Contribution Agreement




 Exhibit 10.8 
 Execution Version 
  
  

CONTRIBUTION AGREEMENT 
 by and
among 
 SPECTRA ENERGY TRANSMISSION, LLC, 
 SPECTRA ENERGY PARTNERS (DE) GP, LP, 
 and 
 SPECTRA ENERGY PARTNERS, LP, 
 dated
as of 
 December 13, 2007 
  
  
  








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
		  	ARTICLE I	  	
		  	DEFINITIONS AND RULES OF CONSTRUCTION	  	
			
	Section 1.1	  	Definitions	  	2
			
	Section 1.2	  	Rules of Construction	  	11
			
		  	ARTICLE II	  	
		  	CONTRIBUTION; CLOSING	  	
			
	Section 2.1	  	Contribution of Contributed Interests	  	11
			
	Section 2.2	  	Consideration	  	12
			
	Section 2.3	  	The Closing	  	12
			
	Section 2.4	  	Post-Closing Working Capital Adjustment	  	13
			
		  	ARTICLE III	  	
		  	 REPRESENTATIONS AND WARRANTIES RELATING TO
 SE TRANSMISSION AND MLP GP
	  	
			
	Section 3.1	  	Organization	  	14
			
	Section 3.2	  	Authorization; Enforceability	  	14
			
	Section 3.3	  	No Conflict	  	15
			
	Section 3.4	  	Litigation	  	15
			
	Section 3.5	  	Brokers’ Fees	  	15
			
	Section 3.6	  	Ownership of Contributed Interests	  	15
			
	Section 3.7	  	Investment Representation	  	16
			
		  	ARTICLE IV	  	
		  	 REPRESENTATIONS AND WARRANTIES RELATING TO THE
 SALTVILLE COMPANIES
	  	
			
	Section 4.1	  	Organization of the Saltville Companies	  	16
			
	Section 4.2	  	Enforceability of Merger Agreement	  	16
			
	Section 4.3	  	No Conflict	  	17

  

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	Section 4.4	  	Subsidiaries	  	17
			
	Section 4.5	  	Financial Statements; Records; Undisclosed Liabilities	  	17
			
	Section 4.6	  	Absence of Certain Changes	  	17
			
	Section 4.7	  	Contracts	  	18
			
	Section 4.8	  	Intellectual Property	  	19
			
	Section 4.9	  	Litigation	  	19
			
	Section 4.10	  	Taxes	  	19
			
	Section 4.11	  	Environmental Matters	  	20
			
	Section 4.12	  	Legal Compliance	  	21
			
	Section 4.13	  	Permits	  	21
			
	Section 4.14	  	Insurance	  	21
			
	Section 4.15	  	Labor Relations; Employees	  	21
			
	Section 4.16	  	Title to Properties and Related Matters.	  	21
			
	Section 4.17	  	Brokers’ Fees	  	22
			
	Section 4.18	  	Regulatory Matters	  	22
			
		  	ARTICLE V	  	
		  	REPRESENTATIONS AND WARRANTIES RELATING TO SPECTRA MLP	  	
			
	Section 5.1	  	Organization of Spectra MLP	  	22
			
	Section 5.2	  	Authorization; Enforceability	  	22
			
	Section 5.3	  	No Conflict	  	23
			
	Section 5.4	  	Litigation	  	23
			
	Section 5.5	  	Brokers’ Fees	  	23
			
	Section 5.6	  	Investment Representation	  	23
			
	Section 5.7	  	Spectra MLP SEC Documents	  	23

  

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	 	  	ARTICLE VI	  	 
		  	COVENANTS	  	
			
	Section 6.1	  	Conduct of Business	  	24
			
	Section 6.2	  	Access	  	25
			
	Section 6.3	  	Third Party Approvals	  	26
			
	Section 6.4	  	Saltville Restructuring	  	26
			
	Section 6.5	  	Company Guarantees	  	26
			
	Section 6.6	  	Indebtedness for Borrowed Money	  	26
			
	Section 6.7	  	Update Information	  	27
			
	Section 6.8	  	Books and Records	  	27
			
	Section 6.9	  	Permits	  	27
			
	Section 6.10	  	Excluded Assets	  	27
			
	Section 6.11	  	Noncompetition Agreement	  	28
			
		  	ARTICLE VII	  	
		  	TAX MATTERS	  	
			
	Section 7.1	  	Tax Returns	  	28
			
	Section 7.2	  	Transfer Taxes	  	30
			
	Section 7.3	  	Tax Indemnity	  	30
			
	Section 7.4	  	Scope	  	31
			
	Section 7.5	  	Tax Refunds	  	31
		  	ARTICLE VIII	  	
		  	CONDITIONS TO OBLIGATIONS	  	
			
	Section 8.1	  	Conditions to Obligations of Spectra MLP	  	32
			
	Section 8.2	  	Conditions to the Obligations of SE Transmission and MLP GP	  	33
			
		  	ARTICLE IX	  	
		  	INDEMNIFICATION	  	
			
	Section 9.1	  	Survival	  	33

  

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	Section 9.2	  	Indemnification	  	34
			
	Section 9.3	  	Indemnification Procedures	  	35
			
	Section 9.4	  	Additional Agreements Regarding Indemnification	  	36
			
	Section 9.5	  	Waiver of Other Representations	  	37
			
	Section 9.6	  	Total Consideration Adjustment	  	38
			
	Section 9.7	  	Exclusive Remedy	  	38
			
		  	ARTICLE X	  	
		  	TERMINATION	  	
			
	Section 10.1	  	Termination	  	38
			
	Section 10.2	  	Effect of Termination	  	39
			
		  	ARTICLE XI	  	
		  	MISCELLANEOUS	  	
			
	Section 11.1	  	Notices	  	39
			
	Section 11.2	  	Assignment	  	40
			
	Section 11.3	  	Rights of Third Parties	  	41
			
	Section 11.4	  	Expense	  	41
			
	Section 11.5	  	Counterparts	  	41
			
	Section 11.6	  	Entire Agreement	  	41
			
	Section 11.7	  	Disclosure Schedule	  	41
			
	Section 11.8	  	Amendments	  	41
			
	Section 11.9	  	Publicity	  	41
			
	Section 11.10	  	Severability	  	42
			
	Section 11.11	  	Governing Law; Jurisdiction	  	42
			
	Section 11.12	  	Action by Spectra MLP	  	42

  

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 Disclosure Schedule 
  

					
	Schedule A	 	 –
	    	P-25 Assets
	Schedule 1.1(i)	 	–	    	Spectra MLP Knowledge
	Schedule 1.1(ii)	 	–	    	SE Transmission and MLP GP Knowledge
	Schedule 1.1(iii)	 	–	    	Permitted Liens
	Schedule 3.3	 	–	    	Transmission Approvals
	Schedule 3.5	 	–	    	SE Transmission and MLP GP Brokers’ Fees
	Schedule 3.6(b)	 	–	    	Voting Agreements
	Schedule 4.5	 	–	    	Financial Statements
	Schedule 4.6	 	–	    	Absence of Certain Changes
	Schedule 4.7(a)	 	–	    	Material Contracts
	Schedule 4.7(c)	 	–	    	Enforceability of Material Contracts; No Defaults
	Schedule 4.7(d)	 	–	    	Purchase and Sale Agreements
	Schedule 4.8(b)	 	–	    	Intellectual Property
	Schedule 4.9	 	–	    	Litigation
	Schedule 4.10	 	–	    	Taxes
	Schedule 4.11	 	–	    	Environmental Matters
	Schedule 4.13	 	–	    	Permits
	Schedule 4.14	 	–	    	Insurance
	Schedule 4.16(a)	 	–	    	Material Real Estate Leases
	Schedule 5.3	 	–	    	Spectra MLP Approvals
	Schedule 5.5	 	–	    	Spectra MLP Brokers’ Fees
	Schedule 6.1	 	–	    	Conduct of Business
	Schedule 6.1(v)	 	–	    	Capital Expenditures
	Schedule 6.5	 	–	    	Guarantees
	Schedule 6.10	 	–	    	Excluded Assets

 Exhibits 
  

					
	 Exhibit A
	  	–	  	Omnibus Amendment

  

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 CONTRIBUTION AGREEMENT 
 THIS CONTRIBUTION AGREEMENT, dated as of December 13, 2007 (this “Agreement”), is entered into by and among Spectra Energy
Transmission, LLC, a limited liability company organized under the Laws of the State of Delaware (“SE Transmission”), Spectra Energy Partners (DE) GP, LP, a limited partnership organized under the Laws of the State of
Delaware (“MLP GP”), and Spectra Energy Partners, LP, a limited partnership organized under the Laws of the State of Delaware (“Spectra MLP”). 
 RECITALS 
 WHEREAS, as of the date of this Agreement, SE Transmission
owns (i) 100% of the limited liability company interests in Saltville Gas Storage Company L.L.C., a limited liability company organized under the Laws of the Commonwealth of Virginia (“Saltville LLC”), (ii) 100% of
the capital stock of Spectra Energy Early Grove Company, a corporation organized under the Laws of the Commonwealth of Virginia (“SE Early Grove”), and (iii) 100% of the capital stock of Spectra Energy Virginia Pipeline
Company, a corporation organized under the Laws of the Commonwealth of Virginia (“SE Virginia Pipeline”); 
 WHEREAS,
prior to the Closing (as defined below): 
 (i) Certification of the storage facilities of SE Early Grove and SE Virginia Pipeline by the
Federal Energy Regulatory Commission, and relinquishment of jurisdiction over such storage facilities by the Virginia State Corporation Commission shall have been granted or shall have been deemed granted; 
 (ii) Saltville LLC intends to negotiate replacement Contracts with customers of SE Early Grove and SE Virginia Pipeline related to their storage assets;

 (iii) SE Early Grove and SE Virginia Pipeline intend to convert from corporations into limited liability companies; 
 (iv) SE Virginia Pipeline, after such conversion, intends to transfer to East Tennessee Natural Gas, LLC, a limited liability company organized under the
Laws of the State of Tennessee, pursuant to that certain asset purchase agreement between such parties and dated the date hereof (the “Asset Purchase Agreement”), all of its right, title and interest in approximately 72 miles
of 8” natural gas transmission pipeline commencing at SE Virginia Pipeline’s meter station located at Chilhowie, VA, and continuing eastward to SE Virginia Pipeline’s meter station located at Radford, VA, together with 0.5 miles of
the 4” Marion lateral, and certain other assets, liabilities and obligations associated with such pipeline facilities and described on Schedule A attached hereto (collectively, the “P-25 Assets”), in exchange for Common
Units (as defined below) and a cash reimbursement of prior capital expenditures, which Common Units and cash reimbursement would then be transferred to SE Transmission or one of its Affiliates (as defined below), other than the Saltville Companies,
prior to the Closing; 








 (v) SE Early Grove and SE Virginia Pipeline, after conversion into limited liability companies, would
then merge with and into Saltville LLC, pursuant to a merger agreement (the “Merger Agreement”), with Saltville LLC being the surviving entity; 
 (vi) SE Transmission would then contribute to Spectra MLP, and Spectra MLP would then accept from SE Transmission, 97.6% of the limited liability company interests in Saltville LLC (the “SET Contributed
Interests”), and, in exchange, Spectra MLP would distribute, as contemplated in this Agreement, to SE Transmission (a) a certain number of Common Units and (b) a certain amount in cash as a reimbursement for capital
expenditures incurred by SE Transmission with respect to certain assets of Saltville LLC; 
 (vii) SE Transmission would then
contribute 2.376% of the limited liability company interests in Saltville LLC to Spectra Energy Southeast Pipeline Corporation, a corporation organized under the Laws of the State of Delaware (“SE Southeast
Pipeline”) and 0.024% of its limited liability company interests in Saltville LLC to Spectra Energy Partners GP, LLC, a limited liability company organized under the Laws of the State of Delaware (“MLP GP
LLC”), and SE Southeast Pipeline and MLP GP LLC would contribute all their respective limited liability company interests in Saltville LLC received from SE Transmission to MLP GP (the actions to be taken in sections
(i) through (v) and section (vii) hereof, collectively, the “Saltville Restructuring”);  
 WHEREAS, MLP GP would then contribute to Spectra MLP, and Spectra MLP would then accept from MLP GP, all of MLP GP’s limited liability company interests in Saltville LLC (the “MLP GP Contributed
Interests”), and, in exchange, Spectra MLP would distribute to MLP GP a certain number of General Partner Units; 
 NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties (as defined below) agree as follows: 

ARTICLE I 
 DEFINITIONS AND RULES
OF CONSTRUCTION 
 Section 1.1 Definitions. As used herein, the following capitalized terms shall have
the following meanings: 
 “Accounting Referee” has the meaning provided such term in Section 2.4(c). 

“Adjustment Amount” has the meaning provided such term in Section 2.4(e). 
 “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is
under common control with, such specified Person through one or more intermediaries or otherwise. For the purposes of this definition, “control” means, where used with respect to any Person, the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. 
  

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 “AGL Agreement” means that Purchase and Sale Agreement, dated as of
April 27, 2005, among NUI Saltville Storage, Inc., a Delaware corporation, Virginia Gas Company, a Delaware corporation, Duke Energy Gas Transmission, LLC, a Delaware limited liability company, Duke Energy Saltville Gas Storage, L.L.C., a
Delaware limited liability company, and NUI Corporation, a New Jersey corporation. 
 “Agreement” has the meaning
provided such term in the preamble to this Agreement. 
 “Asset Purchase Agreement” has the meaning provided such
term in the recitals of this Agreement. 
 “Balance Sheet Date” means October 31, 2007. 
 “Billed Party” has the meaning provided such term in Section 7.1(d). 
 “Business” means the operations and business conducted by the Saltville Companies. 
 “Business Day” means any day that is not a Saturday, Sunday or legal holiday in the State of Texas or a federal holiday in the
United States. 
 “Claim Notice” has the meaning provided such term in Section 9.3(a). 
 “Closing” has the meaning provided such term in Section 2.3(a). 
 “Closing Date” has the meaning provided such term in Section 2.3(a). 
 “Code” means the Internal Revenue Code of 1986. 
 “Commission” means the United States Securities and Exchange Commission. 
 “Common Units” has the meaning provided such term in the Spectra MLP Partnership Agreement. 
 “Company Guarantees” means all guaranties, letters of credit, bonds, sureties, cash collateral accounts, and other credit support or assurances provided by SE Transmission or any of its Affiliates (other than the
Saltville Companies) in support of any obligations of any of the Saltville Companies or the Business, including those obligations listed on Schedule 6.5. 
 “Conflicts Committee” has the meaning provided such term in the Spectra MLP Partnership Agreement. 
 “Contract” means any legally binding agreement, commitment, lease, license or contract. 
 “Contributed Interests” means the SET Contributed Interests and/or the MLP GP Contributed Interests, as applicable. 
 “Cross Receipt” means a cross receipt acknowledging the receipt of the items in Section 2.3(b)(i) and (v) by Spectra MLP and the items in Section 2.3(c)(i), (ii) and
(v) by SE Transmission and MLP GP. 
  

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 “Disclosure Schedule” means the schedules attached hereto. 
 “Dollars” and “$” mean the lawful currency of the United States. 
 “Effective Time” has the meaning provided such term in Section 2.3(a). 
 “Environment” means (a) the navigable waters, the waters of the contiguous zone, and the ocean waters
of which the natural resources are under the exclusive management authority of the United States under the Magnuson-Stevens Fishery Conservation and Management Act, 16 U.S.C. 1801 et seq., and (b) any other surface water, ground
water, drinking water supply, land surface or subsurface strata, or ambient air within the United States or under the jurisdiction of the United States. 
 “Environmental Law” means any Law relating to the environment, natural resources, or the protection thereof, including any applicable provisions of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et
seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Insecticide,
Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq., the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., and any Law relating to
health, safety, the Environment, natural resources or the protection thereof, and all analogous state or local statutes, and the regulations promulgated pursuant thereto. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 
 “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations of the Commission promulgated thereunder. 
 “Excluded Assets” has the meaning provided such term in Section 6.10. 
 “Final Net Working Capital” means the difference of (x) total current assets less (y) total current liabilities, each as shown on the balance sheet of Saltville LLC as of the Closing Date (which sheet shall
be prepared in the same manner, under the same basis, with the same methodology and principles, and utilizing the same line items as the Financial Statements) except that the amount of total current liabilities shall be reduced to exclude any ad
valorem Taxes and federal and state income Taxes. 
 “Financial Statements” has the meaning provided such term in
Section 4.5(a). 
 “Fundamental Representations and Warranties” means the representations
and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.4. 
 “GAAP” means generally accepted accounting
principles of the United States, consistently applied. 
 “General Partner Units” has the meaning provided such term
in the Spectra MLP Partnership Agreement. 
  

