8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 29, 2010

SPECTRA ENERGY PARTNERS, LP

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-33556
(Commission
File Number) 41-2232463
(IRS Employer
Identification Number)

5400 Westheimer Court
Houston, Texas 77056
(Address of principal executive offices)

(713) 627-5400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     Amendment to Credit Agreement

     On November 29, 2010, Spectra Energy Partners, LP (the “Partnership”) entered into the Second Amendment to its Credit Agreement, dated May 24, 2007, with Wachovia Bank, National Association, as Administrative Agent, and the other lenders party thereto (as amended, the “Amended Credit Facility”). The amendment provides for up to $275,000,000 in new term loans. The term loans mature on the third anniversary of the date of the first draw and will be comprised entirely of Base Rate Loans or Eurodollar Loans (in each case, as defined in the Amended Credit Facility) as the Partnership may request. Term loans that are Base Rate Loans bear interest at the greatest of the federal funds rate plus 0.50%, the lender’s prime rate and LIBOR plus 1%. Term loans that are Eurodollar Loans bear interest at LIBOR plus 0.2%.

     The term loans will be secured by an approximately equal amount of qualifying investment grade securities the Partnership purchases with the proceeds from its offering described below under “Underwriting Agreement.”

     Pursuant to the terms of the Amended Credit Facility, proceeds from the term loans may be used to prepay outstanding loans under the Amended Credit Facility or intercompany loans from the Partnership’s affiliates and/or make cash distributions to Spectra Energy Corp., the indirect parent of the Partnership (“SE Corp”) to the extent permitted by the Amended Credit Facility, including cash distributions in connection with transfers of assets from SE Corp and/or its affiliates to the Partnership. Generally, the Partnership will be subject to similar covenants in connection with term borrowings as those governing its current outstanding revolving borrowings under the Amended Credit Facility.

     The foregoing description of the Amended Credit Facility is qualified in its entirety by reference to such Amended Credit Facility, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

     Underwriting Agreement

     On December 2, 2010, the Partnership, Spectra Energy Partners (DE) GP, LP and Spectra Energy Partners GP, LLC entered into an Underwriting Agreement (the “Underwriting Agreement”), filed herewith as Exhibit 1.1, with Citigroup Global Markets Inc. and Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), which provides for the issuance and sale by the Partnership, and purchase by the Underwriters, of 6,250,000 common units representing limited partner interests in the Partnership (the “Common Units”). The Underwriters were also granted a 30-day option to purchase up to an additional 937,500 Common Units if the Underwriters sell more than 6,250,000 Common Units in the offering. The offer and sale of the Common Units is registered with the Commission pursuant to a Registration Statement on Form S-3 (File No. 333-158097), and the closing with respect to the 6,250,000 Common Units is expected to occur on December 7, 2010.

     Assuming no exercise of the underwriters’ overallotment option, the Partnership expects to receive net proceeds from the offering of approximately $200.7 million, after deducting the underwriting discount and estimated offering expenses payable by the Partnership, and including a capital contribution from its general partner to maintain its proportionate interest in the Partnership. The Partnership intends to use a portion of the net proceeds from the offering to purchase approximately $189.1 million in qualifying investment grade securities, which will be assigned as collateral to secure a new term loan under the Amended Credit Facility of an approximately equal principal amount, as described above under “Credit Facility Amendment.”

     The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and certain affiliates, and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

     Certain of the Underwriters and their respective affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Partnership and its affiliates, for which they received or will receive customary fees and expense reimbursement. Additionally, affiliates of each of the underwriters are lenders under the Amended Credit Facility and have committed to make both revolving and term loans to the Partnership thereunder, will receive a substantial portion of the proceeds from the offering pursuant to the repayment of revolving borrowings under the Amended Credit Facility, and will receive additional customary fees and expenses in connection with the Partnership’s entry into the new term loan under the Amended Credit Facility.

     The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     As described above, on November 29, 2010, the Partnership entered into the Amended Credit Facility. As of December 2, 2010, the Partnership had not drawn upon any term loan under the Amended Credit Facility. The disclosures set forth under Item 1.01 above are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

     On December 2, 2010, the Partnership issued a press release announcing that it had priced the offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is being furnished and is attached as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits.

          (d) Exhibits.

Exhibit
Number	Description of the Exhibit
1.1	Underwriting Agreement, dated as of December 1, 2010, by and among the Partnership, Spectra Energy Partners (DE) GP, LP, Spectra Energy Partners GP, LLC and Citigroup Global Markets Inc. and Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
5.1	Opinion of Vinson & Elkins L.L.P.
8.1	Opinion of Vinson & Elkins L.L.P. relating to tax matters.
10.1	Second Amendment to Credit Agreement, dated as of November 29, 2010, by and among Spectra Energy Partners, LP, as the Borrower, and Wachovia Bank, National Association, as Administrative Agent, and the other lenders party thereto.
23.1	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).
23.2	Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto).
99.1	Press Release of Spectra Energy Partners, LP, dated December 2, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPECTRA ENERGY PARTNERS, LP
	By:	Spectra Energy Partners (DE) GP, LP, its general partner
	By:	Spectra Energy Partners GP, LLC, its general partner
Date: December 2, 2010	/s/ Laura Buss Sayavedra
	Laura Buss Sayavedra
	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description of the Exhibit
1.1	Underwriting Agreement, dated as of December 1, 2010, by and among the Partnership, Spectra Energy Partners (DE) GP, LP, Spectra Energy Partners GP, LLC and Citigroup Global Markets Inc. and Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
5.1	Opinion of Vinson & Elkins L.L.P.
8.1	Opinion of Vinson & Elkins L.L.P. relating to tax matters.
10.1	Second Amendment to Credit Agreement, dated as of November 29, 2010, by and among Spectra Energy Partners, LP, as the Borrower, and Wachovia Bank, National Association, as Administrative Agent, and the other lenders party thereto.
23.1	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).
23.2	Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto).
99.1	Press Release of Spectra Energy Partners, LP, dated December 1, 2010.

EX-1.1

Exhibit 1.1

Execution Version

SPECTRA ENERGY PARTNERS, LP

6,250,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS

UNDERWRITING AGREEMENT

DECEMBER 2, 2010

     December 2, 2010

Citigroup Global Markets Inc.
Barclays Capital Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

     Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of common units representing limited partner interests set forth in Schedule I hereto (the “Firm Units”). The Partnership also proposes to issue and sell to the several Underwriters not more than the number of additional common units representing limited partner interests set forth in Schedule I hereto (the “Additional Units”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such common units granted to the Underwriters in Section 2 hereof. The Firm Units and the Additional Units are hereinafter collectively referred to as the “Units.” The common units representing limited partner interests of the Partnership to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Units.” If the firm or firms listed in Schedule II hereto include only the Managers, then the term “Underwriters” as used herein shall be deemed to refer to such firms.

     The Partnership, Spectra Energy Partners GP, LLC, a Delaware limited liability company (“GP LLC”), and Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership (the “General Partner”), are hereinafter collectively referred to as the “Partnership Parties.” The Partnership Parties, Spectra Energy Partners OLP, LP, a Delaware limited partnership (the “Operating Partnership”), Spectra Energy Partners OLP GP LLC, a Delaware limited liability company (the “Operating GP”), East Tennessee Natural Gas, LLC, a Tennessee limited liability company (“East Tennessee”), Saltville Gas Storage Co. L.L.C., a Virginia limited liability company (“Saltville”), Gulfstream Natural Gas System, L.L.C., a Delaware limited liability company (“Gulfstream”), Spectra Energy Partners MHP Holding, LLC, a Delaware limited liability company (“SEP MHP”), Market Hub Partners Holding, a Delaware general partnership (“Market Hub”), Egan Hub Storage, LLC, a Delaware limited liability company (“Egan Hub”), Moss Bluff Hub, LLC, a Delaware limited liability company (“Moss Bluff”), Atlas Arkansas Pipeline LLC, an Oklahoma limited liability company (“Atlas”); Mid-Continent Arkansas Pipeline, LLC, an Arkansas limited liability company (“MCAP”); NOARK Pipeline System, Limited Partnership, an Arkansas limited partnership (“NOARK”), Ozark Gas Transmission,

L.L.C., an Oklahoma limited liability company (“OGT”), Ozark Gas Gathering, L.L.C., an Oklahoma limited liability company (“OGG”) and all other Partnership subsidiaries are herein collectively referred to as the “Partnership Entities.” Spectra Energy Corp, a Delaware Corporation (“SE”) and its subsidiaries, other than the Partnership Entities, are hereinafter referred to as the “Spectra Entities.”

     1. Representations and Warranties. The Partnership Parties, jointly and severally, represent and warrant to and agree with each of the Underwriters that:

     (a) Registration Statement / Prospectus. A registration statement on Form S-3 relating to the Units (File No. 333-158097) (i) has been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Partnership to the Managers. As used in this Agreement:

          (i) “Effective Date” means any date as of which any part of such registration statement relating to the Units became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations;

          (ii) “Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto;

          (iii) “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Units;

          (iv) “Preliminary Prospectus” means any preliminary prospectus relating to the Units included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto relating to the Units;

          (v) “Pricing Disclosure Package” means, as of the Execution Time, the most recent Preliminary Prospectus, together with (A) each Issuer Free Writing Prospectus filed or used by the Partnership on or before the Execution Time, other than a road show that is an Issuer Free Writing Prospectus under Rule 433 of the Rules and Regulations, and (B) the Additional Pricing Disclosure Package Information identified in Schedule I;

          (vi) “Prospectus” means the final prospectus relating to the Units, including any prospectus supplement thereto relating to the Units, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; and

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          (vii) “Registration Statement” means the registration statement on Form S-3 (File No. 333-158097), as amended as of the Effective Date, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement and including the information (if any) deemed to be a part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act.

     Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Rules and Regulations prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Partnership on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. As used herein, the term “Incorporated Documents” means the documents that at the time are incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment or supplement thereto. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or, to the Partnership Parties’ knowledge, threatened by the Commission. The Commission has not notified the Partnership of any objection to the use of the form of the Registration Statement.

     (b) Form of Documents. The Registration Statement conformed and will conform in all material respects on each Effective Date and on the Closing Date (as defined herein) and any Option Closing Date (as defined herein), and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Securities Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date to the requirements of the Securities Act and the Rules and Regulations. The Incorporated Documents conformed and will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder.

     (c) No Material Misstatements or Omissions in the Registration Statement. The Registration Statement did not, as of its most recent Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty

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is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Managers by or on behalf of any Underwriter specifically for inclusion therein.

     (d) No Material Misstatements or Omissions in the Final Prospectus. The Prospectus will not, as of its date and on the Closing Date and any Option Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Managers by or on behalf of any Underwriter specifically for inclusion therein.

     (e) Incorporated Documents. The Incorporated Documents filed prior to the Execution Time, when filed with the Commission, did not, and any Incorporated Documents filed after the Execution Time, when filed with the Commission, will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (f) No Material Misstatements or Omissions in the Pricing Disclosure Package. The Pricing Disclosure Package did not, as of the Execution Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Managers by or on behalf of any Underwriter specifically for inclusion therein.

     (g) No Material Misstatements or Omissions in each Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Pricing Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Managers by or on behalf of any Underwriter specifically for inclusion therein.

     (h) Form of Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Partnership has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Managers. The

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Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any road show (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations.

     (i) Ineligible Issuer. At the earliest time after the initial filing of the Registration Statement that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Units, the Partnership was not an “ineligible issuer,” as defined in Rule 405 under the Securities Act with respect to the offering of the Units as contemplated hereby.

