Page 6 - Acquisition
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018
NOW, THEREFORE, the
General Partner, pursuant to its authority under Section 13.1(d) and the exercise of its discretion, does hereby amend and restate
the Second Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of January 21, 2018, to provide,
in its entirety, as follows:
The following definitions
shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form
of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing
the long-term operating capacity or asset base of the Partnership Group from the operating capacity or asset base of the Partnership
Group existing immediately prior to such transaction.
Limited Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.3 and who
is shown as such on the books and records of the Partnership.
Capital Account” means the Capital Account maintained for each Partner as of the end of each fiscal year of the Partnership,
(a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c)
(or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the
amount of all losses and deductions that, as of the end of such fiscal year, are reasonably expected to be allocated to such Partner
in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii)
the amount of all distributions that, as of the end of such fiscal year, are reasonably expected to be made to such Partner in
subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to
such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions
are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(c)(i)
or 6.1(c)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partner
in respect of a Common Unit or any other Partnership Interest shall be the amount that such Adjusted Capital Account would be if
such Common Unit or other Partnership Interest were the only interest in the Partnership held by such Partner from and after the
date on which such Common Unit or other Partnership Interest was first issued.