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 “Governmental Authority” means any federal, state, municipal, local or similar
governmental authority, regulatory or administrative agency, court or arbitral body. 
 “Hazardous Substance(s)”
means each substance defined, designated or classified as a hazardous waste, hazardous substance, hazardous material, pollutant, containment or toxic substance under any Environmental Law and any petroleum or petroleum products that have
been Released into the environment. 
 “Indebtedness for Borrowed Money” means with respect to any Person, at any
date, without duplication, (a) all obligations of such Person for borrowed money (including intercompany obligations), including all principal, interest, premiums, fees, expenses, overdrafts and penalties with respect thereto, (b) all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property, except trade payables incurred in the ordinary course of business,
(d) all obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (e) all capitalized lease obligations of such Person, and (f) all indebtedness of any
other Person of the type referred to in clauses (a) to (e) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such indebtedness has been assumed by such Person. 
 “Indemnified Party” has the meaning provided such term in Section 9.3(a). 
 “Indemnifying Party” has the meaning provided such term in Section 9.3(a). 
 “Indemnified Tax Claim” has the meaning provided such term in Section 7.3(b). 
 “Intellectual Property” means intellectual property rights, statutory or common law, worldwide, including (a) trademarks,
service marks, trade dress, slogans, logos and all goodwill associated therewith, and any applications or registrations for any of the foregoing, (b) copyrights and any applications or registrations for any of the foregoing, and
(c) patents, all confidential know-how, trade secrets and similar proprietary rights in confidential inventions, discoveries, improvements, processes, techniques, devices, methods, patterns, formulae and specifications. 
 “Knowledge” as to Spectra MLP means the actual knowledge of those Persons listed on Schedule 1.1(i), and; as to SE
Transmission and MLP GP means the actual knowledge of those Persons listed on Schedule 1.1(ii); provided, however, that those Persons noted in such Schedule 1.1(ii) as not having knowledge as to the Saltville Companies
shall be disregarded with respect to any representation relating to the Saltville Companies qualified by “Knowledge”. 
 “Law” means any applicable law, rule, regulation, ordinance, order, judgment or decree of a Governmental Authority. 
 “Lien(s)” means, with respect to any property or asset, any mortgage, pledge, charge, security interest or other encumbrance of any kind in respect of such property or asset. 
 “Losses” means all actual liabilities, losses, damages, fines, penalties, judgments, settlements, awards, costs and expenses
(including reasonable fees and expenses of counsel); 

  

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provided, however, that Losses shall not include any special, punitive, exemplary, incidental, consequential or indirect damages nor shall Losses
include lost profits, lost opportunities or other speculative damages; provided, further, however, that the preceding proviso shall not apply to the extent a Party is required to pay such damages to a third party in connection with a matter
for which such Party is entitled to indemnification under Article IX. 
 “Material Adverse Effect” means, with
respect to any Person, any circumstance, change or effect that (a) is or would reasonably be expected to be materially adverse to the business, operations or financial condition of such Person (and in the case of any Saltville Company, of the
Saltville Companies and the Business taken as a whole), or (b) materially impedes or would reasonably be expected to impede the ability of such Person to complete the transactions contemplated herein, but shall exclude any circumstance, change
or effect resulting or arising from: 
 (i) any change in general economic conditions in the industries or markets in which any of the
Saltville Companies operates; 
 (ii) seasonal reductions in revenues or earnings of the Saltville Companies substantially consistent with
the historical results of such businesses; 
 (iii) national or international political conditions, including any engagement in hostilities,
whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; 
 (iv)
changes in Law or GAAP; or 
 (v) the entry into or announcement of this Agreement, actions contemplated by this Agreement or the
consummation of the transactions contemplated hereby. 
 Notwithstanding the foregoing, clauses (i), (iii) and (iv) shall not apply
in the event of a disproportionate effect on the Saltville Companies as compared to other entities in the industry or markets in which the Saltville Companies operate. 
 “Material Contracts” has the meaning provided such term in Section 4.7(a). 
 “Material Real Estate Leases” has the meaning provided such term in Section 4.16(a). 
 “Merger Agreement” has the meaning provided such term in the recitals of this Agreement. 
 “MLP
GP” has the meaning provided such term in the preamble to this Agreement. 
 “MLP GP Consideration”
means an amount equal to the product of the Per Unit Value times the MLP GP General Partner Units. 
 “MLP GP Contributed
Interests” has the meaning provided such term in the recitals of this Agreement. 
  

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 “MLP GP General Partner Units” means the number of General Partner Units that is
computed by (i) adding the Saltville Total Value and the P-25 Total Value (as defined in the Asset Purchase Agreement), (ii) subtracting both the Saltville CapEx Reimbursement and the P-25 CapEx Reimbursement (as defined in the Asset
Purchase Agreement) from that sum, (iii) dividing that difference by the Per Unit Value, and (iv) multiplying that quotient by 2%. 
 “MLP GP Indemnified Parties” has the meaning provided such term in Section 9.2(b). 
 “MLP
GP LLC” has the meaning provided such term in the recitals of this Agreement. 
 “Omnibus Agreement”
means the Omnibus Agreement effective as of July 2, 2007, among Spectra MLP, MLP GP, Spectra Energy Partners, GP, LLC, a limited liability company organized under the Laws of the State of Delaware, and Spectra Energy Corp, a corporation
organized under the Laws of the State of Delaware. 
 “Omnibus Amendment” means the Amendment to Omnibus Agreement
attached as Exhibit A. 
 “Organizational Documents” means any charter, certificate of incorporation,
certificate of formation, articles of association, bylaws, partnership agreement, operating agreement or similar formation or governing documents and instruments. 
 “P-25 Assets” has the meaning provided such term in the recitals of this Agreement. 
 “P-25 Indemnity Obligations” has the meaning provided such term in Section 9.2(a). 
 “P-25
Pipeline” means approximately 72 miles of 8” transmission pipeline operated by Seller. 
 “Parties”
means SE Transmission, MLP GP and Spectra MLP. 
 “Per Unit Valuation Date” means the date that is three days prior
to the Closing Date. 
 “Per Unit Value” means the volume-weighted average price of the Common Units on the New York
Stock Exchange during the 20 trading days immediately preceding the Per Unit Valuation Date, calculated using the Bloomberg SEP Equity AQR function. 
 “Permits” means authorizations, licenses, permits or certificates issued by Governmental Authorities; provided, however, right-of-way agreements and similar rights and approvals are not
included in the definition of Permits. 
 “Permitted Liens” means (a) Liens for Taxes not yet delinquent or
being contested in good faith by appropriate proceedings, (b) statutory Liens (including materialmen’s, warehousemen’s, mechanic’s, repairmen’s, landlord’s, and other similar Liens) arising in the ordinary course of
business securing payments not yet delinquent or being contested in good faith by appropriate proceedings, (c) the rights of lessors and lessees under leases, and the rights of third parties under any agreement, in each case executed in the
ordinary course of business and that do not materially and adversely affect the ability of the Saltville Companies to conduct 

  

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their Business as currently conducted, (d) the rights of licensors and licensees under licenses executed in the ordinary course of business and that do
not materially and adversely affect the ability of the Saltville Companies to conduct their Business as currently conducted, (e) restrictive covenants, easements and defects, imperfections or irregularities of title or Liens, if any, of a
nature that do not materially and adversely affect the assets or properties subject thereto, (f) preferential purchase rights and other similar arrangements with respect to which consents or waivers are obtained for this transaction or as to
which the time for asserting such rights has expired at the Closing Date without an exercise of such rights, (g) restrictions on transfer with respect to which consents or waivers are obtained for this transaction, (h) Liens granted in the
ordinary course of business which do not secure the payment of Indebtedness for Borrowed Money and which do not materially and adversely affect the ability of the Saltville Companies to conduct their Business as currently conducted, (i) Liens
listed in Schedule 1.1(iii), and (j) Liens created by Spectra MLP or its successors and assigns. 
 “Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any
kind. 
 “Pre-Closing Tax” has the meaning provided such term in Section 7.1(c). 
 “Pre-Closing Taxable Period” means any taxable period ending on or before the Effective Time and that portion of any taxable
period beginning before and ending after the Effective Time that ends on the Effective Time. 
 “Reasonable Efforts”
means efforts in accordance with reasonable commercial practice and without the incurrence of unreasonable expense. 
 “Reference
Net Working Capital” means $1,122,527. 
 “Refund Amount” has the meaning provided such term in
Section 2.4(e). 
 “Release” means any depositing, spilling, leaking, pumping, pouring,
placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing of, without limitation, Hazardous Substances, into the Environment.  
 “Representatives” means, as to any Person, its officers, directors, employees, counsel, accountants, financial advisers and
consultants. 
 “Saltville CapEx Reimbursement” means 97.6% of the sum of the capital
expenditures incurred by the Saltville Companies with respect to their assets other than the P-25 Assets during the 24 month period prior to the Closing Date; provided, however, that such amount shall not exceed $10,000,000.

 “Saltville Companies” means, prior to Saltville Restructuring, Saltville LLC, SE Early Grove and SE Virginia
Pipeline, and “Saltville Company” means any one of the foregoing. After the Saltville Restructuring, “Saltville Company” shall mean Saltville LLC. 
 “Saltville LLC” has the meaning provided such term in the recitals of this Agreement. 
  

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 “Saltville Restructuring” has the meaning provided such term in the recitals of
this Agreement. 
 “Saltville Total Value” means $81,700,000. 
 “SE Early Grove” has the meaning provided such term in the recitals of this Agreement. 
 “SE Southeast Pipeline” has the meaning provided such term in the recitals of this Agreement. 
 “SE Transmission” has the meaning provided such term in the preamble to this Agreement. 
 “SE Transmission Indemnified Parties” has the meaning provided such term in Section 9.2(b). 
 “SE Virginia Pipeline” has the meaning provided such term in the recitals of this Agreement. 
 “Securities Act” means the Securities Act of 1933 and the rules and regulations of the Commission promulgated thereunder.

 “SET Common Units” means the number of Common Units that is computed by (i) subtracting the Saltville CapEx
Reimbursement from the Saltville Total Value, (ii) dividing that difference by the Per Unit Value, and (iii) subtracting the number of MLP GP General Partner Units from that quotient. 
 “SET Consideration” means an amount equal to the product of the Per Unit Value times the SET Common Units. 
 “SET Contributed Interests” has the meaning provided such term in the recitals of this Agreement. 
 “Spectra Energy Corp” means Spectra Energy Corp, a Delaware corporation. 
 “Spectra MLP” has the meaning provided such term in the preamble to this Agreement. 
 “Spectra MLP Approvals” has the meaning provided such term in Section 5.3. 
 “Spectra MLP Financial Statements” has the meaning provided such term in Section 5.8. 
 “Spectra MLP Indemnified Parties” has the meaning provided such term in Section 9.2(a). 
 “Spectra MLP Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Spectra Energy
Partners, LP dated as of July 2, 2007. 
 “Spectra MLP SEC Documents” has the meaning provided such term in
Section 5.8. 
  

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 “Tax” means (a) all taxes, assessments, duties, levies, imposts or other
similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall
profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental (including taxes under Code Section 59A), alternative minimum, add-on, value-added, withholding (including backup withholding) and
other taxes, assessments, duties, levies, imposts or other similar charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), and all estimated taxes, deficiency assessments,
additions to tax, additional amounts imposed by any Governmental Authority, penalties and interest, (b) any liability of any Saltville Company for the payment of any amounts of any of the foregoing types as a result of being a member of an
affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability of such Saltville Company for payment of such amounts was determined or taken into account with reference to the liability of any
other Person and (c) any liability of any Saltville Company for the payment of any amounts as a result of being a party to any Tax-Sharing Agreement or with respect to the payment of any amounts of any of the foregoing types as a result of any
express or implied obligation to indemnify any other Person. 
 “Tax Authority” means any Governmental Authority
having jurisdiction over the assessment, determination, collection or imposition of any Tax. 
 “Tax Benefit” means,
with respect to a Loss, an amount by which the Tax liability of a Person (or group of corporations filing a Tax Return that includes the Person), with respect to a taxable period, is reduced as a result of such Loss or the amount of any Tax refund
or Tax credit that is generated (including, by deduction, loss, credit or otherwise) as a result of such Loss, and any related interest received from any relevant Tax Authority; provided, however, in each case, only the reasonable present
value of any Tax Benefit shall be considered with respect to a Loss. 
 “Tax Indemnified Party” has the meaning
provided such term in Section 7.3(b). 
 “Tax Indemnifying Party” has the meaning provided such term in
Section 7.3(b). 
 “Tax Proceeding” has the meaning provided such term in Section 7.1(f). 
 “Tax Returns” means any report, return, election, document, estimated Tax filing, declaration or other filing provided to any Tax
Authority, including any amendments thereto. 
 “Tax-Sharing Agreement” means any existing agreement or arrangement
(whether or not written) that is binding on any Saltville Company and regarding the sharing, allocation or payment of Taxes or amounts in lieu of Taxes. 
 “Third Party Claim” has the meaning provided such term in Section 9.3(a). 
 “Transmission Approvals” has the meaning provided such term in Section 3.3. 
 “United
States” or “U.S.” means United States of America. 
  

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 Section 1.2 Rules of Construction. 
 (a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement
unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. 
 (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding
meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or
“including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. 
 (c) The Parties
acknowledge that each Party and its attorney have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an
agreement, shall not be applicable to the construction or interpretation of this Agreement. 
 (d) The captions in this Agreement are for
convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. 
 (e) All references to currency herein shall be to, and all payments required hereunder shall be paid in, Dollars. 
 (f) All
accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. 
 (g) Any event hereunder
requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day. 
 (h)
References to any Law are references to such Law as it may be amended from time to time, and references to particular provisions of a Law include a reference to the corresponding provisions of any succeeding Law. 
 ARTICLE II 
 CONTRIBUTION; CLOSING

 Section 2.1 Contribution of Contributed Interests. 
 (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, SE Transmission shall contribute to Spectra MLP, and
Spectra MLP shall accept from SE Transmission, the SET Contributed Interests, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws. 
  

 11 









 (b) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, MLP GP
shall contribute to Spectra MLP, and Spectra MLP shall accept from MLP GP, the MLP GP Contributed Interests, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws. 
 Section 2.2 Consideration. 
 (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, in exchange for the SET Contributed Interests, Spectra MLP shall (i) distribute to SE Transmission the SET Common
Units and (ii) pay to SE Transmission the Saltville CapEx Reimbursement, which amount shall be payable in cash. For purposes of determining the Saltville CapEx Reimbursement, SE Transmission shall provide a binding good faith estimate of such
amount at least ten days prior to the Closing Date. 
 (b) At the Closing, upon the terms and subject to the conditions set forth in this
Agreement, in exchange for the MLP GP Contributed Interests, Spectra MLP shall distribute to MLP GP the MLP GP General Partner Units. 
 (c)
The Parties acknowledge that the transactions described in this Article II are properly characterized as transactions described in Section 721(a) of the Code. 
 Section 2.3 The Closing. 
 (a) The closing of the transactions contemplated
by this Agreement (the “Closing”) shall take place at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Houston, Texas 77002, commencing at 10:00 a.m. local time on the later of April 1, 2008 and the first day
of the month following the date on which all conditions to the obligations of the Parties to consummate the transactions contemplated hereby have been satisfied or waived (other than conditions with respect to actions the Parties shall take at the
Closing itself) or such other date as the Parties may mutually determine (the “Closing Date”); provided, however, the Closing shall be deemed to have been consummated at 12:30 a.m. Houston, Texas time on the
Closing Date (the “Effective Time”). 
 (b) At the Closing, each of SE Transmission and MLP GP will deliver the
following documents and deliverables to Spectra MLP: 
 (i) an assignment or assignments effecting the transfer to Spectra MLP of ownership
of all of the Contributed Interests together with certificates, if any, representing the Contributed Interests and such other documentation as is required to admit Spectra MLP as a member of Saltville LLC; 
 (ii) a certification in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that neither MLP GP’s owner nor SE
Transmission is a foreign person; 
 (iii) the Omnibus Amendment executed by MLP GP LLC and MLP GP; 
  

 12 









 (iv) the Cross Receipt executed by each of SE Transmission and MLP GP; and 
 (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by Spectra MLP and agreed to by SE Transmission or
MLP GP prior to the Closing Date to carry out the intent and purposes of this Agreement. 
 (c) At the Closing, Spectra MLP will deliver the
following documents and deliverables to SE Transmission or MLP GP, as applicable, or take the following actions: 
 (i) the Saltville CapEx
Reimbursement to SE Transmission by wire transfer of immediately available U.S. federal funds to an account or accounts specified by SE Transmission; 
 (ii) issue, in certificated or book entry form, to SE Transmission the SET Common Units, and to MLP the MLP GP General Partner Units; 
 (iii) the Omnibus Amendment executed by Spectra MLP; 
 (iv) the Cross Receipt executed by Spectra MLP; and

 (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by SE Transmission or MLP GP and
agreed to by Spectra MLP prior to the Closing Date to carry out the intent and purposes of this Agreement. 
 Section 2.4
Post-Closing Working Capital Adjustment. 
 (a) Within 45 days following the Closing Date, SE Transmission shall
deliver to Spectra MLP its estimate of Final Net Working Capital. 
 (b) If Spectra MLP objects to SE Transmission’s estimate, then it
must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE
Transmission’s estimate shall be final and binding. 
 (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission
are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an
independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute
resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a
written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such
notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE 

  

 13 









 
Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed
any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. 
 (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within
30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The
authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award
interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be
final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. 
 (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement,
an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of
the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or
Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital.
To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as
consideration for the transfer of the Contributed Interests. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 RELATING TO SE TRANSMISSION AND MLP GP

 Except as disclosed in the Disclosure Schedule, each of SE Transmission and MLP GP, as applicable, hereby jointly and severally
represents and warrants to Spectra MLP as follows: 
 Section 3.1 Organization. It is a limited liability
company or limited partnership, as applicable, duly organized, validly existing and in good standing under the Laws of the State of Delaware. 
 Section 3.2 Authorization; Enforceability. It has all requisite limited liability company or limited partnership power and authority, as applicable, to execute and deliver this Agreement and to perform all
obligations to be performed by it hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have 

  

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been duly and validly authorized and approved by all requisite limited liability company or limited partnership action, as applicable, on its part, and no
other limited liability company or limited partnership proceeding, as applicable, on its part is necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by it, and this Agreement constitutes a valid and
binding obligation of it, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject,
as to enforceability, to general principles of equity. 
 Section 3.3 No Conflict. The execution and
delivery of this Agreement by it and the consummation of the transactions contemplated hereby by it (assuming all required filings, consents, approvals, authorizations and notices set forth in Schedule 3.3 (collectively, the
“Transmission Approvals”) have been made, given or obtained) do not and shall not: 
 (a) violate in any material
respect any Law applicable to it or Spectra Energy Corp or require of it or Spectra Energy Corp any filing with, consent, approval or authorization of, or notice to, any Governmental Authority; 
 (b) violate any of its or Spectra Energy Corp’s Organizational Documents; or 
 (c)(i) breach any material Contract to which it or Spectra Energy Corp is a party or by which it or Spectra Energy Corp may be bound, (ii) result in
the termination of any such material Contract, (iii) result in the creation of any Lien upon any of its Contributed Interests or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach,
termination or creation of a Lien upon any of its Contributed Interests. 
 Section 3.4 Litigation.
There are no legal actions before any Governmental Authority or lawsuits pending or, to the Knowledge of Spectra Transmission and MLP GP, as applicable, threatened against it that would adversely affect its ability to perform its obligations under
this Agreement, and there are no orders or unsatisfied judgments from any Governmental Authority binding upon it that would adversely affect its ability to perform its obligations under this Agreement. 
 Section 3.5 Brokers’ Fees. Except as set forth on Schedule 3.5, no broker, finder, investment banker or other
Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by it or any of its Affiliates. 
 Section 3.6 Ownership of Contributed Interests. 
 (a) It has good and valid title to, holds of record and owns its Contributed Interests free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws. 
 (b) SE Transmission, as of the date of this Agreement, owns 100% of the equity interests of the Saltville Companies. The Contributed Interests represent
100% of the limited liability company interests in Saltville LLC. With respect to each Saltville Company, there are no outstanding options, warrants, rights or other securities convertible into or 

  

 15 









 
exchangeable or exercisable for equity securities, any other commitments or agreements providing for the issuance of additional equity interests or the
repurchase or redemption of equity interests, and there are no agreements of any kind which may obligate any of the Saltville Companies to issue, purchase, redeem or otherwise acquire any of their respective equity interests. Except as set forth in
Schedule 3.6(b), there are no voting agreements, proxies or other similar agreements or understandings with respect to the equity interests of any Saltville Company. All of its Contributed Interests are duly authorized, validly issued and
outstanding and fully paid, and were issued free of preemptive rights in compliance with Laws. Upon consummation of the transactions contemplated by this Agreement, Spectra MLP will acquire good and valid title to all of its Contributed Interests,
free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or Liens created by Spectra MLP. 
 Section 3.7 Investment Representation. It is purchasing the Common Units or General Partner Units, as applicable, for its own account with the present intention of holding such units for investment purposes and not
with a view to or for sale in connection with any public distribution of such units in violation of any federal or state securities Laws. It acknowledges that such Common Units or General Partner Units, as applicable, have not been registered under
federal and state securities Laws and that such Common Units or General Partner Units, as applicable, may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge,
hypothecation or other disposition is registered under federal and state securities Laws or pursuant to an exemption from registration under any federal or state securities Laws. 
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES 
 RELATING TO THE SALTVILLE COMPANIES 
 Except as disclosed in the Disclosure Schedule, each of SE Transmission and MLP GP hereby jointly and severally represents and warrants to Spectra MLP as follows: 
 Section 4.1 Organization of the Saltville Companies. Each of the Saltville Companies is a limited liability company or corporation, as applicable, duly organized, validly existing and in good
standing under the Laws of the Commonwealth of Virginia, and has all requisite limited liability company or corporate power and authority, as applicable, to own, operate or lease its properties assets and to conduct the Business as it is now being
conducted. Each of the Saltville Companies is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where
the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect on the Saltville Companies. SE Transmission and MLP GP has made available to Spectra MLP true copies of all existing Organizational
Documents of the Saltville Companies. 
 Section 4.2 Enforceability of Merger Agreement. When executed, the Merger
Agreement will be duly and validly executed and delivered by the Saltville Companies, and the Merger Agreement will, upon execution, constitute a valid and binding obligation of the Saltville Companies, enforceable against them in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. 
  

