exv10w1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of November
29, 2010 by and among SPECTRA ENERGY PARTNERS, LP, a Delaware limited partnership,
successor-by-merger to Spectra Energy Partners OLP, LP (the “Borrower”), WELLS FARGO BANK,
NATIONAL ASSOCIATION, successor-by-merger to Wachovia Bank, National Association, as the Agent, and
the Lenders party hereto.



W I T N E S S E T H:



     WHEREAS, the Borrower, the Agent and the Lenders have entered into that certain Credit
Agreement dated as of May 24, 2007, as amended by First Amendment to Credit Agreement dated
September 30, 2007 (as amended, the “Original Credit Agreement”), for the purposes and
consideration therein expressed, pursuant to which the Lenders committed to make and have made
Loans thereunder; and



     WHEREAS, pursuant to Section 2.11 of the Original Credit Agreement, the Borrower has requested
additional term loans; and



     WHEREAS, in connection with such additional term loans, the Borrower, the Agent and the
Lenders party hereto desire to amend the Original Credit Agreement as provided herein;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Credit Agreement, in consideration of the outstanding Loans
and Loans, including the additional term loans, which may hereafter be made by Lenders to Borrower,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:



ARTICLE I. — Definitions and References



     § 1.1. Terms Defined in the Original Credit Agreement. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the Original Credit
Agreement shall have the same meanings whenever used in this Amendment.



     § 1.2. Other Defined Terms. Unless the context otherwise requires, the following
terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.



          “Amendment” means this Second Amendment to Credit Agreement.




          “Amendment Documents” means this Amendment and the Series 2 Term Notes.




          “Credit Agreement” means the Original Credit Agreement as amended hereby.




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ARTICLE II.  — Amendments to Original Credit Agreement



     § 2.1. Definitions.



     (a) The following definitions in Section 1.1 of the Original Credit Agreement are hereby
amended in their entirety to read as follows:




     “Account Control Agreement” means (i) the Cash Collateral Agreement and
Securities Account Control Agreement dated July 2, 2007 among SunTrust Bank, as safekeeping
intermediary, SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as
securities intermediary, Borrower, as successor-in-interest to Spectra Energy Partners OLP,
LP, and Agent, as amended, (ii) the Securities Account Control Agreement dated July 2, 2007
among KeyBanc Capital Markets, Inc., Borrower, as successor-in-interest to Spectra Energy
Partners OLP, LP, and Agent, as amended, and (iii) the Account Control Agreement dated as of
the Second Amendment Effective Date among Wells Fargo Securities LLC, Borrower and Agent.




     “Agency Service Address” means Wells Fargo Bank, National Association, as
Agent, 201 South College Street, CP-8, Charlotte, North Carolina 28288-0680, or such other
address as may be identified by written notice from the Agent to the Borrower and the
Lenders.




     “Agent” means Wells Fargo Bank, National Association, successor-by-merger to
Wachovia Bank, National Association, and any successors and assigns in such capacity.




     “Base Rate” means, for any day, the rate per annum equal to the greatest of (a)
the Federal Funds Rate in effect on such day plus 1/2 of 1%, (b) the Prime Rate in effect on
such day and (c) with respect to Term Loans made on or after the Second Amendment Effective
Date, the LIBOR Market Index Rate in effect on such day plus 1%. Any change in the Base
Rate due to a change in the Prime Rate, the Federal Funds Rate or, with respect to Term
Loans made on or after the Second Amendment Effective Date, the LIBOR Market Index Rate,
shall be effective on the effective date of such change in the Prime Rate, the Federal Funds
Rate or the LIBOR Market Index Rate, respectively.




     “Borrower” means Spectra Energy Partners, LP, a Delaware limited partnership,
successor-by-merger to Spectra Energy Partners OLP, LP.




     “Cash Collateral Account” means, collectively (i) Safekeeping Account No.
476001743 with SunTrust Bank, as safekeeping intermediary under the Account Control
Agreement; (ii) Securities Account No. 476001472 with SunTrust Robinson Humphrey, a division
of SunTrust Capital Markets, Inc., as securities intermediary under the Account Control
Agreement; (iii) Securities Account No. 88574661 with KeyBanc Capital Markets, Inc. as
intermediary; and (iv) an account of the Borrower established and maintained with Wells
Fargo Securities LLC identified by account number in the certificate to be delivered
pursuant to Section 3.1(k) of the Second Amendment.




     “Credit Exposure” means, as applied to each Lender (a) at any time prior to the
termination of the Commitments, the sum of (i) Commitment Percentage of such Lender
multiplied by the Revolving Committed Amount plus (ii) the Series 2 Term Loan Commitment
Percentage of such Lender multiplied by the principal balance of the outstanding Series
2 Term



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Loans and (b) at any time after the termination of the Commitments, the sum of (i)
the principal balance of the outstanding Loans of such Lender plus (ii) such Lender’s
Participation Interest in the face amount of outstanding Letters of Credit and Swingline
Loans.




     “Credit Parties” means the Borrower.




     “Effective Date” means July 2, 2007.




     “Intermediary” means, either (i) collectively, SunTrust Bank, as safekeeping
intermediary and SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc.,
as securities intermediary, or any successors thereto, (ii) KeyBanc Capital Markets Inc., or
any successor thereto, or (iii) Wells Fargo Securities LLC, or any successor thereto, in
each case under the Account Control Agreement to which it is a party.




     “Permitted Cash Collateral” means each of the following instruments and
securities to the extent having maturities (for purposes of this definition, “maturities”
shall mean (i) weighted average life for asset-backed securities, mortgage-backed
securities, commercial mortgage-backed securities and collateralized mortgage obligations,
and the next reset date for auction rate securities and (ii) with respect to mutual funds,
the weighted average maturity of the investments it owns) not greater than 180 days from the
date of acquisition thereof:




     (a) cash,




     (b) investments in money market mutual funds that are registered with the SEC
and subject to Rule 2a-7 of the Investment Company Act of 1940 and have a net asset
value of 1.0, provided, that in the event due to a Change in Law with
respect to Rule 2a-7 such Rule 2a-7 ceases to require such funds to have a net asset
value of 1.0, such funds shall comply with such alternate requirements as such Rule
2a-7 as revised may require.




     (c) U.S. Treasury Notes,




     (d) direct obligations of the United States and other obligations whose
principal and interest is fully guaranteed by the United States,




     (e) money market instruments (including, but not limited to, commercial paper,
banker’s acceptances, time deposits and certificates of deposits), other than
instruments issued by affiliates of Lenders, rated A-1 by S&P or P-1 by Moody’s at
the time of purchase,




     (f) obligations of corporations or other business entities (excluding
structured obligations and obligations of any affiliates of Lenders) rated AAA by
S&P, Aaa by Moody’s or AAA by Fitch at the time of purchase,




     (g) repurchase obligations that are collateralized no less than 100% (and, to
the extent commercially available, not less than 102%) of market value (including
accrued interest) by obligations of the U.S. government or one of its sponsored
enterprises or agencies,



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     (h) municipal obligations issued by any state of the United States of America
or any municipality or other political subdivision of any such state rated AAA by
S&P, Aaa by Moody’s or AAA by Fitch at the time of purchase, and




     (i) shares in bond mutual funds that are registered under the Investment
Company Act of 1940 that invest solely in the items set forth in (a)-(h) above and
rated AAA by S&P, Aaa by Moody’s or AAA by Fitch at the time of purchase,




in each case above which is held in the Cash Collateral Account and is subject to
the Account Control Agreement and in which the Agent has, on behalf of the Lenders,
a first priority perfected security interest.




     Notwithstanding the above, at the time of purchase, no one issuer will be more
than $30,000,000 of the value of the Permitted Cash Collateral. This rule excludes
direct obligations of the United States, United States sponsored agencies and
enterprises, money market funds, repurchase agreements and securities that have an
effective maturity no longer than the next business day. United States sponsored
agencies and enterprises are limited to the greater of 40% or $100,000,000 of the
value of the Permitted Cash Collateral at time of purchase, per issuer. For
purposes of calculating the amount of Permitted Cash Collateral on deposit in the
Cash Collateral Account hereunder, Permitted Cash Collateral of an issuer that
exceeds the $30,000,000 or the greater of 40% or $100,000,000 thresholds set forth
above shall be excluded from such calculation.




     “Term Loans” means the initial Term Loans made in connection with Borrower’s
initial public offering on the Effective Date and the 40-day period thereafter and the
Series 2 Term Loans, and shall include additional term loans made pursuant to Section 2.11.




     “Term Loan Committed Amount” means the Series 2 Term Loan Committed Amount plus
the committed amount of additional term loans made pursuant to Section 2.11.



     (b) Clause (a) of the definition of “Applicable Margin” set forth in Section 1.1 of the
Original Credit Agreement is hereby amended in its entirety to read as follows:




     (a) with respect to Series 2 Term Loans, (x) for Eurodollar Loans, 0.20% and (y) for
Base Rate Loans, 0.00%.



     (c) Clause (b) of the definition of “Revolving Committed Amount” set forth in Section 1.1 of
the Original Credit Agreement is hereby amended in its entirety to read as follows: “(b) the
outstanding principal amount of any Term Loans that provide for an automatic increase in the
aggregate amount of the Revolving Committed Amount upon any prepayment thereof”.



     (d) Section 1.1 of the Original Credit Agreement is hereby amended by adding the following new
definitions in appropriate alphabetical order, to read as follows:




     “Revolving Lender” means each Lender with a Commitment with respect to the
Revolving Committed Amount.



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     “Second Amendment” means that certain Second Amendment to Credit Agreement
dated November 29, 2010 among Borrower, Agent and the Lenders party thereto amending this
Agreement.




     “Second Amendment Effective Date” has the meaning set forth in Section 3.1 of
the Second Amendment.




     “Series 2 Term Loans” has the meaning specified in Section 2.1(b).




