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Exhibit
10.1
 CONTRIBUTION, CONVEYANCE  AND ASSUMPTION AGREEMENT
 THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT SPECTRA ENERGY PARTNERS, LP MLP SPECTRA ENERGY PARTNERS OLP, LP OLP SPECTRA ENERGY PARTNERS GP, LLC SEP GP LLC SPECTRA ENERGY PARTNERS OLP GP, LLC OLP GP SPECTRA ENERGY PARTNERS (DE) GP, LP SEP GP LP SPECTRA
ENERGY TRANSMISSION, LLC SET SPECTRA ENERGY
SOUTHEAST PIPELINE CORP SESPC SPECTRA ENERGY CAPITAL LLC Spectra Capital EAST TENNESSEE NATURAL GAS, LLC East Tennessee EGAN HUB STORAGE, LLC Egan MOSS BLUFF HUB LLC Moss Bluff MARKET HUB PARTNERS HOLDING, LLC Market Hub Parties
 RECITALS
 Delaware LP Act
  Delaware LLC Act
  SET MLP Interest




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SET
MHP
 SESPC MHP
 SEP MHP
 GP
MHP
     Closing Time 
 Copiah County Line TPC
  2




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Market Hub GP
Interest
 Market Hub Remainder Interest
   Deferred Consideration
  Gulfstream GP
Interest Interest
 Market Hub GP
  3




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Initial Recourse Debt
 Gulfstream
Remainder Interest
      Securities
 4




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Redemption Price
     ARTICLE 1  DEFINITIONS
  Agreement
 Common Unit
  Credit Agreement
 Effective Time
 IDRs
 MLP
  Offering 
 5




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Omnibus Agreement
 Partnership Agreement
  Partnership Group 
  Registration Statement 
 Sub Unit
  Term Loan Capacity 
 Underwriters
 ARTICLE 2  CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
 Distribution of Working Capital Assets by East Tennessee
 Distribution of Working Capital Assets by Egan
 Distribution of Working Capital Assets by Moss Bluff
 Distribution of Copiah by Market Hub
 Distribution of County Line by Market Hub
 6




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Distribution of TPC by Market Hub
 Indemnification by MLP and SESPC of East Tennessee Indebtedness
 Conveyance of SEP GP LP Limited Partner Interest to SESPC
 Conveyance of MLP Limited Partner Interest to SESPC
 Conveyance of 0.1% Market Hub Member Interest to SESPC MHP
 Conveyance of 49.9% Market Hub Member Interest to SET MHP
 Conveyance of Market Hub GP Interest to GP MHP
 7




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Conveyance of Market Hub Remainder Interest to SEP MHP
 Conveyance of GP MHP Member Interest to SEP GP LLC
 Conveyance of East Tennessee Member Interest to SESPC
 Conveyance of SESPC MHP to SESPC
 Conveyance of SEP MHP to MLP
 Conveyance of GP MHP Member Interest to SEP GP LP
 Contribution of Gulfstream GP Interest to SEP GP LP
 8




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Conversion of Market Hub to Market Hub GP
 Contribution of the Interest by SEP GP LP to MLP
 Contribution of East Tennessee Member Interest and Gulfstream Remainder
Interest to MLP
 Payment of Deferred Consideration
 Redemption of SET MLP Interest; Distribution to SEP GP LP
 Public Cash Contribution
 Payment of Transaction Costs
 9




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Contribution of Member Interest in Gulfstream, East Tennessee, SEP MHP, GP
MHP and Cash to OLP
 Merger of GP MHP with and into SEP MHP
 Purchase of Securities by OLP and Incurrence of Initial Recourse Debt by
OLP
 Distribution of Proceeds from Initial Recourse Debt by OLP to MLP
 Distribution of Cash by MLP to SEP GP LP
 Redemption of Common Units
 Loan of Cash by SEP GP LP to Spectra Capital Exhibit A
 Distribution of Cash by SEP GP LP to SEP GP LLC
 10




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ARTICLE 3  ADDITIONAL TRANSACTIONS
  ARTICLE 4  TITLE MATTERS
 Encumbrances .
 Assets
  Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws.
  11




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12




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ARTICLE 5  FURTHER ASSURANCES
 Further Assurances
 Other Assurances
 ARTICLE 6  EFFECTIVE TIME
  13




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ARTICLE 7  MISCELLANEOUS
 Order of Completion of Transactions
 Costs
 Headings; References; Interpretation
 Successors and Assigns
 No Third Party Rights
 14




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Counterparts
 Governing Law
 Severability
 Amendment or Modification
 Integration
 Deed; Bill of Sale; Assignment.
  15




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SPECTRA ENERGY PARTNERS, LPBy:
    Spectra Energy Partners (DE) GP, LP, its general
partnerBy:
    Spectra Energy Partners GP, LLC, its
general partnerBy:

/s/
C. Gregory HarperName:
    C. Gregory HarperTitle:
    President
and Chief Executive Officer 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 SPECTRA ENERGY PARTNERS GP, LLCBy:

/s/
C. Gregory HarperName:
    C. Gregory HarperTitle:
    President
and Chief Executive Officer [Signature Page to the Contribution, Conveyance and Assumption Agreement]




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SPECTRA ENERGY PARTNERS OLP, LPBy:
    Spectra Energy Partners OLP GP, LLC, its
    general partnerBy:

/s/
C. Gregory HarperName:
    C. Gregory HarperTitle:
    President
and Chief Executive Officer SPECTRA ENERGY PARTNERS OLP GP, LLCBy:
    /s/ C. Gregory HarperName:
    C. Gregory HarperTitle:
    President
and Chief Executive Officer SPECTRA ENERGY TRANSMISSION, LLCBy:

/s/
Martha B. WyrschName:
    Martha B. WyrschTitle:
    President
and Chief Executive Officer SPECTRA ENERGY SOUTHEAST PIPELINE CORPBy:

/s/
William S. Garner, Jr.Name:
    William S. Garner, Jr.Title:
    Vice
President, General Counsel and Secretary [Signature Page to the Contribution, Conveyance and Assumption Agreement]




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SPECTRA ENERGY CAPITAL LLCBy:

/s/
Sabra L. HarringtonName:
    Sabra L. HarringtonTitle:
    Vice
President, Chief Financial Officer and Controller EAST TENNESSEE NATURAL GAS, LLCBy:

/s/
William S. Garner, Jr.Name:
    William S. Garner, Jr.Title:
    Vice
President, General Counsel and Secretary MARKET HUB PARTNERS HOLDING, LLCBy:

/s/
William S. Garner, Jr.Name:
    William S. Garner, Jr.Title:
    Vice
President, General Counsel and Secretary MOSS BLUFF HUB LLCBy:

/s/
William S. Garner, Jr.Name:
    William S. Garner, Jr.Title:
    Vice
President, General Counsel and Secretary EGAN HUB STORAGE, LLCBy:

/s/
William S. Garner, Jr.Name:
    William S. Garner, Jr.Title:
    Vice
President, General Counsel and Secretary [Signature Page to the Contribution, Conveyance and Assumption Agreement]




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Exhibit A
 PROMISSORY NOTE
 $318,987,500
    
    July 2, 2007
      SPECTRA ENERGY CAPITAL LLCBy:Name:Title: