Page 10 - Conversion of Incentive Distribution Rights and Restructuring General Partner Interest
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018
2.2 Conversion of Incentive Distribution Rights and
Restructuring General Partner Interest. At the Closing, the Incentive Distribution Rights held by SEP GP and the
General Partner Interest shall, effective as of the Closing, be automatically converted into 172,500,000 Common Units (the “Restructuring
Common Units”) and a non-economic general partner interest in SEP (the “Conversion”) with such conversion
being deemed to have occurred immediately upon execution of the Amended Partnership Agreement as set forth in Section 2.3. Immediately
upon execution of the Amended Partnership Agreement, (i) the Incentive Distribution Rights shall be cancelled and shall cease to
exist and (ii) SEP shall direct the Transfer Agent for its Common Units to reflect on its records to issuance of the Restructuring
Common Units to SEP GP in order to reflect the Conversion.
2.3 Partnership Agreement Amendment. Simultaneously
with the Closing, the SEP Partnership Agreement shall be amended and restated in its entirety by SEP GP (i) acting in its individual
capacity as the sole holder of the General Partner Interest and the Incentive Distribution Rights and not in its capacity as the
general partner of SEP in accordance with Sections 13.3(b) and 13.3(c) of the SEP Partnership Agreement, and (ii) acting in
its capacity as the general partner of SEP pursuant to its authority in Sections 13.1(d) and 13.1(g) of the SEP Partnership
Agreement, to read as set forth in Exhibit A to reflect the Transactions, and as so amended and restated shall be the limited
partnership agreement of SEP (such amended and restated agreement being referred to as the “Amended Partnership Agreement”)
until duly amended in accordance with its terms and applicable Law.
2.4 Further Assurances. Each of the
Parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall
take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of this Agreement
and give effect to the Transactions.
REPRESENTATIONS AND WARRANTIES of SEP
SEP represents and warrants
to SEP GP as follows:
3.1 Organization and Good Standing.
has been duly organized, is validly existing and is in good standing under the Laws of the State of Delaware and has all requisite
corporate or similar power and authority to own and operate its properties and assets and to carry on its business as presently
is qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing)
in each jurisdiction where the ownership or operation of its properties or assets or conduct of its business requires such qualification.