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Page 1 - Exhibit 3.1

SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 11/21/2017


 

Exhibit 3.1

 

 

AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

SPECTRA ENERGY PARTNERS, LP

 

This Amendment No. 2 (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), dated as of November 1, 2013, as amended by Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated July 2, 2015 (as amended, the “Partnership Agreement”), is entered into effective as of November 20, 2017, by Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership, as the General Partner. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

 

RECITALS

 

WHEREAS, Section 9.3 of the Partnership Agreement currently provides as follows:

 

“Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings.”

 

WHEREAS, the Bipartisan Budget Act of 2015 eliminates the concept of a “Tax Matters Partner,” replaces it with the concept of a “Partnership Representative” and makes certain changes to the manner in which partnerships and their partners are audited and taxes may be assessed therefrom, each effective for tax years commencing after December 31, 2017;

 

WHEREAS, the changes to the manner in which partnerships and their partners are audited and their taxes assessed under such act have the potential to shift responsibility for taxes from the partners of the partnership in a particular tax year to the partners of the partnership in a different tax year;

 

WHEREAS, the General Partner desires to adopt amendments to the Partnership Agreement in order to address the provisions of such act, including amendments that provide the Partnership with the discretion to avoid or minimize a shift in the responsibility for taxes from the partners of the partnership in a particular tax year to the partners of the partnership in a different tax year;

 

WHEREAS, Section 9.2 of the Partnership Agreement provides the General Partner with authority to determine whether the Partnership should make elections permitted by the Code;

 

WHEREAS, Section 13.1(c) of the Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines to be necessary or appropriate to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;

 

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