Exhibit 10.1


 


EQUITY RESTRUCTURING AGREEMENT


 


by and between


 


SPECTRA ENERGY PARTNERS (DE) GP, LP


 


and


 


SPECTRA ENERGY PARTNERS, LP


 


Dated as of January 21, 2018


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I
	 	 	 
	DEFINITIONS AND TERMS	3
	 	 	 
	Section 1.1	Certain Definitions	3
	Section 1.2	Other Terms	5
	Section 1.3	Calculation of Time Periods	5
	Section 1.4	Other Definitional Provisions	6
	 	 	 
	Article II
	 	 	 
	TRANSACTIONS; closing	6
	 	 	 
	Section 2.1	Closing	6
	Section 2.2	Conversion of Incentive Distribution Rights and Restructuring General Partner Interest	7
	Section 2.3	Partnership Agreement Amendment	7
	Section 2.4	Further Assurances	7
	 	 	 
	Article III
	 	 	 
	REPRESENTATIONS AND WARRANTIES of SEP	7
	 	 	 
	Section 3.1	Organization and Good Standing	7
	Section 3.2	Authorization under SEP Partnership Agreement	8
	Section 3.3	Non-Contravention	8
	Section 3.4	Governmental Consents and Approvals	8
	Section 3.5	Restructuring Common Units	8
	Section 3.6	Securities Law Compliance	9
	Section 3.7	No Brokers or Finders	9
	Section 3.8	No Other Representations or Warranties	9
	 	 	 
	Article IV
	 	 	 
	REPRESENTATIONS AND WARRANTIES OF SEP GP	9
	 	 	 
	Section 4.1	Organization and Good Standing	9
	Section 4.2	Authorization under Organizational Documents	10
	Section 4.3	Equity Interests	10
	Section 4.4	Non-Contravention	10
	Section 4.5	Governmental Consents and Approvals	10
	Section 4.6	Investment Intent and Securities Law Compliance	10


 




    	 	i	 



     


    

 


	Section 4.7	No Brokers or Finders	11
	Section 4.8	No Other Representations or Warranties	11
	 	 	 
	Article V
	 	 	 
	AGREED TAX TREATMENT	12
	 	 	 
	Section 5.1	Agreed Tax Treatment	12
	Section 5.2	Tax Representations and Covenants	12
	 	 	 
	Article VI
	 	 	 
	MISCELLANEOUS	13
	 	 	 
	Section 6.1	Notices	13
	Section 6.2	Amendment; Waiver	14
	Section 6.3	No Assignment or Benefit to Third Parties	14
	Section 6.4	Entire Agreement	14
	Section 6.5	Fulfillment of Obligations	14
	Section 6.6	Expenses	14
	Section 6.7	Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury	15
	Section 6.8	Specific Performance	16
	Section 6.9	Counterparts	16
	Section 6.10	Headings	16
	Section 6.11	Severability	16
	Section 6.12	Action by SEP	16


 


EXHIBITS


 


	Exhibit A	Form of Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP


 




    	 	ii	 



     


    

 


EQUITY RESTRUCTURING
AGREEMENT


 


This EQUITY RESTRUCTURING
AGREEMENT, dated as of January 21, 2018, is entered into by and between Spectra Energy Partners (DE) GP, LP, a Delaware limited
partnership (“SEP GP”) (acting in its individual capacity and not in its capacity as the general partner of
SEP), and Spectra Energy Partners, LP, a Delaware limited partnership (“SEP”).


 


WITNESSETH:


 


WHEREAS, Enbridge (U.S.)
Inc. (“Enbridge US”) (an indirect, wholly owned subsidiary of Enbridge Inc. (“ENB”)) delivered
a certain non-binding offer letter dated November 29, 2017 to SEP, with respect to an equity restructuring of ENB’s
indirect ownership interests in SEP;


 


WHEREAS (a) SEP GP
(an indirect, wholly owned subsidiary of Enbridge US) is the general partner of SEP and owns (i) all of the Incentive Distribution
Rights in SEP, (ii) all of the general partner units in SEP, which equates to a 2% General Partner Interest in SEP, and (iii)
a 15.8% limited partner interest in SEP, and (b) SEP GP, together with certain other indirect, wholly owned subsidiaries of ENB,
owns an aggregate number of Common Units in SEP, which equates to a 72.5% limited partner interest in SEP;


 


WHEREAS, at the Closing,
on the terms and subject to the conditions set forth herein, the Incentive Distribution Rights and the General Partner Interest
will be converted into the Restructuring Common Units and a non-economic general partner interest in SEP (collectively, including
the amendment and restatement of the SEP Partnership Agreement as provided herein, the “Transactions”);


 


WHEREAS, the conflicts
committee (the “Conflicts Committee”) of the board of directors (the “Board”) of Spectra
Energy Partners GP, LLC, a Delaware limited liability company (“SEP GP LLC”), the general partner of SEP GP,
has (i) received the opinion of Jefferies LLC, the financial advisor to the Conflicts Committee, to the effect that the aggregate
consideration to be paid by SEP pursuant to this Agreement is fair to SEP and the holders of SEP’s Common Units (other
than SEP GP and its Affiliates) from a financial point of view, (ii) determined that this Agreement, the Amended Partnership
Agreement and the Transactions are in the best interest of SEP and the holders of SEP’s Common Units (other than SEP GP and
its Affiliates), (iii) approved this Agreement, the Amended Partnership Agreement and the Transactions, which such approval constituted
“Special Approval” for purposes of the SEP Partnership Agreement, and (iv) recommended that the Board approve this
Agreement, the Amended Partnership Agreement and the Transactions;


 


WHEREAS, (i) based upon the Conflicts Committee’s recommendation referenced above, the Board has
determined that this Agreement, the Amended Partnership Agreement and the Transactions are fair and reasonable to, and in the best
interest of, SEP and the holders of SEP’s Common Units (other than SEP GP and its Affiliates), (ii) the Board has determined
that this Agreement, the Amended Partnership Agreement and the Transactions are fair and reasonable to, and in the best interest
of, SEP GP, acting in its individual capacity and not as the general partner of SEP (including in SEP GP’s capacity as the
owner of the Incentive Distribution Rights in SEP, the 2% General Partner Interest in SEP and a portion of the issued Common Units),
and (iii) the Board has determined that this Agreement, the Amended Partnership Agreement and the Transactions are approved,
authorized and adopted in all respects;


  




    	 	1	 



     


    

 


WHEREAS, SEP GP, without
the approval of any Limited Partners, may amend any provision of the SEP Partnership Agreement, and execute, swear to, acknowledge,
deliver, file and record whatever documents may be required in connection therewith, (i) pursuant to Section 13.1(d)
of the SEP Partnership Agreement to reflect a change that SEP GP determines does not adversely affect in any material respect
the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership
Interests or (ii) pursuant to Section 13.1(g) of the SEP Partnership Agreement to reflect an amendment that SEP GP determines
to be necessary or appropriate in connection with the authorization or issuance of any class or series of Partnership Securities
pursuant to Section 5.6 of the SEP Partnership Agreement;


 


WHEREAS, SEP GP has determined
that the revisions to the SEP Partnership Agreement to be effected by adoption of the Amended Partnership Agreement (i) do not
adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests
as compared to other classes of Partnership Interests and (ii) are necessary or appropriate in connection with the authorization
or issuance of any class or series of Partnership Securities pursuant to Section 5.6 of the SEP Partnership Agreement; and


 


WHEREAS, in accordance
with Sections 13.3(b) and 13.3(c) of the SEP Partnership Agreement, SEP GP, 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, has
consented to and approved the Amended Partnership Agreement in the form attached as Exhibit A hereto.


 


NOW, THEREFORE, in consideration
of the promises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound,
agree as follows:


 




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Article
I



DEFINITIONS AND TERMS


 


Section
1.1           Certain Definitions.  As used in this
Agreement, the following capitalized terms have the meanings set forth below: 


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control
with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being
made.  For purposes of this definition, the term “control” (including the correlative meanings of
the terms “controlled by” and “under common control with”), as used with respect to any Person,
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such
Person (which, in the case of a publicly traded master limited partnership, means such power with respect to the general partner
thereof), whether through the ownership of voting securities, by Contract or otherwise.  Notwithstanding anything in
this definition to the contrary, (a) with respect to SEP GP, “Affiliate” excludes at all times SEP and its Subsidiaries,
and (b) with respect to SEP and its Subsidiaries, “Affiliates” excludes at all times SEP GP and any other Person
that directly or indirectly controls or is under common control with SEP GP, other than SEP and its Subsidiaries.


 


“Agreed Tax Treatment”
has the meaning set forth in Section 5.1.


 


“Agreement”
means this Equity Restructuring Agreement, as it may be amended or supplemented from time to time in accordance with the terms
hereof.


 


“Amended Partnership
Agreement” means the Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP executed
and delivered pursuant to Section 2.3.


 


“Bankruptcy and
Equity Exception” has the meaning set forth in Section 3.2.


 


“Board”
has the meaning set forth in the Recitals.


 


“Business Day”
means any day other than a Saturday, a Sunday or a statutory holiday on which banks in the State of Texas are closed.


 


“Closing”
has the meaning set forth in Section 2.1.


 


“Common Units”
has the meaning set forth in the SEP Partnership Agreement.


 


“Conflicts Committee”
has the meaning set forth in the Recitals.


 


“Contract”
means any written or oral agreement, contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, settlement,
license or other legally binding agreement.


 


“Conversion”
has the meaning set forth in Section 2.2.


 


“ENB”
has the meaning set forth in the Recitals.


 


“Enbridge US”
has the meaning set forth in the Recitals.


 


“Encumbrance”
means any lien, pledge, charge, charging order, encumbrance, security interest, option, mortgage or other restriction on transfers.


 




    	 	3	 



     


    

 


“General Partner
Interest” has the meaning set forth in the SEP Partnership Agreement.


 


“Government Entity”
means any federal, state, local or foreign court, tribunal, administrative body or other governmental or quasi-governmental or
regulatory entity, including any head of a government department, body or agency, with competent jurisdiction.


 


“Incentive Distribution
Right” has the meaning set forth in the SEP Partnership Agreement.


 


“Law”
means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated,
enforced or entered by any Government Entity.


 


“Liabilities”
of any Person means, as of any given time, any and all indebtedness, liabilities, commitments and obligations of any kind of such
Person, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted
or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including whether arising
out of any Contract or tort based on negligence or strict liability).


 


“Limited Partner”
has the meaning set forth in the SEP Partnership Agreement.


 


“NYSE”
means the New York Stock Exchange.


 


“Organizational
Documents” means (a) with respect to any Person that is a corporation, its articles or certificate of incorporation
or memorandum and articles of association, as the case may be, and bylaws, (b) with respect to any Person that is a partnership,
its certificate of partnership and partnership agreement, (c) with respect to any Person that is a limited liability company,
its certificate of formation and limited liability company or operating agreement, (d) with respect to any Person that is
a trust or other entity, its declaration or agreement or trust or other constituent document and (e) with respect to any other
Person, its comparable organizational documents.


 


“Parties”
means SEP GP and SEP, each individually referred to herein as a “Party”.


 


“Partnership Interest”
has the meaning set forth in the SEP Partnership Agreement.


 


“Partnership Securities”
has the meaning set forth in the SEP Partnership Agreement.


 




    	 	4	 



     


    

 


“Person”
means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization,
association, Government Entity or political subdivision thereof or other entity.


 


“Representatives”
means, with respect to any Person, any and all partners, managers, members (if such Person is a member-managed limited liability
company), directors, officers, employees, consultants, financial advisors, counsels, accountants and other agents of such Person.


 


“Restructuring Common
Units” has the meaning set forth in Section 2.2.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“SEP”
has the meaning set forth in the preamble.


 


“SEP GP”
has the meaning set forth in the preamble.


 


“SEP GP LLC”
has the meaning set forth in the Recitals.


 


“SEP Partnership
Agreement” means the Second Amended and Restated Agreement of Limited Partnership of SEP dated as of November 1, 2013,
as amended by Amendment No. 1 thereto, dated as of July 2, 2015, and as further amended by Amendment No. 2 thereto, dated as of
November 20, 2017.


 


“Subsidiary”
means, with respect to any Person, any other Person of which (a) more than 50% of (i) the total combined voting power of all
classes of voting securities of such other Person, (ii) the total combined equity interests or (iii) the capital or profit interests,
in each case, is beneficially owned, directly or indirectly, by such first Person or (b) the power to vote or to direct the voting
of sufficient securities to elect a majority of the board of directors or similar governing body is held by such first Person.


 


“Transactions”
has the meaning set forth in the recitals.


 


“Transfer
Agent” has the meaning set forth in the SEP Partnership Agreement.


 


Section
1.2           Other Terms.  Other capitalized terms
may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this
Agreement. 


 


Section
1.3           Calculation of Time Periods.  When
calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement,
the date that is the reference day in calculating such period shall be excluded.  If the last day of the period is a
non-Business Day, the period in question shall end on the next Business Day. 




    	 	5	 



     


    

 


Section
1.4           Other Definitional Provisions.  Unless
the express context otherwise requires: 


 


(a)          The
word “day” means calendar day;


 


(b)          the
words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


(c)          the
terms defined in the singular have a comparable meaning when used in the plural and vice versa;


 


(d)          the
terms “Dollars” and “$” mean United States Dollars;


 


(e)          references
herein to a specific Article, Section, Subsection or Exhibit shall refer, respectively, to Articles, Sections, Subsections or Exhibits
of this Agreement;


 


(f)           wherever
the word “include”, “includes”, or “including” is used in this Agreement, it shall be deemed
to be followed by the words “without limitation”;


 


(g)          references
herein to any gender include the other gender;


 


(h)          references
in this Agreement to the “United States” mean the United States of America and its territories and possessions;


 


(i)           the
word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends
and such phrase shall not mean simply “if”; and


 


(j)           except
as otherwise specifically provided in this Agreement, any agreement, instrument or statute defined or referred to herein means
such agreement, instrument or statute as from time to time amended, supplemented or modified, including (i) in the case of
agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and
(ii) all attachments thereto and instruments incorporated therein.


 


Article
II



TRANSACTIONS; closing


 


Section
2.1            Closing.  On the terms and subject
to the conditions set forth herein, on the date hereof simultaneously with the execution and delivery of this Agreement, the Parties
will consummate the Transactions (the “Closing”) by taking the actions set forth in Section 2.2 and Section
2.3. 


 




    	 	6	 



     


    

 


Section
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.  


 


Section
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. 


 


Section
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. 


 


Article
III



REPRESENTATIONS AND WARRANTIES of SEP


 


SEP represents and warrants
to SEP GP as follows:


 


Section
3.1           Organization and Good Standing.  


 


(a)          SEP
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
conducted.


 


(b)          SEP
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.


 




    	 	7	 



     


    

 


Section
3.2           Authorization under SEP Partnership Agreement.  SEP
has all requisite limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the Transactions.  The execution and delivery of this Agreement, the performance of SEP’s obligations
hereunder and thereunder and the consummation of the Transactions have been duly authorized by all necessary action under the SEP
Partnership Agreement.  This Agreement has been duly executed and delivered by SEP and, assuming the due authorization,
execution and delivery of this Agreement by SEP GP, constitutes the legal, valid and binding obligation of SEP, enforceable against
SEP in accordance with their terms, as applicable, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar Laws affecting the enforcement of creditors’ rights generally or, as to enforceability, by general
equitable principles, including principles of good faith and fair dealing (regardless of whether such enforceability is considered
in a proceeding in equity or at Law) (the “Bankruptcy and Equity Exception”).  


 


Section
3.3           Non-Contravention.  The execution
and delivery by SEP of this Agreement, the performance of its obligations pursuant to this Agreement and the consummation of the
Transactions will not constitute or result in (a) a violation of the Organizational Documents of SEP, (b) a breach or violation
of, a termination of, a right of termination or default under, the creation or acceleration of any obligations under, or the creation
of an Encumbrance on any of the assets of SEP pursuant to, any Contract to which SEP is a party (with or without notice or lapse
of time or both), or (c) a breach or violation of, or a default under, any Law to which SEP or its Affiliates are subject, except,
in the case of the foregoing clause (b) or (c), as would not, individually or in the aggregate, prevent or materially delay or
impair the ability of SEP to consummate the Transactions. 


 


Section
3.4           Governmental Consents and Approvals.  Subject
to required filings under federal and state securities Laws and compliance with the rules and regulations of the NYSE, no consent,
approval, waiver, authorization, notice or filing is required to be obtained by SEP from, or to be given by SEP to, or to be made
by SEP with, any Government Entity in connection with the execution, delivery and performance by SEP of this Agreement and the
consummation of the Transactions, except as would not, individually or in the aggregate, prevent or materially delay or impair
the ability of SEP to consummate the Transactions. 


 


Section
3.5           Restructuring Common Units.  The Restructuring
Common Units will be duly authorized and, when issued and delivered to SEP GP in accordance with the terms hereof, will be validly
issued, fully paid (to the extent required by the SEP Partnership Agreement and Amended Partnership Agreement) and non-assessable
(subject to Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act and to the extent required
by the SEP Partnership Agreement and Amended Partnership Agreement).  


 




    	 	8	 



     


    

 


Section 3.6           Securities
Law Compliance.  Assuming the accuracy of the representations and warranties of SEP GP contained in this Agreement,
SEP is not required to register the Restructuring Common Units under the Securities Act in connection with the issuance of the
Restructuring Common Units to SEP GP.


 


Section 3.7           No
Brokers or Finders.  Except for the fees payable by SEP to Jefferies LLC, there is no investment banker, broker, finder
or other intermediary that has been retained by or is authorized to act on behalf of SEP or any of its Affiliates who is entitled
to any fee or commission from SEP or any of its Affiliates in connection with the Transactions.


 


Section 3.8           No
Other Representations or Warranties.  Except for the representations and warranties contained in this Article III,
none of SEP, any of its Affiliates, any of its or their respective stockholders, trustees, members, fiduciaries or Representatives,
or any other Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or written,
express or implied, with respect to this Agreement, the Restructuring Common Units or the Transactions.  Except for the
representations and warranties contained in this Article III, SEP disclaims, on behalf of itself and its Affiliates, (a) any other
representations or warranties, whether made by SEP, any of its Affiliates, any of their respective equity holders, trustees, members,
fiduciaries or Representatives or any other Person and (b) all Liabilities and responsibility for any other representation, warranty,
opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to SEP GP
or its Affiliates.  


 


Article
IV



REPRESENTATIONS AND WARRANTIES OF SEP GP


 


SEP GP (acting in its individual
capacity and not in its capacity as the general partner of SEP) represents and warrants to SEP as follows:


 


Section 4.1           Organization
and Good Standing.  


 


(a)          SEP
GP has been duly organized, is validly existing and is in good standing under the Laws of the State of Delaware and has all requisite
limited liability company power and authority to own and operate its properties and assets and to carry on its business as presently
conducted.


 


(b)          SEP
GP 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.


 




    	 	9	 



     


    

 


Section 4.2           Authorization
under Organizational Documents.  SEP GP has all requisite limited liability company power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions.  The execution and
delivery of this Agreement, the performance of SEP GP’s obligations hereunder and the consummation of the Transactions have
been duly authorized by all necessary action under the Organizational Documents of SEP GP.  This Agreement has been duly
executed and delivered by SEP GP and, assuming the due authorization, execution and delivery of the Agreement by SEP, constitutes
the legal, valid and binding obligation of SEP GP, enforceable against SEP GP in accordance with its terms, subject to the Bankruptcy
and Equity Exception.


 


Section 4.3           Equity
Interests.  SEP GP is the record and beneficial owner of, and has good and valid title to, the Incentive Distribution
Rights and SEP GP Interest, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the SEP Partnership
Agreement or applicable securities Laws, or resulting from actions of SEP or any of its Affiliates).  There is no subscription,
option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery, repurchase or transfer by SEP GP
of the Incentive Distribution Rights or General Partner Interests, except as set forth in the SEP Partnership Agreement.


