Exhibit 3.1
AMENDMENT NO. 2 TO
FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENBRIDGE ENERGY PARTNERS,
L.P.
This Amendment No. 2 (this
“ Amendment No. 2 ”) to the Fourth
Amended and Restated Agreement of Limited Partnership (as amended,
the “ Partnership Agreement ”) of
Enbridge Energy Partners, L.P. (the “
Partnership ”) is hereby adopted by Enbridge
Energy Company, Inc., a Delaware corporation (the “
General Partner ”), as general partner of the
Partnership. Capitalized terms used but not defined herein
are used as defined in the Partnership Agreement.
WHEREAS , the General Partner desires to amend the
Partnership Agreement to make certain adjustments to certain
allocation provisions and the definitions related thereto;
and
WHEREAS , acting pursuant to the power and authority
granted to it under Section 15.1(d) of the Partnership
Agreement, the General Partner has determined that the following
amendment to the Partnership Agreement does not require the
approval of any Limited Partner.
NOW THEREFORE
, the General Partner does hereby
amend the Partnership Agreement as follows:
Section 1.
Amendment .
(a)
Section 4.6(d) is hereby
amended and restated in its entirety as follows:
(i)
Consistent with the provisions of
Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an
issuance of additional Units for cash or Contributed Property or
the conversion of the General Partner’s Partnership Interest
to Units pursuant to Section 13.3(b), the Capital Accounts of
all Partners (other than with respect to the I-Units and other than
with respect to the Class C Units prior to the Class C
Subordination Period) 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, as if such
Unrealized Gain or Unrealized Loss had been recognized on an actual
sale of each such property immediately prior to such issuance and
had been allocated to the Partners at such time pursuant to
Section 5.1(c) in the same manner as any item of gain or
loss actually recognized during such period would have been
allocated.
(ii)
In accordance with Treasury
Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to
any 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, an increase in the number of Outstanding
I-Units (or
