##### 



Exhibit
3.1
  FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
SPECTRA ENERGY PARTNERS, LP




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##### 



TABLE OF CONTENTS
 ARTICLE I
    
    DEFINITIONS
    
    
    1Section 1.1
    
    Definitions
    
    
    1ARTICLE II
    
    ORGANIZATION
    
    
    17Section 2.5
    
    Powers
    
    
    18Section 2.7
    
    Term
    
    
    19Section 2.8
    
    Title to Partnership Assets
    
    
    19ARTICLE III
    
    RIGHTS OF LIMITED PARTNERS
    
    
    19Section 3.3
    
    Outside Activities of the Limited Partners
    
    
    20Section 3.4
    
    Rights of Limited Partners
    
    
    20ARTICLE IV
    
    CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
    
    
    20Section 4.1
    
    Certificates
    
    
    20Section 4.2
    
    Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    21Section 4.3
    
    Record Holders
    
    
    22Section 4.4
    
    Transfer Generally
    
    
    22Section 4.5
    
    Registration and Transfer of Limited Partner Interests
    
    
    22Section 4.6
    
    Transfer of the General Partners General Partner Interest
    
    
    23Section 4.7
    
    Transfer of Incentive Distribution Rights
    
    
    23Section 4.8
    
    Restrictions on Transfers
    
    
    24Section 4.9
    
    Tax Certifications; Ineligible Holders; Citizenship Certificates; Non-citizen Assignees
    
    
    25Section 4.10
    
    Redemption of Partnership Interests of Non-citizen and Ineligible Holders
    
    
    26ARTICLE V
    
    CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
    
    
    27Section 5.1
    
    Organizational Contributions
    
    
    27Section 5.2
    
    Contributions by the General Partner and its Affiliates
    
    
    27Section 5.3
    
    Contributions by Initial Limited Partners
    
    
    28Section 5.4
    
    Interest and Withdrawal of Capital Contributions
    
    
    28Section 5.5
    
    Capital Accounts
    
    
    28Section 5.6
    
    Issuances of Additional Partnership Securities
    
    
    30Section 5.7
    
    Conversion of Subordinated Units
    
    
    31Section 5.8
    
    Limited Preemptive Right
    
    
    32Section 5.9
    
    Splits and Combinations
    
    
    32Section 5.10
    
    Fully Paid and Non-Assessable Nature of Limited Partner Interests
    
    
    32Section 5.11
    
    Issuance of Class B Units in Connection with Reset of Incentive Distribution Rights
    
    
    33ARTICLE VI
    
    ALLOCATIONS AND DISTRIBUTIONS
    
    
    34Section 6.1
    
    Allocations for Capital Account Purposes
    
    
    34Section 6.2
    
    Allocations for Tax Purposes
    
    
    40Section 6.3
    
    Requirement and Characterization of Distributions; Distributions to Record Holders
    
    
    41Section 6.4
    
    Distributions of Available Cash from Operating Surplus
    
    
    42Section 6.5
    
    Distributions of Available Cash from Capital Surplus
    
    
    43Section 6.6
    
    Adjustment of Minimum Quarterly Distribution and Target Distribution Levels
    
    
    43Section 6.7
    
    Special Provisions Relating to the Holders of Subordinated Units and Class B Units
    
    
    44Section 6.8
    
    Special Provisions Relating to the Holders of Incentive Distribution Rights
    
    
    45Section 6.9
    
    Entity-Level Taxation
    
    
    45ARTICLE VII
    
    MANAGEMENT AND OPERATION OF BUSINESS
    
    
    45Section 7.1
    
    Management
    
    
    45Section 7.2
    
    Certificate of Limited Partnership
    
    
    47Section 7.3
    
    Restrictions on the General Partners Authority
    
    
    47Section 7.4
    
    Reimbursement of the General Partner
    
    
    47Section 7.5
    
    Outside Activities
    
    
    48Section 7.6
    
    Loans from the General Partner; Loans or Contributions from the Partnership or Group Members
    