     (j) Formation and Qualification. Each of the Partnership Entities has been duly formed and is validly existing as a general partnership, limited partnership or limited liability company, as applicable, in good standing under the laws of its jurisdiction of organization with full power and authority to own or lease and to operate its properties currently owned or leased and to conduct its business as currently conducted, in each case as described in the Pricing Disclosure Package. Each of the Partnership Entities is duly qualified to do business as a foreign general partnership, limited partnership or limited liability company, as applicable, and is in good standing under the laws of each jurisdiction that requires such qualification, except where the failure to be so qualified would not reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business, of the Partnership Entities (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

     (k) Power and Authority to Act as General Partner. The General Partner has full power and authority to act as general partner of the Partnership in all material respects as described in the Pricing Disclosure Package. GP LLC has full power and authority to act as general partner of the General Partner in all material respects as described in the Pricing Disclosure Package. The Operating GP has full power and authority to act as general partner of the Operating Partnership in all material respects as described in the Pricing Disclosure Package.

     (l) Ownership of Partnership Entities. All of the equity interests of each of the Partnership Entities are owned as set forth on Exhibit A hereto; all of such equity interests are duly authorized and validly issued in accordance with the general partnership, limited partnership or limited liability company agreements of each such Partnership Entity (the “Organizational Agreements”), and, except in the case of general partner interests, are fully paid (to the extent required by the applicable Organizational Agreements) and nonassessable (except as such nonassessability may be affected, as applicable, by (i) Sections 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), (ii) Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (iii) Sections 15-309 and 15-807 of the Delaware Revised Uniform Partnership Act (the “Delaware GP Act”), (iv) Sections 306 and 620 of the Tennessee Revised Limited Liability Company Act, (v) Section 13.1-1035 of the Virginia Limited Liability Company Act, (vi) Sections 4-47-508 and 4-47-509 of the Arkansas Uniform Limited Partnership Act (vii) Sections

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4-32-601 and 4-32-604 of the Arkansas Small Business Entity Tax Pass Through Act or (viii) Sections 2030 and 2040 of the Oklahoma Limited Liability Company Act; and, such equity interests are owned as set forth on Exhibit A free and clear of all liens, encumbrances, security interests, charges or other claims (“Liens”) (except restrictions on transferability as described in the Pricing Disclosure Package).

     (m) Valid Issuance of Units. The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the partnership agreement of the Partnership (the “Partnership Agreement”)) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).

     (n) No Other Subsidiaries. Except as described in the Pricing Disclosure Package, none of the Partnership Entities own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

     (o) No Preemptive Rights, Options or Registration Rights. Except as identified in the Pricing Disclosure Package or as provided for the Organizational Documents, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Except for such rights that have been waived or as described in the Pricing Disclosure Package, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership.

     (p) Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, and the Pricing Disclosure Package. All partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by this Agreement, shall have been validly taken.

     (q) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

     (r) Enforceability of Organizational Agreements. The Organizational Agreements have been duly authorized, executed and delivered by the parties thereto, and are valid and legally binding agreements of such parties, enforceable against such parties in accordance with their terms; provided that, the enforceability of the agreements described in this Section 1(r) may

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be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

     (s) No Conflicts. None of (i) the offering, issuance or sale by the Partnership of the Units or (ii) the execution, delivery and performance of this Agreement, (A) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational Agreements or the certificate of formation or conversion, certificate or articles of incorporation, bylaws or other constituent document (collectively, the “Organizational Documents”) of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body directed to any of the Partnership Entities or any of their properties in a proceeding to which any of them or their property is a party or (D) results or will result in the creation or imposition of any Lien upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Partnership Parties to consummate the transactions provided for in this Agreement.

     (t) No Consents. No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body having jurisdiction over any of the Partnership Entities or any of their properties or assets is required in connection with the offering, issuance or sale by the Partnership of the Units, the execution, delivery and performance of this Agreement by the Partnership Parties, or the consummation of the transactions contemplated by this Agreement, except for such permits, consents, approvals and similar authorizations required under the Securities Act, the Exchange Act and blue sky laws of any jurisdiction.

     (u) No Defaults. None of the Partnership Entities is in (i) violation of its Organizational Documents, (ii) violation of any statute, law, rule or regulation, or any judgment, order, injunction or decree of any court, governmental agency or body or arbitrator having jurisdiction over any of the Partnership Entities or any of their properties or assets or (iii) breach, default (or an event which, with notice or lapse of time or both, would constitute such an event) or violation in the performance of any obligation, agreement or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which in the case of (ii) or (iii) would reasonably be expected to have, if continued, a Material Adverse Effect or materially impair the ability of the Partnership Parties to consummate the transactions provided for in this Agreement.

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     (v) Conformity of Units to Description. The Units, when issued and delivered in accordance with the terms of the Partnership Agreement and this Agreement against payment therefor as provided therein and herein, will conform in all material respects to the description thereof contained in the Pricing Disclosure Package.

     (w) No Labor Dispute. No labor problem or dispute with the Partnership Entities’ employees or with the Spectra Entities’ employees who are engaged in the business of the Partnership exists, or to the knowledge of the Partnership Parties are imminent or threatened, that would reasonably be expected to have a Material Adverse Effect.

     (x) Financial Statements. At September 30, 2010, the Partnership would have had, on an as adjusted basis as indicated in the Pricing Disclosure Package (and any amendment or supplement thereto), a total capitalization as set forth therein. The historical financial statements (including the related notes and supporting schedules) included in the most recent Preliminary Prospectus, the Pricing Disclosure Package and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby on the basis shown therein as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary and selected historical financial and operating information included or incorporated by reference in the Registration Statement, the most recent Preliminary Prospectus and the Pricing Disclosure Package (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements from which it has been derived.

     (y) Independent Public Accountants. Deloitte & Touche LLP, who has audited the audited financial statements included in the Registration Statement and the Pricing Disclosure Package and delivered its reports with respect to the audited financial statements included in the Registration Statement Pricing Disclosure Package, is an independent registered public accounting firm with respect to the Partnership and the General Partner within the meaning of the Securities Act and the Rules and Regulations and the rules and regulations of the Public Company Accounting Oversight Board.

     (z) Litigation. Except as described in the Pricing Disclosure Package, there is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of any of the Partnership Parties, threatened, to which any of the Partnership Entities is or may be a party or to which the business or property of any of the Partnership Entities is or may be subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency and (iii) no injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent jurisdiction to which any of the Partnership Entities is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, is reasonably expected to (A) individually or in the aggregate have a Material Adverse Effect, (B) prevent or result in the suspension of the offering and issuance of the Units, or (C) in any manner draw into question the validity of this Agreement.

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     (aa) Title to Properties. The Partnership Entities have good and indefeasible title to all real property and good title to all personal property described in the Pricing Disclosure Package as owned by the Partnership Entities, free and clear of all Liens except (i) as described, and subject to limitations contained, in the Pricing Disclosure Package, (ii) that arise under the $500 million credit agreement of the Operating Partnership, as borrower (the “Credit Agreement”), or (iii) such as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the Pricing Disclosure Package; provided that, with respect to any real property and buildings held under lease by the Partnership Entities, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of the Partnership Entities taken as a whole as they have been used in the past as described in the Pricing Disclosure Package and are proposed to be used in the future as described in the Pricing Disclosure Package.

     (bb) Rights-of-Way. The Partnership Entities have such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package, except for (i) qualifications, reservations and encumbrances that would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package, the Partnership Entities have fulfilled and performed all their material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package, none of such rights-of-way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

     (cc) Transfer Taxes. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Partnership or sale by the Partnership of the Units.

     (dd) Tax Returns. Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof, except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.

     (ee) Insurance. The Partnership Entities carry or are entitled to the benefits of insurance relating to the properties, operations, personnel and business of the Partnership Entities in such amounts and covering such risks as is commercially reasonable, and all such insurance is

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in full force and effect. None of the Partnership Entities have any reason to believe that they will not be able (i) to renew their existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct such business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect.

     (ff) Distribution Restrictions. No subsidiary of the Partnership is currently prohibited, directly or indirectly, from paying any distributions to the Partnership, from making any other distribution on such subsidiary’s equity interests, from repaying to the Partnership any loans or advances to such subsidiary from the Partnership or from transferring any of such subsidiary’s property or assets to the Partnership or any other subsidiary of the Partnership, except as described in or contemplated by the Pricing Disclosure Package or arising under the Credit Agreement.

     (gg) Possession of Licenses and Permits. The Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct their business, except where the failure so to possess would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

     (hh) Environmental Laws. Each of the Partnership Entities (i) is in compliance with all applicable federal, state and local laws and regulations relating to the prevention of pollution or protection of the environment or imposing liability or standards of conduct concerning any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits or liability in connection with such releases would not, individually or in the aggregate, have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable

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Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect.

     (ii) ERISA. Each Partnership Entity is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which any Partnership Entity would have any liability, excluding any reportable event for which a waiver could apply; no Partnership Entity expects to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “pension plan” for which any Partnership Entity would have any liability that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification.

     (jj) Sarbanes-Oxley Act of 2002. The Partnership is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations promulgated in connection therewith and the rules of the New York Stock Exchange (“NYSE”) that are effective and applicable to the Partnership.

     (kk) Investment Company. None of the Partnership Entities is nor, after giving effect to the offering and sale of the Units and the application of the proceeds thereof as described in the Pricing Disclosure Package, will any of the Partnership Entities be, an “investment company” or a company “controlled by” an “investment company,” each as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

     (ll) Books and Records. Each Partnership Entity maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (mm) Disclosure Controls. The Partnership has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the

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Exchange Act) which (i) are designed to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to the General Partner’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as of the end of the period covered by the Partnership’s most recent annual report filed with the Commission; and (iii) are effective in achieving reasonable assurances that the Partnership’s desired control objectives as described in Item 9A of the Partnership’s Annual Report on Form 10-K for the period ended December 31, 2009 (the “2009 Annual Report”) have been met.

     (nn) No Deficiency in Internal Controls. Based on the evaluation of its internal controls and procedures conducted in connection with the preparation and filing of the 2009 Annual Report, the Partnership is not aware of (i) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that are likely to adversely affect the Partnership’s ability to record, process, summarize and report financial data; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal controls over financial reporting.

     (oo) No Changes in Internal Controls. Since the date of the most recent evaluation of the disclosure controls and procedures described in Section 1(nn) hereof, there have been no significant changes in the Partnership’s internal controls that materially affected or are reasonably likely to materially affect the Partnership’s internal controls over financial reporting.

     (pp) Market Stabilization. None of the Partnership Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.

     (qq) Statistical Data. Any statistical and market-related data included in the Pricing Disclosure Package are based on or derived from sources that the Partnership believes to be reliable and accurate, and the Partnership has obtained the written consent to the use of such data from such sources to the extent required.

     (rr) No Distribution of Other Offering Materials. None of the Partnership Entities has distributed and, prior to the later to occur of (i) the Closing Date or any settlement date and (ii) completion of the distribution of the Units, will distribute any offering material in connection with the offering and sale of the Units other than any Preliminary Prospectus, the Prospectus, any free writing prospectus to which the Managers have consented in accordance with this Agreement, and any other materials, if any, permitted by the Securities Act, including Rule 134.

     (ss) Listing on NYSE. The Units have been approved to be listed on the NYSE, subject to official notice of issuance.

     (tt) No Material Adverse Change. There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition,

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financial or otherwise, or in the earnings, business or operations of the Partnership and its subsidiaries, taken as a whole, from that set forth in the Pricing Disclosure Package.

     (uu) Foreign Corrupt Practices. No Partnership Entity nor any director, officer, or employee of the Partnership Entities, nor, to the Partnership’s knowledge, any agent or representative of any Partnership Entity, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Partnership Entities have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

     (vv) Anti-Money Laundering Laws. The operations of the Partnership Entities are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Partnership Entities conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Partnership Entities with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Partnership Parties, threatened.

     (ww) Office of Foreign Assets Control. (i) No Partnership Entity nor any director, officer or employee of the Partnership Entities, nor, to the Partnership’s knowledge, any agent or representative of any Partnership Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

          (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Sanctions”), nor

          (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

          (ii) No Partnership Entity will, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other Person:

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          (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

          (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

     Any certificate signed by any officer of any of the Partnership Parties and delivered to the Mangers or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by such entity, as to matters covered thereby, to each Underwriter.

