections 1.704-1(b) and 1.704-2.


 


(c)       The
Gross Asset Value of any Company asset distributed to a Member shall be the gross fair market value of such asset on the date of
distribution as determined by the Managing Member.


 


(d)       The
Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such
assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken
into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however,
that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent that an adjustment pursuant to subparagraph
(b) above is made in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).


 


(e)       If
the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subparagraph (a), subparagraph (b) or subparagraph
(d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such Company
asset for purposes of computing Net Profits and Net Losses.


 


“Indemnifiable
Loss” has the meaning assigned to such term in Section 9.1(a).


 


“Law”
means any constitution, decree, resolution, law, statute, act, ordinance, rule, directive, order, arbitral award, treaty, code
or regulation and any injunction or final non-appealable judgment or any interpretation of the foregoing, as enacted, issued or
promulgated by any Governmental Authority.


 


“Loss”
or “Losses” means any loss, damage, liability, cost or expense including, without limitation, any interest,
fine, penalty, civil judgment or settlement, court cost, reasonable lawyers’ and expert witnesses’ fees, reasonable
accountants’ fees, disbursements and expenses and any indemnification or similar payments required to be made to officers,
directors, employees or agents under duly enacted charter provisions or bylaws, board resolutions or undertakings, commitments
or other understandings or under Applicable Law respecting corporations or limited partnerships, as applicable, including any indirect,
consequential, exemplary, punitive, special damages or damages for lost profits for which a party may become liable to a third
party, but shall not include any indirect, consequential, exemplary, punitive, special damages or damages for lost profits that
may be suffered or incurred by the party, but for which such party is not liable to a third party;


 


“Managing
Member” means EEP.


 


“Marathon”
means MPL Investment LLC, a Delaware limited liability company, and its successors and assigns.


 


“MarEn”
has the meaning assigned to such term in the recitals to this Agreement.


 


“MarEn Designated
Director” means the director appointed by MarEn to the Dawn Board pursuant to the Dawn LLC Agreement, which director
must be a then-serving Manager of MarEn.


 






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“MarEn LLC
Agreement” means the limited liability company agreement of MarEn, dated as of August 2, 2016, as amended.


 


“Member”
means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as
a member as provided in this Agreement, but such term does not include any Person who has ceased to be a Member.


 


“Member Minimum
Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result
if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i).


 


“Member Nonrecourse
Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4) for the phrase “partner nonrecourse debt.”


 


“Member Nonrecourse
Deductions” has the meaning set forth in Regulations Section 1.704-2(i) for the phrase “partner nonrecourse
deductions.”


 


“Membership
Interest” means the interest of a Member in the Company, including the right of such Member, if applicable, to receive
distributions (liquidating or otherwise), to receive information, and to grant consents or approvals; provided, however,
that such term shall not include any management rights held by a Member solely in its capacity as a Member.


 


“Net Profits”
or “Net Losses” means, for each fiscal year or other period, an amount equal to the Company’s taxable
income or loss for such fiscal year or period determined in accordance with Code Section 703(a) (for this purpose, all items
of income, gain, loss, deduction or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included
in taxable income or loss), with the following adjustments:


 


(a)       Any
income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net
Losses pursuant to this definition of Net Profits and Net Losses shall increase the amount of such income and/or decrease the amount
of such loss;


 


(b)       Any
expenditure of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net
Losses pursuant to this definition of Net Profits and Net Losses, shall decrease the amount of such income and/or increase the
amount of such loss;


 


(c)       Gain
or loss resulting from any disposition of Company assets, where such gain or loss is recognized for federal income tax purposes,
shall be computed by reference to the Gross Asset Value of the Company assets disposed of, notwithstanding that the adjusted tax
basis of such Company assets differs from its Gross Asset Value;


 






    	 	- 9 -	 



     


    

 


(d)       In
lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such income or loss,
there shall be taken into account Depreciation for such fiscal year or other period;


 


(e)       To
the extent an adjustment to the adjusted tax basis of any asset included in Company assets pursuant to Code Section 734(b)
or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining
Capital Accounts as a result of a distribution other than in liquidation of a Member’s Membership Interest, the amount of
such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment
decreases the basis of the asset) from the disposition of the asset and shall be taken into account for the purposes of computing
Net Profits and Net Losses;


 


(f)       If
the Gross Asset Value of any Company asset is adjusted in accordance with subparagraph (b) or subparagraph (c) of the definition
of “Gross Asset Value” above, the amount of such adjustment shall be taken into account in the taxable year of such
adjustment as gain or loss from the disposition of such asset for purposes of computing Net Profits or Net Losses; and


 


(g)       Notwithstanding
any other provision of this definition of Net Profits and Net Losses, any items that are specially allocated pursuant to Section 5.5(c)
and Section 5.5(d)(iii) hereof shall not be taken into account in computing Net Profits or Net Losses. The amounts
of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 5.5(c)
and Section 5.5(d)(ii) hereof shall be determined by applying rules analogous to those set forth in this definition
of Net Profits and Net Losses.


 


“Non-Offering
Member” has the meaning assigned to such term in Section 4.3(a).


 


“Nonrecourse
Deductions” has the meaning set forth in Regulations Sections 1.704-2(b)(1) and 1.704-2(c).


 


“Nonrecourse
Liability” has the meaning set forth in Regulations Sections 1.704-2(b)(3) and 1.752-1(a)(2).


 


“Offered Interests”
has the meaning assigned to such term in in Section 4.3(a).


 


“Offering
Member” has the meaning assigned to such term in in Section 4.3(a).


 


“Option Committee”
has the meaning assigned to such term in Section 4.5(a).


 


“Original
Agreement” has the meaning assigned to such term in the recitals to this Agreement.


 


“Percentage
Interest” means, with respect to any Member, the percentage of the Membership Interests held by such Member relative
to the total outstanding Membership Interests.


 


“Permitted
Transferee” means, with respect to any Person, an Affiliate of such Person; provided that the term “Permitted Transferee”
shall not include any Affiliate that, at the date of determination, such Person or any of its Affiliates intends or expects to
sell, assign, exchange or otherwise cease to own or control.


 






    	 	- 10 -	 



     


    

 


“Person”
means any natural person, firm, limited partnership, general partnership, association, corporation, limited liability company,
company, trust, other organization (whether or not a legal entity), public body or government or agency or political subdivision
thereof.


 


“Regulations”
means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to
and in respect of provisions of the Code. All references herein to sections of the Regulations shall include any corresponding
provision or provisions of succeeding, similar or substitute, temporary or final Regulations.


 


“Regulatory
Allocations” has the meaning assigned to such term in Section 5.5(c)(viii).


 


“Right to
Compete” has the meaning assigned to such term in Section 7.1(l).


 


“ROFR Closing
Period” has the meaning assigned to such term in Section 4.3(d).


 


“ROFR Expiration
Date” has the meaning assigned to such term in Section 4.3(b).


 


“ROFR Notice”
has the meaning assigned to such term in Section 4.3(a).


 


“ROFR Notice
Date” has the meaning assigned to such term in Section 4.3(a).


 


“ROFR Offer
Price” has the meaning assigned to such term in Section 4.3(a).


 


“Tag-Along
Notice” has the meaning assigned to such term in Section 4.4(a).


 


“Tag-Along
Right” has the meaning assigned to such term in Section 4.4(a).


 


“Tag-Along
Transferee” has the meaning assigned to such term in Section 4.4(a).


 


“Tag Offerees”
has the meaning assigned to such term in Section 4.4(a).


 


“Tag Pro Rata
Share” means with respect to any Member, a fraction (expressed as a percentage), the numerator of which equals such Member’s
Percentage Interest, and the denominator of which equals (i) in a situation where the Tag Pro Rata Share is being calculated
with respect to all Members that hold Membership Interests, 100% and (ii) in a situation where the Tag Pro Rata Share is being
calculated with respect to a particular group of Members that hold less than 100% of the Membership Interests, the total Percentage
Interests held by all the Members of such group.


 


“Tax Matters
Member” has the meaning assigned to such term in Section 8.4(e).


 


“Third Party”
means, with respect to any Member, any Person that is not a Permitted Transferee with respect to such Member.


 


“Third Party
Offer” has the meaning assigned to such term in Section 4.3(a).


 






    	 	- 11 -	 



     


    

 


“Transfer”
(including the correlative term “Transferred”) means any sale, assignment, transfer, conveyance, gift, pledge,
distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law,
whether effected directly or indirectly, which shall include the sale, assignment, transfer, conveyance, gift, pledge, hypothecation
or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law of stock, limited liability
company interests, partnership interests, or other equity interests in or from a Person.