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 Section 4.3 No Conflict. The execution and delivery of this Agreement by each
of SE Transmission and MLP GP and the consummation of the transactions contemplated hereby by SE Transmission and MLP GP (assuming all of the Transmission Approvals have been made, given or obtained) do not and shall not: 
 (a) violate, in any material respect, any Law applicable to the Saltville Companies or require of the Saltville Companies any filing with, consent,
approval or authorization of, or notice to, any Governmental Authority; 
 (b) violate any Organizational Document of the Saltville
Companies; or 
 (c)(i) breach any Material Contract, (ii) result in the termination of any such Material Contract, (iii) result in
the creation of any Lien under any Material Contract or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien. 
 Section 4.4 Subsidiaries. The Saltville Companies do not own any equity interests in any Person. 
 Section 4.5 Financial Statements; Records; Undisclosed Liabilities. 
 (a) Schedule 4.5 sets forth true and complete copies of the standalone unaudited pro forma balance sheets of each Saltville Company and the
consolidated unaudited pro forma balance sheet of the Saltville Companies with the adjustments set forth on Schedule 4.5, in each case as of the Balance Sheet Date (such sheets being the “Financial Statements”).
The Financial Statements have been prepared in accordance with GAAP, in each case except as otherwise stated in the footnotes and except for normal year-end adjustments and the absence of footnote disclosure, and present fairly in accordance with
GAAP, in all material respects, the financial position of the Saltville Companies as of such date. 
 (b) All liabilities of the Saltville
Companies that are required by GAAP to be reflected or reserved against in the Financial Statements have been so reflected or reserved against in the Financial Statements. 
 Section 4.6 Absence of Certain Changes. Except as disclosed on Schedule 4.6, from the Balance Sheet Date, (a) there
has not been any Material Adverse Effect on the Saltville Companies, (b) the Business of the Saltville Companies has been conducted, in all material respects, only in the ordinary course consistent with past practices, and (c) there has
been no damage, destruction or loss to the assets or properties of the Saltville Companies which could reasonably be expected to have a Material Adverse Effect on the Saltville Companies. 
  

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 Section 4.7 Contracts. 
 (a) Schedule 4.7(a) contains a true and complete listing of the following Contracts to which any of the Saltville Companies is a party (such
Contracts that are required to be listed on Schedule 4.7(a) being “Material Contracts”): 
 (i) each Contract
for the transportation or storage of gas; 
 (ii) each Contract for Indebtedness for Borrowed Money except for any that will be cancelled
prior to Closing; 
 (iii) each Contract involving a remaining commitment by a Saltville Company to pay capital expenditures in excess of
$50,000; 
 (iv) each Contract for lease of personal property involving payments in excess of $50,000 in any calendar year; 
 (v) each Contract between SE Transmission, MLP GP or an Affiliate of either (other than any of the Saltville Companies) on the one hand, and any of the
Saltville Companies, on the other hand, which will survive the Closing; 
 (vi) each Contract that provides for a limit on the ability of a
Saltville Company to compete in any line of business or with any Person or in any geographic area during any period of time after the Closing; 
 (vii) except for Contracts of the nature described in clauses (ii) through (vi) above, any Contract for the purchase of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments by a
Saltville Company of $50,000 or more in any 12 month period; 
 (viii) any partnership or joint venture agreement (other than the
Organizational Documents of the Saltville Companies); 
 (ix) any Contract pursuant to which any third party has rights to own or use any
material asset of a Saltville Company, including any Intellectual Property right of a Saltville Company, other than pursuant to Contracts entered into by the Saltville Companies with such third parties in the ordinary course of business; and

 (x) any Contract relating to the acquisition or disposition following the Closing of any business (whether by merger, sale of stock, sale
of assets or otherwise) or granting to any Person a right of first refusal, first offer or right to purchase any of the assets of a Saltville Company which right survives the Closing other than Permitted Liens. 
 (b) True and complete copies of all Material Contracts have been made available to Spectra MLP. 
 (c) Except as set forth in Schedule 4.7(c), each Material Contract (other than such Material Contracts with respect to which all performance and
payment obligations have 

  

 18 









 
been fully performed or otherwise discharged by all parties thereto prior to the Closing) (i) is in full force and effect and (ii) represents the
legal, valid and binding obligation of the Saltville Company that is a party thereto and, to the Knowledge of SE Transmission and MLP GP, represents the legal, valid and binding obligation of the other parties thereto, in each case enforceable in
accordance with its terms subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Except as
set forth in Schedule 4.7(c), none of the Saltville Companies, or, to the Knowledge of SE Transmission and MLP GP, any other party is in breach of any Material Contract, and none of SE Transmission, MLP GP or any Saltville Company has
received any written notice of termination or breach of any Material Contract. 
 (d) Schedule 4.7(d) lists all of the purchase and
sale agreements pursuant to which the Saltville Companies have acquired or disposed of any assets or entities during the prior 24 months other than purchases and disposals of assets in the ordinary course of business. True and correct copies of the
documents listed on Schedule 4.7(d) have been made available to Spectra MLP. 
 Section 4.8 Intellectual
Property. 
 (a) The Saltville Companies own or have the right to use pursuant to license, sublicense, agreement or otherwise all
items of Intellectual Property required in the operation of the Business as presently conducted. No third party has asserted against any of the Saltville Companies any written claim that such Saltville Company is infringing the Intellectual Property
of such third party, and, to the Knowledge of SE Transmission and MLP GP, no third party is infringing the Intellectual Property owned by any of the Saltville Companies. 
 (b) All of the Saltville Companies’ Intellectual Property which is required to conduct the Business (as currently being conducted) is listed on Schedule 4.8(b). 
 Section 4.9 Litigation. Except as set forth in Schedule 4.9, (a) there are no legal actions before any Governmental
Authority or lawsuits pending or, to the Knowledge of SE Transmission and MLP GP, threatened against any of the Saltville Companies other than lawsuits or actions which could not reasonably be expected to have a Material Adverse Effect and
(b) no Saltville Companies is subject to any injunction, order or unsatisfied judgment from any Governmental Authority. 
 Section 4.10 Taxes. Except as set forth on Schedule 4.10, with respect to each Saltville Company (a) all Tax Returns required to be filed have been duly and timely filed with the appropriate Tax
Authority, and were, when filed, true, correct and complete in all material respects, (b) all Taxes due and owing (whether or not shown as due on any Tax Returns) have been timely paid in full, (c) there are no Liens (other than Permitted
Liens) on any of the assets of the Saltville Companies that arose in connection with any failure (or alleged failure) to pay any Tax, (d) there is no claim, action or proceeding pending by any applicable Tax Authority in connection with any Tax
(provided, however, that the foregoing representation is limited to the Knowledge of SE Transmission and MLP GP for periods prior to August 10, 2005), (e) no Tax Returns are now under audit or examination by any Tax Authority
(provided, however, that the 

  

 19 









 
foregoing representation is limited to the Knowledge of SE Transmission and MLP GP for periods prior to August 10, 2005), (f) there are no
agreements or waivers providing for an extension of time with respect to the filing of any Tax Returns or the assessment or collection of any such Tax, (g) no written claim has been made by any Tax Authority in a jurisdiction where a Saltville
Company does not file a Tax Return that it is or may be subject to taxation in that jurisdiction, (h) no Saltville Company is a party to any Tax-Sharing Agreement, and is not otherwise liable for the Taxes of any other Person (including as a
transferee or successor), (i) since its inception, Saltville LLC has been treated either as a partnership or has been disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation
Section 301.7701-3(b)(1), (j) no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect any Saltville Company, (k) no Saltville Company has, during any period for
which the statute of limitations for any relevant Tax has not expired, participated in any listed transaction required to be disclosed under Treasury Regulation Section 1.6011-4, and (l) the Saltville Companies have no liability for Taxes
of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract, or otherwise. 
 Section 4.11 Environmental Matters. Except as set forth on Schedule 4.11 or as would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect: 
 (a) the operations of the Saltville Companies are in compliance in all
material respects with all Environmental Laws, which compliance includes the possession and maintenance of, and compliance with, all material Permits required under all Environmental Laws; 
 (b) no Saltville Company is the subject of any outstanding administrative or judicial order or judgment, agreement or arbitration award from any
Governmental Authority under any Environmental Laws requiring remediation or the payment of a fine or penalty; 
 (c) no Saltville Company is
subject to any action pending or threatened in writing, whether judicial or administrative, alleging noncompliance with or potential liability under any Environmental Law; 
 (d) there has been no Release of any Hazardous Substance into the Environment by the Saltville Companies or their assets, operations and the Business
except in compliance with applicable Environmental Law (provided, however, that the foregoing representation is limited to the Knowledge of SE Transmission and MLP GP for periods prior to August 10, 2005); and 
 (e) there has been no exposure of any Person or property to any Hazardous Substances in connection with the operation of the assets of the Saltville
Companies (provided, however, that the foregoing representation is limited to the Knowledge of SE Transmission and MLP GP for periods prior to August 10, 2005). 
 Spectra MLP acknowledges that this Section 4.11 shall be deemed to be the only representation and warranty in this Agreement with respect to
environmental matters. 
  

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 Section 4.12 Legal Compliance. Except with respect to (a) matters set
forth in Schedule 4.9 (b) compliance with Laws concerning Taxes (as to which representations and warranties are made only pursuant to Section 4.10), (c) compliance with Environmental Laws (as to which representations and
warranties are made only pursuant to Section 4.11) and (d) compliance with Permits (as to which representations and warranties are made only pursuant to Section 4.13), the Saltville Companies are in compliance in all material respects
with all Laws and, no Saltville Company has received written notice of any violation of any Law relating to the operation of the Business or to any of its assets or operations which could reasonably be expected to have a Material Adverse Effect.

 Section 4.13 Permits. Except as set forth in Schedule 4.13, the Saltville Companies possess all material
Permits necessary for them to own their assets and operate the Business as currently conducted. All such Permits are in full force and effect. There are no lawsuits or other proceedings pending or, to the Knowledge of SE Transmission and MLP GP,
threatened in writing before any Governmental Authority that seek the revocation, cancellation, suspension or adverse modification thereof. Except as would not reasonably be expected, individually or in the aggregate to have a Material Adverse
Effect, such Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution, delivery and consummation of the transactions contemplated hereby. 
 Section 4.14 Insurance. Schedule 4.14 contains a summary description of all material policies of property, fire and
casualty, product liability, workers’ compensation and other insurance held by or for the benefit of any of the Saltville Companies as of the date of this Agreement. Except as reflected on Schedule 4.14, there is no material claim by any
Saltville Company pending under any of such policies as to which coverage has been denied or disputed by the underwriters of such policies. All premiums due and payable under such policies have been paid, and the Saltville Companies have complied
with the terms and conditions of such written policies. All such insurance policies are in full force and effect. No notice of cancellation of, or indication of an intention not to renew, any such insurance policy has been received by SE
Transmission or MLP GP other than in the ordinary course of business. 
 Section 4.15 Labor Relations; Employees.
No Saltville Company (a) is a party to any collective bargaining agreement or other labor union Contract applicable to persons employed by SE Transmission’s or MLP GP’s Affiliates who provide services to a Saltville Company, and, to
the Knowledge of SE Transmission and MLP GP, there are no organizational campaigns, petitions or other unionization activities focusing on persons employed by SE Transmission’s or MLP GP’s Affiliates who provide services to a Saltville
Company which seeks recognition of a collective bargaining unit, or (b) is subject to any strikes, material slowdowns or material work stoppages pending or, to the Knowledge of SE Transmission and MLP GP, threatened in writing between a
Saltville Company and any group of the foregoing employees. No Saltville Company (i) has any employees and (ii) maintains, contributes or is subject to any liability in respect of employee benefit or welfare plan of any nature, including
plans subject to ERISA. 
 Section 4.16 Title to Properties and Related Matters. 
 (a) The Saltville Companies have (i) good and defensible fee simple title to or valid leasehold interests in all of their real property and
(ii) good and valid title to all of their 

  

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personal property used in the ordinary conduct of the Business, except (x) for such defects in title as could not, individually or in the aggregate,
reasonably be expected to materially and adversely impact the ability of the Companies to conduct the Business and (y) for easements, rights of way and similar property use rights which are addressed in Section 4.16(b), in each case free
and clear of Liens other than Permitted Liens. Schedule 4.16(a) includes a list of all real estate leases which involve the payment by any Saltville Company of in excess of $50,000 in any calendar year or which if lost would have a Material
Adverse Effect on the Saltville Companies (“Material Real Estate Leases”). The Material Real Estate Leases are (i) in full force and effect, (ii) represent the legal, valid and binding obligations of the Saltville
Company that is a party thereto and, to the Knowledge of SE Transmission and MLP GP, represent the legal, valid and binding obligation of the other parties thereto, in each case enforceable in accordance with its terms. No Saltville Company nor, to
the Knowledge of SE Transmission and MLP GP, any other party is in breach in any material respect of any Material Real Estate Lease. 
 (b)
The Saltville Companies have such easements, rights of way and other similar property use rights which are sufficient, in the aggregate, for the Saltville Companies to conduct the Business as currently conducted except for such defects that could
not reasonably be expected to have a Material Adverse Effect on the Saltville Companies. Spectra MLP acknowledges that this Section 4.16(b) shall be deemed to be the only representation and warranty in the Agreement with respect to easements,
rights of way and other similar property use rights held or used by the Saltville Companies. 
 Section 4.17 Brokers’
Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated in this Agreement based upon arrangements made by any
Saltville Company or any of its Affiliates. 
 Section 4.18 Regulatory Matters. Saltville LLC has made a filing
with the Federal Energy Regulatory Commission to request the issuance of an order to establish a certificated working gas capacity of the storage facility owned by Saltville LLC at 3.0 Bcf. 
 ARTICLE V 
 REPRESENTATIONS AND WARRANTIES RELATING TO SPECTRA MLP

 Spectra MLP hereby represents and warrants as follows: 
 Section 5.1 Organization of Spectra MLP. Spectra MLP is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. 
 Section 5.2 Authorization; Enforceability. Spectra MLP has all requisite partnership power and authority to execute and deliver
this Agreement and to perform all obligations to be performed by it hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all
requisite limited partnership action on the part of Spectra MLP, and no other partnership proceeding on the part of Spectra MLP is necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Spectra MLP,
and this Agreement constitutes a valid and binding obligation of Spectra MLP, enforceable against 

  

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Spectra MLP in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting
creditors’ rights generally and subject, as to enforceability, to general principles of equity. 
 Section 5.3 No
Conflict. The execution and delivery of this Agreement by Spectra MLP and the consummation of the transactions contemplated hereby by Spectra MLP (assuming all required filings, consents, approvals authorizations and notices set forth in
Schedule 5.3 (collectively, the “Spectra MLP Approvals”) have been made, given or obtained) do not and shall not: 
 (a) violate in any material respect, any Law applicable to Spectra MLP or require of Spectra MLP any filing with, consent, approval or authorization of, or, notice to, any Governmental Authority; 
 (b) violate any Organizational Document of Spectra MLP; or 
 (c)(i) breach any material Contract, to which Spectra MLP is a party or by which Spectra MLP may be bound, (ii) result in the termination of any such material Contract, (iii) result in the creation of any
Lien upon any of the properties or assets of Spectra MLP or (iv) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien. 
 Section 5.4 Litigation. There are no legal actions before any Governmental Authority or lawsuits pending or, to the Knowledge
of Spectra MLP, threatened against Spectra MLP that would adversely affect the ability of Spectra MLP to perform its obligations under this Agreement, and there are no orders or unsatisfied judgments from any Governmental Authority binding upon
Spectra MLP that would adversely affect the ability of Spectra MLP to perform its obligations under this Agreement. 
 Section 5.5 Brokers’ Fees. Except as set forth on Schedule 5.5, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection
with the transactions contemplated by this Agreement based upon arrangements made by Spectra MLP or any of its Affiliates. 
 Section 5.6 Issuance of SET Common Units and MLP GP General Partner Units. Upon issuance, all of the SET Common Units and MLP GP General Partner Units will be duly authorized; validly issued and outstanding; with
respect to the SET Common Units, fully paid (to the extent required by the Spectra MLP Partnership Agreement); and, with respect to the SET Common Units, nonassessable (subject to Del. Code Ann. Tit. 6, §§ 17-303, 17-607 and 17-804
(2007)), and will have been issued free of preemptive rights in compliance with Laws. Upon consummation of the transactions contemplated by this Agreement, SE Transmission and MLP GP will acquire good and valid title to all of the SET Common Units
and MLP GP General Partner Units, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or arising under the Spectra MLP Partnership Agreement. 
 Section 5.7 Investment Representation. Spectra MLP is purchasing the Contributed Interests for its own account with the present
intention of holding the Contributed Interests for investment purposes and not with a view to or for sale in connection with any public distribution 

  