     2. Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions herein, the Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from the Partnership the respective numbers of Firm Units set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”).

     On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Partnership agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Units set forth in Schedule I hereto at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Units shall be reduced by an amount per unit equal to any distributions declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Units. Additional Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Units. On each day, if any, that Additional Units are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional units as you may determine) that bears the same proportion to the total number of Additional Units to be purchased on such Option Closing Date as the number of Firm Units set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Units.

     3. Public Offering. The Partnership is advised by you that the Underwriters propose to make a public offering of their respective portions of the Units as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Partnership is further advised by you that the Units are to be offered to the public upon the terms set forth in the Prospectus.

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     4. Payment and Delivery. Payment for the Firm Units shall be made to the Partnership in Federal or other funds immediately available in New York City on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”

     Payment for any Additional Units shall be made to the Partnership in Federal or other funds immediately available in New York City on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by you.

     The Firm Units and the Additional Units shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the Underwriters duly paid, against payment of the Purchase Price therefor.

     5. Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions:

     (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or any Option Closing Date, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Partnership Entities, taken as a whole, from that set forth in the Pricing Disclosure Package as of Execution Time that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Units on the terms and in the manner contemplated in the Pricing Disclosure Package.

     (b) The Underwriters shall have received on the Closing Date a certificate of the Partnership, signed on behalf of the Partnership by the Chief Executive Officer and the Chief Financial Officer of the General Partner, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Pricing Disclosure Package, the Prospectus and any amendment or supplement thereto, as well as each electronic road show used in connection with the offering of the Units, and this Agreement and that:

          (i) the representations and warranties of the Partnership Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Partnership has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

          (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Partnership’s knowledge, threatened;

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          (iii) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there has been no Material Adverse Effect, except as set forth in or contemplated in the Pricing Disclosure Package and the Prospectus; and

          (iv) in their opinion, (1) the Registration Statement, as of the most recent Effective Date, (2) the Prospectus, as of the date of the Prospectus and as of the Closing Date or any Option Closing Date, and (3) the Pricing Disclosure Package, as of the Execution Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading.

     (c) The Underwriters shall have received on the Closing Date an opinion of Vinson & Elkins L.L.P., outside counsel for the Partnership, dated the Closing Date, to the effect that:

          (i) Formation and Qualification. Each of the Partnership Entities organized under the laws of the State of Delaware (the “Covered Partnership Entities”) has been duly formed and is validly existing as a general partnership, limited partnership or limited liability company, as applicable, and is in good standing under the laws of the State of Delaware with full power and authority necessary to own or lease and to operate its properties currently owned or leased and to conduct its business as currently conducted, in each case as described in the Pricing Disclosure Package. Each of the Covered Partnership Entities is duly qualified to transact business and is in good standing as a foreign limited partnership or foreign limited liability company in each jurisdiction set forth opposite its name on an annex to be attached to such counsel’s opinion.

          (ii) Power and Authority to Act as General Partner. The General Partner has full power and authority to act as general partner of the Partnership in all material respects as described in the Pricing Disclosure Package. GP LLC has full power and authority to act as general partner of the General Partner in all material respects as described in the Pricing Disclosure Package. The Operating GP has full power and authority to act as general partner of the Operating Partnership in all material respects as described in the Pricing Disclosure Package.

          (iii) Ownership of GP LLC. Spectra Energy Transmission, LLC, a Delaware limited liability company (“SET”), owns all of the issued and outstanding membership interests of GP LLC; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of GP LLC (the “GP LLC Agreement”) and are fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and SET owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package and Liens created or arising under the Delaware LLC Act), (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming SET as debtor is on file as of a recent date in the office

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of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (iv) Ownership of the Limited Partner Interest in the General Partner. Spectra Energy Southeast Pipeline Corporation, a Delaware corporation (“SEPL”), owns a 99% limited partner interest in the General Partner; such limited partner interest has been duly and validly authorized and issued in accordance with the partnership agreement of the General Partner (the “GP Partnership Agreement”) and is fully paid (to the extent required by the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and SEPL owns such limited partner interest free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or Liens created by or arising under the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming SEPL as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (v) Ownership of the General Partner Interest in the General Partner. GP LLC is the sole general partner of the General Partner with a 1% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and GP LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or Liens created by or arising under the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming GP LLC as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (vi) Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such general partner interest free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or Liens created by or arising under the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (vii) Capitalization; Valid Issuance of Outstanding Limited Partner Interests in the Partnership. As of the Closing Date, immediately prior to the issuance of the Firm Units pursuant to this Agreement, the issued and outstanding partnership interests of the Partnership consisted of 82,291,647 Common Units, the Incentive Distribution Rights and 1,678,677 General Partner Units. All outstanding Common Units and the Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership

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Agreement, and are fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act).

          (viii) Ownership of Sponsor Units and Incentive Distribution Rights. SEPL owns 43,956,556 Common Units, SET owns 16,958,130 Common Units and the General Partner owns the Incentive Distribution Rights, in each case, free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or Liens created by or arising under the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming SEPL, SET or the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (ix) Valid Issuance of Units to be Purchased. The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).

          (x) Ownership of the Operating GP. The Partnership owns all of the issued and outstanding membership interests of the Operating GP; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating GP (the “Operating GP LLC Agreement”) and are fully paid (to the extent required by the Operating GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package and Liens created by or arising under the Delaware LLC Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (xi) Ownership of the General Partner Interest in the Operating Partnership. The Operating GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Operating Partnership (the “OLP Partnership Agreement”); and the Operating GP owns such general partner interest free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package and Liens created by or arising under the Credit Agreement or the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating GP as debtor is on file as of a recent date in the office of

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the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (xii) Ownership of the Limited Partner Interest in the Operating Partnership. The Partnership owns a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required by the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited partner interest free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package and Liens created by or arising under the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (xiii) Ownership of Gulfstream. The Operating Partnership owns 49.0% of the issued and outstanding membership interests of Gulfstream; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Gulfstream (the “Gulfstream LLC Agreement”) and are fully paid (to the extent required by the Gulfstream LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or the Gulfstream LLC Agreement and Liens created by or arising under the Credit Agreement or the Delaware LLC Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (xiv) Ownership of SEP MHP. The Operating Partnership owns 100% of the issued and outstanding membership interests of SEP MHP; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of SEP MHP (the “SEP MHP LLC Agreement”) and are fully paid (to the extent required by the SEP MHP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or the SEP MHP LLC Agreement and Liens created by or arising under the Credit Agreement or the Delaware LLC Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Partnership as debtor is on file as of a recent date in the office of

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the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (xv) Ownership of Market Hub. SEP MHP owns 50% of the issued and outstanding partnership interests of Market Hub; such partnership interests have been duly authorized and validly issued in accordance with the general partnership agreement of Market Hub (the “Market Hub Partnership Agreement”); and SEP MHP owns such partnership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or the Market Hub Partnership Agreement and Liens created by or arising under the Delaware GP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming SEP MHP as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (xvi) Ownership of Market Hub Subsidiaries. Market Hub owns 100% of the outstanding membership interests of Egan Hub and Moss Bluff (collectively, the “Market Hub Subsidiaries”); such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreements of the respective Market Hub Subsidiaries (the “Market Hub LLC Agreements”) and are fully paid (to the extent required by the respective Market Hub LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Market Hub owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or the respective Market Hub LLC Agreement and Liens created by or arising under the Delaware LLC Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Market Hub as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

          (xvii) No Preemptive Rights, Options or Registration Rights. Except as identified in the Pricing Disclosure Package, there are no (A) preemptive rights or other rights to subscribe for or to purchase (with the exception of those rights provided in Section 4.06 of the Gulfstream LLC Agreement), nor any restriction upon the voting or transfer of, any equity securities of the Partnership Entities (with the exception of those restrictions provided in Section 8.4 of the Credit Agreement and 8.3 of that certain Note Purchase Agreement dated as of December 15, 2002 by and among East Tennessee and the other parties thereto) or (B) outstanding options or warrants to purchase any securities of the Partnership Entities, in each case pursuant to their respective Organizational Agreements or any other agreement or instrument to which any Partnership Entity is a party listed as an exhibit to the Registration Statement or any Incorporated Document. To such counsel’s knowledge, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership other

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than as described in the Pricing Disclosure Package, as set forth in the Partnership Agreement or as have been waived.

          (xviii) Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement and the Pricing Disclosure Package. All partnership and limited liability company action, as the case may be, required to be taken by the Covered Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions provided for in this Agreement has been validly taken.

          (xix) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

          (xx) Enforceability of Organizational Agreements. The Organizational Agreements of the Covered Partnership Entities, have been duly authorized, executed and delivered by the Covered Partnership Entities that are parties thereto. The Organizational Agreements of the Covered Partnership Entities are valid and legally binding agreements of the Covered Partnership Entities that are parties thereto, enforceable against such parties in accordance with their terms; provided that, with respect to each agreement described in this Section (xx), the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

          (xxi) No Conflicts. None of (A) the offering, issuance or sale by the Partnership of the Units or (B) the execution, delivery and performance of this Agreement by the Partnership Parties that are parties hereto (i) conflicts with or will conflict with or constitutes or will constitute a violation of the Organizational Documents of any of the Covered Partnership Entities, (ii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any agreement or other instrument filed as an exhibit to the Registration Statement or any Incorporated Document that is governed by the laws of the States of Texas, Delaware or New York, (iii) violates or will violate the Delaware LP Act, the Delaware LLC Act, the Delaware GP Act, the laws of the State of Texas, or federal law, (iv) violates or will violate any order, judgment, decree or injunction of any court or governmental agency or other authority of or with any court, governmental agency or body of the States of Delaware or Texas, or the United States of America having jurisdiction over any of the Partnership Entities or any of their properties or assets in a proceeding to which any of them or their property is a party or (v) results or will result in the creation or imposition of any Lien

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upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii), (iv) or (v), would have a Material Adverse Effect or materially impair the ability of any of the Partnership Entities to consummate the transactions provided for in this Agreement; provided, however, that no opinion need be expressed pursuant to this paragraph with respect to federal or state securities laws and other anti-fraud laws.

          (xxii) No Consents. No permit, consent, approval, authorization, order, registration, filing or qualification under the Delaware LP Act, the Delaware LLC Act, the Delaware GP Act, Texas law, or federal law is required in connection with the offering, issuance or sale by the Partnership of the Units or the execution, delivery and performance of this Agreement by the Partnership Parties, except for such permits, consents, approvals and similar authorizations required under the Securities Act, the Exchange Act and state securities or “Blue Sky” laws, as to which such counsel need not express any opinion.

          (xxiii) Effectiveness of Registration Statement. The Registration Statement has become effective under the Securities Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) of the Rules and Regulations has been made in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened.

          (xxiv) Form of Registration Statement and Prospectus. The Registration Statement and the Prospectus, when filed with the Commission and on the Closing Date, were, on their face, appropriately responsive, in all material respects, to the requirements of the Securities Act, except that in each case such counsel need express no opinion with respect to the financial statements or other financial and statistical data contained in or omitted from the Registration Statement or the Prospectus.

          (xxv) Description of Common Units. The statements included or incorporated by reference in the Registration Statement and the most recent Preliminary Prospectus under the captions “Summary—The Offering,” “Our Cash Distribution Policy and Restrictions on Distributions—General,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Description of the Common Units,” and “The Partnership Agreement” insofar as they purport to constitute summaries of the terms of the Common Units (including the Units) and the Incentive Distribution Rights, are accurate summaries of the terms thereof in all material respects.

