OF
PROFITS AND LOSSES AND THE RIGHT TO RECEIVE DISTRIBUTIONS AND ANY OBLIGATION TO
MAKE CAPITAL CONTRIBUTIONS UNDER THIS AGREEMENT.
47.
"PARTNERSHIP MINIMUM GAIN" HAS THE MEANING SET FORTH IN
REGULATIONS SECTIONS 1.704-2(B)(2) AND 1.704-2(D).
48.
"PERSON" OR "PERSON" MEANS AN INDIVIDUAL, A CORPORATION, A SOLE
PROPRIETORSHIP, A PARTNERSHIP, A LIMITED LIABILITY COMPANY, AN ASSOCIATION, A
TRUST, A JOINT VENTURE OR ANY OTHER ENTITY OR ORGANIZATION.
49.
"PHASE I COMMENCEMENT DATE" MEANS THE DATE THAT THE BRIDGER
COMPRESSION STATION (AS DEFINED IN THE ENCANA AGREEMENT) IS PLACED IN SERVICE.
50.
"PHASE II COMMENCEMENT DATE" MEANS THE DATE OF THE COMPLETION OF
THE JONAH EXPANSION.
51.
"PROFITS AND LOSSES" MEANS, FOR EACH FISCAL YEAR OR OTHER PERIOD,
AN AMOUNT EQUAL TO THE PARTNERSHIP'S TAXABLE INCOME OR LOSS FOR SUCH YEAR OR
PERIOD, DETERMINED IN ACCORDANCE WITH CODE SECTION 703(A) (FOR THIS PURPOSE, ALL
ITEMS OF INCOME, GAIN, LOSS, OR DEDUCTION REQUIRED TO BE STATED SEPARATELY
PURSUANT TO CODE SECTION 703(A)(1) SHALL BE INCLUDED IN TAXABLE INCOME OR LOSS),
WITH THE FOLLOWING ADJUSTMENTS:
(i)
Any income described in Code Section 705(a)(1)(B) of the
Partnership that is exempt from federal income tax and not otherwise taken into
account in computing Profits and Losses pursuant to this definition shall be
added to such taxable income or loss;
(ii)
Any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account
in computing Profits or Losses pursuant to this definition, shall be subtracted
from such taxable income or loss;
(iii)
In the event the Gross Asset Value of any Partnership property is
adjusted pursuant to subparagraph (ii) or subparagraph (iii) of the definition
of Gross Asset Value, the amount of such adjustments shall be taken into account
as gain or loss from the Disposition of such asset for purposes of computing
Profits and Losses;
(iv)
Gain or loss resulting from any Disposition of Partnership
property with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Gross Asset Value of the property
Disposed of, notwithstanding that the adjusted tax basis of such property may
differ from its Gross Asset Value;
8
(v)
In lieu of the depreciation, amortization, and other cost recovery
deductions taken into account in computing such taxable income or loss, there
shall be taken into account depreciation for such Fiscal Year or other period,
computed in accordance with the definition of "Depreciation"; and
(vi)
Notwithstanding any other provisions of this definition, any items
which are specially allocated pursuant to Section 5.2(d)(2) or Section 5.2(d)(3)
shall not be taken into account in computing Profits or Losses.
52.
"QUALIFIED COSTS" MEANS THE PROJECT COSTS ASSOCIATED WITH THE
JONAH EXPANSION AS APPROVED BY THE MANAGEMENT COMMITTEE OR EACH OF ENTERPRISE
AND THE TEPPCO PARTIES AS NECESSARY TO COMPLETE THE JONAH EXPANSION AND SHALL
INCLUDE, WITHOUT LIMITATION BUT ALSO WITHOUT DUPLICATION, (A) ALL FUNDS ACTUALLY
PAID OR COSTS INCURRED