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of the Contributed Interests in violation of any federal or state securities Laws. Spectra MLP acknowledges that the Contributed Interests have not been
registered under federal and state securities Laws and that the Contributed Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or
other disposition is registered under federal and state securities Laws or pursuant to an exemption from registration under any federal or state securities Laws. 
 Section 5.8 Spectra MLP SEC Documents. Spectra MLP has timely filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under
the Exchange Act or the Securities Act (all such documents filed on or prior to the date of this Agreement, collectively, the “Spectra MLP SEC Documents”). The Spectra MLP SEC Documents, including any audited or
unaudited financial statements and any notes thereto or schedules included therein (the “Spectra MLP Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of
effectiveness) (except to the extent corrected by a subsequently filed Spectra MLP SEC Document filed prior to the date of this Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and
the Securities Act, as the case may be. The Spectra MLP Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of
unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and
status of the business of Spectra MLP as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect
to Spectra MLP and has not resigned or been dismissed as independent registered public accountants of Spectra MLP as a result of or in connection with any disagreement with Spectra MLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures. 
 ARTICLE VI 
 COVENANTS 
 Section 6.1 Conduct of Business. From the
date of this Agreement through the Closing, except: (1) as set forth on Schedule 6.1, (2) for the Saltville Restructuring, (3) for the filing of a rate case by the Saltville Companies with the Federal Energy Regulatory
Commission with respect to rates regarding gas storage assets and the pursuit, renegotiation and settlement of customer Contracts related to such assets, (4) as contemplated by this Agreement, or (5) as consented to by Spectra MLP in
writing (which consent shall not be unreasonably withheld, conditioned or delayed): 
 (a) each of SE Transmission and MLP GP shall cause each
of the Saltville Companies to (i) operate the Business in the ordinary course and (ii) use Reasonable Efforts to preserve intact the Business and its relationship with customers, suppliers and others having business relationships with any
of the Saltville Companies, and 
  

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 (b) each of SE Transmission and MLP GP shall not permit the Saltville Companies to: 
 (i) amend its Organizational Documents; 
 (ii) liquidate, dissolve, recapitalize or otherwise wind up the Business; 
 (iii) change its accounting methods, policies or
practices, except as required by GAAP or Law; 
 (iv) sell, assign, transfer, lease or otherwise dispose of any assets except in the
ordinary course of business or pursuant to the terms of a Material Contract; 
 (v) make any capital expenditure in excess of $1,000,000
other than capital expenditures reflected on Schedule 6.1 and other than reasonable capital expenditures in connection with any emergency or force majeure events affecting any Saltville Company; 
 (vi) merge or consolidate with, or purchase substantially all of the assets or business of, or equity interests in, or make an investment in any Person
(other than extensions of credit to customers in the ordinary course of business); 
 (vii) incur any Indebtedness for Borrowed Money or
issue or sell any equity interests, notes, bonds or other securities of any Saltville Company (except for intercompany loans from or to SE Transmission or its Affiliates or MLP GP or its Affiliates), or any option, warrant or right to acquire same;

 (viii) adopt any profit sharing, compensation, savings, insurance, pension, retirement or other benefit plan or hire any employees;

 (ix) enter into any Contract, except for Contracts entered into by any Saltville Company in the ordinary course of business; 

(x) create or assume any Lien, other than a Permitted Lien; 
 (xi) terminate or close any facility, business or operation of any Saltville Company except in the ordinary course of business; or 
 (xii) agree, whether in writing or otherwise, to do any of the foregoing. 
 Section 6.2
Access. From the date hereof through the Closing, each of SE Transmission and MLP GP shall afford to Spectra MLP and its authorized Representatives reasonable access, during normal business hours and in such manner as not unreasonably
to interfere with normal operation of the Business, to the properties, books, Contracts, records and appropriate officers and employees of each of SE Transmission’s and MLP GP’s Affiliates who provide services to any Saltville Company, and
shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of any Saltville Company as Spectra MLP and such Representatives may reasonably request. Each of SE Transmission and MLP
GP shall have the right to have a Representative present at all times during any such inspections, interviews, and examinations. Notwithstanding the foregoing, 

  

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Spectra MLP shall have no right of access to, and none of SE Transmission and MLP GP shall have any obligation to provide to Spectra MLP, information
relating to (a) any information the disclosure of which would jeopardize any privilege available to any Saltville Company, SE Transmission, any SE Transmission Affiliate, MLP GP or any MLP GP Affiliate relating to such information or
(b) any information the disclosure of which would result in a violation of Law. 
 Section 6.3 Third Party
Approvals. Spectra MLP, MLP GP and SE Transmission shall (and shall each cause their respective Affiliates to) use Reasonable Efforts to obtain all material consents and approvals of third parties that any of Spectra MLP, MLP GP, SE
Transmission or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby. 
 Section 6.4 Saltville Restructuring. From the date of this Agreement until the Closing, SE Transmission and MLP GP shall, and shall cause their respective Affiliates to, use Reasonable Efforts to cause the
Saltville Restructuring to be consummated as soon as possible on or after April 1, 2008, including making all filings with respect thereto and seeking all approvals required in connection therewith; provided, however, that SE
Transmission and MLP GP shall not be obligated to effect or consent to any action that would have a Material Adverse Effect on Spectra Energy Corp or any of its Affiliates; provided further, however, that in no event shall the Saltville
Companies enter into a Contract in replacement of any Contract listed on Schedule 4.7(a)(i) with a particular customer at a rate lower than the rate charged to such customer or with a shorter term than the term then remaining under its existing
Contract without the prior written consent of Spectra MLP, which consent shall not unreasonably be withheld. 
 Section 6.5
Company Guarantees. 
 (a) A list of Company Guarantees as of the date of this Agreement is set forth on Schedule 6.5.

 (b) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time following the Closing Date, each
of SE Transmission and MLP GP and their respective Affiliates may, in their sole discretion, take any action to terminate, obtain release of or otherwise limit its liability under any and all outstanding Company Guarantees; provided, however,
that any such party shall give Spectra MLP 90 days advance written notice prior to taking any such action. 
 Section 6.6
Indebtedness for Borrowed Money. Immediately prior to the Closing, (i) each of SE Transmission and MLP GP shall cause the Saltville Companies to distribute to SE Transmission or MLP GP, as applicable, any Indebtedness for Borrowed
Money due to the Saltville Companies from SE Transmission or its Affiliates and MLP GP or its Affiliates, as applicable, and (ii) SE Transmission and MLP GP shall cancel and contribute to the capital of the Saltville Companies (or, as
applicable, cause its Affiliates to cancel) any Indebtedness for Borrowed Money due from the Saltville Companies to SE Transmission or its Affiliates and MLP GP or its Affiliates, as applicable, in each case including interest and other amounts
accrued thereon or due in respect thereof. 
  

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 Section 6.7 Update Information. At any time up to 10 days before the Closing,
SE Transmission and MLP GP shall supplement in writing any information furnished on the Disclosure Schedule to reflect post-signing developments and matters that have come to the Knowledge of SE Transmission and MLP GP (which if not included on a
Schedule would constitute a breach of this Agreement by SE Transmission or MLP GP, as applicable) by furnishing such supplemented information to Spectra MLP pursuant to the notice provisions hereof. If (a) SE Transmission or MLP GP so furnishes
supplemental information, (b) the absence of such information would have resulted in a breach of any representation or warranty under this Agreement and (c) the Closing occurs, then such information shall be deemed to amend this Agreement
and the Disclosure Schedule for all purposes hereunder; provided, however, that if such supplemental disclosure would or would reasonably be expected to result in Losses to the Saltville Companies in excess of $2,500,000 in the aggregate,
then Spectra MLP may elect, by written notice delivered to SE Transmission and MLP GP to terminate this Agreement no later than two Business Days before Closing. 
 Section 6.8 Books and Records. From and after the Closing, Spectra MLP shall preserve and keep a copy of all books and records (other than Tax records which are addressed in Article VII)
relating to the Business or operations of the Saltville Companies on or before the Closing Date in Spectra MLP’s possession for a period of at least seven years after the Closing Date. After such seven year period, before Spectra MLP shall
dispose of any such books and records, Spectra MLP shall give each of SE Transmission and MLP GP at least 90 days prior notice to such effect, and each of SE Transmission and MLP GP shall be given an opportunity, at their cost and expense, to remove
and retain all or any part of such books and records as each of SE Transmission and MLP GP may select. Spectra MLP shall provide to each of SE Transmission and MLP GP, at no cost or expense to such Party, reasonable access during business hours to
such books and records as remain in Spectra MLP’s possession and reasonable access during business hours to the properties and employees of Spectra MLP and any of the Saltville Companies in connection with matters relating to the Business or
operations of the Saltville Companies on or before the Closing Date and any disputes relating to this Agreement. 
 Section 6.9
Permits. SE Transmission, MLP GP and Spectra MLP shall cooperate to provide all notices and otherwise take all reasonable actions required to transfer or reissue any Permits, including those required under Environmental Laws, as a
result of or in furtherance of the transactions contemplated by this Agreement. 
 Section 6.10 Excluded Assets.

 (a) Spectra MLP acknowledges that the Saltville Companies will, prior to the Closing, convey, assign and transfer to SE Transmission or
one of its Affiliates (other than the Saltville Companies), all right, title and interest in and to the consideration received pursuant to the Asset Purchase Agreement and the other assets, properties and rights (and associated liabilities and
obligations) and the liabilities and obligations (and associated assets, properties and rights) described or referenced in Schedule 6.10 and neither Spectra MLP nor the Saltville Companies shall have any claims or rights with respect to
such consideration, assets, properties, rights, liabilities and obligations (such assets, properties, rights, liabilities and obligations, the “Excluded Assets”) under this Agreement. 
  

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 (b) Notwithstanding anything herein to the contrary, (i) all references herein to any revenues,
expenses, assets, or liabilities of the Saltville Companies shall expressly exclude the Excluded Assets, (ii) all references herein to the Business, whether with respect to financial, accounting, legal, Tax or other position or operation, shall
expressly exclude the businesses or the position or operation of the businesses included in the Excluded Assets and (iii) none of SE Transmission and MLP GP and their respective Affiliates makes any representations, warranties or covenants with
respect to the Excluded Assets. 
 Section 6.11 Noncompetition Agreement. From and after the Closing Date, Spectra
MLP shall cause Saltville LLC to comply with the terms of the Noncompetition Agreement, dated as of October 11, 2001, by and between Virginia Gas Company and Heritage Holdings, Inc. 
 Section 6.12 Asset Purchase Agreement. Spectra MLP shall (i) cause East Tennessee Natural Gas, LLC and, from and after the
Closing, Saltville LLC (as successor-in-interest by merger to SE Virginia Pipeline under the Asset Purchase Agreement) to refrain from amending, supplementing, or otherwise modifying the Asset Purchase Agreement without the prior written consent of
SE Transmission (which consent SE Transmission may withhold in its sole discretion) and (ii) promptly forward to SE Transmission any notices given by East Tennessee Natural Gas, LLC to Saltville LLC in connection with the Asset Purchase
Agreement. 
 ARTICLE VII 
 TAX MATTERS 
 Section 7.1 Tax Returns. 
 (a) Through the Closing, each of SE Transmission and MLP GP shall cause Saltville LLC to continue either to be treated as a partnership or disregarded as
an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), and the operations of each of the Saltville Companies through the Effective Time shall be reflected on the consolidated
federal income Tax Return of Spectra Energy Corp. The income of the Saltville Companies will be apportioned to the period up to and including the Effective Time, and the period after the Effective Time, by closing the books of the Saltville
Companies as of the Effective Time. 
 (b) Except as provided in Section 7.1(d) for ad valorem Taxes, with respect to any Tax Return of
any Saltville Company covering a taxable period ending on or before the Effective Time that is required to be filed after the Effective Time, SE Transmission shall cause such Tax Return to be prepared and shall cause to be included in such Tax
Return all Tax items required to be included therein. Not later than 15 days prior to the due date of each such Tax Return, SE Transmission shall deliver a copy of such Tax Return to Spectra MLP together with a statement of the difference, if any,
of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax (for the period through the Effective Time) in the Final Net Working Capital. If the Tax shown on the Tax Return exceeds the amount set up as a
liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital, not later than the due date of such Tax Return, each of SE Transmission and MLP GP shall pay to Spectra MLP its share of such amount of such excess.
If the amount set up as a liability for 

  

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the Tax (for the period through the Effective Time) in the Final Net Working Capital exceeds the Tax shown on the Tax Return, not later than the due date of
such Tax Return, Spectra MLP shall pay to SE Transmission and MLP GP in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement the amount of such excess. Spectra MLP shall cause such Saltville Company to file
the Tax Return and timely pay the Taxes shown due on such Tax Return. 
 (c) With respect to any Tax Return of a Saltville Company covering a
taxable period beginning on or before the Effective Time and ending after the Effective Time that is required to be filed after the Effective Time, Spectra MLP shall cause such Tax Return to be prepared and shall cause to be included in such Tax
Return all Tax items required to be included therein. Spectra MLP shall determine (by an interim closing of the books as of the Effective Time except for franchise Taxes based solely on capital and ad valorem Taxes which shall be prorated on a daily
basis) the Tax which would have been due with respect to the period covered by such Tax Return if such taxable period ended on the Effective Time (the “Pre-Closing Tax”). For this purpose, any franchise Tax paid or payable
with respect to any Saltville Company shall be allocated to the taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising
the base of such Tax is measured. Not later than 15 days prior to the due date of each such Tax Return, Spectra MLP shall deliver a copy of such Tax Return to each SE Transmission and MLP GP for their review. Spectra MLP shall make all reasonable
changes to such Tax Return as requested by each of SE Transmission and MLP GP not later than ten days prior to the due date of such Tax Return. Not later than the due date of the Tax Return, either (i) each of SE Transmission and MLP GP shall
pay to Spectra MLP their share of the excess, if any, of the Pre-Closing Tax over the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital, or (ii) Spectra MLP shall pay to SE Transmission or MLP GP in
proportion to such Party’s ownership of Saltville LLC prior to this Agreement the excess, if any, of the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital over the Pre-Closing Tax. Spectra MLP shall cause
such Saltville Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. 
 (d) Ad valorem Taxes relating to the
Saltville Companies for any tax year that includes periods prior to the Closing Date shall be prorated on a daily basis between Spectra MLP on the one hand and SE Transmission on the other hand, with SE Transmission responsible for the prorated
portion of such Taxes for the period up to and including the Closing Date and Spectra MLP responsible for the prorated portion of such Taxes after the Closing Date. The Party that receives the ad valorem Tax billing (the “Billed
Party”) shall provide a copy of such billing to the other Party together with a calculation of the prorated ad valorem Taxes owed by each Party. The Party that did not receive the ad valorem Tax billing shall pay its prorated portion of
the ad valorem Taxes to the Billed Party prior to the due date of such Taxes and the Billed Party shall be responsible for the timely payment of the ad valorem Taxes to the taxing authorities. 
 (e) Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior
years with respect to similar Tax Returns, except as otherwise required by Law or fact. Any dispute arising pursuant to the provisions of Section 7.1(b) or Section 7.1(c) shall be resolved pursuant to procedures comparable to the
procedures applicable under Sections 2.4. 
  

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 (f) Spectra MLP, MLP GP and SE Transmission shall cooperate fully, and Spectra MLP shall cause each of
the Saltville Companies to cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 7.1 (and Section 7.5), requests for the
provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including without
limitation, compliance with Financial Accounting Standards Board Interpretation No. 48), and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include
access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided hereunder. SE Transmission will, MLP GP will and Spectra MLP will and will cause the Saltville Companies to, (i) retain all books and records with respect to Tax matters
pertinent to the Saltville Companies relating to any taxable period beginning before the Effective Time until the later of six years after the Effective Time or the expiration of the applicable statute of limitations of the respective taxable
periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such
books and records and, if the other party so requests, Spectra MLP, MLP GP or SE Transmission, as the case may be, shall allow the other parties to take possession of such books and records. Spectra MLP, MLP GP and SE Transmission each agree, upon
request, to use Reasonable Efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions
contemplated by this Agreement. 
 Section 7.2 Transfer Taxes. Responsibility for the payment of all state and
local transfer, sales, use, stamp, registration or other similar Taxes resulting from the transactions contemplated by this Agreement shall be borne 50% by Spectra MLP and 50% by SE Transmission and MLP GP in proportion to their ownership of the
Saltville Companies prior to this Agreement. 
 Section 7.3 Tax Indemnity. 
 (a) SE Transmission and MLP GP shall be jointly and severally liable for, shall pay and shall protect, defend, indemnify and hold harmless Spectra MLP
and the Saltville Companies from (i) any breach of the representations and warranties contained in Section 4.10, (ii) any and all Taxes in excess of any liability for Taxes (for the period through the Effective Time) reflected in the
Final Net Working Capital which relate to or result from the income, Business, property or operations of the Saltville Companies prior to the Effective Time, (iii) any Taxes arising as a result of the Saltville Restructuring and (iv) with
respect to any tax liabilities of the Saltville Companies as a result of the provisions of Treasury Regulation Section 1.1502-6 or any similar provision of foreign, state or local law. Spectra MLP shall be solely liable for, shall pay and shall
protect, defend, indemnify and hold harmless each of SE Transmission and MLP GP from any and all Taxes which relate to or result from the income, Business, property or operations of the Saltville Companies after the Effective Time. 
  

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 (b) If any claim (an “Indemnified Tax Claim”) is made by any Tax Authority that,
if successful, would result in indemnification of any Party (the “Tax Indemnified Party”) by another Party (the “Tax Indemnifying Party”) under this Section 7.3, the Tax Indemnified Party shall
promptly, but in no event later than the earlier of (i) 45 days after receipt of notice from the Tax Authority of such claim or (ii) 15 days prior to the date required for the filing of any protest of such claim, notify the Tax
Indemnifying Party in writing of such fact. 
 (c) The Tax Indemnifying Party shall control all decisions with respect to any Tax Proceeding
involving an Indemnified Tax Claim and the Tax Indemnified Party shall take such action (including settlement with respect to such Tax Proceeding or the prosecution of such Tax Proceeding to a determination in a court or other tribunal of initial or
appellate jurisdiction) in connection with a Tax Proceeding involving an Indemnified Tax Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of
powers of attorney; provided, however, that (i) within 30 days after the notice required by Section 7.3(b) has been delivered (or such earlier date that any payment of Taxes with respect to such claim is due but in no event sooner
than five days after the Tax Indemnifying Party’s receipt of such notice), the Tax Indemnifying Party requests that such claim be contested, and (ii) if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax
claimed and sue for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. The Tax Indemnified Party shall not make any payment of an Indemnified Tax Claim for at
least 30 days (or such shorter period as may be required by Law) after the giving of the notice required by Section 7.3(b) with respect to such claim, shall give to the Tax Indemnifying Party any information requested related to such claim, and
otherwise shall cooperate with the Tax Indemnifying Party in order to contest effectively any such claim. 
 Section 7.4
Scope. Notwithstanding anything to the contrary herein, this Article VII shall be the exclusive remedy for any claims relating to Taxes (including any claims relating to representations respecting Tax matters including
Section 4.10). The rights under this Article VII shall survive the Closing until 30 days after the expiration of the statute of limitations (including extensions) applicable to such Tax matter. No claim may be made or brought by any Party
hereto after the expiration of the applicable survival period unless such claim has been asserted by written notice specifying the details supporting the claim on or prior to the expiration of the applicable survival period. 
 Section 7.5 Tax Refunds. In the event that Spectra MLP receives any refund of Taxes from a taxing jurisdiction or
a reimbursement of Taxes from a third party with respect to any Pre-Closing Taxable Period (which refund is not reflected in “Accrued Taxes” on the balance sheet of Saltville LLC dated as of the Closing Date prepared in connection with the
determination of Final Net Working Capital), such amounts shall belong to SE Transmission and MLP GP and shall be forwarded by Spectra MLP to SE Transmission and MLP GP in proportion to such Party’s ownership of Saltville LLC prior to this
Agreement within 10 days of receipt. 
  