 


“Transferor”
has the meaning assigned to such term in Section 4.4(a).


 


“Transferring
Member” has the meaning assigned to such term in Section 4.2(a).


 


“TSA”
has the meaning set forth in the Credit Agreement.


 


“Units”
means a Membership Interest in the Company representing a fractional part of the Membership Interests of all Members and Assignees.


 


Section 1.2.              
References and Construction.


 


(a)               
All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles,
sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.


 


(b)              
Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of
such subdivisions and shall be disregarded in construing the language contained in such subdivisions.


 


(c)               
The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,”
“hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited.


 


(d)              
Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.


 


(e)               
Examples shall not be construed to limit, expressly or by implication, the matter they illustrate.


 


(f)               
The word “or” is not exclusive and the word “includes” and its derivatives shall mean “includes,
but is not limited to” and corresponding derivative expressions.


 


(g)              
No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this
Agreement.


 


(h)              
Unless otherwise provided herein, all references herein to “$” or “dollars” shall refer to U.S.
Dollars.


 


(i)                
Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer
to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments
or restatements of such agreement, instrument or document, provided, that nothing contained in this subsection shall be
construed to authorize such renewal, extension, modification, amendment or restatement.


 






    	 	- 12 -	 



     


    

 


(j)                
Exhibit 3.1 and Exhibit A to this Agreement are attached hereto. Each such Exhibit is incorporated herein
by reference and made a part hereof for all purposes and references to this Agreement shall include such Exhibits unless the context
shall otherwise require.


 


ARTICLE
II

ORGANIZATION


 


Section 2.1.              
Name. The name of the Company is “Enbridge Holdings (DakTex) L.L.C.” The business of the Company
shall be conducted in the name of the Company. If the Applicable Law of a jurisdiction where the Company does business requires
the Company to do business under a different name, the Managing Member shall choose another name to do business in such jurisdiction.
In such a case, the business of the Company in such jurisdiction may be conducted under such other name or names as the Managing
Member may select.


 


Section 2.2.              
Purpose. Subject to the terms of this Agreement, the purpose of the Company shall be to own and dispose of limited
liability company interests in MarEn and to serve as a member of MarEn. The Company may engage in any and all activities necessary,
desirable or incidental to the accomplishment of the foregoing purposes. Notwithstanding anything herein to the contrary, nothing
set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden
by law to a limited liability company organized under the laws of the State of Delaware.


 


Section 2.3.              
Member Managed. The Company shall be Member managed, and the Managing Member shall have exclusive authority
to manage the Company in accordance with Article VII.


 


Section 2.4.              
Registered Office and Registered Agent; Principal Place of Business.


 


(a)               
The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the initial
registered office named in the Certificate or such other office (which need not be a place of business of the Company) as the Managing
Member may designate from time to time in the manner provided by the Act. The registered agent of the Company in the State of Delaware
shall be the initial registered agent named in the Certificate or such other Person or Persons as the Managing Member may designate
from time to time in the manner provided by the Act.


 


(b)              
The principal place of business of the Company shall be at such location as designated by the Managing Member, which need
not be in the State of Delaware.


 


Section 2.5.              
Foreign Qualification. The Managing Member shall cause the Company to comply with all requirements necessary
to qualify the Company as a foreign limited liability company in any jurisdiction in which the location of its assets and properties
or the conduct of its business requires such qualification unless the Managing Member shall determine otherwise.


 






    	 	- 13 -	 



     


    

 


Section 2.6.              
Term. The Company commenced on the date the Certificate was filed with the Secretary of State of Delaware and
shall continue in existence until the Company is dissolved and terminated in accordance with the terms hereof.


 


Section 2.7.              
No State Law Partnership. The Members intend that the Company not be a partnership (including limited partnership)
or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and
state tax purposes, and this Agreement may not be construed to suggest otherwise.


 


ARTICLE
III

Members and Units


 


Section 3.1.              
Members. EEP and EECI are the Members of the Company as of the date hereof, as reflected in Exhibit 3.1.


 


Section 3.2.              
Ownership of Membership Interests.


 


(a)               
The Company shall have a single class of Membership Interests designated as Class A Membership Interests, which shall
be represented by Units designated as “Class A Units,” of which 1,519,186,783 are issued and outstanding
on the date hereof.


 


The Class A Units of
the Company shall have all of the rights, preferences, privileges, powers and duties accorded to such class as are set forth in
this Agreement.


 


(b)              
As of the date hereof, the Company has issued (i) to EEP an aggregate of 379,796,696 Class A Units in connection with
reclassifying EEP’s existing 100% membership interest into Class A Units, at $1.00 per Class A Unit and (ii) to EECI
1,139,390,087 Class A Units at $1.00 per Class A Unit.


 


(c)               
The Managing Member may, subject to Section 7.2, authorize and issue an unlimited number of additional equity interests
of the Company and to admit the purchasers thereof as Members of the Company on such terms as the Managing Member shall determine.


 


(d)              
Exhibit 3.1 sets forth the number of Class A Units owned by each Member on the date hereof. The Managing
Member may amend Exhibit 3.1 to reflect any changes thereto resulting from any issuances, Transfers or admissions effected
in accordance with this Agreement following the date hereof.


 


(e)               
Unless otherwise determined by the Managing Member, ownership of the Units shall not be evidenced by means of unit certificates.


 


Section 3.3.              
Additional Members. Subject to the requirements set forth in this Agreement, additional Persons may be admitted
to the Company as Members.


 






    	 	- 14 -	 



     


    

 


Section 3.4.              
Liability to Third Parties. Except to the extent required by the Delaware Act, no Member or any officer, director,
manager, or partner of such Member, solely by reason of being a Member or by reason of such Person’s relationship with the
Member, shall be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order
of a court.


 


Section 3.5.              
Withdrawal. No Member shall have the right to withdraw, resign or retire from the Company as a Member, unless
such Member no longer holds Units in the Company.


 


Section 3.6.              
Members Have No Agency Authority. No Member (in its capacity as a member of the Company) other than the Managing
Member shall have any agency authority on behalf of the Company.


 


ARTICLE
IV

Transfers OF MEMBERSHIP INTERESTS; ADMISSION OF ADDITIONAL MEMBERS


 


Section 4.1.              
Transfers of Membership Interests.


 


(a)               
Subject to the other provisions of this Article IV, any Member may Transfer all or a portion of its Membership Interests.
Transfers of Membership Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported
Transfer of Membership Interests that does not so comply with all applicable provisions of this Agreement shall, to the fullest
extent permitted by law, be null and void and of no force or effect, and the Managing Member acting on behalf of the Company shall
not recognize or be bound by any such purported Transfer or effect any such purported Transfer on the transfer books of the Company.
The Members agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of
the Company and the Members.


 


(b)              
Notwithstanding anything herein to the contrary, no Transfer by a Member of all or any part of its Membership Interest to
another Person shall be permitted unless (i) the transferee agrees in writing to assume the rights and duties of such Member under
this Agreement and to be bound by the provisions of this Agreement and (ii) such transferee shall become a Member of the Company
immediately prior to the transferor ceasing to be a Member with respect to the transferred portion of the Membership Interest,
and the business of the Company shall continue without dissolution or termination, respectively.


 


(c)               
The Managing Member shall take all steps necessary or appropriate to amend the records of the Company to reflect such admission.


 


(d)              
Notwithstanding the other provisions of this Article IV, no Transfer of any Membership Interests shall be made if
such Transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission,
any state securities commission or any other Governmental Authority with jurisdiction over such Transfer, (ii) terminate the existence
or qualification of the Company under the laws of the State of Delaware or (iii) cause the Company to be treated as an association
taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already
so treated or taxed).


 






    	 	- 15 -	 



     


    

 


Section 4.2.              
Requirements Applicable to All Transfers and Admissions.


 


Any Transfer of Membership
Interests and any admission of an Assignee as a Member shall also be subject to the following requirements, and such Transfer (and
admission, if applicable) shall not be effective unless such requirements are complied with:


 


(a)               
Payment of Expenses. The Member Transferring such Membership Interests (the “Transferring Member”)
shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer
and admission of the Assignee as a Member.


 


(b)              
No Release. No Transfer of a Membership Interest shall effect a release of the Transferring Member from any liabilities
of such Transferring Member to the Company or the other Members arising from events occurring prior to the Transfer, except as
otherwise may be provided in any instrument or agreement pursuant to which a Transfer of Membership Interest is effected.