    
    49Section 7.7
    
    Indemnification
    
    
    49Section 7.8
    
    Liability of Indemnitees
    
    
    50Section 7.9
    
    Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
    
    
    51
 i




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##### 



Section 7.10
    
    Other Matters Concerning the General Partner
    
    
    52Section 7.11
    
    Purchase or Sale of Partnership Securities
    
    
    53Section 7.12
    
    Registration Rights of the General Partner and its Affiliates
    
    
    53Section 7.13
    
    Reliance by Third Parties
    
    
    55ARTICLE VIII
    
    BOOKS, RECORDS, ACCOUNTING AND REPORTS
    
    
    55Section 8.1
    
    Records and Accounting
    
    
    55Section 8.2
    
    Fiscal Year
    
    
    56Section 8.3
    
    Reports
    
    
    56ARTICLE IX
    
    TAX MATTERS
    
    
    56Section 9.1
    
    Tax Returns and Information
    
    
    56Section 9.2
    
    Tax Elections
    
    
    56Section 9.3
    
    Tax Controversies
    
    
    57Section 9.4
    
    Withholding
    
    
    57ARTICLE X
    
    ADMISSION OF PARTNERS
    
    
    57Section 10.1
    
    Admission of Initial Limited Partners
    
    
    57Section 10.2
    
    Admission of Substituted Limited Partners
    
    
    57Section 10.3
    
    Admission of Successor General Partner
    
    
    58Section 10.4
    
    Admission of Additional Limited Partners
    
    
    58Section 10.5
    
    Amendment of Agreement and Certificate of Limited Partnership
    
    
    58ARTICLE XI
    
    WITHDRAWAL OR REMOVAL OF PARTNERS
    
    
    58Section 11.1
    
    Withdrawal of the General Partner
    
    
    58Section 11.2
    
    Removal of the General Partner
    
    
    60Section 11.3
    
    Interest of Departing General Partner and Successor General Partner
    
    
    60Section 11.4
    
    Termination of Subordination
Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages
    
