exv10w2



 




Exhibit
10.2



 

 



OMNIBUS AGREEMENT


among



SPECTRA ENERGY CORP



SPECTRA ENERGY PARTNERS GP, LLC



SPECTRA ENERGY PARTNERS (DE) GP, LP



and



SPECTRA ENERGY PARTNERS, LP



 

 


 









 





OMNIBUS AGREEMENT




     THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date
(as defined herein), and is 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.”



RECITALS:




     1. The Parties desire to evidence their agreement, as more fully set forth in Article II, with
respect to certain indemnification obligations of the Parties.



     2. The Parties desire by their execution of this Agreement to evidence their agreement, as
more fully set forth in Article III, 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 well
as direct expenses, including operating expenses, incurred by Spectra and its Affiliates for and on
behalf of the Partnership Group (as defined herein).



     In consideration of the premises and the covenants, conditions, 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:



ARTICLE I

Definitions




     1.1 Definitions.




     As used in this Agreement, the following terms shall have the respective meanings set
forth below:




     “Affiliate”
has the meaning given such term in the Partnership Agreement.




     “Agreement” means this Omnibus Agreement, as it may be amended, modified or
supplemented from time to time in accordance with the terms hereof.




     “Cause”has the meaning given such term in the Partnership Agreement.




     “Change of Control” means, with respect to any Person (the “Applicable Person”), any of
the following events: (i) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all or substantially all of the Applicable Person’s
assets to any other Person, unless immediately following such sale, lease, exchange or other
transfer such assets are owned, directly or indirectly, by the Applicable Person; (ii) the
dissolution or liquidation of the Applicable Person; (iii) the consolidation or merger of
the Applicable Person with or into another Person pursuant to



 









 







a transaction in which the outstanding Voting Securities of the Applicable Person are
changed into or exchanged for cash, securities or other property, other than any such
transaction where (a) the outstanding Voting Securities of the Applicable Person are changed
into or exchanged for Voting Securities of the surviving Person or its parent and (b) the
holders of the Voting Securities of the Applicable Person immediately prior to such
transaction own, directly or indirectly, not less than a majority of the outstanding Voting
Securities of the surviving Person or its parent immediately after such transaction; and
(iv) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange
Act) being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the
Applicable Person, except in a merger or consolidation which would not constitute a Change
of Control under clause (iii) above.




     “Closing Date” means the date of the closing of the Partnership’s initial public
offering of Common Units.




     “Common Units” has the meaning given such term in the Partnership Agreement.




     “Conflicts Committee” has the meaning given such term in the Partnership Agreement.




     “Covered Environmental Losses” means all environmental and toxic tort losses, damages,
liabilities, injuries, claims, demands, causes of action, judgments, settlements, fines,
penalties, costs and expenses (including, without limitation, costs and expenses of any
Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and
every kind or character, by reason of or arising out of:




     (i) any violation or correction of violation of Environmental Laws, including without
limitation performance of any Environmental Activity; or




     (ii) any event, omission or condition associated with ownership or operation of the
Partnership Assets relating to Environmental Activities (including, without limitation, the
exposure to or presence of Hazardous Substances on, under, about or migrating to or from the
Partnership Assets or the exposure to or Release of Hazardous Substances arising out of
operation of the Partnership Assets) including, without limitation, (A) the cost and expense
of any Environmental Activities, (B) the cost or expense of the preparation and
implementation of any closure, remedial or corrective action or other plans required or
necessary under Environmental Laws and (C) the cost and expense for any environmental or
toxic tort pre-trial, trial or appellate legal or litigation support work.




     “CPI Index” has the meaning given such term in Section 2.1(c) of this Agreement.





     “Environmental Activities” shall mean any investigation, study, assessment, evaluation,
sampling, testing, monitoring, containment, removal, disposal, closure, corrective action,
remediation (regardless of whether active or passive), natural attenuation, restoration,
bioremediation, response, repair, corrective measure, cleanup or



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abatement that is required or necessary under any applicable Environmental Law,
including, but not limited to, institutional or engineering controls or participation in a
governmental voluntary cleanup program to conduct voluntary investigatory and remedial
actions for the clean-up, removal or remediation of Hazardous Substances that exceed
actionable levels established pursuant to Environmental Laws, or participation in a
supplemental environmental project in partial or whole mitigation of a fine or penalty.