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 ARTICLE VIII 
 CONDITIONS TO OBLIGATIONS 
 Section 8.1 Conditions to Obligations of Spectra
MLP. The obligation of Spectra MLP to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Spectra MLP: 
 (a) All necessary filings with and consents, approvals, licenses, Permits, and orders of any Governmental Authority required by Law for the consummation
of the transactions contemplated in this Agreement shall have been made and obtained, other than those that do not or would not reasonably be expected to result in Losses to the Saltville Companies in excess of $2,500,000 in the aggregate. All
necessary consents of any third party, other than any Governmental Authority, required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained, including the Transmission Approvals and Spectra MLP
Approvals, other than those that do not or would not reasonably be expected to result in Losses to the Saltville Companies in excess of $2,500,000 in the aggregate; 
 (b) each of the representations and warranties of SE Transmission and MLP GP contained in this Agreement shall be true as of the date of this Agreement and as of the Closing, as if made at and as of that time (other
than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date); 
 (c) each of SE Transmission and MLP GP shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by it at or before
the Closing; 
 (d) each of SE Transmission and MLP GP shall have delivered to Spectra MLP a certificate dated the Closing Date, certifying
that the conditions specified in Sections 8.1(b) and 8.1(c) have been fulfilled; 
 (e) no statute, rule, regulation, executive order,
decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the
consummation of the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the
transactions contemplated hereby or to recover damages in connection therewith; 
 (f) the closing under the Asset Purchase Agreement has
occurred; and 
 (g) the Saltville Restructuring has been consummated without the occurrence of a Material Adverse Effect on Spectra MLP or
the Saltville Companies. 
  

 32 









 Section 8.2 Conditions to the Obligations of SE Transmission and MLP GP. The
obligation of each of SE Transmission and MLP GP to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by SE Transmission:

 (a) All necessary filings with and consents, approvals, Permits, and orders of any Governmental Authority required by Law for the
consummation of the transactions contemplated in this Agreement shall have been made and obtained, other than those that would not reasonably be expected, in the aggregate, to have a Material Adverse Effect on SE Transmission or MLP GP. All
necessary consents of any third party, other than any Governmental Authority, required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained, including the Transmission Approvals and Spectra MLP
Approvals, other than those that would not reasonably be expected, in the aggregate, to have a Material Adverse Effect on SE Transmission or MLP GP; 
 (b) each of the representations and warranties of Spectra MLP contained in this Agreement shall be true as of the date of this Agreement and as of the Closing, as if made anew at and as of that time (other than such
representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date); 
 (c) Spectra MLP shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by Spectra MLP on or before the Closing; 
 (d) Spectra MLP shall have delivered to each of SE Transmission and MLP GP a certificate, dated the Closing Date, certifying that the conditions
specified in Section 8.2(b) and (c) have been fulfilled; 
 (e) no statute, rule, regulation, executive order, decree, temporary
restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of
the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened challenging or seeking to restrain or prohibit the
consummation of the transactions contemplated by this Agreement or to recover damages in connection therewith; 
 (f) the closing under the
Asset Purchase Agreement has occurred; and 
 (g) the Saltville Restructuring has been consummated without the occurrence of a Material
Adverse Effect on Spectra Energy Corp or any of its Affiliates. 
 ARTICLE IX 
 INDEMNIFICATION 
 Section 9.1 Survival. 
 (a) The representations and warranties of the Parties contained in this Agreement and all covenants contained in this Agreement that are to be performed
prior to the Closing will survive the closing for 18 months following the Closing; provided, however, that 

  

 33 









 
(i) the Fundamental Representations and Warranties shall survive for the applicable statute of limitations, (ii) the representations and warranties
set forth in Section 4.10 shall survive as set forth in Article VII and (iii) the representations and warranties in Section 4.11 shall survive for three years following the Closing. The P-25 Indemnity Obligations (as defined below)
shall survive as set forth in the Asset Purchase Agreement. No Party shall have any liability for indemnification claims made under this Article IX with respect to any such representation, warranty or pre-closing covenant unless a Claim Notice
is provided by the non-breaching Party to the other Party prior to the expiration of the applicable survival period for such representation, warranty or pre-closing covenant. If a Claim Notice has been timely given in accordance with this Agreement
prior to the expiration of the applicable survival period for such representation, warranty or pre-closing covenant or claim, then the applicable representation, warranty or pre-closing covenant shall survive as to such claim, until such claim has
been finally resolved. 
 (b) All covenants and agreements of the Parties contained in this Agreement to be performed after the Closing will
survive the Closing in accordance with their terms. 
 Section 9.2 Indemnification. 
 (a) Subject to Article VII relating to Taxes, the provisions of this Article IX and, as to the P-25 Indemnity Obligations, all rights,
counterclaims, defenses and limitations available under the Asset Purchase Agreement to SE Virginia Pipeline (except for defenses arising from the involuntary bankruptcy, insolvency, dissolution or liquidation of SE Virginia Pipeline), from and
after the Closing, each of SE Transmission and MLP GP shall indemnify and hold harmless Spectra MLP, Spectra MLP’s Affiliates (other than SE Transmission and MLP GP) and their respective Representatives (the “Spectra MLP Indemnified
Parties”) from and against all Losses that Spectra MLP Indemnified Parties incur arising from (i) any breach of any representation, warranty or covenant of SE Transmission or MLP GP, as applicable, in this Agreement or in the
certificates to be delivered at Closing or (ii) any breach of any representation, warranty or covenant of SE Virginia Pipeline at or prior to closing under the Asset Purchase Agreement or in the certificates delivered at the closing thereunder
or any indemnity obligation thereunder relating to periods on or prior to the closing thereunder (collectively, the “P-25 Indemnity Obligations”). 
 (b) Subject to Article VII relating to Taxes and the provisions of this Article IX, from and after the Closing, Spectra MLP shall indemnify and hold harmless SE Transmission and its Affiliates and their
respective Representatives (the “SE Transmission Indemnified Parties”) and MLP GP and its Affiliates and their respective Representatives (the “MLP GP Indemnified Parties”) from and against all Losses
that each of the SE Transmission Indemnified Parties and MLP GP Indemnified Parties incur arising from or out of (i) any breach of any representation, warranty or covenant of Spectra MLP in this Agreement or in the certificate to be delivered
at Closing or (ii) relating to any Company Guarantees. 
 (c) Notwithstanding anything to the contrary herein, the Parties shall have a
duty to use Reasonable Efforts to mitigate any Loss arising out of or relating to this Agreement or the transactions contemplated hereby. 
  

 34 









 (d) Notwithstanding anything to the contrary herein, to the extent that any Spectra MLP Indemnified Party
incurs Losses arising from any breach of any representation, warranty or covenant of SE Transmission or MLP GP, as applicable, in this Agreement, and recourse is available to it for all or a portion of such Losses under the AGL Agreement, then such
Spectra MLP Indemnified Party shall give SE Transmission and MLP GP a Claim Notice therefor and first use its Reasonable Efforts for a period of one year to seek indemnification under the AGL Agreement and shall have recourse hereunder for such
Losses only to the extent not recovered pursuant to the AGL Agreement. The delivery of a Claim Notice in respect of such Losses shall toll the applicable survival period under Section 9.1 for the duration of such year. Notwithstanding the
foregoing, Spectra MLP agrees not to initiate litigation pursuant to the AGL Agreement and, at such time as it determines efforts at recovery pursuant to the AGL Agreement short of litigation are unlikely to be successful, Spectra MLP shall notify
SE Transmission thereof and SE Transmission may then freely pursue such litigation. If SE Transmission decides to initiate such litigation prior to the end of the above-referenced one year period, or otherwise as of the expiration of such one year
period, Spectra MLP shall no longer be obligated to seek recourse under the AGL Agreement with respect to the applicable matters. 
 (e)
Notwithstanding anything in this Article IX to the contrary, all Losses relating to Taxes which are the subject of Article VII shall only be subject to indemnification under Section 7.3. 
 Section 9.3 Indemnification Procedures. Claims for indemnification under this Agreement (other than claims involving a Tax
Proceeding, the procedures for which are set forth in Article VII) shall be asserted and resolved as follows: 
 (a) Any Spectra MLP
Indemnified Party, MLP GP Indemnified Party or SE Transmission Indemnified Party claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a
third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.2 shall promptly (i) notify the appropriate Party (the “Indemnifying Party”) of
the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such
claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such
Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. 
 (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the
Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be
reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.3(b). The Indemnifying Party shall have full
control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not enter into any settlement agreement without the 

  

 35 









 
written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such
consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement
does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party,
to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any
cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.3(b), and the Indemnified Party
shall bear its own costs and expenses with respect to such participation. 
 (c) If the Indemnifying Party does not notify the Indemnified
Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified
Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which
proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however,
that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld,
conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.3(c), and the Indemnifying Party shall bear its own costs and expenses
with respect to such participation. 
 (d) Subject to the other provisions of this Article IX, a claim for indemnification for any matter not
involving a Third Party Claim may be asserted by notice to the Party from whom indemnification is sought. 
 (e) Notwithstanding anything to
the contrary in this Section 9.3, the indemnification procedures set forth in Article VII shall control any indemnities relating to Taxes. 
 Section 9.4 Additional Agreements Regarding Indemnification. Notwithstanding anything to the contrary herein: 
 (a) a breach of any representation or warranty (other than with respect to a breach of the Fundamental Representations and Warranties) of SE Transmission or MLP GP in this Agreement in connection with any single item or group of related
items that results in Losses of less than $10,000 shall be deemed, for all purposes of this Article IX not to be a breach of such representation, warranty or pre-closing covenant; 
  

 36 









 (b) neither SE Transmission nor MLP GP shall have any liability arising out of or relating to
Section 9.2(a) for breaches of representations or warranties (other than with respect to a breach of the Fundamental Representations and Warranties) or the P-25 Indemnity Obligations except if the aggregate Losses actually incurred by Spectra
MLP Indemnified Parties thereunder exceed $1,070,000 (and then, subject to Section 9.4(c), only to the extent such aggregate Losses exceed such amount); 
 (c) in no event shall the aggregate liability of SE Transmission or MLP GP arising out of or relating to Section 9.2(a) for breaches of representations or warranties (other than with respect to a breach of the
Fundamental Representations and Warranties) or the P-25 Indemnity Obligations exceed $21,400,000; 
 (d) the amount of any Loss for which a
Spectra MLP Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually recovered with respect to such Loss; (ii) any Tax Benefits with respect to such Loss and
(iii) indemnification or reimbursement payments actually recovered from third parties with respect to such Loss; 
 (e) for purposes of
determining whether there has been a breach or inaccuracy of a representation or warranty by a party in connection with the assertion of a claim for indemnification under Article IX, or determining the amount of a Loss, with respect to any asserted
breach or inaccuracy, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III or IV; 
 (f) as contemplated by Section 6.10(b), none of SE Transmission and MLP GP and their respective Affiliates shall have any liability hereunder that
arises out of or relating to the Excluded Assets; 
 (g) the provisions of Section 8.4(b) and Section 8.4(c) of the Asset Purchase
Agreement do not apply as to any claim for a P-25 Indemnity Obligation brought hereunder; and 
 (h) for the avoidance of doubt, nothing in
this Section 9.4 shall affect the provisions of Article VII. 
 Section 9.5 Waiver of Other Representations.

 (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT
NONE OF SE TRANSMISSION, MLP GP OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE
CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CONTRIBUTED INTERESTS, THE SALTVILLE COMPANIES, THEIR ASSETS OR ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, NEITHER 

  

 37 









 
SE TRANSMISSION NOR MLP GP MAKES ANY REPRESENTATION OR WARRANTY TO SPECTRA MLP WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE
SALTVILLE COMPANIES. 
 (b) The representations and warranties contained in Section 4.11 shall be the exclusive representations and
warranties with regard to Environmental Laws and related matters. 
 Section 9.6 Total Consideration Adjustment.
The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the SET Consideration and MLP GP Consideration, as applicable, for Tax purposes. 
 Section 9.7 Exclusive Remedy. 
 (a) Notwithstanding anything to the contrary herein except as provided in Sections 7.2, 7.3, 9.2 or 10.2, no Party shall have any liability, and no Party shall make any claim, for any Loss or other matter (and Spectra
MLP, MLP GP and SE Transmission hereby waive any right of contribution against the other and their respective Affiliates), under, arising out of or relating to this Agreement, any other document, agreement, certificate or other matter delivered
pursuant hereto or the transactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise. 
 (b)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOST PROFITS, LOST OPPORTUNITIES OR OTHER SPECULATIVE DAMAGES, WHETHER BASED ON CONTRACT,
TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM ANY OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED, HOWEVER, THAT THIS SECTION 9.7(b) SHALL NOT LIMIT A PARTY’S
RIGHT TO RECOVERY UNDER ARTICLE IX FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION UNDER ARTICLE IX. 

ARTICLE X 
 TERMINATION

 Section 10.1 Termination. At any time prior to the Closing, this Agreement may be terminated and the
transactions contemplated hereby abandoned: 
 (a) pursuant to Section 6.7; 
 (b) by the mutual consent of Spectra MLP, MLP GP and SE Transmission as evidenced in writing signed by each of Spectra MLP, MLP GP and SE Transmission;

 (c) by any of Spectra MLP, MLP GP or SE Transmission if any Governmental Authority having competent jurisdiction has issued a final,
non-appealable order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or 
  

 38 









 (d) by any of Spectra MLP, MLP GP or SE Transmission, if the Closing has not occurred on or before
September 30, 2008 or such later date as the Parties may agree upon. 
 Section 10.2 Effect of Termination. In
the event of termination and abandonment of this Agreement pursuant to Section 10.1, this Agreement shall forthwith become void and have no effect without any liability on the part of any Party hereto other than for any prior breaches, as to
which the Parties will remain liable and/or to which the other Party shall be entitled to all rights and remedies available under Law or equity. The provisions of Sections 10.2 and 11.4 shall survive any termination of this Agreement. 
 ARTICLE XI 
 MISCELLANEOUS

 Section 11.1 Notices. Any notice, request, demand and other communication required or permitted to be given
hereunder shall be in writing, and may be served by personal delivery, facsimile or by depositing same in the mail, addressed to the Party to be notified, first class, postage prepaid, and registered or certified with a return receipt requested.
Notice deposited in the mail in the manner hereinabove described shall be deemed to have been given and received on the date of the delivery as shown on the return receipt. Notice served in any other manner shall be deemed to have been given and
received only if and when actually received by the addressee (except that notice given by facsimile shall be deemed given and received upon receipt only if received during normal business hours and, if received other than during normal business
hours, shall be deemed received as of the opening of business on the next Business Day). For purposes of notice, the addresses of the Parties shall be as follows: 
  

					
	(a)	  	If to Spectra MLP, to:
		  	  
 Spectra Energy Partners, LP
 5400 Westheimer Court
 Houston, TX 77056

		  	Attention:	  	Greg Harper, President and Chief Executive Officer
		  	Facsimile:	  	(713) 989-1818
		  	  
 With copies to:

		  	  
 Spectra Energy Partners, LP
 5400 Westheimer Court
 Houston, TX 77056

		  	Attention:	  	Chairman of the Conflicts Committee of the Board of Directors of Spectra Energy Partners GP, LLC
		  	Facsimile:	  	(713) 650-8105

  

 39 










					
	(b)	  	If to SE Transmission, to:
		  	  
 Spectra Energy Transmission, LLC

		  	c/o Spectra Energy Corp
		  	5400 Westheimer Court
		  	Houston, TX 77056
		  	Attention:	  	Alan N. Harris, Chief Development Officer
		  		  	Room Code: WO 8M56
		  	Facsimile:	  	(713) 627-4635
		  	  
 with copies to:

		  	  
 Spectra Energy Transmission, LLC

		  	c/o Spectra Energy Corp
		  	5400 Westheimer Court
		  	Houston, TX 77056
		  	Attention:	  	Anders K. Torning, Associate General Counsel – M & A
		  		  	Room Code: WMO 9D65
		  	Facsimile:	  	(713) 989-3190
		
	(c)	  	If to MLP GP, to:
		  	  
 Spectra Energy Partners (DE) GP, LP

		  	c/o Spectra Energy Corp
		  	5400 Westheimer Court
		  	Houston, TX 77056
		  	Attention:	  	Alan N. Harris, Chief Development Officer
		  		  	Room Code: WO 8M56
		  	Facsimile:	  	(713) 627-4635
		  	  
 with copies to:

		  	  
 Spectra Energy Partners (DE) GP, LP

		  	c/o Spectra Energy Corp
		  	5400 Westheimer Court
		  	Houston, TX 77056
		  	Attention:	  	Anders K. Torning, Associate General Counsel – M & A
		  		  	Room Code: WMO 9D65
		  	Facsimile:	  	(713) 989-3190

 or to such other address or addresses as the Parties may from time to time designate in writing. 
 Section 11.2 Assignment. No Party shall assign this Agreement or any part hereof without the prior written consent of all of
the other Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 
  

 40 









 Section 11.3 Rights of Third Parties. Except for the provisions of
Section 9.2 which are intended to be enforceable by the Persons respectively referred to therein, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any
right or remedies under or by reason of this Agreement. 
 Section 11.4 Expense. Except as otherwise provided
herein, each Party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated hereby whether or not such transactions shall be consummated, including all fees of its legal counsel, financial
advisers and accountants. 
 Section 11.5 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile copies hereof or signature hereon shall, for all purposes, be deemed originals. 
 Section 11.6 Entire Agreement. This Agreement (together with the Disclosure Schedule and exhibits to this Agreement)
constitutes the entire agreement among the Parties and supersedes any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the
transactions contemplated hereby. 
 Section 11.7 Disclosure Schedule. Unless the context otherwise requires, all
capitalized terms used in the Disclosure Schedule shall have the respective meanings assigned in this Agreement. No reference to or disclosure of any item or other matter in the Disclosure Schedule shall be construed as an admission or indication
that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule. No disclosure in the Disclosure Schedule relating to any possible breach or violation of any
agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgment
by SE Transmission or MLP GP, as applicable, in and of itself, that such information is material to or outside the ordinary course of the Business of the Saltville Companies or required to be disclosed on the Disclosure Schedule. 
 Section 11.8 Amendments. This Agreement may be amended or modified in whole or in part, and terms and conditions may be waived,
only by a duly authorized agreement in writing which makes reference to this Agreement executed by each Party. 
 Section 11.9
Publicity. All press releases or other public communications of any nature whatsoever relating to the transactions contemplated by this Agreement, and the method of the release for publication thereof, shall be subject to the prior
consent of Spectra MLP, MLP GP and SE Transmission, which consent shall not be unreasonably withheld, conditioned or delayed by any Party; provided, however, that nothing herein shall prevent a Party from publishing such press releases or other
public communications as such Party may consider necessary in order to satisfy such Party’s obligations at Law or under the rules of any stock or commodities exchange after consultation with the other Party as is reasonable under the
circumstances. 
  

