**Exhibit 10.1**TO: The Lenders under the Credit Agreement dated as of May 24, 2007 (the “CreditAgreement”) among Spectra Energy Partners OLP, LP (“Borrower”), Spectra EnergyPartners, LP (“Parent Guarantor”), the Lenders party thereto and Wachovia Bank,National Association, as AgentSeptember 30, 2007**FIRST AMENDMENT TO CREDIT AGREEMENT**Ladies and Gentlemen:     Pursuant to clause (d) of the first sentence of the definition of “Consolidated EBITDA” inSection 1.1 of the Credit Agreement, cash dividends actually received from unconsolidatedsubsidiaries of the Parent or other Persons during the period are included in the calculationthereof for such period. Borrower has requested that such clause be amended such that cashdividends actually received from unconsolidated subsidiaries within thirty (30) days after the lastday of a fiscal quarter that are attributable to operations during such prior fiscal quarter alsobe included in such calculation for such prior fiscal quarter.     In addition, Qualified Projects are defined in Section 1.1 of the Credit Agreement as certaincapital projects of the Borrower or any of its Subsidiaries. Borrower has requested that certaincapital projects of unconsolidated subsidiaries also be included in such definition.     Borrower, Agent and Required Lenders hereby agree as follows:     1. Amendment to Consolidated EBITDA.     Clause (d) of the first sentence of the definition of “Consolidated EBITDA” in Section1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:(d) the amount of cash dividends actually received during such period by the Parenton a consolidated basis from unconsolidated subsidiaries of the Parent or otherPersons; provided, any such cash dividends actually received within thirty daysafter the last day of any fiscal quarter attributable to operations during suchprior fiscal quarter shall be deemed to have been received during such prior fiscalquarter and not in the fiscal quarter actually received.     2. Amendments to Qualified Project; Qualified Project EBITDA Adjustment.     The reference to “Borrower or any of its Subsidiaries” in the definition of “QualifiedProject” in Section 1.1 of the Credit Agreement is hereby amended to refer instead to“Borrower, any of its Subsidiaries, or any unconsolidated subsidiary of Parent”.     The definition of “Qualified Project EBITDA Adjustment” in Section 1.1 of the CreditAgreement is hereby amended by adding a new paragraph at the end thereof, to read asfollows:Any Qualified Project EBITDA Adjustment with respect to any Qualified Project of anunconsolidated subsidiary of Parent shall be determined as set forth above,       1 Spectra First Amendment
 

 
based upon the projected (prior to the Commercial Operation Date) and actual (on andafter the Commercial Operation Date) cash dividends projected to be received oractually received by the Parent from such unconsolidated subsidiary.     Borrower hereby represents and warrants that (i) the representations and warranties made bythe Credit Parties in the Credit Agreement (other than as set forth in Section 6.12 and 6.14thereof) are true and correct in all material respects at and as if made as of the date hereof(except to the extent such representations and warranties expressly and exclusively relate to anearlier date) and (ii) no Default or Event of Default exists or is continuing either prior to orafter giving effect hereto.     The Credit Agreement as hereby amended is hereby ratified and confirmed in all respects,effective as of September 30, 2007. The Credit Documents, as they may be amended or affectedhereby, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreementin any Credit Document shall be deemed to be a reference to the Credit Agreement as hereby amended.The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under theCredit Agreement or any other Credit Document nor constitute a waiver of any provision of theCredit Agreement or any other Credit Document. Capitalized terms defined in the Credit Agreementshall have the same meanings whenever used herein. This Amendment is a Credit Document, and allprovisions in the Credit Agreement pertaining to Credit Documents apply hereto.     This Amendment shall be governed by and construed in accordance the laws of the State of NewYork and any applicable laws of the United States of America in all respects, includingconstruction, validity and performance.     **THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THEPARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.**     Please execute a copy of this letter in the space provided below to evidence your consenthereto. This Amendment shall become effective as of the date hereof upon consent of RequiredLenders. This Amendment may be separately executed in counterparts and by the different partieshereto in separate counterparts, each of which when so executed shall be deemed to constitute oneand the same Amendment. This Amendment may be validly executed by facsimile or other electronictransmission.      WACHOVIA BANK, NATIONAL ASSOCIATION,