     “Environmental Laws” means all federal, state, and local laws, statutes, rules,
regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental
Permits and other legally enforceable requirements and rules of common law relating to (a)
pollution or protection of the environment or natural resources including, without
limitation, the federal Comprehensive Environmental Response, Compensation and Liability
Act, the Superfund Amendments and Reauthorization Act, the Resource Conservation and
Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic
Substances Control Act, the Oil Pollution Act of 1990, the Hazardous Materials
Transportation Act, the Marine Mammal Protection Act, the Endangered Species Act, the
National Environmental Policy Act and other environmental conservation and protection laws,
each as amended through the Closing Date, (b) any Release or threatened Release of, or any
exposure of any Person or property to, any Hazardous Substances and (c) the generation,
manufacture, processing, distribution, use, treatment, storage, transport or handling of any
Hazardous Substances.





     “Environmental Permit” means any permit, approval, identification number, license,
registration, consent, exemption, variance or other authorization required under or issued
pursuant to any applicable Environmental Law.





     “Exchange Act” means the Securities Exchange Act of 1934, as amended.




     “G&A Expenses Limit” has the meaning given such term in Section 3.1(c) of this
Agreement.





     “General Partner” has the meaning given such term in the introduction to this
Agreement.





     “GP LLC” has the meaning given such term in the introduction to this Agreement.





     “Gulfstream” means Gulfstream Natural Gas System, L.L.C., a Delaware limited liability
company.





     “Gulfstream Assets” means the assets owned by Gulfstream as of the Closing Date.





     “Hazardous Substance” means (a) any substance that is designated, defined or classified
as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or
hazardous substance, or terms of similar meaning, or that is otherwise regulated under any
Environmental Law, including, without limitation, any hazardous substance as defined under
the Comprehensive Environmental Response, Compensation



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and Liability Act, as amended, (b) oil as defined in the Oil Pollution Act of 1990, as
amended, including oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel,
jet fuel and other refined petroleum hydrocarbons and petroleum products and (c) radioactive
materials, asbestos containing materials or polychlorinated biphenyls.




     “Indemnified Party” means each Partnership Group Member and Spectra, as the case may
be, in their capacities as parties entitled to indemnification in accordance with Article
II.





     “Indemnifying Party” means each of the Partnership and Spectra, as the case may be, in
their capacity as the parties from whom indemnification may be required in accordance with
Article II.





     “Losses” means all losses, damages, liabilities, claims, demands, causes of action,
judgments, settlements, fines, penalties, costs and expenses (including, without limitation,
court costs and reasonable attorney’s and experts’ fees) of any and every kind or character.





     “Market Hub” means Market Hub Partners Holding, a Delaware partnership.





     “Market Hub Assets” means the assets owned by Market Hub as of the Closing Date.




     “Partnership” has the meaning given such term in the introduction to this Agreement.




     “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of Spectra Energy Partners, LP, dated as of the Closing Date, as such agreement
is in effect on the Closing Date, to which reference is hereby made for all purposes of this
Agreement.




     “Partnership Assets” means the natural gas transportation and storage assets (including
the Gulfstream Assets, the Market Hub Assets and the interests in Gulfstream and Market Hub
to be contributed to the Partnership in connection with its initial public offering and as
more completely described in the Registration Statement) conveyed, contributed or otherwise
transferred or intended to be conveyed, contributed or otherwise transferred to any
Partnership Group Member, or owned by or necessary for the operation of the business,
properties or assets of any Partnership Group Member, prior to or as of the Closing Date.




     “Partnership Entities” means GP LLC, the General Partner and each Partnership Group
Member.




     “Partnership Group” means the Partnership and its Subsidiaries treated as a single
consolidated entity.




     “Partnership Group Member” means any member of the Partnership Group.