 


Section 4.4           Non-Contravention.  The
execution and delivery by SEP GP of this Agreement, the performance of its obligations hereunder and the consummation of the Transactions
will not constitute or result in (a) a violation of the Organizational Documents of SEP GP, (b) a breach or violation of, a termination
of, a right of termination or default under, the creation or acceleration of any obligations under, or the creation of an Encumbrance
on any of the assets of SEP GP pursuant to, any Contract to which SEP GP is a party (with or without notice or lapse of time or
both) or (c) a breach or violation of, or a default under, any Law to which SEP GP is subject, except, in the case of clause (b)
or (c), as would not, individually or in the aggregate, prevent or materially delay or impair the ability of SEP GP to consummate
the Transactions.


 


Section 4.5           Governmental
Consents and Approvals.  Subject to required filings under federal and state securities Laws and compliance with the
rules and regulations of the NYSE, no consent, approval, waiver, authorization, notice or filing is required to be obtained by
SEP GP from, or to be given by SEP GP to, or be made by SEP GP with, any Government Entity in connection with the execution, delivery
and performance by SEP GP of this Agreement or the consummation of the Transactions, except as would not, individually or in the
aggregate, prevent or materially delay or impair the ability of SEP GP to consummate the Transactions.


 


Section 4.6           Investment
Intent and Securities Law Compliance.


 


(a)          SEP
GP has been given reasonable access to full and fair disclosure of all material information regarding SEP and the Restructuring
Common Units, including reasonable access to the books and records of SEP.  SEP GP acknowledges and agrees that it has
been provided, to its full satisfaction, with the opportunity to ask questions concerning the terms and conditions of an investment
in SEP and has knowingly and voluntarily elected instead to rely solely on its own investigation.


 




    	 	10	 



     


    

 


(b)          SEP
GP understands that the Restructuring Common Units are “restricted securities” and have not been registered under the
Securities Act or any applicable state securities Laws.  SEP GP acknowledges that the Restructuring Common Units will
bear a restrictive legend to that effect.  SEP GP acknowledges and agrees that it must bear the economic risk of this
investment indefinitely, that the Restructuring Common Units issued to SEP GP hereunder may not be sold or transferred or offered
for sale or transfer by it without registration under the Securities Act and an applicable state securities or “Blue Sky”
Laws or the availability of exemptions therefrom, and that SEP GP has no present intention of registering the resale of any of
such Restructuring Common Units.


 


(c)          SEP
GP has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits
and risks of the prospective investment in the Restructuring Common Units, and has so evaluated the merits and risks of such investment.  SEP
GP is able to bear the economic risk of an investment in the Restructuring Common Units and, at the present time and in the foreseeable
future, is able to afford a complete loss of such investment.


 


(d)          SEP
GP understands that the Restructuring Common Units are being offered and issued to SEP GP in reliance upon specific exemptions
from the registration requirements of United States federal and state securities Laws and that SEP is relying upon the truth and
accuracy of, and SEP GP’s compliance with, the representations, warranties, agreements, acknowledgments and understandings,
which are true, correct and complete, of SEP GP set forth herein in order to determine the availability of such exemptions and
the eligibility of SEP GP to acquire the Restructuring Common Units.


 


Section 4.7           No
Brokers or Finders.  Except for the fees payable by an Affiliate of SEP GP to Barclays Capital Inc., there is no investment
banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of SEP GP or any of its
Affiliates who is entitled to any fee or commission from SEP GP or any of its Affiliates in connection with the Transactions for
which SEP or any of its Affiliates would be liable.


 


Section 4.8           No
Other Representations or Warranties.  Except for the representations and warranties contained in this Article IV,
none of SEP GP, any of its Affiliates, any of its or their respective equity holders, trustees or Representatives, and any other
Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or written, express or
implied, with respect to SEP GP or its Affiliates, or its or their respective businesses, this Agreement or the Transactions.  Except
for the representations and warranties contained in this Article IV, SEP GP disclaims, on behalf of itself and its Affiliates,
(i) any other representations or warranties, whether made by SEP GP, any of its Affiliates, any of its or their respective equity
holders, trustees or Representatives or any other Person and (ii) all Liabilities and responsibility for any other representation,
warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing)
to SEP or its Affiliates.


 




    	 	11	 



     


    

 


Article
V



AGREED TAX TREATMENT


 


Section 5.1           Agreed
Tax Treatment.  The Parties agree that the Transactions will be reported for U.S. federal income tax purposes as set
forth in this Section 5.1 (the “Agreed Tax Treatment”). Each Party shall, and shall cause its controlled Affiliates
to, file all tax returns and other reports consistent with the Agreed Tax Treatment, unless required by Law to do otherwise.


 


(a)          The
Transactions will be reported as (i) with respect to the Conversion of the General Partner Interest into the non-economic general
partner interest and a portion of the Restructuring Common Units, a transaction described in Section 721 of the Code in a manner
consistent with Revenue Ruling 84-52, 1984-1 C.B. 157 and (ii) with respect to the Conversion of the Incentive Distribution Rights
held by SEP GP into the remainder of the Restructuring Common Units, a readjustment of partnership items among existing partners
of a partnership not involving a sale or exchange. As a result, (i) no taxable gain or loss will be reported by SEP or SEP GP and
(ii) in the case of the existing Limited Partners owning Common Units, taxable gain will be reported only to the extent such Limited
Partner’s  share of SEP’s liabilities under Section 752 of the Code is decreased by an amount that is greater
than such Limited Partner’s adjusted tax basis in its Common Units.


 


(b)          Pursuant
to Section 5.3(d) of the Amended Partnership Agreement and in connection with the Transaction, SEP GP will make an adjustment to
the Capital Accounts (as defined in the Amended Partnership Agreement) of SEP’s partners and the Carrying Values (as defined
in the Amended Partnership Agreement) of SEP’s properties in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f)
and Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(5)(v).


 


Section 5.2           Tax
Representations and Covenants.  


 


(a)          Each
Party represents that it is not aware of any fact that is in existence on the date hereof or may reasonably be expected to occur
on or prior to the Closing, or has taken or agreed to take any action, that would reasonably be expected to prevent or impede the
Transactions from qualifying for the Agreed Tax Treatment.


 


(b)            Each
Party agrees to use its reasonable best efforts to cause the Transactions to qualify for the Agreed Tax Treatment, including by
not taking or failing to take any action which action or failure to act such party knows is reasonably likely to prevent such qualification.


 




    	 	12	 



     


    

 


Article
VI



MISCELLANEOUS


 


Section 6.1           Notices.  All
notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if
sent by a nationally recognized overnight courier (return receipt requested), or (c) on the date sent by when received by the addressee
if sent by e-mail (with written confirmation of receipt) if sent during normal business hours of the recipient or on the next Business
Day if sent after normal business hours of the recipient.  Such communications must be sent to SEP and SEP GP, respectively,
at the following addresses or e-mail addresses (or at such other address or e-mail address for SEP and SEP GP as shall be specified
for such purpose in a notice given in accordance with this Section 6.1):


 


To SEP:


 


Spectra Energy Partners,
LP


c/o Spectra Energy
Partners GP, LLC


5400 Westheimer Court


Houston, Texas  77056


E-Mail:  legalnotices@enbridge.com


Attn:  Chief
Legal Officer


With a copy (which shall
not constitute notice) to the Conflicts Committee’s legal counsel:


 


Locke Lord LLP


600 Travis, Suite 2800


Houston, Texas 77002


E-Mail:  bswanstrom@lockelord.com
and Michael.Blankenship@lockelord.com


Attn:  H.
William Swanstrom and Michael Blankenship


 


To SEP GP:


 


Spectra Energy Partners
(DE) GP


c/o Enbridge (U.S.)
Inc.


5400 Westheimer Court


Houston, Texas  77056


E-Mail:  legalnotices@enbridge.com


Attn:  Chief
Legal Officer


 




    	 	13	 



     


    

 


With a copy (which shall
not constitute notice) to SEP GP’s legal counsel:


 


Sullivan & Cromwell
LLP


125 Broad Street


New York, NY  10004


E-Mail:  SAMPASG@sullcrom.com


Attn:  George
J. Sampas


 


Section 6.2           Amendment;
Waiver.  Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in
writing and signed, in the case of an amendment, by each Person signatory hereto, or in the case of a waiver, by the Person against
whom the waiver is to be effective.  No failure or delay by any Person in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by Law.


 


Section 6.3           No
Assignment or Benefit to Third Parties.  This Agreement shall be binding upon and inure to the benefit of SEP and
SEP GP and their respective successors, legal representatives and permitted assigns.  No Party may assign any of its
rights or delegate any of its obligations under this Agreement (for the avoidance of doubt, no merger or sale of securities of
any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder), without the prior
written consent of the other, except as provided in Section 6.5, and any attempted or purported assignment in violation of this
Section 6.3 shall be null and void.  Nothing in this Agreement, express or implied, is intended to confer upon any Person
other than the parties to this Agreement and their respective successors and permitted assigns, any rights or remedies under or
by reason of this Agreement.  


 


Section 6.4           Entire
Agreement.  This Agreement (including all Exhibits) contains the entire agreement between SEP GP and SEP with respect
to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to
such matters.


 


Section 6.5           Fulfillment
of Obligations.  Any obligation of any Person signatory hereto to any other Person signatory hereto under this Agreement
that is performed, satisfied or fulfilled completely by an Affiliate of such Person signatory hereto shall be deemed to have been
performed, satisfied or fulfilled by such Person signatory hereto.


 


Section 6.6           Expenses.  Except
as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, all costs and expenses incurred
in connection with this Agreement and the Transactions shall be borne by the Person signatory hereto incurring such costs and expenses.


 




    	 	14	 



     


    

 


Section 6.7           Governing
Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury.


 


(a)          This
Agreement shall be governed by and construed in accordance with the substantive Laws of the State of Delaware, without regard to
the conflict of laws rules thereof.


 


(b)          Except
as otherwise set forth in this Agreement, all actions, suits or proceedings arising out of or relating to this Agreement or the
consummation of the Transactions shall be heard and determined exclusively in the Court of Chancery in the State of Delaware, or,
if such court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and
determined exclusively in any state or federal court of competent jurisdiction in Delaware.  Consistent with the preceding
sentence, each of SEP GP and SEP hereby, on behalf of itself and its Affiliates from time to time, (i) irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware, or, if such court shall not have jurisdiction, any state
or federal court sitting in the State of Delaware (and the appropriate appellate courts therefrom) for the purpose of any action,
suit or proceeding arising out of or relating to this Agreement or the consummation of the Transactions brought by any of them,
(ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, suit or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action,
suit or proceeding is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named
courts and (iii) irrevocably consents to and grants any such court exclusive jurisdiction over the person of such parties and over
the subject matter of such action, suit or proceeding and agrees that mailing of process or other papers in connection with any
such action, suit or proceeding in the manner provided in Section 6.1 or in such other manner as may be permitted by applicable
Law shall be valid and sufficient service thereof.


 


(c)          EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS.  EACH PARTY HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
OTHERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR THE TRANSACTIONS,
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section
6.7(c).


 




    	 	15	 



     


    

 


Section 6.8           Specific
Performance.  Each of the Parties acknowledges that its obligations hereunder are unique and that remedies at law,
including monetary damages, will be inadequate in the event it should default in the performance of its obligations under this
Agreement.  Accordingly, in the event of any breach of any agreement, representation, warranty or covenant set forth
in this Agreement, a Party, in the case of a breach by the other Party, shall be entitled to equitable relief, without the proof
of actual damages, including in the form of an injunction or injunctions or orders for specific performance to prevent breaches
of this Agreement and to order the defaulting Party to affirmatively carry out its obligations under this Agreement, and each of
the Parties hereby waives any defense to the effect that a remedy at law would be an adequate remedy for such breach.  Such
equitable relief shall be in addition to any other remedy to which each of the Parties are entitled to at law or in equity as a
remedy for such nonperformance, breach or threatened breach.  Each of the Parties hereby waives any requirements for
the securing or posting of any bond with such equitable remedy.  The foregoing shall not be deemed to be or construed
as a waiver or election of remedies by any of the Parties, each of whom expressly reserves any and all rights and remedies available
to it at law or in equity in the event of any breach or default by the others under this Agreement prior to Closing.


 


Section 6.9           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute
one and the same agreement.  A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


Section 6.10        Headings.  The
heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit
or affect any of the provisions hereof.


 


Section 6.11        Severability.  The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application
thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted
therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances
shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity
or enforceability of such provision, or the application thereof, in any other jurisdiction.


 


Section 6.12        Action
by SEP.  With respect to any action (including any case where the agreement of, or selection by, SEP is required),
notice, consent, approval or waiver that is required to be taken or given or that may be taken or given by SEP at any time (including
after the Closing) with respect to, or in connection with, this Agreement, such action, notice, consent, approval or waiver shall
not be taken or given by SEP until first approved by the Conflicts Committee.


 


[Remainder of Page Intentionally Left Blank]


 




    	 	16	 



     


    

 


IN WITNESS WHEREOF, this
Equity Restructuring Agreement has been duly executed by the authorized representative of each signatory set forth below as of
the date first written above.


 


	 	SEP GP:
	 	 
	 	SPECTRA ENERGY PARTNERS (DE) GP, LP (acting in its individual capacity and not in its capacity as the general partner of SEP)
	 	 	 	 	 
	 	By:	Spectra Energy Partners GP, LLC,
	 	 	its general partner
	 	 	 	 	 
	 	 	By:	/s/ William T. Yardley
	 	 	Name:	William T. Yardley
	 	 	Title:	President
	 	 	 	 	 
	 	SEP:
	 	 
	 	SPECTRA ENERGY PARTNERS, LP
	 	 	 	 	 
	 	By:	Spectra Energy Partners (DE) GP, LP,
	 	 	its general partner
	 	 	 	 	 
	 	 	By:	Spectra Energy Partners GP, LLC,
	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Stephen J. Neyland
	 	 	 	Name:	Stephen J. Neyland
	 	 	 	Title:	Vice President – Finance


 


Signature Page to Equity Restructuring Agreement


 




     


     


    

 


EXHIBIT A


 


FORM OF THE THIRD AMENDED AND RESTATED AGREEMENT
OF LIMITED

PARTNERSHIP OF SPECTRA ENERGY PARTNERS, LP


 


See attached.



 


 



     


     


    

 


EXHIBIT A


  


THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

SPECTRA ENERGY PARTNERS, LP


 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I DEFINITIONS	2
	Section 1.1	Definitions	2
	Section 1.2	Construction	15


 


	ARTICLE II ORGANIZATION	15
	Section 2.1	Formation	15
	Section 2.2	Name	15
	Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	16
	Section 2.4	Purpose and Business	16
	Section 2.5	Powers	16
	Section 2.6	Power of Attorney	16
	Section 2.7	Term	18
	Section 2.8	Title to Partnership Assets	18


 


	ARTICLE III RIGHTS OF LIMITED PARTNERS	18
	Section 3.1	Limitation of Liability	19
	Section 3.2	Management of Business	19
	Section 3.3	Outside Activities of the Limited Partners	19
	Section 3.4	Rights of Limited Partners	19


 


	ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS	20
	Section 4.1	Certificates	20
	Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	20
	Section 4.3	Record Holders	21
	Section 4.4	Transfer Generally	22
	Section 4.5	Registration and Transfer of Limited Partner Interests	22
	Section 4.6	Transfer of the General Partner’s General Partner Interest	23
	Section 4.7	Restrictions on Transfers	24
	Section 4.8	Tax Certifications; Ineligible Holders; Citizenship Certificates; Non-citizen Assignees	25
	Section 4.9	Redemption of Partnership Interests of Non-citizen and Ineligible Holders	26
	 	 	 
	ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS	28
	Section 5.1	Conversion of Incentive Distribution Rights and Economic General Partner Interest	28
	Section 5.2	Interest and Withdrawal of Capital Contributions.	28
	Section 5.3	Capital Accounts	28
	Section 5.4	Issuances of Additional Partnership Securities	31
	Section 5.5	Limited Preemptive Right	31
	Section 5.6	Splits and Combinations	32
	Section 5.7	Fully Paid and Non-Assessable Nature of Limited Partner Interests	32


 




     i


     


    

 


	ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS	33
	Section 6.1	Allocations for Capital Account Purposes	33
	Section 6.2	Allocations for Tax Purposes	36
	Section 6.3	Requirement and Characterization of Distributions; Distributions to Record Holders	38
	 	 	 
	ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS	39
	Section 7.1	Management	39
	Section 7.2	Certificate of Limited Partnership	41
	Section 7.3	Restrictions on the General Partner’s Authority	41
	Section 7.4	Reimbursement of the General Partner	41
	Section 7.5	Outside Activities	43
	Section 7.6	Loans from the General Partner; Loans or Contributions from the Partnership or Group Members	44
	Section 7.7	Indemnification	44
	Section 7.8	Liability of Indemnitees	46
	Section 7.9	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	47
	Section 7.10	Other Matters Concerning the General Partner	49
	Section 7.11	Purchase or Sale of Partnership Securities	49
	Section 7.12	Registration Rights of the General Partner and its Affiliates	49
	Section 7.13	Reliance by Third Parties	53
	 	 	 
	ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS	53
	Section 8.1	Records and Accounting	53
	Section 8.2	Fiscal Year	53
	Section 8.3	Reports	54
	 	 	 
	ARTICLE IX TAX MATTERS	54
	Section 9.1	Tax Returns and Information	54
	Section 9.2	Tax Elections	54
	Section 9.3	Tax Controversies	55
	Section 9.4	Withholding and Other Tax Payments by the Partnership	55
	 	 	 
	ARTICLE X ADMISSION OF PARTNERS	57
	Section 10.1	Admission of Substituted Limited Partners	57
	Section 10.2	Admission of Successor General Partner	57
	Section 10.3	Admission of Additional Limited Partners	58
	Section 10.4	Amendment of Agreement and Certificate of Limited Partnership	58
	 	 	 
	ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS	58
	Section 11.1	Withdrawal of the General Partner	58
	Section 11.2	Removal of the General Partner	60
	Section 11.3	Interest of Departing General Partner and Successor General Partner.	60
	Section 11.4	Withdrawal of Limited Partners	62


 




     ii


     


    

 


	ARTICLE XII DISSOLUTION AND LIQUIDATION	62
	Section 12.1	Dissolution	62
	Section 12.2	Continuation of the Business of the Partnership After Dissolution	62
	Section 12.3	Liquidator	63
	Section 12.4	Liquidation	63
	Section 12.5	Cancellation of Certificate of Limited Partnership	64
	Section 12.6	Return of Contributions	64
	Section 12.7	Waiver of Partition	64
	Section 12.8	Capital Account Restoration	65
	 	 	 
	ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE	65
	Section 13.1	Amendments to be Adopted Solely by the General Partner	65
	Section 13.2	Amendment Procedures	66
	Section 13.3	Amendment Requirements	67
	Section 13.4	Special Meetings	67
	Section 13.5	Notice of a Meeting	67
	Section 13.6	Record Date	68
	Section 13.7	Adjournment	68
	Section 13.8	Waiver of Notice; Approval of Meeting	68
	Section 13.9	Quorum and Voting	68
	Section 13.10	Conduct of a Meeting	69
	Section 13.11	Action Without a Meeting	69
	Section 13.12	Right to Vote and Related Matters	70
	 	 	 
	ARTICLE XIV MERGER, CONSOLIDATION OR CONVERSION	70
	Section 14.1	Authority	70
	Section 14.2	Procedure for Merger, Consolidation or Conversion	70
	Section 14.3	Approval by Limited Partners	72
	Section 14.4	Certificate of Merger	73
	Section 14.5	Effect of Merger, Consolidation or Conversion	74
	 	 	 
	ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS	75
	Section 15.1	Right to Acquire Limited Partner Interests	75
	 	 	 
	ARTICLE XVI GENERAL PROVISIONS	76
	Section 16.1	Addresses and Notices; Written Communications	76
	Section 16.2	Further Action	77
	Section 16.3	Binding Effect	77
	Section 16.4	Integration	77
	Section 16.5	Creditors	77
	Section 16.6	Waiver	77
	Section 16.7	Third-Party Beneficiaries	77
	Section 16.8	Counterparts	78
	Section 16.9	Applicable Law	78
	Section 16.10	Invalidity of Provisions	78
	Section 16.11	Consent of Partners	78
	Section 16.12	Facsimile Signatures	78


 




     iii


     


    

 


THIRD AMENDED AND RESTATED AGREEMENT
OF LIMITED

PARTNERSHIP OF SPECTRA ENERGY PARTNERS, LP


 


THIS THIRD AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPECTRA ENERGY PARTNERS, LP dated as of January 21, 2018 is entered into by and
between Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership, as the General Partner, and the other Persons who
become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements
contained herein, the parties hereto hereby agree as follows:


 


WHEREAS, that certain
First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 2, 2007, was adopted in connection
with the initial public offering of the Partnership;


 


WHEREAS, the General
Partner effected Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated April
11, 2008 to make certain adjustments to certain allocation provisions and the definitions related thereto;


 


WHEREAS, that certain
Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 1, 2013, was adopted in connection
with the contribution by Spectra Energy Corp. of substantially all of its interests in certain of its subsidiaries that owned U.S.
transmission and storage and liquids assets to the Partnership;


 


WHEREAS, the General
Partner effected Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated
as of July 2, 2015, to, among other things, amend the redemption price to be paid in the event of the redemption of a limited partner
interest of a holder that is not an Eligible Citizen or Eligible Holder;


 


WHEREAS, the General
Partner effected Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated
as of November 20, 2017, in response to changes to the Code enacted by the Bipartisan Budget Act of 2015 relating to partnership
audit and adjustment procedures;


 


WHEREAS, the Partnership
and the General Partner have entered into that certain Equity Restructuring Agreement, dated as of the date hereof (the “Equity
Restructuring Agreement”), pursuant to which (i) the Incentive Distribution Rights held by the General Partner and the General
Partner Units (as defined in the Second Amended and Restated Agreement of Limited Partnership of the Partnership) held by the General
Partner will be automatically converted into Common Units and a non-economic General Partner Interest and (ii) the Incentive Distribution
Rights will be cancelled;


 


WHEREAS, the General
Partner desires to amend and restate the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended,
to, among other things, reflect the transactions contemplated by the Equity Restructuring Agreement; and


 


WHEREAS, Section 13.1(d)
of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, permits the General Partner,
without the approval of any Partner, to amend the Second Amended and Restated Agreement of Limited Partnership of the Partnership
to reflect any change that, in the discretion of the General Partner, does not adversely affect the Limited Partners (including
any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.