    
    61Section 11.5
    
    Withdrawal of Limited Partners
    
    
    61ARTICLE XII
    
    DISSOLUTION AND LIQUIDATION
    
    
    62Section 12.1
    
    Dissolution
    
    
    62Section 12.2
    
    Continuation of the Business of the Partnership After Dissolution
    
    
    62Section 12.3
    
    Liquidator
    
    
    62Section 12.4
    
    Liquidation
    
    
    63Section 12.5
    
    Cancellation of Certificate of Limited Partnership
    
    
    63Section 12.6
    
    Return of Contributions
    
    
    64Section 12.7
    
    Waiver of Partition
    
    
    64Section 12.8
    
    Capital Account Restoration
    
    
    64ARTICLE XIII
    
    AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
    
    
    64Section 13.1
    
    Amendments to be Adopted Solely by the General Partner
    
    
    64Section 13.2
    
    Amendment Procedures
    
    
    65Section 13.3
    
    Amendment Requirements
    
    
    65Section 13.4
    
    Special Meetings
    
    
    66Section 13.5
    
    Notice of a Meeting
    
    
    66Section 13.6
    
    Record Date
    
    
    66Section 13.7
    
    Adjournment
    
    
    67Section 13.8
    
    Waiver of Notice; Approval of Meeting
    
    
    67Section 13.9
    
    Quorum and Voting
    
    
    67Section 13.10
    
    Conduct of a Meeting
    
    
    67Section 13.11
    
    Action Without a Meeting
    
    
    68Section 13.12
    
    Right to Vote and Related Matters
    
    
    68ARTICLE XIV
    
    MERGER, CONSOLIDATION OR CONVERSION
    
    
    68Section 14.1
    
    Authority
    
    
    68Section 14.2
    
    Procedure for Merger, Consolidation or Conversion
    
    
    69Section 14.3
    
    Approval by Limited Partners
    
    
    70Section 14.4
    
    Certificate of Merger
    
    
    71Section 14.5
    
    Effect of Merger, Consolidation or Conversion
    
    
    71ARTICLE XV
    
    RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
    
    
    72
 ii




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Section 15.1
    
    Right to Acquire Limited Partner Interests
    
    
    72ARTICLE XVI
    
    GENERAL PROVISIONS
    
    
    73Section 16.1
    
    Addresses and Notices; Written Communications
    
    
    73Section 16.2
    
    Further Action
    
    
    73Section 16.3
    
    Binding Effect
    
    
    73Section 16.4
    
    Integration
    
    
    74Section 16.5
    
    Creditors
    
    
    74Section 16.6
    
    Waiver
    
    
    74Section 16.7
    
    Third-Party Beneficiaries
    
    
    74Section 16.8
    
    Counterparts
    
    
    74Section 16.9
    
    Applicable Law
    
    
    74Section 16.10
    
    Invalidity of Provisions
    
    
    74Section 16.11
    
    Consent of Partners
    
    
    74Section 16.12
    
    Facsimile Signatures
    
    
    74
 iii




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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF SPECTRA ENERGY PARTNERS, LP
 Organizational Limited Partner
 
 Definitions
  Acquisition
 Additional Book Basis
   Additional Book Basis Derivative Items
 Additional Limited Partner
 Adjusted Capital Account
 1




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Adjusted Operating Surplus
 Adjusted Property
 Affiliate
 Aggregate Quantity of Class B Units
 Aggregate Remaining Net Positive Adjustments
 Agreed Allocation
 Agreed Value
 Agreement
 Assignee
 2




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Associate
 Available Cash
    Board of Directors
 Book Basis Derivative Items
 Book-Down Event
 Book-Tax Disparity
 Book-Up Event
 3




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Business Day
 Capital Account
 Capital Contribution
 Capital Improvement
 Capital Surplus
 Carrying Value
 Cause
 Certificate
 Certificate of Limited Partnership
 Citizenship Certification
 claim
 Class B Unit
 4




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Closing Date
 Closing Price
 Code
 Combined Interest
 Commission
 Commodity Hedge Contract
 Common Unit
 Common Unit Arrearage
 Conflicts Committee
 Contributed Property
 Contribution Agreement
 5




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Converted Common Units
 Cumulative Common Unit Arrearage
 Curative Allocation
 Current Market Price
 Delaware Act
 Departing General Partner
 Depositary
 Economic Risk of Loss
 Eligible Citizen
 Eligible Holder
 Estimated Incremental Quarterly Tax Amount
 Event of Withdrawal
 Expansion Capital Expenditures
 FERC
 Final Subordinated Units
 First Liquidation Target Amount
 6




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First Target Distribution
 Fully Diluted Basis
 General Partner
 General Partner Interest
 General Partner Unit
 Group
 Group Member
 Group Member Agreement
 Holder
 7




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IDR Reset Election
 Incentive Distribution Right
 Incentive Distributions
 Incremental Income Taxes
 Indemnified Persons
 Indemnitee
 Ineligible Holder
 Initial Common Units
 Initial Limited Partners
 Initial Offering
 Initial Unit Price
 Interest Rate Hedge Contract
 Interim Capital Transactions
 8




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Issue Price
 Limited Partner
 Limited Partner Interest
 Limited Partner Unit
 Liquidation Date
 Liquidator
 Maintenance Capital Expenditures
 Merger Agreement
 Minimum Quarterly Distribution
 National Securities Exchange
 9




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Net Agreed Value
 Net Income
 Net Loss
 Net Positive Adjustments
 Net Termination Gain
 Net Termination Loss
 Non-citizen Assignee
 Nonrecourse Built-in Gain
 Nonrecourse Deductions
 Nonrecourse Liability
 10




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Notice of Election to Purchase
 Omnibus Agreement
 Operating Expenditures
   Operating Partnership
 Operating Surplus
     11




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Opinion of Counsel
 Option Closing Date
 Organizational Limited Partner
 Outstanding
 Over-Allotment Option
 Partner Nonrecourse Debt
 Partner Nonrecourse Debt Minimum Gain
 Partner Nonrecourse Deductions
 Partners
 Partnership
 Partnership Group
 Partnership Interest
 12