 


(c)               
Agreement to be Bound. The Assignee shall execute a counterpart to this Agreement or other instrument by which such
Assignee agrees to be bound by this Agreement.


 


Section 4.3.              
Right of First Refusal


 


(a)               
If any Member receives a bona fide written offer from a Third Party (a “Third Party Offer”) for the Transfer
of all or a part of such Member’s Membership Interests and such Member (the “Offering Member”) desires
to accept and is otherwise permitted to effect such proposed Transfer pursuant to this Article IV, such Offering Member
shall deliver written notice of such Third Party Offer (the “ROFR Notice”) to the other Member (the “Non-Offering
Member”) (or as soon as reasonably practicable, but in no event less than 30 days prior to the date of the proposed Transfer).
The date that the ROFR Notice is received by the Non-Offering Member shall constitute the “ROFR Notice Date.”
The ROFR Notice shall set forth the identity of the Third Party (including, (x) if such information is not publicly available,
information about the identity of the Third Party, (y) the identity of Affiliates of the Third Party and (z) if the Third
Party is making the Third Party Offer as a nominee of another Person, the identity of such other Person and its Affiliates), the
amount and the Membership Interests to be sold (the “Offered Interests”), the proposed purchase price for the
Offered Interests (the “ROFR Offer Price”), all details of the payment terms and all other material terms and
conditions, including the nature of the representations and warranties to be made and the indemnities to be given, in connection
with the proposed Transfer. The ROFR Offer Price shall be expressed in U.S. dollars, whether or not the form of consideration in
the Third Party Offer is wholly or partially cash or cash equivalents.


 


(b)              
The Non-Offering Member shall have the right, but not the obligation, to purchase all, but not less than all, of the Offered
Interests. Within 30 days after the ROFR Notice Date, the Non-Offering Member may deliver a written notice to the Offering Member
of its election to purchase such Offered Interests. If written notice from the Non-Offering Member has not been received by the
Offering Member by the end of the 30-day period (the “ROFR Expiration Date”), the Non-Offering Member shall
be deemed to have elected not to exercise its right of first refusal in connection with such Transfer. The delivery of a notice
of election under this Section 4.3(b) shall constitute an irrevocable commitment to purchase such Offered Interests.
The Members shall set a reasonable place and time for the closing of the purchase and sale of the Offered Interests, which shall
be not less than 5 days nor more than 30 days after the ROFR Expiration Date (subject to extension to the extent necessary to pursue
any required regulatory or Member approvals, including to allow for the expiration or termination of all waiting periods under
the HSR Act) unless otherwise agreed by all of the parties to such transaction.


 






    	 	- 16 -	 



     


    

 


(c)               
The purchase price and terms and conditions for the purchase of the Offered Interests pursuant to this Section 4.3
shall be the purchase price and terms and conditions set forth in the applicable Third Party Offer (or the cash equivalent thereof);
provided that the purchase price shall be the ROFR Offer Price and shall be payable in immediately available U.S. dollars;
and provided further that the Offering Member shall at a minimum make customary representations and warranties concerning
(i) such Offering Member’s valid title to and ownership of the Offered Interests, free and clear of all liens, claims
and encumbrances (excluding those arising hereunder and under applicable securities laws), (ii) such Offering Member’s
authority, power and right to enter into and consummate the sale of the Offered Interests, (iii) the absence of any violation,
default or acceleration of any agreement or obligation to which such Offering Member is subject or by which its assets are bound
as a result of the sale of the Offered Interests and (iv) the absence of, or compliance with, any governmental or third party
consents, approvals, filings or notifications required to be obtained or made by such Offering Member in connection with the sale
of the Offered Interests. The Offering Member and participating Non-Offering Member shall use commercially reasonable efforts to
close the purchase of the Offered Interests as soon as reasonably practicable following the ROFR Expiration Date and shall each
execute and deliver such instruments and documents and take such actions, including obtaining all applicable approvals and consents
and making all applicable notifications and filings, as the other parties may reasonably request in order more effectively to implement
the purchase and sale of the Offered Interests hereunder.


 


(d)              
Notwithstanding the foregoing, (i) if the Non-Offering Member shall not have elected to purchase the Offered Interests on
or prior to the ROFR Expiration Date, and the Offering Member has fully complied with the provisions of this Section 4.3,
then the Offering Member may sell all, but not less than all, of the Offered Interests within 90 days after the ROFR Expiration
Date (subject to extension for a reasonable amount of time to the extent necessary to obtain any required regulatory or Member
approvals, including to allow for the expiration of all waiting periods under the HSR Act) or (ii) if the Non-Offering Member
fails to consummate the closing of the purchase and sale of the Offered Interests within the time period provided in the last sentence
of Section 4.3(b) (such period, the “ROFR Closing Period”) and the Offering Member has fully complied
with the provisions of this Section 4.3, then the Offering Member may sell all, but not less than all, of the Offered
Interests within 90 days after the expiration of the ROFR Closing Period to the Third Party, in each case subject to the provisions
of Sections 4.1 and 4.2. Any such sale shall not be at less than the purchase price or upon terms and conditions
more favorable in any material respect, individually or in the aggregate, to the purchaser than those specified in the Third Party
Offer. If the Offered Interests are not so transferred within the applicable time periods specified in this Section 4.3(d),
the Offering Member may not sell any of the Offered Interests without again complying in full with the provisions of this Article IV.


 






    	 	- 17 -	 



     


    

 


(e)               
Each of EEP and EECI shall be entitled to assign any rights it has to purchase Offered Interests pursuant to this Section 4.3
to any of its Permitted Transferees.


 


(f)               
This Section 4.3 shall not apply to any Transfer or proposed Transfer of Membership Interests to a Permitted
Transferee.


 


Section 4.4.              
Tag-Along Rights.


 


(a)               
If any Member (the “Transferor”) proposes to Transfer all or a part of its Membership Interests to a
Third Party (the “Tag-Along Transferee”), then such Transferor shall send written notice of such proposed Transfer
(the “Tag-Along Notice”) to the other Members (the “Tag Offerees”) at least 30 days prior
to effecting such Transfer. Such Tag-Along Notice may be combined with a ROFR Notice and may be conditioned upon the ROFR Holders
not exercising the right of first refusal contained in Section 4.3. The Tag-Along Notice shall set forth the identity
of the Tag-Along Transferee (including, if such information is not publicly available, information about the identity of the Tag-Along
Transferee and its Affiliates), the amount and the Membership Interests to be Transferred, the proposed purchase price expressed
in U.S. dollars (whether or not the form of consideration is wholly or partially cash or cash equivalents), all details of the
payment terms, the time and place for the closing and all other material terms and conditions, including the nature of the representations
and warranties to be made and the indemnities to be given, in connection with the proposed Transfer. Each of the Tag Offerees shall
then have the irrevocable right (a “Tag-Along Right”), exercisable by delivery of an irrevocable notice to the
Transferor at any time within 20 days after receipt of the Tag-Along Notice, to participate in such Transfer by selling to the
Tag-Along Transferee a pro rata portion of such Tag Offeree’s Membership Interests based on the respective Tag Pro Rata Share
of the Transferor and the other Tag Offerees that exercise their Tag-Along Right, on the same terms (including with respect to
representations, warranties and indemnification) as the Transferor; provided, however, that (i) any representations
and warranties relating specifically to any such Tag Offeree shall only be made by such Tag Offeree; (ii) any indemnification
provided by the Transferor and any such Tag Offeree (other than with respect to the representations referenced in the foregoing
subsection (i)) shall be based on the Percentage Interest being sold by each party in the proposed sale, either on a several, not
joint, basis or solely with recourse to an escrow (such escrow not to exceed 25% of the proceeds received by the Tag Offerees that
exercise their Tag-Along Right without the consent of such Tag Offerees) established for the benefit of the proposed purchaser
(each party’s contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale),
it being understood and agreed that any such indemnification obligation of any such Tag Offeree shall in no event exceed the net
proceeds to such Tag Offeree from such proposed Transfer; and (iii) the form of consideration to be received by the Transferor
in connection with the proposed sale shall be the same as that received by such Tag Offeree.


 


(b)              
If any Tag Offeree has exercised its Tag-Along Rights and the Tag-Along Transferee is unwilling to purchase all of the Membership
Interests proposed to be Transferred by the Transferor and each exercising Tag Offeree, then the Transferor and the exercising
Tag Offerees shall reduce, on a pro rata basis, based on their respective Tag Pro Rata Share, the amount of such Membership Interests
that each otherwise would have sold so as to permit the Transferor and the exercising Tag Offerees to sell the portion of Membership
Interests (determined in accordance with such Tag Pro Rata Share) that the proposed Tag-Along Transferee is willing to purchase.


