Exhibit 10.1


 


AMENDMENT NO. 3 TO CREDIT AGREEMENT


 


This AMENDMENT NO. 3
TO CREDIT AGREEMENT, dated as of September 30, 2016 (this “Amendment”), is by and among MIDCOAST ENERGY
PARTNERS, L.P., a Delaware limited partnership (the “Parent Borrower”), MIDCOAST OPERATING, L.P., a Texas
limited partnership (the “Opco Borrower” and, together with the Parent Borrower, the “Borrowers”),
the Subsidiary Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), a Swing Line Lender and an L/C Issuer.


 


WITNESSETH:


 


WHEREAS, the Borrowers,
the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of November 13, 2013 (as heretofore
amended, supplemented or otherwise modified, the “Credit Agreement”); and


 


WHEREAS, the Parent
Borrower has requested that the definition of Consolidated EBITDA be modified to include cash distributions in excess of cumulative
equity earnings from both Texas Express Pipeline LLC and Texas Express Gathering LLC;


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


SECTION 1. Definitions.
Unless otherwise defined in this Amendment, capitalized terms used in this Amendment, which are defined in the Credit Agreement,
as amended hereby (the “Amended Credit Agreement”), shall have the meanings assigned to such terms in
the Credit Agreement. The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall apply to
this Amendment.


 


SECTION 2.   Amendments
to Credit Agreement.


 


(a)     Section
1.01 of the Credit Agreement is hereby amended by amending the definition of Consolidated EBITDA to read in its entirety:


 




     

     


    

 





““Consolidated
EBITDA” means, for any period, for the Parent Borrower and its Subsidiaries (for the avoidance of doubt, excluding
the Unrestricted Subsidiaries) on a consolidated basis, an amount equal to the sum of (a) Consolidated Net Income for such period,
plus (b) (i) Consolidated Interest Expense deducted in determining such Consolidated Net Income, (ii) the amount of taxes, based
on or measured by income, used or included in the determination of Consolidated Net Income, (iii) the amount of depreciation and
amortization expense deducted in determining such Consolidated Net Income, (iv) the amount of any one-time costs incurred in connection
with the initial public offering of the Parent Borrower’s equity securities, this Agreement and the initial Loan Documents
and its and its Subsidiaries’ credit support arrangements with its Affiliates, (v) non-cash operating expenses in an aggregate
amount not to exceed $25,000,000 in any period and (vi) any cash distributions in excess of cumulative equity earnings from each
of Texas Express Pipeline LLC and Texas Express Gathering LLC; provided that for purposes of the foregoing, Consolidated Net Income
and Consolidated Interest Expense shall be adjusted with respect to net income and expenses of non-Wholly-Owned Subsidiaries (other
than the Opco Borrower), to the extent not already excluded from Consolidated Net Income, to reflect the applicable Borrower’s
pro rata ownership interest therein. For purposes of any calculations under the Loan Documents, Consolidated EBITDA shall be deemed
to be: $49,300,000 for the fiscal quarter ending June 30, 2013, $67,900,000 for the fiscal quarter ending March 31, 2013 and $74,800,000
for the fiscal quarter ending December 31, 2012. If any Subsidiary is an Excluded Subsidiary on both (i) the last day of a Subject
Period and (ii) on the date (as used in this paragraph, the “Determination Date”) that is the earlier of (x) the date
that the Parent Borrower delivers a Compliance Certificate pursuant to Section 6.02(a)(i) for such Subject Period and (y) the date
that the Parent Borrower is required to deliver such Compliance Certificate pursuant to Section 6.02(a)(i), then the net income
of such Subsidiary shall not be included in the calculation of Consolidated Net Income for such Subject Period and such Subsidiary’s
interest expense, income taxes, depreciation and amortization shall not be added to Consolidated Net Income pursuant to clause
(b) above. If a Subsidiary is not an Excluded Subsidiary on the last day of the Subject Period, or if such Subsidiary is an Excluded
Subsidiary on the last day of a Subject Period but is no longer an Excluded Subsidiary on the Determination Date, then such Subsidiary
will not be considered an Excluded Subsidiary during any part of the Subject Period, its net income will be included in the calculation
of Consolidated Net Income for the Subject Period to the same extent as if it had not been an Excluded Subsidiary during any part
of the Subject Period, and its interest expense, income taxes, depreciation and amortization will be added to Consolidated Net
Income pursuant to clause (b) above. For the avoidance of doubt, and by way of an example (but not exhaustive of all other applicable
examples), the EBITDA for a Subject Period which is attributable to a Subsidiary, that at any time during that Subject Period was
an Excluded Subsidiary, shall nonetheless be included in the Consolidated EBITDA for such Subject Period if, on either the last
day of the Subject Period or the Determination Date such Subsidiary is, for whatever reason, no longer an Excluded Subsidiary,
including by reason of discharging the Indebtedness that imposed the applicable Excluded Subsidiary Transfer Restriction or Excluded
Subsidiary Transfer Restrictions or having otherwise terminated the application of all related provisions that imposed such restriction
or restrictions.”