 




    	 	1	 



     


    

 


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:


 


ARTICLE I

DEFINITIONS


 


		Section 1.1	Definitions.



 


The following definitions
shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.


 


“Acquisition”
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.


 


“Additional
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.


 


“Adjusted
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.


 




    	 	2	 



     


    

 


“Adjusted
Property” means any property the Carrying Value of which has been adjusted pursuant to Section 5.3(d)(i) or Section 5.3(d)(ii).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used herein, the term “control” means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.


 


“Agreed Allocation”
means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions
of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation”
is used).


 


“Agreed Value”
of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as
determined by the General Partner. The General Partner shall use such method as it determines to be appropriate to allocate the
aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each
separate property on a basis proportional to the fair market value of each Contributed Property.


 


“Agreement”
means this Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, as it may be amended, supplemented
or restated from time to time.


 


“Assignee”
means a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement and
who has executed and delivered a Transfer Application, including a Taxation Certification, as required by this Agreement, but who
has not been admitted as a Substituted Limited Partner.


 


“Associate”
means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director,
officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest;
(b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who
has the same principal residence as such Person.


 


“Available
Cash” means, with respect to any Quarter ending prior to the Liquidation Date:


 


(a)          the
sum of (i) all cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash
equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter, and (ii) if the General
Partner so determines, all or any portion of additional cash and cash equivalents of the Partnership Group (or the Partnership’s
proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of
determination of Available Cash with respect to such Quarter, less


 




    	 	3	 



     


    

 


(b)          the
amount of any cash reserves (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are
not wholly owned) established by the General Partner to (i) provide for the proper conduct of the business of the Partnership Group
(including reserves for future capital expenditures, for anticipated future credit needs of the Partnership Group and for refunds
of collected rates reasonably likely to be refunded as a result of a settlement or hearing relating to FERC rate proceedings) subsequent
to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other
agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide
funds for distributions in respect of any one or more of the next four Quarters; provided, however, that disbursements made by
a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination
of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes
of determining Available Cash, within such Quarter if the General Partner so determines.


 


Notwithstanding the
foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter
shall equal zero.


 


“Board of
Directors” means the board of directors or managers of a corporation or limited liability company or the board of directors
or board of managers of the general partner of a limited partnership, as applicable.


 


“Book-Tax
Disparity” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination,
the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for
federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of
its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account
balance as maintained pursuant to Section 5.3 and the hypothetical balance of such Partner’s Capital Account computed
as if it had been maintained strictly in accordance with federal income tax accounting principles.


 


“Business
Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the
United States of America or the State of Texas shall not be regarded as a Business Day.


 


“Capital Account”
means the capital account maintained for a Partner pursuant to Section 5.3. The “Capital Account” of a Partner
in respect of a Common Unit or any other Partnership Interest shall be the amount that such 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.


 


“Capital Contribution”
means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership.


 




    	 	4	 



     


    

 


“Capital Improvement”
means any (a) addition or improvement to the capital assets, owned by any Group Member, (b) the construction of new capital assets
or (c) capital contributions by a Group Member to a Person that is not a Subsidiary in which a Group Member has an equity interest
to fund such Group Member’s Pro Rata share of the cost of the construction of new capital assets by such Person, in each
case if such addition, improvement, acquisition or construction is made to increase the long-term operating capacity, asset base
or income of the Partnership Group, in the case of clauses (a) and (b), or such Person, in the case of clause (c), from the operating
capacity, asset base or income of the Partnership Group or such Person, as the case may be, existing immediately prior to such
addition, improvement, acquisition or construction.


 


“Capital Surplus”
has the meaning assigned to such term in Section 6.3(a).


 


“Carrying
Value” means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero)
by all depreciation, amortization and cost recovery deductions charged to the Partners’ and Assignees’ Capital Accounts
in respect of such Contributed Property, and (b) with respect to any other Partnership property, the adjusted basis of such property
for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from
time to time in accordance with Section 5.3(d)(i) and Section 5.3(d)(ii) and to reflect changes, additions or other adjustments
to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.


 


“Cause”
means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual
fraud or willful misconduct in its capacity as a general partner of the Partnership.


 


“Certificate”
means (a) a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii) issued in global form in accordance
with the rules and regulations of the Depositary or (iii) in such other form as may be adopted by the General Partner, issued by
the Partnership evidencing ownership of one or more Common Units or (b) a certificate, in such form as may be adopted by the General
Partner, issued by the Partnership evidencing ownership of one or more other Partnership Securities.


 


“Certificate
of Limited Partnership” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State
of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented
or restated from time to time.


 


“Citizenship
Certification” means a properly completed certificate in such form as may be specified by the General Partner by which
an Assignee or a Limited Partner certifies that he (and if he is a nominee holding for the account of another Person, that to the
best of his knowledge such other Person) is an Eligible Citizen.


 


“claim”
(as used in Section 7.12(d)) has the meaning assigned to such term in Section 7.12(d).


 


“Closing Date”
means the first date on which Common Units are issued and sold by the Partnership to the Underwriters pursuant to the provisions
of the Underwriting Agreement.


 




    	 	5	 



     


    

 


“Closing Price”
means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day,
regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular
way, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal
National Securities Exchange (other than the Nasdaq National Market) on which the respective Limited Partner Interests are listed
or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange
(other than the Nasdaq National Market), the last quoted price on such day or, if not so quoted, the average of the high bid and
low asked prices on such day in the over-the-counter market, as reported by the Nasdaq National Market or such other system then
in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average
of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner
Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited
Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.


 


“Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section
or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.


 


“Combined
Interest” has the meaning assigned to such term in Section 11.3(a).


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Unit”
means a Partnership Security representing a fractional part of the Partnership Interests of all Limited Partners and Assignees,
and having the rights and obligations specified with respect to Common Units in this Agreement.


 


“Conflicts
Committee” means a committee of the Board of Directors of the General Partner composed entirely of two or more directors,
each of whom (a) is not a security holder, officer or employee of the General Partner, (b) is not an officer, director or employee
of any Affiliate of the General Partner, (c) is not a holder of any ownership interest in the Partnership Group other than Common
Units and (d) meets the independence standards required of directors who serve on an audit committee of a board of directors established
by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange
on which the Common Units are listed or admitted to trading.


 


“Contributed
Property” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash,
contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.3(d),
such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.


 


“Contribution
Agreement” means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General
Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents
and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.


 




    	 	6	 



     


    

 


“Curative
Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of
Section 6.1(c)(xi).


 


“Current Market
Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the average of the
daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.


 


“Delaware
Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented
or restated from time to time, and any successor to such statute.


 


“Departing
General Partner” means a former general partner from and after the effective date of any withdrawal or removal of such
former general partner pursuant to Section 11.1 or Section 11.2.


 


“Depositary”
means, with respect to any Units issued in global form, The Depository Trust Company and its successors and permitted assigns.


 


“Economic
Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).


 


“Eligible
Citizen” means a Person qualified to own interests in real property in jurisdictions in which any Group Member does business
or proposes to do business from time to time, and whose status as a Limited Partner or Assignee the General Partner determines
does not or would not subject such Group Member to a significant risk of cancellation or forfeiture of any of its properties or
any interest therein.


 


“Eligible
Holder” means a Person that is not an Ineligible Holder.


 


“Equity Restructuring
Agreement” has the meaning set forth in the recitals.


 


“Event of
Withdrawal” has the meaning assigned to such term in Section 11.1(a).


 


“FERC”
means the Federal Energy Regulatory Commission.


 


“General Partner”
means Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership, and its successors and permitted assigns that are admitted
to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the
context otherwise requires).


 


“General Partner
Interest” means the management interest of the General Partner in the Partnership (in its capacity as a general partner
without reference to any Limited Partner Interest held by it), and includes any and all benefits to which the General Partner is
entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions
of this Agreement. The General Partner Interest does not have any rights to ownership, profit or any rights to receive any distributions
from operations or the liquidation of the Partnership.


 




    	 	7	 



     


    

 


“Gross Liability
Value” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i),
the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.


 


“Group”
means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship
for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response
to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests
with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership
Interests.


 


“Group Member”
means a member of the Partnership Group.


 


“Group Member
Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general
partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of
incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement
or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents
of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation
or joint venture, as such may be amended, supplemented or restated from time to time.


 


“Holder”
as used in Section 7.12, has the meaning assigned to such term in Section 7.12(a).


 


“Incentive
Distribution Right” means the non-voting Limited Partner Interest that, prior to the execution and effectiveness of the
Equity Restructuring Agreement and this Agreement, was held by the General Partner and pursuant to which the General Partner was
entitled to certain incentive distributions under the Second Amended and Restated Agreement of Limited Partnership of the Partnership,
dated as of November 1, 2013, as amended.


 


“Indemnified
Persons” has the meaning assigned to such term in Section 7.12(d).


 


“Indemnitee”
means (a) the General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner
or any Departing General Partner, (d) any Person who is or was a member, partner, director, officer, fiduciary or trustee of any
Group Member (other than any Person who is or was a Limited Partner of the Partnership in such Person’s capacity as such),
the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing
General Partner, (e) any Person who is or was serving at the request of the General Partner or any Departing General Partner or
any Affiliate of the General Partner or any Departing General Partner as an officer, director, member, partner, fiduciary or trustee
of another Person; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee,
fiduciary or custodial services, and (f) any Person the General Partner designates as an “Indemnitee” for purposes
of this Agreement.


 




    	 	8	 



     


    

 


“Ineligible
Holder” means a Person whose, or whose beneficial owners, U.S. federal income tax status (or lack of proof of the U.S.
federal income tax status) has or is reasonably likely to have, as determined by the General Partner, a material adverse effect
on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the
Federal Energy Regulatory Commission or similar regulatory body.


 


“Liability”
means any liability or obligation of any nature, whether accrued, contingent or otherwise.


 


“Limited Partner”
means, unless the context otherwise requires, (a) each Person that is a limited partner of the Partnership at the effective time
of this Agreement, each Substituted Limited Partner, and each Additional Limited Partner or (b) solely for purposes of Articles
V, VI, VII, IX and XII, each Assignee.


 


“Limited Partner
Interest” means the ownership interest of a Limited Partner or Assignee in the Partnership, which may be evidenced by
Common Units or other Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to
which such Limited Partner or Assignee is entitled as provided in this Agreement, together with all obligations of such Limited
Partner or Assignee to comply with the terms and provisions of this Agreement.


 


“Limited Partner
Unit” means each of the Common Units and other Units representing fractional parts of the Partnership Interests of all
Limited Partners and Assignees.


 


“Liquidation
Date” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses
(a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of
Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being
made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.


 


“Liquidator”
means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating
trustee of the Partnership within the meaning of the Delaware Act.


 


“Merger Agreement”
has the meaning assigned to such term in Section 14.1.


 


“National
Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act
and any successor to such statute.


 


“Net Agreed
Value” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities
either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (b) in the
case of any property distributed to a Partner or Assignee by the Partnership, the Partnership’s Carrying Value of such property
(as adjusted pursuant to Section 5.3(d)(ii)) at the time such property is distributed, reduced by any indebtedness either
assumed by such Partner or Assignee upon such distribution or to which such property is subject at the time of distribution, in
either case, as determined under Section 752 of the Code.


 




    	 	9	 



     


    

 


“Net Income”
means, for any taxable year, the excess, if any, of the Partnership’s items of income and gain for such taxable year over
the Partnership’s items of loss and deduction for such taxable year. The items included in the calculation of Net Income
shall be determined in accordance with Section 5.3(b), but shall not include any items specially allocated under Section 6.1(c).


 


“Net Loss”
means, for any taxable year, the excess, if any, of the Partnership’s items of loss and deduction for such taxable year over
the Partnership’s items of income and gain for such taxable year. The items included in the calculation of Net Loss shall
be determined in accordance with Section 5.3(b) but shall not include any items specially allocated under Section 6.1(c).


 


“Non-citizen
Assignee” means a Person whom the General Partner has determined does not constitute an Eligible Citizen and as to whose
Partnership Interest the General Partner has become the Substituted Limited Partner, pursuant to Section 4.8.


 


“Nonrecourse
Built-in Gain” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage
or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to
Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and 6.2(b)(iii) if such properties were disposed of in a taxable transaction in full satisfaction
of such liabilities and for no other consideration.


 


“Nonrecourse
Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section
705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to
a Nonrecourse Liability.


 


“Nonrecourse
Liability” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).


 


“Notice of
Election to Purchase” has the meaning assigned to such term in Section 15.1(b).


 


“Omnibus Agreement”
means that certain Omnibus Agreement, dated as of the Closing Date, among Spectra Energy Corp., the General Partner and the Partnership,
as such agreement may be amended, supplemented or restated from time to time.


 


“Operating
Partnership” means Spectra Energy Partners OLP, LP, a Delaware limited partnership, and any successors thereto.


 


“Opinion of
Counsel” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or
any of its Affiliates) acceptable to the General Partner.


 


“Organizational
Limited Partner” means Spectra Energy Transmission, LLC in its capacity as the organizational limited partner of the
Partnership pursuant to this Agreement.


 




    	 	10	 



     


    

 


“Outstanding”
means, with respect to Partnership Securities, all Partnership Securities that are issued by the Partnership and reflected as outstanding
on the Partnership’s books and records as of the date of determination; provided, however, that if at any time any Person
or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of the Outstanding Partnership Securities
of any class then Outstanding, all Partnership Securities owned by such Person or Group shall not be voted on any matter and shall
not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise
required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement,
except that Units so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Units shall not, however,
be treated as a separate class of Partnership Securities for purposes of this Agreement); provided, further, that the foregoing
limitation shall not apply to (a) any Person or Group who acquired 20% or more of the Outstanding Partnership Securities of any
class then Outstanding directly from the General Partner or its Affiliates, (b) any Person or Group who acquired 20% or more of
the Outstanding Partnership Securities of any class then Outstanding directly or indirectly from a Person or Group described in
clause (a) provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not
apply, or (c) any Person or Group who acquired 20% or more of any Partnership Securities issued by the Partnership with the prior
approval of the Board of Directors of the General Partner.


 


“Partner Nonrecourse
Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).


 


“Partner Nonrecourse
Debt Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).


 


“Partner Nonrecourse
Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section
705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to
a Partner Nonrecourse Debt.


 


“Partners”
means the General Partner and the Limited Partners.


 


“Partnership”
means Spectra Energy Partners, LP, a Delaware limited partnership.


 


“Partnership
Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.


 


“Partnership
Interest” means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner
Interests.


 


“Partnership
Minimum Gain” means that amount determined in accordance with the principles of Treasury Regulation Section 1.704-2(d).


 


“Partnership
Security” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants
and appreciation rights relating to an equity interest in the Partnership), including Common Units. Partnership Security shall
not include the General Partner Interest.


 




    	 	11	 



     


    

 


“Per Unit
Capital Amount” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any
Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.


 


“Percentage
Interest” means (a) as to any Unitholder or Assignee holding Units, the quotient obtained by dividing (i) the number
of Units held by such Unitholder or Assignee, as the case may be, by (ii) the total number of all Outstanding Units, and (b) as
to the holders of other Partnership Securities issued by the Partnership in accordance with Section 5.4, the percentage established
as a part of such issuance. The Percentage Interest with respect to the General Partner Interest shall at all times be zero.


 


“Person”
means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity.


 


“Pro Rata”
means (a) when used with respect to Units or any class thereof, apportioned equally among all designated Units in accordance with
their relative Percentage Interests, and (b) when used with respect to Partners and Assignees or Record Holders, apportioned
among all Partners and Assignees or Record Holders in accordance with their relative Percentage Interests.


 


“Purchase
Date” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests
of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV.


 


“Quarter”
means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the
Partnership which includes the Closing Date, the portion of such fiscal quarter after the Closing Date.


 


“Recapture
Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734
or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary
income because it represents the recapture of deductions previously taken with respect to such property or asset.


 


“Record Date”
means the date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity
of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give
approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited
Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.


 


“Record Holder”
means the Person in whose name a Common Unit is registered on the books of the Transfer Agent as of the opening of business on
a particular Business Day, or with respect to other Partnership Interests, the Person in whose name any such other Partnership
Interest is registered on the books that the General Partner has caused to be kept as of the opening of business on such Business
Day.


 




    	 	12	 



     


    

 


“Redeemable
Interests” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn,
pursuant to Section 4.9.


 


“Registration
Statement” means the Registration Statement on Form S-1 (File No. 333-141687) as it has been or as it may be amended
or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering
and sale of the Common Units.


 


“Required
Allocations” means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(c)(i), Section 6.1(c)(ii),
Section 6.1(c)(iv), Section 6.1(c)(vii) or Section 6.1(c)(ix).


 


“Residual
Gain” or “Residual Loss” means any item of gain or loss, as the case may be, of the Partnership recognized
for federal income tax purposes resulting from a sale, exchange or other disposition of a Contributed Property or Adjusted Property,
to the extent such item of gain or loss is not allocated pursuant to Section 6.2(b)(i)(A) or Section 6.2(b)(ii)(A), respectively,
to eliminate Book-Tax Disparities.


 


“Revaluation
Event” means an event that results in an adjustment of the Carrying Value of each Partnership property pursuant to Section 5.3(d).


 


“Securities
Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such
statute.


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any
successor to such statute.


 


“Special Approval”
means approval by a majority of the members of the Conflicts Committee.


 


“Subsidiary”
means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard
to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned,
directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination
thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of
determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such
partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly,
at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any
other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination
thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power
to elect or direct the election of a majority of the directors or other governing body of such Person.


 


“Substituted
Limited Partner” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 10.1
in place of and with all the rights of a Limited Partner and who is shown as a Limited Partner on the books and records of the
Partnership.