 






    	 	- 18 -	 



     


    

 


(c)               
Each Tag Offeree and the Transferor shall sell to the Tag-Along Transferee all of the Membership Interests proposed to be
Transferred by them, at not less than the purchase price payable in immediately available U.S. dollars and upon terms and conditions,
if any, not more favorable in any material respect, individually and in the aggregate, to the Tag-Along Transferee than those in
the Tag-Along Notice at the time and place provided for the closing in the Tag-Along Notice, or at such other time and place as
the Tag Offerees, the Transferor and the Tag-Along Transferees shall agree.


 


(d)              
The Transferor shall have the right to require the Managing Member generally to cooperate fully with potential acquirors
of its Membership Interests by taking all customary and other actions reasonably required by the Transferor or such potential acquirors,
including making the records and assets of the Company generally reasonably available for inspection by such potential acquirors
and making the officers and employees who manage the business of the Company reasonably available for interviews; provided
that the potential acquirer has entered into a customary confidentiality agreement with the Company. The Managing Member generally
shall not be required to disclose to any potential acquirer (i) any information that such Managing Member reasonably believes
to be in the nature of trade secrets or (ii) other information the disclosure of which such Managing Member reasonably believes
(A) could damage the Company or its respective businesses or (B) that the Company is required by law or by agreement
to keep confidential.


 


(e)               
This Section 4.4 shall not apply to any Transfer or proposed Transfer of Membership Interests to a Permitted
Transferee.


 


Section 4.5.              
Call Option


 


(a)               
Beginning on the Dawn In-Service Date and from time to time prior to the fifth anniversary of the Dawn In-Service Date (the
“Call Option Deadline”), EEP shall have the right to purchase, and EECI shall have the obligation to sell (the
“Call Option”), a portion of the Class A Units held by EECI that represents, in the aggregate, up to twenty
percent (20%) of the total outstanding Class A Units in accordance with this Section 4.5. In considering whether to exercise the
Call Option, the Board of Directors of Enbridge Energy Management, L.L.C. (the “EEM Board”), in its capacity
as delegate of EECI, the general partner of EEP, shall establish a committee of independent directors (an “Option Committee”)
to make a recommendation to the EEM Board, on behalf of EEP, whether to exercise the Call Option and the portion of Class A Units
held by EECI that EEP will purchase if the Call Option is exercised (not to exceed, in the aggregate, twenty percent (20%) of the
total outstanding Class A Units). The EEM Board shall provide the Option Committee with all of the information that the Option
Committee may reasonably request that is relevant to its determination.


 






    	 	- 19 -	 



     


    

 


(b)              
If the EEM Board determines to exercise all or a portion of the Call Option following receipt of the Option Committee’s
recommendation, EEP shall deliver to EECI, prior to the Call Option Deadline, written notice (each, a “Call Option Notice”)
of such determination. Each Call Option Notice shall state (i) the portion of the Class A Units held by EECI proposed to be purchased
(not to exceed, in the aggregate, twenty percent (20%) of the total outstanding Class A Units) (a “Call Option Interest”)
and the corresponding amount of consideration to be paid, calculated in accordance with Section 4.5(c), (ii) the proposed date
of purchase and (iii) other proposed material terms and conditions of such purchase. Upon receipt of each Call Option Notice, EECI
agrees to promptly take all necessary and desirable actions in connection with the exercise of the Call Option reasonably requested
by EEP, including the execution of such agreements and such instruments and other actions reasonably necessary to consummate the
purchase and sale of the Call Option Interest hereunder. Each date on which the purchase and sale of a Call Option Interest is
consummated is referred to as a “Call Option Closing Date.” Such agreements and instruments shall contain customary
representations and warranties concerning (i) EECI’s valid title to and ownership of the Call Option Interest, free and clear
of all liens, claims and encumbrances (excluding those arising under this Agreement and applicable securities laws), (ii) EECI’s
authority, power and right to enter into and consummate the sale of the Call Option Interest, (iii) the absence of any violation,
default or acceleration of any agreement to which EECI is subject or by which its Partnership Interests are bound as a result of
the agreement to sell and the sale of the Call Option Interest, and (iv) the absence of, or compliance with, any governmental or
third party consents, approvals, filings or notifications required to be obtained or made by EECI in connection with the sale of
the Call Option Interest. EECI shall execute and deliver such instruments and documents and take such actions, including obtaining
all applicable approvals and consents and making all applicable notifications and filings, as EEP may reasonably request, but neither
the failure of EECI to execute or deliver any such documentation nor the failure of EECI to comply with all required actions shall
affect the validity of a purchase and sale pursuant to this Section 4.5.


 


(c)               
The purchase price per Class A Unit to be paid by EEP to EECI for the purchase of a Call Option Interest shall be equal
to the Net Book Value of the Call Option Interest being acquired adjusted for capitalized interest incurred prior to the Call Option
Closing Date with respect to Capital Contributions made in respect of such Call Option Interest. For purposes of this Section 4.5,
“Net Book Value” means the sum of (i) the equity value of the Company’s investment in MarEn and (ii) the amount
of cash held by the Company, in each case as reflected on the books and records of the Company and attributable to the Call Option
Interest being acquired.


 


(d)              
If and to the extent that any distributions accruing on a Call Option Interest prior to the applicable Call Option Closing
Date are declared or paid on or after such Call Option Closing Date, EECI shall be entitled to receive, and EEP shall pay to EECI,
subject to the Delaware Act, (i) with respect to a Quarter ending prior to the Quarter in which the Call Option Closing Date occurs
for which distributions on the Class A Units have not been declared and/or paid as of the Call Option Closing Date, an amount equal
to the distributions attributable to the Call Option Interest with respect to such Quarter and (ii) with respect to a Quarter in
which the Call Option Closing Date occurs, an amount equal to the product of (x) the distributions attributable to the Call Option
Interest with respect to such Quarter and (y) the quotient obtained by dividing the number of days the Call Option Interest was
held by EECI during such Quarter by the total number of days in such Quarter.


 






    	 	- 20 -	 



     


    

 


ARTICLE
V

CAPITAL CONTRIBUTIONS AND ALLOCATIONS


 


Section 5.1.              
Capital Contributions; Use of Proceeds.


 


(a)               
Capital Contributions.


 


(i)                
As of the date hereof, EEP is deemed to have made capital contributions in the amount of $379,796,696, in exchange for (A)
379,796,696 Class A Units and (B) has received a cash distribution in the amount of $1,139,390,087.


 


(ii)              
On the date hereof, EECI made a capital contribution in the amount of $1,139,390,087 in exchange for 1,139,390,087 Class A
Units.


 


(b)              
Use of Proceeds. On the date hereof, the Company distributed to EEP the aggregate amount of the contribution described
in Sections 5.1(a)(ii), and EEP has used the aggregate amount distributed by the Company to repay $1,139,390,087 of the
DAPL Borrowings.


 


Section 5.2.              
Additional Capital Contributions.


 


(a)               
From time to time from after the date hereof and following the issuance of a Call Notice, the Members shall make additional
cash capital contributions to the Company (i) as determined by the Managing Member, subject to Section 7.2 or (ii) in such
amounts and at such times as the Company is required to make a capital contribution to MarEn pursuant to the MarEn LLC Agreement.
All such capital contributions shall be made by the Members to the Company in proportion to their respective Percentage Interests.


 


(b)              
Except required by this Section 5.2, in no event shall any of the Members be required to make any capital contributions
to the Company after the date hereof, and no third party shall have the right to cause the Company to require any capital contributions
of the Members.


 


(c)               
Each capital call made pursuant to this Section 5.2 shall be made pursuant to a Call Notice delivered to all of the
Members. Each Member shall make such Member’s required capital contribution pursuant to this Section 5.2 (i) if such
Call Notice is in respect of the Company’s funding obligations under the terms of the MarEn LLC Agreement, then within the
earlier of (A) two Business Days after the issuance of such Call Notice, and (B) one day prior to the date on which the Company
is required to make the applicable capital contribution to MarEn under the terms of the MarEn LLC Agreement or (ii) if such Call
Notice is in respect of a capital contribution for purposes other than those described in clause (i) above, then within five Business
Days from the issuance of such Call Notice.