          (xxvi) Descriptions and Summaries. The statements included in the Registration Statement and the most recent Preliminary Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions,” “Certain Relationships and Related Transactions and Director Independence,” “Conflicts of Interest and Fiduciary Duties,” “The Partnership Agreement,” and “Investment in Spectra Energy

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Partners, LP by Employee Benefit Plans” insofar as they purport to constitute summaries of the terms of federal or Texas statutes, rules or regulations or the Delaware LP Act or the Delaware LLC Act, any legal and governmental proceedings or any contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects. The description of the federal statutes, rules and regulations set forth in the 2009 Annual Report under “Business—Regulations” and “Business—Environmental Matters” constitute accurate summaries of the terms of such statutes, rules and regulations in all material respects.

          (xxvii) Tax Opinion. The opinion of Vinson & Elkins L.L.P. that is filed as Exhibit 8.1 to the Partnership’s Current Report on Form 8-K to be filed with the Commission on or after the Execution Time and before the Closing Date is confirmed and the Underwriters may rely upon such opinion as if it were addressed to them.

          (xxviii) Investment Company. None of the Partnership Entities is, nor after giving effect to the offering and sale of the Units and the application of the proceeds thereof as described in the Pricing Disclosure Package will any of the Partnership Entities be, an “investment company” as defined in the Investment Company Act.

     In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, the Delaware LLC Act, the Delaware GP Act, and the laws of the State of Texas, (iv) with respect to the opinions expressed as to the due qualification or registration as a foreign general partnership, limited partnership or limited liability company, as the case may be, of the Partnership Entities, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the States listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall be provided to counsel to the Underwriters) and (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the Partnership Parties may be subject.

     In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, the independent public accountants of the Partnership and your representatives, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent specified in the foregoing opinion), based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that:

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          (A) the Registration Statement, as of the latest Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

          (B) the Pricing Disclosure Package, as of the Execution Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or

          (C) the Prospectus, as of its date and on the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

it being understood that such counsel expresses no statement or belief with respect to (i) the financial statements and related schedules included or incorporated by reference in the Registration Statement, including the notes thereto and independent registered public accountants’ reports thereon, the Pricing Disclosure Package or the Prospectus, (ii) any other financial information included, incorporated by reference or omitted in the Registration Statement, the Pricing Disclosure Package or the Prospectus and (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement or any Incorporated Documents.

     (d) The Underwriters shall have received on the Closing Date an opinion of Reggie Hedgebeth, general counsel for SE, dated the Closing Date, to the effect that:

          (i) Formation and Qualification. Each of East Tennessee, Saltville, Atlas, MCAP, OGG and OGT has been duly formed and is validly existing as a limited liability company and is in good standing under the laws of the state of its formation. NOARK has been duly formed and is validly existing as a limited partnership under the laws of the State of Arkansas. (Such counsel may base this opinion solely on certificates of the Secretary of State of Tennessee, Virginia, Arkansas and Oklahoma, as applicable).

          (ii) No Conflicts. None of (A) the offering, issuance or sale by the Partnership of the Units or (B) the execution, delivery and performance of this Agreement by the parties hereto (i) conflicts with or will conflict with or constitutes or will constitute a violation of the Organizational Documents of any of the Spectra Entities, (ii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any agreement that is filed as a material agreement in the most recent annual report on Form 10-K filed by SE, or (iii) violates or will violate any order, judgment, decree or injunction of any court or governmental agency or other authority of or with any court, governmental agency or body of the States of Delaware or Texas or the United States of America having jurisdiction over any of the Spectra Entities or any of their properties or assets in a proceeding to which any of them or their property is a party,

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which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii) or (iii), would have a Material Adverse Effect or materially impair the ability of any of the Partnership Parties to consummate the transactions provided for in this Agreement; provided, however, that no opinion need be expressed pursuant to this paragraph with respect to federal or state securities laws and other anti-fraud laws.

          (iii) Legal Proceedings; Material Agreements. To the knowledge of such counsel, there are no (A) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus but are not so described as required or, if determined adversely to any Partnership Entity, would individually or in the aggregate have a Material Adverse Effect on the Partnership Entities; and (B) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement or any Incorporated Document that are not described or filed as required by the Securities Act.

     In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Parties and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that such counsel’s opinion is limited to matters governed by federal law and the Delaware LP Act, the Delaware LLC Act and the Delaware General Corporate Law and the laws of the State of Texas, and (iv) state that such counsel expresses no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the Partnership Parties may be subject.

     (e) The Underwriters shall have received from Baker Botts L.L.P., counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Managers, with respect to the issuance and sale of the Units, the Registration Statement, the Pricing Disclosure Package and the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and the Partnership Parties shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

     (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut off date” not earlier than the date hereof.

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     (g) The “lock up” agreements, each substantially in the form of Exhibit B hereto, between you and each of SE, SET, SEPL, the General Partner and each officer and director of GP LLC relating to sales and certain other dispositions of Common Units or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

     The several obligations of the Underwriters to purchase Additional Units hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Partnership Entities, the due authorization and issuance of the Additional Units to be sold on such Option Closing Date and other matters related to the issuance of such Additional Units.

     6. Covenants of the Partnership Parties. Each of the Partnership Parties, jointly and severally, covenants with each Underwriter as follows:

     (a) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and to deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the most recent Preliminary Prospectus, the Prospectus, any Incorporated Documents and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

     (b) Before amending or supplementing the Registration Statement, any Preliminary Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object.

     (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object.

     (d) Not to take any action that would result in an Underwriter or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

     (e) If the Pricing Disclosure Package is being used to solicit offers to buy the Units at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the

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statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when the Pricing Disclosure Package is delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable law.

     (f) If, during such period after the first date of the public offering of the Units as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Units may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

     (g) To endeavor to qualify the Units for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, in any jurisdiction where it is not now so subject.

     (h) To make generally available to the Partnership’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Partnership occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

     (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Partnership’s counsel and the Partnership’s accountants in connection with the registration and delivery of the Units under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Partnership and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Units (within the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in

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the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Units to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Units under state securities laws and all expenses in connection with the qualification of the Units for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Units by the Financial Industry Regulatory Authority, (v) all costs and expenses incident to listing the Units on the NYSE, (vi) the cost of printing certificates representing the Units, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Partnership relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Units, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Partnership, travel and lodging expenses of the representatives and officers of the Partnership and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Partnership hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Units by them and any advertising expenses connected with any offers they may make.

     (j) Not to, without the prior written consent of Citigroup Global Markets Inc. (“Citi”), during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units. The foregoing sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units pursuant to any employee benefit plan of the Partnership in effect at the Effective Time and upon the exercise of an option or warrant or the conversion of a security outstanding as of the Effective Time, or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Units, provided that such plan does not provide for the transfer of Common Units during the 45 day restricted period.

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     7. Covenants of the Underwriters. Each Underwriter severally covenants with the Partnership not to take any action that would result in the Partnership’s being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Partnership thereunder, but for the action of the Underwriter

     8. Indemnity and Contribution. (a) Each of the Partnership Parties agrees, jointly and severally, to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and each agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus as defined in Rule 433(h) under the Securities Act, any Partnership information that the Partnership has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use therein.

     (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the each of the Partnership Parties and each of their directors, each of their officers who sign the Registration Statement and each person, if any, who controls the Partnership Parties within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Partnership Parties to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto.

     (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such

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proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Manager authorized to appoint counsel under this Section set forth in Schedule I hereto, in the case of parties indemnified pursuant to Section 8(a), and by the Partnership, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

     (d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Partnership Parties on the one hand and the Underwriters on the other hand from the offering of the Units or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Partnership Parties on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Partnership Parties on the one hand and the Underwriters on the other hand in connection with the offering of the Units shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Units (before deducting expenses) received by the Partnership Parties and the total underwriting discounts and commissions received by the Underwriters bear to the aggregate initial public offering price of the Units set forth in the Prospectus. The relative fault of the Partnership Parties on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether

30

the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Partnership Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective number of Units they have purchased hereunder, and not joint.

     (e) The Partnership Parties and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Units underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

     (f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Partnership Parties contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate or agent of any Underwriter or by or on behalf of the Partnership Parties, each of their officers or directors or any person controlling the Partnership Parties and (iii) acceptance of and payment for any of the Units.

     9. Termination. The Underwriters may terminate this Agreement by notice given by you to the Partnership, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities of the Partnership shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed

31

with the offer, sale or delivery of the Units on the terms and in the manner contemplated in the Pricing Disclosure Package or the Prospectus.

     10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

     If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one tenth of the aggregate number of the Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units set forth opposite the names of all such non defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one ninth of such number of Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one tenth of the aggregate number of Firm Units to be purchased on such date, and arrangements satisfactory to you and the Partnership for the purchase of such Firm Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non defaulting Underwriter or the Partnership. In any such case either you or the Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase.

     If this Agreement shall be terminated by the Underwriters (other than as a result of the events described in Section 9(i), Section 9(iii), Section 9(iv), Section 9(v) or Section 10), or any of them, because of any failure or refusal on the part of the Partnership to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Partnership shall be

32

unable to perform its obligations under this Agreement, the Partnership will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

     11. Entire Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Units, represents the entire agreement between the Partnership and the Underwriters with respect to the preparation of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, the conduct of the offering, and the purchase and sale of the Units.

     12. No Fiduciary Duty. The Partnership acknowledges that in connection with the offering of the Units: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Partnership or any other person, (b) the Underwriters owe the Partnership only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Partnership. The Partnership waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Units.

     13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     14. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

     15. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

     16. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you at the address set forth in Schedule I hereto; and if to the Partnership shall be delivered, mailed or sent to the address set forth in Schedule I hereto.

33

Very truly yours, 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/ Laura Buss Sayavedra
	Name:	Laura Buss Sayavedra
	Title:	Vice President and Chief Financial Officer
Spectra Energy Partners GP, LLC
By:	/s/ Laura Buss Sayavedra
	Name:	Laura Buss Sayavedra
	Title:	Vice President and Chief Financial Officer
Spectra Energy Partners (DE) GP, LP
By:	Spectra Energy Partners GP, LLC its general partner
By:	/s/ Laura Buss Sayavedra
	Name:	Laura Buss Sayavedra
	Title:	Vice President and Chief Financial Officer

Accepted as of the date hereof Citigroup Global Markets Inc. Barclays Capital Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated Wells Fargo Securities, LLC Acting severally on behalf of themselves and the     several Underwriters named in Schedule II hereto.
By:	Citigroup Global Markets Inc.
By:	/s/ Michael Casey
	Name:	Michael Casey
	Title:	Director
By:	Barclays Capital Inc.
By:	/s/ Victoria Hale
	Name:	Victoria Hale
	Title:	Vice President
By:	J.P. Morgan Securities LLC
By:	/s/ Geoffrey Paul
	Name:	Geoffrey Paul
	Title:	Vice President
By:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:	/s/ Paul A. Davis
	Name:	Paul A. Davis
	Title:	Director
By:	Morgan Stanley & Co. Incorporated
By:	/s/ Jon P. Redmond
	Name:	Jon P. Redmond
	Title:	Executive Director

By:	Wells Fargo Securities, LLC
By:	/s/ David Herman
	Name:	David Herman
	Title:	Director

SCHEDULE I

Managers:
Manager authorized to release lock-up under Section 6:	Citigroup Global Markets Inc.
Manager authorized to appoint counsel under Section 8(c):	Citigroup Global Markets Inc.
Additional Pricing Disclosure Package Information:	Number of Units: 6,250,000 Firm Units or, if the Underwriters exercise in full their option to purchase Additional Units, 7,187,500 Units
	Public offering price for the Units: $32.87 per unit
	Purchase Price: $31.55 per unit
Lock-up Restricted Period:	45 days from the date of the Prospectus
Title of Units to be purchased:	Common Units representing limited partner interests
Selling Concession:	$0.79 a unit
Closing Date and Time:	December 7, 2010; 9:00 a.m.
Closing Location:	Vinson & Elkins LLP First City Tower 1001 Fannin Street, Suite 2500 Houston, Texas 77002-6760
Address for Notices to Underwriters:	Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attn: General Counsel
Address for Notices to the Partnership:	Spectra Energy Partners, LP 5400 Westheimer Houston, Texas 77056 Attn: Patricia M. Rice, Secretary