 




    	 	13	 



     


    

 


“Surviving
Business Entity” has the meaning assigned to such term in Section 14.2(b).


 


“Taxation
Certification” means a properly completed certificate in such form or forms as may be specified by the General Partner
by which a Limited Partner or Assignee certifies that he (and if he is a nominee holding for the account of another Person, that
to the best of his knowledge such other Person) is an Eligible Holder and includes a Transfer Application containing such a certification.


 


“Trading Day”
means, for the purpose of determining the Current Market Price of any class of Limited Partner Interests, a day on which the principal
National Securities Exchange on which such class of Limited Partner Interests are listed is open for the transaction of business
or, if Limited Partner Interests of a class are not listed on any National Securities Exchange, a day on which banking institutions
in New York City generally are open.


 


“transfer”
has the meaning assigned to such term in Section 4.4(a).


 


“Transfer
Agent” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as shall
be appointed from time to time by the General Partner to act as registrar and transfer agent for the Common Units; provided, that
if no Transfer Agent is specifically designated for any other Partnership Securities, the General Partner shall act in such capacity.


 


“Transfer
Application” means an application and agreement for transfer of Units in the form set forth on the back of a Certificate
or in a form substantially to the same effect in a separate instrument.


 


“Underwriter”
means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.


 


“Underwriting
Agreement” means that certain Underwriting Agreement dated as of June 26, 2007 among the Underwriters, the Partnership,
the General Partner and the other parties thereto, providing for the purchase of Common Units by the Underwriters.


 


“Unit”
means a Partnership Security that is designated as a “Unit” and shall include Common Units, but shall not include the
General Partner Interest.


 


“Unit Majority”
means at least a majority of the Outstanding Common Units voting as a single class.


 


“Unitholders”
means the holders of Units.


 


“Unrealized
Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of
(a) the fair market value of such property as of such date (as determined under Section 5.3(d)) over (b) the Carrying Value
of such property as of such date (prior to any adjustment to be made pursuant to Section 5.3(d) as of such date).


 


“Unrealized
Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of
(a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.3(d) as
of such date) over (b) the fair market value of such property as of such date (as determined under Section 5.3(d)).


 




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“U.S. GAAP”
means United States generally accepted accounting principles consistently applied.


 


“Withdrawal
Opinion of Counsel” has the meaning assigned to such term in Section 11.1(b).


 


		Section 1.2	Construction.



 


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.


 


ARTICLE II

ORGANIZATION


 


		Section 2.1	Formation.



 


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.


 


		Section 2.2	Name.



 


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
Partners.


 




    	 	15	 



     


    

 


		Section 2.3	Registered Office; Registered Agent; Principal Office; Other
Offices.



 


Unless and until changed
by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801, and the registered agent for service of process on the Partnership in the State
of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Partnership shall be
located at 5400 Westheimer Court, Houston, Texas 77056, or such other place as the General Partner may from time to time designate
by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State
of Delaware as the General Partner shall determine necessary or appropriate. The address of the General Partner shall be 5400 Westheimer
Court, Houston, Texas 77056, or such other place as the General Partner may from time to time designate by notice to the Limited
Partners.


 


		Section 2.4	Purpose and Business.



 


The purpose and nature
of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose
of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business
activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant
to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant
to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including
the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause the
Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would cause the Partnership
to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To
the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve, and may decline
to propose or approve, the conduct by the Partnership of any business free of any fiduciary duty or obligation whatsoever to the
Partnership, any Limited Partner or any Assignee and, in declining to so propose or approve, shall not be required to act in good
faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated
hereby or under the Delaware Act or any other law, rule or regulation or at equity.


 


		Section 2.5	Powers.



 


The Partnership shall
be empowered to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the purposes
and business described in Section 2.4 and for the protection and benefit of the Partnership.


 


		Section 2.6	Power of Attorney.



 


(a)            Each
Limited Partner and each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator shall have been selected
pursuant to Section 12.3, the Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or
otherwise) and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as
his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and stead, to:


 




    	 	16	 



     


    

 


(i)          execute,
swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments
(including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that
the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification
of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State
of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates,
documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect,
in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents
and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines
to be necessary or appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement;
(D) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Partner
pursuant to, or other events described in, Article IV, Article X, Article XI or Article XII; (E) all certificates, documents and
other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership
Securities issued pursuant to Section 5.4; and (F) all certificates, documents and other instruments (including agreements
and a certificate of merger or conversion) relating to a merger, consolidation or conversion of the Partnership pursuant to ARTICLE XIV;
and


 


(ii)         execute,
swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments
that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify
any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the
terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when required by Section 13.3
or any other provision of this Agreement that establishes a percentage of the Limited Partners or of the Limited Partners of any
class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in
this Section 2.6(a)(ii) only after the necessary vote, consent or approval of the Limited Partners or of the Limited Partners
of such class or series, as applicable.


 


Nothing contained in
this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with
ARTICLE XIII or as may be otherwise expressly provided for in this Agreement.


 




    	 	17	 



     


    

 


(b)            The
foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and,
to the maximum extent permitted by law, not be affected by, the subsequent death, incompetency, disability, incapacity, dissolution,
bankruptcy or termination of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner’s
or Assignee’s Partnership Interest and shall extend to such Limited Partner’s or Assignee’s heirs, successors,
assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made
by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner
or Assignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate
or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited
Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request
therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request
in order to effectuate this Agreement and the purposes of the Partnership.


 


		Section 2.7	Term.



 


The term of the Partnership
commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence
until the dissolution of the Partnership in accordance with the provisions of ARTICLE XII. The existence of the Partnership
as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware
Act.


 


		Section 2.8	Title to Partnership Assets.



 


Title to Partnership
assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets
or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner,
one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares
and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its
Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of
the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable
efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the
expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership
as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon
thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership
and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership
assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record
title to such Partnership assets is held.


 


ARTICLE III

RIGHTS OF LIMITED PARTNERS


 


		Section 3.1	Limitation of Liability.



 


The Limited Partners
and the Assignees shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.


 




    	 	18	 



     


    

 


		Section 3.2	Management of Business.



 


No Limited Partner
or Assignee, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware
Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents
for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer, director, employee,
manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee,
manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be participation
in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a)
of the Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees
under this Agreement.


 


		Section 3.3	Outside Activities of the Limited Partners.



 


Subject to the provisions
of Section 7.5, any Limited Partner or Assignee shall be entitled to and may have business interests and engage in business
activities in addition to those relating to the Partnership, including business interests and activities in direct competition
with the Partnership Group. Neither the Partnership nor any of the other Partners or Assignees shall have any rights by virtue
of this Agreement in any business ventures of any Limited Partner or Assignee.


 


		Section 3.4	Rights of Limited Partners.



 


(a)            In
addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited
Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in
the Partnership, upon reasonable written demand stating the purpose of such demand, and at such Limited Partner’s own expense:


 


(i)          to
obtain true and full information regarding the status of the business and financial condition of the Partnership;


 


(ii)         promptly
after its becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each
year;


 


(iii)        to
obtain a current list of the name and last known business, residence or mailing address of each Partner;


 


(iv)        to
obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of
the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all
amendments thereto have been executed;


 


(v)         to
obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other
Capital Contribution by each Partner and that each Partner has agreed to contribute in the future, and the date on which each became
a Partner; and


 




    	 	19	 



     


    

 


(vi)        to
obtain such other information regarding the affairs of the Partnership as is just and reasonable.


 


(b)            The
General Partner may keep confidential from the Limited Partners and Assignees, for such period of time as the General Partner deems
reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other
information the disclosure of which the General Partner in good faith believes (A) is not in the best interests of the Partnership
Group, (B) could damage the Partnership Group or its business or (C) that any Group Member is required by law or by agreement with
any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is
to circumvent the obligations set forth in this Section 3.4).


 


ARTICLE IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS


 


		Section 4.1	Certificates.



 


Upon the Partnership’s
issuance of Common Units, the Partnership shall issue, upon the request of such Person, one or more Certificates in the name of
such Person (or, if issued in global form, in the name of the Depositary or its nominee) evidencing the number of such Units being
so issued. In addition, upon the request of any Person owning Partnership Securities other than Common Units, the Partnership shall
issue to such Person one or more certificates evidencing such Partnership Securities other than Common Units. Certificates shall
be executed on behalf of the Partnership by the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer
or any Vice President and the Secretary, any Assistant Secretary, or other authorized officer or director of the General Partner.
No Common Unit Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however,
the Units may be certificated or uncertificated as provided in the Delaware Act; provided, further, that if the General Partner
elects to issue Common Units in global form, the Common Unit Certificates shall be valid upon receipt of a certificate from the
Transfer Agent certifying that the Common Units have been duly registered in accordance with the directions of the Partnership.


 


		Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates.



 


(a)            If
any mutilated Certificate is surrendered to the Transfer Agent (for Common Units) or the General Partner (for Partnership Securities
other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer
Agent (for Common Units) or the General Partner (for Partnership Securities other than Common Units) shall countersign and deliver
in exchange therefor, a new Certificate evidencing the same number and type of Partnership Securities as the Certificate so surrendered.


 


(b)            The
appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for
Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Common
Units, if the Record Holder of the Certificate:


 




    	 	20	 



     


    

 


(i)          makes
proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost,
destroyed or stolen;


 


(ii)         requests
the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate
has been acquired by a purchaser for value in good faith and without notice of an adverse claim;


 


(iii)        if
requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner,
with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners,
the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft
of the Certificate; and


 


(iv)        satisfies
any other reasonable requirements imposed by the General Partner.


 


If a Limited Partner or Assignee fails
to notify the General Partner within a reasonable period of time after he has notice of the loss, destruction or theft of a Certificate,
and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General
Partner or the Transfer Agent receives such notification, the Limited Partner or Assignee shall be precluded from making any claim
against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate or uncertificated
Units.


 


(c)          As
a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.


 


		Section 4.3	Record Holders.



 


The Partnership shall
be entitled to recognize the Record Holder as the Partner or Assignee with respect to any Partnership Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other
Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided by law or
any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Partnership Interests
are listed or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company
or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity
for another Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand, and such other
Persons on the other, such representative Person (a) shall be the Partner or Assignee (as the case may be) of record and beneficially,
and (b) shall be bound by this Agreement and shall have the rights and obligations of a Partner or Assignee (as the case may be)
hereunder and as, and to the extent, provided for herein.


 




    	 	21	 



     


    

 


		Section 4.4	Transfer Generally.



 


(a)            The
term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a
transaction by which the holder of a Limited Partner Interest assigns such Limited Partner Interest to another Person who is or
becomes a Limited Partner or an Assignee, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise,
excluding a pledge, encumbrance, hypothecation or mortgage but including any transfer upon foreclosure of any pledge, encumbrance,
hypothecation or mortgage.


 


(b)            No
Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in
this ARTICLE IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this ARTICLE IV
shall be null and void.


 


(c)            Nothing
contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the
General Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests
in the General Partner.


 


		Section 4.5	Registration and Transfer of Limited Partner Interests.



 


(a)            The
General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations
as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and
transfer of Limited Partner Interests. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering
Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates
evidencing Limited Partner Interests unless such transfers are effected in the manner described in this Section 4.5. Upon
surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject
to the provisions of Section 4.5(b), the appropriate officers of the General Partner on behalf of the Partnership shall execute
and deliver, and in the case of Common Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the
designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing
the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.


 


(b)            Except
as otherwise provided in Section 4.8, the General Partner shall not recognize any transfer of Limited Partner Interests until
the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer and such Certificates are
accompanied by a Transfer Application, properly completed and including a Taxation Certification, duly executed by the transferee
(or the transferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the General Partner for
such transfer; provided, that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner
may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.
No distributions or allocations will be made in respect of the Limited Partner Interests until a properly completed Transfer Application
has been delivered with respect to such Limited Partner Interests.


 




    	 	22	 



     


    

 


(c)            Upon
the receipt of proper transfer instructions from the registered owner of uncertificated Common Units, such uncertificated Common
Units shall be cancelled, issuance of new equivalent uncertificated Common Units or Certificates shall be made to the holder of
Common Units entitled thereto and the transaction shall be recorded upon the books of the Partnership.


 


(d)            Limited
Partner Interests may be transferred only in the manner described in this Section 4.5. The transfer of any Limited Partner
Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.


 


(e)            Until
admitted as a Substituted Limited Partner pursuant to Section 10.1, the Record Holder of a Limited Partner Interest shall
be an Assignee in respect of such Limited Partner Interest. Limited Partners may include custodians, nominees or any other individual
or entity in its own or any representative capacity.


 


(f)            A
transferee of a Limited Partner Interest who has completed and delivered a Transfer Application shall be deemed to have (i) requested
admission as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and to have executed this Agreement, (iii)
represented and warranted that such transferee has the right, power and authority and, if an individual, the capacity to enter
into this Agreement, (iv) granted the powers of attorney set forth in this Agreement, and (v) given the consents and approvals
and made the waivers contained in this Agreement.


 


(g)            The
General Partner and its Affiliates shall have the right at any time to transfer their Common Units to one or more Persons.


 


		Section 4.6	Transfer of the General Partner’s General Partner Interest.



 


(a)            Subject
to Section 4.6(b) below, the General Partner may transfer its General Partner Interest without Unitholder approval.


 


(b)            Notwithstanding
anything herein to the contrary, no transfer by the General Partner of its General Partner Interest to another Person shall be
permitted unless (i) the General Partner transfers its General Partner Interest in whole and not in part (ii)the transferee agrees
to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement,
(iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any
Limited Partner under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise
to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) and (iv) such transferee
also agrees to purchase all of the partnership or membership interest of the General Partner as the general partner or managing
member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6,
the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.2, be admitted
to the Partnership as the General Partner immediately prior to the transfer of the General Partner Interest, and the business of
the Partnership shall continue without dissolution.


 




    	 	23	 



     


    

 


		Section 4.7	Restrictions on Transfers.



 


(a)            Except
as provided in Section 4.7(c) below, and notwithstanding the other provisions of this ARTICLE IV, no transfer of any
Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or
rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction
over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its
formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as
an entity for federal income tax purposes (to the extent not already so treated or taxed).


 


(b)            The
General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such
restrictions are necessary to avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming
taxable as an entity for federal income tax purposes. The General Partner may impose such restrictions by amending this Agreement;
provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner
Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted
to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited
Partner Interests of such class.


 


(c)            Nothing
contained in this ARTICLE IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving
Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests
are listed or admitted to trading.


 


(d)            Each
certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form:


 


THE HOLDER OF THIS SECURITY ACKNOWLEDGES
FOR THE BENEFIT OF SPECTRA ENERGY PARTNERS, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER,
(B) TERMINATE THE EXISTENCE OR QUALIFICATION OF SPECTRA ENERGY PARTNERS, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE
SPECTRA ENERGY PARTNERS, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR
FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). SPECTRA ENERGY PARTNERS (DE) GP, LP, THE GENERAL PARTNER
OF SPECTRA ENERGY PARTNERS, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF
COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF SPECTRA ENERGY PARTNERS, LP BECOMING TAXABLE AS A CORPORATION
OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE
THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE
ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.


 




    	 	24	 



     


    

 


		Section 4.8	Tax Certifications; Ineligible Holders; Citizenship Certificates;
Non-citizen Assignees.



 


(a)            If
a transferee of a Limited Partner Interest fails to furnish a properly completed Taxation Certification in a Transfer Application
or if, upon receipt of such Taxation Certification or otherwise, the General Partner determines that such transferee is not an
Eligible Holder, the Limited Partner Interests owned by such transferee shall be subject to redemption in accordance with the provisions
of Section 4.9.


 


(b)            The
General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of
such request, an executed Taxation Certification or such other information concerning his federal income tax status with respect
to the income and loss generated by the Partnership (or, if the Limited Partner or Assignee is a nominee holding for the account
of another Person, the federal income tax status of such Person) as the General Partner may request. If a Limited Partner or Assignee
fails to furnish to the General Partner within the aforementioned 30-day period such Taxation Certification or other requested
information or if upon receipt of such Taxation Certification or other requested information the General Partner determines that
a Limited Partner or Assignee is not an Eligible Holder, the Limited Partner Interests owned by such Limited Partner or Assignee
shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner may require
that the status of any such Limited Partner or Assignee be changed to that of an Ineligible Holder and, thereupon, such Ineligible
Holder shall cease to be a Partner and shall have no voting rights in respect of his Limited Partner Interests. The General Partner
shall be substituted for such Ineligible Holder as the Limited Partner or Assignee in respect of the Ineligible Holder’s
Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.8(b).


 


(c)            If
any Group Member is or becomes subject to any federal, state or local law or regulation that the General Partner determines would
create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the
nationality, citizenship or other related status of a Limited Partner or Assignee, the General Partner may request any Limited
Partner or Assignee to furnish to the General Partner, within 30 days after receipt of such request, an executed Citizenship Certification
or such other information concerning his nationality, citizenship or other related status (or, if the Limited Partner or Assignee
is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as
the General Partner may request. If a Limited Partner or Assignee fails to furnish to the General Partner within the aforementioned
30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification
or other requested information the General Partner determines that a Limited Partner or Assignee is not an Eligible Citizen, the
Limited Partner Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions
of Section 4.9. In addition, the General Partner may require that the status of any such Limited Partner or Assignee be changed
to that of a Non-citizen Assignee and, thereupon, the General Partner shall be substituted for such Non-citizen Assignee as the
Limited Partner in respect of the Non-citizen Assignee’s Limited Partner Interests.


 




    	 	25	 



     


    

 


(d)            The
General Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Non-citizen
Assignees or Ineligible Holders, distribute the votes in the same ratios as the votes of Partners (including the General Partner)
in respect of Limited Partner Interests other than those of Non-citizen Assignees or Ineligible Holders are cast, either for, against
or abstaining as to the matter.


 


(e)            Upon
dissolution of the Partnership, a Non-citizen Assignee or Ineligible Holder shall have no right to receive a distribution in kind
pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange
for an assignment of the Non-citizen Assignee’s or Ineligible Holder’s share of any distribution in kind. Such payment
and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Non-citizen Assignee or Ineligible
Holder of his Limited Partner Interest (representing his right to receive his share of such distribution in kind).


 


(f)            At
any time after an Ineligible Holder can and does certify that it has become an Eligible Holder, such Ineligible Holder may, upon
application to the General Partner, request admission as a Substituted Limited Partner with respect to any Limited Partner Interests
of such Ineligible Holder not redeemed pursuant to Section 4.9, and upon admission of such Ineligible Holder pursuant to Section 10.1,
the General Partner shall cease to be deemed to be the Limited Partner in respect of such Ineligible Holder’s Limited Partner
Interests.


 


(g)            At
any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to
the General Partner, request admission as a Substituted Limited Partner with respect to any Limited Partner Interests of such Non-citizen
Assignee not redeemed pursuant to Section 4.9, and upon admission of such Non-citizen Assignee pursuant to Section 10.1,
the General Partner shall cease to be deemed to be the Limited Partner in respect of the Non-citizen Assignee’s Limited Partner
Interests.


 


		Section 4.9	Redemption of Partnership Interests of Non-citizen and Ineligible
Holders.



 


(a)            If
at any time a Limited Partner, Assignee or transferee fails to furnish a Citizenship Certification, Taxation Certification or other
information requested within the 30-day period specified in Section 4.8(b) or 4.8(c) or in a Transfer Application, or if upon
receipt of such Citizenship Certification, Taxation Certification, Transfer Application or other information the General Partner
determines, with the advice of counsel, that a Limited Partner, Assignee or transferee is not an Eligible Citizen or Eligible Holder,
as the case may be, the Partnership may, unless the Limited Partner, Assignee or transferee establishes to the satisfaction of
the General Partner that such Limited Partner, Assignee or transferee is an Eligible Citizen or Eligible Holder, as the case may
be, or has transferred his Partnership Interests to a Person who is an Eligible Citizen or Eligible Holder, as the case may be,
and who furnishes a Citizenship Certification or Taxation Certificate, as the case may be, to the General Partner prior to the
date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner, Assignee or transferee
as follows:


 




    	 	26	 



     


    

 


(i)          The
General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited
Partner, Assignee or transferee, at his last address designated on the records of the Partnership or the Transfer Agent, by registered
or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the
Redeemable Interests or, if uncertificated, upon receipt of evidence satisfactory to the General Partner of the ownership of the
Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon
surrender of the Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further
allocations or distributions to which such person would otherwise be entitled in respect of the Redeemable Interests will accrue
or be made.