     “Series 2 Term Loan Commitment Percentage” means, for each Series 2 Term Loan
Lender, the percentage identified as its Series 2 Term Loan Commitment Percentage opposite
such Series 2 Term Loan Lender’s name on Schedule 1.1, as such percentage may be
modified by assignment.




     “Series 2 Term Loan Committed Amount” means an amount not to exceed TWO HUNDRED
SEVENTY-FIVE MILLION DOLLARS ($275,000,000.00).




     “Series 2 Term Loan Lender” means each Lender with a Commitment with respect to
the Series 2 Term Loan Committed Amount.




     “Series 2 Term Loan Maturity Date” means the third anniversary of the Second
Amendment Effective Date.




     “Series 2 Term Loan Note” means the promissory notes of the Borrower in favor
of each of the Series 2 Term Loan Lenders evidencing the Series 2 Term Loans provided
pursuant to Section 2.1(b), individually or collectively, as appropriate, as such notes may
be amended or modified from time to time and substantially in the form of Exhibit
2.9(b).



     § 2.2. Series 2 Term Loans. Section 2.1(b) of the Original Credit Agreement is hereby
amended in its entirety, to read as follows:




     (b) Series 2 Term Loans. Subject to the terms and conditions set forth herein,
and in the Second Amendment, each Series 2 Term Loan Lender severally agrees to make term
loans to the Borrower in Dollars, at any time and from time to time during the period from
the Second Amendment Effective Date to forty (40) days following the Second Amendment
Effective Date (each a “Series 2 Term Loan” and collectively, the “Series 2 Term
Loans”); provided, however, that (a) the Borrower may not request more than two (2)
draws with respect to the Series 2 Term Loans, one of which must be on the Second Amendment
Effective Date, (b) the sum of the aggregate amount of Series 2 Term Loans outstanding shall
not exceed the Series 2 Term Loan Committed Amount and (c) with respect to each individual
Series 2 Term Loan Lender, such Series 2 Term Loan Lender’s pro rata share of outstanding
Series 2 Term Loans shall not exceed such Series 2 Term Loan Lender’s Series 2 Term Loan
Commitment Percentage of the Series 2 Term Loan Committed Amount. Any amounts remaining
under the Series 2 Term Loan Committed Amount subsequent to the date forty (40) days after
the Second Amendment Effective Date shall no longer be available and the Series 2 Term Loan Lenders shall have no further obligation to fund any additional
Series 2 Term Loans. Once repaid, Series 2 Term Loans may not be reborrowed;
provided, this Section 2.1(b) shall not limit Borrower’s right to request additional
term loans pursuant to Section 2.11 hereof. The Series 2 Term Loans shall not



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automatically increase the aggregate amount of the Revolving Committed Amount pursuant to
Section 2.10(b) upon any prepayment of such Series 2 Term Loans in connection with a
Permitted Acquisition or capital expenditure as provided in Section 3.2(a)(iii).



     § 2.3. Funding of Revolving Loans and Term Loans. The reference to “Commitment
Percentage of the requested Revolving Loans or Term Loans, as applicable” in the second sentence of
Section 2.4 of the Original Credit Agreement is hereby amended to refer instead to “Commitment
Percentage of the requested Revolving Loans or Series 2 Term Loan Percentage of the requested
Series 2 Term Loans, as applicable”.



     § 2.4. Automatic Increases in Revolving Committed Amount. The reference to “in order
to prepay the Term Loans” in the first sentence of Section 2.10(b) of the Original Credit Agreement
is hereby amended to refer instead to “in order to prepay the Term Loans, other than the Series 2
Term Loans”.



     § 2.5. Extension of Maturity Date. The reference to “Required Lenders” in clause (i)
of the second sentence of Section 2.10(c) of the Original Credit Agreement is hereby amended to
refer instead to “Revolving Lenders whose aggregate Commitment Percentages constitute more than 50%
of the aggregate Commitment Percentages of all Revolving Lenders at such time, excluding Commitment
Percentages of any Defaulting Lenders”, and clause (ii) thereof is hereby amended in its entirety
to read as follows: “(ii) on the Maturity Date as it existed immediately before such extension (A)
the Commitments of the dissenting Lenders with respect to the Revolving Committed Amount are
terminated (which termination shall be effective automatically), (B) all amounts owing to such
dissenting Lenders (other than the outstanding principal of any Series 2 Term Loans and accrued but
unpaid interest thereon) are paid in full (which payments shall not be subject to Section 3.6(a)),
and (C) the total Commitments with respect to the Revolving Committed Amount are permanently
reduced by an amount equal to such dissenting Lenders’ Commitments with respect thereto so
terminated, except to the extent that the Commitments of the dissenting Lenders with respect
thereto are replaced pursuant to Section 2.10(a) and/or one or more Lenders agree(s) to increase
their respective Commitment(s) with respect thereto”.



     § 2.6. Extension of Series 2 Term Loan Maturity Date. Section 2.10 of the Original
Credit Agreement is hereby amended by adding a new subsection (d) at the end thereof, to read as
follows:




     (d) Extension of Series 2 Term Loan Maturity Date. The Borrower may make
unlimited requests for one-year extensions of the Series 2 Term Loan Maturity Date by
delivering a written request for same to the Agent no earlier than 30 days prior to the
first anniversary of the Second Amendment Effective Date and no later than 30 days prior to
the Series 2 Term Loan Maturity Date (or previously extended Series 2 Term Loan Maturity
Date pursuant hereto). Any such extension shall be effective if (i) consented to by Series
2 Term Loan Lenders whose aggregate outstanding principal balance of Series 2 Term Loans
constitutes more than 50% of the aggregate outstanding principal balance of Series 2 Term
Loans of all Term Loan Lenders at such time within thirty (30) days after such request, (ii)
on the Series 2 Term Loan Maturity Date as it existed immediately before such extension (A)
all outstanding principal of any Series 2 Term Loans of the dissenting Series 2 Term Loan
Lenders, and accrued but unpaid interest thereon, is repaid in full (which payments shall
not be subject to Section 3.6(a), except to the extent that the Series 2 Term Loans of the
dissenting Lenders are assigned pursuant to Section 11.3(b) to one or more new or existing
Series 2 Term Loan Lenders that



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have consented to such extension, (B) all other amounts
owing to such dissenting Lenders (other than the outstanding principal of any Revolver Loans
and accrued but unpaid interest thereon) are paid in full (which payments shall not be
subject to Section 3.6(a)), (iii) all conditions precedent for a Loan or the issuance of a
Letter of Credit set forth in Section 5.2 have been satisfied, and (iv) the Borrower does
not withdraw its request for such extension before the Series 2 Term Loan Maturity Date (or
previously extended Series 2 Term Loan Maturity Date pursuant hereto).



     § 2.7. Series 2 Term Loan Maturity. Section 3.3 of the Original Credit Agreement is
hereby amended in its entirety, to read as follows:



     3.3 Payment of Loans in full at Maturity.




     On the Maturity Date, the entire outstanding principal balance of all Revolving Loans,
together with accrued but unpaid interest thereon, and all other sums (other than the
outstanding principal of any Series 2 Term Loans and accrued but unpaid interest thereon)
owing under this Credit Agreement shall be due and payable in full, unless accelerated
sooner pursuant to Section 9.2. On the Series 2 Term Loan Maturity Date, the entire
outstanding principal balance of all Series 2 Term Loans, together with accrued but unpaid
interest thereon and all other sums owing under this Credit Agreement, shall be due and
payable in full, unless accelerated sooner pursuant to Section 9.2.



     § 2.8. Pro Rata Sharing. The reference to “Commitment Percentages” in the first
sentence of Section 3.6 of the Original Credit Agreement is hereby amended to refer instead to
“Commitment Percentages or Series 2 Term Loan Commitment Percentages, as applicable”.



     § 2.9. Replacement of Lenders. The reference to “or does not consent to a request to
extent the Maturity Date pursuant to Section 2.10(c)” in the second sentence of Section 4.5 of the
Original Credit Agreement is hereby amended to refer instead to “or, if such Lender is a Revolving
Lender, does not consent to a request to extend the Maturity Date pursuant to Section 2.10(c), or,
if such Lender is a Series 2 Term Loan Lender, does not consent to a request to extend the Series 2
Term Loan Maturity Date pursuant to Section 2.10(d)”.



     § 2.10. Use of Proceeds. Section 7.7 of the Original Credit Agreement is hereby
amended by adding a new sentence at the end thereof, to read as follows:




The proceeds of the Series 2 Term Loans shall be used to prepay outstanding loans under the
Revolver or intercompany loans from its Affiliates and/or make cash distributions to Spectra
Energy Corp. to the extent permitted by Section 8.8(c).



     § 2.11. Cash Collateral. Clauses (i), (ii) and (iii) of the proviso at the end of the
first sentence of Section 7.13(c) of the Original Credit Agreement are hereby amended in their
entirety to read as follows:




(i) if the terms of the Term Loans secured by such Cash Collateral provide that the
aggregate amount of the Revolving Committed Amount shall automatically increase pursuant to
Section 2.10(b) upon any prepayment of such Term Loans in connection with a Permitted
Acquisition or capital expenditure as provided in Section 3.2(a), then the Revolving
Committed Amount shall be automatically increased (without the consent of the Lenders),



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(ii) in connection with any automatic increase in the Revolving Committed Amount pursuant to
clause (i) above, a Revolving Loan shall be made to the Borrower, (iii) the proceeds of any
such Revolving Loan made pursuant to clause (ii) above, or other cash, shall be applied to
prepay the principal amount of the Term Loans in an amount equal to the amount of Cash
Collateral liquidated or withdrawn,



     § 2.12. Investments. Section 8.7(a) of the Original Credit Agreement is hereby
amended by adding the following at the end thereof: “or in the form of Permitted Cash Collateral
deposited with Intermediary in the Cash Collateral Account as required pursuant to Section 7.13(b)
in order to secure the Term Loans, in an amount up to the Required Collateral Amount”.



     § 2.13. Restricted Payments. Section 8.8(c) of the Original Credit Agreement is
hereby amended in its entirety to read as follows:




     (c) cash distributions may be made with the proceeds of Term Loans and equity
offerings, in each case in connection with transfers of assets from Spectra Energy Corp
and/or its Affiliates to the Borrower and/or its Subsidiaries; provided, the amount
of such distributions shall be less than or equal to the fair market value of the assets
(net of any consideration given by the Borrower with respect to such assets) contributed to
the Borrower in connection therewith, as determined by the Borrower in good faith;



     § 2.14. Lender Indemnification. The reference to “ratably according to its Commitment
Percentage” in the first sentence of Section 10.7 of the Original Credit Agreement is hereby
amended to refer instead to “ratably according to its Credit Exposure”.



     § 2.15. Commitment Percentages. As contemplated in Section 2.11 of the Original
Credit Agreement with respect to additional Term Loans, Schedule 1.1 of the Original Credit
Agreement is hereby amended in its entirety to read as set forth on Schedule 1.1 attached hereto.



     § 2.16. Form of Series 2 Term Note. Exhibit 2.9(b) to the Original Credit Agreement
is hereby amended in its entirety to read as set forth on Exhibit 2.9(b) attached hereto.



     § 2.17. New Lender. Upon its execution and as of the effectiveness hereof, Morgan
Stanley Senior Funding, Inc. shall be a party to the Credit Agreement and shall have the rights and
obligations of a Series 2 Term Loan Lender thereunder.



ARTICLE III. — Conditions of Effectiveness



     § 3.1. Second Amendment Effective Date. This Amendment shall become effective on the
date on or prior to January 14, 2011 on which the conditions set forth in this Section 3.1 shall
have been fulfilled (or waived in the sole discretion of the Series 2 Term Loan Lenders) (the
“Second Amendment Effective Date”):




     (a) Executed Credit Documents. Receipt by the Agent of duly executed copies of
(i) this Amendment, (ii) the Series 2 Term Notes, and (iii) all other Credit Documents, each
in form and substance acceptable to the Lenders.




     (b) Organizational Documents. Receipt by the Agent of the following:



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     (i) Partnership Documents. With respect to the Borrower, a copy of the
partnership agreement of the Borrower, together with all amendments thereto
certified to be true and complete by the appropriate Governmental Authority of the
State of organization of the Borrower and certified by an Authorized Officer of the
Borrower to be true and correct as of the Second Amendment Effective Date.




     (ii) Resolutions. Copies of resolutions, as appropriate, approving and
adopting the Amendment Documents to which Borrower is a party, the transactions
contemplated therein and authorizing execution and delivery thereof and certified by
an Authorized Officer of the Borrower to be in full force and effect as of the
Second Amendment Effective Date.




     (iii) Good Standing. Copies of certificates of good standing,
existence or their equivalent with respect to the Borrower certified as of a recent
date by the appropriate Governmental Authorities of the State of organization of the
Borrower.




     (iv) Incumbency. An incumbency certificate certified by an Authorized
Officer of the Borrower to be true and correct as of the Second Amendment Effective
Date.




     (c) Opinion of Counsel. Receipt by the Agent of an opinion from legal counsel
to the Borrower, addressed to the Agent on behalf of the Lenders and dated as of the Second
Amendment Effective Date, in form and substance satisfactory to the Agent.




     (d) Collateral. Receipt by the Agent of (i) Permitted Cash Collateral with a
value of not less than the Required Collateral Amount, calculated after giving effect to the
making of the Series 2 Term Loans on the Second Amendment Effective Date and (ii) such other
documentation and information as required herein or by the Collateral Documents.




     (e) Fees and Expenses. Payment by the Borrower of all fees and expenses owed
by it to the Lenders and the Agent.




     (f) Litigation; Environmental. As of the Second Amendment Effective Date: (i)
there shall be no actions, suits, investigations or legal, equitable, arbitration or
administrative proceedings pending or threatened against the Borrower which are likely to be
decided adversely to the Borrower and if so decided would have a Material Adverse Effect,
and (ii) except as would not reasonably be expected to result in a Material Adverse Effect:
(A) each of the real properties owned or leased by the Borrower (the “Properties”) and all
their operations at the Properties are in compliance with all applicable Environmental Laws,
(B) there is no receipt of notice regarding violation of any Environmental Law with respect
to the Properties or the businesses operated by the Borrower (the “Businesses”), and (C)
there are no conditions relating to the Businesses that would reasonably be expected to give rise
to a liability under any applicable Environmental Laws.




     (g) Material Adverse Effect. As of the Second Amendment Effective Date, no
event or condition shall have occurred since the Effective Date that would have or would be
reasonably expected to have a Material Adverse Effect.