I-1

SCHEDULE II

	Number of Firm Units To Be
Underwriter	Purchased
Citigroup Global Markets Inc.		843,750
Barclays Capital Inc.		843,750
J.P. Morgan Securities LLC		843,750
Merrill Lynch, Pierce, Fenner & Smith Incorporated		843,750
Morgan Stanley & Co. Incorporated		843,750
Wells Fargo Securities, LLC		843,750
Credit Suisse Securities (USA) LLC		312,500
Deutsche Bank Securities Inc.		312,500
UBS Securities LLC		312,500
RBC Capital Markets, LLC		250,000
Total:		6,250,000

II-1

EXHIBIT A

OWNERSHIP OF PARTNERSHIP ENTITIES

Partnership Entity:	Equity Owned By
Partnership	•	2% general partner interest owned by the General Partner represented by 1,678,677 General Partner Units
	•	All Incentive Distribution Rights owned by the General Partner
	•	20.2% limited partner interest owned by SET, represented by 16,958,130 Common Units
	•	52.3% limited partner interest owned by SEPL represented by 43,956,556 Common Units
	•	25.5% limited partner interest owned by public unitholders, represented by 21,376,961 Common Units.
GP LLC	•	100% of membership interests owned by SET
General Partner	•	1% general partner interest owned by GP LLC
	•	99% limited partner interest owned by SEPL
Operating Partnership	•	.001% general partner interest owned by the Operating GP
	•	99.999% limited partner interest owned by the Partnership
Operating GP	•	100% of membership interests owned by the Partnership
East Tennessee	•	100% of membership interests owned by the Operating Partnership
Saltville	•	100% of membership interests owned by the Operating Partnership
Gulfstream	•	49.0% of membership interests owned by the Operating Partnership
	•	1.0% of membership interests owned by SEPL
SEP MHP	•	100% of membership interests owned by the Operating Partnership
Market Hub	•	50% of partnership interests owned by SEP MHP
	•	48% of partnership interests owned by Spectra Energy MHP Holding, LLC
	•	2% of partnership interests owned by Spectra Energy Southeast MHP Holding, LLC

A-1

Partnership Entity:	Equity Owned By
Egan Hub and Moss Bluff	•	100% of membership interests owned by Market Hub
Atlas	•	100% of membership interests owned by the Operating Partnership
MCAP	•	100% of membership interests owned by the Operating Partnership
NOARK	•	25% general partner interest owned by MCAP
	•	74% general partner interest owned by Atlas
	•	1% limited partner interest owned by Atlas
OGG and OGT	•	100% of membership interests owned by NOARK

A-2

EXHIBIT B

FORM OF LOCK-UP LETTER

December 2, 2010

Citigroup Global Markets Inc.
& the other Managers set forth on Schedule I
to the Underwriting Agreement

c/o	Citigroup Global Markets Inc.
	388 Greenwich Street
	New York, New York 10013

Ladies and Gentlemen:

     The undersigned understands that Citigroup Global Markets Inc. (“Citi”), Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC (the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Spectra Energy Partners, LP (the “Partnership”), Spectra Energy Partners GP, LLC and Spectra Energy Partners (DE) GP, LP, providing for the public offering (the “Public Offering”) by the several Underwriters (the “Underwriters”), of 6,250,000 common units (the “Units”) of the common units representing limited partner interests in the Partnership (the “Common Units”).

     To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Citi on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 45 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Common Units or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Common Units or other securities acquired in such open market transactions or (b) transfers of Common Units or any security convertible into Common Units as a bona fide gift; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Units, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence, or (c) the

B-1

establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Units, provided that such plan does not provide for the transfer of Common Units during the restricted period. In addition, the undersigned agrees that, without the prior written consent of Citi on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 45 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any Common Units or any security convertible into or exercisable or exchangeable for Common Units. The undersigned also agrees and consents to the entry of stop transfer instructions with the Partnership’s transfer agent and registrar against the transfer of the undersigned’s Common Units except in compliance with the foregoing restrictions.

     The undersigned understands that the Partnership and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

     Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Partnership and the Underwriters.

Very truly yours,
 

Name:  

B-2

EX-5.1

Exhibit 5.1

December 2, 2010

Spectra Energy Partners, LP
5400 Westheimer Court
Houston, Texas 77056

Ladies and Gentlemen:

     We have acted as counsel for Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the registration by the Partnership under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Partnership of up to 6,250,000 common units representing limited partner interests in the Partnership (the “Units”) pursuant to that certain Underwriting Agreement, dated December 2, 2010, relating to the offering and sale of the Units (the “Underwriting Agreement”) by and among Spectra Energy Partners GP, LLC (the “General Partner”), Spectra Energy Partners (DE) GP, LP, the Partnership, and the several underwriters named therein.

     In rendering the opinions set forth below, we have examined (i) the Registration Statement on Form S-3 (File No. 333-158097) with respect to the Units being sold by the Partnership (the “Registration Statement”); (ii) the Prospectus dated May 18, 2009 (the “Prospectus”) included in the Registration Statement; (iii) the prospectus supplement dated December 2, 2010 (the “Prospectus Supplement”); (iv) the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 2, 2007, as amended; (vi) the Underwriting Agreement; (vii) resolutions of the Board of Directors of the General Partner adopted on March 10, 2009 and November 29, 2010 and the pricing committee thereof dated December 1, 2010; and (viii) such other certificates, statutes and other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed.

     In connection with this opinion, we have assumed that all Units will be issued and sold in compliance in the manner stated in the Registration Statement and the applicable Prospectus.

     Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that when the Units have been issued and delivered in accordance with terms of the Underwriting Agreement, then the Units will be validly issued, fully paid and non-assessable, except as described in the Prospectus Supplement and the Prospectus.

     The opinions expressed herein are qualified in the following respects:

     A. We have assumed, without independent verification, that the certificates for the Units will conform to the specimens thereof examined by us and will have been duly countersigned by a transfer agent and duly registered by a registrar of the Units.

Vinson & Elkins LLP Attorneys at Law	First City Tower, 1001 Fannin Street, Suite 2500
Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston	Houston, TX 77002-6760
London Moscow New York Palo Alto Shanghai Tokyo Washington	Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

	December 2, 2010 Page 2

     B. We have assumed that (i) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original and all signatures on each such document are genuine and (ii) each certificate from governmental officials reviewed by us is accurate, complete and authentic, and all official public records are accurate and complete.

     C. This opinion is limited in all respects to the federal laws of the United States, the Delaware Revised Uniform Limited Partnership Act and the Constitution of the State of Delaware, as interpreted by the courts of the State of Delaware and of the United States. We are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

     We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our Firm under the heading “Legal Matters” in the Prospectus Supplement and the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,
 

/s/ Vinson & Elkins L.L.P.  

EX-8.1

Exhibit 8.1

December 2, 2010

Spectra Energy Partners, LP
5400 Westheimer Court
Houston, Texas 77056

     Re: Spectra Energy Partners, LP Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel for Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the offer and sale of common units representing limited partnership interests in the Partnership. We have also participated in the preparation of a prospectus dated May 18, 2009 and a prospectus supplement dated on or about the day hereof forming a part of the Registration Statement on Form S-3, as amended (the “Registration Statement”), to which this opinion is an exhibit. In connection therewith, we prepared the discussions (the “Discussions”) set forth under the caption “Material Tax Consequences” in the prospectus and under the caption “Material Tax Considerations” in the prospectus supplement.

     All statements of legal conclusions contained in the Discussions, unless otherwise noted, are our opinion with respect to the matters set forth therein as of the effective date of the Registration Statement. In addition, we are of the opinion that the Discussions with respect to those matters as to which no legal conclusions are provided is an accurate description of such federal income tax matters (except for the representations and statements of fact by the Partnership and its general partner included in the Discussions, as to which we express no opinion).

     We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Partnership and to the use of our name in the Registration Statement. This consent does not constitute an admission that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins LLP Attorneys at Law
Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston
London Moscow New York Palo Alto Shanghai Tokyo Washington First City Tower, 1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of November 29, 2010 by and among SPECTRA ENERGY PARTNERS, LP, a Delaware limited partnership, successor-by-merger to Spectra Energy Partners OLP, LP (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to Wachovia Bank, National Association, as the Agent, and the Lenders party hereto.

W I T N E S S E T H:

     WHEREAS, the Borrower, the Agent and the Lenders have entered into that certain Credit Agreement dated as of May 24, 2007, as amended by First Amendment to Credit Agreement dated September 30, 2007 (as amended, the “Original Credit Agreement”), for the purposes and consideration therein expressed, pursuant to which the Lenders committed to make and have made Loans thereunder; and

     WHEREAS, pursuant to Section 2.11 of the Original Credit Agreement, the Borrower has requested additional term loans; and

     WHEREAS, in connection with such additional term loans, the Borrower, the Agent and the Lenders party hereto desire to amend the Original Credit Agreement as provided herein;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Credit Agreement, in consideration of the outstanding Loans and Loans, including the additional term loans, which may hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I. — Definitions and References

     § 1.1. Terms Defined in the Original Credit Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Credit Agreement shall have the same meanings whenever used in this Amendment.

     § 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

          “Amendment” means this Second Amendment to Credit Agreement.

          “Amendment Documents” means this Amendment and the Series 2 Term Notes.

          “Credit Agreement” means the Original Credit Agreement as amended hereby.

1

ARTICLE II. — Amendments to Original Credit Agreement

     § 2.1. Definitions.

     (a) The following definitions in Section 1.1 of the Original Credit Agreement are hereby amended in their entirety to read as follows:

     “Account Control Agreement” means (i) the Cash Collateral Agreement and Securities Account Control Agreement dated July 2, 2007 among SunTrust Bank, as safekeeping intermediary, SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as securities intermediary, Borrower, as successor-in-interest to Spectra Energy Partners OLP, LP, and Agent, as amended, (ii) the Securities Account Control Agreement dated July 2, 2007 among KeyBanc Capital Markets, Inc., Borrower, as successor-in-interest to Spectra Energy Partners OLP, LP, and Agent, as amended, and (iii) the Account Control Agreement dated as of the Second Amendment Effective Date among Wells Fargo Securities LLC, Borrower and Agent.

     “Agency Service Address” means Wells Fargo Bank, National Association, as Agent, 201 South College Street, CP-8, Charlotte, North Carolina 28288-0680, or such other address as may be identified by written notice from the Agent to the Borrower and the Lenders.

     “Agent” means Wells Fargo Bank, National Association, successor-by-merger to Wachovia Bank, National Association, and any successors and assigns in such capacity.

     “Base Rate” means, for any day, the rate per annum equal to the greatest of (a) the Federal Funds Rate in effect on such day plus ¹/2 of 1%, (b) the Prime Rate in effect on such day and (c) with respect to Term Loans made on or after the Second Amendment Effective Date, the LIBOR Market Index Rate in effect on such day plus 1%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or, with respect to Term Loans made on or after the Second Amendment Effective Date, the LIBOR Market Index Rate, shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the LIBOR Market Index Rate, respectively.

     “Borrower” means Spectra Energy Partners, LP, a Delaware limited partnership, successor-by-merger to Spectra Energy Partners OLP, LP.

     “Cash Collateral Account” means, collectively (i) Safekeeping Account No. 476001743 with SunTrust Bank, as safekeeping intermediary under the Account Control Agreement; (ii) Securities Account No. 476001472 with SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as securities intermediary under the Account Control Agreement; (iii) Securities Account No. 88574661 with KeyBanc Capital Markets, Inc. as intermediary; and (iv) an account of the Borrower established and maintained with Wells Fargo Securities LLC identified by account number in the certificate to be delivered pursuant to Section 3.1(k) of the Second Amendment.