 


(ii)         The
aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination
of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the
number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid,
as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of
the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together
with accrued interest, commencing one year after the redemption date.


 


(iii)        Upon
surrender by or on behalf of the Limited Partner, Assignee or transferee, at the place specified in the notice of redemption, of
(x) if certificated, the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment
duly executed in blank, or (y) if uncertificated, upon receipt of evidence satisfactory to the General Partner of the ownership
of the Redeemable Interests, the Limited Partner, Assignee or transferee or his duly authorized representative shall be entitled
to receive the payment therefor.


 


(iv)        After
the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.


 


(b)            The
provisions of this Section 4.9 shall also be applicable to Limited Partner Interests held by a Limited Partner or Assignee
as nominee of a Person determined to be other than an Eligible Citizen or Eligible Holder, as the case may be.


 


(c)            Nothing
in this Section 4.9 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before
the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the
General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to
the satisfaction of the General Partner that he is an Eligible Citizen or Eligible Holder, as the case may be. If the transferee
fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.


 




    	 	27	 



     


    

 


ARTICLE V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS


 


		Section 5.1	Conversion of Incentive Distribution Rights and Economic General
Partner Interest.



 


As of the date hereof,
pursuant to the Equity Restructuring Agreement, the Incentive Distribution Rights held by the General Partner and the economic
general partner interest in the Partnership held by the General Partner will be automatically converted into 172,500,000 Common
Units and a non-economic General Partner Interest. Effective immediately following the aforementioned transactions, the Incentive
Distribution Rights shall no longer exist and the General Partner Interest shall be a noneconomic general partner interest. The
conversion of the Incentive Distribution Rights held by the General Partner and the economic general partner interest into the
Common Units and the non-economic General Partner Interest shall be deemed to happen simultaneously, with the effect that Spectra
Energy Partners (DE) GP, LP was at all times the general partner of the Partnership.


 


		Section 5.2	Interest and Withdrawal of Capital Contributions.



 


No interest shall be
paid by the Partnership on Capital Contributions. No Partner or Assignee shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Partnership
may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided
in this Agreement, no Partner or Assignee shall have priority over any other Partner or Assignee either as to the return of Capital
Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners or Assignees
agree within the meaning of Section 17-502(b) of the Delaware Act.


 


		Section 5.3	Capital Accounts.



 


(a)            The
Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which
the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other
method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership
Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased
by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items
of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.3(b) and
allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net
Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest and (y)
all items of Partnership deduction and loss computed in accordance with Section 5.3(b) and allocated with respect to such
Partnership Interest pursuant to Section 6.1.


 




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(b)            For
purposes of computing the amount of any item of income, gain, loss or deduction which is to be allocated pursuant to ARTICLE VI
and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item
shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of
depreciation, cost recovery or amortization used for that purpose), provided, that:


 


(i)          Solely
for purposes of this Section 5.3, the Partnership shall be treated as owning directly its proportionate share (as determined
by the General Partner based upon the provisions of the applicable Group Member Agreement or governing, organizational or similar
documents) of (x) all property owned by any other Group Member that is classified as a partnership for federal income tax purposes
and (y) any other partnership, limited liability company, unincorporated business or other entity classified as a partnership for
federal income tax purposes of which a Group Member is, directly or indirectly, a partner.


 


(ii)         All
fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither
be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated
as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant
to Section 6.1.


 


(iii)        Except
as otherwise provided in this Agreement or Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income,
gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Partnership
and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items
are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the
extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required,
pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount
of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.


 


(iv)        In
the event the Carrying Value of Partnership property is adjusted pursuant to Section 5.3(d), any Unrealized Gain resulting
from such adjustment shall be treated as an item of gain and any Unrealized Loss resulting from such adjustment shall be treated
as an item of loss.


 


(v)         Any
income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted
basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect
to such property as of such date.


 


(vi)        In
accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization
attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired
by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.3(d) to the Carrying
Value of any Partnership property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation,
cost recovery or amortization attributable to such property shall be determined as if the adjusted basis of such property were
equal to the Carrying Value of such property immediately following such adjustment.


 




    	 	29	 



     


    

 


(vii)       If
the Partnership’s adjusted basis in a depreciable or cost recovery property is reduced for federal income tax purposes pursuant
to Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction shall, solely for purposes hereof, be deemed to be an
additional depreciation or cost recovery deduction in the year such property is placed in service and shall be allocated among
the Partners pursuant to Section 6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code shall, to the
extent possible, be allocated in the same manner to the Partners to whom such deemed deduction was allocated.


 


(viii)      The
Gross Liability Value of each Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted
at such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment shall be treated
for purposes hereof as an item of loss (if the adjustment increases the Carrying Value of such Liability of the Partnership) or
an item of gain (if the adjustment decreases the Carrying Value of such Liability of the Partnership).


 


(c)            A
transferee of a Partnership Interest shall succeed to a Pro Rata portion of the Capital Account of the transferor relating to the
Partnership Interest so transferred.


 


(d)            (i)          In
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) (including Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(v)),
on an issuance of additional Partnership Interests for cash, Contributed Property or the issuance of Partnership Interests as consideration
for the provision of services, or a change in the manner in which the Partners share any item or class of items of income, gain,
loss, deduction or credit of the Partnership under this Agreement, the Capital Accounts of all Partners and the Carrying Value
of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized
Gain or Unrealized Loss attributable to such Partnership property. In determining such Unrealized Gain or Unrealized Loss, the
aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to
the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it
may adopt; provided, however, that the General Partner, in arriving at such valuation, must take fully into account the fair market
value of the Partnership Interests of all Partners at such time. The General Partner shall allocate such aggregate value among
the assets of the Partnership (in such manner as it determines) to arrive at a fair market value for individual properties.


 


(ii)         In
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner
of any Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest),
the Capital Accounts of all Partners and the Carrying Value of all Partnership property shall be adjusted upward or downward to
reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property. In determining such Unrealized Gain or
Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents)
immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to Section 12.4
or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 5.3(d)(i) or
(B) in the case of a liquidating distribution pursuant to Section 12.4, be determined and allocated by the Liquidator using
such method of valuation as it may adopt.


 




    	 	30	 



     


    

 


		Section 5.4	Issuances of Additional Partnership Securities.



 


(a)            The
Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership
Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms
and conditions as the General Partner shall determine, all without the approval of any Limited Partners.


 


(b)            Each
additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.4(a) may be issued in one or more
classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be
senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner, including (i) the right
to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights
upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may
or shall be required to redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of
conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon
which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining
the Percentage Interest as to such Partnership Security; and (viii) the right, if any, of each such Partnership Security to vote
on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security.


 


(c)            The
General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of
Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this
Section 5.4, (ii) the admission of Additional Limited Partners and (iii) all additional issuances of Partnership Securities.
The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Securities
being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed
to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities,
including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any
National Securities Exchange on which the Units or other Partnership Securities are listed or admitted to trading.


 


(d)            No
fractional Units shall be issued by the Partnership.


 


		Section 5.5	Limited Preemptive Right.



 


Except as provided
in this Section 5.5, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any
Partnership Security, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which
it may from time to time assign in whole or in part to any of its Affiliates, to purchase Partnership Securities from the Partnership
whenever, and on the same terms that, the Partnership issues Partnership Securities to Persons other than the General Partner and
its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to
any or all of those Percentage Interests that existed immediately prior to the issuance of such Partnership Securities.


 




    	 	31	 



     


    

 


		Section 5.6	Splits and Combinations.



 


(a)            Subject
to Section 5.6(d) (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership
Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such
event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated
on a per Unit basis or stated as a number of Units are proportionately adjusted.


 


(b)            Whenever
such a Pro Rata distribution or subdivision or combination of Partnership Securities is declared, the General Partner shall select
a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least
20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The
General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities
to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall
be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.


 


(c)            Promptly
following any such distribution, subdivision or combination, the Partnership may issue Certificates or uncertificated Partnership
Securities to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership
Securities held by such Record Holders, or the General Partner may adopt such other procedures that it determines to be necessary
or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding,
the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate or uncertificated Partnership
Securities, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.


 


(d)            The
Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision
or combination of Units would result in the issuance of fractional Units but for the provisions of this Section 5.6(d), each
fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).


 


		Section 5.7	Fully Paid and Non-Assessable Nature of Limited Partner Interests.



 


All Limited Partner
Interests issued pursuant to, and in accordance with the requirements of, this ARTICLE V shall be fully paid and non-assessable
Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-607 and 17-804 of
the Delaware Act.


 




    	 	32	 



     


    

 


ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS


 


		Section 6.1	Allocations for Capital Account Purposes.



 


For purposes of maintaining
the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain,
loss and deduction (computed in accordance with Section 5.3(b)) shall be allocated among the Partners in each taxable year
(or portion thereof) as provided herein below.


 


(a)            Net
Income. After giving effect to the special allocations set forth in Section 6.1(c), Net Income for each taxable year (including
a pro rata portion of income, gain, loss and deduction taken into account in computing Net Income for such taxable year) shall
be allocated as follows:


 


(i)          First,
to the General Partner until the aggregate amount of Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i)
for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to the General Partner
pursuant to Section 6.1(b)(ii) for all previous taxable years; and


 


(ii)         Second,
the balance, if any 100% to the Unitholders, Pro Rata.


 


(b)            Net
Losses. After giving effect to the special allocations set forth in Section 6.1(c), Net Losses for each taxable period (including
a pro rata portion of income, gain, loss and deduction taken into account in computing Net Losses) for such taxable period shall
be allocated as follows:


 


(i)          First,
to the Unitholders, Pro Rata; provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the
extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of
such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); and


 


(ii)         Second,
the balance, if any, 100% to the General Partner.


 


(c)            Special
Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for
such taxable period:


 


(i)          Partnership
Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership
Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such
period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6),
1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(c), each Partner’s
Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected,
prior to the application of any other allocations pursuant to this Section 6.1(c) with respect to such taxable period (other
than an allocation pursuant to Section 6.1(c)(vi) and Section 6.1(c)(vii)). This Section 6.1(c)(i) is intended to
comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted
consistently therewith.


 




    	 	33	 



     


    

 


(ii)         Chargeback
of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(c)(i)),
except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum
Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning
of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods)
in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions.
For purposes of this Section 6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation
of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(c),
other than Section 6.1(c)(i) and other than an allocation pursuant to Section 6.1(c)(vi) and Section 6.1(c)(vii),
with respect to such taxable period. This Section 6.1(c)(ii) is intended to comply with the chargeback of items of income
and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.


 


(iii)        Priority
Allocations. If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant
to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit basis) than the amount
of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to their Units (on a per Unit basis),
then there shall be allocated income and gain to each Unitholder receiving such greater cash or property distribution until the
aggregate amount of such items allocated pursuant to this Section 6.1(d)(iii)(A) for the current taxable year and all previous
taxable years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds
the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned
by the Unitholder receiving the greater distribution.


 


(iv)        Qualified
Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury
Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and
gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account
created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated
pursuant to Section 6.1(c)(i) or Section 6.1(c)(ii).


 


(v)         Gross
Income Allocations. In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable
period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement
and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5),
such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible;
provided, that an allocation pursuant to this Section 6.1(c)(v)shall be made only if and to the extent that such Partner would
have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have
been tentatively made as if this Section 6.1(c)(v) were not in this Agreement.


 




    	 	34	 



     


    

 


(vi)        Nonrecourse
Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners in accordance with their respective
Percentage Interests. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be allocated
in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the
Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically closest
ratio that does satisfy such requirements.


 


(vii)       Partner
Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears
the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable
in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect
to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such
Partners in accordance with the ratios in which they share such Economic Risk of Loss.


 


(viii)      Nonrecourse
Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the
Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in
Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.


 


(ix)         Code
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b)
or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining
Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially
allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant
to such Section of the Treasury Regulations.


 


(x)          Economic
Uniformity. Upon any Revaluation Event occurring on or after the date hereof, items of Unrealized Gain and Unrealized Loss shall
be allocated among the Partners in a manner that to the nearest extent possible results in equal Capital Accounts maintained with
respect to each Common Unit.


 




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(xi)         Curative
Allocation.


 


(A)         Notwithstanding
any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into
account in making the Agreed Allocations so that, to the extent possible, the net amount of items of income, gain, loss and deduction
allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net
amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations
and the related Curative Allocation not otherwise been provided in this Section 6.1. Notwithstanding the preceding sentence,
Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has
been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the
extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 6.1(c)(xi)(A)
shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will
otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(c)(xi)(A)
shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner determines
that such allocations are likely to be offset by subsequent Required Allocations.


 


(B)         The
General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(c)(xi)(A) in whatever
order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide
all allocations pursuant to Section 6.1(c)(xi)(A) among the Partners in a manner that is likely to minimize such economic
distortions.


 


		Section 6.2	Allocations for Tax Purposes.



 


(a)            Except
as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated
among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated
pursuant to Section 6.1.


 


(b)            In
an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain,
loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners
as follows:


 


(i)           (A)         In
the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided
under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted
basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall
be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant
to Section 6.1.


 


(ii)          (A)         In
the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles
of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the
allocations thereof pursuant to Section 6.1, and (2) second, in the event such property was originally a Contributed Property,
be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual
Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book”
gain or loss is allocated pursuant to Section 6.1.


 




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(iii)         The
General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.


 


(c)            For
the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class
or classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount of
depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income
(including gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal
or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve
uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions,
make such allocations and make such amendments to this Agreement as provided in this Section 6.2(c) only if such conventions,
allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Limited
Partner Interests issued and Outstanding or the Partnership, and if such allocations are consistent with the principles of Section
704 of the Code.


 


(d)            The
General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable
to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined
rate derived from the depreciation or amortization method and useful life applied to the Partnership’s common basis of such
property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6), Treasury Regulation Section
1.197-2(g)(3), the legislative history to Section 743 or any successor regulations thereto. If the General Partner determines that
such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and amortization conventions under
which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions,
based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General
Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions
to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would
not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests.


 


(e)            In
accordance with Treasury Regulation Section 1.1245-1(e), any gain allocated to the Partners upon the sale or other taxable disposition
of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to
this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or
their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such
gains as Recapture Income.


 


(f)            All
items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to
the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the
Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner
determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the
Code.


 




    	 	37	 



     


    

 


(g)            Each
item of Partnership income, gain, loss and deduction, for federal income tax purposes, shall be determined on an annual basis and
prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which
the Common Units may then be listed or admitted to trading on the first Business Day of each month; provided, that gain or loss
on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income or loss realized and
recognized other than in the ordinary course of business, as determined by the General Partner, shall be allocated to the Partners
as of the opening of the National Securities Exchange on which the Common Units may then be listed or admitted to trading on the
first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General Partner may
revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and
the regulations or rulings promulgated thereunder.


 


(h)            Allocations
that would otherwise be made to a Limited Partner under the provisions of this ARTICLE VI shall instead be made to the beneficial
owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner
to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.


 


		Section 6.3	Requirement and Characterization of Distributions; Distributions
to Record Holders.



 


(a)            Within
60 days following the end of each Quarter, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject
to Section 17-607 of the Delaware Act, be distributed in accordance with this ARTICLE VI by the Partnership to the Limited
Partners as of the Record Date selected by the General Partner in accordance with each Limited Partner’s Percentage Interest.
Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make a distribution to any
Partner on account of its interest in the Partnership if such distribution would violate the Delaware Act or any other applicable
law.


 


(b)            Notwithstanding
Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all receipts received during or after
the Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the
terms and conditions of, Section 12.4.


 


(c)            The
General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all
of the Partners, as a distribution of Available Cash to such Partners.


 


(d)            Each
distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through
any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution.
Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless
of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.


 




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ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS


 


		Section 7.1	Management.



 


(a)            The
General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this
Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner,
and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition
to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the
General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full
power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business
of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4,
including the following:


 


(i)          the
making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness
and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Partnership Securities,
and the incurring of any other obligations;


 


(ii)         the
making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Partnership;


 


(iii)        the
acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership
or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being
subject, however, to any prior approval that may be required by Section 7.3 and ARTICLE XIV);


 


(iv)        the
use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including
the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to
other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of
capital contributions to any Group Member;


 


(v)         the
negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the
liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party
to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even
if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);


 


(vi)        the
distribution of Partnership cash;


 


(vii)       the
selection and dismissal of employees (including employees having titles such as “president,” “vice president,”
“secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors and
the determination of their compensation and other terms of employment or hiring;


 




    	 	39	 



     


    

 


(viii)      the
maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;


 


(ix)         the
formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited
or general partnerships, joint ventures, corporations, limited liability companies or other relationships (including the acquisition
of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth
in Section 2.4;


 


(x)          the
control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions
at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense
and the settlement of claims and litigation;


 


(xi)         the
indemnification of any Person against liabilities and contingencies to the extent permitted by law;


 


(xii)        the
entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner
Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required
under Section 4.7);


 


(xiii)       the
purchase, sale or other acquisition or disposition of Partnership Securities, or the issuance of options, rights, warrants, appreciation
rights and tracking and phantom interests relating to Partnership Securities;


 


(xiv)      the
undertaking of any action in connection with the Partnership’s participation in any Group Member; and


 


(xv)       the
entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its
duties as General Partner of the Partnership.


 


(b)            Notwithstanding
any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation,
each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves,
ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement
of each other Group Member, the Underwriting Agreement, the Omnibus Agreement, the Contribution Agreement and the other agreements
described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration
Statement; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) was authorized to execute,
deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and
matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval
or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii)
agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of
this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or
any Affiliate of the General Partner of the rights accorded pursuant to ARTICLE XV) shall not constitute a breach by the General
Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement
(or any other agreements) or of any duty stated or implied by law or equity.


 




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		Section 7.2	Certificate of Limited Partnership.



 


The General Partner
has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required
by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents
that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation
of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any
other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such
action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited
Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the
limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership
may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required,
before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any
amendment thereto to any Limited Partner.


  


		Section 7.3	Restrictions on the General Partner’s Authority.



 


Except as provided
in ARTICLE XII and ARTICLE XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially
all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including
by way of merger, consolidation, other combination or sale of ownership interests of the Partnership’s Subsidiaries) without
the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s
ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership
Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of,
or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall
not, on behalf of the Partnership, except as permitted under Section 4.6, Section 11.1 and Section 11.2, elect or
cause the Partnership to elect a successor general partner of the Partnership.


 


		Section 7.4	Reimbursement of the General Partner.



 


(a)            Except
as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services
as a general partner or managing member of any Group Member.


 




    	 	41	 



     


    

 


(b)            Subject
to the provisions of the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as
the General Partner may determine, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership
Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General
Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership
Group and including certain expenses allocated to the Partnership by Affiliates of the General Partner), and (ii) all other expenses
allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s
business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses
that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.4 shall be in addition to any reimbursement
to the General Partner as a result of indemnification pursuant to Section 7.7. Any allocation of expenses to the Partnership
by Affiliates of the General Partner in a manner consistent with then-applicable accounting and allocation methodologies generally
permitted by FERC for rate-making purposes (or in the absence of then-applicable methodologies permitted by FERC, consistent with
the most-recently applicable methodologies) and past business practices shall be deemed to be fair and reasonable to the Partnership.


 


(c)            The
General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose
and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs
and practices involving the issuance of Partnership Securities or options to purchase or rights, warrants or appreciation rights
or phantom or tracking interests relating to Partnership Securities), or cause the Partnership to issue Partnership Securities
in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by
the General Partner, Group Member or any Affiliates in each case for the benefit of employees and directors of the General Partner
or any of its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The
Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Securities that the General
Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans,
employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and
practices (including the net cost to the General Partner or such Affiliates of Partnership Securities purchased by the General
Partner or such Affiliates from the Partnership to fulfill options or awards under such plans, programs and practices) shall be
reimbursed in accordance with Section 7.4(b). Any and all obligations of the General Partner under any employee benefit plans,
employee programs or employee practices adopted by the General Partner as permitted by this Section 7.4(c) shall constitute
obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section 11.1
or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant
to Section 4.6.