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     “Partnership Indemnitee” means any Person who is an Indemnitee (as defined in the
Partnership Agreement); provided, that the term “Partnership Indemnitee” shall exclude
Spectra and any Affiliate of Spectra which is not a Partnership Group Member.





     “Party” and “Parties” are defined in the introduction to this Agreement.





     “Person” means an individual or a corporation, limited liability company, partnership,
joint venture, trust, business trust, employee benefit plan, unincorporated organization,
association, government agency or political subdivision thereof or other entity.





     “Registration Statement” means the Registration Statement on Form S-1, as amended,
(Registration No. 333-141687) filed with the Securities and Exchange Commission with respect
to the proposed initial public offering of Common Units by the Partnership.





     “Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting,
discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching,
dumping or disposing into the environment.





     “Retained Assets” means all assets of Spectra and its Affiliates that were not
conveyed, contributed or otherwise transferred to the Partnership Group pursuant to the
Contribution Agreement and other documents relating to the transactions referred to in the
Contribution Agreement.





     “Subsidiary” has the meaning given such term in the Partnership Agreement.





     “Spectra” has the meaning given such term in the introduction to this Agreement.





     “Units” has the meaning given such term in the Partnership Agreement.





     “Voting Securities” means securities of any class of a Person entitling the holders
thereof to vote in the election of, or to appoint, members of the board of directors or
other similar governing body of the Person.



ARTICLE II

Indemnification




     2.1 Environmental Indemnification.



          (a) Subject to the provisions of Section 2.3, Spectra shall indemnify, defend and hold
harmless the Partnership Group and the Partnership Indemnitees from and against any Covered
Environmental Losses suffered or incurred by the Partnership Group or any Partnership Indemnitee
relating to the Partnership Assets for a period of three (3) years from the Closing Date, but only
to the extent such violations, corrections, events or conditions giving rise to a Covered
Environmental Loss occurred on or before the Closing Date; provided that, for purposes of
determining the amount of any Covered Environmental Loss suffered or incurred by the Partnership
Group or any Partnership Indemnitee with respect to the Gulfstream Assets or the




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Market Hub Assets, the Partnership Group’s ownership of only a 24.5% interest in Gulfstream
and a 50% interest in Market Hub shall be taken into account such that any Covered Environmental
Loss suffered or incurred by the Partnership Group or any Partnership Indemnitee with respect to
the Gulfstream Assets or the Market Hub Assets would equal 24.5% of the total Covered Environmental
Losses of Gulfstream or 50% of the total Covered Environmental Losses of Market Hub, as the case
may be.




          (b) Subject to the provisions of Section 2.3, the Partnership Group shall indemnify, defend
and hold harmless Spectra and its Affiliates, other than any Partnership Group Member, from and
against any Covered Environmental Losses suffered or incurred by Spectra and its Affiliates, other
than any Partnership Group Member, relating to the Partnership Assets occurring after the Closing
Date except to the extent that the Partnership Group is indemnified with respect to any of such
Covered Environmental Losses under Section 2.1(a); provided that in no event shall the Partnership
Group indemnify, defend or hold harmless Spectra and its Affiliates from and against any Covered
Environmental Losses relating to the Gulfstream Assets or the Market Hub Assets arising from or
attributable to the 25.5% interest in Gulfstream or the 50% interest in Market Hub, respectively,
owned by Spectra and its Affiliates from and after the Closing Date.




          (c) The aggregate liability of Spectra under Section 2.1(a) shall not exceed $15 million.




          (d) No claims may be made against Spectra for indemnification pursuant to Section 2.1(a)
unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group or
Partnership Indemnitees exceed $250,000, after such time Spectra shall be liable for the full
amount of such claims, subject to the limitations of Section 2.1(c).




          (e) Notwithstanding anything herein to the contrary, in no event shall Spectra have any
indemnification obligations under this Agreement for claims made as a result of additions to or
modifications of Environmental Laws promulgated after the Closing Date.




