Page 19 - U.S. GAAP
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018
means United States generally accepted accounting principles consistently applied.
Opinion of Counsel” has the meaning assigned to such term in Section 11.1(b).
Unless the context
requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections
refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including”
or words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof”,
“herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this
Agreement. The and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning
or interpretation of this Agreement.
The General Partner
and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions
of the Delaware Act and hereby amend and restate the Second Agreement of Limited Partnership of Spectra Energy Partners, LP in
its entirety. This amendment and restatement shall become effective on the date of this Agreement simultaneously with the effectiveness
of the transactions contemplated by the Equity Restructuring Agreement. Except as expressly provided to the contrary in this Agreement,
the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution
and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property
of the owner thereof for all purposes.
The name of the Partnership
shall be “Spectra Energy Partners, LP”. The Partnership’s business may be conducted under any other name or names
as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “LP,”
“Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose
of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at
any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited