exv10w1



 





Exhibit 10.1





			
	TO:	 	The Lenders under the Credit Agreement dated as of May 24, 2007 (the “Credit
Agreement”) among Spectra Energy Partners OLP, LP (“Borrower”), Spectra Energy
Partners, LP (“Parent Guarantor”), the Lenders party thereto and Wachovia Bank,
National Association, as Agent





September 30, 2007




FIRST AMENDMENT TO CREDIT AGREEMENT




Ladies and Gentlemen:




     Pursuant to clause (d) of the first sentence of the definition of “Consolidated EBITDA” in
Section 1.1 of the Credit Agreement, cash dividends actually received from unconsolidated
subsidiaries of the Parent or other Persons during the period are included in the calculation
thereof for such period. Borrower has requested that such clause be amended such that cash
dividends actually received from unconsolidated subsidiaries within thirty (30) days after the last
day of a fiscal quarter that are attributable to operations during such prior fiscal quarter also
be included in such calculation for such prior fiscal quarter.



     In addition, Qualified Projects are defined in Section 1.1 of the Credit Agreement as certain
capital projects of the Borrower or any of its Subsidiaries. Borrower has requested that certain
capital projects of unconsolidated subsidiaries also be included in such definition.



     Borrower, Agent and Required Lenders hereby agree as follows:



     1. Amendment to Consolidated EBITDA.




     Clause (d) of the first sentence of the definition of “Consolidated EBITDA” in Section
1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:




(d) the amount of cash dividends actually received during such period by the Parent
on a consolidated basis from unconsolidated subsidiaries of the Parent or other
Persons; provided, any such cash dividends actually received within thirty days
after the last day of any fiscal quarter attributable to operations during such
prior fiscal quarter shall be deemed to have been received during such prior fiscal
quarter and not in the fiscal quarter actually received.



     2. Amendments to Qualified Project; Qualified Project EBITDA Adjustment.




     The reference to “Borrower or any of its Subsidiaries” in the definition of “Qualified
Project” in Section 1.1 of the Credit Agreement is hereby amended to refer instead to
“Borrower, any of its Subsidiaries, or any unconsolidated subsidiary of Parent”.




     The definition of “Qualified Project EBITDA Adjustment” in Section 1.1 of the Credit
Agreement is hereby amended by adding a new paragraph at the end thereof, to read as
follows:




Any Qualified Project EBITDA Adjustment with respect to any Qualified Project of an
unconsolidated subsidiary of Parent shall be determined as set forth above,



					
	 	 	 	 	 
	 
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based upon the projected (prior to the Commercial Operation Date) and actual (on and
after the Commercial Operation Date) cash dividends projected to be received or
actually received by the Parent from such unconsolidated subsidiary.



     Borrower hereby represents and warrants that (i) the representations and warranties made by
the Credit Parties in the Credit Agreement (other than as set forth in Section 6.12 and 6.14
thereof) are true and correct in all material respects at and as if made as of the date hereof
(except to the extent such representations and warranties expressly and exclusively relate to an
earlier date) and (ii) no Default or Event of Default exists or is continuing either prior to or
after giving effect hereto.



     The Credit Agreement as hereby amended is hereby ratified and confirmed in all respects,
effective as of September 30, 2007. The Credit Documents, as they may be amended or affected
hereby, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement
in any Credit Document shall be deemed to be a reference to the Credit Agreement as hereby amended.
The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under the
Credit Agreement or any other Credit Document nor constitute a waiver of any provision of the
Credit Agreement or any other Credit Document. Capitalized terms defined in the Credit Agreement
shall have the same meanings whenever used herein. This Amendment is a Credit Document, and all
provisions in the Credit Agreement pertaining to Credit Documents apply hereto.



     This Amendment shall be governed by and construed in accordance the laws of the State of New
York and any applicable laws of the United States of America in all respects, including
construction, validity and performance.



     THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.



     Please execute a copy of this letter in the space provided below to evidence your consent
hereto. This Amendment shall become effective as of the date hereof upon consent of Required
Lenders. This Amendment may be separately executed in counterparts and by the different parties
hereto in separate counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment. This Amendment may be validly executed by facsimile or other electronic
transmission.