     2.2 Additional Indemnification



          (a) Subject to the provisions of Section 2.3, Spectra shall indemnify, defend and hold
harmless the Partnership Group and the Partnership Indemnitees from and against any Losses suffered
or incurred by the Partnership Group or any Partnership Indemnitee by reason of or arising out of:





     (i) the failure of the Partnership Group to be the owner of valid and
indefeasible easement rights, leasehold and/or fee ownership interests in and to the
lands on which are located any Partnership Assets or to have valid and indefeasible
ownership of a 24.5% interest in Gulfstream and a 50.0% interest in Market Hub, and
such failure renders the Partnership Group liable or unable to use or operate the
Partnership Assets in substantially the same manner that the Partnership Assets were
used and operated by Spectra and its Affiliates (and Gulfstream with respect to the
Gulfstream Assets) immediately prior to the Closing Date as described in the
Registration Statement; provided that, for



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purposes of determining the amount of any Loss suffered or incurred by the
Partnership Group or any Partnership Indemnitee with respect to the Gulfstream
Assets or the Market Hub Assets, the Partnership Group’s ownership of only a 24.5%
interest in Gulfstream and its ownership of only a 50% interest in Market Hub shall
be taken into account such that any Loss suffered or incurred by the Partnership
Group or any Partnership Indemnitee with respect to the Gulfstream Assets or the
Market Hub Assets would equal 24.5% of the total Losses of Gulfstream or 50% of the
total Losses of Market Hub, as the case may be;




     (ii) the failure of the Partnership Group to have on the Closing Date any
consent or governmental permit necessary to allow (i) the transfer of any of the
Partnership Assets, a 24.5% interest in Gulfstream or a 50.0% interest in Market Hub
to the Partnership Group on the Closing Date or (ii) any such Partnership Assets to
cross the roads, waterways, railroads and other areas upon which any such
Partnership Assets are located as of the Closing Date, and any such failure
specified in such clause (ii) renders the Partnership Group unable to use or operate
the Partnership Assets in substantially the same manner that the Partnership Assets
were owned and operated by Spectra and its Affiliates (and Gulfstream with respect
to the Gulfstream Assets) immediately prior to the Closing Date as described in the
Registration Statement; provided that, for purposes of determining the amount of any
Loss suffered or incurred by the Partnership Group or any Partnership Indemnitee
with respect to the Gulfstream Assets or the Market Hub Assets, the Partnership
Group’s ownership of only a 24.5% interest in Gulfstream and its ownership of only a
50% interest in Market Hub shall be taken into account such that any Loss suffered
or incurred by the Partnership Group or any Partnership Indemnitee with respect to
the Gulfstream Assets or the Market Hub Assets would equal 24.5% of the total Losses
of Gulfstream or 50% of the total Losses of Market Hub, as the case may be.;




     (iii) all federal, state and local income tax liabilities attributable to the
ownership or operation of the Partnership Assets prior to the Closing Date,
including any such income tax liabilities of Spectra and its Affiliates that may
result from the consummation of the formation transactions for the Partnership Group
occurring on or prior to the Closing Date;




     (iv) all pending legal actions as of the Closing Date against one or more
Partnership Group Members involving or otherwise relating to the Partnership Assets;
and




     (v) the assets, liabilities, business or operations associated with the
Retained Assets and whether occurring before or after the Closing Date;


provided, however, that, in the case of clauses (i), (ii) and (iv) above, such indemnification
obligations shall survive for three (3) years from the Closing Date; and that in the case of clause
(iii) above, such indemnification obligations shall survive until sixty (60) days after the
expiration of any applicable statute of limitations;




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          (b) Subject to the provisions of Section 2.3, in addition to and not in limitation of
the indemnification provided under this Article II, the Partnership Group shall indemnify, defend,
and hold harmless Spectra and its Affiliates, other than any Partnership Group Member, from and
against any Losses suffered or incurred by Spectra and its Affiliates, other than any Partnership
Group Member, by reason of or arising out of events and conditions associated with the operation of
the Partnership Assets that occurs on or after the Closing Date (other than Covered Environmental
Losses, which are covered by Section 2.1) except to the extent that the Partnership Group is
indemnified with respect to any such Losses under Section 2.2(a); provided that in no event shall
the Partnership Group indemnify, defend or hold harmless Spectra and its Affiliates from and
against any Losses relating to the Gulfstream Assets or the Market Hub Assets arising from or
attributable to the 25.5% interest in Gulfstream or the 50% interest in Market Hub, respectively,
owned by Spectra and its Affiliates from and after the Closing Date.