 41 









 Section 11.10 Severability. If any provision of this Agreement is held invalid
or unenforceable by any court of competent jurisdiction, then the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or
unenforceable in any respect under the Laws governing this Agreement, then they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent
necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties to the greatest extent
legally permissible. 
 Section 11.11 Governing Law; Jurisdiction. 
 (a) This Agreement shall be governed and construed in accordance with the Laws of the State of Texas without regard to the Laws that might be applicable
under conflicts of laws principles. 
 (b) The Parties agree that the appropriate, exclusive and convenient forum for any disputes between
any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in Houston, Texas, and each of the Parties hereto irrevocably submits to the jurisdiction of such courts solely in
respect of any legal proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any
court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the Parties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the extent
permitted by Law, that a final and unappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a
certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the Law being that of a different jurisdiction, the
Parties agree that all judicial determinations or findings by a state or federal court in Houston, Texas with respect to any matter under this Agreement shall be binding. 
 (c) To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment
in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal
jurisdiction of any court described in Section 11.11(b). 
 (d) THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT. 
 Section 11.12 Action by Spectra
MLP. With respect to any action (including any case where the agreement of, or selection by, Spectra MLP is required), notice, consent, approval or waiver that is required to be taken or given or that may be taken or given by Spectra MLP
prior 

  

 42 









 
to or after the Closing Date with respect to, or in connection with, the subject matter hereof, such action, notice, consent, approval or waiver shall be
taken or given by the Conflicts Committee on behalf of Spectra MLP. 
  

 43 









 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each Party as of the date
first above written. 
  

							
	SE TRANSMISSION:
	
	SPECTRA ENERGY TRANSMISSION, LLC
		
	By:	 	 /s/ Mark R. Fiedorek

	Name:	 	 Mark R. Fiedorek

	Title:	 	 Group Vice President, Southeast Transmission and Storage

	
	MLP GP:
	
	SPECTRA ENERGY PARTNERS (DE) GP, LP
		
	By:	 	 Spectra Energy Partners GP, LLC,
 its general
partner

			
		 	By:	 	 /s/ Paul K. Haralson

		 	Name:	 	 Paul K. Haralson

		 	Title:	 	 Assistant Treasurer

	
	SPECTRA MLP:
	
	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

		 		 	Name:	 	 C. Gregory Harper

		 		 	Title:	 	 President and Chief Executive Officer



 [Signature Page to the Contribution Agreement] 








 Execution Version 
 Schedule A to Contribution Agreement – P-25 Assets 
  

	1.	Approximately 11.4 acres of fee property in Montgomery County, VA described in a deed dated March 1, 2001 from William R. Serber, Jr. et al for SE Virginia Pipeline’s
proposed storage yard associated with proposed P-25 Segment 5 (not yet constructed). 

  

	2.	Approximately 2.66 acres of fee property in Wythe County, VA described in a deed dated May 9, 1996 from Larry E. Tibbs and Betty B. Tibbs used for SE Virginia Pipeline’s
valve site. 

  

	3.	The real property leases listed on Schedule 3.14(a) of the Asset Purchase Agreement. 

  

	4.	The P-25 Pipeline and rights-of-way under 263 right-of-way agreements with various parties. 

  

	5.	Approximately 459 right-of-way agreements with various parties retained for possible future expansion of the P-25 Pipeline. 

  

	6.	All meter stations, valves, other equipment and other personal property and improvements (other than the Abingdon, VA office) used by SE Virginia Pipeline in connection with the
P-25 Pipeline. 

  

	7.	All Permits related the P-25 Pipeline, to the extent assignable. 

  

	8.	Firm Pipeline Service Agreement dated as of April 17, 1997 by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and United Cities Gas
Company (predecessor in interest to Atmos Energy Corporation). 

  

	9.	Firm Pipeline Service Agreement dated as of March 1, 2006, by and between Duke Energy Virginia Pipeline Company (predecessor in interest to SE Virginia Pipeline) and East
Tennessee Natural Gas, LLC, as amended by that First Amendment to the Firm Pipeline Service Agreement dated as of March 1, 2006. 

  

	10.	Professional/Technical Services Agreement dated as of January 20, 2003, between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Advantica
Technologies, Inc. 

  

	11.	All of SE Virginia Pipeline’s financial, operational and legal books and records exclusively related to the P-25 Pipeline. 

  

 - 1 – 
 Schedules to Contribution Agreement 










 Execution Version 
  

 Schedule 1.1(i) to Contribution Agreement – Spectra MLP Knowledge 
  

	1.	Greg Harper 

  

	2.	Lon Mitchell 

  

	3.	Ruth Ann Crenshaw 

  

	4.	Sean Blakley 

  

 - 2 – 
 Schedules to Contribution Agreement 










 Execution Version 
  

 Schedule 1.1(ii) to Contribution Agreement – SE Transmission and MLP GP Knowledge 

  

	1.	Pat Gibson 

  

	2.	Kent Denny 

  

	3.	Tim Ferguson 

  

	4.	Dwight Jeter 

  

	5.	Barry Buchanan 

  

	6.	Gregg McBride 

  

	7.	Melinda Reljac 

  

	8.	Mark Peters (shall be disregarded with respect to any representation relating to the Saltville Companies) 

  

 - 3 – 
 Schedules to Contribution Agreement 










 Execution Version 
  

 Schedule 1.1(iii) to Contribution Agreement – Permitted Liens 
 None. 
  

 - 4 – 
 Schedules to Contribution Agreement 










 Execution Version 
  

 Schedule 3.3 to Contribution Agreement – Transmission Approvals 
  

	1.	Saltville LLC Prior Notice Filing(s) with the Federal Energy Regulatory Commission for Saltville LLC to acquire by merger, operate, and maintain the assets of SE Virginia Pipeline
and SE Early Grove. 

  

	2.	SE Virginia Pipeline and SE Early Grove filing(s) with the Virginia State Corporation Commission to relinquish jurisdiction over their respective assets. 


 

 - 5 – 
 Schedules to Contribution Agreement 










 Execution Version 
  

 Schedule 3.5 to Contribution Agreement – SE Transmission and MLP GP Brokers’ Fees

 None. 
  

 - 6 – 
 Schedules to Contribution Agreement 










 Execution Version 
  

 Schedule 3.6(b) to Contribution Agreement – Voting Agreements 
 None. 
  

 - 7 – 
 Schedules to Contribution Agreement 










 Execution Version 
  

 Schedule 4.5 to Contribution Agreement – Financial Statements 
 [Attached behind this page.] 
  

 - 8 – 
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 Execution Version 
  

 Schedule 4.6 to Contribution Agreement – Absence of Certain Changes 
 1. Prior to Closing, Saltville LLC will renegotiate or settle customer Contracts related to gas storage assets of Virginia Gas Pipeline Company and Duke Energy Virginia
Pipeline Company (predecessors in interest to SE Virginia Pipeline) and Virginia Gas Storage Company and Duke Energy Early Grove Company (predecessors in interest to SE Early Grove). 
 2. See item 2 on Schedule 4.7(d). 
 3. The Saltville Restructuring. 
  

 - 9 – 
 Schedules to Contribution Agreement 









 Execution Version 
 Privileged and Confidential Attorney-Client Work Product 
 Schedule 4.7(a) to Contribution
Agreement – Material Contracts 
 Contracts which meet the description under Section 4.7(a)(i) of the Contribution Agreement

  

	1.	Firm Storage Service Agreement dated as of June 30, 1997, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and ALCOA, as amended
by Letter Agreement dated as of August 10, 2007 between Virginia Gas Pipeline Company and ALCOA. 

  

	2.	Firm Storage Service Agreement dated as of June 1, 2004, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Athens Utility
Board, as amended by Letter Agreement dated August 14, 2007 between Athens Utility Board and Saltville LLC 

  

	3.	Firm Storage Service Agreement dated as of October 16, 2000, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Athens Utility
Board, as amended by Letter Agreement dated August 14, 2007 between Athens Utility Board and Saltville LLC 

  

	4.	Firm Storage Service Agreement dated as of August 20, 1996, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and United Cities Gas
Company (predecessor in interest to Atmos Energy Corporation), as amended by that Settlement Agreement and Amendment to Firm Storage Service Agreements dated as of October 2003, by and among Atmos Energy Corporation, Woodward Marketing, L.L.C. and
Virginia Gas Pipeline Company, as amended by Letter Agreement dated December 7, 2007, between Saltville LLC and Atmos Energy Corporation. 

  

	5.	Firm Storage Service Agreement dated as of November 7, 1996, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Citizens Gas
Utility District, as amended by Letter Agreement dated August 13, 2007 between Citizens Gas Utility District and Saltville LLC 

  

	6.	Firm Storage Service Agreement dated as of February 17, 1997, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and the City of
Etowah, as amended by Letter Agreement dated July 31, 2007 between Etowah Utilities and Saltville LLC 

  

	7.	Firm Storage Service Agreement dated as of October 1, 2004, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Eagle Energy
Partners L.L.P., as amended by Letter Agreement dated August 7, 2007 between Eagle Energy Partners and Saltville LLC 

  

	8.	Firm Storage Service Agreement dated as of October 31, 2001, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Elk River Public
Utility District, as amended by Letter Agreement dated August 6, 2007 between Elk River Public Utility District and Saltville LLC 

  

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	9.	Firm Storage Service Agreement dated as of October 1, 2004, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Marion Natural
Gas System, as amended by Letter Agreement dated August 10, 2007 between Marion Natural Gas System and Saltville LLC 

  

	10.	Firm Storage Service Agreement dated as of November 14, 2001, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Middle
Tennessee Natural Gas Utility District, as amended by Letter Agreement dated August 14, 2007 between Middle Tennessee Natural Gas Utility District and Saltville LLC 

  

	11.	Firm Storage Service Agreement dated as of June 3, 2003, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Middle Tennessee
Natural Gas Utility District, as amended by that certain Amendment to the Storage agreement between Virginia Gas Pipeline Company and Middle Tennessee Gas Utility District dated March 18, 2004, as amended by Letter Agreement dated
August 14, 2007 between Middle Tennessee natural Gas Utility District and Saltville LLC 

  

	12.	Firm Storage Service Agreement dated as of February 25, 1997, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Natural Gas
Utility District of Hawkins County, as amended by Letter Agreement dated August 10, 2007 between Natural Gas Utility District of Hawkins County and Saltville LLC 

  

	13.	Firm Storage Service Agreement dated as of June 1, 2001, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Roanoke Gas Company.
Contract assigned by Roanoke Gas Company to Duke Energy Trading and Marketing, LLC and amended by that First Amendment to Firm Storage Service Agreement dated as of February 28, 2006, by and between Duke Energy Virginia Pipeline Company
(successor in interest Virginia Gas Pipeline Company and predecessor in interest to SE Virginia Pipeline) and Roanoke Gas Company, as amended by Letter Agreement dated July 30, 2007 between Roanoke Gas Company and Saltville LLC


  

	14.	Firm Storage Service Agreement dated as of February 1, 1999, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Sevier County
Utility District, as amended by Letter Agreement dated August 14, 2007 between Sevier County Utility District and Saltville LLC 

  

	15.	Firm Storage Service Agreement dated as of November 1, 2004, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Utilities Board
City of Bridgeport Alabama, as amended by Letter Agreement dated August 10, 2007 between Utilities Board City of Bridgeport Alabama and Saltville LLC 

  


	16.	Firm Storage Service Agreement dated as of February 1, 2002, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Woodward
Marketing, LLC, as amended by that Settlement Agreement and Amendment to Firm Storage Service Agreement dated as of October 2003, by and among Atmos Energy Corporation (successor to United Cities Gas Company, Woodward Marketing, L.L.C. and Virginia
Gas Pipeline Company). 

  

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	17.	Interruptible Storage Service Agreement dated as of October 18, 2004, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) and Eagle
Energy Partners L.L.P. 

  

	18.	Firm Storage Service Agreement dated as of June 15, 1998, by and between Virginia Gas Storage Company (predecessor in interest to SE Early Grove) and Elk River Public Utility
District, a public utility district of the State of Tennessee, as amended by Letter Agreement dated August 6, 2007 between Elk River Public Utility District and Saltville Gas Storage Company, LLC 

  

	19.	Firm Storage Service Agreement dated as of July 7, 1995, by and between Virginia Gas Storage Company (predecessor in interest to SE Early Grove) and the Public Utility District
of Jefferson and Cocke Counties, Tennessee, as amended by Letter Agreement dated as of April 5, 2002 by and between Virginia Gas Storage Company and Jefferson-Cocke County Utility District, further amended by Letter Agreement regarding 2003
Amendments to Natural Gas Storage Agreement dated as of April 24, 2003 by and between Virginia Gas Storage Company and Jefferson-Cocke County Utility District, and further amended by Letter Agreement dated August 2, 2007 between The Public
Utility of Jefferson and Cocke Counties, TN and Saltville LLC 

  

	20.	Firm Storage Service Agreement dated as of May 1, 2006, by and between Duke Energy Early Grove Company and Middle Tennessee Natural Gas Utility District, as amended by Letter
Agreement dated August 14, 2007 between Middle Tennessee Natural Gas Utility District and Saltville LLC 

  

	21.	Firm Storage Service Agreement dated as of September 9, 1996, by and between Virginia Gas Storage Company (predecessor in interest to SE Early Grove) and Natural Gas Utility
District of Hawkins County, as amended by Letter Agreement dated August 10, 2007 between Natural Gas Utility District of Hawkins County and Saltville LLC 

  

	22.	Firm Storage Service Agreement dated as of April 1, 2006, by and between Duke Energy Early Grove Company (predecessor in interest to SE Early Grove) and Oak Ridge Utility
District, as amended by Letter Agreement dated August 6, 2007 between Oak Ridge Utility District and Saltville LLC 

  

	23.	Firm Storage Service Agreement dated as of July 11, 2003, by and between Virginia Gas Storage Company (predecessor in interest to SE Early Grove) and Powell-Clinch Utility
District, as amended by Letter Agreement dated August 6, 2007 between Powell-Clinch Utility District and Saltville LLC 

  

	24.	Firm Storage Service Agreement dated as of March 19, 1997, by and between Virginia Gas Storage Company (predecessor in interest to SE Early Grove) and Roanoke Gas Company, as
amended by Letter Agreements dated as of October 23, 2006 and as of July 30, 2007, between Roanoke Gas Company and Saltville LLC. 

  

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	25.	Firm Storage Service Agreement dated as of July 1, 1996, by and between Virginia Gas Storage Company (predecessor in interest to SE Early Grove) and Sevier County Utility
District, as amended by that Letter Amendment dated as of October 23, 2006 regarding Amendment to Firm Storage Agreement dated as of July 1, 1996, as amended by Letter Agreement dated August 14, 2007 between Sevier County Utility
District and Saltville LLC 

  

	26.	Form of Service Agreement for Rate Schedule FSS dated as of August 13, 2007 by and between Saltville LLC and Appalachian Natural Gas Distribution 

  

	27.	Negotiated Rate for Service Agreement and Statement of Negotiated Rates dated as of July 30, 2007 between Saltville LLC and Appalachian Natural Gas Distribution


  

	28.	Discount Agreement (Firm) Saltville LLC dated as of April 12, 2007 between Saltville LLC and Carolina Power & Light Company 

  

	29.	Firm Storage Service Agreement (For Use Under Rate Schedule FSS) dated as of January 27, 2005, by and between Saltville LLC and Carolina Power & Light Company d/b/a
Progress Energy Carolinas, Inc. 

  

	30.	Letter Agreement regarding Negotiated Rate for Service Agreement dated as of September 29, 2006 between Saltville LLC and Carolina Power & Light Company dba Progress
Energy Carolinas, Inc. 

  

	31.	Form of Service Agreement for Rate Schedule FSS dated as of September 25, 2006, by and between Saltville LLC and Carolina Power & Light Company d/b/a Progress Energy
Carolinas, Inc. 

  

	32.	Letter Agreement regarding Negotiated Rate for Service Agreement dated as of January 19, 2007 between Saltville LLC and Columbia Gas of Virginia, Inc. 


 

	33.	Form of Service Agreement for Rate Schedule FSS dated as of February 19, 2007, by and between Saltville LLC and Columbia Gas of Virginia, Inc. 

  

	34.	Consent to Assignment dated as of October 20, 2003, by and between Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline), Elk River Public Utility
District and Saltville LLC 

  

	35.	Firm Storage Service Agreement (For Use Under Rate Schedule FSS) dated as of April 11, 2005, by and between Saltville LLC and Elk River Public Utility District, a public
utility district of the State of Tennessee 

  

	36.	Firm Storage Service Agreement (For Use Under Rate Schedule FSS) dated as of April 11, 2005, by and between Saltville LLC and Elk River Public Utility District, a public
utility district of the State of Tennessee 

  

	37.	Letter Agreement regarding Negotiated Rate for Service Agreement dated as of December 21, 2006 between Saltville LLC and Hawkins County Utility District


  

	38.	Form of Service Agreement for Rate Schedule FSS dated as of December 21, 2006, by and between Saltville LLC and Hawkins County Utility District 

  

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	39.	Letter Agreement regarding Negotiated Rate for Service Agreement dated as of January 26, 2007 between Saltville LLC and Knoxville Utilities Board 

  

	40.	Form of Service Agreement for Rate Schedule FSS dated as of February 19, 2007, by and between Saltville LLC and Knoxville Utilities Board 

  

	41.	Letter Agreement regarding Negotiated Rate for Service Agreement dated as of January 26, 2007 between Saltville LLC and Knoxville Utilities Board 

  

	42.	Form of Service Agreement for Rate Schedule FSS dated as of February 19, 2007, by and between Saltville LLC and Knoxville Utilities Board 

  

	43.	Discount Agreement (Firm) Saltville LLC. dated as of March 21, 2007 between Saltville LLC and NJR Energy Services 

  

	44.	Form of Service Agreement for Rate Schedule FSS dated as of October 16, 2006, by and between Saltville LLC and NJR Energy Services Company 

  

	45.	Firm Storage Service Agreement (For Use Under Rate Schedule FSS) dated as of January 6, 2005, by and between Saltville LLC and Oak Ridge Utility District


  

	46.	Capacity Release Agreement dated as of April 30, 2003, by and between Saltville LLC, Public Service Company of North Carolina, Inc. and East Tennessee Natural Gas Company


  

	47.	Letter Amendment dated as of July 25, 2002 to the Precedent Agreement dated as of November 27, 2002 between Saltville LLC and Public Service Company of North Carolina,
Inc. 