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Partnership Minimum Gain
 Partnership Security
 Per Unit Capital Amount
 Percentage Interest
 Person
 Pro Rata
 Purchase Date
 Quarter
 Recapture Income
 Record Date
 Record Holder
 13




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Redeemable Interests
 Registration Statement
 Remaining Net Positive Adjustments
 Required Allocations
 Residual Gain Residual Loss
 Reset MQD
 Reset Notice
 Retained Converted Subordinated Unit
 Second Liquidation Target Amount
 Second Target Distribution
 Securities Act
 Securities Exchange Act
 Share of Additional Book Basis Derivative Items
 14




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Special Approval
 Subordinated Unit
 Subordination Period
   Subsidiary
 Substituted Limited Partner
 Surviving Business Entity
 Target Distributions
 Taxation Certification
 Third Liquidation Target Amount
 Third Target Distribution
 15




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Trading Day
 transfer
 Transfer Agent
 Transfer Application
 Underwriter
 Underwriting Agreement
 Unit
 Unit Majority
 Unitholders
 Unpaid MQD
 Unrealized Gain
 Unrealized Loss
 Unrecovered Initial Unit Price
 U.S. GAAP
 16




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Withdrawal Opinion of Counsel
 Construction.
  
 Formation.
  Name.
  Registered Office; Registered Agent; Principal Office; Other Offices.
  Purpose and Business.
  17




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Powers
  Power of Attorney.
      18




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Term
  Title to Partnership Assets
  
 Limitation of Liability.
  Management of Business.
  19




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Outside Activities of the Limited Partners.
  Rights of Limited Partners.
         
 Certificates.
  20




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Mutilated, Destroyed, Lost or Stolen Certificates.
         21




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Record Holders.
  Transfer Generally.
    Registration and Transfer of Limited Partner Interests.
   22




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Transfer of the General Partners General Partner Interest.
    Transfer of Incentive Distribution Rights.
 23




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##### 



Restrictions on Transfers.
        24




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Tax Certifications; Ineligible Holders; Citizenship Certificates; Non-citizen
Assignees.
      25




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Redemption of Partnership Interests of Non-citizen and Ineligible Holders.
     26




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Organizational Contributions.
  Contributions by the General Partner and its Affiliates.
   27




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##### 



Contributions by Initial Limited Partners.
    Interest and Withdrawal of Capital Contributions.
  Capital Accounts.
  28




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29
          Issuances of Additional Partnership Securities.
   30




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Conversion of Subordinated Units.
        31




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Limited Preemptive Right.
  Splits and Combinations.
     Fully Paid and Non-Assessable Nature of Limited Partner Interests.
  32




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##### 



Issuance of Class B Units in Connection with Reset of Incentive Distribution Rights.
     33




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##### 



Allocations for Capital Account Purposes.
        34




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35




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36
             37
               38




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39




---



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Allocations for Tax Purposes.
        40




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Requirement and Characterization of Distributions; Distributions to Record Holders.
     41




---



##### 



Distributions of Available Cash from Operating Surplus.
           42




---



##### 



Distributions of Available Cash from Capital Surplus.
  Adjustment of Minimum Quarterly Distribution and Target Distribution Levels.
  43




---



##### 



Special Provisions Relating to the Holders of Subordinated Units and Class B Units.
      44




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##### 



Special Provisions Relating to the Holders of Incentive Distribution Rights.
  Entity-Level Taxation.
  
 Management.
    45




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##### 



46




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##### 



Certificate of Limited Partnership.
  Restrictions on the General Partners Authority.
  Reimbursement of the General Partner.
   47




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##### 



to Section 4.6.
 Outside
   48




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Loans from the General Partner; Loans or Contributions from the Partnership or Group Members.
    Indemnification
  49




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##### 



Liability of Indemnitees.
  50




---



##### 



Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.
   51




---



##### 



Other Matters Concerning the General Partner.
   52




---



##### 



Purchase or Sale of Partnership Securities.
  Registration Rights of the General Partner and its Affiliates.
   53




---



##### 



54




---



##### 



Reliance by Third Parties.
  