 






    	 	- 21 -	 



     


    

 


Section 5.3.              
Failure to Fund Capital Contributions.


 


(a)               
If any Member fails to pay in full when due (any such date, a “Due Date”) any amount owed to the Company
under a Call Notice issued pursuant to this Article V, and if such failure is not cured within 10 days of such Due Date,
then such Member shall be deemed to be in default under this Agreement (a “Default”), and shall be referred
to herein as a “Defaulting Member.” The Company shall give notice of such Default (a “Default Notice”)
to the Defaulting Member and the non-Defaulting Member. A Default Notice shall include a statement of the amount the Defaulting
Member has failed to pay (the “Default Amount”).


 


(b)              
Any amount not paid when due under this Agreement shall bear interest at the Default Rate from the applicable Due Date to
the date of payment.


 


Section 5.4.              
Consequences of Default. Upon receipt of a Default Notice, the non-Defaulting Member may (a) loan to the Defaulting
Member the Default Amount and charge interest at the Default Rate; provided, that, any amounts loaned to the Defaulting Member
by the non-Defaulting Member shall be used by the Defaulting Member to make such Defaulting Member’s required capital contribution
pursuant to Section 5.2 or (b) make a capital contribution to the Company equal to the Default Amount in exchange for additional
Class A Units at a price per Class A Unit equal to $1.00.


 


Section 5.5.              
Capital Accounts and Allocations.


 


(a)               
Capital Accounts. The Company will maintain for each Member owning any Membership Interests a separate Capital Account
with respect to such Membership Interests in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv) and as set
forth in this Agreement. A Member that has more than one Membership Interest shall have a single Capital Account that reflects
all such Membership Interests, regardless of the class of Membership Interests owned by such Member and regardless of the time
or manner in which such Membership Interests were acquired.


 


(b)              
Allocations of Net Profits and Net Losses.


 


(i)                
Net Profits. Subject to the other provisions of this Article V, for purposes of adjusting the Capital Accounts
of the Members, the Net Profits and, to the extent necessary, individual items of income and gain, for any fiscal year shall be
allocated among the Members in proportion to their relative Percentage Interests.


 


(ii)              
Net Losses. Subject to the other provisions of this Article V, for purposes of adjusting the Capital Accounts
of the Members, the Net Losses and, to the extent necessary, individual items of loss, credit and deduction, for any fiscal year
shall be allocated among the Members in proportion to their relative Percentage Interests.


 


(c)               
Regulatory Allocations. Prior to making any allocations under Section 5.5(b), the following special allocations
shall, except as otherwise provided, be made in the following order:


 


(i)                
Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during any Company taxable year, then
each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years)
in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations
Section 1.704-2(g)(2). This Section 5.5(c)(i) is intended to comply with the minimum gain chargeback requirement
of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.


 






    	 	- 22 -	 



     


    

 


(ii)              
Member Minimum Gain Chargeback. If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse
Debt during any Company taxable year, then each Member who has a share of the Company Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company
income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share
of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with
the provisions of Regulations Section 1.704-2(i)(4). This Section 5.5(c)(ii) is intended to comply with the partner
nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently
therewith.


 


(iii)            
Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation, or distribution of the type
contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of income and gain shall be allocated
to all such Members (in proportion to the amounts of their respective deficit Adjusted Capital Accounts) in an amount and manner
sufficient to eliminate the deficit balance in the Adjusted Capital Account of such Member as quickly as possible. It is intended
that this Section 5.5(c)(iii) qualify and be construed as a “qualified income offset” within the meaning
of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.


 


(iv)            
Limitation on Allocation of Net Loss. If the allocation of Net Loss (or items of loss or deduction) to a Member as
provided in Section 5.5(b) hereof would create or increase an Adjusted Capital Account deficit, then there shall be
allocated to such Member only that amount of Net Loss (or items of loss or deduction) as will not create or increase an Adjusted
Capital Account deficit.


 


(v)              
Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant
to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2)
or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of
a distribution to a Member in complete liquidation of its Membership Interest, the amount of such adjustment to the Capital Accounts
shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such
basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their
Capital Accounts are required to be adjusted pursuant to such provisions.


 


(vi)            
Nonrecourse Deductions. The Nonrecourse Deductions for each Company taxable year shall be allocated to the Members
in proportion to their relative interests in the Company.


 






    	 	- 23 -	 



     


    

 


(vii)          
Member Nonrecourse Deductions. The Member Nonrecourse Deductions shall be allocated each year to the Member that
bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which
such Member Nonrecourse Deductions are attributable.


 


(viii)        
Curative Allocations. The allocations set forth in Section 5.5(c) (the “Regulatory Allocations”)
are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may
effect results which would be inconsistent with the manner in which the Members intend to divide Company distributions. Accordingly,
the Managing Member is authorized to divide allocations of Company income, gain, loss, deduction, and other items (other than Regulatory
Allocations) among the Members, to the extent that they exist, so that the net amount of the Regulatory Allocations and the special
allocations to each Member is zero. The Managing Member will have discretion to accomplish this result in any reasonable manner
that is consistent with Code Section 704 and the related Regulations.


 


(d)              
Tax Allocations.


 


(i)                
For any fiscal year or other period during which any part of a Membership Interest in the Company is transferred between
the Company or to another Person, the portion of the Net Profits, Net Losses and other items of income, gain, loss, deduction and
credit that are allocable with respect to such part of a Membership Interest in the Company shall be apportioned between the transferor
and the transferee using any method allowed pursuant to Section 706 of the Code and the applicable Regulations as chosen by
the Managing Member.


 


(ii)              
In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to
any property contributed to the capital of the Company shall, solely for federal income tax purposes, be allocated among the Members
so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes
and its initial Gross Asset Value (computed in accordance with subparagraph (a) of the definition of “Gross Asset Value”).
In the event the Gross Asset Value of any Company asset is otherwise adjusted pursuant to the definition of “Gross Asset
Value,” subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any
variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner
as under Code Section 704(c) and the Regulations thereunder. For purposes of such allocations, the Company shall elect the remedial
allocation method described in Regulations Section 1.704-3(d). Except as provided above, all items of the Company income, gain,
loss, deduction, and credit, as determined for federal income tax purposes, shall be divided among the Members, to the maximum
extent possible, in the same manner in which they share the corresponding items determined for purposes of maintaining Capital
Accounts. Allocations pursuant to this Section 5.5(d) are solely for purposes of federal, state, and local taxes and shall
not affect, or in any way be taken into account in computing, any Capital Account or share of Net Profits, Net Losses, other
items, or distributions pursuant to any provisions of this Agreement.


 






    	 	- 24 -	 



     


    

 


(iii)            
In the event that the Code or any Regulations require allocations of items of income, gain, loss, deduction or credit different
from those set forth in this Article V, the Managing Member is hereby authorized to make new allocations in reliance on
the Code and such Regulations.


 


(iv)            
For purposes of determining a Member’s proportional share of the Company’s “excess nonrecourse liabilities”
within the meaning of Regulations Section 1.752-3(a)(3), each Member’s interest in profits will be deemed to equal each
Member’s interest in Net Profits allocated under Section 5.5(b).


 


ARTICLE
VI

Distributions AND payments


 


Section 6.1.              
Distributions Generally. Subject to Section 7.2, all Available Cash shall be distributed to the Members
of record in proportion to their respective Percentage Interests. Holders of record of the applicable Units for a distribution
made pursuant to this Section 6.1 shall be determined as of close of business on the day on which such distribution is
approved by the Managing Member. Available Cash shall be determined by the Managing Member, subject to Section 7.2, (i)
from time to time promptly following receipt of any proceeds (other than de minimis amounts) by the Company, and (ii) in no event
less frequently than on a calendar quarter basis, effective at the end of each calendar quarter, within 10 days after the end
of such Calendar Quarter. Subject to the other provisions of this Article VI and other than upon a liquidation of the Company
pursuant to Article X, the Company shall distribute the amount of Available Cash to the Members within the earlier of (A)
with respect to distributions of Available Cash in respect of any receipt of proceeds by the Company, within 10 business days
after receipt by the Company of such proceeds, and (B) with respect to distributions of Available Cash in respect of determinations
of Available Cash made on a Calendar Quarter basis, within 10 days following such determination as provided in this Section
6.1.


