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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
 
 SPECTRA ENERGY PARTNERS, LP
  Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    001-33556
(Commission
File Number)
    
    41-2232463
(IRS Employer
Identification No.)
 5400 Westheimer Court
Houston, TX 77056
 (713) 627-5400
  o
 o
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Item 1.01 Entry Into a Material Definitive Agreement.
 General
   Credit Agreement




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Contribution, Conveyance and Assumption Agreement
  Omnibus Agreement
  i.
    
    The Partnerships obligation to reimburse Spectra Energy
for the payment of
direct operating expenses it incurs on the Partnerships behalf in connection with
the Partnerships business and operations;ii.
    
    The Partnerships obligation to reimburse Spectra Energy for providing
the Partnership allocated corporate, general and administrative services, which
reimbursement is capped at $3.0 million per year, subject to adjustment for
inflation and increases in connection with expansions of the Partnerships
operations through the acquisition or construction of new assets or businesses with
the concurrence of its conflicts committee; andiii.
    
    Spectra Energys obligation to indemnify the Partnership for certain
liabilities and the Partnerships obligation to indemnify Spectra Energy for certain
liabilities.
  Long-Term Incentive Plan
    Market Hub General Partnership Agreement
    Relationships




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Item 2.01 Completion of Acquisition or Disposition of Assets.
 Contribution, Conveyance and Assumption Agreement
  i.
    
    the transfer of interests in East Tennessee, Gulfstream Natural Gas
System, L.L.C. and Market Hub to the Partnership and its subsidiaries;ii.
    
    the issuance of the incentive distribution rights to the General Partner
and the continuation of its 2.0% general partner interest in the Partnership;iii.
    
    the Partnerships issuance of 34,629,880 Common Units and 21,638,730
subordinated units to subsidiaries of Spectra Energy in exchange for
the contributed interests; andiv.
    
    the Partnerships redemption of 1,500,000 Common Units
issued to subsidiaries of Spectra Energy in exchange for the net
proceeds received by the Partnership from the issuance of 1,500,000
additional Common Units pursuant to the Option.
   Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
  Item 3.02 Unregistered Sales of Equity Securities.
  Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.




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Item 9.01 Financial Statements and Exhibits.
 (d)      Exhibits
 Exhibit 
Number
    
    DescriptionExhibit 3.1
    
    First Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP.Exhibit 3.2
    
    First Amended and Restated Agreement of Limited Partnership Agreement of Spectra Energy Partners (DE) GP, LP.Exhibit 3.3
    
    First Amended and Restated Limited Liability Agreement of Spectra Energy Partners GP, LLC.Exhibit 10.1
    
    Contribution, Conveyance and Assumption Agreement, dated July 2, 2007, by and among Spectra Energy
Partners, LP, Spectra Energy Partners OLP, LP, Spectra Energy Partners GP, LLC, Spectra Energy
Partners OLP GP, LLC, Spectra Energy Partners (DE) GP, LP, Spectra Energy Transmission, LLC, Spectra
Energy Southeast Pipeline Corporation, East Tennessee Natural Gas, LLC, Egan Hub Storage, LLC, Moss Bluff
Hub, LLC and Market Hub Partners Holding, LLC.Exhibit 10.2
    
    Omnibus Agreement, dated July 2, 2007, by and among Spectra Energy Partners, LP, Spectra Energy
Partners (DE) GP, LP, Spectra Energy Partners GP, LLC and Spectra Energy Corp.Exhibit 10.3
    
    Long Term Incentive Plan of Spectra Energy Partners, LP.Exhibit 10.4
    
    General Partnership Agreement of
Market Hub Partners Holding.




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SIGNATURES
  SPECTRA ENERGY PARTNERS, LPBy:
    Spectra Energy Partners (DE) GP, LP,its general partnerBy:
    Spectra Energy Partners GP, LLC,its general partnerDated: July 9, 2007
    By:
    /s/ C. GREGORY HARPERC. Gregory HarperPresident and Chief Executive Officer




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EXHIBIT INDEX
 Exhibit 
Number
    
    DescriptionExhibit 3.1
    
    First Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP.Exhibit 3.2
    
    First Amended and Restated Agreement of Limited Partnership Agreement of Spectra Energy Partners (DE) GP, LP.Exhibit 3.3
    
    First Amended and Restated Limited Liability Agreement of Spectra Energy Partners GP, LLC.Exhibit 10.1
    
    Contribution, Conveyance and Assumption Agreement, dated July 2, 2007, by and among Spectra Energy
Partners, LP, Spectra Energy Partners OLP, LP, Spectra Energy Partners GP, LLC, Spectra Energy
Partners OLP GP, LLC, Spectra Energy Partners (DE) GP, LP, Spectra Energy Transmission, LLC, Spectra
Energy Southeast Pipeline Corporation, East Tennessee Natural Gas, LLC, Egan Hub Storage, LLC, Moss Bluff
Hub, LLC and Market Hub Partners Holding, LLC.Exhibit 10.2
    
    Omnibus Agreement, dated July 2, 2007, by and among Spectra Energy Partners, LP, Spectra Energy
Partners (DE) GP, LP, Spectra Energy Partners GP, LLC and Spectra Energy Corp.Exhibit 10.3
    
    Long Term Incentive Plan of Spectra Energy Partners, LP.Exhibit 10.4
    
    General Partnership Agreement of
Market Hub Partners Holding.