     “Credit Exposure” means, as applied to each Lender (a) at any time prior to the termination of the Commitments, the sum of (i) Commitment Percentage of such Lender multiplied by the Revolving Committed Amount plus (ii) the Series 2 Term Loan Commitment Percentage of such Lender multiplied by the principal balance of the outstanding Series 2 Term

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Loans and (b) at any time after the termination of the Commitments, the sum of (i) the principal balance of the outstanding Loans of such Lender plus (ii) such Lender’s Participation Interest in the face amount of outstanding Letters of Credit and Swingline Loans.

     “Credit Parties” means the Borrower.

     “Effective Date” means July 2, 2007.

     “Intermediary” means, either (i) collectively, SunTrust Bank, as safekeeping intermediary and SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as securities intermediary, or any successors thereto, (ii) KeyBanc Capital Markets Inc., or any successor thereto, or (iii) Wells Fargo Securities LLC, or any successor thereto, in each case under the Account Control Agreement to which it is a party.

     “Permitted Cash Collateral” means each of the following instruments and securities to the extent having maturities (for purposes of this definition, “maturities” shall mean (i) weighted average life for asset-backed securities, mortgage-backed securities, commercial mortgage-backed securities and collateralized mortgage obligations, and the next reset date for auction rate securities and (ii) with respect to mutual funds, the weighted average maturity of the investments it owns) not greater than 180 days from the date of acquisition thereof:

     (a) cash,

     (b) investments in money market mutual funds that are registered with the SEC and subject to Rule 2a-7 of the Investment Company Act of 1940 and have a net asset value of 1.0, provided, that in the event due to a Change in Law with respect to Rule 2a-7 such Rule 2a-7 ceases to require such funds to have a net asset value of 1.0, such funds shall comply with such alternate requirements as such Rule 2a-7 as revised may require.

     (c) U.S. Treasury Notes,

     (d) direct obligations of the United States and other obligations whose principal and interest is fully guaranteed by the United States,

     (e) money market instruments (including, but not limited to, commercial paper, banker’s acceptances, time deposits and certificates of deposits), other than instruments issued by affiliates of Lenders, rated A-1 by S&P or P-1 by Moody’s at the time of purchase,

     (f) obligations of corporations or other business entities (excluding structured obligations and obligations of any affiliates of Lenders) rated AAA by S&P, Aaa by Moody’s or AAA by Fitch at the time of purchase,

     (g) repurchase obligations that are collateralized no less than 100% (and, to the extent commercially available, not less than 102%) of market value (including accrued interest) by obligations of the U.S. government or one of its sponsored enterprises or agencies,

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     (h) municipal obligations issued by any state of the United States of America or any municipality or other political subdivision of any such state rated AAA by S&P, Aaa by Moody’s or AAA by Fitch at the time of purchase, and

     (i) shares in bond mutual funds that are registered under the Investment Company Act of 1940 that invest solely in the items set forth in (a)-(h) above and rated AAA by S&P, Aaa by Moody’s or AAA by Fitch at the time of purchase,

in each case above which is held in the Cash Collateral Account and is subject to the Account Control Agreement and in which the Agent has, on behalf of the Lenders, a first priority perfected security interest.

     Notwithstanding the above, at the time of purchase, no one issuer will be more than $30,000,000 of the value of the Permitted Cash Collateral. This rule excludes direct obligations of the United States, United States sponsored agencies and enterprises, money market funds, repurchase agreements and securities that have an effective maturity no longer than the next business day. United States sponsored agencies and enterprises are limited to the greater of 40% or $100,000,000 of the value of the Permitted Cash Collateral at time of purchase, per issuer. For purposes of calculating the amount of Permitted Cash Collateral on deposit in the Cash Collateral Account hereunder, Permitted Cash Collateral of an issuer that exceeds the $30,000,000 or the greater of 40% or $100,000,000 thresholds set forth above shall be excluded from such calculation.

     “Term Loans” means the initial Term Loans made in connection with Borrower’s initial public offering on the Effective Date and the 40-day period thereafter and the Series 2 Term Loans, and shall include additional term loans made pursuant to Section 2.11.

     “Term Loan Committed Amount” means the Series 2 Term Loan Committed Amount plus the committed amount of additional term loans made pursuant to Section 2.11.

     (b) Clause (a) of the definition of “Applicable Margin” set forth in Section 1.1 of the Original Credit Agreement is hereby amended in its entirety to read as follows:

     (a) with respect to Series 2 Term Loans, (x) for Eurodollar Loans, 0.20% and (y) for Base Rate Loans, 0.00%.

     (c) Clause (b) of the definition of “Revolving Committed Amount” set forth in Section 1.1 of the Original Credit Agreement is hereby amended in its entirety to read as follows: “(b) the outstanding principal amount of any Term Loans that provide for an automatic increase in the aggregate amount of the Revolving Committed Amount upon any prepayment thereof”.

     (d) Section 1.1 of the Original Credit Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order, to read as follows:

     “Revolving Lender” means each Lender with a Commitment with respect to the Revolving Committed Amount.

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     “Second Amendment” means that certain Second Amendment to Credit Agreement dated November 29, 2010 among Borrower, Agent and the Lenders party thereto amending this Agreement.

     “Second Amendment Effective Date” has the meaning set forth in Section 3.1 of the Second Amendment.

     “Series 2 Term Loans” has the meaning specified in Section 2.1(b).

     “Series 2 Term Loan Commitment Percentage” means, for each Series 2 Term Loan Lender, the percentage identified as its Series 2 Term Loan Commitment Percentage opposite such Series 2 Term Loan Lender’s name on Schedule 1.1, as such percentage may be modified by assignment.

     “Series 2 Term Loan Committed Amount” means an amount not to exceed TWO HUNDRED SEVENTY-FIVE MILLION DOLLARS ($275,000,000.00).

     “Series 2 Term Loan Lender” means each Lender with a Commitment with respect to the Series 2 Term Loan Committed Amount.

     “Series 2 Term Loan Maturity Date” means the third anniversary of the Second Amendment Effective Date.

     “Series 2 Term Loan Note” means the promissory notes of the Borrower in favor of each of the Series 2 Term Loan Lenders evidencing the Series 2 Term Loans provided pursuant to Section 2.1(b), individually or collectively, as appropriate, as such notes may be amended or modified from time to time and substantially in the form of Exhibit 2.9(b).

     § 2.2. Series 2 Term Loans. Section 2.1(b) of the Original Credit Agreement is hereby amended in its entirety, to read as follows:

     (b) Series 2 Term Loans. Subject to the terms and conditions set forth herein, and in the Second Amendment, each Series 2 Term Loan Lender severally agrees to make term loans to the Borrower in Dollars, at any time and from time to time during the period from the Second Amendment Effective Date to forty (40) days following the Second Amendment Effective Date (each a “Series 2 Term Loan” and collectively, the “Series 2 Term Loans”); provided, however, that (a) the Borrower may not request more than two (2) draws with respect to the Series 2 Term Loans, one of which must be on the Second Amendment Effective Date, (b) the sum of the aggregate amount of Series 2 Term Loans outstanding shall not exceed the Series 2 Term Loan Committed Amount and (c) with respect to each individual Series 2 Term Loan Lender, such Series 2 Term Loan Lender’s pro rata share of outstanding Series 2 Term Loans shall not exceed such Series 2 Term Loan Lender’s Series 2 Term Loan Commitment Percentage of the Series 2 Term Loan Committed Amount. Any amounts remaining under the Series 2 Term Loan Committed Amount subsequent to the date forty (40) days after the Second Amendment Effective Date shall no longer be available and the Series 2 Term Loan Lenders shall have no further obligation to fund any additional Series 2 Term Loans. Once repaid, Series 2 Term Loans may not be reborrowed; provided, this Section 2.1(b) shall not limit Borrower’s right to request additional term loans pursuant to Section 2.11 hereof. The Series 2 Term Loans shall not

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automatically increase the aggregate amount of the Revolving Committed Amount pursuant to Section 2.10(b) upon any prepayment of such Series 2 Term Loans in connection with a Permitted Acquisition or capital expenditure as provided in Section 3.2(a)(iii).

     § 2.3. Funding of Revolving Loans and Term Loans. The reference to “Commitment Percentage of the requested Revolving Loans or Term Loans, as applicable” in the second sentence of Section 2.4 of the Original Credit Agreement is hereby amended to refer instead to “Commitment Percentage of the requested Revolving Loans or Series 2 Term Loan Percentage of the requested Series 2 Term Loans, as applicable”.

     § 2.4. Automatic Increases in Revolving Committed Amount. The reference to “in order to prepay the Term Loans” in the first sentence of Section 2.10(b) of the Original Credit Agreement is hereby amended to refer instead to “in order to prepay the Term Loans, other than the Series 2 Term Loans”.

     § 2.5. Extension of Maturity Date. The reference to “Required Lenders” in clause (i) of the second sentence of Section 2.10(c) of the Original Credit Agreement is hereby amended to refer instead to “Revolving Lenders whose aggregate Commitment Percentages constitute more than 50% of the aggregate Commitment Percentages of all Revolving Lenders at such time, excluding Commitment Percentages of any Defaulting Lenders”, and clause (ii) thereof is hereby amended in its entirety to read as follows: “(ii) on the Maturity Date as it existed immediately before such extension (A) the Commitments of the dissenting Lenders with respect to the Revolving Committed Amount are terminated (which termination shall be effective automatically), (B) all amounts owing to such dissenting Lenders (other than the outstanding principal of any Series 2 Term Loans and accrued but unpaid interest thereon) are paid in full (which payments shall not be subject to Section 3.6(a)), and (C) the total Commitments with respect to the Revolving Committed Amount are permanently reduced by an amount equal to such dissenting Lenders’ Commitments with respect thereto so terminated, except to the extent that the Commitments of the dissenting Lenders with respect thereto are replaced pursuant to Section 2.10(a) and/or one or more Lenders agree(s) to increase their respective Commitment(s) with respect thereto”.

     § 2.6. Extension of Series 2 Term Loan Maturity Date. Section 2.10 of the Original Credit Agreement is hereby amended by adding a new subsection (d) at the end thereof, to read as follows:

     (d) Extension of Series 2 Term Loan Maturity Date. The Borrower may make unlimited requests for one-year extensions of the Series 2 Term Loan Maturity Date by delivering a written request for same to the Agent no earlier than 30 days prior to the first anniversary of the Second Amendment Effective Date and no later than 30 days prior to the Series 2 Term Loan Maturity Date (or previously extended Series 2 Term Loan Maturity Date pursuant hereto). Any such extension shall be effective if (i) consented to by Series 2 Term Loan Lenders whose aggregate outstanding principal balance of Series 2 Term Loans constitutes more than 50% of the aggregate outstanding principal balance of Series 2 Term Loans of all Term Loan Lenders at such time within thirty (30) days after such request, (ii) on the Series 2 Term Loan Maturity Date as it existed immediately before such extension (A) all outstanding principal of any Series 2 Term Loans of the dissenting Series 2 Term Loan Lenders, and accrued but unpaid interest thereon, is repaid in full (which payments shall not be subject to Section 3.6(a), except to the extent that the Series 2 Term Loans of the dissenting Lenders are assigned pursuant to Section 11.3(b) to one or more new or existing Series 2 Term Loan Lenders that

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have consented to such extension, (B) all other amounts owing to such dissenting Lenders (other than the outstanding principal of any Revolver Loans and accrued but unpaid interest thereon) are paid in full (which payments shall not be subject to Section 3.6(a)), (iii) all conditions precedent for a Loan or the issuance of a Letter of Credit set forth in Section 5.2 have been satisfied, and (iv) the Borrower does not withdraw its request for such extension before the Series 2 Term Loan Maturity Date (or previously extended Series 2 Term Loan Maturity Date pursuant hereto).