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     (h) Certificate. The Agent shall have received a certificate or certificates
executed by an Approved Officer of the Borrower, as of the Second Amendment Effective Date
stating that (i) the Borrower is in compliance with all existing financial obligations,
unless such non-compliance would not have a Material Adverse Effect, (ii) no action, suit,
investigation or proceeding is pending or, to such officer’s knowledge, threatened in any
court or before any arbitrator or governmental instrumentality that purports to affect the
Borrower or any transaction contemplated by the Credit Documents, if such action, suit,
investigation or proceeding is likely to be adversely determined and if adversely determined
would be reasonably expected to have a Material Adverse Effect, (iii) the financial
statements and information delivered to the Agent on or before the Second Amendment
Effective Date were prepared in good faith and in accordance with GAAP and present fairly in
all material respects on a pro forma basis the financial condition, results of operations
and cash flows of the Borrower and its Subsidiaries as of such date and for such period,
with a calculation of the Consolidated Leverage Ratio, based upon the Borrower’s financial
statements as of the most recent Fiscal Quarter delivered pursuant to Section 5.1(f) hereof,
after giving effect to the Series 2 Term Loans and identifying the Cash Collateral Accounts
by name and account number, (iv) all consents and approvals of board of directors, equity
holders, general partners, Governmental Authorities and third parties necessary in
connection with the Credit Documents have been obtained, and (v) immediately after giving
effect to this Credit Agreement, the other Credit Documents and all the transactions
contemplated herein and therein to occur on such date, (A) no Default or Event of Default
exists and (B) all representations and warranties contained herein and in the other Credit
Documents are true and correct in all material respects on and as of the date made.




     (i) Other. Receipt by the Series 2 Term Loan Lenders of such other documents,
instruments, agreements or information as reasonably requested by any Series 2 Term Loan
Lender.




     (j) Minimum Series 2 Term Loan Commitments. The aggregate amount of
Commitments with respect to the Series 2 Term Loans of all Series 2 Term Loan Lenders on the
Second Amendment Effective Date shall be not less than $165,000,000.



ARTICLE IV. — Representations and Warranties



     § 4.1. Representations and Warranties of Borrower. In order to induce the Agent and
the Lenders to enter into this Amendment, the Borrower represents and warrants to the Agent and the
Lenders that each of the following statements is true and correct on the date hereof and as of the
Second Amendment Effective Date:



     (a) The representations and warranties made by the Credit Parties in the Credit Agreement
(other than as set forth in Section 6.12 and 6.14 thereof) are true and correct in all
material respects at and as if made as of the date hereof and at and as of the Second
Amendment Effective Date (except to the extent such representations and warranties expressly and
exclusively relate to an earlier date).



     (b) Neither the execution and delivery of the Amendment Documents, nor the consummation of the
transactions contemplated herein and therein, nor performance of and compliance with the terms and
provisions hereof and thereof by any Credit Party will (a) violate or



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conflict with any provision
of its organizational documents or bylaws, (b) violate, contravene or conflict with any law,
regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment,
injunction, decree or permit applicable to it, except as would not be reasonably expected to
adversely affect any Credit Party’s ability to timely pay or perform the Obligations, or the
validity or enforceability of the material terms of any Credit Document, (c) violate, contravene or
conflict with contractual provisions of, or cause an event of default under, any indenture, loan
agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a
party or by which it may be bound, except as would not be reasonably to have a Material Adverse
Effect, or (d) result in or require the creation of any Lien upon or with respect to its properties
other than the Liens under the Credit Agreement and under the Collateral Documents.




     (c) Each Credit Party (a) has the requisite power and authority to execute, deliver and
perform this Amendment and the other Amendment Documents and to incur the obligations herein and
therein provided for and (b) has been authorized by all necessary corporate, partnership or limited
liability company action to execute, deliver and perform this Amendment and the other Amendment
Documents.



     (d) This Amendment and the other Amendment Documents have been duly executed and delivered and
constitute legal, valid and binding obligations of each Credit Party which is a party thereto
enforceable against such Credit Party in accordance with their respective terms, except as may be
limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or
by general equitable principles.



     (e) No Default or Event of Default exists or is continuing either prior to or after giving
effect hereto.



     (f) Since the Effective Date, there has been no event or circumstance that, either
individually or collectively, has had or would reasonably be expected to have a Material Adverse
Effect.



ARTICLE V. — Miscellaneous



     § 5.1. Ratification of Agreement. The Original Credit Agreement as hereby amended is
hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Credit
Documents shall be deemed to refer to this Amendment also. The Credit Documents, as they may be
affected hereby, to which the Borrower is a party, are hereby ratified and confirmed in all
respects. The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Agent, or any
Lender under the Credit Agreement or any other Credit Documents, nor constitute a waiver of any
provision of the Credit Agreement or any other Credit Documents.



     § 5.2. Survival of Agreements. All representations, warranties, covenants and
agreements of the Borrower herein shall survive the execution and delivery of this Amendment and
the performance hereof, and shall further survive until all of the Obligations are paid in full.
All statements and agreements contained in any certificate or instrument, as applicable, delivered
by the Borrower hereunder or under the Credit Agreement to the Agent and/or the Lenders shall be
deemed to constitute representations and warranties by, or agreements and covenants of, the
Borrower under this Amendment and under the Credit Agreement.



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     § 5.3. Credit Documents. This Amendment and each other Amendment Document is a Credit
Document, and all provisions in the Credit Agreement pertaining to Credit Documents apply hereto
and thereto.