 




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		Section 7.5	Outside Activities.



 


(a)            After
the Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business
will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited
liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are
ancillary or related thereto (including being a limited partner in the Partnership) and (ii) shall not engage in any business or
activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or
managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the
acquiring, owning or disposing of debt or equity securities in any Group Member.


 


(b)            Each
Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other
activities for profit and to engage in and possess an interest in other business ventures of any and every type or description,
whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business
interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall
constitute a breach of this Agreement or any duty expressed or implied by law or equity to any Group Member or any Partner or Assignee.
None of any Group Member, any Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group
Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. Notwithstanding
anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, but subject to the proviso set
forth in the last sentence of this Section 7.5(b), (i) the engaging in competitive activities by any Indemnitees (other than
the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners,
(ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee
for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to
the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed
or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement,
the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner).
No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other
matter that may be an opportunity for the Partnership, shall have any duty to communicate or offer such opportunity to the Partnership,
and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Limited Partner or any other
Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues
or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the
Partnership; provided such Indemnitee does not engage in such business or activity as a result of or using confidential or proprietary
information provided by or on behalf of the Partnership to such Indemnitee.


 


(c)            The
General Partner and each of its Affiliates may acquire Units or other Partnership Securities in addition to those acquired on the
Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating
to all Units or other Partnership Securities acquired by them. The term “Affiliates” when used in this Section 7.5(c)
with respect to the General Partner shall not include any Group Member.


 




    	 	43	 



     


    

 


		Section 7.6	Loans from the General Partner; Loans or Contributions from
the Partnership or Group Members.



 


(a)            The
General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner
or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General
Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at
a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than
would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis
(without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The
borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending
party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term
“Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.


 


(b)            The
Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and
conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other
than another Group Member).


 


		Section 7.7	Indemnification.



 


(a)            To
the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall
be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or
several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising
from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which
any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee;
provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification
pursuant to this Section 7.7, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of
a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no indemnification
pursuant to this Section 7.7 shall be available to the General Partner or its Affiliates (other than a Group Member) with
respect to its or their obligations incurred pursuant to the Underwriting Agreement, the Omnibus Agreement or the Contribution
Agreement (other than obligations incurred by the General Partner on behalf of the Partnership). Any indemnification pursuant to
this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not
be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the
Partnership to enable it to effectuate such indemnification.


 




    	 	44	 



     


    

 


(b)            To
the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified
pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Partnership prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership
of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not
entitled to be indemnified as authorized in this Section 7.7.


 


(c)            The
indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled
under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law or otherwise,
both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity
under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure
to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.


 


(d)            The
Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf
of the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that
may be asserted against, or expense that may be incurred by, such Person in connection with the Partnership’s activities
or such Person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify
such Person against such liability under the provisions of this Agreement.


 


(e)            For
purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an
employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves
services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to
an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a);
and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably
believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose
that is in the best interests of the Partnership.


 


(f)             In
no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth
in this Agreement.


 


(g)            An
Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest
in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of
this Agreement.


 


(h)            The
provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators
and shall not be deemed to create any rights for the benefit of any other Persons.


 


(i)             No
amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair
the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership
to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole
or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


 




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		Section 7.8	Liability of Indemnitees.



 


(a)            Notwithstanding
anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the
Limited Partners, the Assignees or any other Persons who have acquired interests in the Partnership Securities, for losses sustained
or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad
faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s
conduct was criminal.


 


(b)            Subject
to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the
powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through
its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed
by the General Partner in good faith.


 


(c)            To
the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to
the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s
business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this
Agreement.


 


(d)            Any
amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any
way affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


 




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		Section 7.9	Resolution of Conflicts of Interest; Standards of Conduct
and Modification of Duties.



 


(a)            Unless
otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists
or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner
or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict
of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any
Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if
the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by
the vote of a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates),
(iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties
or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved
(including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall
be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such
resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. If
Special Approval is sought, then it shall be presumed that, in making its decision, the Conflicts Committee acted in good faith,
and if Special Approval is not sought and the Board of Directors of the General Partner determines that the resolution or course
of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above,
then it shall be presumed that, in making its decision, the Board of Directors of the General Partner acted in good faith, and
in either case, in any proceeding brought by any Limited Partner or Assignee or by or on behalf of such Limited Partner or Assignee
or any other Limited Partner or Assignee or the Partnership challenging such approval, the Person bringing or prosecuting such
proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or
any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement
are hereby approved by all Partners and shall not constitute a breach of this Agreement.


 


(b)            Whenever
the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to
do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement,
any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided
for in this Agreement, the General Partner, or such Affiliates causing it to do so, shall make such determination or take or decline
to take such other action in good faith and shall not be subject to any other or different standards imposed by this Agreement,
any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation
or at equity. Whenever the Conflicts Committee makes a determination or takes or declines to take any other action, it shall make
such determination or take or decline to take such other action in good faith and shall not be subject to any other or different
standards imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware
Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good faith”
for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such other action
must believe that the determination or other action is in the best interests of the Partnership.


 


(c)            Whenever
the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to
do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement,
any Group Member Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates
causing it to do so, are entitled to make such determination or to take or decline to take such other action free of any fiduciary
duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee, and the General Partner, or such Affiliates
causing it to do so, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any
Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation
or at equity. By way of illustration and not of limitation, whenever the phrase, “at the option of the General Partner,”
or some variation of that phrase, is used in this Agreement, it indicates that the General Partner is acting in its individual
capacity. For the avoidance of doubt, but subject to Section 4.6, whenever the General Partner votes or transfers its Partnership
Interests, or refrains from voting or transferring its Partnership Interests, it shall be acting in its individual capacity. The
General Partner’s organizational documents may provide that determinations to take or decline to take any action in its individual,
rather than representative, capacity may or shall be determined by its members, if the General Partner is a limited liability company,
stockholders, if the General Partner is a corporation, or the members or stockholders of the General Partner’s general partner,
if the General Partner is a partnership.


 




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(d)            Notwithstanding
anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or
implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or
(ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided
in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any
of its Affiliates to enter into such contracts shall be at its option.


 


(e)            Except
as expressly set forth in this Agreement, neither the General Partner nor any other Indemnitee shall have any duties or liabilities,
including fiduciary duties, to the Partnership or any Limited Partner or Assignee and the provisions of this Agreement, to the
extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the General
Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties
and liabilities of the General Partner or such other Indemnitee.


 


(f)             The
Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve
of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the
General Partner pursuant to this Section 7.9.


 


		Section 7.10	Other Matters Concerning the General Partner.



 


(a)            The
General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties.


 


(b)            The
General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants
and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel)
of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert
competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.


 




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(c)            The
General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly
authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership or any Group
Member.


 


		Section 7.11	Purchase or Sale of Partnership Securities.



 


The General Partner
may cause the Partnership to purchase or otherwise acquire Partnership Securities. Such Partnership Securities shall be held by
the Partnership as treasury securities unless they are expressly cancelled by action of an appropriate officer of the General Partner.
As long as Partnership Securities are held by any Group Member, such Partnership Securities shall not be considered Outstanding
for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase
or otherwise acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the provisions of
Articles IV and X.


 


		Section 7.12	Registration Rights of the General Partner and its Affiliates.



 


(a)            If
(i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12, any Person that
is an Affiliate of the General Partner at the date hereof notwithstanding that it may later cease to be an Affiliate of the General
Partner) holds Partnership Securities that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or
regulation to Rule 144) or another exemption from registration is not available to enable such holder of Partnership Securities
(the “Holder”) to dispose of the number of Partnership Securities it desires to sell at the time it desires to do so
without registration under the Securities Act, then at the option and upon the request of the Holder, the Partnership shall file
with the Commission as promptly as practicable after receiving such request, and use commercially reasonable efforts to cause to
become effective and remain effective for a period of not less than six months following its effective date or such shorter period
as shall terminate when all Partnership Securities covered by such registration statement have been sold, a registration statement
under the Securities Act registering the offering and sale of the number of Partnership Securities specified by the Holder; provided,
however, that the Partnership shall not be required to effect more than three registrations pursuant to this Section 7.12(a)
and Section 7.12(b); and provided further, however, that if the Conflicts Committee determines in good faith that the requested
registration would be materially detrimental to the Partnership and its Partners because such registration would (x) materially
interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature
disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z)
render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the
right to postpone such requested registration for a period of not more than six months after receipt of the Holder’s request,
such right pursuant to this Section 7.12(a) or Section 7.12(b) not to be utilized more than once in any twelve-month
period. In connection with any registration pursuant to the first sentence of this Section 7.12(a), the Partnership shall
i. promptly prepare and file A. such documents as may be necessary to register or qualify the securities subject to such registration
under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification
shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process
or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely
as a result of such registration, and B. such documents as may be necessary to apply for listing or to list the Partnership Securities
subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and ii. do any and all
other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Partnership
Securities in such states. Except as set forth in Section 7.12(d), all costs and expenses of any such registration and offering
(other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.


 




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(b)            If
any Holder holds Partnership Securities that it desires to sell and Rule 144 of the Securities Act (or any successor rule or regulation
to Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Partnership
Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then at the option
and upon the request of the Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such
request, and use commercially reasonable efforts to cause to become effective and remain effective for a period of not less than
six months following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such
shelf registration statement have been sold, a “shelf” registration statement covering the Partnership Securities specified
by the Holder on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission;
provided, however, that the Partnership shall not be required to effect more than three registrations pursuant to Section 7.12(a)
and this Section 7.12(b); and provided further, however, that if the Conflicts Committee determines in good faith that any
offering under, or the use of any prospectus forming a part of, the shelf registration statement would be materially detrimental
to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition,
reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information
that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply
with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for
a period of not more than six months after receipt of the Holder’s request, such right pursuant to Section 7.12(a) or
this Section 7.12(b) not to be utilized more than once in any twelve-month period. In connection with any shelf registration
pursuant to this Section 7.12(b), the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary
to register or qualify the securities subject to such shelf registration under the securities laws of such states as the Holder
shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result
thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a
foreign corporation or partnership doing business in such jurisdiction solely as a result of such shelf registration, and (B) such
documents as may be necessary to apply for listing or to list the Partnership Securities subject to such shelf registration on
such National Securities Exchange as the Holder shall reasonably request, and (ii) do any and all other acts and things that may
be necessary or appropriate to enable the Holder to consummate a public sale of such Partnership Securities in such states. Except
as set forth in Section 7.12(d), all costs and expenses of any such shelf registration and offering (other than the underwriting
discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.


 




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(c)            If
the Partnership shall at any time propose to file a registration statement under the Securities Act for an offering of equity securities
of the Partnership for cash (other than an offering relating solely to an employee benefit plan), the Partnership shall notify
all Holders of such proposal and use all reasonable efforts to include such number or amount of securities held by the Holder in
such registration statement as the Holder shall request; provided, that the Partnership is not required to make any effort or take
any action to so include the securities of the Holder once the registration statement is declared effective by the Commission or
otherwise becomes effective, including any registration statement providing for the offering from time to time of securities pursuant
to Rule 415 of the Securities Act. If the proposed offering pursuant to this Section 7.12(c) shall be an underwritten offering,
then, in the event that the managing underwriter or managing underwriters of such offering advise the Partnership and the Holder
in writing that in their opinion the inclusion of all or some of the Holder’s Partnership Securities would adversely and
materially affect the success of the offering, the Partnership shall include in such offering only that number or amount, if any,
of securities held by the Holder that, in the opinion of the managing underwriter or managing underwriters, will not so adversely
and materially affect the offering. Except as set forth in Section 7.12(d), all costs and expenses of any such registration
and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by
the Holder.


 


(d)            If
underwriters are engaged in connection with any registration referred to in this Section 7.12, the Partnership shall provide
indemnification, representations, covenants, opinions and other assurance to the underwriters in form and substance reasonably
satisfactory to such underwriters. Further, in addition to and not in limitation of the Partnership’s obligation under Section 7.7,
the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless the Holder, its officers, directors
and each Person who controls the Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified
Persons”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal
fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands,
actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be
involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (hereinafter referred
to in this Section 7.12(d) as a “claim” and in the plural as “claims”) based upon, arising out of
or resulting from any untrue statement or alleged untrue statement of any material fact contained in any registration statement
under which any Partnership Securities were registered under the Securities Act or any state securities or Blue Sky laws, in any
preliminary prospectus (if used prior to the effective date of such registration statement), or in any summary or final prospectus
or any free writing prospectus or in any amendment or supplement thereto (if used during the period the Partnership is required
to keep the registration statement current), or arising out of, based upon or resulting from the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading; provided,
however, that the Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is
based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration
statement, such preliminary, summary or final prospectus or any free writing prospectus or such amendment or supplement, in reliance
upon and in conformity with written information furnished to the Partnership by or on behalf of such Indemnified Person specifically
for use in the preparation thereof.


 




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(e)            The
provisions of Section 7.12(a), Section 7.12(b) and Section 7.12(c) shall continue to be applicable with respect
to the General Partner (and any of the General Partner’s Affiliates) after it ceases to be a general partner of the Partnership,
during a period of two years subsequent to the effective date of such cessation and for so long thereafter as is required for the
Holder to sell all of the Partnership Securities with respect to which it has requested during such two-year period inclusion in
a registration statement otherwise filed or that a registration statement be filed; provided, however, that the Partnership shall
not be required to file successive registration statements covering the same Partnership Securities for which registration was
demanded during such two-year period. The provisions of Section 7.12(d) shall continue in effect thereafter.


 


(f)             The
rights to cause the Partnership to register Partnership Securities pursuant to this Section 7.12 may be assigned (but only
with all related obligations) by a Holder to a transferee or assignee of such Partnership Securities, provided (i) the Partnership
is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee
and the Partnership Securities with respect to which such registration rights are being assigned; and (ii) such transferee or assignee
agrees in writing to be bound by and subject to the terms set forth in this Section 7.12.


 


(g)            Any
request to register Partnership Securities pursuant to this Section 7.12 shall (i) specify the Partnership Securities intended
to be offered and sold by the Person making the request, (ii) express such Person’s present intent to offer such Partnership
Securities for distribution, (iii) describe the nature or method of the proposed offer and sale of Partnership Securities, and
(iv) contain the undertaking of such Person to provide all such information and materials and take all action as may be required
in order to permit the Partnership to comply with all applicable requirements in connection with the registration of such Partnership
Securities.


  


		Section 7.13	Reliance by Third Parties.



 


Notwithstanding anything
to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner
and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership
has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter
into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner
or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner
hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such
Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing.
In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain
that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of
the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed
on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every
Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document
or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document
or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document
or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon
the Partnership.


 




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ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS


 


		Section 8.1	Records and Accounting.



 


The General Partner
shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s
business, including all books and records necessary to provide to the Limited Partners any information required to be provided
pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its
business, including the record of the Record Holders and Assignees of Units or other Partnership Securities, books of account and
records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape,
photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible
into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial
reporting purposes, on an accrual basis in accordance with U.S. GAAP.


 


		Section 8.2	Fiscal Year.



 


The fiscal year of
the Partnership shall be a fiscal year ending December 31.


 


		Section 8.3	Reports.



 


(a)            As
soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Partnership, the General Partner
shall cause to be mailed or made available, by any reasonable means (including posting on or accessible through the Partnership’s
or the SEC’s website) to each Record Holder of a Unit as of a date selected by the General Partner, an annual report containing
financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with U.S. GAAP, including
a balance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent
public accountants selected by the General Partner.


 


(b)            As
soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each fiscal
year, the General Partner shall cause to be mailed or made available, by any reasonable means (including posting on or accessible
through the Partnership’s or the SEC’s website) to each Record Holder of a Unit, as of a date selected by the General
Partner, a report containing unaudited financial statements of the Partnership and such other information as may be required by
applicable law, regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or
as the General Partner determines to be necessary or appropriate.


 




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ARTICLE IX

TAX MATTERS


 


		Section 9.1	Tax Returns and Information.



 


The Partnership shall
timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis of the
accrual method and the taxable year or years that it is required by law to adopt, from time to time, as determined by the General
Partner. In the event the Partnership is required to use a taxable year other than a year ending on December 31, the General Partner
shall use reasonable efforts to change the taxable year of the Partnership to a year ending on December 31. The tax information
reasonably required by Record Holders for federal and state income tax reporting purposes with respect to a taxable year shall
be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable year ends. The classification,
realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting
for federal income tax purposes.


 


		Section 9.2	Tax Elections.



 


(a)            The
Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject
to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation
is in the best interests of the Limited Partners. Notwithstanding any other provision herein contained, for the purposes of computing
the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention
whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be the lowest quoted closing price of the
Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are listed or admitted to
trading during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(g) without regard to the
actual price paid by such transferee.


 


(b)            Except
as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted
by the Code.


 




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		Section 9.3	Tax Controversies.



 


(a)            Subject
to the provisions hereof, the General Partner (or its designee) is designated as the Tax Matters Partner (as defined in Section
6231(a)(7) of the Code as in effect prior to the enactment of the Bipartisan Budget Act of 2015), and the Partnership Representative
(as defined in Section 6223 of the Code following the enactment of the Bipartisan Budget Act of 2015 or under any applicable state
or local law providing for an analogous capacity), 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. In its capacity
as Partnership Representative, the General Partner shall exercise any and all authority of the Partnership Representative, including,
without limitation, (i) binding the Partnership and its Partners with respect to tax matters and (ii) determining whether to make
any available election under Section 6226 of the Code or an analogous election under state or local law, which election permits
the Partnership to pass any partnership adjustment through to the Persons who were Partners of the Partnership in the year to which
the adjustment relates and irrespective of whether such Persons are Partners of the Partnership at the time such election is made.
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 in its capacity as Tax Matters Partner or Partnership Representative. For Partners that are not tax-exempt
entities (as defined in Section 168(h)(2) of the Code) and subject to the General Partner’s discretion to seek modifications
of an imputed underpayment, this cooperation includes (i) filing amended federal, state or local tax returns, paying any additional
tax (including interest, penalties and other additions to tax), and providing the General Partner with an affidavit swearing to
those facts (all within the requisite time periods), and (ii) providing any other information requested by the General Partner
in order to seek modifications of an imputed underpayment. For Partners that are tax-exempt entities (as defined in Section 168(h)(2)
of the Code) and subject to the General Partner’s discretion to seek modifications of an imputed underpayment, this cooperation
includes providing the General Partner with information necessary to establish the Partner’s tax-exempt status. This agreement
to cooperate applies irrespective of whether such Persons are Partners of the Partnership at the time of the requested cooperation.


 


(b)            Each
Partner agrees that notice of or updates regarding tax controversies shall be deemed conclusively to have been given or made by
the General Partner if the Partnership has either (i) filed the information for which notice is required with the Commission via
its Electronic Data Gathering, Analysis and Retrieval system and such information is publicly available on such system or (ii)
made the information for which notice is required available on any publicly available website maintained by the Partnership, whether
or not such Partner remains a Partner in the Partnership at the time such information is made publicly available. Notwithstanding
anything herein to the contrary, nothing in this provision shall obligate the Partnership Representative to provide notice to the
Partners other than as required by the Code.


 


(c)            The
General Partner may amend the provisions of this Agreement as it determines appropriate to satisfy any requirements, conditions,
or guidelines set forth in any amendment to the provisions of Subchapter C of Chapter 63 of Subtitle F of the Code, any analogous
provisions of the laws of any state or locality, or the promulgation of regulations or publication of other administrative guidance
thereunder.


 


		Section 9.4	Withholding and Other Tax Payments by the Partnership.



