Amendment No. 1, dated as of June 1, 2010, to the Omnibus Agreement


 Exhibit 10.1 

AMENDMENT NO. 1 TO 

OMNIBUS AGREEMENT 

This Amendment No. 1, dated as of June 1, 2010 (this “Amendment”), to the Omnibus Agreement entered into and
effective as of July 2, 2007 (the “Original Agreement”), is entered into by and among Spectra Energy Corp, a Delaware corporation (“Spectra”), Spectra Energy Partners GP, LLC, a Delaware limited liability
company (“GP LLC”), Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership (the “General Partner”) and Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”).
The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” 

WHEREAS, The Original Agreement provides for the provision of certain services and indemnities by the General Partner; and 

WHEREAS, The Parties desire by their execution of this Amendment to modify the previous agreement set forth in the Original Agreement,
with respect to the amount to be paid by the Partnership for certain general and administrative services to be performed by Spectra and its Affiliates (as such term is defined in the Original Agreement); 

NOW, THERETOFORE, in consideration of the premises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 1. Amendments.

  

	 	A.	Effective as of the date hereof, Section 3.1(c) of the Original Agreement shall be amended and restated as follows: 


“The amount for which Spectra shall be entitled to reimbursement from the Partnership Group pursuant to
Section 3.1(b) for Corporate Governance services shall not exceed $3.6 million per calendar year (the “G&A Expenses Limit”) for a period from July 2, 2010 through December 31, 2013, which amount shall be pro-rated
during the period from July 2, 2010 through December 31, 2010. The G&A Expenses Limit shall be increased for the calendar years 2012 and 2013 by the percentage increase in the Consumer Price Index – All Urban Consumers, U.S. City
Average, Not Seasonally Adjusted over the prior year period based on the most recent information available from the U.S. Department of Labor. In the event that the Partnership Group makes any acquisitions of assets or businesses or the business of
the Partnership Group otherwise expands during the first three (3) years following the date of this Agreement, then the G&A Expenses Limit shall be appropriately increased in order to account for adjustments in the nature and extent of the
Corporate Governance services provided by Spectra to the Partnership Group, with any such increase in the G&A Expenses Limit subject to the approval of the Conflicts Committee. After 

 

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December 31, 2013, the G&A Expenses Limit will no longer apply and the General Partner will determine the amount of expenses for Corporate Governance services that will be properly
allocated to the Partnership in accordance with the terms of the Partnership Agreement. The G&A Expenses Limit shall not apply to reimbursement for direct expenses of the Partnership as provided in Section 3.2.” 

 

	 	B.	Effective as of the date hereof, the Original Agreement shall be amended by adding a new Section 3.1(e) which shall read in its entirety as follows:


 “During the period for which a G&A Expenses Limit is in effect pursuant to
Section 3.1(c), payments for reimbursement pursuant to Section 3.1(b) shall be made on or prior to the tenth day following the end of each month, beginning on August 10, 2010 (each a “Payment Date”). On each Payment
Date, the Partnership Group shall make a payment to Spectra or its designee equal to one-twelfth the G&A Expenses Limit in effect during the month prior to such Payment Date; provided that payments with respect to any partial period shall be
pro-rated for the actual number of days in such period. Following the end of each fiscal year for which payments are made under this Section 3.1(e), Spectra shall timely prepare a schedule of the actual amounts due under Section 3.1(c) for
such fiscal year. If such amounts are less than the G&A Expenses Limit in effect for such period, Spectra shall repay the difference between the reimbursable amounts and the amounts paid by the Partnership Group to Spectra. Any repayment may be
satisfied by offsetting amounts from subsequent payments made pursuant to this Section.” 
 2. Miscellaneous. Except
as herein provided, the Original Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the law of the State of Texas. 

 

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 IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, this
1st day of June, 2010. 
  

			
	SPECTRA ENERGY CORP
		
	By:	 	 /s/ Alan Harris

		 	Alan Harris
		 	Chief Development Officer
	
	SPECTRA ENERGY PARTNERS GP, LLC
		
	By:	 	 /s/ Gregory J. Rizzo

		 	Gregory J. Rizzo
		 	President and Chief Executive Officer
	
	SPECTRA ENERGY PARTNERS (DE) GP, LP
		
	By:	 	 Spectra Energy Partners GP, LLC,

its general partner

		
	By:	 	 /s/ Gregory J. Rizzo

		 	Gregory J. Rizzo
		 	President and Chief Executive Officer
	
	SPECTRA ENERGY PARTNERS, LP
		
	By:	 	 Spectra Energy Partners (DE) GP, LP,

its general partner

		
	By:	 	 Spectra Energy Partners GP, LLC,

its general partner

		
	By:	 	 /s/ Gregory J. Rizzo

		 	Gregory J. Rizzo
		 	President and Chief Executive Officer


  

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