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Exhibit 10.4
 
 GENERAL PARTNERSHIP AGREEMENT
 OF
 MARKET HUB PARTNERS HOLDING
 July 2, 2007




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    11.01
    
    Definitions
    
    
    11.02
    
    Interpretation
    
    
    8ARTICLE 2 ORGANIZATION
    
    
    82.01
    
    Formation
    
    
    82.02
    
    Name
    
    
    92.03
    
    Registered Office; Registered Agent; Principal Office
in the United States; Other Offices
    
    
    92.04
    
    Purposes
    
    
    92.05
    
    Foreign Qualification
    
    
    92.06
    
    Term
    
    
    9ARTICLE 3 PARTNERSHIP; DISPOSITIONS OF INTERESTS
    
    
    93.01
    
    Initial Partners
    
    
    93.02
    
    Representations, Warranties and Covenants
    
    
    93.03
    
    Dispositions and Encumbrances of Partnership Interests
    
    
    103.04
    
    Creation of Additional Partnership Interests
    
    
    113.05
    
    Access to Information
    
    
    113.06
    
    Confidential Information
    
    
    113.07
    
    Liability to Third Parties
    
    
    133.08
    
    Use of Partners Names and Trademarks
    
    
    13ARTICLE 4 CAPITAL CONTRIBUTIONS
    
    
    134.01
    
    Capital Contributions
    
    
    134.02
    
    Loans
    
    
    134.03
    
    No Other Contribution Obligations
    
    
    134.04
    
    Return of Contributions
    
    
    134.05
    
    Capital Accounts
    
    
    134.06
    
    Failure to Make a Capital Contribution
    
    
    13ARTICLE 5 DISTRIBUTIONS AND ALLOCATIONS
    
    
    135.01
    
    Distributions
    
    
    135.02
    
    Distributions on Dissolution and Winding Up
    
    
    135.03
    
    Allocations.
    
    
    135.04
    
    Varying Interests
    
    
    13ARTICLE 6 MANAGEMENT
    
    
    136.01
    
    Generally
    
    
    136.02
    
    Management Committee
    
    
    136.03
    
    Operations and Management Agreement
    
    
    136.04
    
    Conflicts of Interest
    
    
    136.05
    
    Indemnification for Breach of Agreement
    
    
    136.06
    
    General Regulatory Matters
    
    
    136.07
    
    Disclaimer Of Duties
    
    
    13ARTICLE 7 TAXES
    
    
    137.01
    
    Tax Returns
    
    
    137.02
    
    Tax Elections
    
    
    13




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7.03
    
    Tax Matters Partner
    
    
    13ARTICLE 8 BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
    
    
    138.01
    
    Maintenance of Books; Reports
    
    
    138.02
    
    Reports.
    