  

	48.	Precedent Agreement dated as of November 27, 2002, by and between Saltville LLC and Public Service Company of North Carolina, Inc. 

  

	49.	Firm Storage Service Agreement (For Use Under Rate Schedule FSS) dated as of January 20, 2005, by and between Saltville LLC and Public Service Company of North Carolina, Inc.


  

	50.	Firm Storage Service Agreement (For Use Under Rate Schedule FSS) dated as of January 14, 2005, by and between Saltville LLC and Sequent Energy Management, L.P., a Georgia
limited partnership, as successor in interest to NUI Energy Brokers, Inc. 

  

	51.	Discount Agreement (Firm) Saltville LLC dated as of August 23, 2006 between Saltville LLC and Stand Energy Corporation 

  

	52.	Form of Discount Request dated as of July 10, 2006 between Saltville LLC and Stand Energy Corporation 

  

	53.	Form of Service Agreement for Rate Schedule FSS dated as of August 23, 2006, by and between Saltville LLC and Stand Energy Corporation 

  

	54.	Form of Service Agreement for Rate Schedule FSS dated as of June 18, 2007, by and between Saltville LLC and United Salt Corporation 

  

	55.	Discount Agreement (Firm) dated as of March 21, 2007 between Saltville LLC and Upper Cumberland Gas Utility District 

  

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	56.	Form of Service Agreement for Rate Schedule FSS dated as of January 27, 2007, by and between Saltville LLC and Upper Cumberland Gas Utility District 


 

	57.	Firm Storage Service Agreement (For use Under Rate Schedule FSS) dated as of June 1, 2006, by and between Saltville LLC and Washington Gas Light company, as amended by Letter
Agreement regarding rate schedule dated as of June 1, 2006, by and between Saltville LLC and Washington Gas Light Company. 

  

	58.	Discount Agreement (Firm) Saltville LLC dated as of March 8, 2007 between Saltville LLC and Wolf Hills Energy, LLC 

  

	59.	Form of Discount Request dated as of February 27, 2007 between Saltville LLC and Wolf Hills Energy, LLC 

  

	60.	Form of Service Agreement for Rate Schedule FSS dated as of March 8, 2007 by and between Saltville LLC and Wolf Hills Energy, LLC 

  

	61.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of January 24, 2006, by and between Saltville LLC and Virginia Gas Distribution
Company 

  

	62.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of August 15, 2005, by and between Saltville LLC and Atmos Energy Marketing


  

	63.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of August 15, 2005, by and between Saltville LLC and Atmos Energy Marketing


  

	64.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of November 1, 2005, by and between Saltville LLC and Constellation Energy
Commodities Groups, Inc. 

  

	65.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of November 1, 2005, by and between Saltville LLC and Constellation Energy
Commodities Groups, Inc. 

  

	66.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of January 10, 2006, by and between Saltville LLC and Eagle Energy Partners I,
L.P. 

  

	67.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of November 1, 2005, by and between Saltville LLC and East Tennessee Natural
Gas, LLC 

  

	68.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of May 19, 2006, by and between Saltville LLC and Equitable Production Co.


  

	69.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of August 1, 2005, by and between Saltville LLC and Infinite Energy, Inc.


  

	70.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of August 1, 2005, by and between Saltville LLC and Infinite Energy, Inc.


  

	71.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of August 1, 2005, by and between Saltville LLC and Infinite Energy, Inc.


  

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	72.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of October 17, 2005, by and between Saltville LLC and Middle Tennessee Natural
Gas Utility District 

  

	73.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of July 27, 2005, by and between Saltville LLC and NJR Energy Services


  

	74.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of November 16, 2005, by and between Saltville LLC and Oak Ridge Utility
District 

  

	75.	Interruptible Storage Service Agreement (For Use Under Rate Schedule ISS, ILS and IPS) dated as of May 26, 2006, by and between Saltville LLC and Rockwood Water,
Sewer & Natural Gas 


	76.	Discount Agreement (Firm) dated as of May 2, 2007 between Saltville LLC and Sequent Energy Management, L.P. 

  

	77.	Discount Agreement (Firm) dated as of September 29, 2006 between Saltville LLC and Sequent Energy Management, L.P. 

  

	78.	Form of Service Agreement for Capacity Release Umbrella Agreement Under Rate Schedule FSS dated as of May 22, 2006, by and between Sequent Energy Management, L.P. and Saltville
LLC 

  

	79.	Form of Service Agreement for Capacity Release Umbrella Agreement Under Rate Schedule FSS dated as of December 12, 2006, by and between Wolf Hills Energy, LLC and Saltville LLC


 Contracts which meet the description under Section 4.7(a)(vi) of the Contribution Agreement 
  

	80.	Non-Competition Agreement between Virginia Gas Company and Heritage Holdings, Inc. dated October 11, 2001. 

 Contracts which meet the description under Section 4.7(a)(vii) of the Contribution Agreement 
  

	81.	Contract dated as of August 24, 2007, by and between Appalachian Power Company and Saltville LLC, addendum to Contract for Electric Service dated as of August 24, 2007 by
and between Appalachian Power Company dba American Electric Power and Saltville LLC 

 Other 
  

	82.	See item 2 on Schedule 4.16(a) 

  

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 Schedule 4.7(c) to Contribution Agreement – Enforceability of Material Contracts; No
Defaults 
 None. 
  

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 Schedule 4.7(d) to Contribution Agreement – Purchase and Sale Agreements

 1. Asset Purchase Agreement dated as of June 20, 2007, by and between United Salt Corporation, a Texas corporation, and Saltville LLC.

 2. Second Amended and Restated Equipment Sale and Removal Agreement dated as of December 12, 2007, by and among Morris Asset Recovery Co. LLC, Marcus
H. Morris and Saltville LLC. 
  

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 Privileged and Confidential Attorney-Client Work Product 
  

 Schedule 4.8(b) to Contribution Agreement – Intellectual Property 
 None. 
  

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 Execution Version 
 Privileged and Confidential Attorney-Client Work Product 
  

 Schedule 4.9 to Contribution Agreement – Litigation 
  

	1.	Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) is subject to that certain Monitoring and Corrective Action Program described in Virginia State
Corporation Commission Order of Settlement dated October 7, 2002. 

  

	2.	One worker’s compensation claim initiated by John Torbett arising from a personal injury sustained during employment. The claim is dated January 30, 2007 and is covered by
workers’ compensation insurance. 

  

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 Privileged and Confidential Attorney-Client Work Product 
  

 Schedule 4.10 to Contribution Agreement – Taxes 
  

	1.	Saltville LLC is a party to the Tax Matters Agreement by and among Duke Energy Corporation, Spectra Energy Corp, and The Other Spectra Parties, dated as of December 13, 2006.


  

	2.	Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) has received a Delinquent Debt Notice dated November 26, 2007 from the Virginia Department of
Taxation for the amount of $53.71. 

  

	3.	Each of Saltville LLC, SE Early Grove and SE Virginia Pipeline has liability for Taxes under Treasury Regulations section 1.1502-6 (or any similar provision of state, local or
foreign law) that directly results from being a member of the following affiliated group of corporations: 

  

	 	a.	SE Early Grove and SE Virginia Pipeline were members of the affiliated group of corporations of which NUI Corporation was the common parent, which joined in the filing of
consolidated federal income Tax Returns prior to AGL Resources, Inc.’s acquisition of NUI Corporation. 

  

	 	b.	SE Early Grove and SE Virginia Pipeline were members of the affiliated group of corporations of which AGL Resources, Inc. was the common parent, which joined in the filing of
consolidated federal income Tax Returns prior to the acquisition of SE Early Grove and SE Virginia Gas Pipeline by Duke Energy Corporation. 

  

	 	c.	Saltville LLC, SE Early Grove and SE Virginia Pipeline were members of the affiliated group of corporations of which Duke Energy Corporation was the common parent, which joined in
the filing of consolidated federal income Tax Returns prior to the spinoff by Duke Energy Corporation of Spectra Energy Corp. 

  

	 	d.	Saltville LLC, SE Early Grove and SE Virginia Pipeline are members of the affiliated group of corporations of which Spectra Energy Corp is the common parent, which join in the
filing of consolidated federal income Tax Returns. 

  

	4.	Duke Energy Corporation’s federal consolidated tax return for 2005 is currently under audit and such audit encompasses the Saltville Companies, as they were owned by Duke
Energy Corporation in 2005. 

  

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 Schedule 4.11 to Contribution Agreement – Environmental Matters 
  

	3.	See item 1 on Schedule 4.9. 

  

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 Schedule 4.13 to Contribution Agreement – Permits 
  

	1.	SE Virginia Pipeline has applied to the Virginia Department of Environmental Quality for an amendment to the August 22, 2006 air permit from the Commonwealth of Virginia
Department of Environmental Quality authorizing construction and operation of salt processing and handling equipment in order to remove the salt operations therefrom and to change the name thereon to SE Virginia Pipeline. However, this application
is still open because United Salt Corporation has not submitted the necessary application to the Department of Environmental Quality in order to obtain a permit in its name. 

  

	2.	See item 1 on Schedule 3.3. 

  

	3.	See item 2 on Schedule 3.3. 

  

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 Schedule 4.14 to Contribution Agreement – Insurance 
 Note: Policies listed herein are representative coverage provided by Spectra Energy Corp to its subsidiaries including the Saltville Companies. The Saltville Companies
do not maintain insurance policies specific to themselves at this time. 
  

									
	 Policy type
	  	 Description
	  	 Policy Period
	  	 Deductible/occurrence
	  	 Insurers

	All risk Onshore Property & Machinery Breakdown	  	Replacement value	  	Jan. 1, 2007 – May 1, 2008	  	$ 100,000	  	Quota share of various Insurers
					
	Business Interruption	  	Gross Earnings form	  	Jan. 1, 2007 – May 1, 2008	  	30 days	  	Included in property
					
	General Liability	  	Third Party Liability	  	Jan. 1, 2007 – May 1, 2008	  	$50,000	  	Zurich Primary and Various Insurers
					
	Auto Liability	  	Any Auto, Hired and Non owned	  	Jan. 1, 2007 – May 1, 2008	  	$25,000	  	Zurich Primary and Various Insurers
					
	Workers Compensation/ Employer’s Liability	  	Statutory limits for workers comp	  	Jan. 1, 2007 – May 1, 2008	  	Non-Indemnifiable Loss $0 for Worker’s Compensation / $50,000 for Employer’s Liability	  	Zurich Primary and Various Insurers
					
	Directors & Officers	  	Executive liability coverage	  	Jan. 1, 2007 – Mar 1, 2007	  	Non-Indemnifiable Loss $0 Non-Securities Related $2.5MM Securities $5MM	  	Aegis Primary and Various Insurers
					
	Crime	  	Coverage for crimes such as employee theft, fraud, etc.	  	Jan. 1, 2007 – Mar 1, 2007	  	$1MM	  	Chubb

  

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	Fiduciary	  	Coverage for Fiduciary wrongful acts	  	Jan. 1, 2007 – Mar 1, 2007	  	Non-Indemnifiable Loss $0 Non-Securities Related $1MM Securities $5MM	  	Aegis Primary and Various Insurers

  

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 Schedule 4.16(a) to Contribution Agreement – Material Real Estate Leases

  

	1.	Approximately 209 leases for 7,272 acres in Washington and Scott Counties, VA for Virginia Gas Storage Company’s (predecessor in interest to SE Early Grove) storage assets.
Such leases are identified on Appendix 1. 

  

	2.	Lease Agreement dated October 22, 2001 between Oakstone Properties, Inc. and VGC (predecessor in interest to Saltville LLC), assigned to Duke Energy Saltville Gas Storage,
L.L.C. (predecessor in interest to Saltville LLC). 

  

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 Appendix 1 
 Early Grove Real Property Leases 
  

							
	 Lease Number
	  	 Lessor
	  	Net Acres	  	 County

	ST-45-089 -1.00	  	Gilbert D. Baker	  	222.180	  	Scott
	ST-45-089-2.00	  	Judy A. Baker	  	111.090	  	Scott
	ST-45-090-1.00	  	Mansey A. & Vernie Gardner	  	240.000	  	Scott
	ST-45-091-1.00	  	Charles Quinton & Linda Sue Pullon	  	70.000	  	Scott
	ST-45-092-1.00	  	Charles Quinton & Linda Sue Pullon	  	11.000	  	Scott
	ST-45-093-1.00	  	S.W. Baker	  	31.000	  	Scott
	ST-45-093-2.00	  	Charlotte Hensley	  	62.000	  	Scott
	ST-45-094-1.00	  	Goldie Blanche Hensley Estate	  		  	Scott
	ST-45-094-1.10	  	Craig H. Hensley	  	179.020	  	Scott
	ST-45-094-2.00	  	Charlotte Hensley	  	106.980	  	Scott
	ST-45-094-3.00	  	Sula J. Inklebarger	  		  	Scott
	ST-45-094-4.00	  	Lynn H. Woodruff	  		  	Scott
	ST-45-095-1.10	  	Genelle McNamara	  	1.000	  	Scott
	ST-45-095-2.00	  	Jeffrey L. Carter	  	47.000	  	Scott
	ST-45-096-1.00	  	Reed and Ethel L. (dec.) Booher	  	50.000	  	Scott
	ST-45-096-1.10	  	Bobby Wayne Booher	  	12.50	  	Scott
	ST-45-096-1.20	  	Jerry Donald Booher	  	12.50	  	Scott
	ST-45-096-1.30	  	Tony Allen Booher	  	12.50	  	Scott
	ST-45-096-1.40	  	Reed Junior Booher	  	12.50	  	Scott
	ST-45-096-2.00	  	Bobby Wayne Booher	  	25.000	  	Scott
	ST-45-096-3.10	  	Salem W. Smith	  	8.333	  	Scott
	ST-45-096-3.20	  	Billy Smith	  	8.333	  	Scott
	ST-45-096-3.30	  	Dale L. Smith	  	8.333	  	Scott
	ST-45-097-02.00	  	Charles L. and Martha C. Shelley	  	7.400	  	Scott
	ST-45-098-1.00	  	Tommy Malone	  	7.758	  	Scott
	ST-45-098-2.00	  	Jack and Maxine Malone	  	15.516	  	Scott
	ST-45-099-1.00	  	Avanelle McMurray	  	70.610	  	Scott
	ST-45-100-1.00	  	David L. Meade	  	20.000	  	Scott
	ST-45-100-2.00	  	Ronald L. Meade	  	20.000	  	Scott
	ST-45-101-01.00	  	Carl William Miller - Trust Acct.	  	107.974	  	Scott
	ST-45-101-02.00	  	Tessie S. Barker (Acct#05-31338-4)	  	1.267	  	Scott
	ST-45-101-03.00	  	Hilda Aileen Pye(Acct.#33107300478)	  	0.317	  	Scott
	ST-45-101-04.00	  	Charmie D. Sams	  	1.267	  	Scott
	ST-45-101-05.00	  	James J. Jeralds	  	1.267	  	Scott
	ST-45-101-06.00	  	Virgie Dunn c/o Frank Blickensderfer	  	1.267	  	Scott
	ST-45-101-07.00	  	Woodsfield 1st Free Methodist Church	  	1.267	  	Scott
	ST-45-101-08.00	  	Richard and Gloria J. McKeehan	  		  	Scott
	ST-45-101-09.00	  	Jack Love	  	0.317	  	Scott
	ST-45-101-10.00	  	Sheila Renee Howe	  	0.110	  	Scott
	ST-45-101-11.00	  	Evelyn J. Wexler	  	0.630	  	Scott
	ST-45-101-12.00	  	Frances D. Hutchison	  	0.640	  	Scott

  

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	ST-45-101-13.00	  	Nina Gladys Large	  		  	Scott
	ST-45-101-14.00	  	Wilma P. Derting	  	0.630	  	Scott
	ST-45-101-15.00	  	Ernestine D. and Doyle B. Marsh	  	0.950	  	Scott
	ST-45-101-16.00	  	Ronald W. and Sandra Bonkosky	  	0.100	  	Scott
	ST-45-101-17.00	  	Fannie L. Barker Heirs	  	1.267	  	Scott
	ST-45-101-18.00	  	Shirley D. Grubbs	  	0.950	  	Scott
	ST-45-101-19.00	  	Woodrow and Ruby Mildred Barker	  		  	Scott
	ST-45-101-20.00	  	Donald E. and Sharon Bonkosky	  		  	Scott
	ST-45-101-21.00	  	Virginia L. Bauer (deceased)	  	2.534	  	Scott
	ST-45-101-21.10	  	Joy B. Rose	  	0.845	  	Scott
	ST-45-101-21.20	  	Joanne Lee Cohen	  	0.845	  	Scott
	ST-45-101-21.30	  	Linda T. Piekut	  	0.844	  	Scott
	ST-45-101-22.00	  	V. Stan Pierce	  	1.267	  	Scott
	ST-45-101-23.00	  	Max Pierce	  	1.267	  	Scott
	ST-45-101-25.00	  	Dorothy Hinnant	  	146.000	  	Scott
	ST-45-101-27.00	  	Ozella C. Wasser	  	1.267	  	Scott
	ST-45-102-1.00	  	Avanelle McMurray	  	36.000	  	Scott
	ST-45-103-2.00	  	Craig H. Hensley	  	23.74	  	Scott
	ST-45-103-2.10	  	Jeffrey L. Carter	  	36.159	  	Scott
	ST-45-103-3.00	  	Jeffrey L. Carter	  	91.33	  	Scott
	ST-45-104-2.00	  	William J. and Martha C. Whitt	  	53.150	  	Scott
	ST-45-105-1.00	  	Maxie Baker c/o Arlene Cru	  	291.000	  	Scott
	ST-45-105-1.10	  	Maxie A. (Arlene) Crusenberry	  	72.75	  	Scott
	ST-45-105-1.20	  	Barbara L. Barker	  	72.75	  	Scott
	ST-45-105-1.30	  	Linda Baker Turner	  	72.75	  	Scott
	ST-45-105-1.40	  	Glenda Kay Morrell	  	72.75	  	Scott
	ST-45-106-1.00	  	Miller’s Chapel	  	2.000	  	Scott
	ST-45-107-01.00	  	Arden and Edith Hunsucker	  	50.00	  	Scott
	ST-45-107-02.10	  	Fredna L. Taylor	  	1.220	  	Scott
	ST-45-107-02.20	  	Cecil K. Hunsucker	  	1.220	  	Scott
	ST-45-107-02.30	  	James E. Hunsucker (dec)-VOID CK	  	1.220	  	Scott
	ST-45-107-02.40	  	Mary P. Millhorn	  	1.220	  	Scott
	ST-45-107-02.50	  	Malinda H. Lucas	  	1.220	  	Scott
	ST-45-107-02.60	  	Sandra H. Monger	  	1.220	  	Scott
	ST-45-107-03.10	  	James K. Stamper	  	4.189	  	Scott
	ST-45-107-03.20	  	Estate of Bonnie Bright	  	4.189	  	Scott
	ST-45-107-03.30	  	Cledith Perrigan	  	4.189	  	Scott
	ST-45-107-04.00	  	Edith Morelli	  	4.189	  	Scott
	ST-45-107-05.00	  	Terry J. Hunsucker	  	3.665	  	Scott
	ST-45-107-05.20	  	Debra S. Strebig	  	3.665	  	Scott
	ST-45-107-06.00	  	Norma Jean H. Barth and Gene Barth	  	7.330	  	Scott
	ST-45-107-07.00	  	Arden Hunsucker	  	14.660	  	Scott
	ST-45-107-08.10	  	Genelle McNamara	  	2.443	  	Scott
	ST-45-107-08.21	  	Claude T. Barb	  	2.443	  	Scott
	ST-45-107-08.30	  	Graham G. Hunsucker	  	2.443	  	Scott