     § 5.4. Governing Law. THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     § 5.5. Counterparts; Fax. This Amendment may be separately executed in counterparts
and by the different parties hereto in separate counterparts, each of which when so executed shall
be deemed to constitute one and the same Amendment. This Amendment may be duly executed by
facsimile or other electronic transmission.



     § 5.6. Entirety. This Amendment together with the other Amendment Documents and the
other Credit Documents represent the entire agreement of the parties hereto and thereto, and
supersede all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the transactions
contemplated herein and therein.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG LENDERS, AGENT AND BORROWER.



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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.



	 	 	 	 	 
	 	SPECTRA ENERGY PARTNERS, LP,

Borrower

 	 
	 	By:  	Spectra Energy Partners (DE) GP, LP
 	 
	 	 	 
	 	By:  	                                              Spectra Energy Partners GP, LLC
 	 
	 	 	 
	 	By:  	                      /s/ Laura Buss Sayavedra
 	 
	 	 	Name:  	Laura Buss Sayavedra 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, successor-by-merger to

Wachovia Bank, National Association, as Agent

 	 
	 	By:  	/s/ Christina Faith
 	 
	 	 	Name:  	Christina Faith 	 
	 	 	Title:  	Director 	 




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	LENDERS: 	 WELLS FARGO BANK, NATIONAL 

ASSOCIATION,
successor-by-merger to Wachovia Bank, National
Association

 	 
	 	By:  	/s/ Christina Faith
 	 
	 	 	Name:  	Christina Faith 	 
	 	 	Title:  	Director 	 




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	 	CITIBANK, N.A., as a Lender

 	 
	 	By:  	/s/ John Miller
 	 
	 	 	Name:  	John Miller 	 
	 	 	Title:  	Vice President 	 



15









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a 

Lender

 	 
	 	By:  	/s/ Juan Javellana
 	 
	 	 	Name:  	Juan Javellana 	 
	 	 	Title:  	Vice President 	 



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	 	THE ROYAL BANK OF SCOTLAND 

PLC, as a Lender

 	 
	 	By:  	/s/ Brian Williams
 	 
	 	 	Name:  	Brian Williams 	 
	 	 	Title:  	Vice President 	 



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	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ Gregory C. Magnuson
 	 
	 	 	Name:  	Gregory C. Magnuson 	 
	 	 	Title:  	Vice President 	 



18









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	/s/ William W. Stevenson
 	 
	 	 	Name:  	William W. Stevenson 	 
	 	 	Title:  	Vice President 	 



19









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS BANK PLC, as a Lender

 	 
	 	By:  	/s/ Kevin Cullen
 	 
	 	 	Name:  	Kevin Cullen 	 
	 	 	Title:  	Director 	 



20









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI 

UFJ, LTD., NEW YORK BRANCH, as a 

Lender

 	 
	 	By:  	/s/ William S. Rogers
 	 
	 	 	Name:  	William S. Rogers 	 
	 	 	Title:  	Authorized Signatory 	 



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	 	CREDIT SUISSE, as a Lender

 	 
	 	By:  	/s/ Ari Bruger
 	 
	 	 	Name:  	Ari Bruger 	 
	 	 	Title:  	Vice President 	 
	 
	 	By:  	/s/ Rahul Parmar
 	 
	 	 	Name:  	Rahul Parmar 	 
	 	 	Title:  	Associate 	 



22









 






	 	 	 	 	 
	 	DEUTSCHE BANK AG

NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ Philippe Sandmeier
 	 
	 	 	Name:  	Philippe Sandmeier 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ Ming K Chu
 	 
	 	 	Name:  	Ming K. Chu 	 
	 	 	Title:  	Vice President 	 



23









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a 

Lender

 	 
	 	By:  	/s/ Jason S. York
 	 
	 	 	Name:  	Jason S. York 	 
	 	 	Title:  	Authorized Signatory 	 



24









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A., as a 

Lender

 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MORGAN STANLEY SENIOR 

FUNDING, INC., as a Lender

 	 
	 	By:  	/s/ Sherrese Clarke
 	 
	 	 	Name:  	Sherrese Clarke 	 
	 	 	Title:  	Vice President 	 



25









 







	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	By:  	/s/ April Varner-Nanton
 	 
	 	 	Name:  	April Varner-Nanton 	 
	 	 	Title:  	Director 	 



26









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND, 

N.V., formerly known as ABN AMRO 

Bank N.V., as a Lender

 	 
	 	By:  	/s/ Michael Costello
 	 
	 	 	Name:  	Michael Costello 	 
	 	 	Title:  	Director 	 



27









 