 


Section 6.2.              
Withholding. The Company may withhold distributions or portions thereof if it is required to do so by any applicable
rule, regulation, or law, and each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to
such Member any amount of federal, state, local or foreign taxes that the Managing Member determines that the Company is required
to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement. Any amounts
withheld pursuant to this Section 6.2 will be treated as having been distributed to such Member. To the extent that
the cumulative amount of such withholding for any period exceeds the distributions to which such Member is entitled for such period,
the amount of such excess will be considered a loan from the Company to such Member, with interest accruing at the Default Rate
or the amount of such excess will be promptly paid to the Company by the Member on whose behalf such withholding is required to
be made. Any income from any deemed loan will not be allocated to or distributed to the Member requiring such loan. Such loan
may, at the option of the Managing Member, be satisfied out of distributions to which such Member would otherwise be subsequently
entitled. Each Member hereby agrees to indemnify and hold harmless the Company, the other Members and the Managing Member from
and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with
respect to income attributable to or distributions or other payments to such Member.


 






    	 	- 25 -	 



     


    

 


ARTICLE
VII

Management/Governance Provisions


 


Section 7.1.              
Management by Managing Member.


 


(a)               
Except with respect to matters on which the approval of all of the Members is expressly required by this Agreement, the
powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed
exclusively by, the Managing Member in its sole discretion.


 


(b)              
The Managing Member shall have the power and authority to delegate to one or more other Persons the Managing Member’s
rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate
to agents, officers and employees of the Managing Member or the Company, and to delegate by a management agreement with or otherwise
to other Persons.


 


(c)               
Subject to Section 7.1 with respect to the Managing Member and notwithstanding anything in this Agreement to
the contrary or any duties (including fiduciary duties) otherwise existing at law or in equity: (i) in the exercise of rights and
performance of duties under this Agreement, each Covered Person will, to the fullest extent permitted by Applicable Law, have no
duties (including fiduciary duties) to the Company or to any Member; (ii) whenever under this Agreement the Managing Member is
permitted or required to make a decision, the Managing Member will be entitled to consider only such interests and factors as it
desires (including such Managing Member’s own interests and the interests of its Affiliates), and will, to the fullest extent
permitted by Applicable Law, have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or
factors affecting the Company, any Member or any other Person; and (iii) whenever under this Agreement any Member is permitted
or required to take any action, each Member will be entitled to consider only such interests and factors as such Member desires
and will, to the fullest extent permitted by Applicable Law, have no duty or obligation (fiduciary or otherwise) to give any consideration
to any interest of or factors affecting the Company or any other Member. The provisions of this Agreement, to the extent that they
restrict or eliminate the duties (including fiduciary duties) and liabilities of a Covered Person otherwise existing at law or
in equity, are agreed by the Members to replace, to the fullest extent permitted by Applicable Law, such other duties and liabilities
of such Covered Person.


 


(d)              
Subject to its obligations and duties as set forth in this Agreement, the Managing Member may exercise any of the powers
granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents,
and the Managing Member shall not be responsible or liable to the Company or any Member for any mistake, action, inaction, misconduct,
negligence, fraud or bad faith on the part of any such agent appointed by the Managing Member unless the Managing Member had knowledge
that such agent was acting unlawfully or engaging in fraud.


 


(e)               
The Managing Member acting for, on behalf of or in relation to, the Company in respect of any transaction, any investment
or any business decision or action, or otherwise shall be entitled to rely on the provisions of this Agreement and any other agreement
or document contemplated by this Agreement and on the advice of counsel, accountants and other professionals that is provided to
the Company or the Managing Member. The Managing Member shall not be liable to the Company or to any Member for its reliance on
any of the foregoing agreements or documents or such advice, provided that, there has not been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that, in respect of such reliance, and taking into account the acknowledgments
and agreements set forth in this Agreement, the Managing Member committed a bad faith violation of the implied contractual covenant
of good faith and fair dealing or, in the case of a criminal matter, acted with knowledge that the Managing Member’s conduct
was unlawful.


 






    	 	- 26 -	 



     


    

 


(f)               
The Managing Member may rely, and shall incur no liability in acting or refraining from acting, upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, paper, document, signature or writing
reasonably believed by the Managing Member to be genuine, and may rely on a certificate signed by an officer, agent or representative
of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge, in each case
unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect
of such reliance, action or inaction, the Managing Member committed a bad faith violation of the implied contractual covenant of
good faith and fair dealing or, in the case of a criminal matter, acted with knowledge that the Managing Member’s conduct
was unlawful.


 


(g)              
No Covered Person shall be liable to the Company or to any Member under this Agreement, at law or in equity for losses sustained
or liabilities incurred as a result of any act or omission (in relation to the Company, any transaction, any investment or any
business decision or action, including for breach of contract or breach of duties including fiduciary duties) taken or omitted
by a Covered Person in connection with the activities of the Company or its subsidiaries, unless there has been a final and non-appealable
judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into account
the acknowledgments and agreements set forth in this Agreement, such Covered Person committed a bad faith violation of the implied
contractual covenant of good faith and fair dealing or, in the case of a criminal matter, acted with knowledge that such Covered
Person’s conduct was unlawful.


 


(h)              
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, NO COVERED
PERSON SHALL BE LIABLE TO THE COMPANY, TO ANY MEMBER OR TO ANY OTHER PERSON MAKING CLAIMS ON BEHALF OF THE FOREGOING FOR CONSEQUENTIAL,
EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE OR
LOSSES BY REASON OF COST OF CAPITAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE GRANTING OR WITHHOLDING OF ANY APPROVAL
REQUIRED HEREUNDER REGARDLESS OF WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE
DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE DUTY OR PRINCIPLE, AND THE COMPANY AND EACH COVERED
PERSON RELEASE EACH OF THE OTHER SUCH PERSONS FROM LIABILITY FOR ANY SUCH DAMAGES.


 






    	 	- 27 -	 



     


    

 


(i)                
The obligations of the Company to the Covered Persons provided in this Agreement or arising under law are solely the obligations
of the Company, and no personal liability whatsoever shall attach to, or be incurred by, any Member or other Covered Person for
such obligations, to the fullest extent permitted by law. The obligations of the Members provided in this Agreement or arising
under law are solely the obligations of such Member, and no personal liability whatsoever shall attach to, or be incurred by, any
other Covered Person for such obligations, to the fullest extent permitted by law. Where the foregoing provides that no personal
liability shall attach to or be incurred by a Covered Person, any claims against or recourse to such Covered Person for or in connection
with such liability, whether arising in common law or equity or created by rule of law, statute, constitution, contract or otherwise,
are expressly released and waived under this Agreement, to the fullest extent permitted by law, as a condition of, and as part
of the consideration for, the execution of this Agreement and any related agreement, and the incurring by the Company or such Member
of the obligations provided in such agreements.


 


(j)                
Nothing in this Section 7.1 shall be deemed to (i) limit or waive any rights that any Person has for breach
of contract or indemnification under the terms of this Agreement or any other agreement or document contemplated by this Agreement
or (ii) release or otherwise prevent any Covered Person from asserting a claim against another Covered Person with respect to a
violation of the implied contractual covenant of good faith and fair dealing implied by Applicable Law.


 


(k)              
Any amendment, modification or repeal of this Section 7.1 or any provision hereof shall be prospective only
and shall not in any way affect the limitations on liability of the Covered Persons, or terminate, reduce or impair the right of
any past, present or future Covered Person, under and in accordance with the provisions of this Section 7.1 as in effect
immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring,
in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


 


(l)                
Each party to this Agreement hereby acknowledges and agrees that each Member, including the Managing Member, and each of
their respective Affiliates (each, a “Competing Person”), may engage or invest in, and devote its and their
time to, such other business ventures or activities as such Person or Persons may choose, whether or not such ventures or activities
are considered competitive with the Company or its business and whether or not the Company or any other Member participates in
such ventures or activities, including the participation by the Company in a joint venture or any other business opportunity with
any Member, without providing any other Member the right to participate in such joint venture or business opportunity (collectively,
the “Right to Compete”), and neither the Company nor any Member will have any right by virtue of this Agreement
or the relationship created hereby in or to such other venture or activity of such Competing Person (or to the income or proceeds
derived therefrom) notwithstanding any duty existing at law or in equity, and the pursuit of such other venture or activity will
not be deemed wrongful or improper or a violation of any duty (fiduciary or otherwise). The Right to Compete of each Competing
Person does not require notice to, approval from, or other sharing with, any of the other Members or the Company. To the fullest
extent permitted by law, the legal doctrines of “corporate opportunity,” “business opportunity” and similar
doctrines will not be applied to any such competitive venture or activity of any Competing Person.