  

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	ST-45-107-09.00	  	Donald Hunsucker	  	2.443	  	Scott
	 ST-45-107-09.10
	  	Audrey H. Ketron	  	2.443	  	Scott
	 ST-45-107-09.20
	  	Cheryl H. LeSueur	  	2.443	  	Scott
	 ST-45-107-10.00
	  	Brittany Good	  	4.189	  	Scott
	 ST-45-107-11.00
	  	Delores Rutherford	  	0.838	  	Scott
	 ST-45-107-11.20
	  	William Rutherford	  	0.838	  	Scott
	 ST-45-107-11.30
	  	Mary Houser	  	0.838	  	Scott
	 ST-45-107-11.40
	  	Nancy Kay Ferriell	  	0.838	  	Scott
	 ST-45-107-11.50
	  	Anna Belle DeVilbiss	  	0.838	  	Scott
	 ST-45-107-12.10
	  	Hershel Lee Bright	  	1.047	  	Scott
	 ST-45-107-12.20
	  	Bobby Scott Bright	  	1.047	  	Scott
	 ST-45-107-12.30
	  	John Luther Bright	  	1.047	  	Scott
	 ST-45-107-12.40
	  	Linda Joan Allison	  	1.047	  	Scott
	 ST-45-108-2.00
	  	Michael S. Pullon	  	1.750	  	Scott
	 ST-45-108-3.00
	  	Michael S. Pullon	  	1.750	  	Scott
	 ST-45-108-4.00
	  	Michael S. Pullon	  	1.750	  	Scott
	 ST-45-108-5.00
	  	Michael S. Pullon	  	1.750	  	Scott
	 ST-45-108-6.00
	  	Michael S. Pullon	  	1.750	  	Scott
	 ST-45-109-1.00
	  	Robert L. and Lois Miller	  	5.000	  	Scott
	 ST-45-110-01.10
	  	Donna M. and Craig Hagy	  	9.000	  	Scott
	 ST-45-111-1.00
	  	Dora B. and T.E. Loudy	  	42.500	  	Scott
	 ST-45-112-1.00
	  	Nora Clark	  	75.000	  	Scott
	 ST-45-113-1.00
	  	Karen M. Bowman	  	23.000	  	Scott
	 ST-45-114-2.00
	  	Billy and Deborah Miller	  	0.416	  	Scott
	 ST-45-114-3.00
	  	Donald and Ruth Miller	  	0.416	  	Scott
	 ST-45-114-4.00
	  	Franklin and Shirley Fletcher	  	0.416	  	Scott
	 ST-45-114-5.00
	  	Karen M. Bowman	  	0.416	  	Scott
	 ST-45-114-6.00
	  	Marilyn M. Acree	  	0.416	  	Scott
	 ST-45-114-7.00
	  	John D. Miller	  	0.416	  	Scott
	 ST-45-115-1.00
	  	Eula Faye Murray	  	41.750	  	Washington
	 ST-45-115-2.00
	  	Avanelle McMurray	  	41.750	  	Scott
	 ST-45-115-3.00
	  	Bobby L. and Shelby J. Shelley	  	41.750	  	Washington
	 ST-45-116-1.00
	  	Mark R. Weatherly	  	308.000	  	Washington
	 ST-45-117-2.00
	  	Mark R. Weatherly	  	106.000	  	Washington
	 ST-45-118-2.00
	  	Shannon D. Cassell (WHITT owns)	  	9.000	  	Washington
	 ST-45-118-3.00
	  	William J. and Martha C. Whitt	  	9.000	  	Washington
	 ST-45-119-1.00
	  	Fred and Kathleen Flora	  	25.500	  	Washington
	 ST-45-119-2.00
	  	Jack S. and June C. Dennison	  	25.500	  	Washington
	 ST-45-120-1.10
	  	Charles W.(dec)Nell F. Dorton(dec)	  		  	Washington
	 ST-45-120-1.11
	  	Linda E. Dorton	  	71.659	  	Washington
	 ST-45-120-2.10
	  	Genelle McNamara	  	1.083	  	Scott
	 ST-45-120-2.11
	  	Claude T. Barb	  	1.083	  	Scott
	 ST-45-120-2.30
	  	Graham G. Hunsucker	  	1.083	  	Scott
	 ST-45-120-3.00
	  	Carolyn R. and Roy L. Johnson	  	1.630	  	Washington
	 ST-45-120-4.00
	  	Edna L. Newton	  	1.630	  	Washington

  

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 Privileged and Confidential Attorney-Client Work Product 
  


							
	ST-45-121-1.00	  	Gary W. and Beverly K. Laughlin	  	50.000	  	Washington
	ST-45-122-1.10	  	Bruce and Toni Shaffer	  	61.0	  	Washington
	ST-45-123-3.00	  	Shannon D. Cassell (sold to WHITT)	  	205.400	  	Washington
	ST-45-123-4.00	  	William and Martha C. Whitt	  	205.400	  	Washington
	ST-45-124-1.00	  	Charles L. Martin	  	106.000	  	Washington
	ST-45-125-2.00	  	Arthur P. and Ruth H. Slaughter	  	44.500	  	Washington
	ST-45-126-1.00	  	Juanita C. Smith	  	40.000	  	Washington
	ST-45-127-1.00	  	Linda Z. Jones	  	39.000	  	Washington
	ST-45-127-2.10	  	Raymond L. Nicar, Jr.	  	13.000	  	Washington
	ST-45-127-2.20	  	Fredrick G. Nicar	  	13.000	  	Washington
	ST-45-127-2.30	  	Sara (Sally) Nicar Mistr	  	13.000	  	Washington
	ST-45-128-01.20	  	Shirley Trivett	  	34.375	  	Washington
	ST-45-128-2.00	  	Lakie Jennette Smith	  	68.750	  	Washington
	ST-45-128-2.10	  	David Lynn Smith	  	68.750	  	Washington
	ST-45-129-1.00	  	Grace Estella Rust	  	119.000	  	Washington
	ST-45-130-1.00	  	Eula Faye Murray	  	6.500	  	Washington
	ST-45-130-2.00	  	Avanelle McMurray	  	6.500	  	Scott
	ST-45-130-3.00	  	George S. and Shirley F. Peters	  	13.000	  	Washington
	ST-45-184-1.00	  	George Edward Harley, Sr.	  	Mtr.Stn.	  	Washington
	ST-45-189-2.00	  	James T. and Karen S. Phillips	  	105.500	  	Scott
	ST-45-193-1.00	  	Hiram Gardner	  	135.000	  	Scott
	ST-45-201-01.00	  	Ethel Lee Worley	  	77.500	  	Washington
	ST-45-201-02.00	  	Charles Michael Boudin	  	38.750	  	Washington
	ST-45-201-03.00	  	D. Keith and Kris M. Parker	  	38.750	  	Washington
	ST-45-202-01.00	  	Hershel and Louise Bright	  	12.000	  	Scott
	ST-45-205-1.00	  	Nina Lee Bright	  	161.840	  	Scott
	ST-45-206-2.00	  	Ross Norton	  	2.900	  	Washington
	ST-45-207-2.00	  	Ross Norton	  	16.600	  	Washington
	ST-45-208-1.00	  	William K. Shelley, Jr.	  	22.660	  	Scott
	ST-45-208-2.00	  	Cecil O. and Launa B. Ridgeway	  	22.660	  	Scott
	ST-45-208-3.00	  	Charles David and Connie S. Hensley	  	22.660	  	Scott
	ST-45-209-1.00	  	S.W. Baker	  	72.750	  	Scott/Wash
	ST-45-210-1.00	  	James L. and Dorothy Mae Goodson	  	62.250	  	Washington
	ST-45-211-1.10	  	Jennie L. Henderson (1/4 Interest)	  	11.500	  	Washington
	ST-45-211-1.20	  	Kenneth L. Henderson, Jr. (1/4 Int)	  	11.500	  	Washington
	ST-45-211-1.30	  	David A. Henderson (1/4 Interest)	  	11.500	  	Washington
	ST-45-211-1.40	  	Larry W. Henderson (1/4 Interest)	  	11.500	  	Washington
	ST-45-212-2.00	  	Reed and Ethel L. Booher (dec.)	  	103.100	  	Washington
	ST-45-212-2.10	  	Jerry Donald Booher	  	25.780	  	Washington
	ST-45-212-2.20	  	Bobby Wayne Booher	  	25.780	  	Washington
	ST-45-212-2.30	  	Tony Allen Booher	  	25.770	  	Washington
	ST-45-212-2.40	  	Reed Junior Booher	  	25.770	  	Washington
	ST-45-213-1.00	  	Bobby Wayne Booher	  	65.100	  	Washington
	ST-45-214-1.00	  	Avanelle McMurray	  	19.000	  	Scott
	ST-45-215-1.00	  	Margie P. Baker (GARY W. BAKER)	  		  	Scott

  

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	ST-45-215-1.10	  	Gary W. Baker	  	115.400	  	Scott
	ST-45-216-1.00	  	Hilary H. and Dorothy C. Arnold	  	61.000	  	Scott
	ST-45-217-1.00	  	Bobby L. & Shelby J. Shelley	  	34.00	  	Washington
	ST-45-218-1.00	  	Thomas L. Agnew	  	33.00	  	Scott
	ST-45-223-1.00	  	William L. & Sharon Eaton	  	141.00	  	Washington
	ST-45-224-1.00	  	Thelma S. Loudy (deceased)	  	10.500	  	Washington
	ST-45-224-1.10	  	Nancy L. Loudy	  	12.31	  	Scott
	ST-45-224-2.00	  	Jeffrey L. Carter	  	49.230	  	Scott
	ST-45-225-1.00	  	Christopher Todd Godsey	  	53.500	  	Washington
	ST-45-226-1.00	  	Hart Bros., Inc. etal	  		  	Washington
	ST-45-227-1.00	  	Shirley P. Arnold, etal	  	77.000	  	Scott
	ST-45-228-1.00	  	Bernice Conkin	  	94.00	  	Washington
	ST-45-229-1.00	  	Jean L. Smith	  		  	Washington
	ST-45-229-2.00	  	Carl F. and Janet S. Fleenor	  	35.00	  	Washington
	ST-45-230-1.00	  	Scott E. Slaughter	  	50.00	  	Washington
	ST-45-231-1.00	  	Jo Ann and Bobby F. Harlan	  	45.30	  	Scott
	ST-45-232-2.00	  	Martin Harold and Judy J. Lawson	  	66.00	  	Scott
	ST-45-233-1.00	  	Martha Ruth Blair	  	145.25	  	Scott
	ST-45-234-1.00	  	Coolidge and Lilliam Goodman	  	50.000	  	Washington
	ST-45-235-1.00	  	Arthur P. and Ruth H. Slaughter	  	144.000	  	Washington
	ST-45-241-1.00	  	Claude W. and Charlene Smith	  	502.00	  	Scott
	ST-45-242-1.00	  	Grady and Dorothy Shelley	  	97.00	  	Scott
	ST-45-243-1.00	  	Jennie Lynn McNamara	  	145.00	  	Scott
	ST-45-244-1.00	  	James E. and Sonya Rodefer	  	66.000	  	Scott
	ST-45-244-2.00	  	Della B. Rodefer (deceased)	  	45.330	  	Scott
	ST-45-244-3.00	  	Joe and Effie Louise Lemons	  	22.660	  	Scott
	ST-45-245-1.00	  	Frank N. and Teresa R. Osborne	  	15.920	  	Scott
	ST-45-245-2.00	  	Gerald and Jo Ann Porter	  	15.920	  	Scott
	ST-45-246-1.00	  	Jimmy and Patsy Canter	  	27.000	  	Scott
	ST-45-247-1.00	  	Maxie L. Baker	  	74.000	  	Washington
	ST-45-248-1.00	  	William E. and Laura Mae Barker	  	100.00	  	Washington
	ST-45-249-1.00	  	d/b/a Houser Bros.Farm	  	6.900	  	Scott
	ST-45-250-1.00	  	Charles Q. (Quinton) Pullon	  	10.00	  	Scott

  

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 Execution Version 
 Privileged and Confidential Attorney-Client Work Product 
  

 Schedule 5.3 to Contribution Agreement – Spectra MLP Approvals 
 None. 
  

 - 32 – 
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 Execution Version 
 Privileged and Confidential Attorney-Client Work Product 
  

 Schedule 5.5 to Contribution Agreement – Spectra MLP Brokers’ Fee 

Fees and expenses due to Simmons & Company International pursuant to Engagement Letter dated November 13, 2007, between Spectra MLP and
Simmons & Company International. 
  

 - 33 – 
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 Execution Version 
 Privileged and Confidential Attorney-Client Work Product 
  

 Schedule 6.1 to Contribution Agreement – Conduct of Business 
 1. See item 2 on Schedule 4.7(d). 
 2. Saltville LLC’s potential
purchase of approximately 327,000 dekatherms of base gas. 
  

 - 34 – 
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 Privileged and Confidential Attorney-Client Work Product 
  

 Schedule 6.5 to Contribution Agreement – Company Guarantees 
 Indemnity Agreement between Travelers Casualty and Surety Company of America and Spectra Energy Capital, LLC relating to the bond issued by Travelers Casualty and Surety
Company of America to Commonwealth of Virginia, Director, Division of Mineral Mining for the account of Saltville LLC in the amount of $81,640 and the bond issued by Travelers Casualty and Surety Company of America to the U.S. Environmental
Protection Agency for the account of Duke Virginia Gas Pipeline Company (predecessor in interest to SE Virginia Pipeline) in the amount of $90,000. 
  

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 Execution Version 
 Privileged and Confidential Attorney-Client Work Product 
  

 Schedule 6.10 to Contribution Agreement – Excluded Assets 
 1. The Common Units, General Partner Units and cash conveyed to East Tennessee Natural Gas, LLC under the Asset Purchase Agreement. 
  

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 Exhibit A to Contribution Agreement – Omnibus Amendment 
 FIRST AMENDMENT TO 
 OMNIBUS
AGREEMENT 
 THIS FIRST AMENDMENT TO OMNIBUS AGREEMENT (“First Amendment”) is entered into on, and effective as of,
                 , 2008, 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 First Amendment each as a “Party” and collectively as the “Parties.” 
 R E C I T A L S: 
 1. The Parties
entered into that certain Omnibus Agreement, dated and effective as of the Closing Date (as defined therein) (the “Current Agreement”), to (i) evidence their 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 defined in the Current Agreement) as well as direct expenses, including operating expenses, incurred by Spectra and its Affiliates for and on behalf of
the Partnership Group (as defined in the Current Agreement) and (ii) evidence their agreement with respect to certain indemnification obligations of the Parties. 
 2. The Parties desire to amend the Current Agreement to, among other things, reflect the contribution of Saltville LLC (as defined herein) to the Partnership Group from certain Affiliates of Spectra and the extension
of the reimbursement obligations of Article III of the Current Agreement for expenses made by Spectra and its Affiliates on behalf of Saltville LLC. 
 In consideration of the agreements contained herein, and for other good and valuable consideration, the Parties hereby agree as follows: 
 ARTICLE I 
 Definitions 
 1.1 Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Current
Agreement. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Current Agreement. 
 ARTICLE II 
 Amendment to Current Agreement 
 2.1 Amendments to Section 1.1 
 (a) The following definition is hereby amended in its entirety to read as follows: 
 “Agreement” means this Omnibus Agreement as amended by the First Amendment, as it may be further amended, modified or supplemented from time to time in accordance with the terms hereof. 








 (b) The definition of “Partnership Assets” is hereby amended by adding the following
proviso to the end of such definition prior to the period: 
 “; provided, however, that with respect to Article III
only, Partnership Assets shall also include Saltville LLC” 
 (c) The following definitions are hereby added where alphabetically
appropriate to read as follows: 
 “First Amendment” means the First Amendment to Omnibus Agreement dated as
of                  , 2008 among Spectra, GP LLC, the General Partner and Partnership. 
 “Saltville LLC” means Saltville Gas Storage Company L.L.C., a limited liability company organized under the Laws of the
[Commonwealth of Virginia]. 
 ARTICLE III 
 Miscellaneous 
 3.1 Confirmation. The provisions of the Current
Agreement, as amended by this First Amendment, shall remain in full force and effect following the execution of this First Amendment. 
 3.2 Choice of Law; Submission to Jurisdiction. This First Amendment 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 First Amendment 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. 
 3.3 Entire Agreement. This First Amendment 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. 
 3.4
Counterparts. This First Amendment may be executed in any number of counterparts, including facsimile counterparts, 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. 
 3.5 Severability. If any provision of this First Amendment
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 First Amendment 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. 
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is left blank intentionally.] 
  

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 IN WITNESS WHEREOF, the Parties have executed this First Amendment on, and effective as of, the date
first written above. 
  

			
	SPECTRA ENERGY CORP
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	SPECTRA ENERGY PARTNERS GP, LLC
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

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

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	SPECTRA ENERGY PARTNERS, LP
		
	By:	 	 Spectra Energy Partners (DE) GP, LP,
 its
general partner

		
	By:	 	 Spectra Energy Partners GP, LLC,
 its general
partner

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



 [Signature Page to the First Amendment to Omnibus Agreement]