  55




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##### 



Fiscal Year.
  Reports.
   
 Tax Returns and Information.
  Tax Elections.
  56




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##### 



Tax Controversies.
  Withholding.
  
 Admission of Initial Limited Partners.
  Admission of Substituted Limited Partners.
  57




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##### 



Admission of Successor General Partner.
  Admission of Additional Limited Partners.
      Amendment of Agreement and Certificate of Limited Partnership.
  
 Withdrawal of the General Partner.
 58




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##### 



59




---



##### 



Removal of the General Partner.
  Interest of Departing General Partner and Successor General Partner.
   60




---



##### 



Termination of Subordination Period, Conversion of Subordinated Units and
Extinguishment of Cumulative Common Unit Arrearages.
  Withdrawal of Limited Partners.
  61




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##### 



Dissolution
      Continuation of the Business of the Partnership After Dissolution.
      Liquidator.
 62




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##### 



Liquidation.
     Cancellation of Certificate of Limited Partnership.
  63




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##### 



Return of Contributions.
  Waiver of Partition.
  Capital Account Restoration.
  
 Amendments to be Adopted Solely by the General Partner.
       64




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##### 



Amendment Procedures.
  Amendment Requirements.
  65




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##### 



Special Meetings.
  Notice of a Meeting.
  Record Date.
  66




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##### 



Adjournment.
  Waiver of Notice; Approval of Meeting.
  Quorum and Voting.
  Conduct of a Meeting.
  67




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##### 



Action Without a Meeting.
  Right to Vote and Related Matters.
   
 Authority.
  68




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##### 



Procedure for Merger, Consolidation or Conversion.
          69




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##### 



Approval by Limited Partners.
     70




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##### 



Certificate of Merger.
  Effect of Merger, Consolidation or Conversion.
        71




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##### 



Right to Acquire Limited Partner Interests.
   72




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##### 



Addresses and Notices; Written Communications.
   Further Action.
  Binding Effect.
 73




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##### 



Integration.
  Creditors.
  Waiver.
  Third-Party Beneficiaries.
  Counterparts.
  Applicable Law.
  Invalidity of Provisions.
  Consent of Partners.
  Facsimile Signatures.
  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
 74




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IN WITNESS WHEREOF
 GENERAL PARTNER 
SPECTRA ENERGY PARTNERS (DE) GP, LPBy:
    SPECTRA ENERGY PARTNERS GP, LLC,its general partnerBy:
    /s/ C. Gregory HarperName:
    C. Gregory HarperTitle:

President
and Chief Executive OfficerORGANIZATIONAL LIMITED PARTNER
SPECTRA ENERGY TRANSMISSION, LLCBy:

/s/
Martha B. WyrschName:
    Martha B. WyrschTitle:
    President
and Chief Executive OfficerLIMITED PARTNERS:
All Limited Partners now and hereafter admitted as
Limited Partners of the Partnership, pursuant to
powers of attorney now and hereafter executed in
favor of, and granted and delivered to the General
Partner.
SPECTRA ENERGY PARTNERS (DE) GP, LPBy:
    Spectra Energy Partners GP, LLC,its general partnerBy:
    /s/ C. Gregory HarperName:
    C. Gregory HarperTitle:
    President
and Chief Executive Officer [Signature Page  First Amended & Restated Agreement of Limited Partnership of Spectra Energy Partners, LP]




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EXHIBIT A
to the First Amended and Restated
Agreement of Limited Partnership of
Spectra Energy Partners, LP
 Certificate Evidencing Common Units
Representing Limited Partner Interests in
Spectra Energy Partners, LP
 No.
    