 


(a)            The
General Partner may treat taxes paid by the Partnership on behalf of all or less than all of the Partners as a distribution of
cash to such Partners, as a general expense of the Partnership, or as payments made by the Partnership on behalf of the Partners
or former Partners subject to the Partners’ return obligations (as provided in Section 9.4(c)), as determined appropriate
under the circumstances by the General Partner.


 




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(b)            Notwithstanding
any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership
and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local
law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects
to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income or from a distribution
to any Partner or Assignee (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld
as a distribution of cash pursuant to Section 6.3 or Section 12.4(c) in the amount of such withholding from such Partner.


 


(c)            If
the Partnership pays an imputed underpayment under Section 6225 of the Code and/or any analogous provision of the laws of any state
or locality, the General Partner may require that some or all of the Partners of the Partnership in the year to which the underpayment
relates return to the Partnership all or a portion of the distributions received by the Partner from the Partnership equal to the
Partner’s allocable share of that underpayment (including interest, penalties and other additions to tax). This obligation
to return distributions made by the Partnership shall not apply to a Partner to the extent that (i) the Partnership received a
modification of the imputed underpayment under Section 6225(c)(2) of the Code (or any analogous provision of state or local law)
due to the Partner’s filing of amended tax returns and payment of any resulting tax (including interest, penalties and other
additions to tax), (ii) the Partner is a tax-exempt entity (as defined in Section 168(h)(2) of the Code) and either the Partnership
received a modification of the imputed underpayment under Section 6225(c)(3) of the Code (or any analogous provision of state or
local law) because of such Partner’s status as a tax-exempt entity or the Partnership did not make a good faith effort to
obtain a modification of the imputed underpayment due to such Partner’s status as a tax-exempt entity, or (iii) the Partnership
received a modification of the imputed underpayment under Section 6225(c)(4)-(6) of the Code (or any analogous provision of state
or local law) as a result of other information that was either provided by the Partner or otherwise available to the Partnership
with respect to the Partner. This obligation to return distributions made by the Partnership imposed on Partners, including former
Partners, applies irrespective of whether such Persons are Partners of the Partnership at the time the Partnership pays the imputed
underpayment and shall not be treated as a Capital Contribution or otherwise impact the Partner’s Capital Account.


 




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ARTICLE X

ADMISSION OF PARTNERS


 


		Section 10.1	Admission of Substituted Limited Partners.



 


By transfer of a Limited
Partner Interest in accordance with ARTICLE IV, the transferor shall be deemed to have given the transferee the right to seek
admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor
of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other
transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such Certificate to a purchaser or
other transferee and (b) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser
or other transferee in respect of the transferred Limited Partner Interests. No transferor of a Limited Partner Interest or other
Person shall have any obligation or responsibility to provide a Transfer Application or Taxation Certification to a transferee
or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Limited Partner Interest
(including any nominee holder or an agent acquiring such Limited Partner Interest for the account of another Person) who executes
and delivers a properly completed Transfer Application, containing a Taxation Certification, shall, by virtue of such execution
and delivery, be an Assignee. Such Assignee shall automatically be admitted to the Partnership as a Substituted Limited Partner
with respect to the Limited Partner Interests so transferred to such Person at such time as such transfer is recorded in the books
and records of the Partnership, and until so recorded, such transferee shall be an Assignee. The General Partner shall periodically,
but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner
Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the
books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner
with respect to allocations and distributions, including liquidating distributions, of the Partnership. With respect to voting
rights attributable to Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited
Partner with respect thereto and shall, in exercising the voting rights in respect of such Limited Partner Interests on any matter,
vote such Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such Limited Partner Interests.
If no such written direction is received, such Limited Partner Interests will not be voted. An Assignee shall have no other rights
of a Limited Partner.


 


		Section 10.2	Admission of Successor General Partner.



 


A successor General
Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner
Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership
as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner,
pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however,
that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and
such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any
such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.


 


		Section 10.3	Admission of Additional Limited Partners.



 


(a)            A
Person (other than the General Partner, a Limited Partner or a Substituted Limited Partner) who makes a Capital Contribution to
the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon
furnishing to the General Partner:


 


(i)          evidence
of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including the power
of attorney granted in Section 2.6,


 


(ii)         a
properly completed Taxation Certification; and


 


(iii)        such
other documents or instruments as may be required by the General Partner to effect such Person’s admission as an Additional
Limited Partner.


 




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(b)          Notwithstanding
anything to the contrary in this Section 10.3, no Person shall be admitted as an Additional Limited Partner without the consent
of the General Partner. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which
the name of such Person is recorded as such in the books and records of the Partnership, following the consent of the General Partner
to such admission.


 


		Section 10.4	Amendment of Agreement and Certificate of Limited Partnership.



 


To effect the admission
to the Partnership of any Partner, the General Partner shall take all steps necessary or appropriate under the Delaware Act to
amend the records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment
to this Agreement and, if required by law, the General Partner shall prepare and file an amendment to the Certificate of Limited
Partnership, and the General Partner may for this purpose, among others, exercise the power of attorney granted pursuant to Section 2.6.


 


ARTICLE XI

WITHDRAWAL OR REMOVAL OF PARTNERS


 


		Section 11.1	Withdrawal of the General Partner.



 


(a)            The
General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each
such event herein referred to as an “Event of Withdrawal”);


 


(i)          The
General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;


 


(ii)         The
General Partner transfers all of its rights as General Partner pursuant to Section 4.6;


 


(iii)        The
General Partner is removed pursuant to Section 11.2;


 


(iv)        The
General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief
under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution
or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest
the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C)
of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession),
receiver or liquidator of the General Partner or of all or any substantial part of its properties;


 


(v)         A
final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate
jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or


 




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(vi)        (A)in
the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner,
or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter,
under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability company,
the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity
by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is a natural person,
his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General Partner.


 


If an Event of Withdrawal specified in
Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give notice to the Limited
Partners within 30 days after such occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section 11.1
shall result in the withdrawal of the General Partner from the Partnership.


 


(b)            Withdrawal
of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) the General Partner voluntarily withdraws by giving at least 90 days’ advance
notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (ii) at any time that the General
Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iii)
at any time that the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to
withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice
is given one Person and its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control
at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event
of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member, if any, to the
extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i),
the holders of a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor General Partner. The Person
so elected as successor General Partner shall automatically become the successor general partner or managing member, to the extent
applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If, prior to the
effective date of the General Partner’s withdrawal, a successor is not selected by the Unitholders as provided herein or
the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1.
Any successor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to the provisions
of Section 10.2.


 


		Section 11.2	Removal of the General Partner.



 


The General Partner
may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units
held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General
Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding
Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective
immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner
shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable,
of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a
successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to
Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other
Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units
to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the
matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this
Section 11.2 shall be subject to the provisions of Section 10.2.


 




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		Section 11.3	Interest of Departing General Partner and Successor General
Partner.



 


(a)            In
the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or
(ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the
successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner
shall have the option, exercisable prior to the effective date of the departure of such Departing General Partner, to require its
successor to purchase its General Partner Interest and its general partner interest (or equivalent interest), if any, in the other
Group Members (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value
of such Combined Interest, such amount to be determined and payable as of the effective date of its departure. If the General Partner
is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where
such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section
11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner
is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the departure
of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business
of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest of the
Departing General Partner. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such
Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities),
incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other
than any Group Member) for the benefit of the Partnership or the other Group Members.


 


For purposes of this
Section 11.3(a), the fair market value of the Departing General Partner’s Combined Interest shall be determined by agreement
between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing
General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing
General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive
as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within
45 days after the effective date of such departure, then the Departing General Partner shall designate an independent investment
banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment
banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking
firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair
market value of the Combined Interest of the Departing General Partner. In making its determination, such third independent investment
banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange
on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations
of the Departing General Partner and other factors it may deem relevant.


 




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(b)            If
the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee)
shall become a Limited Partner and its Combined Interest shall be converted into Common Units pursuant to a valuation made by an
investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership
Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall
indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after
the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement,
conversion of the Combined Interest of the Departing General Partner to Common Units will be characterized as if the Departing
General Partner (or its transferee) contributed its Combined Interest to the Partnership in exchange for the newly issued Common
Units.


 


		Section 11.4	Withdrawal of Limited Partners.



 


No Limited Partner
shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited
Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall
cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.


 


ARTICLE XII

DISSOLUTION AND LIQUIDATION


 


		Section 12.1	Dissolution.



 


The Partnership shall
not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor
General Partner in accordance with the terms of this Agreement. Upon the removal or other event of withdrawal of the General Partner,
if a successor General Partner is elected pursuant to Section 11.1, Section 11.2 or Section 12.2, the Partnership
shall not be dissolved and such successor General Partner shall continue the business of the Partnership. The Partnership shall
dissolve, and (subject to Section 12.2) its affairs shall be wound up, upon:


 


(a)            an
Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a
successor is elected and an Opinion of Counsel is received as provided in Section 11.1(b) or 11.2 and such successor is admitted
to the Partnership pursuant to Section 10.2;


 




    	 	61	 



     


    

 


(b)            an
election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;


 


(c)            the
entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; or


 


(d)            at
any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware
Act.


 


		Section 12.2	Continuation of the Business of the Partnership After Dissolution.



 


Upon (a) dissolution
of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i)
or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1
or Section 11.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event
of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days
thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions
set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless
such an election is made within the applicable time period as set forth above, the Partnership shall dissolve and conduct only
activities necessary to wind up its affairs. If such an election is so made, then:


 


(i)          the
Partnership shall continue without dissolution unless earlier dissolved in accordance with this ARTICLE XII;


 


(ii)         if
the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated
in the manner provided in Section 11.3; and


 


(iii)        the
successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by
agreeing in writing to be bound by this Agreement;


 


provided, that the right of the holders
of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may
not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result
in the loss of limited liability of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as
an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise
of such right to continue (to the extent not already so treated or taxed).


 




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		Section 12.3	Liquidator.



 


Upon dissolution of
the Partnership, the General Partner shall select one or more Persons to act as Liquidator. The Liquidator (if other than the General
Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a Unit Majority.
The Liquidator (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and
may be removed at any time, with or without cause, by notice of removal approved by holders of at least a Unit Majority. Upon dissolution,
removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers
and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of at least a Unit Majority. The
right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor
or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XII, the Liquidator
approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties
hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable
limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3)
necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required
to complete the winding up and liquidation of the Partnership as provided for herein.


 


		Section 12.4	Liquidation.



 


The Liquidator shall
proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such manner
and over such period as determined by the Liquidator, subject to Section 17-804 of the Delaware Act and the following:


 


(a)            The
assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator
and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed
for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate
cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s
assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s
assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets,
in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.


 


(b)            Liabilities
of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of
Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under ARTICLE VI. With respect
to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either
settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment.
When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.


 


(c)   
        All property and all cash in excess of that required to discharge liabilities
as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the
positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account
adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of
the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined
pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable
year (or, if later, within 90 days after said date of such occurrence).


 




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		Section 12.5	Cancellation of Certificate of Limited Partnership.



 


Upon the completion
of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation of the
Partnership, the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership
in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the
Partnership shall be taken.


 


		Section 12.6	Return of Contributions.



 


The General Partner
shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership
to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof,
it being expressly understood that any such return shall be made solely from Partnership assets.


 


Section 12.7          Waiver
of Partition.


 


To the maximum extent
permitted by law, each Partner hereby waives any right to partition of the Partnership property.


 


		Section 12.8	Capital Account Restoration.



 


No Limited Partner
shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General
Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership
by the end of the taxable year of the Partnership during which such liquidation occurs, or, if later, within 90 days after the
date of such liquidation.


 


ARTICLE XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE


 


		Section 13.1	Amendments to be Adopted Solely by the General Partner.



 


Each Partner agrees
that the General Partner, without the approval of any Partner or Assignee, may amend any provision of this Agreement and execute,
swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:


 


(a)            a
change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent
of the Partnership or the registered office of the Partnership;


 


(b)            admission,
substitution, withdrawal or removal of Partners in accordance with this Agreement;


 




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(c)            a
change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership
as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to
ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal
income tax purposes;


 


(d)            a
change that the General Partner determines, (i) does not adversely affect in any material respect the Limited Partners considered
as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests, (ii) to be necessary
or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or
regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware
Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different
classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline
or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be
necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.6 or (iv) is required
to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise
contemplated by this Agreement;


 


(e)            a
change in the fiscal year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary
or appropriate as a result of a change in the fiscal year or taxable year of the Partnership including, if the General Partner
shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be made by
the Partnership;


 


(f)             an
amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers,
trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the
Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income
Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied
or proposed by the United States Department of Labor;


 


(g)            an
amendment that the General Partner determines to be necessary or appropriate in connection with the authorization of issuance of
any class or series of Partnership Securities pursuant to Section 5.4,;


 


(h)            any
amendment expressly permitted in this Agreement to be made by the General Partner acting alone;


 


(i)             an
amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;


 


(j)             an
amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership
of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity,
in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4;


 




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(k)            a
merger, conveyance or conversion pursuant to Section 14.3(d); or


 


(l)             any
other amendments substantially similar to the foregoing.


 


		Section 13.2	Amendment Procedures.



 


Except as provided
in Section 13.1 and Section 13.3, all amendments to this Agreement shall be made in accordance with the requirements
contained in this Section 13.2. Amendments to this Agreement may be proposed only by the General Partner; provided, however,
to the full extent permitted by law, that the General Partner shall have no duty or obligation to propose any amendment to this
Agreement and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner
or Assignee and, in declining to propose an amendment, to the fullest extent permitted by law shall not be required to act in good
faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated
hereby or under the Delaware Act or any other law, rule or regulation or at equity. A proposed amendment shall be effective upon
its approval by the General Partner and the holders of a Unit Majority, unless a greater or different percentage is required under
this Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage
of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is
proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting
of the Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all Record Holders upon final
adoption of any such proposed amendments.


 


		Section 13.3	Amendment Requirements.



 


(a)            Notwithstanding
the provisions of Section 13.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding
Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed
or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by
the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less
than the voting requirement sought to be reduced.


 


(b)            Notwithstanding
the provisions of Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any
Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant
to Section 13.3(c), or (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way
the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent,
which consent may be given or withheld at its option.


 




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(c)            Except
as provided in Section 14.3, and without limitation of the General Partner’s authority to adopt amendments to this Agreement
without the approval of any Partners or Assignees as contemplated in Section 13.1, any amendment that would have a material
adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests
must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected.


 


(d)            Notwithstanding
any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by
Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding
Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not
affect the limited liability of any Limited Partner under applicable law.


 


(e)            Except
as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90%
of the Outstanding Units.


 


		Section 13.4	Special Meetings.



 


All acts of Limited
Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this ARTICLE XIII. Special meetings
of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units
of the class or classes for which a meeting is proposed. Limited Partners shall call a special meeting by delivering to the General
Partner one or more requests in writing stating that the signing Limited Partners wish to call a special meeting and indicating
the general or specific purposes for which the special meeting is to be called. Within 60 days after receipt of such a call from
Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules,
regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use
at such a meeting, the General Partner shall send a notice of the meeting to the Limited Partners either directly or indirectly
through the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner on a date not less than
10 days nor more than 60 days after the time notice of the meeting is given as provided in Section 16.1. Limited Partners
shall not vote on matters that would cause the Limited Partners to be deemed to be taking part in the management and control of
the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware
Act or the law of any other state in which the Partnership is qualified to do business.


 


		Section 13.5	Notice of a Meeting.



 


Notice of a meeting
called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting
is proposed in writing by mail or other means of written communication in accordance with Section 16.1 at least 10 days in
advance of such meeting. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other
means of written communication.


 




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		Section 13.6	Record Date.



 


For purposes of determining
the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meeting
as provided in Section 13.11 the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days
before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any
National Securities Exchange on which the Units are listed or admitted to trading, in which case the rule, regulation, guideline
or requirement of such National Securities Exchange shall govern) or (b) in the event that approvals are sought without a meeting,
the date by which Limited Partners are requested in writing by the General Partner to give such approvals. If the General Partner
does not set a Record Date, then a. the Record Date for determining the Limited Partners entitled to notice of or to vote at a
meeting of the Limited Partners shall be the close of business on the day next preceding the day on which notice is given, and
b. the Record Date for determining the Limited Partners entitled to give approvals without a meeting shall be the date the first
written approval is deposited with the Partnership in care of the General Partner in accordance with Section 13.11.


 


		Section 13.7	Adjournment.



 


When a meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time
and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than
45 days. At the adjourned meeting, the Partnership may transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given in accordance with this ARTICLE XIII.


 


		Section 13.8	Waiver of Notice; Approval of Meeting.



 


The transactions of
any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting
duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at
a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called
or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required
to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.


 


		Section 13.9	Quorum and Voting.



 


The holders of a majority
of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units deemed owned
by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class
or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Units, in
which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance
with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Units that in the aggregate represent
a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute
the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions
of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least
such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which
a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners
to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding
Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum
any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of
the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented
either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.


 




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		Section 13.10	Conduct of a Meeting.



 


The General Partner
shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of
approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the
requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies,
votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to
serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be
kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations
consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited
Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment
and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote,
and the revocation of approvals in writing.


 


		Section 13.11	Action Without a Meeting.



 


If authorized by the
General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if an approval
in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage of the Outstanding
Units (including Units deemed owned by the General Partner) that would be necessary to authorize or take such action at a meeting
at which all the Limited Partners were present and voted (unless such provision conflicts with any rule, regulation, guideline
or requirement of any National Securities Exchange on which the Units are listed or admitted to trading, in which case the rule,
regulation, guideline or requirement of such National Securities Exchange shall govern). Prompt notice of the taking of action
without a meeting shall be given to the Limited Partners who have not approved in writing. The General Partner may specify that
any written ballot submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the
Partnership within the time period, which shall be not less than 20 days, specified by the General Partner. If a ballot returned
to the Partnership does not vote all of the Units held by the Limited Partners, the Partnership shall be deemed to have failed
to receive a ballot for the Units that were not voted. If approval of the taking of any action by the Limited Partners is solicited
by any Person other than by or on behalf of the General Partner, the written approvals shall have no force and effect unless and
until (a) they are deposited with the Partnership in care of the General Partner, (b) approvals sufficient to take the action proposed
are dated as of a date not more than 90 days prior to the date sufficient approvals are deposited with the Partnership and (c)
an Opinion of Counsel is delivered to the General Partner to the effect that the exercise of such right and the action proposed
to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking part in the
management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability,
and (ii) is otherwise permissible under the state statutes then governing the rights, duties and liabilities of the Partnership
and the Partners.


 




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		Section 13.12	Right to Vote and Related Matters.



 


(a)            Only
those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained
in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or
to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references
in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the
votes or acts of the Record Holders of such Outstanding Units.


 


(b)            With
respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or
clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in
exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise,
vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled
to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions
of this Agreement) are subject to the provisions of Section 4.3.


 


ARTICLE XIV

MERGER, CONSOLIDATION OR CONVERSION


 


		Section 14.1	Authority.



 


The Partnership may
merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real
estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including
a limited liability partnership)) or convert into any such entity, whether such entity is formed under the laws of the State of
Delaware or any other state of the United States of America, pursuant to a written plan of merger or consolidation (“Merger
Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, in accordance with this
ARTICLE XIV.


 


		Section 14.2	Procedure for Merger, Consolidation or Conversion.



 


(a)            Merger,
consolidation or conversion of the Partnership pursuant to this ARTICLE XIV requires the prior consent of the General Partner,
provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent
to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation
whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to consent to a merger, consolidation or conversion,
shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated
hereby or under the Act or any other law, rule or regulation or at equity.