     § 2.7. Series 2 Term Loan Maturity. Section 3.3 of the Original Credit Agreement is hereby amended in its entirety, to read as follows:

     3.3 Payment of Loans in full at Maturity.

     On the Maturity Date, the entire outstanding principal balance of all Revolving Loans, together with accrued but unpaid interest thereon, and all other sums (other than the outstanding principal of any Series 2 Term Loans and accrued but unpaid interest thereon) owing under this Credit Agreement shall be due and payable in full, unless accelerated sooner pursuant to Section 9.2. On the Series 2 Term Loan Maturity Date, the entire outstanding principal balance of all Series 2 Term Loans, together with accrued but unpaid interest thereon and all other sums owing under this Credit Agreement, shall be due and payable in full, unless accelerated sooner pursuant to Section 9.2.

     § 2.8. Pro Rata Sharing. The reference to “Commitment Percentages” in the first sentence of Section 3.6 of the Original Credit Agreement is hereby amended to refer instead to “Commitment Percentages or Series 2 Term Loan Commitment Percentages, as applicable”.

     § 2.9. Replacement of Lenders. The reference to “or does not consent to a request to extent the Maturity Date pursuant to Section 2.10(c)” in the second sentence of Section 4.5 of the Original Credit Agreement is hereby amended to refer instead to “or, if such Lender is a Revolving Lender, does not consent to a request to extend the Maturity Date pursuant to Section 2.10(c), or, if such Lender is a Series 2 Term Loan Lender, does not consent to a request to extend the Series 2 Term Loan Maturity Date pursuant to Section 2.10(d)”.

     § 2.10. Use of Proceeds. Section 7.7 of the Original Credit Agreement is hereby amended by adding a new sentence at the end thereof, to read as follows:

The proceeds of the Series 2 Term Loans shall be used to prepay outstanding loans under the Revolver or intercompany loans from its Affiliates and/or make cash distributions to Spectra Energy Corp. to the extent permitted by Section 8.8(c).

     § 2.11. Cash Collateral. Clauses (i), (ii) and (iii) of the proviso at the end of the first sentence of Section 7.13(c) of the Original Credit Agreement are hereby amended in their entirety to read as follows:

(i) if the terms of the Term Loans secured by such Cash Collateral provide that the aggregate amount of the Revolving Committed Amount shall automatically increase pursuant to Section 2.10(b) upon any prepayment of such Term Loans in connection with a Permitted Acquisition or capital expenditure as provided in Section 3.2(a), then the Revolving Committed Amount shall be automatically increased (without the consent of the Lenders),

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(ii) in connection with any automatic increase in the Revolving Committed Amount pursuant to clause (i) above, a Revolving Loan shall be made to the Borrower, (iii) the proceeds of any such Revolving Loan made pursuant to clause (ii) above, or other cash, shall be applied to prepay the principal amount of the Term Loans in an amount equal to the amount of Cash Collateral liquidated or withdrawn,

     § 2.12. Investments. Section 8.7(a) of the Original Credit Agreement is hereby amended by adding the following at the end thereof: “or in the form of Permitted Cash Collateral deposited with Intermediary in the Cash Collateral Account as required pursuant to Section 7.13(b) in order to secure the Term Loans, in an amount up to the Required Collateral Amount”.

     § 2.13. Restricted Payments. Section 8.8(c) of the Original Credit Agreement is hereby amended in its entirety to read as follows:

     (c) cash distributions may be made with the proceeds of Term Loans and equity offerings, in each case in connection with transfers of assets from Spectra Energy Corp and/or its Affiliates to the Borrower and/or its Subsidiaries; provided, the amount of such distributions shall be less than or equal to the fair market value of the assets (net of any consideration given by the Borrower with respect to such assets) contributed to the Borrower in connection therewith, as determined by the Borrower in good faith;

     § 2.14. Lender Indemnification. The reference to “ratably according to its Commitment Percentage” in the first sentence of Section 10.7 of the Original Credit Agreement is hereby amended to refer instead to “ratably according to its Credit Exposure”.

     § 2.15. Commitment Percentages. As contemplated in Section 2.11 of the Original Credit Agreement with respect to additional Term Loans, Schedule 1.1 of the Original Credit Agreement is hereby amended in its entirety to read as set forth on Schedule 1.1 attached hereto.

     § 2.16. Form of Series 2 Term Note. Exhibit 2.9(b) to the Original Credit Agreement is hereby amended in its entirety to read as set forth on Exhibit 2.9(b) attached hereto.

     § 2.17. New Lender. Upon its execution and as of the effectiveness hereof, Morgan Stanley Senior Funding, Inc. shall be a party to the Credit Agreement and shall have the rights and obligations of a Series 2 Term Loan Lender thereunder.

ARTICLE III. — Conditions of Effectiveness

     § 3.1. Second Amendment Effective Date. This Amendment shall become effective on the date on or prior to January 14, 2011 on which the conditions set forth in this Section 3.1 shall have been fulfilled (or waived in the sole discretion of the Series 2 Term Loan Lenders) (the “Second Amendment Effective Date”):

     (a) Executed Credit Documents. Receipt by the Agent of duly executed copies of (i) this Amendment, (ii) the Series 2 Term Notes, and (iii) all other Credit Documents, each in form and substance acceptable to the Lenders.

     (b) Organizational Documents. Receipt by the Agent of the following:

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     (i) Partnership Documents. With respect to the Borrower, a copy of the partnership agreement of the Borrower, together with all amendments thereto certified to be true and complete by the appropriate Governmental Authority of the State of organization of the Borrower and certified by an Authorized Officer of the Borrower to be true and correct as of the Second Amendment Effective Date.

     (ii) Resolutions. Copies of resolutions, as appropriate, approving and adopting the Amendment Documents to which Borrower is a party, the transactions contemplated therein and authorizing execution and delivery thereof and certified by an Authorized Officer of the Borrower to be in full force and effect as of the Second Amendment Effective Date.

     (iii) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to the Borrower certified as of a recent date by the appropriate Governmental Authorities of the State of organization of the Borrower.

     (iv) Incumbency. An incumbency certificate certified by an Authorized Officer of the Borrower to be true and correct as of the Second Amendment Effective Date.

     (c) Opinion of Counsel. Receipt by the Agent of an opinion from legal counsel to the Borrower, addressed to the Agent on behalf of the Lenders and dated as of the Second Amendment Effective Date, in form and substance satisfactory to the Agent.

     (d) Collateral. Receipt by the Agent of (i) Permitted Cash Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Series 2 Term Loans on the Second Amendment Effective Date and (ii) such other documentation and information as required herein or by the Collateral Documents.

     (e) Fees and Expenses. Payment by the Borrower of all fees and expenses owed by it to the Lenders and the Agent.

     (f) Litigation; Environmental. As of the Second Amendment Effective Date: (i) there shall be no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or threatened against the Borrower which are likely to be decided adversely to the Borrower and if so decided would have a Material Adverse Effect, and (ii) except as would not reasonably be expected to result in a Material Adverse Effect: (A) each of the real properties owned or leased by the Borrower (the “Properties”) and all their operations at the Properties are in compliance with all applicable Environmental Laws, (B) there is no receipt of notice regarding violation of any Environmental Law with respect to the Properties or the businesses operated by the Borrower (the “Businesses”), and (C) there are no conditions relating to the Businesses that would reasonably be expected to give rise to a liability under any applicable Environmental Laws.

     (g) Material Adverse Effect. As of the Second Amendment Effective Date, no event or condition shall have occurred since the Effective Date that would have or would be reasonably expected to have a Material Adverse Effect.

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     (h) Certificate. The Agent shall have received a certificate or certificates executed by an Approved Officer of the Borrower, as of the Second Amendment Effective Date stating that (i) the Borrower is in compliance with all existing financial obligations, unless such non-compliance would not have a Material Adverse Effect, (ii) no action, suit, investigation or proceeding is pending or, to such officer’s knowledge, threatened in any court or before any arbitrator or governmental instrumentality that purports to affect the Borrower or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding is likely to be adversely determined and if adversely determined would be reasonably expected to have a Material Adverse Effect, (iii) the financial statements and information delivered to the Agent on or before the Second Amendment Effective Date were prepared in good faith and in accordance with GAAP and present fairly in all material respects on a pro forma basis the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such period, with a calculation of the Consolidated Leverage Ratio, based upon the Borrower’s financial statements as of the most recent Fiscal Quarter delivered pursuant to Section 5.1(f) hereof, after giving effect to the Series 2 Term Loans and identifying the Cash Collateral Accounts by name and account number, (iv) all consents and approvals of board of directors, equity holders, general partners, Governmental Authorities and third parties necessary in connection with the Credit Documents have been obtained, and (v) immediately after giving effect to this Credit Agreement, the other Credit Documents and all the transactions contemplated herein and therein to occur on such date, (A) no Default or Event of Default exists and (B) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects on and as of the date made.

     (i) Other. Receipt by the Series 2 Term Loan Lenders of such other documents, instruments, agreements or information as reasonably requested by any Series 2 Term Loan Lender.

     (j) Minimum Series 2 Term Loan Commitments. The aggregate amount of Commitments with respect to the Series 2 Term Loans of all Series 2 Term Loan Lenders on the Second Amendment Effective Date shall be not less than $165,000,000.

ARTICLE IV. — Representations and Warranties

     § 4.1. Representations and Warranties of Borrower. In order to induce the Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Agent and the Lenders that each of the following statements is true and correct on the date hereof and as of the Second Amendment Effective Date:

     (a) The representations and warranties made by the Credit Parties in the Credit Agreement (other than as set forth in Section 6.12 and 6.14 thereof) are true and correct in all material respects at and as if made as of the date hereof and at and as of the Second Amendment Effective Date (except to the extent such representations and warranties expressly and exclusively relate to an earlier date).

     (b) Neither the execution and delivery of the Amendment Documents, nor the consummation of the transactions contemplated herein and therein, nor performance of and compliance with the terms and provisions hereof and thereof by any Credit Party will (a) violate or

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conflict with any provision of its organizational documents or bylaws, (b) violate, contravene or conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, except as would not be reasonably expected to adversely affect any Credit Party’s ability to timely pay or perform the Obligations, or the validity or enforceability of the material terms of any Credit Document, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, except as would not be reasonably to have a Material Adverse Effect, or (d) result in or require the creation of any Lien upon or with respect to its properties other than the Liens under the Credit Agreement and under the Collateral Documents.

     (c) Each Credit Party (a) has the requisite power and authority to execute, deliver and perform this Amendment and the other Amendment Documents and to incur the obligations herein and therein provided for and (b) has been authorized by all necessary corporate, partnership or limited liability company action to execute, deliver and perform this Amendment and the other Amendment Documents.

     (d) This Amendment and the other Amendment Documents have been duly executed and delivered and constitute legal, valid and binding obligations of each Credit Party which is a party thereto enforceable against such Credit Party in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.

     (e) No Default or Event of Default exists or is continuing either prior to or after giving effect hereto.

     (f) Since the Effective Date, there has been no event or circumstance that, either individually or collectively, has had or would reasonably be expected to have a Material Adverse Effect.

ARTICLE V. — Miscellaneous

     § 5.1. Ratification of Agreement. The Original Credit Agreement as hereby amended is hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Credit Documents shall be deemed to refer to this Amendment also. The Credit Documents, as they may be affected hereby, to which the Borrower is a party, are hereby ratified and confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent, or any Lender under the Credit Agreement or any other Credit Documents, nor constitute a waiver of any provision of the Credit Agreement or any other Credit Documents.

     § 5.2. Survival of Agreements. All representations, warranties, covenants and agreements of the Borrower herein shall survive the execution and delivery of this Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or instrument, as applicable, delivered by the Borrower hereunder or under the Credit Agreement to the Agent and/or the Lenders shall be deemed to constitute representations and warranties by, or agreements and covenants of, the Borrower under this Amendment and under the Credit Agreement.