    Common Units
    A-1




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##### 



Dated:
    
    
    
    Spectra Energy Partners, LPCountersigned and Registered by:
    
    
    
    By:
    
    Spectra Energy Partners (DE) GP, LP,
its General PartnerBy:
    
    Spectra Energy Partners GP, LLC,
its General PartnerBy:as Transfer Agent and Registrar
    
    
    
    Name:By:
    
    
    
    
    
    By:Authorized Signature
    
    
    
    
    
    Secretary
  ABBREVIATIONS
  TEN COM 
    
    as tenants in common
    
    
    
    UNIF GIFT/TRANSFERS MIN ACTTEN ENT 
    
    as tenants by the entireties
    
    
    
    Custodian(Cust)                                           (Minor)JT TEN 
    
    as joint tenants with right of survivorship
and not as tenants in common
    
    
    
    under Uniform Gifts/Transfers to CD Minors Act
(State)
  FOR VALUE RECEIVED,
    
    
    
    hereby assigns, conveys, sells and transfers unto(Please print or typewrite name and address of Assignee)
    
    
    
    (Please insert Social Security or
other identifying number of Assignee)
  Date:NOTE:
    
    
    The signature to any endorsement
hereon must correspond with the name
as written upon the face of this
Certificate in every particular,
without alteration, enlargement or
change.THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15
    
    
    (Signature)
(Signature)
 A-2




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APPLICATION FOR TRANSFER OF COMMON UNITS
 Spectra Energy
Partners, LP, c/o Spectra Energy Partners (DE) GP, LP, 5400 Westheimer Court, Houston, Texas,
77056; Attn: CFO
 Assignee Partnership
 Partnership Agreement
 
  
  
  
  
  
  o o o  o o
 
 (1)
    
    The Term Eligible Holder means (a) an individual or entity subject to United States
federal income taxation on the income generated by the Partnership; or (b) an entity not subject to
United States federal income taxation on the income generated by the Partnership, so long as all of
the entitys owners are subject to United States federal income taxation on the income generated by
the Partnership. Individuals or entities are subject to taxation, in the context of defining an
Eligible Holder, to the extent they are taxable on the items of income and gain allocated by the
Partnership or would be taxable on the items of income and gain allocated by the Partnership if
they had no offsetting deductions or tax credits unrelated to the ownership of the Common Units.
Schedule I below contains a list of various types of investors that are categorized and identified
as either Eligible Holders or Non-Eligible Holders. A-3




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##### 



If not an Individual (check one): o
 o
 o Important Note
  o o   o
    A.
    
    Individual Interestholder
 1.
    
    I am not a non-resident alien for purposes of U.S. income taxation.2.
    
    My U.S. taxpayer identification number (Social Security Number) is     .3.
    
    My home address is     .
 B.
    
    Partnership, Corporation or Other Interestholder
 1.
    
    is not a foreign corporation, foreign partnership, foreign trust (Name of Interestholder)
or foreign estate (as those terms are defined in the Code and Treasury Regulations).2.
    
    The interestholders U.S. employer identification number is     .3.
    
    The interestholders office address and place of incorporation (if applicable) is     .
    
  
  
   A-4




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##### 



SCHEDULE I
 Eligible Holders
  
    
    Individuals (U.S. or non-U.S.)
    
    C corporations (U.S. or non-U.S.)
    
    Tax exempt organizations subject to tax on unrelated business taxable income or
UBTI, including IRAs, 401(k) plans and Keough accounts
    
    S corporations with shareholders that are individuals, trusts or tax exempt
organizations subject to tax on UBTI
 Potentially Eligible Holders
  
    
    S corporations (unless they have ESOP shareholders*)
    
    Partnerships (unless their partners include mutual funds, real estate investment
trusts or REITs, governmental entities and agencies, S corporations with ESOP
shareholders* or other partnerships with such partners)
    
    Trusts (unless beneficiaries are not subject to tax)
 Non-Eligible Holders
  
    
    Mutual Funds
    
    REITs
    
    Governmental entities and agencies
    
    S corporations with ESOP shareholders*
 
 *
    
    S corporations with ESOP shareholders are S corporations with shareholders that include
employee stock ownership plans. A-5