     2.3 Indemnification Procedures.



          (a) The Indemnified Party agrees that within a reasonable period of time after it becomes
aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will
provide notice thereof in writing to the Indemnifying Party specifying the nature of and specific
basis for such claim; provided, however, that the Indemnified Party shall not submit claims more
frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to
the expiration of the applicable indemnity coverage under this Agreement).




          (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and
any counterclaims with respect to) any claims brought against the Indemnified Party that are
covered by the indemnification set forth in this Article II, including, without limitation, the
selection of counsel, determination of whether to appeal any decision of any court or similar
authority and the settling of any such matter or any issues relating thereto; provided, however,
that no such settlement shall be entered into without the consent (which consent shall not be
unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full
release of the Indemnified Party from such matter or issues, as the case may be.




          (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect
to all aspects of the defense of any claims covered by the indemnification set forth in this
Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any
correspondence or other notice relating thereto that the Indemnified Party may receive, permitting
the names of the Indemnified Party to be utilized in connection with such defense, the making
available to the Indemnifying Party of any files, records or other information of the Indemnified
Party that the Indemnifying Party considers relevant to such defense and the making available to
the Indemnifying Party of any employees of the Indemnified Party; provided, however, that in
connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact
thereof on the operations of the Indemnified Party and further agrees to maintain the
confidentiality of all files, records and other information furnished by the Indemnified Party
pursuant to this Section 2.3. In no event shall the obligation of the Indemnified Party to
cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be
construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in
connection with the defense of any claims covered by the indemnification set forth in this Article
II; provided, however, that the Indemnified Party may, at its own option,

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cost and expense, hire and pay for counsel in connection with any such defense. The
Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably
informed as to the status of any such defense, but the Indemnifying Party shall have the right to
retain sole control over such defense.




          (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified
Party is entitled to indemnification under this Agreement, the gross amount of the indemnification
will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such
correlative insurance benefit shall be net of any incremental insurance premium that becomes due
and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by
the Indemnified Party under contractual indemnities from third Persons.




ARTICLE III

Reimbursement Obligations




     3.1 Reimbursement for Allocated Corporate, General and Administrative Expenses; Limitations on
Reimbursement.



          (a) Spectra hereby agrees to continue to provide the Partnership Group with certain corporate,
general and administrative services, including, but not limited to, legal, accounting, compliance,
treasury, insurance, risk management, health, safety and environmental, information technology,
human resources, credit, payroll, internal audit, and tax (collectively, “Corporate Governance”).
These Corporate Governance services shall be consistent in nature and quality to the services of
such type previously provided by Spectra in connection with its management and operation of the
Partnership Assets prior to their acquisition by the Partnership.




          (b) Subject to the provisions of Section 3.1(c) below, the Partnership Group hereby agrees to
reimburse Spectra for all expenses and expenditures Spectra or its Affiliates incur or payments
they make on behalf of the Partnership Group for these Corporate Governance services.




          (c) 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 $3.0 million per year
(the “G&A Expenses Limit”) for a period of three (3) years following the date of this Agreement.
Following the first anniversary of this Agreement, the G&A Expenses Limit shall be increased in
each of the next two (2) years by the percentage increase in the Consumer Price Index — All Urban
Consumers, U.S. City Average, Not Seasonally Adjusted for the
applicable year (the “CPI Index”).
In making such adjustment, the G&A Expenses Limit shall be increased on the first anniversary of
this Agreement by the CPI Index for the prior year period based on the most recent information
available from the U.S. Department of Labor and similarly increased on the second anniversary of
this Agreement by the CPI Index for the prior year period. 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 the third

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anniversary of the date of this Agreement, 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.




          (d) The General Partner shall be entitled to allocate any such expenses and expenditures
between the Partnership Group, on the one hand, and Spectra, on the other hand, in accordance with
the foregoing provision on any reasonable basis.