 




    	 	2	 



     


    

 


SECTION 3. Representations
and Warranties.


 


To induce the other parties
hereto to enter into this Amendment, the Borrowers represent and warrant that, as of the date hereof:


 


(a)          both
immediately before and after giving effect to this Amendment, all representations and warranties of the Borrowers contained in
Article V of the Credit Agreement, and which are contained in any Loan Document furnished by any Loan Party at any time
under, or in connection with, this Amendment or the Credit Agreement, are true and correct, except to the extent that such representations
and warranties specifically refer to a different date, in which case they are true and correct as of such date and except that
the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement
shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01 of the Credit Agreement;


 


(b)          both
immediately before and after giving effect to this Amendment, no Default or Event of Default exists;


 


(c)          the
execution, delivery and performance by each Loan Party of this Amendment and the performance by such Loan Party of the Amended
Credit Agreement and each Loan Document to which such Loan Party is a party have been duly authorized by all necessary corporate
or other organizational action, and do not and will not (i) violate the terms of any of the Loan Party’s Organization
Documents, (ii) result in any breach of, constitute a default under, or require, pursuant to the express provisions thereof,
the creation of any consensual Lien on the properties of such Loan Party under, any Contractual Obligation to which such Loan Party
is a party or any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its property is subject,
or (iii) violate any Law, in each case with respect to the preceding clauses (i) through (iii), which would
reasonably be expected to have a Material Adverse Effect;


 


(d)          this
Amendment and the Amended Credit Agreement constitute legal, valid and binding obligations of each Loan Party, enforceable against
such Loan Party in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and


 


(e)          no
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is required
to be obtained or made by any Loan Party by any material statutory law or regulation applicable to it as a condition to the execution,
delivery or performance by, or enforcement against, such Loan Party of this Amendment or the performance by, or enforcement against,
such Loan Party of the Amended Credit Agreement.


 


SECTION 4. Conditions
to Effectiveness. This Amendment shall become effective as of the date first written above when, and only when,


 


		(a)	the Administrative Agent shall have received:



 


		(i)	counterparts of this Amendment duly executed and delivered by the Borrowers, the Subsidiary Guarantors,
the Administrative Agent and the Required Lenders;



 




    	 	3	 



     


    




 


		(ii)	such certificates of resolutions or other action, incumbency
certificates and/or other certificates of the secretary or an assistant secretary of each Borrower and the Subsidiary Guarantors,
as the Administrative Agent may timely request to establish the identities of and verify the authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Amendment;



 


		(iii)	such evidence as the Administrative Agent may reasonably
request to verify that each Loan Party is duly organized or formed, validly existing and in good standing in the jurisdiction
where organized; and



 


		(iv)	a certificate dated as of the date hereof signed by a
Responsible Officer of the Parent Borrower certifying as to the matters set forth in Sections 3(a) and (b) above;
and



 


(b)          the
Parent Borrower shall have reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Parent Borrower, all out-of-pocket
expenses required to be reimbursed or paid by the Parent Borrower under the Credit Agreement.


 


SECTION 5. Governing Law.


 


THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.


 


SECTION 6. Counterparts.


 


This Amendment may be
executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Delivery of a counterpart to this Amendment
may be made by facsimile or other electronic transmission in .pdf format.


 




    	 	4	 



     


    

 


SECTION 7. Effect of Amendment.


 


From and after the effectiveness
of this Amendment, each reference to “hereof”, “hereunder”, “herein” and “hereby”
and each other similar reference and each reference to “this Agreement” and each other similar reference contained
in the Credit Agreement shall refer to the Amended Credit Agreement. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative
Agent or the Lenders under the Credit Agreement or under any other Loan Document, and shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect (including, without
limitation, each Subsidiary Guarantor’s obligations under Article XI of the Amended Credit Agreement). This Amendment
shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.


 


SECTION 8. Confirmation of
Loan Documents.