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent

 	 
	 	By:  	/s/ Lawrence P. Sullivan  	 
	 	 	Name:  	Lawrence P. Sullivan	 
	 	 	Title:  	Managing Director 	 
	 



					
	 	 	 	 	 
	 
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	 	SPECTRA ENERGY PARTNERS OLP, LP,

Borrower

 	 
	 	By:  	/s/
Lon C. Mitchell, Jr. 	 
	 	 	Name:  	Lon C. Mitchell, Jr. 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 
	 	SPECTRA ENERGY PARTNERS, LP,

Parent Guarantor

 	 
	 	By:  	Spectra Energy Partners (DE) GP, LP
 	 
	 
	 	By:  	         Spectra Energy Partners GP, LLC
 	 
	 
	 	By:  	/s/
Lon C. Mitchell, Jr.
 	 
	 	 	Name:  	Lon C. Mitchell, Jr. 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	CITIBANK, N.A. 

 	 	 
	By:  	/s/ Todd Mogil
 	 	 
	 	Name:  	Todd Mogil              	 	 
	 	Title:  	Attorney-in-Fact 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A. 

 	 	 
	By:  	/s/ Rob Traband
 	 	 
	 	Name:  	Rob Traband               	 	 
	 	Title:  	Executive Director 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC 

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




					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	SUNTRUST BANK 

 	 	 
	By:  	/s/ Sean P. Drinon
 	 	 
	 	Name:  	Sean P. Drinon       	 	 
	 	Title:  	Director 	 	 




					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	BARCLAYS BANK PLC 

 	 	 
	By:  	/s/ Nicholas Bell
 	 	 
	 	Name:  	Nicholas Bell       	 	 
	 	Title:  	Director 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 

NEW YORK BRANCH, as a Lender 

 	 	 
	By:  	/s/ A. Reiter
 	 	 
	 	Name:  	A. Reiter                   	 	 
	 	Title:  	Authorized Signatory 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	CREDIT SUISSE, Cayman Islands Branch 

 	 	 
	By:  	/s/ Karim Blasetti
 	 	 
	 	Name:  	Karim Blasetti        	 	 
	 	Title:  	Vice President 	 	 
	 
	 	 	 
	By:  	/s/ Shaheen Malik
 	 	 
	 	Name:  	Shaheen Malik         	 	 
	 	Title:  	Associate 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	DEUTSCHE BANK AG NEW YORK BRANCH 

Lender 

 	 	 
	By:  	/s/ Marcus Tarkington
 	 	 
	 	Name:  	Marcus Tarkington       	 	 
	 	Title:  	Director 	 	 
	 
	 	 	 
	By:  	/s/ Rainer Meier
 	 	 
	 	Name:  	Rainer Meier            	 	 
	 	Title:  	Vice President 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	LEHMAN BROTHERS COMMERCIAL BANK 

 	 	 
	By:  	/s/ Brian McNany
 	 	 
	 	Name:  	Brian McNany                	 	 
	 	Title:  	Authorized Signatory 	 	 




					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	MERRILL LYNCH BANK USA 

 	 	 
	By:  	/s/ Derek Befus
 	 	 
	 	Name:  	Derek Befus           	 	 
	 	Title:  	Vice President 	 	 




					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	MORGAN STANLEY BANK 

 	 	 
	By:  	/s/ Daniel Twenge
 	 	 
	 	Name:  	Daniel Twenge               	 	 
	 	Title:  	Authorized Signatory 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	UBS LOAN FINANCE LLC 

 	 	 
	By:  	/s/ Richard L. Tavrow
 	 	 
	 	Name:  	Richard L. Tavrow        	 	 
	 
	 	 	 
	By:  	/s/ Mary E. Evans
 	 	 
	 	Name:  	Mary E. Evans            	 	 
	 	Title:  	Associate Director 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	ABN AMRO BANK N.V. 

 	 	 
	By:  	/s/ John Reed
 	 	 
	 	Name:  	John Reed            	 	 
	 	Title:  	Director 	 	 
	 
	 	 	 
	By:  	/s/ Todd Vaubel
 	 	 
	 	Name:  	Todd Vaubel          	 	 
	 	Title:  	Vice President 	 	 





					
	 	 	 	 	 
	 
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We hereby consent to the foregoing Amendment:



	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION 

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





					
	 	 	 	 	 
	 
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