 




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(b)            If
the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement,
which shall set forth:


 


(i)          name
and state of domicile of each of the business entities proposing to merge or consolidate;


 


(ii)         the
name and state of domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving
Business Entity”);


 


(iii)        the
terms and conditions of the proposed merger or consolidation;


 


(iv)        the
manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property
or interests, rights, securities or obligations of the Surviving Business Entity; and i. if any general or limited partner interests,
securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property
or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity, the cash, property
or interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company,
unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such general or limited
partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights,
and ii. in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or
general or limited partner interests, rights, securities or obligations of the Surviving Business Entity or any general or limited
partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business
Entity), or evidences thereof, are to be delivered;


 


(v)         a
statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate
of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, certificate of formation
or limited liability company agreement, operating agreement or other similar charter or governing document) of the Surviving Business
Entity to be effected by such merger or consolidation;


 


(vi)        the
effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or
a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the
merger is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or
time certain at or prior to the time of the filing of such certificate of merger and stated therein); and


 


(vii)       such
other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or appropriate.


 




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(c)            If
the General Partner shall determine to consent to the conversion, the General Partner shall approve the Plan of Conversion, which
shall set forth:


 


(i)          the
name of the converting entity and the converted entity;


 


(ii)         a
statement that the Partnership is continuing its existence in the organizational form of the converted entity;


 


(iii)        a
statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted
entity is to be incorporated, formed or organized;


 


(iv)        the
manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property
or interests, rights, securities or obligations of the converted entity;


 


(v)         in
an attachment or exhibit, the certificate of limited partnership of the Partnership; and


 


(vi)        in
an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents
of the converted entity;


 


(vii)       the
effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in
or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later
than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior
to the time of the filing of such articles of conversion and stated therein); and


 


(viii)      such
other provisions with respect to the proposed conversion that the General Partner determines to be necessary or appropriate.


 


		Section 14.3	Approval by Limited Partners.



 


(a)            Except
as provided in Sections 14.3(d) and 14.3(c), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion,
as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of
Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of ARTICLE XIII.
A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with
the notice of a special meeting or the written consent.


 


(b)            Except
as provided in Sections 14.3(d) and 14.3(c), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved
upon receiving the affirmative vote or consent of the holders of a Unit Majority.


 


(c)            Except
as provided in Sections 14.3(d) and 14.3(c), after such approval by vote or consent of the Limited Partners, and at any time prior
to the filing of the certificate of merger or articles of conversion pursuant to Section 14.4, the merger, consolidation or
conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion, as
the case may be.


 




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(d)            Notwithstanding
anything else contained in this ARTICLE XIV or in this Agreement, the General Partner is permitted, without Limited Partner
approval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group
Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and
shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives
from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger
or conveyance, as the case may be, would not result in the loss of the limited liability of any Limited Partner or cause the Partnership
to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes
(to the extent not previously treated as such), (ii) the sole purpose of such conversion, merger, or conveyance is to effect a
mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments of the
new entity provide the Limited Partners and the General Partner with the same rights and obligations as are herein contained.


 


(e)            Additionally,
notwithstanding anything else contained in this ARTICLE XIV or in this Agreement, the General Partner is permitted, without
Limited Partner approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received
an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability
of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed
as an entity for federal income tax purposes (to the extent not previously treated as such), (B) the merger or consolidation would
not result in an amendment to the Partnership Agreement, other than any amendments that could be adopted pursuant to Section 13.1,
(C) the Partnership is the Surviving Business Entity in such merger or consolidation, (D) each Unit outstanding immediately prior
to the effective date of the merger or consolidation is to be an identical Unit of the Partnership after the effective date of
the merger or consolidation, and (E) the number of Partnership Securities to be issued by the Partnership in such merger or consolidation
do not exceed 20% of the Partnership Securities Outstanding immediately prior to the effective date of such merger or consolidation.


 


(f)            Pursuant
to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this ARTICLE XIV
may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if
it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective
at the effective time or date of the merger or consolidation.


 


		Section 14.4	Certificate of Merger.



 


Upon the required approval
by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of
merger or articles of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware
in conformity with the requirements of the Delaware Act.


 




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		Section 14.5	Effect of Merger, Consolidation or Conversion.



 


(a)            At
the effective time of the certificate of merger:


 


(i)          all
of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real,
personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to
each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be
the property of the Surviving Business Entity to the extent they were of each constituent business entity;


 


(ii)         the
title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not
in any way impaired because of the merger or consolidation;


 


(iii)        all
rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved
unimpaired; and


 


(iv)        all
debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced
against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.


 


(b)            At
the effective time of the articles of conversion:


 


(i)          the
Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in
its prior organizational form;


 


(ii)         all
rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted
entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or
assignment having occurred, but subject to any existing liens or other encumbrances thereon;


 


(iii)        all
liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its
new organizational form without impairment or diminution by reason of the conversion;


 


(iv)        all
rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in
their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities
and obligations and may be pursued by such creditors and obligees as if the conversion did not occur;


 


(v)         a
proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued
by or against the converted entity in its new organizational form and by or against the prior partners without any need for substitution
of parties; and


 




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(vi)        the
Partnership Units that are to be converted into partnership interests, shares, evidences of ownership, or other securities in the
converted entity as provided in the plan of conversion shall be so converted, and Partners shall be entitled only to the rights
provided in the Plan of Conversion.


 


ARTICLE XV

RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS


 


		Section 15.1	Right to Acquire Limited Partner Interests.



 


(a)            Notwithstanding
any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 90% of the total Limited
Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer
in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its option, to purchase all, but
not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner
and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice
described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for
any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described
in Section 15.1(b) is mailed.


 


(b)            If
the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Limited Partner
Interests granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such election
to purchase (the “Notice of Election to Purchase”) and shall cause the Transfer Agent to mail a copy of such Notice
of Election to Purchase to the Record Holders of Limited Partner Interests of such class or classes (as of a Record Date selected
by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase
shall also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation
printed in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify
the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be
purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited
Partner Interests, upon surrender of Certificates representing such Limited Partner Interests in exchange for payment, at such
office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange
on which such Limited Partner Interests are listed. Any such Notice of Election to Purchase mailed to a Record Holder of Limited
Partner Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been
given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate
or the Partnership, as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate
purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice
of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior
to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner
Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate shall
not have been surrendered for purchase, all rights of the holders of such Limited Partner Interests (including any rights pursuant
to ARTICLE IV, ARTICLE V, ARTICLE VI, and ARTICLE XII) shall thereupon cease, except the right to receive the
purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon
surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests, and such Limited Partner Interests
shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, on the
record books of the Transfer Agent and the Partnership, and the General Partner or any Affiliate of the General Partner, or the
Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner Interests from and after the Purchase
Date and shall have all rights as the owner of such Limited Partner Interests (including all rights as owner of such Limited Partner
Interests pursuant to ARTICLE IV, ARTICLE V, ARTICLE VI and ARTICLE XII).


 




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(c)            At
any time from and after the Purchase Date, a holder of an Outstanding Limited Partner Interest subject to purchase as provided
in this Section 15.1 may surrender his Certificate evidencing such Limited Partner Interest to the Transfer Agent in exchange
for payment of the amount described in Section 15.1(a), therefor, without interest thereon.


 


ARTICLE XVI

GENERAL PROVISIONS


 


		Section 16.1	Addresses and Notices; Written Communications.



 


(a)            Any
notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner or Assignee under this
Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States
mail or by other means of written communication to the Partner or Assignee at the address described below. Any notice, payment
or report to be given or made to a Partner or Assignee hereunder shall be deemed conclusively to have been given or made, and the
obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon
sending of such notice, payment or report to the Record Holder of such Partnership Securities at his address as shown on the records
of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of any Person who may have
an interest in such Partnership Securities by reason of any assignment or otherwise. An affidavit or certificate of making of any
notice, payment or report in accordance with the provisions of this Section 16.1 executed by the General Partner, the Transfer
Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any
notice, payment or report addressed to a Record Holder at the address of such Record Holder appearing on the books and records
of the Transfer Agent or the Partnership is returned by the United States Postal Service marked to indicate that the United States
Postal Service is unable to deliver it, such notice, payment or report and any subsequent notices, payments and reports shall be
deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies
the Transfer Agent or the Partnership of a change in his address) if they are available for the Partner or Assignee at the principal
office of the Partnership for a period of one year from the date of the giving or making of such notice, payment or report to the
other Partners and Assignees. Any notice to the Partnership shall be deemed given if received by the General Partner at the principal
office of the Partnership designated pursuant to Section 2.3. The General Partner may rely and shall be protected in relying
on any notice or other document from a Partner, Assignee or other Person if believed by it to be genuine.


 




    	 	76	 



     


    

 


(b)            The
terms “in writing”, “written communications,” “written notice” and words of similar import
shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication.


 


		Section 16.2	Further Action.



 


The parties shall execute
and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to
achieve the purposes of this Agreement.


 


		Section 16.3	Binding Effect.



 


This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives
and permitted assigns.


 


		Section 16.4	Integration.



 


This Agreement constitutes
the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings
pertaining thereto.


 


		Section 16.5	Creditors.



 


None of the provisions
of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.


 


		Section 16.6	Waiver.



 


No failure by any party
to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right
or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or
condition.


 


		Section 16.7	Third-Party Beneficiaries.



 


Each Partner agrees
that any Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect
to those provisions of this Agreement affording a right, benefit or privilege to such Indemnitee.


 




    	 	77	 



     


    

 


		Section 16.8	Counterparts.



 


This Agreement may
be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding
that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement
immediately upon affixing its signature hereto or, in the case of a Person acquiring a Unit, upon accepting the certificate evidencing
such Unit or executing and delivering a Transfer Application as herein described, independently of the signature of any other party.


 


		Section 16.9	Applicable Law.



 


This Agreement shall
be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts
of law.


 


		Section 16.10	Invalidity of Provisions.



 


If any provision of
this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


 


		Section 16.11	Consent of Partners.






 


Each Partner hereby
expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative
vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners
and each Partner shall be bound by the results of such action.


 


		Section 16.12	Facsimile Signatures.



 


The use of facsimile
signatures affixed in the name and on behalf of the transfer agent and registrar of the Partnership on certificates representing
Common Units is expressly permitted by this Agreement.


 


[REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK.]


 




    	 	78	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written above.


 


	 	GENERAL PARTNER
	 	 
	 	SPECTRA ENERGY PARTNERS (DE) GP, LP
	 	 	 
	 	By:	SPECTRA ENERGY PARTNERS GP, LLC, its general partner
	 	 	 
	 	By:	 
	 	 	Name: Stephen J. Neyland
	 	 	Title: Vice President – Finance
	 	 	 
	 	LIMITED PARTNERS:
	 	 
	 	All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to the General Partner.
	 	 	 
	 	SPECTRA ENERGY PARTNERS (DE) GP, LP
	 	 	 
	 	By:	SPECTRA ENERGY PARTNERS GP, LLC, its general partner
	 	 	 
	 	By:	 
	 	 	Name: Stephen J. Neyland
	 	 	Title: Vice President – Finance


 


[Signature Page — Third Amended
& Restated Agreement


of Limited Partnership of Spectra Energy
Partners, LP]




 




     


     


    

 


Exhibit A

to the Third Amended and Restated

Agreement of Limited Partnership of

Spectra Energy Partners, LP


 


Certificate Evidencing Common Units

Representing Limited Partner Interests in

Spectra Energy Partners, LP


 


		No.	Common Units



 


In accordance with
Section 4.1 of the Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, as amended, supplemented
or restated from time to time (the “Partnership Agreement”), Spectra Energy Partners, LP, a Delaware limited partnership
(the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of Common Units representing
limited partner interests in the Partnership (the “Common Units”) transferable on the books of the Partnership, in
person or by duly authorized attorney, upon surrender of this Certificate properly endorsed and accompanied by a properly executed
application for transfer of the Common Units represented by this Certificate. The rights, preferences and limitations of the Common
Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished
without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 5400 Westheimer
Court, Houston, Texas, 77056. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership
Agreement.


 


The Holder, by accepting
this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply
with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right,
power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers
of attorney provided for in the Partnership Agreement and (iv) made the waivers and given the consents and approvals contained
in the Partnership Agreement.


 


THE HOLDER OF THIS
SECURITY ACKNOWLEDGES FOR THE BENEFIT OF SPECTRA ENERGY PARTNERS, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS
OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION
OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF SPECTRA ENERGY PARTNERS, LP UNDER THE LAWS OF THE STATE OF
DELAWARE, OR (C) CAUSE SPECTRA ENERGY PARTNERS, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE
TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). SPECTRA ENERGY PARTNERS (DE)
GP, LP, THE GENERAL PARTNER OF SPECTRA ENERGY PARTNERS, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY
IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF SPECTRA ENERGY PARTNERS,
LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS
SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES
OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.


 




    		A-1	 



     


    

 


This Certificate shall
not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.


 


	Dated:	 	Spectra Energy Partners, LP
	Countersigned and Registered by:	 	 
	 	 	By:	Spectra Energy Partners (DE) GP, LP, its General Partner
	 	 	 	
	 	 	By:	Spectra Energy Partners GP, LLC, its General Partner
	 	 	 	 
	 	 	 	 
	as Transfer Agent and Registrar	 	By:		 
	 	 	Name:		 
	 	 	 	 
	By:	 	 	By:		 
	Authorized Signature	 	 	Secretary


 


[Reverse of Certificate]


 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:


 


	TEN COM —  as tenants in common	 	UNIF GIFT/TRANSFERS MIN ACT
	TEN ENT —  as tenants by the entireties	 	____________________ Custodian
	 	 	____________________
	 	 	(Cust)	(Minor)
	JT TEN —     as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts/Transfers to CD Minors Act (State)


 




    		A-2	 



     


    

 


Additional abbreviations, though not in
the above list, may also be used.


 


	FOR VALUE RECEIVED,	hereby assigns, conveys, sells and transfers unto
	 	 
	(Please print or typewrite name and address of Assignee)	(Please insert Social Security or other identifying number of Assignee)


 


Common Units representing limited partner
interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint
                             
as its attorney-in-fact with full power of substitution to transfer the same on the books of Spectra Energy Partners, LP


 


	Date:	NOTE:	 	The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15	 	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Signature)
	 	 







No transfer of the
Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common
Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been properly
completed and executed by a transferee either (i) on the form set forth below or (ii) on a separate application that the Partnership
will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution
of the Application for Transfer of Common Units in order for such transferee to obtain registration of the transfer of the Common
Units.


 




    		A-3	 



     


    

 


APPLICATION FOR TRANSFER OF COMMON
UNITS


 


Transferees of Common
Units must execute and deliver this application to Spectra Energy Partners, LP, c/o Spectra Energy Partners (DE) GP, LP, 5400
Westheimer Court, Houston, Texas, 77056; Attn: CFO, to be admitted as limited partners to Spectra Energy Partners, LP.


 


The undersigned (“Assignee”)
hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby and hereby certifies to Spectra Energy
Partners, LP (the “Partnership”) that the Assignee (including to the best of Assignee’s knowledge, any
person for whom the Assignee will hold the Common Units) is not an Ineligible Holder as of the date of this application.(1)


 


The Assignee (i) requests
admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Third Amended and
Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, as amended, supplemented or restated to the date hereof
(the “Partnership Agreement”), (ii) represents and warrants that the Assignee has all right, power and authority
and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) appoints the General Partner of the
Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact
to execute, swear to, acknowledge and file any document, including the Partnership Agreement and any amendment thereto and the
Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s
admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (iv) gives the powers of attorney provided
for in the Partnership Agreement, and (v) makes the waivers and gives the consents and approvals contained in the Partnership Agreement.
Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. This application constitutes
a Taxation Certification, as defined in the Partnership Agreement.


 


 





 



Date:


 


 





 



Social Security or other identifying number


 


 





 



Signature of Assignee


 


 





 



Purchase Price including commissions, if
any


 


 





 



Name and Address of Assignee


 


 





 



Type of Entity (check one):


 




    		A-4	 



     


    

 


 ̈
Individual  ̈ Partnership  ̈
Corporation

 ̈ Trust  ̈
Other (specify)


 


 






		(1)	The term “Ineligible Holder” means a Person
whose, or whose beneficial owners, U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) has
or is reasonably likely to have, as determined by the General Partner, a material adverse effect on the rates that can be charged
to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission
or similar regulatory body. The term “Eligible Holder” means a Limited Partner that is not a Ineligible Holder. Schedule I
hereto contains a list of various types of investors that are categorized and identified as either “Eligible Holders”
or “Ineligible Holders.”



 


If not an Individual (check one):


 


 ̈
the entity is subject to United States federal income taxation on the income generated by the Partnership;


 


 ̈
the entity is not subject to United States federal income taxation, but it is a pass-through entity and all of its beneficial owners
are subject to United States federal income tax on the income generated by the Partnership;


 


 ̈
the entity is not subject to United States federal income taxation and it is (a) not a pass-through entity or (b) a pass-through
entity, but not all of its beneficial owners are subject to United States federal income taxation on the income generated by the
Partnership.


 


Nationality (check one):


 


 ̈
U.S. Citizen, Resident or Domestic Entity  ̈ Non-resident Alien


 


 ̈
Foreign Corporation


 


If the U.S. Citizen,
Resident or Domestic Entity box is checked, the following certification must be completed.


 


Under Section 1445(e)
of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain
transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding
is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following
(or, if applicable, certifies the following on behalf of the interestholder).


 


Complete Either A or B:


 


		A.	Individual Interestholder



 


		1.	I am not a non-resident alien for purposes of U.S. income
taxation.



 


		2.	My U.S. taxpayer identification number (Social Security
Number) is        .



 




    		A-5	 



     


    

 


		3.	My home address is        .



 


		B.	Partnership, Corporation or Other Interestholder



 


		1.	is not a foreign corporation, foreign partnership, foreign
trust (Name of Interestholder) or foreign estate (as those terms are defined in the Code and Treasury Regulations).



 


		2.	The interestholder’s U.S. employer identification
number is        .



 


		3.	The interestholder’s office address and place of
incorporation (if applicable) is        .



 


The interestholder
agrees to notify the Partnership within sixty (60) days of the date the interestholder becomes a foreign person.


 


The interestholder
understands that this certificate may be disclosed to the Internal Revenue Service and the Federal Energy Regulatory Commission
by the Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both.


 


Under penalties of
perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct and
complete and, if applicable, I further declare that I have authority to sign this document on behalf of:


 





 






Name of Interestholder


 


 





 









Signature and Date


 


 





 



Title (if applicable)


 


Note: If the Assignee is a broker, dealer,
bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, and is holding for the account
of any other person, this application should be completed by an officer thereof or, in the case of a broker or dealer, by a registered
representative who is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority,
or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker, dealer, bank,
trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the above certification as to any
person for whom the Assignee will hold the Common Units shall be made to the best of the Assignee’s knowledge.


 




    		A-6	 



     


    

 


Schedule I






(as of January 21, 2018)


 


The Partnership’s General Partner
may change its determination of what types of persons or entities are considered Eligible Holders at any time. An updated version
of the Transfer Application is available from the Partnership’s website at http://www.spectraenergypartners.com.


 


Eligible Holders


 


The following are currently considered
Eligible Holders:


 


		·	Individuals (U.S. or non-U.S.)



 


		·	C corporations (U.S. or non-U.S.)



 


		·	Tax exempt organizations subject to tax on unrelated business taxable income or “UBTI,”
including IRAs, 401(k) plans and Keough accounts



 


		·	S corporations with shareholders that are individuals, trusts or tax exempt organizations subject
to tax on UBTI



 


		·	Mutual funds



 


Potentially Eligible Holders


 


The following are currently considered
Eligible Holders, unless the information in parenthesis applies:


 


		·	S corporations (unless they have ESOP shareholders*)



 


		·	Partnerships (unless their partners include mutual funds, real estate investment trusts or “REITs,”
governmental entities and agencies, S corporations with ESOP shareholders* or other partnerships with such partners)



 


		·	Trusts (unless beneficiaries are not subject to tax)



 


Eligible Holders


 


The following are currently not considered
Eligible Holders:


 


		·	REITs



 


		·	Governmental entities and agencies



 


		·	S corporations with ESOP shareholders*



 


		·	“S corporations with ESOP shareholders” are S corporations with shareholders that include
employee stock ownership plans.



 




    		A-7