     3.2 Reimbursement for Direct Expenses.



          (a) The Partnership Group hereby agrees to reimburse Spectra and its Affiliates for all direct
expenses and expenditures, other than costs allocated pursuant to Section 3.1, they incur or
payments they make on behalf of the Partnership Group, including, but not limited to, (i) salaries
of personnel performing services on the Partnership Group’s behalf, the cost of employee benefits
for such personnel and general and administrative expense associated with such personnel, (ii)
capital expenditures, (iii) maintenance and repair costs, (iv) taxes and (v) direct expenses,
including operating expenses and certain allocated operating expenses, associated with the
ownership and operation of the Partnership Assets; provided, that any allocated operating expenses
shall be consistent in nature and quality to the services of such type previously provided by
Spectra in connection with its management and operation of the Partnership Assets prior to their
acquisition by the Partnership.




          (b) The Partnership Group hereby agrees to reimburse Spectra and its Affiliates for all
expenses and expenditures they incur or payments they make as a result of the Partnership becoming
and continuing as a publicly traded entity, including, but not limited to, costs associated with
annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent
auditor fees, partnership governance and compliance, registrar and transfer agent fees, legal fees
and independent director compensation.




          (c) The obligation of the Partnership Group to reimburse Spectra and its Subsidiaries pursuant
to this Section 3.2 shall not be subject to any monetary limitation, including the G&A Expenses
Limit contained in Section 3.1.




     3.3 Budgets: Capital; Operating and Maintenance Expenses; and Corporate Governance Expenses



          (a) Prior to final approval, Spectra agrees to provide to the Partnership the annual estimated
budgets for the capital expenditures and costs associated with the entities in which the
Partnership has an ownership interest and for which the Partnership is required to reimburse
Spectra and its Affiliates pursuant to Sections 3.1 and 3.2. In the course of preparing such
budgets, Spectra agrees to consult with the Partnership regarding such budgets prior to their
approval.




          (b) Spectra agrees to promptly provide the Partnership with all budget forecast(s) and
variance analyses prepared by Spectra in the normal course of business and

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related to the budgets described in Section 3.3(a), and will consult with the Partnership with respect to material
variances and expenditures not initially included in such budgets.




ARTICLE IV

Miscellaneous




     4.1 Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed by the
laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the
construction or interpretation of this Agreement to the laws of another state. Each Party hereby
submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in
Houston, Texas.



     4.2 Notice. All notices or requests or consents provided for by, or permitted to be given pursuant to,
this Agreement must be in writing and must be given by depositing same in the United States mail,
addressed to the Person to be notified, postpaid, and registered or certified with return receipt
requested or by delivering such notice in person or by telecopier or telegram to such Party.
Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by
telegram or telecopier shall be effective upon actual receipt if received during the recipient’s
normal business hours or at the beginning of the recipient’s next business day after receipt if not
received during the recipient’s normal business hours. All notices to be sent to a Party pursuant
to this Agreement shall be sent to or made at the address set forth below or at such other address
as such Party may stipulate to the other Parties in the manner provided in this Section 4.2.


For notice to Spectra:



Spectra Energy Corp

5400 Westheimer Court

Houston, Texas 77056

Attention: General Counsel



For notice to the Partnership Entities:



Spectra Energy Partners, LP

5400 Westheimer Court

Houston, Texas 77056

Attention: Chief Financial Officer




     4.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the
matters contained herein, superseding all prior contracts or agreements, whether oral or written,
relating to the matters contained herein.



     4.4 Termination. Notwithstanding any other provision of this Agreement, if the General Partner is
removed as general partner of the Partnership under circumstances where Cause does not exist and
Units held by the General Partner and its Affiliates are not voted in favor of such removal, this
Agreement, other than the provisions set forth in Article II hereof, may immediately thereupon be
terminated by Spectra. This Agreement, other than the



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provisions set forth in Article II hereof,
shall also terminate upon a Change of Control of GP LLC, the General Partner or the Partnership.