 






    	 	- 28 -	 



     


    

 


Section 7.2.              
Limitations on Managing Member Authority. The Managing Member may not take any of the following actions without
the consent of all of the Members:


 


(a)               
approve future capital contributions to the Company or cause the Company to make any capital call other than those described
above under clause (i) of Section 5.2(a);


 


(b)              
establish any cash reserves;


 


(c)               
incur or guarantee any indebtedness by the Company or any of its subsidiaries;


 


(d)              
incur any material encumbrance or lien on, or pledge or mortgage of, any of the assets of the Company;


 


(e)               
make any material modification of any material contract related to the assets of the Company, including the MarEn LLC Agreement;


 


(f)               
amend the Certificate, this Agreement or the certificate of formation, certificate of incorporation, certificate of limited
partnership or similar charter document of any subsidiary of the Company;


 


(g)              
approve or enter into any merger, business combination or reorganization of the Company or any of its subsidiaries, whether
in one or a series of related transactions;


 


(h)              
approve or enter into any direct or indirect sale, exchange or other transfer of (i) assets of the Company or any subsidiary
of the Company or (ii) equity interests of any Person held by the Company or any subsidiary of the Company;


 


(i)                
admit any new Member of the Company;


 


(j)                
issue any new or additional Membership Interests;


 


(k)              
change the business of the Company and its subsidiaries, taken as a whole, or the purpose of the Company, or of any subsidiary
of the Company;


 


(l)                
elect or change any election to the Company or any subsidiary of the Company (i) to be classified as other than a partnership
or a disregarded entity for tax purposes or (ii) that is otherwise material to the Company or any subsidiary of the Company for
tax purposes;


 


(m)            
dissolve or liquidate the Company or any subsidiary of the Company;


 


(n)              
commence a voluntary case or consent to the entry or an order for relief in an involuntary case against the Company under
any bankruptcy laws; or


 


(o)              
enter into any contract providing for or otherwise committing to take any of the foregoing actions, or delegating authority
to any Person to approve any of the foregoing actions.


 






    	 	- 29 -	 



     


    

 


Section 7.3.              
Fundamental Changes. If, at any time, EECI is removed as the general partner of EEP pursuant to Section 13.2
(or equivalent provision) of the EEP LPA, then, without any further action of the Company or any Member, (a) EECI (or its
designee) shall automatically become the Managing Member, and (b) EEP shall cease to be the Managing Member.


 


ARTICLE
VIII

Accounting and Banking Matters; Tax Matters


 


Section 8.1.              
Books and Records; Reports.


 


(a)               
The Company shall keep and maintain full and accurate books of account for the Company in accordance with GAAP and the terms
of this Agreement. Such books shall be maintained at the principal office of the Company or offsite so long as they are easily
accessible. To the extent reasonably requested, the Members and their Affiliates and designated representatives shall have full
and complete access at all reasonable times to review, inspect and copy the books and records of the Company.


 


(b)              
The Company shall provide to the Members the following reports:


 


(i)                
within 60 days of the end of any calendar quarter, unaudited quarterly consolidated financial statements of the Company
for the previous quarter prepared in accordance with GAAP; and


 


(ii)              
such other reports and information (in any form, electronic or otherwise) as the Members may reasonably request or as the
Managing Member may determine.


 


Section 8.2.              
Fiscal Year. The calendar year shall be selected as the accounting year of the Company and the books of account
shall be maintained on an accrual basis.


 


Section 8.3.              
Bank Accounts. The Company shall maintain one or more bank accounts in the name of the Company in such bank
or banks as may be determined by the Managing Member, which accounts shall be used for the payment of expenditures incurred by
the Company in connection with the business of the Company and in which shall be deposited any and all receipts of the Company.
All such receipts shall be and remain the property of the Company and shall not be commingled in any way with funds of any other
Person.


 


Section 8.4.              
Taxes.


 


(a)               
Tax Returns. The Managing Member (on behalf of the Company) shall prepare and timely file, or cause to be prepared
and timely filed, all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the
Managing Member all pertinent information in its possession relating to the Company’s operations that is necessary to enable
the Company’s tax returns to be timely prepared and filed, including any information necessary for the Company to determine
its withholding obligations, if any, with respect to federal, state and local taxes. The Company shall bear the costs of the preparation
and filing of its returns.


 






    	 	- 30 -	 



     


    

 


(b)              
Tax Partnership. It is the intention of the Members that the Company be classified as a partnership for U.S. federal
income tax purposes. Unless otherwise approved, neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions
of applicable state law or to be classified as other than a partnership pursuant to Regulations Section 301.7701-3, and no
provision of this Agreement (including Section 2.7) shall be construed to sanction or approve such an election.


 


(c)               
Tax Elections. The Company shall make the following elections on the appropriate tax returns:


 


(i)                
to adopt as the Company’s fiscal year the calendar year;


 


(ii)              
to adopt the accrual method of accounting;


 


(iii)            
to amortize the start-up expenses of the Company as permitted by Section 709(b) of the Code;


 


(iv)            
to elect in a timely manner pursuant to Section 754 of the Code and pursuant to corresponding provisions of applicable state
and local tax laws, an election under Section 754 of the Code and the Regulations promulgated thereunder to adjust the bases of
the Company’s properties under Sections 734 and 743 of the Code; and


 


(v)              
any other election the Managing Member may deem appropriate.


 


(d)              
Tax Information. Necessary tax information shall be delivered to each Member as soon as practicable after the end
of each fiscal year of the Company but not later than three (3) months after the end of each fiscal year.


 


(e)               
Tax Matters Member. For all tax years beginning on or before December 31, 2017, the Managing Member shall be the
“tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code to oversee or handle matters relating
to the taxation of the Company. For all tax years beginning after December 31, 2017, pursuant to Section 6221 et. seq.,
Subchapter C of Chapter 63 of Subtitle F of the Internal Revenue Code, the Managing Member shall be the “partnership representative”
of the Company pursuant to Section 6231(a)(7) of the Code (collectively, the tax matters partner and the partnership representative
is the “Tax Matters Member”) to oversee or handle matters relating to the taxation of the Company. As the Tax
Matters Member, the Managing Member shall have the right and obligation to take all actions authorized and required, respectively,
by the Code for the Tax Matters Member.


 


ARTICLE
IX

Indemnification


 


Section 9.1.              
Indemnification.


 


(a)               
Each Covered Person (regardless of such Person’s capacity and regardless of whether another Covered Person is entitled
to indemnification) shall be indemnified and held harmless to the fullest extent permitted by Applicable Law, from and against
any and all loss, liability and expense (including taxes; penalties; judgments; fines; amounts paid or to be paid in settlement;
costs of investigation and preparations; and fees, expenses and disbursements of attorneys, whether or not the dispute or proceeding
involves the Company or any director or Member) reasonably incurred or suffered by any such Covered Person in connection with the
activities of the Company or its subsidiaries (collectively, “Indemnifiable Losses”); provided, that
such Covered Person shall not be so indemnified and held harmless if there has been a final and non-appealable judgment entered
by a court of competent jurisdiction determining that, in respect of the matter for which such Covered Person is seeking indemnification
or seeking to be held harmless hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement,
such Covered Person engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that such
Covered Person’s conduct was unlawful. Any indemnification under this Article IX shall be the obligation of the Company.
The indemnification provided by this Section 9.1 shall be in addition to any other rights to which a Covered Person
may be entitled under any agreement, as a matter of law or otherwise, both as to actions in such Covered Person’s capacity
as a Covered Person hereunder and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased
to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of such Covered Person.
A Covered Person shall not be denied indemnification in whole or in part under this Section 9.1 because such Covered
Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted
by the terms of this Agreement or any other agreement or document contemplated by this Agreement.


 






    	 	- 31 -	 



     


    

 


(b)              
The Company may purchase and maintain insurance on behalf of such Persons as the Members shall determine against any liability
that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities,
regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of
this Agreement.


 


(c)               
Reasonable, documented expenses incurred by a Covered Person in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding;
provided, however, that any such advance shall only be made if the Covered Person delivers a written affirmation by such Covered
Person of its good faith belief that it is entitled to indemnification hereunder and agrees to repay all amounts so advanced if
it shall ultimately be determined that such Covered Person is not entitled to be indemnified hereunder.


 


(d)              
The indemnification provided in this Section 9.1 is for the benefit of each Covered Person and shall not be
deemed to create any right to indemnification for any other persons.