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     § 5.3. Credit Documents. This Amendment and each other Amendment Document is a Credit Document, and all provisions in the Credit Agreement pertaining to Credit Documents apply hereto and thereto.

     § 5.4. Governing Law. THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     § 5.5. Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment may be duly executed by facsimile or other electronic transmission.

     § 5.6. Entirety. This Amendment together with the other Amendment Documents and the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG LENDERS, AGENT AND BORROWER.

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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

SPECTRA ENERGY PARTNERS, LP, Borrower
By:	Spectra Energy Partners (DE) GP, LP
By:	Spectra Energy Partners GP, LLC
By:	/s/ Laura Buss Sayavedra
	Name:	Laura Buss Sayavedra
	Title:	Chief Financial Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to Wachovia Bank, National Association, as Agent
By:	/s/ Christina Faith
	Name:	Christina Faith
	Title:	Director

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LENDERS:	WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to Wachovia Bank, National Association
	By:	/s/ Christina Faith
		Name:	Christina Faith
		Title:	Director

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CITIBANK, N.A., as a Lender
By:	/s/ John Miller
	Name:	John Miller
	Title:	Vice President

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JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Juan Javellana
	Name:	Juan Javellana
	Title:	Vice President

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THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By:	/s/ Brian Williams
	Name:	Brian Williams
	Title:	Vice President

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SUNTRUST BANK, as a Lender
By:	/s/ Gregory C. Magnuson
	Name:	Gregory C. Magnuson
	Title:	Vice President

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BANK OF AMERICA, N.A., as a Lender
By:	/s/ William W. Stevenson
	Name:	William W. Stevenson
	Title:	Vice President

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BARCLAYS BANK PLC, as a Lender
By:	/s/ Kevin Cullen
	Name:	Kevin Cullen
	Title:	Director

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Lender
By:	/s/ William S. Rogers
	Name:	William S. Rogers
	Title:	Authorized Signatory

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CREDIT SUISSE, as a Lender
By:	/s/ Ari Bruger
	Name:	Ari Bruger
	Title:	Vice President
By:	/s/ Rahul Parmar
	Name:	Rahul Parmar
	Title:	Associate

22

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:	/s/ Philippe Sandmeier
	Name:	Philippe Sandmeier
	Title:	Managing Director
By:	/s/ Ming K Chu
	Name:	Ming K. Chu
	Title:	Vice President

23

ROYAL BANK OF CANADA, as a Lender
By:	/s/ Jason S. York
	Name:	Jason S. York
	Title:	Authorized Signatory

24

MORGAN STANLEY BANK, N.A., as a Lender
By:	/s/ Ryan Vetsch
	Name:	Ryan Vetsch
	Title:	Authorized Signatory
MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
By:	/s/ Sherrese Clarke
	Name:	Sherrese Clarke
	Title:	Vice President

25

UBS LOAN FINANCE LLC, as a Lender
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director
By:	/s/ April Varner-Nanton
	Name:	April Varner-Nanton
	Title:	Director

26

THE ROYAL BANK OF SCOTLAND, N.V., formerly known as ABN AMRO Bank N.V., as a Lender
By:	/s/ Michael Costello
	Name:	Michael Costello
	Title:	Director

27

KEYBANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Kevin D. Smith
	Name:	Kevin D. Smith
	Title:	Senior Vice President

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Schedule 1.1

Commitment Percentages

								Series 2
						Series 2		Term Loan
	Revolving		Commitment			Term Loan		Commitment
Name of Lender	Commitment		Percentage			Commitment		Percentage
Wells Fargo Bank, National Association	$	38,500,000		7.700000	%	$	37,125,000		13.500000	%
Citibank, N.A.	$	44,500,000		8.900000	%	$	37,125,000		13.500000	%
Credit Suisse	$	42,000,000		8.400000	%	$	13,750,000		5.000000	%
Barclays Bank PLC	$	37,000,000		7.400000	%	$	37,125,000		13.500000	%
Morgan Stanley Bank, N.A.	$	36,000,000		7.200000	%		—		—
Morgan Stanley Senior Funding, Inc.		—		—		$	37,125,000		13.500000	%
The Royal Bank of Scotland N.V., formerly known as ABN AMRO Bank N.V.	$	31,000,000		6.200000	%		—		—
Bank of America, N.A.	$	31,000,000		6.200000	%	$	37,125,000		13.500000	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch	$	31,000,000		6.200000	%		—		—
Deutsche Bank AG	$	31,000,000		6.200000	%	$	13,750,000		5.000000	%
JPMorgan Chase Bank, N.A.	$	31,000,000		6.200000	%	$	37,125,000		13.500000	%
The Royal Bank of Scotland plc	$	31,000,000		6.200000	%		—		—
SunTrust Bank	$	31,000,000		6.200000	%		—		—
UBS Loan Finance LLC	$	31,000,000		6.200000	%	$	13,750,000		5.000000	%
Merrill Lynch Bank USA	$	31,000,000		6.200000	%		—		—
KeyBank, National Association	$	20,000,000		4.000000	%		—		—
Royal Bank of Canada	$	3,000,000		0.600000	%	$	11,000,000		4.000000	%
Total	$	500,000,000		100	%	$	275,000,000		100	%

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EXHIBIT 2.9(b)

FORM OF SERIES 2 TERM LOAN NOTE

____________, ____

     FOR VALUE RECEIVED, SPECTRA ENERGY PARTNERS, LP, a Delaware limited partnership (“Borrower”), hereby promises to pay to the order of                      (the “Lender”), at the office of Wells Fargo Bank, National Association, successor-by-merger to Wachovia Bank, National Association (the “Agent”) as set forth in that certain Credit Agreement, dated as of May 24, 2007 among Borrower, as successor-by-merger to Spectra Energy Partners OLP, LP, the Lenders identified therein (including the Lender) and Agent (as amended or otherwise modified from time to time, the “Credit Agreement”), the aggregate unpaid principal amount of the Series 2 Term Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Series 2 Term Loan, at such office, in like money and funds, for the period commencing on the date of such Series 2 Term Loans until such Series 2 Term Loans shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

     This Note is one of the Series 2 Term Loan Notes referred to in the Credit Agreement and evidences the Series 2 Term Loans made by the Lender thereunder. The Lender shall be entitled to the benefits of the Credit Agreement. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.

     The Credit Agreement provides for the acceleration of the maturity of the Series 2 Term Loans evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of the Series 2 Term Loans upon the terms and conditions specified therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorney fees.

     Except as permitted by Section 11.3(b) of the Credit Agreement, this Note may not be assigned by the Lender to any other Person.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as of the date first above written.

SPECTRA ENERGY PARTNERS, LP, Borrower
By:	Spectra Energy Partners (DE) GP, LP
By:	Spectra Energy Partners GP, LLC
By:
	Name:
	Title:

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EX-99.1

Exhibit 99.1

Media
& Analysts:	Derick Smith
	(713) 627-4963
Date:	December 2, 2010

Spectra Energy Partners Announces Pricing of Public Offering of Common Units

HOUSTON — Spectra Energy Partners, LP (NYSE: SEP) (the “Partnership”) announced today that its public offering of 6,250,000 common units was priced at $32.87 per unit to the public. The Partnership expects the delivery of the units to occur on December 7, 2010. In addition, the underwriters have an overallotment option to purchase up to approximately 937,500 additional common units.

Assuming no exercise of the overallotment option, Spectra Energy Partners expects to receive net proceeds from the offering of approximately $200.7 million, after deducting the underwriting discount and estimated offering expenses payable by the Partnership, and including a capital contribution from its general partner to maintain its proportionate interest in the Partnership. The Partnership intends to use the net proceeds from this offering to repay an approximately $7.4 million loan owed to a subsidiary of Spectra Energy Corp (NYSE: SE) that it assumed in connection with the previously announced acquisition of an additional 24.5 percent interest in Gulfstream Natural Gas System, L.L.C. from Spectra Energy Corp (the “Acquisition”). The Partnership will use the remaining net proceeds from the offering to purchase qualifying investment grade securities, which will be assigned as collateral to secure a new term loan of an approximately equal principal amount. The proceeds of the term loan will be used to repay revolving borrowings under the Partnership’s revolving credit facility, which were incurred to fund a portion of the Acquisition.

Citi, BofA Merrill Lynch, Barclays Capital, J.P. Morgan, Morgan Stanley, and Wells Fargo Securities are acting act as joint book running managers for the offering. The offering is being made only by means of a prospectus supplement and accompanying base prospectus. A copy of the prospectus supplement and accompanying base prospectus related to the offering may be obtained from the underwriters as follows:

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Citi
Brooklyn Army Terminal
Attn: Prospectus Delivery Department
140 58th Street, 8th Floor,
Brooklyn, NY 11220
Telephone: 800-831-9146
Email: batprospectusdept@citi.com

BofA Merrill Lynch
4 World Financial Center
New York, New York 10080
Attn: Prospectus Department
Email: dg.prospectus_requests@baml.com

Barclays Capital
c/o Broadridge Financial Solution
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 888-603-5847
Email: Barclaysprospectus@broadridge.com

J.P. Morgan
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 866-803-9204

Morgan Stanley
Attn: Prospectus Department
180 Varick Street, 2nd Floor
New York, NY 10014
Telephone: 866-718-1649
Email: prospectus@morganstanley.com

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Wells Fargo Securities
Attn: Equity Syndicate Dept.
375 Park Avenue
New York, New York 10152
Telephone: 800-326-5897
Email: cmclientsupport@wellsfargo.com

An electronic copy of the preliminary prospectus supplement and the accompanying prospectus are available from the Securities and Exchange Commission’s (SEC) Web site at http://www.sec.gov.

The common units are being offered pursuant to an effective shelf registration statement that the Partnership previously filed with the SEC.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on our beliefs and assumptions. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to: state and federal legislative and regulatory initiatives that affect cost and investment recovery, have an effect on rate structure, and affect the speed at and degree to which competition enters the natural gas industries; outcomes of litigation and regulatory investigations, proceedings or inquiries; weather and other natural phenomena, including the economic, operational and other effects of hurricanes and storms; the timing and extent of changes in interest rates; general economic conditions, including the risk of a prolonged

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economic slowdown or decline, or the risk of delay in a recovery, which can affect the long-term demand for natural gas and related services; potential effects arising from terrorist attacks and any consequential or other hostilities; changes in environmental, safety and other laws and regulations; results and costs of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings and general market and economic conditions; increases in the cost of goods and services required to complete capital projects; growth in opportunities, including the timing and success of efforts to develop domestic pipeline, storage, gathering and other infrastructure projects and the effects of competition; the performance of natural gas transmission, storage and gathering facilities; the extent of success in connecting natural gas supplies to transmission and gathering systems and in connecting to expanding gas markets; the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; conditions of the capital markets during the periods covered by the forward-looking statements; and the ability to successfully complete merger, acquisition or divestiture plans; regulatory or other limitations imposed as a result of a merger, acquisition or divestiture; and the success of the business following a merger, acquisition or divestiture. These factors, as well as additional factors that could affect our forward-looking statements, are described in our filings that we make with the Securities and Exchange Commission (SEC), which are available via the SEC’s Web site at www.sec.gov. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. All forward-looking statements in this release are made as of the date hereof and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Spectra Energy Partners, LP (NYSE: SEP) is a Houston-based master limited partnership, formed by Spectra Energy Corp (NYSE: SE), that owns interests in natural gas transportation and storage assets in the United States, including more than 3,100 miles of transmission and gathering pipeline and approximately 49 billion cubic feet (Bcf) of natural gas storage. These assets are capable of transporting 3.26 Bcf of natural gas per day from growing supply areas to high demand markets.

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