     4.5 Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party to or of any
breach or default by any Person in the performance by such Person of its obligations hereunder
shall be deemed or construed to be a consent or waiver to or of any other breach or default in the
performance by such Person of the same or any other obligations of such Person hereunder. Failure
on the part of a Party to complain of any act of any Person or to declare any Person in default,
irrespective of how long such failure continues, shall not constitute a waiver by such Party of its
rights hereunder until the applicable statute of limitations period has run.



     4.6 Amendment or Modification. This Agreement may be amended or modified from time to time only by the
written agreement of all the Parties; provided, however, that the Partnership may not, without the
prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement
that, in the reasonable discretion of the General Partner, will adversely affect the holders of
Common Units. Each such instrument shall be reduced to writing and shall be designated on its face
an “Amendment” or an “Addendum” to this Agreement.



     4.7 Assignment; Third-Party Beneficiaries. No Party shall have the right to assign any of its rights
or obligations under this Agreement without the consent of the other Parties hereto. Each of the
Parties hereto specifically intends that Spectra and each entity comprising the Partnership
Entities, as applicable, whether or not a Party to this Agreement, shall be entitled to assert
rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions
of this Agreement affording a right, benefit or privilege to any such entity.



     4.8 Counterparts. This Agreement may be executed in any number of counterparts, including facsimile
caounterparts, with the same effect as if all signatory Parties had signed the same document. All
counterparts shall be construed together and shall constitute one and the same instrument.



     4.9 Severability. If any provision of this Agreement or the application thereof to any Person or
circumstance shall be held invalid or unenforceable by a court or regulatory body of competent
jurisdiction, the remainder of this Agreement and the application of such provision to other Persons or
circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted
by law.



     4.10 Gender, Parts, Articles and Sections. Whenever the context requires, the gender of all words used
in this Agreement shall include the masculine, feminine and neuter, and the number of all words
shall include the singular and plural. All references to Article numbers and Section numbers refer
to Articles and Sections of this Agreement.



     4.11 Further Assurances. In connection with this Agreement and all transactions contemplated by this
Agreement, each Party agrees to execute and deliver such additional documents and instruments and
to perform such additional acts as may be necessary or



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appropriate to effectuate, carry out and
perform all of the terms, provisions and conditions of this Agreement and all such transactions.



     4.12 Withholding or Granting of Consent. Each Party may, with respect to any consent or approval that it
is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its
sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall
deem appropriate.



     4.13 Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no Party
shall take any act, or fail to take any act, under this Agreement which would violate any
applicable law, statute, rule or regulation.



     4.14 Negation of Rights of Limited Partners, Assignees and Third Parties. The provisions of this
Agreement are enforceable solely by the Parties, and no stockholder, limited partner, member or
assignee of Spectra, the Partnership or other Person shall have the right, separate and apart from
Spectra or the Partnership, to enforce any provision of this Agreement or to compel any Party to
comply with the terms of this Agreement.



     4.15 No Recourse Against Officers or Directors. For the avoidance of doubt, the provisions of this
Agreement shall not give rise to any right of recourse against any officer or director of Spectra
or any Partnership Entity.



     4.16 Successors. This Agreement shall bind and inure to the benefit of the Parties and to their respective
successors and assigns.



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     IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the
Closing Date.



	 	 	 	 	 
	 	SPECTRA ENERGY CORP

 	 
	 	By:  	/s/
Allan Harris 	 
	 	 	Allan Harris 	 
	 	 	Chief Development Officer 	 
	 
	 	SPECTRA ENERGY PARTNERS GP, LLC

 	 
	 	By:  	/s/
C. Gregory Harper 	 
	 	 	C. Gregory Harper 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	SPECTRA ENERGY PARTNERS (DE) GP, LP

 	 
	 	By:  	    Spectra Energy Partners GP,
LLC,
its general partner
 	 
	 	 	 
	 	By:  	
/s/ C. Gregory Harper 	 
	 	 	C. Gregory Harper 	 
	 	 	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/ C. Gregory Harper 	 
	 	 	C. Gregory Harper 	 
	 	 	President and Chief Executive Officer 	 
	 




[Signature Page to the Omnibus Agreement]