 


(e)               
Notwithstanding anything to the contrary in this Article IX, in no event shall (i) any failure of any Member to receive
distributions, (ii) any express allocation to any Member or (iii) any obligation of any Member to make a Capital Contribution to
the Company under this Agreement constitute an Indemnifiable Loss.


 






    	 	- 32 -	 



     


    

 


ARTICLE
X

Dissolution, Liquidation and Termination


 


Section 10.1.          
Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:


 


(a)               
the election by the Managing Member, subject to Section 7.2, to dissolve the Company;


 


(b)              
entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or


 


(c)               
at any time there are no members of the Company.


 


Section 10.2.          
Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreement
and any other actions necessary to wind up the Company, the Managing Member shall file a certificate of cancellation with the
Secretary of State of Delaware, and the Company shall be terminated.


 


Section 10.3.          
Winding Up. Except as otherwise provided in the Certificate or this Agreement, the Managing Member may wind
up the Company’s affairs. The Managing Member shall continue to function, for the purpose of winding up, in accordance with
the procedures set by the Act, the Certificate, and this Agreement, and shall be subject to no greater liabilities than would
apply in the absence of dissolution.


 


Section 10.4.          
Liquidation and Termination. Upon dissolution of the Company, the Managing Member shall serve as liquidator.
The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein
and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue
to operate the Company properties with all of the power and authority of the Members. The proceeds of such liquidation shall be
applied in the following order of priority:


 


(a)               
First, to the payment of the debts and liabilities of the Company and the costs and expenses of the dissolution and liquidation
(including any reserves which the liquidator may deem reasonably necessary for any contingent, conditional or unmatured liabilities
of the Company); and


 


(b)              
Second, to the Members or their successors-in-interest, in accordance with the positive balances in their respective Capital
Accounts.


 


Section 10.5.          
Deficit Capital Accounts. No Member will be required to pay to the Company, to any other Member or to any third
party any deficit balance that may exist from time to time in the Member’s Capital Account.


 






    	 	- 33 -	 



     


    

 


ARTICLE
XI

General Provisions


 


Section 11.1.          
Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents
provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing
in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested
or by delivering that writing to the recipient in person, by courier, by electronic transmission, or by facsimile transmission;
and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices,
requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Exhibit 3.1
or such other address as that Member may specify by notice to the other Members. All notices, requests, and consents to be
sent to the Company must be sent to or made at the address of the Company's principal place of business or such other address
as set forth in Exhibit 3.1, or as the Company may specify by notice to the Members.


 


Section 11.2.          
Amendment or Modification. This Agreement may be amended or modified by the Managing Member, subject to Section
7.2.


 


Section 11.3.          
Entire Agreement. This Agreement, along with any exhibits attached hereto and any agreements or documents specifically
referenced herein or therein, constitute the full and complete agreement of the parties hereto with respect to the subject matter
hereof and thereof.


 


Section 11.4.          
Effect of Waiver or Consent. The failure of any Person to insist upon strict performance of a covenant hereunder
or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of
such Person's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or
default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default
in the performance of the same or any other obligation hereunder.


 


Section 11.5.          
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Members and their
respective heirs, legal representatives, successors, and permitted assigns.


 


Section 11.6.          
Governing Law; Disputes. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF
THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED
TO OR ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS HEREBY WAIVED BY EACH OF THE MEMBERS.


 


Section 11.7.          
Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered
divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this
Agreement shall remain in full force and effect; provided, however, that if any provision may be made enforceable
by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted
by Applicable Law.


 






    	 	- 34 -	 



     


    

 


Section 11.8.          
Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member
shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate
to effectuate and perform the provisions of this Agreement and those transactions.


 


Section 11.9.          
Public Announcements. Any press release or other public statement issued by the Company with respect to this
Agreement or the transactions contemplated hereby shall be issued only after having provided reasonable advance notice of same
to the Members; provided, that in no event shall the economic terms of this Agreement or the transactions contemplated
hereby be disclosed by any Person, unless each Member has consented in advance to such disclosure or such disclosure is required
pursuant to Applicable Law or by order of a court of applicable jurisdiction.


 


Section 11.10.      
No Third Party Beneficiaries.


 


Except as otherwise
provided in Article IX, it is the intent of the parties hereto that no third-party beneficiary rights be created or
deemed to exist in favor of any Person not a party to this Agreement, unless otherwise expressly agreed to in writing by the parties.


 


Section 11.11.      
Confidentiality. Subject to Section 11.9, each Member agrees that all non-public information received
from or otherwise relating to, the Company, its subsidiaries and businesses, their Members, or any third party who has entrusted
the Company with confidential information with the expectation that such information will be kept confidential, is confidential
and will not be disclosed or otherwise released to any other Person (other than to an Affiliate of a Member or to a consultant
or other advisor to such Member who agrees to be bound by the obligations of this Section 11.12 as if it were a party
to this agreement). The restrictions set forth herein do not apply to any disclosures required by law or regulatory authority
(pursuant to the advice of counsel). The restrictions set forth in this Agreement do not apply to any disclosures relating to
U.S. federal and state income tax treatment and tax structure of the transaction contemplated hereby and all materials of any
kind (including opinions and tax analyses) relating to such tax treatment and tax structure.


 


Section 11.12.      
Counterparts. This Agreement may be executed in any number of counterparts, with each such counterpart constituting
an original and all of such counterparts constituting but one and the same instrument.


 


 


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    	 	- 35 -	 



     


    

 





IN WITNESS WHEREOF, the Members
have executed this Agreement as of the date first above written.


 





	 	ENBRIDGE ENERGY PARTNERS, L.P.
	 	 	 
	 	By: Enbridge Energy Management, L.L.C., as delegate of Enbridge Energy Company, Inc., its General Partner
	 	 	 
	 	By:	/s/ STEPHEN J. NEYLAND
	 	Name: Stephen J. Neyland
	 	Title: Vice President - Finance
	 	 	 
	 	 ENBRIDGE ENERGY COMPANY, INC.
	 	 	 
	 	By:	/s/ MARK A. MAKI
	 	Name: Mark A. Maki
	 	Title: President


 


 







 


SIGNATURE PAGE TO LIMITED LIABILITY COMPANY
AGREEMENT OF ENBRIDGE HOLDINGS (DAKTEX) L.L.C.




 




     

     


    

 


EXHIBIT A


 


FORM OF CALL NOTICE


 


ENBRIDGE HOLDINGS (DAKTEX) L.L.C.


 


CALL NOTICE


 


Reference is made to
the Amended and Restated Limited Liability Company Agreement (as amended, supplemented and restated from time to time, the “LLC
Agreement”) of Enbridge Holdings (DakTex) L.L.C., A Delaware limited liability company (the “Company”),
dated as of April 27, 2017. Terms used in this Call Notice and not otherwise defined herein shall have the respective meanings
set forth in the LLC Agreement. Pursuant to Section 5.2(a) of the LLC Agreement, the Company hereby requests that Members
make capital contributions to the Company as follows:


 


		1.	Aggregate Amount of Capital Call:$___________



 


		2.	Date funds are required to be received by the Company (the “Due Date”):
___________, 20__



 





	3.	Use of Proceeds:   	 


	 	  
	 	 
	 	 



  


		4.	Capital contribution of each Member:



 


	Member	Capital Contribution
	Enbridge Energy Company, Inc.	$[                        ]
	Enbridge Energy Partners, L.P.	$[                        ]


 


 


		5.	Instructions for Wire Transfer: ________________________________



 


 


 


[Signature page follows.]


 




     

     


    

 


IN WITNESS WHEREOF,
the undersigned has executed this Call Notice on behalf of the Company on this ____ day of __________, 20__.


 





	 	ENBRIDGE HOLDINGS (DAKTEX) L.L.C.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  




     

     


    

 


EXHIBIT 3.1

MEMBER ADDRESSES AND UNITS


 


	Member	Address	Units
	Enbridge Energy Company, Inc.	
        1100 Louisiana St., Suite 3300

        Houston, Texas 77002

        Attn: Corporate Secretary

        Fax: 713-821-2229
	379,796,696 Class A Units
	Enbridge Energy Partners, L.P. 	
        1100 Louisiana St., Suite 3300

        Houston, Texas 77002

        Attn: Corporate Secretary

        Fax: 713-821-2229
	1,139,390,087 Class A Units


 





	Address of Company for Notice Purposes:	Enbridge Holdings (DakTex) L.L.C.
	 	 	1100 Louisiana St., Suite 3300
	 	Houston, TX 77002
	 	Attn: 	Corporate Secretary
	 	Fax:	713-821-2229