	 	 	 	 	 
	 	KEYBANK NATIONAL
ASSOCIATION,

 as a Lender

 	 
	 	By:  	/s/ Kevin D. Smith
 	 
	 	 	Name:  	Kevin D. Smith 	 
	 	 	Title:  	Senior Vice President 	 



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Schedule 1.1




Commitment Percentages



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Series 2	 
	 	 	 	 	 	 	 	 	 	 	Series 2	 	 	Term Loan	 
	 	 	Revolving	 	 	Commitment	 	 	Term Loan	 	 	Commitment	 
	Name of Lender	 	Commitment	 	 	Percentage	 	 	Commitment	 	 	Percentage	 
	Wells Fargo Bank, National Association
	 	$	38,500,000	 	 	 	7.700000	%	 	$	37,125,000	 	 	 	13.500000	%
	Citibank, N.A.
	 	$	44,500,000	 	 	 	8.900000	%	 	$	37,125,000	 	 	 	13.500000	%
	Credit Suisse
	 	$	42,000,000	 	 	 	8.400000	%	 	$	13,750,000	 	 	 	5.000000	%
	Barclays Bank PLC
	 	$	37,000,000	 	 	 	7.400000	%	 	$	37,125,000	 	 	 	13.500000	%
	Morgan Stanley Bank, N.A.
	 	$	36,000,000	 	 	 	7.200000	%	 	 	—	 	 	 	—	 
	Morgan Stanley Senior Funding, Inc.
	 	 	—	 	 	 	—	 	 	$	37,125,000	 	 	 	13.500000	%
	The Royal Bank of Scotland N.V.,
formerly known as ABN AMRO Bank N.V.
	 	$	31,000,000	 	 	 	6.200000	%	 	 	—	 	 	 	—	 
	Bank of America, N.A.
	 	$	31,000,000	 	 	 	6.200000	%	 	$	37,125,000	 	 	 	13.500000	%
	The Bank of Tokyo-Mitsubishi UFJ,
Ltd., New York Branch
	 	$	31,000,000	 	 	 	6.200000	%	 	 	—	 	 	 	—	 
	Deutsche Bank AG
	 	$	31,000,000	 	 	 	6.200000	%	 	$	13,750,000	 	 	 	5.000000	%
	JPMorgan Chase Bank, N.A.
	 	$	31,000,000	 	 	 	6.200000	%	 	$	37,125,000	 	 	 	13.500000	%
	The Royal Bank of Scotland plc
	 	$	31,000,000	 	 	 	6.200000	%	 	 	—	 	 	 	—	 
	SunTrust Bank
	 	$	31,000,000	 	 	 	6.200000	%	 	 	—	 	 	 	—	 
	UBS Loan Finance LLC
	 	$	31,000,000	 	 	 	6.200000	%	 	$	13,750,000	 	 	 	5.000000	%
	Merrill Lynch Bank USA
	 	$	31,000,000	 	 	 	6.200000	%	 	 	—	 	 	 	—	 
	KeyBank, National Association
	 	$	20,000,000	 	 	 	4.000000	%	 	 	—	 	 	 	—	 
	Royal Bank of Canada
	 	$	3,000,000	 	 	 	0.600000	%	 	$	11,000,000	 	 	 	4.000000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	500,000,000	 	 	 	100	%	 	$	275,000,000	 	 	 	100	%






29









 





EXHIBIT 2.9(b)




FORM OF SERIES 2 TERM LOAN NOTE




____________, ____




     FOR VALUE RECEIVED, SPECTRA ENERGY PARTNERS, LP, a Delaware limited partnership
(“Borrower”), hereby promises to pay to the order of                      (the
“Lender”), at the office of Wells Fargo Bank, National Association, successor-by-merger to
Wachovia Bank, National Association (the “Agent”) as set forth in that certain Credit
Agreement, dated as of May 24, 2007 among Borrower, as successor-by-merger to Spectra Energy
Partners OLP, LP, the Lenders identified therein (including the Lender) and Agent (as amended or
otherwise modified from time to time, the “Credit Agreement”), the aggregate unpaid
principal amount of the Series 2 Term Loans made by the Lender to the Borrower under the Credit
Agreement, in lawful money of the United States of America and in immediately available funds, on
the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the
unpaid principal amount of each such Series 2 Term Loan, at such office, in like money and funds,
for the period commencing on the date of such Series 2 Term Loans until such Series 2 Term Loans
shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.



     This Note is one of the Series 2 Term Loan Notes referred to in the Credit Agreement and
evidences the Series 2 Term Loans made by the Lender thereunder. The Lender shall be entitled to
the benefits of the Credit Agreement. Capitalized terms used in this Note have the respective
meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit
Agreement are expressly incorporated herein and made a part hereof.



     The Credit Agreement provides for the acceleration of the maturity of the Series 2 Term Loans
evidenced by this Note upon the occurrence of certain events (and for payment of collection costs
in connection therewith) and for prepayments of the Series 2 Term Loans upon the terms and
conditions specified therein. In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all
costs of collection, including reasonable attorney fees.



     Except as permitted by Section 11.3(b) of the Credit Agreement, this Note may not be assigned
by the Lender to any other Person.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as of the date first
above written.



	 	 	 	 	 
	 	SPECTRA ENERGY PARTNERS, LP, Borrower

 	 
	 	By:  	Spectra Energy Partners (DE) GP, LP
 	 
	 	 	 
	 	By:  	                                              Spectra Energy Partners GP, LLC
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




30