    
    138.03
    
    Bank Accounts
    
    
    13ARTICLE 9 WITHDRAWAL
    
    
    139.01
    
    No Right of Withdrawal
    
    
    139.02
    
    Deemed Withdrawal
    
    
    139.03
    
    Effect of Withdrawal
    
    
    13ARTICLE 10 DISPUTE RESOLUTION
    
    
    1310.01
    
    Disputes
    
    
    1310.02
    
    Negotiation to Resolve Disputes
    
    
    1310.03
    
    Selection of Arbitrator
    
    
    1310.04
    
    Conduct of Arbitration
    
    
    13ARTICLE 11 DISSOLUTION, WINDING UP AND TERMINATION
    
    
    1311.01
    
    Dissolution
    
    
    1311.02
    
    Winding Up and Termination
    
    
    1311.03
    
    Deficit Capital Accounts
    
    
    1311.04
    
    Certificate of Cancellation
    
    
    13ARTICLE 12 GENERAL PROVISIONS
    
    
    1312.01
    
    Offset
    
    
    1312.02
    
    Notices
    
    
    1312.03
    
    Entire Agreement; Superseding Effect
    
    
    1312.04
    
    Effect of Waiver or Consent
    
    
    1312.05
    
    Amendment or Restatement
    
    
    1312.06
    
    Binding Effect
    
    
    1312.07
    
    Governing Law; Severability
    
    
    1312.08
    
    Further Assurances
    
    
    1312.09
    
    Waiver of Certain Rights
    
    
    1312.10
    
    Counterparts
    
    
    13
 EXHIBITS:




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GENERAL PARTNERSHIP AGREEMENT
OF
MARKET HUB PARTNERS HOLDING
 Agreement SEP MHP SEPL MHP SET MHP
 RECITALS
   ARTICLE 1
DEFINITIONS
 Definitions.
 Certain Definitions.
 AAA
 Act Del. C. et seq
 Additional Contribution
 Additional Contribution Partner
 Affiliate




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Affiliates Outside Activities
 Agreement
 Alternate Representative
 Arbitration Notice
 Arbitrator
 Assignee
 Authorizations
 Available Cash
  provided however
  2




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Bankruptcy Bankrupt
 Breaching Partner
 Business Day
 Capital Account
 Capital Budget
 Capital Call
 Capital Contribution
 Certificate
 Claim
 3




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Code
 Confidential Information
    Contributing Partner
 Control
  4




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Day
 Deemed Tax Disposition
 Default
    Default Rate The Wall Street Journal plus
 Dispose, Disposing Disposition
 5




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Disposing Partner
 Dispute
 Dispute Notice
 Disputing Partner
 Dissolution Event
 Effective Date
 Encumber, Encumbering Encumbrance
 Facilities
 FERC
 Governmental Authority Governmental
 including
 Initial Facilities
 Law
 Majority Interest
 Management Committee
 6




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Non-Contributing Partner
 O&M Agreement
 Officer
 Omnibus Agreement
 Operator
 Parent
 Partner
 Partnership
 Partnership Interest
 Person
 Priority Interest
 Priority Interest Sharing Ratio
 Quarter
 Representative
 Securities Act
 Sharing Ratio
 7




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Sole Discretion
 Storage Agreement
 Tax Matters Partner
 Term
 Treasury Regulations
 Withdraw, Withdrawing or Withdrawal
 Withdrawn Partner
 Other Terms.
 Interpretation
 ARTICLE 2
ORGANIZATION
 Formation
 8




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Certificate
 Name
 Registered Office; Registered Agent; Principal Office in the United States; Other Offices
 Purposes
 Foreign Qualification
 Term Term
 ARTICLE 3
PARTNERSHIP; DISPOSITIONS OF INTERESTS
 Initial Partners
 Representations, Warranties and Covenants
 9




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Dispositions and Encumbrances of Partnership Interests
 Disposing Partner
  10




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Creation of Additional Partnership Interests
 Access to Information
 Confidential Information
    11




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12




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Liability to Third Parties
 Use of Partners Names and Trademarks
 13




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ARTICLE 4
CAPITAL CONTRIBUTIONS
 Capital Contributions
 Capital Call
       Loans
  14




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No Other Contribution Obligations
 Return of Contributions
 Capital Accounts
  15




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Failure to Make a Capital Contribution
 General Non-Contributing Partner Contributing Partner
 16




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Additional Contribution Additional
Contribution Partners
  Priority Interest
 Priority Interest Sharing Ratio
 17




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Permanent Contribution
 Further Assurance
 18




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ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS
 Distributions
 Distributions on Dissolution and Winding Up
 Allocations
    Varying Interests
 19




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ARTICLE 6
MANAGEMENT
 Generally
 Management Committee
 Representatives
 Designation Representative Alternate
Representative Representative
 Authority
 DISCLAIMER OF DUTIES; INDEMNIFICATION
 20




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Attendance
 Procedures
 Time and Place of Meetings
 Quorum
 Voting
 Voting by Sharing Ratios; Voting Thresholds
 21




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Majority Interest
 DISCLAIMER OF DUTIES
 Exclusion of Certain Partners and Their Sharing Ratios
 Action by Written Consent
 Meetings by Telephone
 Matters Requiring Management Committee Approval
 Unanimous Interest
  22




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Majority Interest
       Subcommittees
 23