 


The terms, provisions,
conditions and covenants of the Amended Credit Agreement and the other Loan Documents remain in full force and effect and are hereby
ratified and confirmed in all respects, and the execution, delivery and performance of this Amendment shall not, except as expressly
set forth in this Amendment, operate as a waiver of, consent to or amendment of any term, provision, condition or covenant thereof.
Without limiting the generality of the foregoing, nothing contained herein shall be deemed (a) to constitute a waiver of compliance
or consent to noncompliance by any Loan Party with respect to any term, provision, condition or covenant of the Credit Agreement
or any other Loan Document, (b) to prejudice any right or remedy that the Administrative Agent or any Lender may now have or may
have in the future under or in connection with the Amended Credit Agreement or any other Loan Document or (c) to constitute a waiver
of compliance or consent to noncompliance by any Loan Party with respect to the terms, provisions, conditions and covenants of
the Amended Credit Agreement and the other Loan Documents made the subject hereof. Each Loan Party hereby represents and acknowledges
that it has no claims, counterclaims, offsets, credits or defenses to the Loan Documents or the performance of its obligations
thereunder.


 


SECTION 9. Headings.


 


Section and subsection
headings in this Amendment are for convenience of reference only, and are not part of, and are not to be taken into consideration
in interpreting, this Amendment.


 


SECTION 10. Entire Agreement.


 


THIS AMENDMENT, THE AMENDED
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.


 


[Remainder of Page Intentionally Left
Blank; Signature Pages Follow]


 




    	 	5	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered as of the date and year first above written.


 


	 	BORROWERS:
	 	 
	 	MIDCOAST ENERGY PARTNERS, L.P.
	 	a Delaware limited partnership,
	 	as Parent Borrower
	 	 
	 	By:	Midcoast Holdings, L.L.C.,
	 	 	its General Partner


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 





	 	MIDCOAST OPERATING, L.P.
	 	a Texas limited partnership,
	 	as Opco Borrower
	 	 
	 	By:	Midcoast OLP GP, L.L.C., its General Partner


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	
        SUBSIDIARY GUARANTORS: 

	 	 
	 	Enbridge G & P (East Texas) L.P.
	 	 
	 	Enbridge Pipelines (East Texas) L.P.
	 	 
	 	Enbridge G & P (Oklahoma) L.P.
	 	 
	 	Enbridge Pipelines (North Texas), L.P.
	 	 
	 	Enbridge G & P (North Texas) L.P.
	 	 
	 	ELTM, L.P.
	 	 
	 	Enbridge Pipelines (Texas Gathering) L.P.
	 	 
	 	Enbridge Marketing (North Texas) L.P.
	 	 
	 	ENBRIDGE GATHERING (NORTH TEXAS) L.P.
	 	 
	 	eNBRIDGE LIQUIDS MARKETING (NORTH TEXAS) L.P.
	 	 
	 	ENBRIDGE PIPELINES (TEXAS LIQUIDS) l.P.
	 	 
	 	ENBRIDGE PIPELINES (TEXAS INTRASTATE) L.P.
	 	 
	 	ENBRIDGE PARTNERS RISK MANAGEMENT, L.P.


 


	 	By:	Enbridge Holdings (Texas Systems) L.L.C.,
	 	 	the General Partner, and as the General
	 	 	Partner, of each of the foregoing listed entities


 


	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	Enbridge Energy Marketing, L.L.C.
	 	 	 
	 	
        By: 
	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Midcoast OLP GP, L.L.C.
	 	 	 
	 	
        By: 
	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ENBRIDGE PIPELINES (OKLAHOMA TRANSMISSION) L.L.C.
	 	 	 
	 	
        By: 
	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ENBRIDGE MARKETING (U.S.) L.P.
	 	 	 
	 	By:	Enbridge Marketing (U.S.) L.L.C., its General Partner


 


	 	
        By: 
	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, an L/C Issuer and a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	CITIBANK, N.A., 
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	BARCLAYS BANK PLC, 
	 	as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 
	 	as a Lender
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, 
	 	as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	GOLDMAN SACHS BANK USA, 
	 	as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	JPMORGAN CHASE BANK, N.A., 
	 	as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	UBS AG, Stamford Branch, 
	 	as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	WELLS FARGO BANK, N.A., 
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	MIZUHO BANK, LTD., 
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION, 
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	MORGAN STANLEY BANK, N.A., 
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)	 



     


    

 


	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Amendment No. 3 to Credit Agreement (MEP)