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Officers
 Operations and Management Agreement O&M Agreement
 Conflicts of Interest Affiliates Outside Activities
 Indemnification for Breach of Agreement
 General Regulatory Matters
 24




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Disclaimer Of Duties
 ARTICLE 7
TAXES
 Tax Returns
 Tax Elections
      25




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Tax Matters Partner
 Tax Matters Partner
      26




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ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
 Maintenance of Books; Reports
 Reports
         27




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Bank Accounts
 ARTICLE 9
WITHDRAWAL
 No Right of Withdrawal
 Deemed Withdrawal
    28




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Effect of Withdrawal Withdrawn Partner
       29




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ARTICLE 10
DISPUTE RESOLUTION
 Disputes Dispute Disputing Partner
 Negotiation to Resolve Disputes Dispute Notice
   AAA Arbitration
Notice
 Selection of Arbitrator
 30




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Conduct of Arbitration
 31




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ARTICLE 11
DISSOLUTION, WINDING UP AND TERMINATION
 Dissolution Dissolution Event
     Winding Up and Termination
    32




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Deficit Capital Accounts
 Certificate of Cancellation
 33




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ARTICLE 12
GENERAL PROVISIONS
 Offset
 Notices
 Entire Agreement; Superseding Effect
 Effect of Waiver or Consent
 Amendment or Restatement
 Binding Effect
 34




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Governing Law; Severability THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE
THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER
JURISDICTION. WITHOUT LIMITING THE PROVISIONS OF ARTICLE 10, A PARTNER MAY BRING AN ACTION ARISING
UNDER OR RELATING TO THIS AGREEMENT, IF AT ALL, ONLY IN COURTS OF THE STATE OF DELAWARE OR (IF IT
HAS JURISDICTION) THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE.
 Further Assurances
 Waiver of Certain Rights
 Counterparts
 [Signature page follows.]
 35




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PARTNERS:Spectra Energy MHP Holding, LLCBy:
    
    Spectra
    
    Energy Transmission, LLC,its sole memberBy:
    
    /s/ Martha B. WyrschName:
    
    Martha B. WyrschTitle:
    
    President and Chief Executive OfficerSpectra Energy Southeast MHP Holding, LLCBy:
    
    Spectra
    
    Energy Southeast Pipeline Corporation,its sole memberBy:
    
    /s/ William S. Garner, Jr.Name:
    
    William S. Garner, Jr.Title:
    
    Vice President, General Counsel and
SecretarySpectra Energy Partners MHP Holding, LLCBy:
    
    Spectra
    
    Energy Partners OLP, LP,its sole memberBy:
    
    /s/ C. Gregory HarperName:
Title:
    
    C. Gregory Harper
President and Chief Executive Officer
 [Signature Page to General Partnership Agreement of Market Hub Partners Holding]




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EXHIBIT A
 PARTNERS
 Representative andAlternativeName and Address
    
    Sharing Ratio
    
    Parent
    
    RepresentativeSpectra Energy Partners MHP Holding, LLC
5400 Westheimer Court
Houston, Texas 77056-5310
Attn: Lon C. Mitchell
Fax: (713) 627-6012
    
    
    50
    %
    
    Spectra Energy
Partners, LP
    
    Lon C. Mitchell 
Representative 
C.
Gregory Harper 
Alternative
RepresentativeSpectra Energy MHP Holding, LLC
5400 Westheimer Court
Houston, Texas 77056-5310
Attn: [          ]
Fax: [          ]
    
    
    49.9
    %
    
    Spectra Energy Corp
    
    [          ] 
Representative 
[          ]

Alternative
RepresentativeSpectra Energy Southeast MHP
Holding, LLC
5400 Westheimer Court
Houston, Texas 77056-5310
Attn: [          ]
Fax: [          ]
    
    
    0.1
    %
    
    Spectra Energy Corp
    
    [          ] 
Representative 
 
[          ]

Alternative
Representative
 Exhibit A - Page 1




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EXHIBIT B
 INITIAL FACILITIES
    Exhibit B - Page 1